Engagement of Indefinite Delivery Indefinite Quantity ...

PREQUALIFICATION DOCUMENT

ENGAGEMENT OF INDEFINITE DELIVERY INDEFINITE QUANTITY

(IDIQ) CONTRACT SERVICES – CREATIVE DESIGN SERVICES

January 2020

ASIAN DEVELOPMENT BANK

6 ADB AVENUE, MANDALUYONG CITY, 1550 METRO MANILA, PHILIPPINES Tel. +63 2 8632 4444 Email: [email protected]

This document including data shall not be disclosed outside the prospective Design, Engineering, and Construction Management Service Provider and shall not be duplicated, used, or disclosed in whole or in part for any purpose other than to prepare the application.

Asian Development Bank Prequalification Document IDIQ Contract Services – Creative Design Services Page 2 of 83

________________________________________________________________________________________________________ Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this “Instruction to Applicants.”

INSTRUCTIONS TO APPLICANTS

PREQUALIFICATION FOR THE ENGAGEMENT OF INDEFINITE DELIVERY INDEFINITE

QUANTITY (IDIQ) CONTRACT SERVICES – CREATIVE DESIGN SERVICES

I. General

1. Scope of Application 1.1 The Asian Development Bank (hereinafter referred to as “ADB”) wishes to receive

applications for the Prequalification of highly experienced design firm to deliver Creative Design Services (CDS) such as (i) conceptual design, (ii) design development/detailed design, (iii) construction drawings, and (iv) construction administration, all in full or peer-review capacity, for ADB Headquarters and other Offices and Resident Missions throughout the Asia and Pacific Region with deliverable-based expected mode of service delivery (hereinafter referred to as the “Services”).

1.2 The prequalified CDS firm shall provide ADB with the most reliable and efficient Services with the deployment of skilled personnel, appropriate tools, equipment, transportation, materials and supervision in accordance with the policies, standards and procedures established by ADB. ADB will evaluate the capacity of the applicant CDS firms in carrying out the delivery of the CDS (see Appendix 1).

1.3 The CDS will be (i) on an “as needed” basis, and (ii) performed both on- and/or off-site depending on agreed requirements of the project.

1.4 The prequalified CDS firm(s) will be invited to be part of the retainer contract, which will be based on the requirement for IDIQ services - Deliverable-based for CDS services, for an initial period of three (3) years from the commencement date of the Contract, subject to acceptance of the retainer contract’s requirement, and satisfactory performance on an annual basis after the award. Engagement of non-performing CDS firm may be pre-terminated based on the Service Level Agreement assessment and provisions in General Conditions of the Contract on Termination. ADB will require the prequalified CDS firm to provide qualified personnel, products and services necessary to perform the specific tasks/requirements indicated in the Work Performance Statement [WPS] (Appendix 1). Please note that ADB does not guarantee specific project engagements during the contract period. Please note that for IDIQ mode of requirement, the prequalified CDS firm(s) who will be awarded with the retainer contract will still go through competition with other prequalified CDS firms under the retainer pool for each project.

1.6 The Application for prequalification should be completed and submitted to ADB in accordance with the provisions contained in the "Instructions to Applicants" (ITA). It should be noted that ADB plans to offer a retainer contract with a number of “qualified” CDS firms.

2. Qualifications of the CDS Firm 2.1 To be qualified for this exercise, the CDS firm must:

i. Have the nationality of eligible country in accordance with Appendix 12: List of ADB Eligible Member Countries. A CDS firm shall be deemed to have the nationality of a country if the CDS firm is a citizen, or is constituted, or



incorporated, and operates in conformity with the provisions of the Laws of that country;

ii. Along with its sub-contractors, if any, have not been sanctioned nor be ineligible to enter into transactions with ADB or any other multilateral development bank or institution;

iii. Be in operation for five (5) years in any ADB member country providing CDS. iv. Have a sound financial and credit position i.e. positive net worth. v. Along with its sub-contractors, if any, have no pending litigations that represent

more than fifty percent (50%) of its net worth. vi. To provide deliverable-based services, need to have at least one industry-

recognized certification such as ISO 9000 / 9001, or GBCI or other equivalent certifications that are relevant to CDS.

vii. International-based CDS firms must have ability to work in the Philippines, with capability to obtain the relevant work visas.

viii. Excluding ADB engagement(s), the CDS firm should have proof of three (3) deliverable based contracts for the provision of CDS relevant to the requirements of ADB (see Section 1.1 above). The contracts must be with top 100 corporation worldwide (based on a published list by a reputable organization such as Forbes, Fortune, Times. The contracts must have been delivered within the past three (3) years.

ix. Acceptance of (a) the established Range of Rates to be adopted in the implementation of the Retainer Contract, and (b) Conditions of Contract to be adopted in the implementation of the CDS Contract.

x. Must pass all technical competence requirements in the prequalification document.

xi. Past performance of services at ADB (if applicable) or on ADB funded projects (if applicable) will be taken into consideration as part of the Pre-qualification evaluation.

2.2 ADB’s Anticorruption Policy requires borrowers (including beneficiaries of ADB-financed activity), as well as CDS firms, suppliers, and Contractors under ADB-financed Contracts, to observe the highest standard of ethics during the procurement and execution of such Contracts. In pursuance of this policy, ADB: i. defines, for the purposes of this provision, the terms set forth below as follows:

a. “corrupt practice” means the offering, giving, receiving, or soliciting, directly or indirectly, anything of value to influence improperly the actions of another party;

b. “fraudulent practice” means 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;

c. “coercive practice” means 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;

d. “collusive practice” means an arrangement between two or more parties designed to achieve an improper purpose, including influencing improperly the actions of another party;



ii. will reject a proposal for award if it determines that the CDS firm recommended for award has, directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the Contract;

iii. will sanction a party or its successor, including declaring ineligible, either indefinitely or for a stated period of time, to participate in ADB-financed activities if it at any time determines that the firm has, directly or through an agent, engaged in corrupt, fraudulent, collusive, or coercive practices in competing for, or in executing, an ADB-financed Contract, the sanction of which will include but not be limited to the forfeiture of the performance security, depending on what stage of the project when collusion was discovered; and

iv. will have the right to inspect the accounts and records of the CDS firm relating to the performance of the Contract and to have them audited by auditors appointed by ADB.

2.3 Penalties on Collusion by Bidders i. If any Bidder is found to have colluded with other Bidders to fix the Financial

rates prior to award of Contract, the Applicant shall be disqualified to bid for any future projects of ADB.

ii. If the collusion with other Applicants/Bidders to fix the Financial rates is discovered after award of Contract, ADB has the right to impose the following penalties on the Successful Applicant/Bidder: a. The Contract shall be terminated by ADB immediately; and b. In addition, the Successful Applicant/Bidder shall be disqualified to Bid for

any future projects of ADB. 2.4 ADB considers a conflict of interest to be a situation in which a party has interests

that could improperly influence that party’s performance of official duties or responsibilities, Contractual obligations, or compliance with applicable laws and regulations, and that such conflict of interest may contribute to or constitute a prohibited practice under ADB's Anticorruption Policy. In pursuance of ADB's Anticorruption Policy’s requirement that Borrowers (including beneficiaries of Bank-financed activity), as well as CDS firms, suppliers, and Contractors under Bank-financed Contracts, observe the highest standard of ethics. ADB will take appropriate actions, which include not financing of the Contract, if it determines that a conflict of interest has flawed the integrity of any procurement process. Consequently, all CDS firms found to have a conflict of interest shall be disqualified. A CDS firm may be considered to be in a conflict of interest with one or more parties in this prequalification process if, including but not limited to: i. they have controlling partners in common; or ii. they receive or have received any direct or indirect subsidy from any of them;

or iii. they have the same legal representative for purposes of this Application; or iv. they have a relationship with each other, directly or through common third

parties, that puts them in a position to have access to information about or influence on the application of another CDS firms, or influence the decisions of the ADB regarding this prequalification process; or

v. a CDS firm participates in more than one application in this prequalification process. Participation by a CDS firm in more than one application will result in the disqualification of all applications in which it is involved. However, this does not limit the inclusion of the same CDS firm, not otherwise participating as a CDS firm, in more than one application; or



vi. a CDS firm participates as a consultant in preparing the design or technical specifications of the goods and related services or works that are the subject of an application.

2.5 Prior to engagement, the CDS firm shall register in Supplier Information Management (SIM) System. ADB representative will send the registration link to the CDS firms.

2.6 In relation to SIM System registration, the CDS firm should prepare the following business documents: i. Copy of the Business Registration Certificate ii. Complete copy of the Articles of Incorporation and/or Memorandum of

Association indicating nature of business and officers of the firm iii. Complete copy of the audited financial reports for 2015 - 2018, including the

notes to the financial statements 2.7 For inquiries on SIM System, please email [email protected].

2.8 The invitation to register in the SIM System does not entail any commitment on the part of ADB, either financial or otherwise. Likewise, the approval of registration in the SIM System is neither a commitment nor an offer or guarantee from ADB to award any contract.

2.9 ADB reserves the right to request details of substantive beneficial ownership of any Applicant. A failure to provide such information may result in the application being rejected.

3. Eligible Goods and Related Services 3.1 All goods and related services to be supplied under the Contract and financed by

ADB shall have as their country of origin an eligible country of ADB (Appendix 12, List of ADB Eligible Member Countries).

3.2 For purposes of this Clause, the term “goods” includes commodities, raw material, machinery, equipment and industrial plants, and “related services” include services such as insurance, installation, training, and initial maintenance.

3.3 The term “country of origin” means the country where the goods have been mined, grown, cultivated, produced, manufactured, or processed; or through manufacture, processing, or assembly, another commercially recognized article results that differs substantially in its basic characteristics from its imported components.

3.4 The nationality of the firm that produces, assembles, distributes, or sells the goods shall not determine their origin.

4. Procedure 4.1 Each CDS firm shall submit only one application either by itself or as a partner in a

joint venture. A CDS firm who submits or participates in more than one prequalification process will be disqualified. CDS firms are expected to submit their applications in its best form.

4.2 The Applications to Prequalify are evaluated by ADB to determine technical compliance of the CDS firms. No amendments or changes to the Applications to Prequalify are permitted.



5. Cost of Application 5.1 The CDS firm shall bear all the costs associated with the preparation and delivery

of its Application, and ADB will in no case be responsible for such costs.

II. Application Documents

6. Contents of Application Documents 6.1 In addition to the Instructions to CDS firms, the application documents are

composed of the following documents, which should be read in conjunction with any addendum issued in accordance with ITA Section 9: i. Work Performance Statement (WPS) - Appendix 1 ii. Application to Prequalify Form - Appendix 2 iii. Application to Prequalify Response Template - Appendix 3 iv. Form of Secretary’s Certificate - Appendix 4 v. Prequalification/Bid Securing Declaration Form - Appendix 5 vi. Joint Venture Data Sheet - Appendix 6 vii. Range of Rates - Appendix 7 viii. Letter of Acceptance of Application - Appendix 8 ix. Form of Contract - Appendix 9 x. General Conditions of the Contract (GCC) - Appendix 10 xi. Special Conditions of the Contract (SCC) - Appendix 11 xii. List of ADB Eligible Member Countries - Appendix 12

6.2 The CDS firm is expected to examine carefully the contents of the prequalification documents. Applications which are not substantially responsive to the requirements of the prequalification documents will be rejected.

6.3 The CDS firm shall fully disclose whether any of the CDS firm’s personnel [including the owner, the directors, the manager(s) or any of the employees] has been formerly connected with ADB in any capacity as a regular or Contractual staff or as a consultant. Failure to disclose this information may be grounds for disqualifying the CDS firm or for immediate termination of the Contract with the CDS firm.

7. Clarification on Application Documents 7.1 CDS firms requiring any clarification on the prequalification documents may notify

ADB in writing by e-mail to Jojo Tiangco [email protected] and Genylen Mabulay [email protected]. ADB will respond to any request for clarification, provided it is received prior to the deadline for submission of clarifications i.e. 4 February 2020 at 5:00PM. Copies of ADB's response will be provided to all CDS firms, including the description of the inquiry.

8. Amendment to Application Documents 8.1 At any time prior to the deadline for submission of applications, ADB may for any

reason modify the prequalification documents by issuing addenda. 8.2 Any addendum issued shall form part of the prequalification documents and shall

be communicated in writing to all CDS firms. The transmittal of the addendum to the CDS firms on the email addresses submitted shall relieve ADB of its obligations to notify the CDS firms of the said addendum.



8.3 To afford prospective CDS firms reasonable time to take an addendum into account in preparing their applications, ADB may extend the deadline for submission of applications.

III. Preparation of Applications

9. Composition of Application to Prequalify 9.1 It shall consist of and be structured as follows:

i. Completed and signed Application to Prequalify Form (Appendix 2); ii. Completed Application to Prequalify Response Template including response to

the Case Study (Appendix 3); iii. Acceptance of Range of Rates (Appendix 7) and Conditions of Contract [i.e.

General and Special] (Appendixes 10 & 11); iv. Secretary’s Certificate or Written Power of Attorney (Appendix 4); Furnish a

notarized authorization letter stating the name and official position held by the person authorized to sign the Application and the formal Contract for the CDS firm. The person authorized to sign the application should also sign the conforme in the certification;

v. Prequalification/Bid Securing Declaration Form (Appendix 5): ADB shall waive the bid security requirement, provided the CDS firm submits and signs the Prequalification/Bid Securing Declaration accepting that, if the CDS firm withdraws or modifies (unless upon the consent and advice of ADB) its Application during the period of validity, or the CDS firm is considered prequalified/awarded the Contract, and it fails to accept/sign the Contract, then the CDS firm shall be disqualified from bidding in any or all future Contracts with ADB;

vi. Joint Venture Data Sheet (Appendix 6), as applicable; and vii. All the documentary proofs as required in Appendix 3 (please use the forms

provided as applicable). 9.2 The prequalification documents as herein listed shall be duly completed with all

entries typed or printed in ink. 9.3 The completed Prequalification Form shall be without interlineations or erasures

except those required to correct errors made by the CDS firm, in which case the erasures and interlineations shall be initialed by the person or persons signing the Application.

9.4 It is incumbent on the CDS firm that when the documents mentioned above are duly completed, they should be submitted simultaneously by the CDS firm in accordance with ITA Sections 16 and 17.

9.5 ADB is not obliged to give any reason for the rejection of any Application.

10. Application Language 10.1 The Application and other documents including any correspondence related to the

application shall be in English language. 10.2 The IDIQ Range of Rates shall be used together with other prequalified applicants

to establish the daily rates for resources mobilized on a project being delivered as a deliverable-service.



10.2 No claim for adjustments in the Contract prices/daily rates based on the Application shall be considered by ADB for any change in foreign exchange rate, for any increase in wage rates, including those on the basis of the minimum wage requirement in a local’s labor law or any other relevant legislation, or for any escalation costs of office materials and supplies.

11. Range of Rates 11.1 The Range of Rates shall consist of and structured as specified in Appendix 7.

The Range of Rates as herein listed shall be accepted by the Applicant (Appendix 2).

12. Range of Rates Currency 12.1 The Range of Rates Currency is in US Dollars.

13. Range of Rates Price 13.1 Unless otherwise specifically stated in the Contract, the Range of Rates shall be

deemed to include, inter alia, (i) labor costs; (ii) use of facilities, tools and equipment; (iii) supplies and materials including wastage; (iv) transportation to ADB work location (HQ or field office); (v) administrative, supervision and overhead expenses; (vi) profit; and (vii) incidental expenses for the provision of the CDS.

13.2 ADB is a VAT-exempt institution. All transactions made directly to ADB are tax and duty exempt under the Articles of Agreement Establishing the Asian Development Bank (Charter) and the Agreement between the Asian Development Bank and the Government of the Republic of the Philippines. Therefore, the Applicant shall calculate its prices for the service items exclusive of all applicable taxes and duties.

13.3 The prices in the Range of Rates shall be rates for full execution of the Services in every respect.

13.4 The price under the terms and conditions specified in the retainer Contract shall be deemed to be firm and fixed. No claim for adjustments in the contract prices based on the prices shall be considered by ADB for any change in foreign exchange rate, for any increase in wage rates, for any escalation costs of office materials and supplies.

14. Validity of Application

14.1 The Application shall remain valid for a period of one hundred twenty (120) calendar days from the specified deadline for the submission of applications.

14.2 Prior to the expiry of the Application validity period, ADB may request the CDS firm for a specified extension in the period of validity. An CDS firm may agree to the request without modifying the original application. The request from ADB and responses by the CDS firm shall be made in writing.

15. Application Signing

15.1 A person or persons duly authorized to bind the CDS firm to the Contract shall sign the application. Proof of authorization shall be furnished in the form of a Written Power-of-Attorney or Secretary’s Certificate which shall accompany the application (Appendix 4). The name and position held by each person signing the authorization and the duly authorized person or persons must be typed or printed below the signature.



15.2 A person or persons (in case of Joint Venture) duly authorized to bind the Applicant to the Contract shall sign the Application. Proof of authorization shall be furnished in the form of a Secretary’s Certificate or Written Power of Attorney which shall accompany the Bid. The name and position held by each person signing the authorization and the duly authorized person or persons must be typed or printed below the signature.

15.3 ADB shall require the identification of the JV partners and either a copy of the agreement entered into by the JV partners or the commitment to enter into a joint venture agreement [ITA Section 16]. The application with ADB must be signed so as to be legally binding on all partners, while only one of the firms in the JV arrangement shall be authorized by other partner(s) to receive payments and instructions for and on behalf of any and/or all partners of the JV, in case of award of Contract/Task Order.

IV. Application Submission

16. Submission via email 16.1 The application, addressed to Roger Ball Advisor, Office of Administrative Services

and Head, Procurement and Contracts Administration Unit, shall reach Procurement and Contracts Administration Unit at email address [email protected] before 5:00PM (Manila time) on 12 February 2020 per time stamp on the ADB email system.

16.2 Please indicate in the subject line of the email: “DO NOT OPEN THIS EMAIL BEFORE 5:00PM ON 12 FEBRUARY 2020 – APPLICATION FOR PREQUALIFICATION FOR CREATIVE DESIGN SERVICES”.

16.3 The application should be in uneditable PDF format and protected by a password, which shall be sent in separate email (also to be received before the submission deadline) to [email protected]

17. Deadline for Submission of Applications

17.1 The Application shall reach Procurement and Contracts Administration Unit at email address [email protected] before 5:00PM (Manila time) on 12 February 2020 per time stamp on the ADB email system.

18. Late Submission 18.1 ADB shall not consider any Application that arrives after the deadline for submission,

in accordance with ITA Clause 17.1. Any Application received by ADB after the deadline for submission will be rejected and returned unopened to the Applicant.

19. Modification and Withdrawal of Applications 19.1 The CDS firm may modify or withdraw its Application after submission, provided that

written notice of the modification or withdrawal is received by ADB, prior to the deadline for the submission of applications. The Applicant’s modification or withdrawal notice shall be prepared, sealed, marked and delivered in accordance with the provisions of Sections 16 and 17 with the envelope additionally marked “MODIFICATION” or “WITHDRAWAL”, as appropriate.

19.2 No Application may be modified subsequent to the deadline for submission of Prequalification documents.



19.3 No Application may be withdrawn in the interval between the deadline for submission and the expiration of the period of validity specified by the Applicant on the Application Form.

V. Evaluation

20. Evaluation of Application to Prequalify 20.1 To assist in the examination, evaluation and comparison of Applications, ADB may,

at its discretion, ask any CDS firm for clarification. The request for clarification and response shall be in writing or by email. Clarification on the CDS firm’s technical capability may also be done by way of inspecting CDS firm’s company premises and/or visits to one or more of the CDS firm’s clients by ADB's representatives. The CDS firm should provide full cooperation if ADB deems necessary to do so.

20.2 Subject to ITA Clause 19.1, no CDS firm shall contact ADB on any matter relating to its Application from the time of the application opening to the time the prequalification evaluation is concluded. If the CDS firm wishes to bring additional information to the notice of ADB, it should do so in writing.

20.3 Any effort by the CDS firm to influence ADB in ADB’s evaluation, comparison or prequalification/Contract award decisions may result in: (i) the rejection of the CDS firm’s Application; and (ii) disqualification of the concerned CDS firm to participate in any future procurement exercise by ADB.

20.4 ADB will undertake an evaluation review of each CDS firm based on the prequalification criteria indicated in ITA Section 2. Proposals/Applications submitted by the CDS firm who meet the prequalification criteria will be considered by ADB for further evaluation. Proposals/Applications, which do not meet the qualification criteria, will be rejected.

20.5 ADB will determine whether each Application submitted by a CDS firm is (i) properly signed; (ii) substantially responsive to the requirements of the application documents; and (iii) the Applications are otherwise generally in order. ADB may, based on factual justification and in consideration of requirements for competition and transparency, waive minor and/or administrative deficiencies in CDS firm’s submissions.

20.6 Application that is not substantially responsive to the prequalification documents or contains inadmissible reservations will be rejected. An Application will be rejected if it is determined to contain an omission or misrepresentation that is determined by ADB, to amount to an integrity violation of ADB’s Anticorruption Policy.

20.7 Applications will first be evaluated based on a “Pass-Fail” Evaluation Framework based on the Application to Prequalify Response Template provided in Appendix 3. A substantially responsive Application to Prequalify is one that conforms to all terms, conditions and specifications of the prequalification documents without material deviation or reservation. A major deviation would normally occur when (i) the scope, quality or performance of the Services offered substantially differ from the prequalification documents; (ii) the Application to Prequalify offer limits in any substantial way, ADB's rights or the CDS firm’s obligations under the Contract; or (iii) any rectification would unfairly affect the competitive position of other CDS firms with substantially responsive Proposals/Applications. A major deviation will result in the rejection of the CDS firm’s Application.

20.8 The Proposals/Applications will be evaluated based on the requirements stipulated in Appendix 3.



20.9 If, after the examination of the terms and conditions and evaluation of above requirements, ADB determines that the Application is not substantially responsive in accordance with the prequalification documents, it shall reject the Application.

20.10 Only the qualified CDS firms with compliant Applications shall be considered. CDS firm who do not conform to the specified requirements will be rejected as deficient and non-responsive.

21. Non-conformities, Errors, and Omissions

21.1 Provided that an Application is substantially responsive, ADB may waive any non-conformity or omission in the Application that does not constitute a material deviation.

21.2 Provided that an Application is substantially responsive, ADB may request that the CDS firm to submit the necessary information or documentation, within a reasonable period of time, to rectify nonmaterial non-conformities or omissions in the Application related to documentation requirements. Such omission shall not be related to any aspect of the price of the Application. Failure of the CDS firm to comply with the request may result in the rejection of its Application.

VI. Award of Contract

22. Award

22.1 Following the qualification review and technical evaluation of each CDS firm, qualified CDS firm will be included in the pool of Retainer Contractors for CDS who will be requested to submit curriculum vitae of their technical staff.

22.2 Subject to ITA Sections 20 and 21, ADB will prequalify technically complying Applicants for CDS firm.

23. ADB's Right to Accept or Reject Any Application 23.1 ADB reserves the right to accept or reject any Application, and to annul the

prequalification process and reject all Proposals/Applications at any time prior to award of prequalification result/Contract, without thereby incurring any liability to the affected CDS firm or CDS firms or any obligation to inform the affected CDS firm or CDS firms of the grounds for ADB's action.

24. Notification of Award

24.1 ADB will notify the successful CDS firm by letter (Letter of Acceptance of Application) that its Application has been accepted (see Appendix 8).

24.2 The Letter of Acceptance of Application, together with the CDS firm’s Application, will form a Contract between ADB and the successful CDS firm, until the Contract has been affected pursuant to Section 25.

25. Execution of the Contract 25.1 The prequalified Applicant for CDS firm will be offered to enter into and execute a

retainer Contract Agreement (see Appendices 9 to 11) in accordance with the form and conditions, and to furnish the required commercial requirements, as applicable for each project awarded.



26. Special Character of ADB 26.1 The Applicant's special attention is drawn to the special character of ADB as an

international financial institution with status, privileges and immunities as established under the Charter and the Headquarters Agreement. The CDS firm is advised to study these documents, copies of which are available from ADB’s website, free of charge, in order to assess his or her rights and obligations under the Contract. Provided is the link to ADB’s Charter and Headquarters Agreement: http://www.adb.org/documents/agreement-establishing-asian-development-bank-adb-charter.

27. Confidentiality / Non-disclosure 27.1 The information contained in this prequalification document, or accumulated through

other written or verbal communications, is confidential. It is for information purposes only and is not to be disclosed or used for any other purpose. All information contained herein is private and is protected by law.

27.2 Information received in response to this prequalification document will be held in strict confidence and will not be disclosed to any party other than ADB without written consent. A non-disclosure agreement can be arranged, if requested.

Asian Development Bank Appendix 1 – Work Performance Statement IDIQ Contract Services – Creative Design Services Page 13 of 83


APPENDIX 1 Work Performance Statement

Creative Design Services

1. Background

1.1 The Asian Development Bank (ADB) is a multilateral development finance institution based in Manila, Philippines. The ADB headquarters (HQ) building was built in 1990 on a 6.5-hectare of land in Ortigas Center, Mandaluyong City, Metro Manila, Philippines. The ADB HQ complex encompasses approximately 155,000 square meters of gross floor area and accommodates around 3,500 staff, contractors and contractors. It is certified with a Leadership in Energy and Environmental Design (LEED) Gold rating by the U.S. Green Building Council, and Energy, Environment, Health and Safety Management System (E2HSMS) following ISO 14001, ISO 50001, and OHSAS 18001.

1.2 The ADB HQ was designed in 1984 by American architectural and engineering consulting firm

Skidmore, Owings & Merrill (SOM) and construction began in 1985 under the main contractor Hyundai Engineering and Construction Co., Ltd. At the time, the HQ building was considered a model for energy-efficient building design and its adherence to environmentally friendly practices, earning energy efficiency awards such as an ASHRAE Energy Conservation Award in 1985, the Apolinario Mabini Award in 1991, an ASEAN Certificate of Energy Efficiency in 2000, and the Don Emilio Abello Energy Efficiency Award in 2000.

1.3 The current design of ADB HQ building and interior reflect two aspects: (i) its original and

traditional design; (ii) various design interventions through alterations and upgrades over the past 30 years. This has created a collection of design styles, look & feel, and user experiences that are inconsistent and ineffective for users' needs, and do not reflect the institutional brand.

1.4 As a wider context, various building systems on campus are approaching end-of-life, requiring

a major effort for building systems' replacements and associated retrofit of building interiors. 1.5 Strategically and in order to have a comprehensive and integrated campus renovation

program, OAS (Office of Administrative Services) has just: (i) concluded a life-cycle assessment of building systems, and (ii) started a project to study and define a campus-wide functional space zoning and common physical design attributes. Outcome from both of these studies will: (i) inform the definition of the scope of the campus renovation program and; (ii) provide directional design-guidance for the planning of the campus renovation program as well as any interim or subsequent space renovations or additions.

1.6 The Contractor must have the depth and breadth of expertise and experience in creative and

innovative design across the ADB’s specified functional domains and at a global level. Working experience with private and public sectors, and intergovernmental organizations including other international financial institutions (IFI's) is also a must.

2. Scope of Services 2.1 ADB through the OAS will engage the services of a highly experienced international design

firm (otherwise referred to as “Contractor”) to deliver design services inclusive of, but not limited to: (i) full conceptual design; (ii) full or peer-review of design development (detailed design); (iii) full or peer-review of construction drawings; and/or, (iv) full or peer-review of construction administration.



2.2 Throughout the design phases, the Contractor is expected to: 2.3 apply international industry norms, standards (such as LEED, ASHRAE, NFPA, etc.),

and best practices for architecture, engineering, and workspace design; 2.4 fully comply with local codes and regulations

3. Activities and Deliverables

3.1 Conceptual Design

The Contractor shall carry out (or peer-review) the standard industry activities for conceptual design, inclusive of but not limited to the items below:

§ Study existing drawings, inspect, analyze, and confirm site conditions of the

existing facilities. § Conduct concept consultations and design charettes with ADB stakeholder

groups. § Prepare and present at least two (2) conceptual design options which take into

consideration findings under items (i) and (ii) above. § Develop all required conceptual design documentation (such as but not

limited to: 2-D drawings, 3-D images, renderings, videos, digital models, etc.).

The schematic design will be the basis for budget estimate confirmation and detailed design which may be developed by the Contractor or by a third-party design firm nominated by ADB.

3.2 Design Development

The Contractor shall carry out (or peer-review) the standard industry activities for development (detailed design), inclusive of but not limited to the items below:

§ Based on the ADB selected conceptual design, develop detailed design

covering all project required aspects such as MEP, Fire Protection, AV, ICT. § Design Development stage must include site conditions revalidation and

considerations for local regulations/codes and available material. 3.3 Construction Documents

The Contractor shall carry out (or peer-review) the standard industry activities for construction documentation, inclusive of but not limited to the items below:

§ Produce a full drawing set for construction (Issue For Construction document),

and other sets as needed for Bidding and Permitting. 3.4 Construction Administration

The Contractor shall carry out (or peer-review) the standard industry activities for delivering the construction administration, inclusive of but not limited to the items below:

§ Review and approve construction contractor submittals (such as material

specification etc.). § Respond to Requests for Information (RFI’s) from the ADB representative

and/or the ADB Contractors and provide design clarifications and additional design information as needed.



§ Visit project site periodically and issue inspection reports at the ADB/Project agreed milestones, Substantial Completion, and Final Completion/Handover stages.

4. Key Expertise

4.1 The Contractor’s engagement team shall have extensive relevant experience. All

engagements shall have an engagement lead and a combination of senior and junior specialist professionals and administrative support. The following outlines the minimum required profile for such team members.

Engagement Lead Senior Specialist

Professional Junior Specialist

Professional Administrative

Support

15+ years of relevant experience & expertise

10+ Years relevant experience &

expertise

5+ Years relevant experience &

expertise

No minimum required years of relevant

experience & expertise

Qualified/certified professional from an

internationally recognized organization





Should have relevant experience &

expertise for the requirement

4.2 International experience and expertise, demonstrating leverage of global centers of

expertise, regional experience and expertise (in various ADB member countries), and; local experience and practice, experience and expertise with organizations similar to ADB such as Intergovernmental and International Financial & Development Institutions (such World Bank, International Monetary Fund, African Development Bank, European Central Bank) and experience and expertise with private sector corporations (from the global top 100).

4.3 Comprehensive breadth & depth of experience & expertise relevant to ADB's requirement, inclusive of but not limited to: a) campus and master planning; b) architectural design and building renovation (interiors and exteriors); c) innovative workplace models, designs, and change management; d) corporate-architectural branding; e) innovative designs for public spaces and events venues (inside buildings/campuses); f) designing innovation-centers; g) designs for boardrooms and executive-suites (for top and senior management); h) incorporating state-of-the-art technology/Audio-Visuals in space design; i) designs for smart buildings; j) sustainable and green design.

5. Mechanics of Soliciting and Submitting a Proposal

5.1 ADB will solicit proposals from selected pool of prequalified firms by means of a

design brief describing the nature, requirements, budget and timeline of the project. Evaluation criteria will also be shared which may be based on a pass/fail or point-based system.

5.2 When submitting a proposal, the Contractor must state the number and nature of experts required to achieve the design objectives for the project along with their proposed approach and methodology. Every project requires the engagement of a project lead and specialist professionals for the needed trades. All individuals require sufficient qualification and industry-specific experience and expertise relative to the scope of the project.



5.3 The proposal shall indicate the number of person-hours needed to be able to implement ADB’s requirement based on the category of personnel indicated above. Site visits that may be required shall also be indicated and should follow the established travel and per diem rates.

5.4 ADB shall evaluate proposals from selected pool of prequalified firms and award

based on technical expertise, appropriateness of methodology, experience in similar projects and cost. ADB may require clarifications through email or video conference to assess proposals submitted by prequalified firms.

6. Roles, Working Arrangements and Responsibilities

6.1 The Contractor shall work under the overall guidance of the Director, Facilities Administration

Division (OAFA or his authorized representative/s).

6.2 The Contractor will be expected to work both on- and off-site depending on the agreed requirements of the project. As needed for the Contractor’s use, a project workplace with Internet connection will be provided within OAFA office space.

6.3 The Contractor’s engagement with ADB shall be headed by a senior level professional who shall have both, extensive relevant experience, and full delegated authority to act for and make decisions on behalf of the Contractor.

7. Documentation Requirements

7.1 All documents shall be identified as being the property of the Asian Development Bank.

7.2 All documentation including written material shall be based on the metric system of measurement in accordance with international metric standards and shall be written in the English language.

7.3 All drawings must be in a form suitable for making presentations to ADB

committees. Each formal submission at the end of each design phase shall be accompanied by an explanatory report which summarize the submission, any assumptions made by the Contractor, and the basis of conclusions reached and recommends action to be taken by the ADB regarding the submitted material.

7.4 The Contractor must use ADB-agreed industry standards for producing all electronic

and hardcopy documentation, especially drawings and related materials and specifications schedules. Electronic drawings must be submitted in an ADB agreed file format (and at minimum “.DWG” file format).

8. No Employee-Employer Relationship

8.1 It is understood that no employee-employer relationship exists between

the Contractor, its personnel and ADB.

8.2 ADB shall not be responsible for any payment of salary or any other benefits to the Contractor. Such payments shall be the exclusive responsibility of the Contractor which shall bear all costs related to the services rendered by its personnel to ADB, such as but not limited to medical; social security; vacation and sick leave; emergency living allowance; 13th month pay; bonus; general and administrative costs; training costs; accommodation, transportation, and other related costs; taxes; profits; and others. Contractor shall ensure that their personnel are covered by appropriate medical, life, and travel-related insurance.



8.3 ADB shall not be liable for any additional payment to either the Contractor or its

personnel, outside of what is reflected in the contract. No request for additional compensation will be entertained by ADB by reason of any increase in wage rates or for any other reason during the continuance of the Contract.

9. Identification and Conduct

9.1 The behavior, discipline, and work performance of the personnel are the responsibility

of the Contractor. The Contractor shall ensure that the company, its officers, and all its personnel visiting or working on-site at ADB facilities comply with ADB’s Standards of Conduct for Contractors that is attached hereto and made an integral part thereof (see Conditions of Contract).

9.2 Contractor personnel working on-site at ADB facilities shall at all times wear an ADB-issued identification badge and identify themselves as such when their status is not readily apparent.

9.3 Contractor personnel shall comply with all applicable ADB regulations, policies, and

procedures (e.g., fire, safety and security, information communication and technology security and sanitation) when visiting or working on-site at ADB facilities. The Contractor shall also ensure that their personnel present a professional appearance at all times and that their conduct shall not reflect discredit on ADB.

10. Disengagement

10.1 ADB reserves the right to disengage the Contractor for reasons of:

§ Misconduct, non-compliance or for security-related reasons. Such may be

served with or without a notice period upon ADB’s discretion. § Discontinued project. The Notice of Termination will be given to

the Contractor at least thirty (30) calendar days before the effectivity date of the termination.

§ Non-performance of tasks and deliverables as per Contractor’s personnel’s Terms of Reference (TOR). Such may be served with or without a notice period upon ADB’s discretion.

11. Performance Review

11.1 ADB shall regularly review the performance of the Contractor in carrying out the

services.

11.2 Specific performance benchmarks to which actual performance will be measured against are to be reflected and presented to prequalified Contractors during proposal stage.

11.3 The services are to be evaluated on a project basis. This is to ascertain service level

attainment and co-develop improvements on the service levels, processes, service delivery, etc.

11.4 An evaluation report shall be discussed with the Contractor and the results will be

mutually agreed, following which the Contractor should take appropriate action. Non-responsiveness to improvements shall be ground for termination of the contract, disengagement, and/or imposition of financial sanctions.



12. ADB Holidays 12.1 ADB does not observe holidays declared by the Philippine Government. The

Contractor is required to deploy the agreed number of personnel on official holidays without additional cost to ADB. Official holidays of the bank are listed below:

HolidayDate New Year’s Day 1 January Holy Thursday Based on calendar Good Friday Based on calendar Labor Day 1 May Philippine Independence Day 12 June All Saints’ Day 1 November Bonifacio Day 30 November Christmas Day 25 December Rizal Day 30 December New Year’s Eve 31 December

12.2 Except for the New Year’s Eve holiday, when any of the above holidays falls on a

Saturday or Sunday, the preceding Friday or the following Monday is observed as a holiday. Should 31 December be the compensatory holiday for Rizal Day or New Year’s Day, or fall on a Saturday or a Sunday, the New Year’s Eve holiday will be the last working day of the year, which could be 28 or 29 December. Office hours and holidays are subject to change at the option of ADB.

13. ADB-Furnished Resources

13.1 Depending on the requirement, ADB may provide workstations in carrying out the

required services.

13.2 Personal devices that will be brought in by the DECM Service Provider personnel will not be supported by ADB and must not be connected to any of ADB's system without the necessary clearance and/or approval from the authorized ADB staff.

14. Intellectual Property

14.1 ADB shall be the sole owner of all outputs, processes, procedures, resolutions,

fixes, workarounds, and other forms of intellectual property developed by the Contractor and its personnel.

14.2 ADB shall have the full, unrestricted, and perpetual right to use any information,

systems, applications, etc. developed within the period of agreement or which resulted from the engagement.

15. ADB Locations

15.1 This engagement applies to the ADB Headquarters and the ADB Philippines Clark

Office.

Asian Development Bank Appendix 2 – Application to Prequalify IDIQ Contract Services – Creative Design Services Page 19 of 83


APPENDIX 2 Application to Prequalify Form

PREQUALIFICATION EXERCISE ENGAGEMENT OF INDEFINITE DELIVERY INDEFINITE QUANTITY (IDIQ)

CONTRACT SERVICES – CREATIVE DESIGN SERVICES ________________________

(Date) To: Asian Development Bank

6 ADB Avenue, Mandaluyong City 1550 Metro Manila, Philippines

Attention: Mr. Roger Ball

Advisor, Office of Administrative Services and Head, Procurement and Contracts Administration Unit

We, the undersigned, declare that: We have examined and have no reservations to the Prequalification (PQ) Documents; We have examined and have no reservations to the Conditions of Contract; We have examined, no reservations, and fully accept the established Range of Rates to be

adopted in the implementation of the Retainer Contract We understand and agree to be bound by ADB’s Anticorruption and Integrity Policy; We offer to provide the Creative Design Services in conformity with the PQ Documents; Our Application/Proposal shall be valid for a period of one hundred twenty (120) days from the

date fixed for the submission deadline in accordance with the PQ Documents, and it shall remain binding upon us and may be accepted at any time before the expiration of that period;

We confirm that we are financially qualified and compliant to apply/bid for this project in accordance with the minimum requirements for qualification of applicants/bidders for this project;

We are not participating, as Applicant/Bidders, in more than one Application in this PQ process in accordance with the PQ Document;

Our firm, its affiliates or subsidiaries, including any subcontractors or suppliers for any part of the Contract, has not been declared ineligible by the ADB;

We understand that this Application/Proposal, together with your written acceptance thereof included in your Letter of Acceptance of Application, shall constitute a binding contract between us, until a formal Contract is prepared and executed.

Very truly yours,

_____________________________________ (Name and Signature of Authorized Officer)

_____________________________________ (Designation of Authorized Officer)

_____________________________________ (Name of Applicant/Company)

_____________________________________ (Business Address)

_____________________________________ (Telephone Number / Facsimile Number)

_____________________________________ (Email Address)

Asian Development Bank Appendix 3 – Qualification of CDS Firms IDIQ Contract Services – Creative Design Services Page 20 of 83


APPENDIX 3 Response Template for the Qualification of CDS Firms

Applicant’s Information The following table provides the Applicant’s Profile along with the mandatory information that must be provided by the CDS firms for qualification.

Applicant’s Information

Applicant’s legal name

In case of JV, legal name of each partner

Applicant’s country of constitution

Applicant’s year of independent legal existence as a validly registered company

Applicant’s legal address in country of constitution

Current number of years engaged in related-services for Design, Engineering, and/or Project/Construction Management

Applicant’s authorized representative (name, address, telephone numbers, fax numbers, e-mail address)

Company’s Net worth

Year 2015

Year 2016

Year 2017

Attached are copies of the following original documents.

q 1. In case of single entity, articles of incorporation or constitution of the legal entity named above, in accordance with ITA 2.1 (i) and

2.1 (ii) q 2. Audited financial statements from 2015 to 2017, for ITA 2.1 (iv) and (v).

q 3. In case of JV, letter of intent to form JV or copy of JV agreement, including authorization to represent the firm or JV named in above.

q 4. In case of a government-owned entity, any additional documents not covered under 1 above required to comply with ITA 2.1 (i).

Asian Development Bank Appendix 3 – Applicant’s Response Template

IDIQ Contract Services – Creative Design Services Page 21 of 83


Technical Competence (editable version of table below provided for Applicant’s use in providing response)

Please submit the following list of required documents Applicant's Response

Years of legal existence: The company-entity applying for this retainer contract should have at least 5 years of legal existence in any ADB Member Country specifically in architectural and engineering design services.

Certificate of Registration or Incorporation

Operational capacity. The company should present its company profile reflecting its operations for at least the past 3 years. The profile should show details of global presence, number of staff, global turnover, etc.

Company Brochure, Company Profile, Annual Report or equivalent.

Professional Development Programs. The company should have existing documented staff development or training programs for personnel. Documentation of staff development and training program for personnel.

Certification. An industry-recognized certification such as ISO 9000 or staff who are certifed as LEED Accredited Professionals (LEED AP), Certified Professional Building Designer (CPBD), Professional Engineer (PE) or equivalent certifications is preferred

Evidence of company or staff certification/s

Technical Evaluation Criteria, please submit the following list of

required documents

International/National Experience. The company must show proof of demonstrating exposure to high-level design projects leveraging on global centers of expertise creative design with the following: a) Experience and expertise with organizations similar to ADB such as Intergovernmental and International Financial & Development Institutions (such World Bank, International Monetary Fund, African Development Bank, European Central Bank); b) Experience and expertise with private sector corporations (from the global top 100); c) Regional experience and expertise (in various ADB member countries) and; d) Local experience and practice (in the Philippines, and Manila).

List 10 similar contracts for clients over the last 3 years. Include

description, year of engagement and scope of work.

Similiar Contracts or Engagements. The company must show proof of having multi-disciplinary experience & expertise and delivered designs in the following: a) campus and master planning; b) architectural design and building renovation (interiors and exteriors); c) innovative workplace models, designs, and change management; d) corporate-architectural branding; e) innovative designs for public spaces and events venues (inside buildings/campuses); f) designing innovation-centers; g) designs for boardrooms and executive-suites (for top and senior management); h) incorporating state-of-the-art technology/Audio-Visuals in space design; i) designs for smart buildings; j) sustainable and green design.

Submit synopsis and images of at least one project in each of the

disciplines.

Past performance of services at ADB or for ADB-funded projects (if applicable) is preferred. List of ADB contracts or ADB-funded projects. Include description, year of

engagement and scope of work.

Technical Evaluation Criteria, please submit the following list of

required documents

Case Study: The firm shall present a creative design package containing the following: i) design methodologyii) design cost with breakdowniii) design renderings

Creative design packagehigh (pass) / medium /low (fail) scoring

(provided bidder submits all 3 required items)

A. Organization Capacity

B. Technical Competence

C. Additional Requirements (Case Study)




PREQUALIFICATION OF CREATIVE DESIGN SERVICES

Minimum Requirements Applicant's Response

i. Have the nationality of eligible country in accordance with Appendix 12: List of ADB Eligible Member Countries. A CDS firm shall be deemed to have the nationality of a country if the CDS firm is a citizen, or is constituted, or incorporated, and operates in conformity with the provisions of the Laws of that country

ii. Along with its sub-contractors, if any, have not been sanctioned nor be ineligible to enter into transactions with ADB or any other multilateral development bank or institution;

iii. Be in operation for five (5) years in any ADB member country providing CDS

iv. Have a sound financial and credit position i.e. positive net worth

v. Along with its sub-contractors, if any, have no pending litigations that represent more than fifty percent (50%) of its net worth.

vi. To provide deliverable-based services, need to have at least one industry-recognized certification such as ISO 9000 / 9001, or GBCI or other equivalent certifications that are relevant to CDS.

vii. For international-based CDS firms: must have ability to work in the Philippines, with capability to obtain the relevant work visas.

viii. Excluding ADB engagement(s), the CDS firm should have proof of three (3) deliverable based contracts for the provision of CDS relevant to the requirements of ADB (see Section 1.1 above). The contracts must be with any of the following: (i) top 500 corporation worldwide, in the Philippines, or in other countries (based on a published list by a reputable organization such as Forbes, Fortune, Time, etc.); or (ii) Public Sector organization. The contracts has to be ongoing or within the past three (3) years

ix. Acceptance of (a) the established Range of Rates to be adopted in the implementation of the Retainer Contract, and (b) Conditions of Contract to be adopted in the implementation of the CDS Contract

x. Past performance of services at ADB (if applicable) or on ADB funded projects (if applicable) will be taken into consideration as part of the Pre-qualification evaluation




Applicant’s response to the Case Study per Instructions to Applicants Clause 10.1 (ii)

Case Study

Below is a design brief for renovating a typical, traditional executive suite (Vice President’s Suite). This is for Applicants’ use

to develop and submit a conceptual design proposal package that includes the following:

§ design methodology,

§ design drawings and renderings,

§ design cost with breakdown

Design brief for a Vice President (VP) Suite

The VP Suite is approximately 140 square meters located on level 8 of ADB headquarters in Manila. The VP uses the space

for individual work, formal and informal meetings with staff, consultants, her management team, and government officials.

VP Suite design requirements

Users: • 1 Vice President (Female) • 2 Assistants • Up to 10 visitors

Requirement:

• VP workstation • Meeting space for 8-10 people • Lounge area to fit 10-12 people • Two Assistant workstations • Auxiliary Room for filing, etc. • Waiting Area • Rest Room with Shower • Display cabinets/shelving for personal and official gift items and ornaments.

The design proposal is expected to:

1. Include complete fit-out of the entire suite, inclusive of furniture layout and parts, wall and flooring finishes,

ceiling, lighting, and any AV/technology components. 2. No detailed technical specifications of MEP components are required. 3. Reflect a modern setup, whilst maintaining gravitas and ADB’s heritage.




The existing ceiling is typical 300x300mm acoustic ceiling tile with ceiling mount 300x1200mm troffer LED light fixture.

Current wall finishes are plain painted dry wall. Current flooring is carpet tiles. Current furniture is old dark mahogany,

and dates to the late 80’s. Windows are single glazing. Please see pictures of the interior of the suite.

(ADB to provide PDF and CAD file link)

Asian Development Bank Appendix 4 – Secretary’s Certificate IDIQ Contract Services – Creative Design Services Page 25 of 83


APPENDIX 4 Form of Secretary’s Certificate

SECRETARY’S CERTIFICATE I, (name of corporate secretary), being the Corporate Secretary of (name of the company of bidder), hereinafter referred to as the “Corporation”, a corporation organized under the laws of the_____________________, with office address at (complete address of the company), do hereby certify, that the following resolution was unanimously approved in a meeting of the Board of Directors of Corporation held on (date of the meeting) at its principal office, to wit:

Board Resolution No. _____ Series of _____

RESOLVED, the (name of company) be, as it hereby is hereby, authorized to participate in the Prequalification of Indefinite Delivery Indefinite Quantity (IDIQ) Contract Services – Creative Design Services, and in connection therewith the Corporation hereby appoints (name and designation of authorized person – same person who will sign the conforme below) as the duly authorized and designated representative of (name of company), who is granted full power and authority to do, execute and perform any and all acts necessary and/or to represent the Corporation in the bidding.

The above resolution in now in full force and effect and that as of this date, no changes or amendments thereon have been made. IN WITNESS WHEREOF, I have hereunto affixed my signature this (date) at (place).

Signature (Name of corporate secretary)

Corporate Secretary

CONFORME:

Signature (Name of authorized person) Designation: Company:

SUBSCRIBED AND SWORN to before me this _________, affiant exhibiting to be her/his Community Tax Certificate Number ____________ issued on _________ at _________. Doc. No. _____; Page No. _____; Book No. _____; Series of ______.

SEAL AND SIGNATURE

NOTARY PUBLIC

Asian Development Bank Appendix 5 – Prequalification/Bid Securing Declaration IDIQ Contract Services – Creative Design Services Page 26 of 83


APPENDIX 5 Prequalification/Bid Securing Declaration Form

PREQUALIFICATION FOR THE ENGAGEMENT OF INDEFINITE DELIVERY INDEFINITE QUANTITY (IDIQ) CONTRACT SERVICES – CREATIVE DESIGN SERVICES

_______________________

(Date) To: Asian Development Bank

6 ADB Avenue, Mandaluyong City 1550 Metro Manila, Philippines

Attention: Mr. Roger Ball

Advisor, Office of Administrative Services and Head, Procurement and Contracts Administration Unit

I, _______(Name of Authorized Officer)_ _______, as the duly authorized representative of ______(Name of Company)_______, hereby declare as follows:

That we are submitting an application for the Prequalification of Indefinite Delivery Indefinite Quantity (IDIQ) Contract Services – Creative Design Services;

That we shall not withdraw or modify our Application after the closing time for submission and before the end of the period of validity;

That we shall not influence ADB in its evaluation, comparison or Contract award decisions;

That within the stipulated number of days from the date ADB notifies us that we are successful, we shall accept the Retainer Contract and Range of Rates as indicated in the Letter of Acceptance of Application (see Appendix 8); and

That in the event that we violate the preceding paragraphs 2, 3 and 4, we understand and accept that we shall be disqualified from bidding in any or all future contracts with ADB.

Sincerely, _____________________________________ (Name and Signature of Authorized Officer)

_________________________________________________ (Designation of Authorized Officer)

_________________________________________________ (Name of Applicant/Company)

_____________________________________ (Business Address)

Asian Development Bank Appendix 6 – Joint Venture Data IDIQ Contract Services – Creative Design Services Page 27 of 83


APPENDIX 6 Joint Venture Data

A copy of the joint venture agreement must be attached. In case the joint venture agreement is not acceptable to ADB, the joint venture may be requested to modify the agreement accordingly. Failure to submit a modified joint venture agreement within 21 days upon receipt by the Applicant of the request for modification will disqualify the Applicant for further consideration.

Names of all Partners of a Joint Venture 1. Lead Partner 2. Partner 3. Partner 4. Partner 5. Partner 6. Partner

Asian Development Bank Appendix 7 – Range of Rates IDIQ Contract Services – Creative Design Services Page 28 of 83


APPENDIX 7 Range of Rates

1. Professional Fees for CDS

The table below shows the range of man-hour rates for different level of expertise depending on the work requirement. The range is applicable for different types of work, be for a full delivery of creative design service or only for a peer review. The rates are VAT-exclusive and should cover remuneration, reports and all other miscellaneous costs to the CONTRACTOR.

2. Travel-related Expenses (per person)

In the event that the CONTRACTOR requires to travel to ADB, ADB will reimburse the CONTRACTOR at cost upon submission of travel receipts and boarding passes. Reimbursement by ADB has a limit of US$5,000/visit/person for round-trip travel to the ADB Headquarters, Offices, and Resident Missions. A fixed cost of US$350 per diem for each traveler will also be paid by ADB for the agreed number of days at ADB Headquarters, Offices, and Resident Missions. The per diem cost includes accommodation, meals, and local transportation.

Man-Hour Rate (USD)

Lower Limit

Upper Limit

Lead 150 300 Senior 125 250 Junior 100 200 Admin 75 150

Asian Development Bank Appendix 8 – Letter of Acceptance of Application IDIQ Contract Services – Creative Design Services Page 29 of 83


APPENDIX 8 Letter of Acceptance of Application

Date: ________________________ _____________________ _____________________ _____________________ _____________________

Attention: _________________________ Sirs: Subject: Letter of Acceptance

Prequalification for Indefinite Delivery Indefinite Quantity (IDIQ) Contract Services – Creative Design Services

With reference to the execution of the above Services, this is to inform you that the Asian Development Bank (hereinafter referred to as ADB) hereby accepts your Application to Prequalify dated _____________ for the Creative Design Services, and in accordance with the terms, provisions and stipulations contained in the documents collectively referred to as the “Prequalification Documents”.

In lieu of your company being prequalified, attached is a copy of the IDIQ Contract and ADB established Range of Rates for your conforme. Your written acceptance to the attached documents is requested within ___ days.

The commencement date of this Contract is tentative on _______________. A pre-

mobilization meeting will be scheduled by (user section) before the commencement date of this Contract.

Very truly yours,

Roger Ball Advisor, Office of Administrative Services and Head, Procurement and Contracts Administration

Asian Development Bank Appendix 9 – Form of Contract IDIQ Contract Services – Creative Design Services Page 30 of 83


APPENDIX 9 Form of IDIQ Contract {Draft and subject to change}

Contract No. ADB/OAS-2020/xxx INDEFINITE DELIVERY INDEFINITEQUANTITY (IDIQ) CONTRACT SERVICES

– CREATIVE DESIGN SERVICES

THIS CONTRACT (hereinafter "Contract") made on the ___ day of _______ 2020 between the ASIAN DEVELOPMENT BANK of 6 ADB Avenue, Mandaluyong City, Metro Manila, Philippines (hereinafter " ADB "), of the one part, and ________________________ of __________________________ (hereinafter "Service Provider"), of the other part: WHEREAS ADB desires that the Provision of Services known as “Indefinite Delivery, Indefinite Quantity (IDIQ) Contract Services – Creative Design Services” shall be executed by the "Service Provider" and has accepted an Application by the "Service Provider" for the execution and completion of the provision of Services and the remedying of any defects therein, ADB and the "Service Provider" agree as follows: In this Contract words and expressions shall have the same meanings as are respectively assigned to them in the Contract documents referred to in the General Conditions of Contract indicated in Paragraph 2 below. The following documents shall be deemed to form and be read and construed as part of this Contract, viz.:

(a) Special Conditions of Contract (b) General Conditions of Contract (c) Letter of Acceptance of Application (d) Statement of Work (e) Technical Application Form (f) Technical Application Response Template

This Contract shall prevail over all other Contract documents. In the event of any discrepancy or inconsistency within the above Contract documents, then the documents shall prevail in the order listed above. In consideration of the payments to be made by ADB to the Contractor as indicated in this Contract, the Contractor hereby covenants with ADB to provide the Services and to remedy defects therein in conformity in all respects with the provisions of the Contract. ADB hereby covenants to pay the "Service Provider" in consideration of the execution and completion of Services and the remedying of defects therein, the Contract Price or such other sum as may become payable under the provisions of the Contract at the times and in the manner prescribed by the Contract. IN WITNESS whereof the parties hereto have caused this Contract to be executed in on the day, month and year indicated above.

Asian Development Bank Appendix 9 – Form of Contract IDIQ Contract Services – Creative Design Services Page 31 of 83


for and on behalf of ADB:

for and on behalf the Contractor:

ROGER BALL Advisor, Office of Administrative Services and Head, Procurement and Contracts Administration Unit

_________________________________

Date of signing: ___________________

Date of signing: ____________________

Asian Development Bank Appendix 10 – General Conditions of Contract IDIQ Contract Services – Creative Design Services Page 32 of 83


General Conditions of Contract

General Conditions of Contract

(Contract No. ADB/OAS-2020/__)

The General Conditions of Contract (GCC), read in conjunction with the Special Conditions of Contract (SCC) and other documents listed therein, is a complete document expressing the rights and obligations of ADB and the CONTRACTOR.

The GCC shall not be altered. Any changes and complementary information, which may be needed, shall be introduced only through the SCC.

Table of Clauses

Contents 1. Definitions ............................................................................................................................ 33 2. Scope of Contract ................................................................................................................. 36 3. Performance and Delivery .................................................................................................. 36 4. Inspection, Evaluation, Acceptance or Rejection ............................................................. 37 5. Price and Payment ............................................................................................................... 38 6. Indemnification for Infringement of Third-Party Rights ................................................ 39 7. Limitation of Liability ......................................................................................................... 39 8. Security and Insurance ....................................................................................................... 39 9. Warranties and Representations ........................................................................................ 41 10. Contractor’s Undertakings ............................................................................................. 43 11. Use of ADB Property ....................................................................................................... 46 12. Confidentiality; Use of Contract Documents and Information; Publicity ................. 46 13. Conflict of Interest ........................................................................................................... 47 14. Integrity Violations .......................................................................................................... 47 15. Inspections and Audits .................................................................................................... 48 16. Assignment and Subcontracting ..................................................................................... 48 17. Transition ......................................................................................................................... 49 18. Contract Amendment ...................................................................................................... 49 19. Settlement of Disputes ..................................................................................................... 49 20. Termination ...................................................................................................................... 50 21. Force Majeure .................................................................................................................. 52 22. Authorized Representative .............................................................................................. 52 23. Notices and Communication ........................................................................................... 53 24. Special Character, Privileges and Immunities of ADB ................................................ 53 25. Governing Law and Language ....................................................................................... 53 26. Waiver ............................................................................................................................... 54 27. Counterpart ...................................................................................................................... 54 28. Entirety and Separability ................................................................................................ 54 29. Survival of Provisions ...................................................................................................... 54



1. Definitions

“Abuse”, refers to theft, waste or improper use of assets related to ADB-related activity, either committed intentionally or through reckless disregard.

“ADB” refers to the Asian Development Bank, the organization purchasing the

Services and Related Goods.

“ADB Headquarters” or “Headquarters” refers to the Headquarters of ADB in Manila, Philippines.

"Authorized Representatives" are the persons named in Clause 22 and authorized

to represent the Parties in sending and/or receiving Notices and Communications related to the Contract.

“Charter” refers to the Agreement Establishing the Asian Development Bank (ADB

Charter) signed by the member states and can be found at http://www.adb.org/documents/agreement-establishing-asian-development-bank-adb-charter.

“Coercive practice” 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.

“Collusive practice” is an arrangement between two or more parties designed to

achieve an improper purpose, including influencing improperly the actions of another party.

“Conflict of interest”, is defined as any situation in which a party has interests that

could improperly influence that party’s performance of official duties or responsibilities, contractual obligations, or compliance with applicable laws and regulations.

"Contract" refers to the agreement that ADB and the CONTRACTOR entered into,

as recorded in the Contract Form that the Parties signed, including all attachments and appendices and all documents incorporated by reference therein.

"Contract Documents" consists of the Contract and all attachments and

appendices, including but not limited to, the Technical Specifications, Technical and Financial Rate Proposals, Fee Schedule, Secretary's Certificate, Letter of Acceptance of Bid, ADB's Safety and Security Regulations, relevant Administrative Orders, Good Social Management Certificate and amendments thereto.

"Contract Price" means the price stated in the SCC payable to the

CONTRACTOR for the full and proper performance of its contractual obligations.

“CONTRACTOR” refers to the Party (individual or entity, whether public, quasi-public or private) named in the SCC that performs the Services and supplies the Related Goods using its own means, methods or manner of accomplishing the desired result pursuant to a contract with ADB. This includes the CONTRACTOR’s personnel, representatives, successors, and permitted assignees.



"Contracts Administration Unit” or "CA" refers to the sub-unit in the Procurement and Contracts Administration Unit, Office of Administrative Services that ensures ADB and the CONTRACTOR comply with their obligations under the Contract.

“Corrupt practice” is the offering, giving, receiving, or soliciting, directly or

indirectly, anything of value to influence improperly the actions of another party.

"Day" means calendar day.

"Default" means any breach of the obligations of a Party or any other default, act, omission, negligence or negligent statement of a Party in connection with to the subject-matter of the Contract and in respect of which such Party is liable to the other.

"Delay" means delivery beyond the Delivery Date or Dates specified in the

Contract.

“Equipment” includes office machines, engineering, safety and security implements, furniture and/or furnishings, tools, instruments, vehicles, and other machines or implements used for ADB operations.

"Final Acceptance" refers to ADB’s acceptance of the Services and Related

Goods after they are delivered, initially inspected, and found to comply with the performance standards provided in the SCC.

"Force Majeure" or "Fortuitous Event" refers to events, which a Party could not

have foreseen, or which though foreseen, were inevitable, provided that the Party takes all reasonable precautions, due care and reasonable alternative measures, for the purpose of carrying out the terms and conditions of this Contract. Specifically, Force Majeure shall refer to events beyond the reasonable control of a Party, and which makes a Party's performance of its obligations hereunder impossible or so impractical to be considered impossible in the circumstances, and includes, but is not limited to, war, riots, civil disorder, earthquake, fire, explosion, extraordinary storm, extraordinary flood or other extraordinary adverse weather conditions, strikes, lockouts or other industrial action (except where such strikes, lockouts or other industrial actions are within the power of the Party invoking Force Majeure to prevent), confiscation or any other action by government agencies. Force Majeure shall not be deemed to include: (a) any event which is caused by the negligence or intentional action of a Party or such Party's consultants, agents or employees; (b) any event which a diligent Party could reasonably have been expected to both: (i) take into account at the time this Contract was entered into; and (ii) avoid or overcome in the carrying out of its obligations hereunder; or (c) the insufficiency of funds, inability to make any payment required under this Contract, or any economic conditions, including but not limited to inflation, price escalations, or labor availability.

“Fraudulent practice” 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.

"GCC" refers to the General Conditions of Contract.

"Headquarters Agreement" refers to the Agreement Between ADB and the

Republic of the Philippines Regarding the Headquarters of ADB, which can be found at



“Integrity violation” is any act which violates ADB’s Anticorruption Policy, including

corrupt, fraudulent, coercive, or collusive practice, abuse, conflict of interest, and obstructive practice, as defined herein.

“Member Country” refers to a country or territory which is member of the ADB,

as may be seen in http://www.adb.org/about/members.

"Notices" refers to all written communication required under the Contract to be exchanged between the Parties, including but not limited to, requests, permissions or consent.

“OAI” refers to the Office of Anticorruption and Integrity of ADB.

"OAPC" refers to the Procurement and Contracts Unit in OAS.

"OAOR" refers to the Organizational Resilience Unit in OAS. “OAFA-FM” refers to the Facilities Planning and Management Unit of the

Facilities and Asset Division, in OAS. “OAOD-PMU” refers to the Program Management Unit in OAS.

"OAS" refers to the Office of Administrative Services of ADB.

“Obstructive practice” which includes (a) deliberately destroying, falsifying,

altering or concealing of evidence material to an ADB investigation; (b) making false statements to investigators in order to materially impede an ADB investigation; (c) failing to comply with requests to provide information, documents or records in connection with an OAI investigation; (d) 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 (e) materially impeding ADB’s contractual rights of audit or inspection or access to information.

"Party" or "Parties" refer to either or both ADB and the CONTRACTOR.

“Project Site,” where applicable, means the place or places named in the SCC

where the CONTRACTOR shall provide the Services.

"Related Goods" means those goods necessarily required for or resulting from providing the Services.

"SCC" refers to the Special Conditions of Contract.

"Service Level Agreement" or "SLA" refers to terms agreed between the Parties

to determine satisfactory performance under the Contract.

“Services” refers to the services specifically described in the SCC.

"User Unit” refers to the organizational unit in ADB which requested procurement of the Services and Related Goods and is responsible for receiving and accounting for the Services and Related Goods subject to the provisions of the Contract.



2. Scope of Contract

2.1. The Services and Related Goods to be performed and delivered are specified in the SCC. The CONTRACTOR shall perform the Services according to ADB’s requirements and performance standards specifically described in the SCC and other Contract Documents during the Contract Period.

2.2. The Services shall include Related Goods or items that are not specifically

mentioned but are necessary to complete performance of the Contract. Specific Related Goods and additional requirements for complete delivery of the Contract shall be provided in the SCC, or an Appendix, as may be appropriate.

2.3. The CONTRACTOR is expected to conform to ADB's Environment Policy found

at http://www.adb.org/documents/environment-policy-asian-development-bank; and to ADB’s Safeguard Policy found at http://www.adb.org/documents/safeguard-policy-statement. Any other specific sustainability and environmental requirements, if there are any, shall be specified in the SCC.

3. Performance and Delivery

3.1. Contract Period. Performance of the Service and delivery of the Related Goods must be provided within the term and according to the schedule stated in the SCC.

3.2. Renewal. ADB has the option to renew the Contract for a period of at least one (1)

year, provided ADB sends a written notice to the CONTRACTOR at least thirty (30) days before the expiration of the on-going Contract. Unless the Contract Period and Contract Price are successfully renegotiated before expiration of the on-going Contract, all the terms and conditions shall apply during the renewed contract period.

3.3. Provisional Extension. If ADB and the CONTRACTOR fail to agree on a new

Contract Price for a renewed contract period before the on-going Contract expires, the Contract shall be deemed extended for a period of up to six (6) months, at the election of ADB, under the same terms and conditions as the on-going Contract. ADB shall send a written notice of provisional extension to the CONTRACTOR three days before expiration of the on-going Contract, indicating the period of provisional extension. During the period of provisional extension, the CONTRACTOR and ADB shall negotiate in good faith and agree on a new Contract Price.

3.4. Delay. ADB reserves the right to cancel the contract without liability as a result of

CONTRACTOR’s failure to perform its obligations within the specified term.

Delay in performance shall render the CONTRACTOR liable for liquidated damages provided in Clause 3.5.

Delay may constitute default that may result in termination of the Contract,

forfeiture of the CONTRACTOR’s performance security or performance bond, and/or award of the Contract to another qualified contractor or substitute procurement under Clause 20.6.



3.5. Liquidated Damages. If the CONTRACTOR fails to perform the Services or to deliver the Related Goods within the period(s) specified in the SCC, ADB shall, without prejudice to its other remedies under the Contract and applicable laws, deduct from the Contract Price, Liquidated Damages equivalent to a percentage of the Contract Price for every day of delay until actual performance or delivery. The actual rate, factor of deduction, and the maximum allowable deduction are specified in the SCC. Once the maximum allowable deduction for Liquidated Damages provided above is reached, ADB may consider terminating the Contract based on the grounds provided herein.

3.6. Extension of Delivery Date. If the CONTRACTOR encounters conditions impeding

timely performance of the Service or delivery of the Related Goods, the CONTRACTOR shall immediately notify ADB in writing of the probability of delay and its likely duration and cause(s). ADB shall evaluate the situation and advice the CONTRACTOR if the Contract Period may be extended.

3.7. Service Level Agreement (SLA). ADB and the CONTRACTOR may execute an SLA

that provides the criteria and the measurement indicators to assess the CONTRACTOR’s level of performance.

3.8. ADB Assistance. When performance of the obligations in the Contract requires the

CONTRACTOR to obtain permits, approvals, or import and other licenses from local public authorities, other than those which the CONTRACTOR has warranted to possess, and the CONTRACTOR requests ADB's assistance in this regard, ADB may exert best efforts to assist the CONTRACTOR in completing such requirements in a timely and expeditious manner.

4. Inspection, Evaluation, Acceptance or Rejection

4.1. To confirm that the Services and Related Goods comply with the agreed performance standards, the CONTRACTOR shall allow ADB to inspect and evaluate the Services and Related Goods. The CONTRACTOR shall furnish all reasonable facilities and assistance, including access to data and other relevant documents at no cost to ADB. Details of the inspection and/or evaluation that ADB requires, if there are any, shall be specified in the SCC.

4.2. ADB may reject, in whole or in part, the Services and Related Goods when they

are evaluated to be inadequate or not conforming to the required performance standards. ADB has the right to require CONTRACTOR to rectify, modify, improve, or repeat the Services and Related Goods at no cost to ADB. Rejected goods will be returned to the CONTRACTOR or held by ADB for disposition, both at CONTRACTOR’s risk and expense. ADB may charge CONTRACTOR the cost of inspecting or re-inspecting rejected Services and/or Related Goods.

4.3. When the performance of the CONTRACTOR falls below the required Performance

Standards, ADB shall compute the corresponding deduction(s) to be applied to the total Contract Price following the Scheduled Rate of Deductions provided in the SCC and/or SLA. ADB shall deduct the aforementioned amount from the CONTRACTOR’S succeeding payments, as applicable.

4.4. The CONTRACTOR’s consent to the inspection and/or evaluation of the Services

and Related Goods shall not release the CONTRACTOR from its warranty obligations under the Contract. ADB's payment under the Contract shall not be deemed acceptance of any Services and/or Related Goods delivered. Acceptance shall not relieve CONTRACTOR of its warranty obligations or liability for latent defects.



4.5. Acceptance shall be evidenced in writing (certificate of acceptance or completion

issued by the User Unit) and follow the procedures set forth in the SCC or agreed beforehand between ADB and the CONTRACTOR.

5. Price and Payment

5.1. Contract Price. ADB shall pay the CONTRACTOR the Contract Price on the date and in the manner provided in the SCC. Unless otherwise specified in the SCC, the Contract Price is a firm and fixed lump sum that covers actual and contingent costs, including additional compulsory statutory benefits and social contributions, that the CONTRACTOR would incur in performing the Services, and shall be tax free in accordance with Clause 24. The Contract Price shall not vary from the price that the CONTRACTOR quoted in its Bid, except for any change resulting from a Contract Price Adjustment in accordance with Clause 5.2 below.

5.2. Contract Price Adjustment. The Parties may agree to adjust the Contract Price

following the price adjustment provisions specified in the SCC. However, the CONTRACTOR shall not demand price adjustments due to fluctuations in the foreign exchange rate, increase in the CONTRACTOR’s actual or contingent costs, or such other similar causes. In case of Contract renewal, the CONTRACTOR may submit to ADB a written proposal to adjust the Contract Price for a renewed contract period at least thirty (30) days before the expiration of the term of the on-going Contract or within ten (10) days from receipt of a notice to renew from ADB. The Contract Price or rates shall remain unchanged for the renewed contract period if ADB exercise its option to renew and the CONTRACTOR does not submit to ADB a proposal to increase the Contract Price within ten (10) days from receipt of a notice to renew from ADB.

5.3. Additional Services. Should ADB require additional services not covered by the

Work Performance Statement referred to in the SCC, ADB shall pay the CONTRACTOR for such contingency services in terms of person-hours and/or materials at the rates/prices that ADB and the CONTRACTOR shall negotiate and agree when the need arises.

5.4. Payment Procedure. All requests for payment shall be made no later than ninety (90) days from completion or termination of the Contract, whichever is applicable; failure to claim during the designated period shall be a bar to claim payment.

The CONTRACTOR’s request(s) for payment shall be made to ADB in writing;

accompanied by an invoice describing the Services performed and Related Goods delivered; and upon fulfillment of other obligations stipulated in the Contract.

The CONTRACTOR shall submit such documents supporting the

CONTRACTOR’s invoice, as ADB may reasonably require.

Unless otherwise specified in the SCC, payments shall be made only after the Head of the User Unit certifies that the Services and Related Goods were evaluated and found to have been performed and delivered according to the terms of the Contract.

ADB shall pay promptly and not later than thirty (30) days after the

CONTRACTOR submits a proper invoice. The CONTRACTOR shall accept payments as full satisfaction of the CONTRACTOR’s entire claim arising out of or in connection with the Contract.



Advance Payment may be requested equivalent to an amount not exceeding

thirty (30%) percent of the Contract Price and covered by an Advance Payment Guarantee in the form provided by ADB. Other than the Advance Payment at the

commencement of the Contract, no payment shall be made for Services and Related Goods not yet performed or delivered under the Contract, unless with the prior approval of the Head of the User Unit.

Unless otherwise agreed, ADB shall remit payment of the Contract Price by

electronic transfer. The CONTRACTOR shall provide ADB the CONTRACTOR’s bank details such as bank name, bank address/branch, account name, and account number on its invoices or requests for payment.

6. Indemnification for Infringement of Third-Party Rights

The CONTRACTOR agrees, if asked by ADB, to defend ADB against all claims, suits, actions, or proceedings involving intellectual property infringement in which ADB is named a defendant or co-defendant, including but not limited to, actual or alleged infringement of any patent, trademark, copyright, or trade secret, resulting from ADB’s use of the Services or Related Goods acquired hereunder. The CONTRACTOR also agrees to pay for any costs of such defense, including legal fees; and further agrees to pay and discharge any judgments, awards or decrees which may be rendered in any suit, action, or proceeding against ADB for alleged infringement.

7. Limitation of Liability

Except in cases of gross negligence or willful misconduct:

Neither Party shall be liable to the other Party 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 CONTRACTOR to pay liquidated damages to ADB; and

The aggregate liability of the CONTRACTOR to ADB, whether under the Contract, in

tort, or otherwise, shall not exceed the amount specified in the SCC, provided that this limitation shall not apply to the cost of repairing or replacing defective equipment, or to any obligation of the CONTRACTOR to indemnify ADB with respect to infringement of third-party rights (Clause 6).

8. Security and Insurance

8.1. General Conditions for Securities and Insurance

8.1.1. The CONTRACTOR shall obtain and maintain such insurance or securities as the Parties may agree, as indicated in the SCC.

8.1.2. The CONTRACTOR shall furnish evidence that required insurance and/or

securities were taken and are effective for the required period as specified in the SCC. The CONTRACTOR shall deposit with ADB a copy of the required securities and/or insurance policy/ies and receipts for payment of the corresponding premium, as applicable, within the time required, as provided in the Contract, or as soon as possible.



8.1.3. If the CONTRACTOR fails to take the required insurance or fails to

maintain the same, ADB may make alternative arrangements to protect ADB's interest, including but not limited to, taking out and maintaining the required

insurance itself and recovering the cost from the CONTRACTOR by deducting the same from the Contract Price. The CONTRACTOR shall cooperate with ADB in this regard and provide the necessary consents and other requirements when required by the insurance provider or ADB.

8.1.4. OAPC, in coordination with the User Unit, shall monitor compliance with

these requirements.

8.2. Performance Security or Performance Bond

8.2.1. To secure performance of its obligations under the Contract, the CONTRACTOR shall post sufficient security, as follows:

For contracts valued at US $ 250,001 and above, the

CONTRACTOR shall post a performance security worth at least ten percent (10%) of the total Contract Price, or as indicated in the SCC; and

For contracts valued at US $ 250,000 or less, the CONTRACTOR

shall post a performance bond equivalent to one hundred percent (100%) of the Contract Price, or as indicated in the SCC.

8.2.2. For contracts valued at US $ 250,001 and above, the performance

security shall be in one of the following forms:

Cashier’s check, manager’s check, or bank draft;

Bank guarantee or an irrevocable stand-by letter of credit issued by a reputable bank in Manila, Philippines or abroad and acceptable to ADB;

Sovereign guarantee in the amount of one hundred percent

(100%) of the Contract Price; or

Such form as may be specified in the SCC.

8.2.3. The performance security or performance bond shall be denominated in Philippine Pesos or US Dollars, or in a freely convertible currency acceptable to ADB.

8.2.4. The CONTRACTOR shall submit the performance security or

performance bond within ten (10) days from signing of the Contract, unless otherwise specified in the SCC.

8.2.5. Unless otherwise specified in the SCC, ADB shall discharge and return

the performance security or performance bond to the CONTRACTOR not later than thirty (30) days following the date of complete performance of the CONTRACTOR’s obligations under the Contract, as evidenced by the issuance of ADB Certificate of Completion/Acceptance.



8.2.6. ADB shall have the right to unilaterally call the performance security or performance bond when ADB determines that:

The CONTRACTOR, in violation of or contrary to its warranties

under the Contract, does not have the required license, permit, power and/or authority to enter into and fully perform its obligations under the Contract;

The CONTRACTOR failed to submit to ADB the Good Social

Management Certificate included among the Contract Documents; misrepresented or made false statements in the Certificate; or failed to fulfill any of its warranties and obligations under the Contract; or

The CONTRACTOR breached the Contract and failed to remedy

the breach, if ADB deems such breach remediable, within seven (7) days from receipt of notice from ADB.

8.3. General Liability Insurance and Indemnity

8.3.1. Before commencing performance, the CONTRACTOR may be required

to acquire Comprehensive General Liability Insurance taking into account such conditions acceptable to ADB, including, but not limited to the following:

The CONTRACTOR shall be liable for and shall indemnify and hold

ADB harmless against the costs of claims against ADB arising out of injury to or death of any person, or any loss of or damage to property, including the property of ADB, due to the fault or negligence of the CONTRACTOR or persons acting for the CONTRACTOR.

Unless otherwise provided in the SCC, the face value of the

insurance shall not be less than Pesos Two Million Five Hundred Thousand (P2,500,000.00) for each occurrence, and the insurance shall be automatically renewed after the face value has been expended. In no case shall the value of the insurance be lower than the total Contract Price, if the total Contract Price is lower than Pesos Two Million Five Hundred Thousand (P2,500,000.00).

8.3.2. The CONTRACTOR shall indemnify and hold ADB free and harmless from

any and all claims made by CONTRACTOR’s personnel under labor laws and other related legislation, including but not limited to, the minimum wage law.

9. Warranties and Representations

9.1. Unless expressly exempted by ADB, the CONTRACTOR warrants that the CONTRACTOR and its Subcontractors, if any, is from an ADB Member Country; that the Services and Related Goods provided by it are sourced from ADB Member Countries; and that the CONTRACTOR will continue to be the same for the duration of the Contract.

9.2. The CONTRACTOR warrants that it has full capacity, authority and consent, including

the consent of its parent company, where applicable, and that it possesses the necessary licenses, permits, and power to execute and perform its obligations under



the Contract. The CONTRACTOR further warrants that the Contract is executed by the Authorized Representative of the CONTRACTOR.

9.3. All information contained in the CONTRACTOR's bid is true, accurate, and not

misleading.

9.4. To the best of the CONTRACTOR's knowledge and belief, no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, pending or being threatened against the CONTRACTOR or any of its assets that could materially and adversely affect the CONTRACTOR's ability to deliver the Services and Related Goods under the Contract.

9.5. The CONTRACTOR is not subject to any contractual obligation that would materially

and adversely affect the CONTRACTOR's ability to deliver the Services and Related Goods under the Contract; nor has the CONTRACTOR done or omitted to do anything that could materially and adversely affect its assets, financial condition, or position as a going business concern.

9.6. The CONTRACTOR has not filed or is not facing any proceeding for winding up its

business, or for dissolution, insolvency, bankruptcy, or the appointment of a receiver, liquidator, administrator, or similar officer in relation to any of the CONTRACTOR’s assets or revenue. The CONTRACTOR expressly warrants its financial viability and shall permit ADB to inspect the CONTRACTOR’s accounts, financial statements and other records relevant to the performance of the CONTRACTOR under the Contract, or otherwise have these accounts and records audited externally, as ADB may deem necessary.

9.7. The CONTRACTOR has undertaken all financial accounting and reporting activities

required under generally accepted accounting principles that apply to the CONTRACTOR and in the country where it is registered and has complied with applicable securities and tax laws and regulations.

9.8. The CONTRACTOR warrants that Services and Related Goods delivered

and/or performed under this Contract are: (a) free from defects in material and workmanship; fit and sufficient for the purposes intended with due skill and care; and (c) in strict conformance to applicable standards. The warranties specified herein shall be in addition to any other warranties, express, statutory, or implied. This warranty shall survive ADB's evaluation, acceptance, and payment. ADB's continued use of the Services and/or the Related Goods after notifying CONTRACTOR of failure to conform to the Contract or breach of warranty will not be considered a waiver of ADB's right to a remedy.

9.9. To ensure that the CONTRACTOR would correct or cause the correction of all defects,

the CONTRACTOR provides warranty against defects for a minimum period of three (3) months for supplies and one (1) year for equipment, counted from complete performance of the Contract or other period as may be specified in the SCC. At the CONTRACTOR’s option, the warranty shall be secured by retention of at least ten percent (10%) of every progress payment, or a special bank guarantee of at least ten percent (10%) of the total Contract Price, or such amount as may be specified in the SCC. The security shall be released only after the lapse of the warranty period, after the Services and Related Goods provided are confirmed to be free from patent and latent defects, and all the conditions imposed under the Contract have been fully met.



9.10. ADB shall promptly notify the CONTRACTOR in writing of any claim arising under any or all of the express and implied warranties provided in the Contract. The CONTRACTOR shall, within three (3) days from receipt of the notice, repeat or replace the defective Services and/or Related Goods or parts thereof, without costs to ADB.

9.11. If the CONTRACTOR, after notice, fails to remedy the defect(s) as provided in the

preceding clause, ADB may take necessary remedial action at the CONTRACTOR’s risk and expense and without prejudice to any other right that ADB may have against the CONTRACTOR under the Contract and other applicable laws.

10. Contractor’s Undertakings

10.1. The CONTRACTOR shall immediately notify ADB in writing when:

the CONTRACTOR merges with, is acquired, or transfers all or substantially all its assets to another entity;

a third person or entity acquires directly or indirectly the majority of equity

securities and, consequently, the power to elect a majority of the board of directors of the CONTRACTOR; or otherwise acquires directly or indirectly the power to control the policy making decisions of the CONTRACTOR;

the CONTRACTOR is dissolved; applies for insolvency or bankruptcy; or

otherwise admits in writing its inability to pay its outstanding obligations;

the CONTRACTOR is administratively or judicially declared insolvent or bankrupt, placed under receivership, administration, rehabilitation or liquidation;

the CONTRACTOR’s financial condition becomes significantly unstable and

threatens to jeopardize the CONTRACTOR’s ability to perform its obligations under the Contract;

the CONTRACTOR loses any license or authorization required to perform its

obligations under the Contract; or

the CONTRACTOR faces any event beyond the control of the CONTRACTOR or a situation that makes it impossible for the CONTRACTOR to carry out its obligations under the Contract.

ADB and the CONTRACTOR shall explore alternative arrangements to implement the Contract under any or all of the above circumstances.

10.2. The CONTRACTOR shall not pay any commissions, or fees; grant any rebates or

give gifts or favors; or otherwise enter into any financial or business arrangements with ADB personnel or their dependents during the effectivity of the Contract.

10.3. The CONTRACTOR is an independent contractor of ADB. The Contract shall not

nor be deemed to create the relationship of employer and employee, master and servant, or principal and agent between ADB and the CONTRACTOR or the CONTRACTOR’s employees, agents or any other persons engaged by the CONTRACTOR to perform its obligations under the Contract. Accordingly, neither Party shall be authorized to act in the name or on behalf of, or otherwise bind the other Party, save as expressly permitted by the terms of the Contract.



10.4. To the fullest extent permitted by law, CONTRACTOR agrees to indemnify and hold harmless ADB, its officers, directors, employees and agents from and against all claims, suits, damages and losses, including reasonable attorneys' fees and expenses, that arise from CONTRACTOR’s negligence, wrongful acts or omissions, or breach of the terms of this Contract.

10.5. The CONTRACTOR shall diligently perform all its obligations under the Contract,

observe good social management practices, and comply with relevant laws, regulations, decrees and orders of competent government agencies or authorities.

10.6. The CONTRACTOR shall submit to ADB the Good Social Management Certificate

[Ref. to Appendix XX: Form of Good Social Management] within fifteen (15) days from the date of the Contract, and whenever required, as indicated in the SCC. In case of failure to submit the Good Social Management Certificate or violation of good social management practices by the CONTRACTOR, ADB in its discretion shall deduct from any or all payments payable to the CONTRACTOR a sum of up to thirty percent (30%) of the invoice value or Contract Price as a non-refundable penalty, without prejudice to other remedies or measures that ADB may avail of under the Contract. The CONTRACTOR undertakes that it shall not directly or indirectly pass the penalty above, entirely or in part, to its employees.

10.7. In addition to the Good Social Management Certificate, and as evidence of

compliance with labor, social welfare, and environment laws and regulations, the CONTRACTOR shall submit to OAPC a certification that the Services and Related Goods subject of the Contract were not manufactured in violation of local and international labor, occupational safety, and environmental standards.

10.8. CONTRACTOR and all subcontractors shall use reasonable efforts to ensure that

funds paid by ADB to CONTRACTOR and all subcontractors are not used to finance, support or conduct terrorism.

For CONTRACTORS providing on-site services.

10.9. The CONTRACTOR shall at all times provide ADB with an adequate number of qualified and experienced managerial, service, and support staff, as appropriate, to perform the Services and/or deliver the Related Goods in accordance with the Contract, the CONTRACTOR shall supervise and control the CONTRACTOR’s personnel at all times, but ADB may reject or recommend re -assignment of CONTRACTOR’s personnel when ADB finds their qualifications insufficient or inconsistent with the qualifications required in the Contract.

10.10. The CONTRACTOR shall, at its own expense, provide its personnel with uniforms

acceptable to ADB. Such uniforms shall afford adequate protection from the usual working hazards encountered by the CONTRACTOR’s personnel; distinctly identify the CONTRACTOR’s personnel apart from ADB personnel; and be neat and worn properly at all times by the CONTRACTOR’s personnel during the performance of the CONTRTACTOR’s obligations under the Contract.

10.11. The CONTRACTOR and its personnel shall behave according to generally

acceptable standards in delivering the Services and Related Goods. The CONTRACTOR and its personnel shall also comply with ADB's Safety and Security Regulations and other regulations concerning the movement and conduct of persons on ADB premises, including but not limited to, the requirement to wear appropriate identification cards while inside ADB premises (Ref to Appendix xx: ADB Safety and Security Procedures).



10.12. ADB reserves the right to refuse entry into or remove from ADB Premises

CONTRACTOR and its personnel who, in ADB's judgment, are under the influence of alcohol or other drugs or, for any reason, are deemed incapable of safely and reliably performing assigned work or whose behavior does not conform to generally accepted standards.

10.13. CONTRACTOR and its personnel who commit an offense on ADB Premises shall

be removed from ADB Premises and/or surrendered to local law enforcement authorities. For this purpose, the CONTRACTOR recognizes the authority of OAOD-SBG to summon CONTRACTOR and/or its personnel for investigation. Such offenses include, but are not limited to, the following:

Theft/Pilferage. Removing or attempting to remove from ADB Premises,

without gate pass or authority to do so, ADB property, regardless of the condition or value of such property; or stealing personal property while on ADB premises.

Damage or Disruption. Deliberately or through culpable negligence disrupting

ADB operations, and/or otherwise causing damage to or destroying ADB’s property.

Drunkenness/Alcoholism. Consuming intoxicating beverages on ADB

Premises or reporting for work under the influence of alcohol.

Using Prohibited Drugs. Includes possessing, pushing, consuming or otherwise using prohibited drugs, hallucinogenic substances or narcotics on ADB premises.

Gambling. Gambling in any form while on ADB premises.

Violence. Using force, physical assault, coercion, threat, intimidation,

extortion, bribery, or engaging in other unlawful activities with ADB or non-ADB personnel for any purpose whatsoever.

Possessing Firearms and other deadly weapons. Carrying firearms, licensed

or unlicensed, and/or other deadly weapons while on ADB premises.

10.14. The CONTRACTOR and its personnel shall not loiter and shall remain within the location(s)/area(s) where they are authorized to be and/or are assigned; except the CONTRACTOR and its personnel may use ADB's cafeteria for meals while on duty. The CONTRACTOR and its personnel should leave ADB premises within a reasonable time after completing Delivery and/or performance of its obligations.

10.15. The CONTRACTOR shall comply with health and safety measures of ADB. The

CONTRACTOR shall promptly notify ADB of any health and safety hazards which may arise in connection with the performance of its obligations under the Contract. ADB shall promptly notify the CONTRACTOR of any health and safety hazards which may exist or arise in ADB's premises and which may affect the CONTRACTOR in performing its obligations under the Contract.

10.16. The CONTRACTOR shall immediately notify ADB of any untoward incident

occurring in connection with or as a result of performing its obligations under the Contract on ADB premises, particularly where the incident may cause personal injury or damage to property.



11. Use of ADB Property

11.1. Machines, equipment, and other items that ADB issues to the CONTRACTOR, as indicated in the SCC, shall remain the property of ADB; and ADB may recover them from the CONTRACTOR at any time. The CONTRACTOR shall not, under any circumstance, have a lien or any other interest on such machines or equipment; and the CONTRACTOR shall at all times possess them only as fiduciary agent and bailee of ADB.

11.2. All machines, equipment, and other items property of ADB and at the possession

of the CONTRACTOR shall be the responsibility of the CONTRACTOR:

The CONTRACTOR shall keep an inventory of all items placed under his control and/or possession;

The CONTRACTOR shall be responsible for proper care and maintenance of

the machines and equipment;

The CONTRACTOR shall insure the machines and equipment with such specific insurance as ADB might request, and as stated in the SCC; and

The CONTRACTOR shall not commingle the machines or equipment with its

own, and shall accordingly advise all sub-contractors and other interested third parties of ADB’s ownership of such machines or equipment.

11.3. The CONTRACTOR shall compensate ADB for the loss of or damage to machines

or equipment that ADB has provided to the CONTRACTOR when ADB finds that the loss or damage resulted from the willful act or gross negligence of the CONTRACTOR or the CONTRACTOR’s personnel. Upon expiration or termination of the Contract, the CONTRACTOR shall immediately return, without need of demand, the machine(s)/equipment that ADB had supplied.

12. Confidentiality; Use of Contract Documents and Information; Publicity

12.1. Any information, contractual provisions, documents, data, or other information

furnished directly or indirectly by the other Party in connection with the Contract, whether such information has been furnished prior to, during or following completion or termination of the Contract, shall be considered as confidential information. Subject to Clause 12.6, confidential information shall not be disclosed to any third party without the written consent of the other Party. This obligation shall remain in force after termination or expiry of the Contract. In this regard, ADB may request the CONTRACTOR to execute a Non-Disclosure Agreement. Notwithstanding the above, the CONTRACTOR may furnish to its Personnel and/or Subcontractor such documents, data, and other information it receives from ADB to the extent required for the Personnel and/or Subcontractor to perform its work under the Contract, in which event the CONTRACTOR shall obtain from such Personnel and/or Subcontractor an undertaking of confidentiality similar to that imposed on the CONTRACTOR under this Clause.

12.2. ADB shall not use documents, data, and other information received from the

CONTRACTOR for any purpose unrelated to the Contract. Similarly, the CONTRACTOR shall not use documents, data, and other information received



from ADB for any purpose other than for the fulfillment of its obligations under the Contract.

12.3. The obligation of a Party under Clauses 12.1 and 12.2 above, however, shall not

apply to information that:

now or hereafter enters the public domain through no fault of that Party;

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

otherwise lawfully becomes available to that Party from a third party that has

no obligation of confidentiality.

12.4. The CONTRACTOR shall not make any press announcement; publicize the Contract or any part thereof; or use ADB's name in publicity releases or advertisements during and after the term of the Contract, except with ADB's written consent and subject to the conditions set forth by ADB. Similarly, the promotion through exhibitions or otherwise of CONTRACTOR’s role in an ADB contract, or of the results therefrom, shall require prior consultation between the Parties.

12.5. The CONTRACTOR shall keep and maintain until six (6) years after the end of the

Contract Period, or as long a period as may be agreed between the Parties, full and accurate records of the Contract including the Services and Related Goods supplied and all payments made under the Contract. The CONTRACTOR shall extend to ADB or its representatives’ access to those records that ADB may request in connection with the Contract.

12.6. ADB reserves the right to publish relevant details of Contract awards with value of

at least US$500,000 on the Institutional Procurement page of ADB’s external website.

13. Conflict of Interest

13.1. The CONTRACTOR shall avoid situations of potential or actual conflict of interest. Pursuant to ADB’s Anticorruption Policy, conflict of interest is any situation in which a party has interests that could improperly influence that party’s performance of official duties and responsibilities, contractual obligations or compliance with applicable laws and regulations. The CONTRACTOR shall disclose to ADB any such conflict of interest that may arise.

13.2. During and twelve (12) months after the Contract Period, the Parties shall not

employ or offer employment to any of the other Party’s personnel who have been associated with the procurement and/or management of the Contract without that other Party’s prior written consent.

14. Integrity Violations

14.1. The CONTRACTOR agrees to be bound by ADB’s Anticorruption Policy and the Integrity Principles and Guidelines (both amended from time to time) and which may be found at http://www.adb.org/documents/anticorruption-



policy?ref=site/integrity/publications and http://www.adb.org/documents/integrity-principles-and-guidelines?ref=site/integrity/publications, respectively.

14.2. ADB's Anticorruption Policy requires that bidders, manufacturers, suppliers,

distributors, concessionaire, and contractors, or its successor, under ADB-financed contracts, as well as their staff, to observe the highest ethical standard.

14.3. Pursuant to its Anticorruption policy, ADB:

may cancel or terminate a contract awarded to a winning bidder that has

committed an integrity violation in competing for or in executing the contract in question.

will sanction a bidder, manufacturer, supplier, distributor, service contractor,

concessionaire or its successor, as well as their staff, if ADB at any time determines that such bidder, supplier, service contractor, concessionaire or its successor and staff have committed an integrity violation in competing for, or in executing, any contract for the institutional procurement of Goods and Related Services. Sanctions include, but are not limited to, declaring such bidder, supplier, service contractor, concessionaire or its successor and staff ineligible to participate in ADB-financed activities indefinitely or for a stated period of time except under such conditions as ADB deems appropriate; or reimbursement to ADB of costs associated with investigations and proceedings.

will take appropriate actions to manage conflicts of interest including, but not

limited to, rejecting a proposal for award if it determines that a conflict of interest has flawed the integrity of any procurement process.

14.4. The CONTRACTOR, as well as their employees or agents, shall respond to

questions or to produce any document necessary for the investigation of allegations of integrity violation conducted by ADB.

14.5. The CONTRACTOR, as well as their employees or agents, shall report to OAI

suspected integrity violations of which they have knowledge or become aware in relation to the bidding process, negotiation, or execution of their contract.

15. Inspections and Audits

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

16. Assignment and Subcontracting

16.1. The CONTRACTOR shall not assign or transfer the Contract or specific rights or obligations under it without ADB’s prior written consent.

16.2. With ADB’s prior written consent, and when allowed by the nature of the Services

and Related Goods or not prohibited in the SCC, and subject to applicable labor laws, the CONTRACTOR may engage a subcontractor or a consultant to deliver the Services and Related Goods. The relevant provisions of the Contract shall apply to the subcontractor, consultant or their respective employees, as if they were employees or representatives of the CONTRACTOR. The CONTRACTOR



shall be solely liable to ADB for the Services and Related Goods delivered by the subcontractor or consultant.

16.3. ADB may require the CONTRACTOR to submit copies of the sub-contracting

and/or consultancy agreements.

17. Transition

17.1. Sixty (60) days prior to the termination of the Contract, or such number of days as may be provided in the SCC, the CONTRACTOR shall cooperate with ADB to ensure a smooth, well-organized, and seamless transition to a new Contractor or provider of Services. The CONTRACTOR agrees to be bound by the following:

The CONTRACTOR shall submit a business continuation or transition plan,

which it shall implement after approval by ADB;

The CONTRACTOR shall return and/or account for all equipment, facility, or property of ADB, including documents and other information in the possession of the CONTRACTOR;

The CONTRACTOR shall transfer any relevant technology, knowledge, or

information necessary for the continuation of the provision of Services.

17.2. ADB and the CONTRACTOR shall agree on other conditions necessary for the uninterrupted provision of Services.

18. Contract Amendment

18.1. ADB reserves the right to issue written changes to the Contract. No modification of this Contract shall be valid unless in writing and signed by the Parties’ Authorized Representatives.

18.2. The CONTRACTOR may submit to OAPC, a written proposal to amend and/or

modify the Contract. Proposals to amend may include, but not be limited to, changes in the kind of Services, payment terms, change request, or completion schedule. The proposed amendment and/or modification shall not take effect until signed by the Parties’ Authorized Representatives.

19. Settlement of Disputes

19.1. ADB and the CONTRACTOR shall exert effort to amicably resolve by mutual consultation disputes arising between them in connection with or as a result of the Contract within thirty (30) days from either Party's notice of the dispute to the other. During this period, the User Unit, in consultation with OAPC, and the CONTRACTOR's personnel directly involved should first attempt in good faith to settle the dispute among themselves before escalating it to Principal Director, OAS and his/her counterpart(s).

19.2. After the initial thirty (30) day-period, the Parties shall consider referring

unresolved disputes to mediation, unless ADB considers the dispute not suitable for mediation or the CONTRACTOR does not consent. The Parties shall appoint a neutral mediator from a reputable association of accredited mediators or their own short-list of dispute resolution professionals. The mediator shall formulate a



simplified procedure for mediation and complete the mediation within fifteen (15) days from his appointment.

19.3. Should efforts to resolve disputes under the preceding clauses fail, either Party

shall commence arbitration by sending notice to the other Party stating in detail the issue to be resolved and that the dispute shall be referred to arbitration. The International Chamber of Commerce's (ICC) Rules of Arbitration in force upon commencement of arbitration shall apply. The arbitration shall be in English and shall take place as may be specified in the SCC. Each Party shall bear its own costs.

19.4. Notwithstanding unresolved disputes, the Parties shall continue to perform their

respective obligations under the Contract or otherwise adopt provisional measures to ensure uninterrupted delivery of the Goods.

20. Termination

20.1. Termination for Convenience. ADB may terminate this Contract in whole or in part at any time if ADB determines, in its sole and absolute discretion that a termination is in its best interests. ADB shall affect the termination by sending written notice of such termination to the CONTRACTOR, which notice shall state that termination is for ADB’s convenience, the extent to which performance is terminated, and the termination date. The CONTRACTOR shall be entitled to be paid for Services and Related Goods properly delivered and/or performed by the CONTRACTOR prior to the effective date of termination, or for Services and Related Goods already acquired or manufactured but not yet delivered, upon delivery thereof to ADB. The CONTRACTOR shall also be allowed to recover, on a quantum meruit basis, and as ADB and the CONTRACTOR may agree, partial losses from liabilities and commitments arising from the Contract, after satisfactory proof of the losses to ADB and within the limit of the total Contract Price.

20.2. Termination for Default. ADB shall terminate the Contract for default when:

The CONTRACTOR fails and/or delays to deliver the Services and Related

Goods on the Delivery Date or Dates or within the extended period granted by ADB under Clause 3; and the undelivered Services and Related Goods amount to at least ten percent (10%) of the Contact Price;

In case of Force Majeure, the CONTRACTOR fails to deliver the Services and

Related Goods amounting to at least ten percent (10%) of the Contract Price within sixty (60) days from receipt of written notice from ADB informing the CONTRACTOR that the Force Majeure had ceased; or

The CONTRACTOR fails to perform any other obligation under the Contract.

20.3. Termination For Insolvency and Change of Control

20.3.1. ADB may terminate the Contract when:

The CONTRACTOR undertakes legal proceedings to dissolve or

wind up its business, or be declared bankrupt and/or insolvent;

A creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or



enforced on or sued against, the whole or any part of the CONTRACTOR's assets and such attachment or process is not discharged within fifteen (15) days; or

Where applicable, the CONTRACTOR dies or otherwise loses legal

capacity to contract.

20.3.2. Termination for insolvency shall not entitle the CONTRACTOR to compensation other than for Services and Related Goods already delivered.

20.3.3. ADB may terminate the Contract for change of control when a significant

change in the ownership and/or control of the CONTRACTOR threatens to disrupt or adversely affect delivery of the Goods and provision of Related Services:

the CONTRACTOR merges with, acquires, or transfers all or

substantially all its assets to another entity;

any person or entity acquires directly or indirectly the beneficial ownership of the CONTRACTOR and, consequently, the power to elect a majority of the board of directors of the CONTRACTOR; or

any person or entity otherwise acquires directly or indirectly the

power to control the policy making decisions of the CONTRACTOR.

20.4. Termination for Unlawful Acts

20.4.1. ADB may terminate the Contract if ADB determines that the CONTRACTOR has committed unlawful acts during the procurement of the Services and Related Goods or in the implementation of the Contract. Unlawful acts include, but are not limited to the following:

Integrity Violations as defined herein;

Using adulterated materials, and/or corrupt means or methods; or

using production methods contrary to the rules of science or trade;

Any of the offenses enumerated in Clause 10.13 above; or

Other acts analogous to the foregoing.

20.5. Termination for Other Causes. ADB may terminate the Contract, in whole or in part, at any time and for other causes, such as but not limited to, violation of human rights, violation of social and environmental policies of ADB, or violation of any other policy or principle espoused by ADB. ADB may also terminate the Contract due to changes in law or national government policies that apply to the CONTRACTOR.

20.6. Substitute Procurement. When ADB terminates the Contract in whole or in part,

due to the fault of the CONTRACTOR, ADB may procure similar Services and Related Goods and the CONTRACTOR shall be liable for any additional or increased cost that ADB may incur as a result of the substitute procurement, without prejudice to other remedies available to ADB under the Contract. In case of partial termination, the CONTRACTOR shall continue performing its obligations provided under parts of the Contract that remain effective.



20.7. Procedures for Termination.

20.7.1. Upon finding ground(s) for termination, OAPC shall issue a written notice

to the CONTRACTOR stating:

That the Contract is recommended for termination, with summary statement of the acts/omissions that constitute the ground(s) for termination;

The recommended extent of termination, whether in whole or in part;

Special instructions of ADB, if there are any; and

Effective date of termination.

20.7.2. The CONTRACTOR may immediately submit an answer to OAPC stating

why the Contract should not be terminated.

20.7.3. When served with a decision to terminate the Contract, and unless otherwise provided in the notice, the Contract shall be deemed terminated immediately upon the CONTRACTOR's receipt of the notice. ADB may withdraw the Notice to terminate any time prior to service to the CONTRACTOR if ADB determines that the CONTRACTOR already completed delivery of the Services and Related Goods and delivery is deemed acceptable to ADB.

21. Force Majeure

21.1. Neither Party shall be liable to the other for any delay in performing, or failure to perform, its obligations under the Contract when the delay or failure is caused by Force Majeure or Fortuitous Event, as defined in Clause 1. In these cases, ADB shall not call the CONTRACTOR’s performance security or performance bond, impose liquidated damages, or terminate the Contract for default.

21.2. In case of Force Majeure, the CONTRACTOR shall promptly notify ADB in writing

of the relevant circumstances. Unless otherwise directed by ADB in writing, the CONTRACTOR shall continue performing as much of its obligations as reasonably practical and undertake reasonable alternative means of performance not prevented by the Force Majeure.

22. Authorized Representative

22.1. For purposes of giving Notices or communicating with each other, the contact details and Authorized Representative of the Parties shall be as indicated in the SCC. A Party may change or update its contact details for Notice purposes by duly notifying the other Party in advance, following the provisions listed in the SCC.

22.2. Orders, directives, and instructions given on behalf of ADB to the CONTRACTOR

shall be communicated by the Director, OAIS, or an officer duly designated under ADB’s rules and notified in advance to the CONTRACTOR under the SCC.



22.3. The Head of the User Unit shall monitor the CONTRACTOR's performance and recommend, among others, proper disposition of technical issues in implementing the Contract. Communications regarding these technical issues shall be addressed to the Head of the User Unit in ADB.

22.4. The CONTRACTOR shall not take from unauthorized ADB staff orders related to

the delivery of the Services and Related Goods. Questions regarding the authority of orders, directives or instructions given in the name of ADB should be addressed to the Head of the User Unit.

23. Notices and Communication

23.1. Notices and communication required under the Contract, including, but not limited to, requests, permissions or consent, shall be in writing. Notices and communication may be personally exchanged, sent in electronic format or by traditional means of communication such as registered mail or facsimile.

23.2. Notices shall be effective when sent to the address specified in the SCC and

personally received by the addressee or constructively through the addressee’s duly authorized representative. Notices sent by registered mail shall be effective on the date of delivery, as shown in the return card for registered mail or the postmaster's certification. Otherwise, notices sent by facsimile or similar means shall be effective upon successful transmission to the Party in accordance with the contact details specified in the SCC or on the notice’s effective date, whichever is later.

24. Special Character, Privileges and Immunities of ADB

24.1. The CONTRACTOR acknowledges the special character of ADB as an international financial institution with status, privileges and immunities provided under the Charter and the Headquarters Agreement. None of the provisions of the Contract shall derogate from the provisions of the Charter and the Headquarters Agreement.

24.2. The CONTRACTOR recognizes that under Article 56(1) of the Charter and

Section 34 of the Headquarters Agreement, ADB, its property, operations and transactions are exempt from taxation and any obligation for the payment, withholding or collection of any tax or duty. The CONTRACTOR shall be solely responsible for payment of taxes on its income.

24.3. The CONTRACTOR and ADB shall explore alternative arrangements to

implement the Contract if any tax or duty other than taxes on net income is levied or if there is an attempt to levy any such tax or duty in connection with the performance of the Contract.

25. Governing Law and Language

25.1. The Contract shall be governed and interpreted according to the law or jurisdiction provided in the SCC, subject to the privileges and immunities accorded to ADB under the Charter and the Headquarters Agreement.

25.2. The Contract is in English, which shall be the binding and controlling language on

matters relating to the meaning and/or interpretation of the Contract, unless



otherwise specified in the SCC. Notices and other correspondences pertaining to the Contract that the parties would exchange shall likewise be in English.

26. Waiver

26.1. The failure or delay of either Party to insist upon strict performance of any provision, or the exercise of any right or remedy under the Contract shall not constitute a waiver of that right or remedy nor diminish the obligations established by the Contract.

26.2. No waiver shall be effective unless it is expressly stated to be a waiver and

communicated to the other Party in writing.

26.3. A waiver of any right or remedy arising from a breach of the Contract shall not constitute a waiver of any other right or remedy arising from the same, another, or subsequent breach of the Contract.

27. Counterpart 27.1. This Contract may be executed in counterparts, each of which when executed and

delivered shall constitute an original, but all counterparts together shall constitute one and the same instrument.

28. Entirety and Separability

28.1. The Contract supersedes all prior written or verbal agreements between ADB and the CONTRACTOR and contains the reciprocal obligations of the parties pertaining to or arising out of the delivery of the Services and Related Goods. However, this shall not excuse any Party from liability arising from fraud or fraudulent misrepresentation.

28.2. Should any clause or part of the Contract be held by a competent jurisdiction to

be invalid, unenforceable, or void, the decision shall not affect the validity of the entire Contract or of those parts that are not so declared or otherwise remain capable of partial or separable performance.

29. Survival of Provisions

29.1. The following provisions shall survive the termination or expiry of the Contract:

Clause 6: Indemnification for Infringement of Third-Party Rights

Clause 7: Limitation of Liability

Clauses 9.8, 9.9, 9.10, and 9.11: Warranties and Representations

Clause 10.4: Contractor’s Undertakings

Clause 11: Use of ADB Property

Clause 12: Use of Contract Documents and Information; Publicity



Clause 13.2: Conflict of Interest

Clause 14: Integrity Violations

Clause 15: Inspections and Audits

Clause 19: Settlement of Disputes

Clause 24: Special Character, Privileges and Immunities of ADB

Clause 25: Governing Law and Language

Asian Development Bank Appendix 11 – Special Conditions of Contract IDIQ Contract Services – Creative Design Services Page 56 of 83


Special Conditions of Contract

SPECIAL CONDITIONS OF CONTRACT (Contract No. ADB/OAS-2020/__)

The following Special Conditions of Contract (SCC) shall supplement the General Conditions of Contract (GCC). Whenever there is conflict, the provisions herein shall prevail over those in the GCC.

Number of Amendments of, and Supplements to, Clauses in the General GCC Clause Conditions of Contract

1 Contract Title:

Engagement of Indefinite Delivery Indefinite Quantity (IDIQ) Contract

Services—Creative Design Services

Attachments of SCC: SCC Attachment 1 – Ethical Statement for Contractor SCC Attachment 2 – Ethical Statement for Contractor’s Personnel SCC Attachment 3 – Conflict of Interest Disclosure Form

SCC Attachment 4 – Non-Disclosure Agreement Form for Authorized Contractor Signatory

SCC Attachment 5 – Non-Disclosure Agreement for Contractor’s Personnel

1 The SERVICE PROVIDER/CONTRACTOR is:

1 Project Site: Asian Development Bank

1 User Unit: Office of Administrative Services, Facilities Administration Division

2.1

The CONTRACTOR shall deliver/perform the Service and Related Goods according to Appendix 1 of Contract: Statement of Work; together with specific Task Orders (template to follow) awarded.

Performance Standards: The CONTRACTOR shall render the Services according to: Appendix 1 of Contract: Statement of Work and specific Task Orders

2.2 Not applicable

2.3 Not applicable

3.1

This Contract is an Indefinite Delivery Indefinite Quantity engagement for a period of three (3) years. The Service Provider is part of the pool of Contractors for the subject service. Specific task orders are non-committal, and is on a per need basis, and awarding is subject to the conditions of evaluation under the Work Performance Statement.

Engagement of non-performing CONTRACTOR may be pre-

terminated based on the result of the Service Level Agreement assessment and provisions in GCC on Termination.



The Starting Date for the commencement of Services is ___________ .

The Intended Completion Date is ___________.


3.5 For deliverable-based services, the liquidated damages rate 0.1% of Contract Price per day of delay. The maximum allowable deduction is 10% of the Total Contract Price

5.4 Payment shall be made within 30 calendar days from the date of receipt of covering invoice in a form satisfactory to ADB. The payments under this Contract shall be accepted by the Contractor in full satisfaction of its entire claim for Services rendered in compliance with this Contract.

7 Maximum liability: [usually not less than total Contract Price, including amendments]

8.1.2 Required period of effectivity for insurance/securities: The Comprehensive General Liability Insurance (and other indemnities as may be applicable) shall continue after expiration of the Contract Period or Termination of the Contract for a period of thirty (30) days.

8.2.1 – 8.2.4 Performance Security in the form of a bank guarantee amounting to 10% of the Contract Price (see Form of Performance Security)

8.3.1 CONTRACTOR is required to acquire Comprehensive General Liability Insurance (CGLI).

Required face value per occurrence with number of occurrences unlimited: [Pesos: Two Million Five Hundred Thousand

( P 2,500,000)]

8.3.2 The CONTRACTOR shall submit to ADB the Good Social Management Certificate within fifteen calendar days from the effective date of the Contract, and subsequently on a bi-annual basis during the effectivity of the Contract (See Form of Good Social Management Certificate).




9.9 Not applicable

10.7 Schedule of submission of CONTRACTOR’s Certification that the Services and Related Goods were not performed or manufactured in violation of local and international labor, occupational safety, and environmental standards: Not applicable

10.17 See attached Standards of Conduct for Contractors

10.18

Attached is list of Designated Clinics and Procedure for Medical Clearance (for reference and subject to change)

11.2(c) Not applicable

12.2 The CONTRACTOR should submit the Non-Disclosure Agreement Form for Authorized Contractor Signatory to OAPC

(See SCC Attachment 4) upon signing of the Contract.

Upon receipt of the Notice of Engagement, and prior to deployment of CONTRACTOR personnel in ADB, the CONTRACTOR should prepare and submit the Non-Disclosure Agreement Form for Contractor’s Personnel (See SCC Attachment 5) to OAFA-FM.

13.3 Does the CONTRACTOR have actual and/or potential conflict of interest? ___ Yes ___ No If yes, the CONTRACTOR shall submit the Conflict of Interest Disclosure Form (See SCC Attachment 3)

14.6 The CONTRACTOR shall submit the Ethical Statement for Contractor (See SCC Attachment 1) to OAPC upon signing of the Contract.

Upon receipt of the Notice of Engagement, and prior to deployment of CONTRACTOR personnel in ADB, the CONTRACTOR should prepare and submit the Ethical Statement for Contractor’s Personnel (See SCC Attachment 2) to OAFA-FM.

16.2 Not applicable

17.1 Transition period or other requirements: Should the CONTRACTOR be subjected to non-renewal based on the agreed service levels, the CONTRACTOR shall submit a transition of services plan form which states that the outgoing CONTRACTOR will exercise its best efforts and cooperation to effect an orderly transition without impacting ADB’s operations. Holding off period for the CONTRACTOR’s personnel to move to another agency is set at three (3) months.




19.3 Arbitration venue: TBD

22.1 The Authorized Representatives are: For ADB:

Contract-related concerns: Roger Ball, Advisor, Office of Administrative Services and Head, Procurement and Contracts Administration Unit

Operation-related concerns: Mr. Mirko Rizzuto, Head, Facilities Planning and Management Unit

For the CONTRACTOR:

Either Party may designate a new Authorized Representative by serving written notice on the other. The designation shall take effect immediately upon receipt of the Notice.

23.2 The addresses are:

Asian Development Bank (ADB): 6 ADB Avenue, Mandaluyong City, 1550 Metro Manila, Philippines

Attention: Roger Ball, Advisor, Office of Administrative Services and Head, Procurement and Contracts Administration Unit

Telephone: +63 2 632 4444

CONTRACTOR: Attention: Telephone: Facsimile: Email:

25.1 Governing Law: Philippines



SCC Attachment 1: Ethical Statement for Contractors

Ethical Statement for Contractors

I, the undersigned, _______(insert full name)________, an authorized personnel of __________(name of agency)____________ (referred to as “The agency”) assigned as representative in connection with ADB Contract No. ADB/OAS-xxxx/xxx warrant, covenant, and agree to the following during the course of engagement with ADB:

The agency and our personnel shall not hold financial and/or business interests that conflict with the conscientious performance of my duty.

The agency and our personnel shall not engage in financial and/or business transactions using nonpublic ADB information that has become known through the work for ADB or allow the improper use of such information to further any private interest of our agency and our personnel.

The agency and our personnel shall not solicit, accept or grant any gift or other item of monetary value from or to any person or entity in the employment of or otherwise doing (or pursuing) business with ADB.

The agency and our personnel shall not represent as an employee or representative of ADB or make any commitments or promises of any kind purporting to bind ADB.

The agency and our personnel shall not undertake any private trading activities on ADB premises. In the discharge of our obligations to ADB, We shall act impartially and not give preferential treatment to any external organization or individual.

All ADB property and information under our care shall be used solely for the purpose of the discharge of the contractual obligations to ADB.

The agency and our personnel shall be under an obligation to (i) familiarize and comply with ADB’s Anti-corruption Policy and the Integrity Principles and Guidelines (IPG) and (ii) to report any suspected violation of the same to the Office of Anti-corruption and Integrity (OAI).

The agency and our personnel shall cooperate with an OAI investigation on alleged violations of ADB’s Anticorruption Policy and the IPG by, amongst others, (i) being available to be interviewed and responding fully and truthfully to questions asked (ii) providing OAI with any items requested that are within their control including, but not limited to, documents and other physical objects; and (iii) preserving and protecting confidentiality of all information discussed with OAI.

The agency and our personnel fully understand that, without prejudice to any other actions that ADB may take either under contract or in accordance with its policies, the following grounds shall be considered, amongst others, for our personnel’s removal from ADB’s premises:

Abuse or misuse of information, or benefits, or allowances obtained in relation to the services rendered in ADB;

Intentional or reckless disregard of duty or gross negligence in the performance of assigned duties;



Abuse or misuse of authority or official position, including violations under ADB’s Anticorruption Policy and the IPG, or any conduct that may be detrimental to ADB or to its reputation;

Abuse of or misuse of the privileges and immunities accorded by reason of our contractual agreement with ADB under the ADB Charter, the ADB Headquarters Agreement, ADB Host Country Agreements and any other relevant agreements;

Abuse or misuse of ADB funds, assets, resources or other property for which ADB bears responsibility;

Acts that violate applicable criminal law (e.g., theft, felonious acts, use or possession of illegal drugs);

The making of knowingly false statements or willful misrepresentation or fraud pertaining to official matters, whether oral or written;

Condonation or willful failure to disclose knowledge of the misconduct of others where it is subsequently determined that the agency or our personnel could reasonably have been expected to come forward;

Retaliation against those who in good faith bring allegations of unsatisfactory conduct or misconduct to the attention of ADB; and

Other unsatisfactory conduct (e.g., physical assault; harassment, including harassment on the basis of sex, age, race or creed and threats against others).

The agency and our personnel have read, understood and accepted the obligations described above. We undertake, to the best of our ability, to carry out the responsibilities in a manner that will further the purpose of the Asian Development Bank. We declare that neither our personnel nor their immediate family members (namely, spouse/domestic partner, child, mother, father, brother, or sister) have any assets or interests (business or financial or any other interests) which might reflect unfavorably on ADB or which might be in actual or apparent conflict with duties. Name of Authorized Contractor Signatory:

_______________________________ (Please sign over printed name)

_______________________________ Date Signed



SCC Attachment 2: Ethical Statement for Contractors Personnel

Ethical Statement for Contractors Personnel I, the undersigned, _______(insert full name)________, a personnel of __________(name of agency)____________ assigned to carry out work in connection with ADB Contract No. ADB/OAS-xxxx/xxx warrant, covenant, and agree to the following during the course of my deployment in ADB:

Contract personnel and their Employer shall not hold financial and/or business interests that conflict with the conscientious performance of their duty.

Contract personnel and their Employer shall not engage in financial and/or business transactions using ADB information that has become known to contract personnel and their employer by reason of the contractual agreement with ADB or allow the improper use of such information to further any private interest.

Contract personnel and their employer shall not solicit, accept or grant any gift or other item of monetary value from or to any person or entity in the employment of or otherwise doing (or pursuing) business with ADB.

Contract personnel and their employer shall not represent themselves as employees or representatives of ADB or make any commitments or promises of any kind purporting to bind ADB.

Contract personnel and their employer will not undertake any private trading activities on ADB premises that is not directly related to the discharge of our contractual obligations to ADB. In the discharge of these obligations, Contract personnel and their employer shall act impartially and not give preferential treatment to any external organization or individual.

All ADB property and information under the care of Contract personnel and their employer shall be used solely for the purpose of the discharge of the contractual obligations to ADB.

Contract personnel and their employer shall be under an obligation to (i) familiarize and comply with ADB’s Anti-corruption Policy and the Integrity Principles and Guidelines (IPG) and to report any suspected violation of the same to the Office of Anti-corruption and Integrity (OAI).

Contract personnel and their employer shall cooperate with an OAI investigation on alleged violations of ADB’s Anticorruption Policy and the IPG by, amongst others, (i) being available to be interviewed and responding fully and truthfully to questions asked (ii) providing OAI with any items requested that are within their control including, but not limited to, documents and other physical objects; and (iii) preserving and protecting confidentiality of all information discussed with OAI.

Without prejudice to any other actions that ADB may take either under contract or in accordance with its policies, the following grounds shall be considered, amongst others, for the removal of contract personnel from ADB’s premises:

Abuse or misuse of information, or benefits, or allowances obtained in relation to the services rendered in ADB;

Intentional or reckless disregard of duty or gross negligence in the performance of assigned duties;



Abuse or misuse of authority or official position, including violations under ADB’s Anticorruption Policy and the IPG, or any conduct that may be detrimental to ADB or to its reputation;

Abuse of or misuse of the privileges and immunities accorded to contract personnel and their employer by reason of the contractual agreement with ADB under the ADB Charter, the ADB Headquarters Agreement, ADB Host Country Agreements and any other relevant agreements;

Abuse or misuse of ADB funds, assets, resources or other property for which ADB bears responsibility;

Acts that violate applicable criminal law (e.g., theft, felonious acts, use or possession of illegal drugs); the making of knowingly false statements or willful misrepresentation or Fraud pertaining to official matters, whether oral or written;

Condonation or willful failure to disclose knowledge of the misconduct of others where it is subsequently determined that contract personnel and their employer could reasonably have been expected to come forward;

Retaliation against those who in good faith bring allegations of unsatisfactory conduct or misconduct to the attention of ADB; and

Other unsatisfactory conduct (e.g., physical assault; harassment, including harassment on the basis of sex, age, race or creed and threats against others).

I have read, understood and accepted the obligations described above. I undertake, that to the best of my ability, I will carry out my responsibilities in a manner that will further the purpose of the Asian Development Bank; I declare that neither my immediate family members (namely, spouse/domestic partner, child, mother, father, brother, or sister) nor I have any assets or interests (business or financial or any other interests) which might reflect unfavorably on ADB or which might be in actual or apparent conflict with my duties. Name of Contractor’s Employee:


_______________________________ Date Signed

Signed in the Presence of: Name of Authorized Contractor Signatory:


_______________________________ Date Signed



SCC Attachment 3: Conflict of Interest Disclosure Statement

ASIAN DEVELOPMENT BANK CONFLICT OF INTEREST DISCLOSURE STATEMENT

Name of Company /Supplier:

______________________________________________________________________ Name of Company/Supplier’s Representative/Employee submitting statement:

______________________________________________________________________ Title or position in the Company:

______________________________________________________________________ This statement is submitted as a "single transaction disclosure statement," of actual and/or

potential conflict of interest with contracts and/or purchases related to ADB’s Institutional Procurement. It applies to any bidder, offeror, contractor, consultant, or subcontractor or sub-consultant at any tier, and also includes any of their employees or agents who has or will have the authority to control or supervise all or a portion of the work/services for which a bid or offer is made or a contract entered into.

Pursuant to ADB’s Anticorruption Policy, “conflict of interest” refers to a situation in which a party has interests that could improperly influence that party’s performance of official duties or responsibilities, contractual obligations or compliance with applicable laws and regulations.

Description of Contract(s), Purchase(s) or Bid:

______________________________________________________________________ Description of actual or potential conflict of interest*

____________________________________________________________________

_____________________________________________________________________ (Continue in additional sheets, as necessary.)

If any material change to the responses provided on this disclosure form occurs, I undertake

to update the information above accordingly and to submit the updated form to the Advisor OAS and Head, Procurement and Contracts Unit, Office of Administrative Services (OAPC), within thirty (30) calendar days from such occurrence.

I affirm, under penalty of perjury, the truth and completeness of the statements made above,

and that I am the above named Representative/Employee of the Contractor. Signature over printed name: ______________________________ Date: _______________ Describe in what manner you or your company may derive a profit or financial benefit from, or otherwise has any

interest in the contract(s) and/or purchase(s). If there is no actual and/or potential conflict of interest, indicate "None".



SCC Attachment 4: Non-disclosure Agreement

NON-DISCLOSURE AGREEMENT ASIAN DEVELOPMENT BANK No. 6 ADB Avenue Mandaluyong City Metro Manila Attention:

Head, Procurement and Contracts Administration Unit Office of Administrative Services

Dear Sir: ___________________(“the Contractor”) engaged to provide INDEFINITE DELIVERY INDEFINITEQUANTITY (IDIQ) CONTRACT SERVICES – STAFF AUGMENTATION AND/OR DELIVERABLE SERVICES, under Contract No. ADB/OAS-2020/XXX, to which its employees may be given access, receive or generate, directly or indirectly, during the performance of the Contract may be considered “Confidential Information”. The Contractor and all its employees warrant, covenant and agree as follows:

Not to copy or reproduce, or permit the copying or reproduction in any form of any Confidential Information other than for the sole use in connection with the Contract, except with prior written approval of OAPC;

Not to use, nor provide, nor disclose, not permit the use, provision, disclosure orally, electronically or

otherwise, either directly or indirectly of any Confidential Information nor any copy, summary or extract thereof to any third party, other than to the relevant ADB staff concerned with the Contract, except with prior written approval of OAPC;

Upon termination for any reason of the Contract, the Contractor shall promptly (and in any case within

seven (7) calendar days after written request from ADB) return to ADB all Confidential Information, including any copies or reproductions in any form thereof in my possession at the time of such termination. The obligation not to disclose or communicate any Confidential Information shall continue for a period of two (2) years after such termination.

The term “Confidential Information” shall include, but is not limited to, data files, technical information, business plans, materials, tapes, documents whether soft or hardcopies, computer files (including audio files) disclosed, provided, communicated or submitted, orally, in writing, or by any other media, or any other proprietary information not known generally to the public relating in any way to the business of the ADB, or any other information regarding the management and method of operation of ADB. ADB may elect at any time to terminate or restrict Contractor’s or any/all of its employee’s access to the Confidential Information. Name of Authorized Contractor Signatory:


_______________________________ Date Signed



SCC Attachment 5: Non-disclosure Agreement Contractor

NON-DISCLOSURE AGREEMENT ASIAN DEVELOPMENT BANK No. 6 ADB Avenue Mandaluyong City Metro Manila Attention:

Head, Procurement and Contracts Administration Unit (OAPC) Office of Administrative Services

Through:

Manager, [Contractor’s Name]

Dear Sir: I the undersigned, ______________________________, an employee of _____________________ (“the Contractor”) assigned to carry out work in the Asian Development Bank (ADB) premises, in connection with Contract No. ADB/OAS-2020/XXX, understand that data and information to which I may be given access, receive or generate, directly or indirectly, during the performance of my duties may be considered “Confidential Information”, as defined below. I warrant, covenant and agree as follows:

Not to copy or reproduce, or permit the copying or reproduction in any form of any Confidential Information other than for the sole use in connection with the Contract, except with prior written approval of OAPC;

Not to use, nor provide, nor disclose, not permit the use, provision, disclosure orally,

electronically or otherwise, either directly or indirectly of any Confidential Information, nor any copy, summary or extract thereof to any third party, other than to the relevant ADB staff concerned with the Contract, except with prior written approval of OAPC;

Upon termination for any reason of my involvement in the Contract, I shall promptly (and

in any case within seven (7) calendar days after written request from ADB) return to ADB all Confidential Information, including any copies or reproductions in any form thereof in my possession at the time of such termination. The obligation not to disclose or communicate any Confidential Information shall continue for a period of two (2) years after such termination.

The term “Confidential Information” shall include, but is not limited to, data files, technical information, business plans, materials, tapes, documents whether soft or hardcopies, computer files (including audio files) disclosed, provided, communicated or submitted, orally, in writing, or by any other media, or any other proprietary information not known generally to the public relating in any way to the business of the ADB, or any other information regarding the management and method of operation of ADB.



ADB may elect at any time to terminate or restrict my access to the Confidential Information. Name of Contractor’s Employee:


_______________________________ Date Signed

Signed in the Presence of: Name of Authorized Contractor Signatory:


_______________________________ Date Signed



Form of Performance Security

FORM OF PERFORMANCE SECURITY (from Contractor’s Bank)

To: ASIAN DEVELOPMENT BANK 6 ADB Avenue Mandaluyong City Philippines Dear Sir:

WHEREAS, _____________________ (hereinafter called the “Contractor”) and the Asian Development Bank have entered into, or will enter into a contract (Contract/Task Order No. ADB/OAS-20__/___) for the Engagement of Indefinite Delivery Indefinite Quantity (IDIQ) Contract Services – Creative Design Services at ADB Headquarters Building, Mandaluyong City, Philippines (hereinafter called the “Contract”); WHEREAS, the Contract provides that the Contractor shall furnish you with a Performance Security by a recognized bank for the sum specified therein as security for fulfillment by the Contractor of its obligations under and in accordance with the Contract; WHEREAS, we have agreed to issue such a Performance Security in your favor; NOW THEREFORE we, {bank’s name}, hereby irrevocably and absolutely affirm that we are the Guarantor and responsible to you, on behalf of the Contractor, up to a total amount of Philippine Pesos (10% of Total Contract Price) words (₱______), which we undertake to pay to you, upon your first written demand, without your having to assign any reason for such demand, and irrespective of whether or not there is any dispute between the Contractor and you in respect of any other matter and irrespective of whether or not such dispute, if any, has been settled, resolved, litigated or adjudicated. This Guarantee is effective from _____________ to 30 days after the expiration date of the Contract (as stated in accordance with Paragraph 12 of the General Conditions of Contract). This Security cannot be canceled without your express written approval. The giving of time to the Contractor, or the neglect or forbearance by you in requiring or enforcing payment of the sum of Philippine Pesos (10% of Total Contract Price) words (₱______), or other indulgence whether in relation to the Contract or otherwise, shall not, in any way, prejudice, affect, derogate, release or absolve us from our liability under this Guarantee; No change in organization or constitutional documents or in that of Asian Development Bank or the Contractor shall affect or impair our absolute liability herein.

Dated this ______ day of ________________ 20__. Signature and Seal of the Guarantor Name of Bank

Address



Good Social Management Certificate

GOOD SOCIAL MANAGEMENT CERTIFICATE To: ASIAN DEVELOPMENT BANK 6 ADB Avenue Mandaluyong City Attention: Advisor OAS and Head, Procurement and Contracts Unit (OAPC) Office of Administrative Services Dear Sir:

With reference to Contract No. ADB/OAS-2020/___ entered into on DD/MM/YYYY between Contractor’s Company Name (the “Contractor”) and the Asian Development Bank (hereinafter called the “ADB”) for the Engagement of Indefinite Delivery Indefinite Quantity (IDIQ) Contract Services – Creative Design Services, we hereby certify that:

(a) the employment contracts between the Contractor and its employees assigned to the ADB to provide the Services (hereinafter called the “Employment Contracts”) have been drafted and executed in all aspects in accordance with labor legislation of the Philippines; (b) the Contractor has been exercising due diligence and good social management in its relation with its employees; and (c) the Contractor complies with all relevant laws, regulations, degrees and/or orders of competent government agencies or authorities, including laws, regulations, decrees and/or orders concerning the employees of the Contractor engaged in performing the Services.

In addition to the above certification, we also make irrevocably the following warranties: We will continue to exercise due diligence on labor issues to ensure that the provision and quality of the Services will not be adversely affected by any labor disturbance. Upon your request, we will submit to you all pertinent evidence on our compliance with the foregoing, including but not limited to evidence of payment by the Contractor of all compulsory and/or statutory benefits and social contributions in favor of the Contractor’s employees assigned to ADB. This Certificate shall be valid for the duration of the above Contract.

No change in our organization or constitutional documents shall affect or impair our representations and obligations herein.

Dated this ______ day of ______________________ , _____.



For and on behalf of

_________________________________ Name of Company

_________________________________ Contract Signatory (Name and Signature)

_________________________________ Position/Title



Safety and Security Procedures for Contractor’s Personnel

Effective: 15 July 2011

SAFETY AND SECURITY PROCEDURES FOR CONTRACTOR’S PERSONNEL

IN THE PREMISES OF THE HEADQUARTERS OF THE ASIAN DEVELOPMENT BANK GENERAL The following guidelines summarize important Safety and Security requirements for the protection of life, limb, and property at the ADB Headquarters premises (ADB premises). It is the contractor’s responsibility to ensure that all its personnel are familiar with these guidelines. ADB staff who monitor the contractor’s work shall ensure that the safety and security rules and regulations pertinent to their areas of operations are followed and implemented by the contractor and its personnel. The Security and Emergency Services of the Organizational Resilience Unit (OAOR) of the Office of Administrative Services (OAS) is responsible for the enforcement of ADB’s Safety and Security Systems and Procedures through the security contractor. All contractors’ personnel must undergo a safety and security briefing prior to their deployment. Periodic briefings shall be conducted as the situation warrants. ACCESS CONTROL Access to ADB Premises The control of access to the Headquarters premises is a major part of ADB’s security program. Security personnel shall ensure that only those individuals who possess valid and appropriate ADB-issued ID cards are allowed access into ADB premises. Personnel Identification Contractors’ personnel commencing work at the ADB premises shall be issued a contractor’s ID card upon submission of the following:

Information Sheet; Details and sketch of the ID applicant’s residence location; Undertaking Form by the employer; Current (within 6 months) National Bureau of Investigations (NBI) clearance; and Photocopy of company ID.

The forms for the above requirements are available at OAOD-SBG's Pass and Key Control Office.

ID/Pass Control The ID card must be worn on the shirt or dress lapel to ensure that it is clearly visible at all times. All contractors’ personnel with ADB-issued IDs can enter/exit ADB through all gates including the



MRT gate. The MRT Gate is open from 6:00 a.m. to 9:00 p.m., Mondays to Fridays except during ADB holidays. Contractors under the influence of illegal drugs or liquor will not be allowed entry at ADB premises. After Office Hours Access ADB’s office hours are 7:00 a.m. to 6:00 p.m., Mondays to Fridays. Contractor’s personnel who shall work after office hours should wear their ADB-issued IDs. They may also be required to present their Contractor Monitoring Checklist General Permit to Work (“Permit to Work”), which they should always carry with them and readily submit to security personnel on duty when requested. Prohibited Items Firearms, bladed weapons, deadly weapons, replica weapons, explosives, items of an offensive nature, flammables, prohibited drugs and hazardous materials of any type are not allowed within ADB premises. Possession of any of these prohibited items may be considered a criminal offense and shall be dealt with in accordance with Section VI hereof. Vehicle Access Thorough inspection of the contractor’s delivery vehicle, e.g., underchassis, engine hood, storage compartment and passenger cabin shall be undertaken before access is allowed. Yellow-plated vehicles (public utility) are not allowed to enter ADB premises. MATERIALS CONTROL Gate Pass All contractors’ equipment (personal or company-owned) upon entry to ADB must be covered by an ADB-issued “IN Gate Pass” which shall be issued by the guard on duty at the entry point. In case there is a need to bring out from ADB premises any contractor’s equipment, the persons bringing out the equipment shall present the IN Gate Pass issued earlier for said equipment and a certification from the ADB staff monitoring the contractor’s work allowing the bringing out of the equipment at the exit gate. A copy of the IN Gate Pass shall be retained at the exit gate. For ADB-owned equipment to be brought out of ADB premises for repair, a Gate Pass for ADB property must be secured from OAFA- Asset Management and Commercial Services Unit (OAFA-AC) on-line. Movement of Furniture and Equipment OAFA- AC prohibits the movement of ADB properties, particularly furniture from one office to another without prior authorization. The movement of information technology equipment, such as computer hardware peripherals, without clearance from OAFA-AC and the Office of Administrative Services (OAS) is also prohibited. Deliveries of Contractors’ Equipment and Supplies All deliveries of contractor’s equipment and supplies must be directed to main loading dock for inspection, handling and issuance of proper receipt. IV. SAFETY



Emergency Assistance ADB maintains a team of trained security service personnel to respond to emergencies within ADB, including incipient stage firefighting, assistance during emergency evacuation, first aid and other types of safety and security incidents. Any person in need of safety or security assistance may dial (local) 5220 or 6333. General Safety It is the contractor’s responsibility to ensure that its personnel strictly observe ADB’s safety and security rules and regulations. Further, it is the contractor’s responsibility to safeguard its personnel from any hazards in their respective areas and that any unsafe conditions or incidents, no matter how minor, are reported to OAOD-SBG. Contractor’s personnel, including delivery crew members, are required to wear appropriate personal protective equipment such as hard hat, gloves, safety shoes for bulk and heavy deliveries, gas masks, rubber gloves, protective clothing, goggles for handling of hazardous materials (including chemicals and bio-contaminated material such as sewage and waste water), while performing their duties and/or delivering equipment, supplies and materials within ADB premises. Likewise, wearing of sandos, shorts, slippers and sandals when delivering goods/services to ADB shall not be allowed. Contractor's personnel should be adequately trained to operate industrial tools and machinery. Certifications may be required prior to operation of such equipment. In case a forklift will be used during delivery, the Contractor shall provide a certification vouching that its forklift operator is fit to handle such operation and authorizing him to undertake such task. All contractors are required to participate during emergency/ general evacuation drills. Hazardous Materials All hazardous materials requested to be brought or used inside ADB premises must be declared by the contractor to the ISO Secretariat for approval. A material safety data sheet complete with emergency safety information in relation to fire, spill, fumes, allergy, accidental ingestion, etc., must be submitted to OAOD-SBG. The security contractor shall carry out a detailed inspection of the material and ensure that safe handling procedures are followed. Fire Safety A Permit to Work shall be secured from the Senior Engineering Officer on Duty (SEO) of the Facilities Planning and Management Unit (OAFA-FM) prior to commencing any hot work operations (e.g., welding, cutting, and grinding). The SEO shall ensure that the site of the hot work is free from any flammables. In this case, it is the responsibility of the contractor to make arrangements for fire protection equipment. OAOD-SBG, upon prior notification, shall deploy a fire watch to ensure that the work is performed safely. Use of personal appliances like water heaters, etc. are not allowed inside ADB If a fire is discovered, contractor’s personnel are expected to:

Shout “Fire” and activate the nearest fire alarm;

Call 5220 or 6333 and give the exact location and nature of the fire; Try to contain or extinguish the fire if it is safe to do so; if not, leave the area as

soon as possible; and



Stay calm and help others requiring assistance. Prior to entry into confined spaces (voids, tanks, tunnels, vaults) a Permit to Work shall be obtained from the ADB staff overseeing the contractor’s work. A technician must examine and declare the space safe and free from toxic, flammable and explosive gases. Further, if the oxygen content is found to be below 19.5% it should be declared immediately dangerous to life and health. Security and Emergency Services Unit of OAOR, upon proper notification, shall provide personnel equipped with self-contained breathing apparatus for standby rescue. Evacuation in the Event of Fire or Other Major Emergencies In the event of emergencies requiring evacuation, alarms shall be sounded and instructions shall be relayed over the ADB’s voice communications system. Elevators must not be used for evacuation during emergencies. Elevators shall automatically proceed to the ground floor level when the alarm is activated. Lights should be left on and doors should be closed but not locked. The passageways should be clear of obstructions. All contractors’ personnel should proceed to the nearest exit and follow instructions from the security personnel. Earthquake In the event of an earthquake, contractor’s personnel should take shelter initially, away from outside walls and glass partitions or windows. After the initial shock, they should evacuate the building in an orderly manner, staying away from large items of furniture such as bookcases, cabinets, or electrical installations that may have been made unsafe by the tremor. The building shall be surveyed by OAFA-FM before normal work can be resumed. The contractor’s personnel shall be notified when the building has been declared safe; otherwise re-entry to the building is prohibited. Health and Fitness The contractor is responsible for monitoring the physical and mental health condition of its personnel. Personnel suffering from communicable diseases should be immediately treated in accordance with the universally accepted medical practices. All contractor’s personnel should be certified physically and mentally fit by a reputable medical facility and the contractor must be able to present such certifications at any time requested by ADB. Smoking Contractor’s personnel shall comply with ADB’s Guidelines on the Use of Centralized Smoking Lounges (see attached), which prohibits smoking anywhere outside the designated smoking lounges on the ADB Headquarters premises, to protect non-smokers from exposure to second-hand tobacco smoke. Repeat violations and abusive behavior in response to a request for compliance by contractor’s personnel shall be escalated to the Procurement and Contracts Unit (OAPC). Contractor’s personnel shall also comply with other guidelines, rules and regulations on smoking that may be issued by ADB to protect the health and well-being of all persons within ADB premises. VI. COMMISSION OF CRIMINAL OFFENSE OAOR shall have the authority to summon for an investigation any contractor’s personnel who has or is alleged to have committed a criminal offense or who possesses information in connection with the commission of any criminal offense within ADB premises. Pending the completion of the



investigation, the contractor’s personnel who has or is alleged to have committed criminal offense may be placed on preventive suspension. OAOR shall conduct unannounced and random inspections and searches of lockers, work areas and offices and conduct body frisking in aid of any investigation. A representative of the contractor, preferably the duty supervisor, shall be present when such actions will be undertaken.



ADB’s Standards of Conduct for Contractors

STANDARDS OF CONDUCT FOR CONTRACTORS Introduction

(a) ADB requires Contractors to observe the highest standard of ethics and integrity throughout the procurement and execution of ADB-related activities. Having due regard to the nature and purposes of ADB as an international organization, the Contractor shall adhere to ADB’s commitment to foster and maintain an environment free from inappropriate behavior, Bullying, Misconduct (including integrity violations), Harassment and Sexual Harassment.

(b) Contractors have an obligation to protect ADB’s name and reputation and refrain

from any actions, statements or activities, including activities within their private life, that may impact or reflect negatively upon ADB. The private life and activities of a Contractor are personal matters; but, there can be situations where the actions, statements or behavior of a Contractor can impact or reflect negatively upon ADB. In all such circumstances (i) the Contractor acknowledges that his/her behavior, conduct and activities within and outside the workplace or working hours may impact the reputation and interests of ADB even if it is unrelated to an official function; (ii) the Contractor must comply with all local laws and regulations and not engage in any sexual behavior or activities which may reflect adversely, embarrass or bring disrepute to ADB; and (iii) the Contractor must not engage in any conduct or behavior or make any statement that degrades, disrespects any person or which might constitute Bullying, Harassment, Sexual Harassment, Misconduct, denigrating or morally reprehensible behavior.

(c) The general guidelines set out in these Standards of Conduct (Standards) are

intended to complement ADB’s rules and policies on the subject matter and are not intended to exhaustively describe every conceivable form of conduct expected. Contractors are expected to use good judgment to conform with the terms, the intent and the spirit of these Standards.

Definitions

(a) “Bullying” is a form of Harassment consisting of repeated or persistent aggression or other malicious behavior in any form by one or more persons which has the effect of humiliating, belittling, offending, intimidating or discriminating against another person. It may include persistent, unwarranted or unconstructive criticism, personal abuse and/or ridicule, either in public or private, which humiliates or demeans the individual targeted, gradually eroding his or her self-confidence or intending to do so. Criticism, disapproval, negative performance assessment and similar appraisal, appropriately conveyed, do not, by themselves, constitute Bullying or Harassment;

(b) “Discrimination” is the inappropriate differentiation between individuals or groups. Such discrimination includes differentiation based on characteristics such as race, color, nationality, national, social or ethnic origin, religion or similar belief, language, political or other opinion or affiliation, gender, gender identity, sexual orientation, family or civil status, health status, size, or physical ability;



(c) “Harassment” is any unwarranted or unwelcome behavior, verbal, psychological or

physical, that interferes with work or creates an intimidating, hostile or offensive work environment. Harassment includes, but is not limited to, Bullying and Sexual Harassment;

(d) “Integrity” means a firm adherence to ADB’s Anticorruption Policy (1998, as amended from time to time), the Integrity Principles and Guidelines (2015, as amended from time to time) and to the highest ethical standards;

(e) “Misconduct” is behavior, or an act or omission, which is unacceptable or improper,

contrary to the principles or rules of ADB or illegal or unethical. Misconduct may not necessarily be intentional and can arise from neglect, recklessness or mismanagement. Misconduct includes, but is not limited to, (i) the failure to observe these Standards or other rules, regulations, guidelines or procedures; or (ii) conduct, actions or omissions, within and outside ADB, that risk discrediting or disgracing ADB, bringing ADB into disrepute, or could undermine the integrity of ADB’s policies, processes or procedures;

(f) “Respect” refers to interacting with all others in the work environment in a

professional, positive and inclusive fashion, regardless of hierarchical role or rank. This includes treating others with due consideration, courtesy, dignity and open-mindedness, as well as working without prejudice or bias towards individuals or institutions that have different characteristics, backgrounds and viewpoints;

(g) “Retaliation” is any detrimental act, direct or indirect, recommended, threatened or

taken against anyone who has raised or is considering raising a complaint of misconduct whether formally as whistleblower or witness or person associated with a whistleblower or witness or otherwise, in a manner material to the complaint because of a report of or cooperation with an ADB investigation into any form of (alleged) Misconduct. Retaliation can include, but is not limited to, Harassment, discriminatory treatment, assignment of work outside the corresponding job description, withdrawal of work assignments contained in the job description, inappropriate performance appraisals or salary adjustments, or the withholding of an entitlement; and

(h) “Sexual Harassment” is any unwelcome sexual advance, request for sexual favors

or other verbal or physical conduct of a sexual nature which results in physical, sexual or psychological harm or suffering to another person, or which is made or suggested to be a condition of employment, promotion or other personnel action or creates an intimidating, hostile or offensive environment.

Contractor’s Obligations Contractors shall:

(a) observe all applicable laws and regulations and adhere to the highest ethical standards including the right and obligation to refuse to participate in Misconduct of any nature whatsoever;

(b) act with Respect, honesty, propriety, fairness, professionalism, and a high degree

of Integrity and concern for ADB’s interests and avoid situations and activities which may reflect adversely on ADB, compromise its operations, or lead to real or perceived Conflicts of Interest (as defined in sub-paragraph (vi) of paragraph (f) below;



(c) observe inclusive and respectful behavior, and show consideration for others, as

well as Respect and tolerance for diverse cultures, beliefs and backgrounds; (d) refrain from any form of Bullying, Discrimination, Misconduct, Harassment, or

Sexual Harassment and behave in a manner that creates an environment free of such behavior;

(e) not engage in Retaliation or reprisal against anyone reporting Misconduct, whether

formally as a whistleblower, witness, or person associated with such whistleblower or witness, or otherwise, or for cooperation with an ADB investigation in relation to the complaint;

(f) refrain from committing any Integrity violation as defined in the Integrity Principles

and Guidelines (2015, as amended from time to time). An integrity violation may consist of any of the following:

(i) Corrupt practice, which is the offering, giving, receiving, or soliciting,

directly or indirectly, anything of value to influence improperly the actions of another party;

(ii) Fraudulent practice, which is any act of 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) Coercive practice, which 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;

(iv) Collusive practice, which is an arrangement between two or more

parties designed to achieve an improper purpose, including influencing improperly the actions of another party;

(v) Abuse, which is theft, waste, or improper use of assets related to

ADB-related activity, either committed intentionally or through reckless disregard;

(vi) Conflict of interest, which is any situation in which a party has

interests that could improperly influence that party’s performance of official duties or responsibilities, contractual obligations, or compliance with applicable laws and regulations; and

(vii) Obstructive practice which is (1) deliberately destroying, falsifying, altering or concealing of evidence material to the investigation or making false statements to investigators in order to materially impede an ADB investigation; (2) making false statements to investigators in order to materially impede an ADB investigation; (3) 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 (4) materially impeding ADB’s contractual rights of audit or access to information.



(g) avoid any situation that may create an actual, potential or perceived Conflict of Interest, including conflicts of interests arising between their personal financial interests or business relationships and their duty to ADB;

(h) not give or accept gifts from any sources if intended to serve the purpose of obtaining or exchanging a favor; or influencing any other person’s performance of official duties or responsibilities;

(i) not engage in private trading activities such as, but not limited to, foreign exchange dealings, merchandising of goods and foodstuffs, real estate and insurance brokering, money lending, or car renting or brokering, in all cases, on ADB premises (including misuse of ADB’s e-mall or similar media for trading); and

(j) not disclose any confidential or unpublished information that has been received or

generated by the Contractor to any person outside of ADB whom they know or should know has not been authorized by ADB to receive such information. Contractors have a responsibility to protect the security of any confidential and unpublished information provided to, or generated by, ADB.



Designated Clinics and Procedure of Medical Clearance

List of Designated Clinics and Procedure of Medical Clearance

Section 1 Designated Clinic

The medical examination of the personnel of the CONTRACTOR shall be conducted by any of the following clinics (hereinafter referred to as the “Designated Clinic”):

Associated Medical & Clinical Services, Inc. (AMCSI)

Address: 3rd Flr., Kalayaan Bldg., Cor. Salcedo and Dela Rosa Streets

Legaspi Village, Makati City Tel: 892-5906 to 08; 818-0142 Fax: 894-0365 Contact Unit/ Persons: Ms. Christine Salonga – Senior Marketing Associate

Ms. Glorvina Gosalvez – OIC, Chief Nurse Ms. Vicky Atendido - Receptionist

Clinica Manila

Address: 2nd Floor, Unit 202 Building A

SM Megamall Complex, Doña Julia Vargas Avenue Mandaluyong City

Tel: 635-3877 to 80 local 109 or 110 Fax: 638-6932 Contact Unit/ Persons: Ms. Fides L. Santos, MRT – Clinical Services Manager

Ms. Marissa Redondo – General Manager

Section 2 Scope of Medical Examination

The medical examination is limited to [/includes], for the time being, chest X-Ray checkup [as well as hepatitis A and B screenings (i.e. Anti HAV IgM, Anti HAV IgG, HBs Ag and Anti HBs”)]. The Asian Development Bank (hereinafter referred to as the “ADB”) reserves the right to enlarge the scope of the medical examination, taking into account the health condition and eventual epidemic alarm in its host country.

Section 3 Periodicity of Medical Examination

The satisfactory result of the medical examination will form one of the condition precedents for the concerned personnel from the CONTRACTOR to be allowed to provide services at the premises of the ADB. Thereinafter and on annual basis, the CONTRACTOR shall ensure that its concerned personnel pass the required medical clearance, without being further reminded by the ADB.

Section 4 Procedure of Medical Clearance



Upon signing of the Contract and on annual basis, the CDS firm shall send its concerned personnel to the Designated Clinic for medical examination.



The cost of the medical examination will be borne by the CDS FIRM.

The Designated Clinic will proceed with the medical examination and forward the result thereof directly to the In-House Medical Doctor of the ADB, with reference to the contract number (i.e. Contract No. ADB/OAS-YYYY/XXX) to be provided by the CDS FIRM.

The In-House Medical Doctor or another pre-qualified doctor designated by him/her during his/her absence will review the result of medical examination and send a Medical Clearance Report to Head, Procurement & Contracting Unit, OAIS-PC, in which it will be indicated whether the concerned personnel of the CDS FIRMare medically fit or unfit to provide services at the premises of the ADB.

The CDS FIRMagrees that the result of medical examination of its concerned personnel will be kept in the archives of the In-House Medical Doctor of the ADB and that the opinion expressed in said Medical Clearance Report shall be recognized as final and conclusive.

In case any personnel of the CDS FIRM is judged by the Medical Clearance Report to be medically unfit to provide services at the premises of the ADB, the Advisor OAS and Head, Procurement and Contracts Unit, OAPC will notify the CDS FIRM to replace him/her with another pre-qualified staff. That substitute should also go through the same medical clearance procedure.

Section 5 Responsibility for failure to provide services due to lack or insufficiency of medically fit personnel

Unless well justified and excused by the ADB, the CDS FIRMwill be held responsible and liable for failure to start or maintain the Services in accordance with the Contract due to the lack or insufficiency of medically fit personnel.

Section 6 Provision for treatment in case of emergency hospitalization

The CDS firm agrees that in case of emergency hospitalization, ADB will transport CDS firm's personnel to Medical City. The CDS firm will be liable for all expenses related to the treatment of the CDS firm's personnel at Medical City.



APPENDIX 12 ADB Member Countries

1. Afghanistan 2. Armenia 3. Australia 4. Austria 5. Azerbaijan 6. Bangladesh 7. Belgium 8. Bhutan 9. Brunei Darussalam 10. Cambodia 11. Canada 12. China, People’s Republic of 13. Cook Islands 14. Denmark 15. Fiji Islands 16. Finland 17. France 18. Georgia 19. Germany 20. Hong Kong, China 21. India 22. Indonesia 23. Ireland 24. Italy 25. Japan 26. Kazakhstan 27. Kiribati 28. Korea, Republic of 29. Kyrgyz Republic 30. Lao PDR 31. Luxembourg 32. Malaysia 33. Maldives, Republic of 34. Marshall Islands 35. Micronesia, Federated States of 36. Mongolia

37. Myanmar 38. Nauru 39. Nepal 40. The Netherlands 41. Nieu 42. New Zealand 43. Norway 44. Pakistan 45. Palau 46. Papua New Guinea 47. Philippines 48. Portugal 49. Samoa 50. Singapore 51. Solomon Islands 52. Spain 53. Sri Lanka 54. Sweden 55. Switzerland 56. Taipei, China 57. Tajikistan 58. Thailand 59. Timor-Leste 60. Tonga 61. Turkey 62. Turkmenistan 63. Tuvalu 64. United Kingdom 65. United States 66. Uzbekistan 67. Vanuatu 68. Viet Nam

Date post:	16-Nov-2021
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