integrated library system - asian development bank

ASIAN DEVELOPMENT BANK 6 ADB Avenue, Mandaluyong City

1550 Metro Manila, Philippines Tel: +63 2 632 4059 / +63 2 632 4302; Fax: +63 2 636 2577 or +63 2 631 6899

Email: [email protected]

INVITATION TO BID PROVISION OF ADB INTEGRATED LIBRARY SYSTEM

1. The Asian Development Bank (ADB), a multilateral development finance institution headquartered in Manila,Philippines, invites interested parties to bid for the Provision of ADB Integrated Library System (ILS). The bid should include executing the installation, replacement, and set-up of an ILS including data migration, staff training, maintenance, and ensuring that a new cloud based library catalog is fully accessible by ADB staff in its Headquarters in Manila, Philippines and field offices in 31 countries.

2. The successful Bidder will provide ADB with the services for the setup, configuration, migration of records, training,implementation and turnover of ADB Library’s ILS to be able to:

a. Continue to automate the library transactions;b. Free up internal resources to more critical and value-adding work improvement initiatives, such as

research and reference work; andc. Eliminate dependency for internal infrastructure support by adopting a “cloud based solution”.

3. The Instructions to Bidders (ITB) included in this Invitation is available until 30 May 2016. A Pre-bid Meeting willbe held at 2:00 p.m. on 19 May 2016 (Manila time) at Room G112E, ADB HQ, 6 ADB Avenue, Mandaluyong City, 1550 Metro Manila to answer any queries from the Bidders. Interested Bidders are also welcome to attend the Pre-bid Meeting via teleconference.

4. Sealed Bids should reach ADB not later than 3:00 p.m. on 30 May 2016 (Manila time). The Bids should besent by courier mail or hand-carried to the attention of Unit Head, Procurement and Contracts Administration, Office of Administrative Services, 4th Floor, Room 4532S, Asian Development Bank, 6 ADB Avenue, Mandaluyong City, 1550 Metro Manila. Late bids will be rejected by ADB.

5. It is the Bidder’s responsibility to inform ADB that they have downloaded the ITB and provide their completecontact details (i.e., name of firm, address, contact person and position, email address, telephone number) to [email protected], [email protected] and [email protected] in order to receive future correspondences related to this bidding, i.e., confirmation of Pre-bid and Bid Opening Schedules, Bid Bulletins, among others.

6. The following requirements, among others, must be met by the Bidders:

a. Have the nationality of an eligible country in accordance with Appendix 14 (see List of ADBEligible Member Countries) of the Instructions to Bidders;

b. Have not been declared ineligible by ADB;

c. Engaged in the Library IT hardware, software, and solutions business for at least five (5) years; and

d. Have a local presence in Asia and the Pacific to provide technical support and account management teamwhich can be reached via phone, email and in-person with expected customer standards in accordancewith ADB's Service Level Agreement (SLA) and Support and Maintenance requirements.

e. The product/solution must be (i) in existence for at least three (3) years; and (ii) hosted in a cloudenvironment.

7. ADB reserves the right to accept or reject any Bid, and to annul the Bidding process and reject all Bids at anytime prior to award of Contract, without thereby incurring any liability to the affected Bidder or Bidders or any obligation to inform the affected Bidders of the grounds of ADB’s action.

8. This Invitation does not entail any commitment on the part of ADB, either financial or otherwise. All costsassociated with the preparation and submission of Bid shall be borne solely by the Bidder.

OLIVIER J. LEONARD Unit Head Procurement and Contracts Administration Office of Administrative Services

Original signed

mailto:[email protected]



INSTRUCTIONS TO BIDDERS

PROVISION OF ADB INTEGRATED LIBRARY SYSTEM

May 2016

ASIAN DEVELOPMENT BANK

6 ADB AVENUE, MANDALUYONG CITY, 1550 METRO MANILA, PHILIPPINES Tel. +63 2 632 4302, + 63 2 632 4059, +63 2 632 4444; Fax No. +63 2 636 2577

Email: [email protected]

The documents comprising this "Instructions To Bidders" including data shall not be disclosed outside the Bidder and shall not be duplicated, used, or disclosed in whole or in part for any purpose other than to prepare the bid.

Asian Development Bank Instructions To Bidders Provision of ADB Integrated Library System Page 1 of 17

Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this “Instructions To Bidders”.

INSTRUCTIONS TO BIDDERS


A. General

1. Scope of Bid

1.1 The Asian Development Bank (hereinafter referred to as “ADB”) wishes toreceive bids from prospective Bidders for the Provision of ADB Integrated Library System (ILS) (hereinafter referred to as “Goods and Services”). The bid should include executing the installation, replacement, and set-up of an ILS including data migration, staff training, maintenance, and ensuring that a new cloud based library catalog is fully accessible by ADB staff in its Headquarters in Manila, Philippines and field offices in 31 countries.

1.2 The Contractor shall provide ADB with the most reliable and efficient Goods and 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 performance of the Contractor in carrying out the delivery of the Goods and Services against the standards set forth in the Statement of Work (SOW) (see Appendix 1).

1.3 The Goods and Services shall be complete in all respect, and shall include the costs of supplies, materials, labor, tools and equipment, supervision, transportation, and other costs incidental thereto.

1.4 The successful Bidder will be contracted based on the requirement for the provision of ADB ILS for an initial Contract term of three (3) years, subject to annual payment. ADB at its discretion may opt to extend the initial contract term to five (5) years.

1.5 The sealed bids should be completed and submitted to ADB in accordance with the provisions contained in the "Instructions to Bidders".

2. Qualifications of the Bidder

2.1 To be qualified for the bidding, the Bidder must:

i. Have the nationality of eligible country in accordance withAppendix 14: List of ADB Eligible Member Countries. A Biddershall be deemed to have the nationality of a country if the Bidder isa citizen, or is constituted, or incorporated, and operates inconformity with the provisions of the Laws of that country;

ii. Not be under a declaration or record of ineligibility for corrupt and/orfraudulent practices issued or kept by ADB in accordance with Sub-



Clause 2.3.iii;

iii. Have a local presence in Asia and the Pacific to provide technicalsupport and account management team which can be reached viaphone, email and in-person with expected customer standards inaccordance with ADB's Service Level Agreement (SLA) andSupport and Maintenance requirements;

iv. Provide ADB with the services for the setup, configuration,migration of records, training, implementation and turnover of ADBLibrary’s ILS to be able to:

a. Continue to automate the library transactions;b. Free up internal resources to more critical and value-

adding work improvement initiatives, such as research andreference work; and

c. Eliminate dependency for internal infrastructuresupport by adopting “cloud based solution”.

2.2 In the case of joint ventures (JV), the qualifications and experience of all firms in the JV will be considered as if the JV was a single Bidder. Each firm in the JV must be a legally registered commercial enterprise established in the business of providing the required Goods and Services or a subsidiary of a legally registered company. ADB will 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 JV agreement (see Clause 10.1.iv). The Contract 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.

2.3 ADB’s Anticorruption Policy requires borrowers (including beneficiaries of ADB-financed activity), as well as Bidders, 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 forthbelow as follows:

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

b. “fraudulent practice” means any act or omission, includinga misrepresentation, that knowingly or recklessly misleads,or attempts to mislead, a party to obtain a financial or otherbenefit or to avoid an obligation;



c. “coercive practice” means impairing or harming, orthreatening to impair or harm, directly or indirectly, anyparty or the property of the party to influence improperlythe actions of a party; and

d. “collusive practice” means an arrangement between two ormore parties designed to achieve an improper purpose,including influencing improperly the actions of anotherparty.

ii. will reject a proposal for award if it determines that the Bidderrecommended for award has, directly or through an agent,engaged in corrupt, fraudulent, collusive, or coercive practices incompeting 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 inADB-financed activities if it at any time determines that the firmhas, 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 butnot be limited to the forfeiture of the performance bond, dependingon what stage of the project when collusion was discovered; and

iv. will have the right to inspect the accounts and records of theContractor relating to the performance of the Contract and to havethem audited by auditors appointed by 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 Bidders, 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 Bidders found to have a conflict of interest shall be disqualified. A Bidder may be considered to be in a conflict of interest with one or more parties in this bidding 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 fromany of them; or

iii. they have the same legal representative for purposes of this bid;or



iv. they have a relationship with each other, directly or throughcommon third parties, that puts them in a position to have accessto information about or influence on the bid of another Bidder, orinfluence the decisions of the ADB regarding this bidding process;or

v. a Bidder participates in more than one bid in this bidding process.Participation by a Bidder in more than one Bid will result in thedisqualification of all Bids in which it is involved. However, thisdoes not limit the inclusion of the same Bidder, not otherwiseparticipating as a Bidder, in more than one bid; or

vi. a Bidder participates as a consultant in preparing the design ortechnical specifications of the goods and related services or worksthat are the subject of a bid.

2.5 Penalties on Collusion by Bidders

i. If any Bidder is found to have colluded with other Bidders to fix thebid prices prior to award of Contract, the Bidder shall be disqualifiedto bid for any future projects of ADB.

ii. If the collusion with other Bidders to fix the bid prices is discoveredafter award of Contract, ADB has the right to impose the followingpenalties on the Successful Bidder:

a. The Contract shall be terminated by ADB immediately.

b. In addition, the Successful Bidder shall be disqualified to bidfor any future projects of ADB.

2.6 Bidders are requested to register online in the ADB Supplier Management System (SMS) using the following link: https://uxdmz06.adb.org/OA_HTML/adb/xxsms/jsp/XXSMSLogin.jsp

i. SMS is a secure application which provides ADB's prospectiveand existing suppliers for corporate or institutional procurement toregister online. Individuals and firms interested to supply goodsand services for ADB's institutional or corporate requirementsmust register. Suppliers must be a citizen or incorporated inan ADB member-country and not listed in ADB nor in other multi-lateral development bank's sanction list.

ii. For inquiries on SMS, please email [email protected].

iii. The invitation to register in the ADB SMS does not entail anycommitment on the part of ADB, either financial or otherwise.Likewise, the approval of registration in the SMS is neither acommitment nor an offer or guarantee from ADB to award anycontract.

http://www.adb.org/about/members



3. Eligible Goods and Related Services

3.1 All goods and related services to be supplied under the Contract andfinanced by ADB shall have as their country of origin an eligible country of ADB (Appendix 14, 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” includes services such as insurance, installation, implementation, 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. Bid Procedure

4.1 Each Bidder shall submit only one Bid either by itself, or as a partner in aJV. A Bidder who submits or participates in more than one Bid will be disqualified. Bidders are expected to submit their bids in best form.

4.2 A single stage - single envelope bidding procedure shall be followed wherein Bidders submit one sealed envelope containing the Technical Bid and the Financial Bid (one original, two duplicate copies) enclosed together in an outer single envelope (refer to Clause 16).

4.3 The Financial Bid will be used by ADB as a reference to determine the appropriate Contract amount for the Goods and Services to be supplied/rendered by the successful Bidder.

4.4 The Technical Bids are evaluated by ADB to determine technical compliance of the Bidders without reference to price. No amendments or changes to the technical bids are permitted. The Financial Bids are evaluated by ADB, and the Contract/Purchase Order is awarded to the Bidder whose Bid has been determined to be the lowest evaluated, substantially responsive and complying.

4.5 The Technical Bids will be evaluated based on a combination of Pass-Fail and Weighted – Points System Evaluation Framework established by ADB and as defined in Clause 21.7.

5. Cost of Bid

The Bidder shall bear all the costs associated with the preparation and delivery ofits bid, and ADB will in no case be responsible for such costs.



B. Bid Documents

6. Contents of Bid Documents

6.1 In addition to the Instructions to Bidders, the bid documents are composedof the following documents, which should be read in conjunction with any addendum issued in accordance with Clause 9:

i. Statement of Work (SOW) - Appendix 1 ii. Technical Bid Form - Appendix 2 iii. Technical Bid Proposal/Response Template - Appendix 3iv. Technical Bid Criteria - Appendix 4 v. Financial Bid Form - Appendix 5 vi. Form of Secretary’s Certificate - Appendix 6 vii. Bid Securing Declaration Form - Appendix 7 viii. Joint Venture Data Form - Appendix 8 ix. Letter of Acceptance of Bid - Appendix 9 x. Form of Performance Bond - Appendix 10 xi. Form of Contract - Appendix 11 xii. General Conditions of Contract - Appendix 12 xiii. Special Conditions of Contract - Appendix 13 xiv. List of ADB Eligible Member Countries - Appendix 14 xv. Safety and Security Procedures for

Contractor’s Personnel in the Premisesof Asian Development Bank Headquarters - Appendix 15

xvi. Prevention of Harassment - Appendix 16

6.2 The Bidder is expected to examine carefully the contents of the bid documents. Bids, which are not substantially responsive to the requirements of the bid documents, will be rejected.

6.3 The Bidder shall fully disclose whether any of the Bidder'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 Bidder or for immediate termination of the Contract with the Bidder.

6.4 The Bidder shall furnish information as described in the Financial Bid Form on commissions or gratuities, if any, paid or to be paid relating to this bid, and to Contract execution if the Bidder is awarded the Contract.

7. Clarification on Bid Documents

Bidders requiring any clarification on the bid documents may notify ADB in writingby e-mail to [email protected] and [email protected], or by facsimile, at the numberindicated in Clause 16.3.ii. ADB will respond to any request for clarification,provided it is received not less than five (5) calendar days prior to thedeadline for submission of bids. Copies of ADB's response will be forwarded to



all Bidders, including the description of the inquiry.

8. Pre-bid Meeting

8.1 A pre-bid meeting will be held at 2:00 p.m. of 19 May 2016 (Manila time)at Room G112E, ADB Headquarters, 6 ADB Avenue, Mandaluyong City, 1550 Manila to:

i. answer any queries from the Bidders; andii. obtain all information that may be necessary for preparing the bid

and entering into a Contract.

8.2 Bidders who will be attending in person are advised to send representatives (maximum of 2), at an appropriate level of seniority to attend the pre-bid meeting. Bidders should provide ADB c/o Mses. Libay Cruz and Janet Paterno at email addresses [email protected] and [email protected], the names of their representatives at least one working day before the scheduled pre-bid meeting. Any subsequent claim by the Bidder to change the substance of the bid due to the Bidder’s failure to understand these requirements will not be entertained.

9. Amendment to Bid Documents

9.1 At any time prior to the deadline for submission of bids, ADB may for anyreason modify the bid documents by issuing addenda.

9.2 Any addendum issued shall form part of the bid documents and shall be communicated in writing or by e-mail/facsimile to all Bidders. The transmittal of the addendum to the Bidders on the addresses or e-mail addresses/facsimile numbers submitted shall relieve ADB of its obligations to notify the Bidders of the said addendum.

9.3 To afford prospective Bidders reasonable time to take an addendum into account in preparing their bids, ADB may extend the deadline for submission of bids.

C. Preparation of Bids

10. Composition of Bid (Bid Proposal)

10.1 TECHNICAL BID –It shall consist of and be structured as follows:

i. Completed and signed Technical Bid Form (Appendix 2);

ii. Completed and signed Technical Bid Proposal/Response Template(Appendix 3);

iii. Secretary’s Certificate or Written Power of Attorney (Appendix 6);Furnish a notarized authorization letter stating the name and official



position held by the person authorized to sign the Bid and the formal Contract for the Bidder. The person authorized to sign the bid should also sign the conforme in the certification. In case of a joint venture, each party to the joint venture shall sign the notarized authorization letter (under joint and several liability).

iv. Joint Venture Commitment (Appendix 8);In case of a joint venture, provide the official joint ventureagreement or a written confirmation signed by all joint ventureparties (under joint and several liability), duly notarized, stating thatin case of award of Contract, the parties will enter into a jointventure agreement and accept joint and several liability for allobligations under the Contract.

v. Bid Securing Declaration Form (Appendix 7)ADB shall waive the bid security requirement, provided the Biddersubmits and signs the Bid Securing Declaration accepting that, ifthe Bidder withdraws or modifies (unless upon the consent andadvice of ADB) its bid during the period of validity, or the Bidder isawarded the Contract, and it fails to sign the Contract or submits aPerformance Bond in accordance with Clause 26, then the Biddershall be disqualified from bidding in any or all future Contracts withADB.

vi. All the documentary proofs as required in Clause 6.1 (please usethe forms provided as applicable).

10.2 FINANCIAL BID – It shall comprise of the completed and signed Form of Financial Bid (Appendix 5).

10.3 The bid documents as herein listed shall be duly completed with all entries typed or printed in ink.

10.4 The completed Technical and Financial Bid Forms shall be without interlineations or erasures except those required to correct errors made by the Bidder, in which case the erasures and interlineations shall be initialed by the person or persons signing the bid.

10.5 It is incumbent on the Bidder that when the documents mentioned above are duly completed, they should be submitted simultaneously by the Bidder in accordance with Clauses 17 and 18.

10.6 ADB is not bound to accept the lowest or any bid, nor is it obliged to give any reason for the rejection of any bid.

9.2. . 11. Bid Language

The bid and other documents including any correspondence related to the bid shallbe in English language.



12. Bid Currency

The rates submitted by the Bidders shall be in US Dollar or any other easilyconvertible currency of ADB member countries. For purposes of evaluation ofFinancial Bids, all bids shall be converted to US Dollar at the exchange rate set byADB Treasury at the time and date of the Financial Bid opening.

13. Bid Price

13.1 Unless otherwise specifically stated in the Contract documents, the bidprice 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; (v) administrative, supervision and overhead expenses; (vi) profit; and (vii) incidental expenses for the provision of the required Goods and Services. Since ADB is exempted from paying taxes and duties 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 Regarding the Headquarters of the Asian Development Bank (Headquarters Agreement), the Bidder shall calculate its prices for the service items exclusive of Contractor's tax, Value-Added Tax (VAT) and Expanded Value-Added Tax (EVAT).

13.2 The Bidder will be deemed to have taken account of all the requirements, whether expressed or implied, covered by all parts of the bid documents and other stipulated documents, and to have priced the items in the Bid Form accordingly. The total bid price will be the basis for payments for the Goods and Services provided in accordance with the bid documents.

14. Bid Validity

14.1 The bid shall remain valid for a period of ninety (90) calendar days from thespecified deadline for the submission of bids.

14.2 Prior to the expiry of the bid validity period, ADB may request the Bidder for a specified extension in the period of bid validity. A Bidder may agree to the request without modifying the original bid. The request from ADB and responses by the Bidder shall be made in writing.

15. Bid Signing

A person or persons (in case of Joint Venture) duly authorized to bind the Bidderto the Contract shall sign the bid. Proof of authorization shall be furnished in theform of a Written Power-of-Attorney or Secretary’s Certificate which shallaccompany the bid (ref. Clause 10.1.iii). The name and position held by eachperson signing the authorization and the duly authorized person orpersons must be typed or printed below the signature. All pages of theBid, except for unamended printed literature, shall be signed or initialed bythe person signing the Bid. Failure to do so will be grounds for



disqualification of the Bidder.

D. Bid Submission

16. Sealing and Marking of Bids

16.1 The Bidder shall prepare one original of the Technical Bid and oneoriginal of Financial Bid and clearly mark each “ORIGINAL TECHNICAL and FINANCIAL BIDs”. In addition, the Bidder shall submit two (2) duplicate sets each of the Technical Bid and the Financial Bid and clearly mark them “DUPLICATE - TECHNICAL and FINANCIAL BIDs”. In the event of discrepancy between the original and the copy, the original shall prevail.

16.2 The Bidder shall enclose the original and two (2) duplicate sets of the Bids in separate sealed envelopes, duly marking the envelopes as “ORIGINAL - TECHNICAL and FINANCIAL BIDs” AND “DUPLICATE - TECHNICAL and FINANCIAL BIDs” as appropriate. These envelopes containing the original and the copy shall then be enclosed in one single envelope.

16.3 The inner and outer envelopes shall:

i. bear the name and address of the Bidder

NAME AND ADDRESS OF BIDDER:

ii. be addressed and submitted to:

Unit Head, Procurement and Contracts AdministrationOffice of Administrative ServicesAsian Development BankRoom 4503S, 4th FloorNo. 6 ADB Avenue, Mandaluyong City1550 Metro Manila, PhilippinesFax No. +63 2 636 2577 / Tel No. +63 2 632 4444

iii. bear the following identification:

“Provision of ADB Integrated Library System”

16.4 The outer envelopes and the inner envelopes containing the Bids shall bear a warning “DO NOT OPEN BEFORE 3:00 P.M. of 30 May 2016”.

16.5 If all envelopes are not sealed and marked as required, ADB will assume



no responsibility for the misplacement or premature opening of the Bid.

17. Deadline for Submission of Bids

Sealed bids should reach ADB not later than 3:00 P.M. on 30 May 2016. The bidsshould be sent by courier mail or hand-carried to Room 4503S to the attention ofUnit Head, Procurement and Contracts Administration of ADB Headquarterslocated at No. 6 ADB Avenue, Mandaluyong City, 1550 Metro Manila, Philippines(ref. Clause 16.3.ii).

18. Late Bids

ADB shall not consider any Bid that arrives after the deadline for submission ofBids, in accordance with Clause 17. Any bid received by ADB after the deadlinefor submission of bids will be rejected and returned unopened to the Bidder.

19. Modification and Withdrawal of Bids

19.1 The Bidder may modify or withdraw its bid after bid submission, providedthat written notice of the modification or withdrawal is received by ADB, prior to the deadline for the submission of bids. The Bidder’s modification or withdrawal notice shall be prepared, sealed, marked and delivered in accordance with the provisions of Clauses 16 and 17 with the envelope additionally marked “MODIFICATION” or “WITHDRAWAL”, as appropriate.

19.2 No Bid may be modified subsequent to the deadline for submission of Bids.

19.3 No Bid may be withdrawn in the interval between the deadline for submission of Bids and the expiration of the period of bid validity specified by the Bidder on the Bid Form.

E. Bid Opening and Evaluation

20. Bid Opening

20.1 ADB will open the Technical and Financial Bids, including modificationsmade pursuant to Clause 19, in the presence of Bidder’s representatives who choose to attend, at 4:00 P.M. (Manila time) of 30 May 2016 at the following location: Room G112E, Asian Development Bank Headquarters, No. 6 ADB Avenue, Mandaluyong City, 1550 Metro Manila, Philippines. The Bidder should check with Procurement and Contracts Administration Unit whether there is any change on the bid opening venue. The Bidder's representatives who are present shall sign a register evidencing their attendance.

20.2 Envelopes marked "WITHDRAWAL" shall be opened and read out first. Bids, for which an acceptable notice of withdrawal has been submitted, pursuant to Clause 19, shall not be opened.



20.3 All other envelopes holding the Technical and Financial Bids shall be opened one at a time and the following read out and recorded: name of the Bidder and whether there is modification or substitution; and other details as per Clause 10. No Bids shall be rejected at the opening except for late bids, in accordance with Clause 18.

20.4 ADB shall prepare a record of the opening of Bids that shall include, as a minimum: the name of the Bidder and whether there is withdrawal, substitution, or modification, and other details as per Clause 10. The Bidder’s representatives who are present shall be requested to sign and record. The omission of a Bidder’s signature on the record shall not invalidate the contents and effect of the record. A copy of the record shall be distributed to all Bidders.

21. Bid Evaluation

21.1 To assist in the examination, evaluation and comparison of bids, ADBmay, at its discretion, ask any Bidder for clarification of its bid. The request for clarification and response shall be in writing or by fax. Clarification on the Bidder's technical capability may also be done by way of inspecting Bidder's company premises and/or visits to one or more of the Bidder’s clients by ADB's representatives. The Bidder should provide full cooperation if ADB deems necessary to do so.

21.2 Subject to Clause 21.1, no Bidder shall contact ADB on any matter relating to its bid from the time of the bid opening to the time the Contract is awarded. If the Bidder wishes to bring additional information to the notice of ADB, it should do so in writing.

21.3 Any effort by the Bidder to influence ADB in ADB’s bid evaluation, bid comparison or Contract award decisions may result in: (i) the rejection of the Bidder’s bid; and (ii) disqualification of the concerned Bidder to bid for future procurement by ADB.

21.4 ADB will undertake a post qualification review of each Bidder based on the qualification criteria indicated in Clause 2. Bids submitted by the Bidders who meet the qualification criteria will be considered by ADB for further bid evaluation. Bids, which do not meet the qualification criteria, will be rejected.

21.5 ADB will determine whether each bid submitted by a qualified Bidder is (i) properly signed; (ii) the same name of company invited to participate in the bidding; (iii) substantially responsive to the requirements of the bid documents; (iv) arithmetic errors in computation were made in the bids; and (v) the bids 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 Bidders’ submissions.

21.6 A bid that is not substantially responsive to the bidding documents or



contains inadmissible reservations will be rejected. A bid 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.

21.7 Technical Bids will be evaluated based on a combination of Pass-Fail and Weighted Points System evaluation framework established by ADB, with the Technical Bid Requirements/Response Template provided in Appendix 3 (refer to Clause 4.5). A substantially responsive bid is one that conforms to all terms, conditions and specifications of the bid documents without material deviation or reservation. A major deviation would normally occur when (i) the scope, quality of Goods, or performance of the Services offered substantially differ from the bid documents; (ii) the bid offer limits in any substantial way, ADB's rights or the Bidder's obligations under the Contract; or (iii) any rectification would unfairly affect the competitive position of other Bidders with substantially responsive bids. A major deviation will result in the rejection of the Bidder’s bid.

21.8 The Technical Bids will be evaluated based on the following requirements among others, with details in Appendix 3 (refer to Clause 4.5):

a. Mandatory Criteria – Required Software Componentsa.1 Solution should be web-based and multi-platform, provided

as Software-as-a-Service (SaaS), with cloud hosting for all Library records (bibliographic, authority, patron, holdings, etc.).

a.2 Compliance with International Standards for BibliographicData (ISBD) including MARC21 format, based on ISO-2709 standard for exchange of records in electronic format; Resource Description and Access (RDA)-ready.

a.3 Have all the applications and modules employed by Virtua(acquisitions, cataloging, circulation, serials control, statistical reporting, and online public access catalog) with additional modules for inventory control (including RFID compatibility).

b. General Category/Criteriab.1 Additional Software Componentsb.2 Cloud Server and Data Security Requirementsb.3 Competency Requirementsb.4 Implementation Requirementsb.5 Warranty, Support and Training Requirements

21.9 The Bidder is expected to carefully read and understand all requirements. It is expected that the Bidder will respond to each and every specifications using Appendix 3 – Technical Bid Proposal/Response Template. A “YES” means the Bidder’s proposal conforms or exceeds the stated requirements while a “NO” and BLANK means non-compliance.

21.10 If, after the examination of the terms and conditions and the technical



evaluation, ADB determines that the Bid is not substantially responsive in accordance with the Bidding Documents, it shall reject the Bid.

21.11 ADB reserves the right to require from all or any Bidder an actual demo within the evaluation period.

21.12 Only the Financial Bids of the post-qualified Bidders with technically compliant bids shall be considered in the Financial Bid evaluation. Bidders who do not conform to the specified technical requirements will be rejected as deficient and non-responsive Bids and will not be included in the financial evaluation.

21.13 A combination of Pass-Fail and Weighted Points System evaluation framework will be implemented. Only the Bidders who will pass all the set criteria in Mandatory Criteria will be evaluated in the General Category/Criteria. Bidders who will receive a failing mark in any of the items in the Mandatory Criteria will be disqualified. Bidders must garner at least 60% of the total points assigned under each category in the General Category/Criteria to be considered in the Financial Bid evaluation. The weighted scoring for Technical and Financial Bids will be as follows:

Technical Bid % Weight

Financial Bid % Weight Total %

70 30 100

21.14 The Bidder with the highest combined technical and financial percentage score will be awarded the Contract.

22. Non-conformities, Errors, and Omissions

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

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

22.3 In case of discrepancies between price given in words and that given in figure for the same item, the prices given in words shall prevail. Arithmetical errors will be rectified on the following basis. If there is a discrepancy between the unit price and the total price per item that is obtained by multiplying the unit price and quantity, the unit price shall prevail and the total price per item will be corrected. If there is a discrepancy between the Total Amount stated in the Bid Form and the sum of the total price per item,



the sum of the total price per item shall prevail and the Total Amount will be corrected. If the Bidder does not accept the corrected amount of bid, its bid will be considered as withdrawn, and the Bidder shall be disqualified to bid for any future projects of ADB.

F. Award of Contract

23. Award

23.1 Following the post qualification review, technical evaluation and financialevaluation of each Bidder, the most responsive Bidder with the highest combined technical and financial percentage score, offering the most economical and advantageous Bid to ADB will be selected.

23.2 Subject to Clauses 21 and 22, ADB will award the Contract to the most responsive Bidder whose bid has been determined to gather the highest combined percentage score for technical and financial criteria.

23.3 Where, during bid evaluation, the prices offered by the Bidder with the highest combined technical and financial percentage scores are significantly higher than market references, ADB reserves its right to negotiate these prices with a view to obtain the best value for money for ADB.

24. ADB's Right to Accept or Reject Any Bid

ADB reserves the right to accept or reject any bid, and to annul the biddingprocess and reject all bids at any time prior to award of Contract, without therebyincurring any liability to the affected Bidder or Bidders or any obligation to informthe affected Bidder or Bidders of the grounds for ADB's action.

25. Notification of Award

25.1 ADB will notify the successful Bidders by letter (Letter of Acceptance ofBid) that its bid has been accepted (see Appendix 8).

25.2 The Letter of Acceptance of Bid, together with the Bid, will form a Contract between ADB and the successful Bidder, until the Contract/Purchase Order has been effected pursuant to Clause 27.

26. Performance Bond

26.1 The successful Bidder shall post a Performance Bond in favor of ADB inthe amount of 100% of the total Contract price issued to guarantee its faithful performance of the Contract. The Performance Bond, payable in US Dollar or any other easily convertible currency of ADB member countries, shall be in the pro-forma attached herewith (see Appendix 9). The required Performance Bond and other stipulated documents shall be furnished within fifteen (15) calendar days from the date the Bidder receives ADB’s Contract.



26.2 Failure of the successful Bidder to submit to ADB the required Performance Bond shall constitute sufficient ground for annulment of the award and the disqualification of the Bidder from bidding in any or all future Contracts with ADB.

27. Execution of the Contract

27.1 The Bidder to whom the Contract is awarded is required to enter into andexecute a Contract (see Appendices 10 to 12) in accordance with the form, conditions and requirements in the Bid Documents.

27.2 If the successful Bidder refuses or fails to enter into Contract within the stipulated time, the Bidder shall be disqualified to bid for any future projects of ADB.

28. Special Character of ADB

The Bidder's special attention is drawn to the special character of ADB as aninternational financial institution with status, privileges and immunities asestablished under the Charter and the Headquarters Agreement. The Bidder isadvised to study these documents, copies of which are available from ADB’swebsite, free of charge, in order to assess his or her rights and obligations underthe Contract. Provided is the link to ADB’s Charter and Headquarters Agreement:http://www.adb.org/documents/reports/charter/default.asp.

29. Confidentiality / Non-disclosure

29.1 The information contained in this bid documents, or accumulated throughother 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.

29.2 Information received in response to this Bid Documents 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.

G. General Conditions of Contract

30. Termination for Default

ADB, without prejudice to any other remedy for breach of the Contract, by Notice ofdefault sent to the successful Bidder, may terminate the Contract in whole or inpart, if the successful Bidder, in the judgment of ADB has engaged in corrupt orfraudulent practices in competing for or in being awarded the Contract.

31. Payment

31.1 Payment for the Goods and Services will be made in accordance with the

http://www.adb.org/documents/reports/charter/default.asp



terms and mode of payment specified in the Contract issued by the ADB to the successful Bidder.

31.2 The ADB’s standard policy is to pay for the Goods and Services by fund/electronic transfer within thirty (30) calendar days upon receipt of original invoice and confirmation by ADB that the Goods and Services are complete and accepted.

Appendix 1 Statement of Work

Statement of Work (SOW) 1

FOR OFFICIAL USE ONLY

Statement of Work

Provision of ADB Integrated Library System

May 2016



I. Table of Contents I. General Information ......................................................................................................................... 3

A. Introduction ................................................................................................................................... 3

B. Background ................................................................................................................................... 3

C. Objectives ...................................................................................................................................... 3

D. In-scope Services/Deliverables ................................................................................................ 3

E. Out-of-Scope Services….………………………………………………………………………7

II. Assumptions ..................................................................................................................................... 8

III. Roles and Responsibilities ............................................................................................................ 8

IV. Service Level Agreements ............................................................................................................. 8

A. Service Level ................................................................................................................................. 8

B. Reports and Project Documentations .................................................................................... 9

V. Terms and Conditions ............................................................................................................... 10

A. Place of Performance ................................................................................................................ 10

B. Period of Performance .............................................................................................................. 10

C. Performance Standards............................................................................................................ 10

D. Pricing Mechanism .................................................................................................................... 10



I. General Information

A. Introduction

1. The purpose of this document is to define the Statement of Work (SOW) of a third partyvendor (“Service Provider”) in executing the installation, replacement, and set-up of an Integrated Library System including data migration, staff training, maintenance and in ensuring that a new cloud based library catalog is fully accessible by ADB staff in its Headquarters in Manila, Philippines and field offices in 31 countries.

B. Background

2. Over the past decade, the ADB Library has been using the Classic Integrated LibrarySystem (ILS) developed by the Visionary Technology in Library Solutions (VTLS, later renamed as Virtua). Over the years, minor software updates have been received until it reached end of software life in 2013. Upon review, it has been observed that these incremental improvements have fallen short of some of the emerging and dynamic features and functionalities of new Library systems such as, Google-like discovery tools, mobile applications, social and commenting features and scalability.

3. Replacing ILS will help the ADB Library be more effective in carrying out its role inenhancing knowledge sharing and management within ADB. Knowledge solutions are crucial for ADB to meet the development challenges of its developing member countries.

C. Objectives

4. ADB aims to get the services for the setup, configuration, migration of records, training,implementation and turnover of ADB Library’s ILS to be able to:

4.1. Continue to automate the library transactions; 4.2. Free up internal resources to more critical and value-adding work improvement

initiatives, such as research and reference work; and 4.3. Eliminate dependency for internal infrastructure support by adopting “cloud

based solution”.

D. In-scope Services/Deliverables

5. During the lifecycle of the project, the Service Provider will deploy resources responsiblefor the following tasks:



5.1. Installation/set-up of a cloud based environment to host the ADB Library data based on the requirements contained in Section 6 below and as stated in the Technical Evaluation and Scoring Guidelines;

5.2. Testing of the cloud based environment with sample data taken from current ADB Library database including bibliographic records, patron records, authority records and transaction history;

5.3. Installation/set-up of the new ADB Library system with documentation on system networks and location of servers/data centers ensuring confidentiality of content;

5.4. Configuration (and in exceptional cases, customization) of the new system including the local parameter settings;

5.5. Migration of bibliographic, authority, holdings/item, patron and transactional records in MARC 21 Format from existing Virtua system, ver. 2012.1(17938)-174 running on Oracle database 11g, release 11.2.0.1.0. ;

5.6. Perform and document quality assurance done on system configuration (and in exceptional cases, customization) for migration of records;

5.7. Onsite and web-based training of ADB Library staff on the functionality and features of the system;

5.8. Provide early life support as part of post implementation service and ensure ADB staff has adequate capacity for initial level support (build, operate and transfer) for 3 weeks from Project Go Live;

5.9. Provide disaster recovery plan and backup procedure that ensure system availability and access with adequate responsiveness and performance; and

5.10. Provide continuous maintenance support and system upgrade as part of annual subscription fee.

6. The Service Provider shall provide a new ILS with the following features:

6.1. Web-based and multi-platform provided as Software-as-a-Service (SaaS); 6.2. Cloud hosting for all ADB Library records (bibliographic, authority, patron,

holdings, etc.); 6.3. Conform to the US Machine Readable Cataloging (MARC) format for

bibliographic records, based on ISO-2709 standard for exchange records in electronic format;

6.4. Resource Description and Access (RDA) ready; 6.5. Have all the applications and modules employed by Virtua (acquisitions,

cataloging, circulation, serials control, statistical reporting, and online public access catalog) with additional modules for inventory control (including barcode and RFID compatibility);

6.6. Provide mobile applications/interface (reservation, search, current awareness services, alerts, etc.) available in popular platforms (Android or IOS);

6.7. Have web 2.0 features (e.g., user reviews/feedback, sharing thru social media, RSS feeds);

6.8. Be able to utilize current web technologies (JQuery, HTML5, Web services);



6.9. Have applications intended for self-service transactions; 6.10. Support discovery services or web crawlers, such as Google; 6.11. Have facility to allow file attachments (e.g., ebooks) and provide full-text search

capability; 6.12. Has adequate security certification including SOC1,2,3 and ISO 27001 which are

security standards for cloud based applications; 6.13. Be able to connect with third party databases and systems to which the ADB

Library subscribes such as EBSCOHost, Science Direct, Bankscope, etc, through Z39.50 protocol to provide integrated search results;

6.14. Be compatible with other information systems in ADB, such as, (a) Human Resources Database (support for CSV, XML, Text or Excel file formats), (b) Security Assertion Markup Language (SAML) for SSO to Active Directory and (c) IBM Watsons Analytics search engine.

7. In relation to the implementation of a new library system, the Service Provider will turnover to ADB all reports, working papers, documents and other data held, manual or electronic, or generated as a result of performing the activities.

8. The description of activities to be executed by the Service Provider is detailed in thetable below:

Activity Process Overview Timeline Pre-Migration Tasks Phase

• Setting up of CloudServer

• Installation of ILS• UI Customization• Sample Data Migration

Before data migration, Service Provider must setup the cloud environment that will host the ADB Library records, install the new ILS and customize the User Interface (UI) based on ADB requirements.

1 month

Data Extraction/Migration Phase Tasks required

• Data extraction• Data matching• Data Uploading

Service Provider must ensure that all bibliographic data, holdings/item data, patron data and active loan transactions are extracted from the ADB server and migrated to a cloud server. Bibliographic records are to be extracted in their current USMARC formats which are compatible with all commercial library systems. Non-bibliographic datasets will be exported in CSV format. Service Provider should have the ability to extract all ADB Library records currently hosted on a local ADB server in Headquarters. ADB is responsible for allowing Service Provider to have access to the server. Service Provider will perform data matching, automatic extract from existing

3 months



Virtual system, data test loading with quality assurance and verification, and eventual full data migration.

Implementation Phase • Data validation• System configurations• Local Parameter

Settings• System Preview• User Testing• Functionality testing

Service Provider and Library must work together to ensure that necessary configurations and local parameters are correctly configured. ADB Library staff should validate that migrated data are accurate. Data validation should be done during pre-migration phase using sample data migration. Data structures and parameters from the old system should be carried over to the new system. In case of variation, this will be agreed upon by the Service Provider and ADB.

After migration, sample data should be tested and validated based on the parameters set during the pre-migration sample data migration During this stage, there will be two categories of testing. (1) ADB Library technical staff testing to ensure that acquisition, cataloging, and serials management functionalities are working using sample data and (2) General staff testing for general users. This will be done by information coordinators and other OAIS-IR staff to test circulation and online public access functionalities.

Service Provider should provide Quality Assurance to be done for migration which will include test plan, execution and verification.

The training should give a general overview of the functionalities of the system and determine possible errors/bugs/deficiencies in the system as opposed to the old one.

1 month

9. The following requirements must be met by the Service Provider:

9.1. The Service Provider must be in the Library IT hardware, software, and solutionsbusiness for at least five (5) years.

9.2. The Service Provider must have a local presence in Asia and the Pacific to provide technical support and account management team which can be reached



via phone, email and in-person with expected customer standards in accordance with ADB's Service Level Agreement (SLA) and Support and Maintenance requirements.

10. The following software deliverables must be turned-over at agreed schedule:

10.1. The product/solution must be in existence for at least three (3) years.10.2. The product/solution must be hosted in a cloud environment.

11. The Service Provider shall provide professional services for the supply and delivery,implementation, installation and support, data migration, solution configuration andlocalization, project management support, and 24/7 troubleshooting services.

12. The Service Provider shall provide deployment and implementation services for the ILSsolution. Onsite and remote Subject Matter Expert (SME) shall be made available tooversee the deployment and provide consulting services.

13. The Service Provider shall perform the following to replace the current ILS used by ADBLibrary.13.1. setting up of cloud environment13.2. system installation13.3. configuration and localization13.4. local and global parameter settings13.5. bibliographic records extraction/migration13.6 authority records extraction/migration13.7. patron records extraction/migration13.8. circulation records and history13.9. item/holdings record extraction/migration13.10. testing and validation of migrated data13.11. configuration of Online Public Access Catalog13.12. training of staff

14. The Service Provider shall submit the following documents:14.1. Project management plan and implementation timetable14.2. System functionality and non-functionality document14.3. Components, Functionality and Security Test Plan14.4. System Migration Plan14.5. User Acceptance Plan14.6 Networking and Configuration Document



15. The Service Provider shall conduct demo and provide trial access of an existinginstallation of the proposed system.

E. Out-of-scope Services

16. In relation to data migration, the activities of the Service Provider does not include thefollowing:

16.1. Library database clean-up for duplicate records16.2. MARC Records validation

II. Assumptions

17. The Service Provider is expected to provide within the required timeframe, prescribedprogress/implementation reports and system documentations.

18. The Service Provider is expected to have a succession plan in place in case of teammember’s resignation or termination, to ensure that the project timeline (Section 22) is not affected.

III. Roles and Responsibilities

19. Below are the roles and responsibilities as part of executing and assessing thereplacement of the ILS:

Role Responsibilities Service Provider and Team Members

• Execute activities to replace the ADB Library ILS• Prepare and submit to Office of Administrative

Services (OAS) supervisor reports, documentsand/or working papers related to the execution ofspecified activities

• Escalate to OAS Supervisor problems encounteredor exceptions noted during execution of plannedactivities

Office of Information and Systems Technology (OIST) Supervisor and Team Members

• Coordinate the setup of cloud hosting and assess itsimplications on ADB’s current IT infrastructure(network and other systems)

• Manage cost of acquisition, including annualmaintenance cost (administrative support)

OAS Supervisor and Team Members

• Accountable for the review and assessment ofimplemented project and delivered solution

• Responsible for testing and validating migrated data• Performs overall project assessment• Decides on acceptability of deliverables• Provide User Interface requirements



IV. Service Level Agreements

20. The Service Provider is expected to meet the following service levels, which representADB’s minimum business requirements.

Service Level General a. The Manager from the Service Provider must respond within the next business day to all

issues and concerns raised by ADB.b. The Service Provider must complete the contract engagement period, unless pre-

terminated by ADB on specified grounds.Cloud Server Configuration/Set-up a. The cloud environment should be properly set-up/configured based on ADB’s requirements

before data migration phase.b. All functional modules should be working during this stage.c. User interface configuration should be in place during this stage.d. Data security should be setup and properly implemented.e. The Provider should clearly state that data ownership remains with ADB.f. Back-up system/plan in case of system downtime should be in place, including uptime

stats, and disaster recovery plan.Data Migration Phase a. All Library data including transactional history should be migrated correctly into the cloud

server.b. All functionalities necessary for data processing and access should be workingc. The ADB Library should be able to report any inconsistency with the migrated data to the

bidder 24 hours a day, 7 days week during the data migration phase.d. The Service Provider is required to respond, assess, and send offsite support within two (2)

hours after ADB’s notification of any system faults and outages.Review and Usability Testing a. All functional requirements of the system should be in place and working during the review

and usability testing stage.b. The ADB Library should be able to report and escalate system faults and outages to the

bidder through its Customer Service Hotline or Online Ticketing System 24 hours a day, 7days a week.

c. The provider is required to respond, assess, and provide offsite support through email ortelephone call to resolve the system issue/outages within 2 (hours) after ADB’s notificationof any system faults and outages.

21. The actual SLA which will include performance parameters, monitoring, schedule ofremediation of outages and associated penalties and problem-resolution procedures among others, will be finalized based on the defined SLA in Section 20 with the selected Service Provider.

22. The Service Provider is also expected to prepare and submit the following reports inthree phases:



Reports & Project Documentations

a. First phase completion report - pre-migration which will include tasks such asinstallation/configuration of cloud server, setup/configuration of system, and localparameters setting.

b. Second phase completion report - data processing phase which will include data extractionfrom the ADB server and data migration to the new cloud server.

c. Third and final phase completion report - system functionality testing and evaluation, stafftraining, and roll out.

V. Terms and conditions

A. Place of Performance

Information Resources and Services Unit, OAIS Office of Administrative Services Asian Development Bank 6 ADB Avenue, Mandaluyong City 1550 Metro Manila, Philippines +632 632 4444

B. Period of Performance

23. Contract Duration: Initial contract term is three (3) years, subject to annual payment.ADB at its discretion may opt to extend the initial contract term to five (5) years.

24. Timeline

Implementation – 6 months upon execution of Contract

C. Performance Standards

25. The Service Provider is expected to meet the minimum requirements set by ADB whenselecting firms.

Organizational Capacity a. At least ten (5) years of operation in providing Library IT-related services.b. Has designated Sales Manager and/or Account Manager who will be the single point of

contact for ADB related matters and provide continued after-sales report.c. Has an existing documented staff development or training programs for personnel that are

deployed to client organizations.



d. Has a representative office in Asia and the Pacific.Technical Competence

a. Excluding ADB engagement, has a proof of at least one (1) other current contract for theprovision of Library Services Platform in the Philippines or other Asian countries.

b. Has an active workforce of at least 50 personnel, with skills relevant to the servicerequirements of ADB.

c. Must indicate which area/s of expertise they can provide services in and the current numberof personnel they have in said area/s.

D. Pricing Mechanism

26. Applicable fees will be computed as follows:

26.1 Total Applicable fees for Annual Subscription/License Fee for all modules to beinstalled (acquisitions, cataloging, circulation, serials control, statistical reporting, online public access catalog and inventory control)

26.2 Implementation services fees to be paid based on the following schedule: Milestones % Payment

1 Signing of Contract 20% 2 Initiation Phase – Cloud server setup/configuration 20% 3 Implementation Phase – Data Migration, Functionality Testing 30% 4 Post-Implementation Phase – Review and Usability Testing,

Staff Training 20%

5 Production Phase 10% Total 100%

Appendix 2 TECHNICAL BID FORM


________________________ (Date)

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

We, the undersigned, declare that:

(a) We have examined and have no reservations to the Bidding Documents; (b) We have examined and have no reservations to the General Conditions of Contract; (c) We understand and agree to be bound by ADB’s Anticorruption and Integrity Policy; (d) We offer to provide the Services in conformity with the Bidding Documents; (e) Our Proposal shall be valid for a period of ninety (90) days from the date fixed for the submission

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

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

(g) If our Bid is accepted, we commit to obtain a Performance Bond in the amount of one hundred percent (100%) of the Contract Price for the due performance of the Contract;

(h) We are not participating, as Bidders, in more than one Bid in this bidding process in accordance with the Bid Document;

(i) 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;

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

(k) We understand that you are not bound to accept the lowest bid or any other bid that you may receive.

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)

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APPENDIX 3TECHNICAL BID RESPONSE TEMPLATEPROVISION OF ADB INTEGRATED LIBRARY SYSTEM

PART 1. MANDATORY CRITERIA

PART 2. GENERAL CRITERIA

Criteria

Response should be a "Yes" or "No". A blank response will be deemed as "Fail" and non-compliant to the

requirement.

Supporting Statement / Document

Bidder may attach documents and/or its proposal to support its response.

REQUIRED SOFTWARE COMPONENTS1 Solution should be web-based and multi-platform, provided as Software-as-a-Service

(SaaS), with cloud hosting for all Library records (bibliographic, authority, patron, holdings, etc.)

2 Compliance with International Standards for Bibliographic Data (ISBD) including MARC21 format, based on ISO-2709 standard for exchange of records in electronic format; Resource Description and Access (RDA)-ready.

3 Have all the applications and modules employed by Virtua (acquisitions, cataloging, circulation, serials control, statistical reporting, and online public access catalog) with additional modules for inventory control (including RFID compatibility)

CriteriaResponse should be a "Yes" or "No". A

blank response will be deemed as "No".

Supporting Statement / Document

Bidder may attach documents and/or its proposal to support its response.

A ADDITIONAL SOFTWARE COMPONENTSA.1 Be able to import transaction history of bibliographic, item and patron records of Virtua

A.2 Provide mobile applications/interface (reservation, search, current awareness services, alerts, etc.) available in popular platforms (Android or IOS)

A.3 Have web 2.0 features (e.g., user reviews/feedback, sharing thru social media, RSS feeds)

A.4 Be able to utilize current web technologies (JQuery, HTML5, Web services)A.5 Have applications intended for self-service transactionsA.6 Support discovery services or web crawlers, such as GoogleA.7 Have facility to allow file attachments (e.g. ebooks) and provide full-text search capability

A.8 Has adequate security certification such as SOC1,2,3 and ISO 27001A.9 Be able to connect with third party databases and systems through Z39.50 protocolA.10 Can be crawled by IBM Watsons Analytics Search EngineA.11 Can accept data from ADB's Human Resources Database in either of the following file

formats - XML, CSV, Text or ExcelA.12 Be able to use SAML for SSO to Active DirectoryA.13 Compatible with ADB Library's barcoding system

B CLOUD SERVER AND DATA SECURITY REQUIREMENTSB.1 Support for active-active fault toleranceB.2 Automatic fail-over database componentsB.3 Stand-by servers in case of server failuresB.4 24x7 service center hub that provides first-line support for any system down eventB.5 Multiple layers of real-time monitoring including servers, storage, networking and all

other devicesB.6 OS level monitoring, application level logs, application performance, internet

performance and securityB.7 SSL data encryption to prevent unauthorized accessB.8 Data ownership should remain with ADBB.9 Well-developed processes to safeguard library patrons' dataB.10 Secured authentication architecture

C COMPETENCY REQUIREMENTSC.1 Organizational Capacity C.1.1 Must have at least five (5) years of operation in providing Library IT-related services

C.1.2 Has designated Sales Manager and/or Account Manager who will be the single point of contact for ADB related matters and provide continued after-sales report.

C.1.3 Has an existing documented staff development or training programs for personnel that are deployed to client organizations.

C.1.4 Has a representative office in Asia and the Pacific.

C.2 Technical Competence C.2.1 Excluding ADB engagement, has a proof of at least one (1) other current contract for the

provision of Library Services Platform in the Philippines or other Asian countries.

C.2.2 Has an active workforce of at least 50 personnel, with skills relevant to the service requirements of ADB. Must indicate which area/s of expertise they can provide services in and the current number of personnel they have in said area/s.

PART 2. GENERAL CATEGORY /CRITERIA

PART 1. MANDATORY CRITERIASELECTION CRITERIA

Bidders must fill out Part 1 - Mandatory Criteria first. A blank response will be deemed as "Fail" response and non-compliant to the requirement. Only the Bidders who will pass ALL the set criteria in this section will be evaluated in Part 2. Bidders who will receive a failing mark in any of the items under Part 1 will be disqualified.

Bidders must garner at least 60% of the total points assigned under each category in order to be considered in the Financial Bid Evaluation.

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SELECTION CRITERIA C.2.3 Have one (1) successful implementation of a cloud-based Library solutions in Asia and the

Pacific. The vendor should submit site for the Online Public Access Catalog that use the Library System. A demo/access to the technical client will be conducted/provided to ADB Library for testing and evaluation purposes.

C.2.4 A demo/trial will be conducted/provided to ADB Library to validate technical feasibility of vendor's solution.

D IMPLEMENTATION REQUIREMENTSD.1 Delivery Requirements - Vendor is agreeable to a phased approach and delivery of

required products and services, to be completed within six (6) months from execution of contractPhase 1 – Pre-migration, 1 month from execution of contractPhase 2 – Data migration, 3 months after the end of Phase 1Phase 3 – Implementation, 1 month after end of Phase 2

D.2 Suggested Approach - The vendor should provide recommendations and design optimizations that vary from the baseline ADB requirements. Metrics should be included detailing the potential benefits realized should ADB accept the recommended approach.

E WARRANTY, SUPPORT AND TRAINING REQUIREMENTSE.1 One time training should be provided by the vendor to ADB Library Staff to ensure

optimal use of the Acquisition, Cataloging, Serial Management, Circulation, Inventory, and Online Public Access Catalog modules of the Library System.

E.2 Helpdesk and Support - A 24x7x4 availability for helpdesk and off-site technical support is required

Submitted by:(Name and Signature of Authorized Officer)

(Designation of Authorized Officer)

(Name of Applicant/Company)

(Business Address)

(Telephone Number / Facsimile Number)

(Email Address)

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APPENDIX 4TECHNICAL BID CRITERIAPROVISION OF ADB INTEGRATED LIBRARY SYSTEM

INSTRUCTIONS:

PART 1. MANDATORY CRITERIA

PART 2. GENERAL CRITERIA

Minimum Score to be considered for Financial Bid EvaluationADDITIONAL SOFTWARE COMPONENTS 16CLOUD SERVER AND DATA SECURITY REQUIREMENTS 12COMPETENCY REQUIREMENTS 14IMPLEMENTATION REQUIREMENTS 6WARRANTY, SUPPORT AND TRAINING REQUIREMENTS 6

Total Minimum Score 54

CriteriaREQUIRED SOFTWARE COMPONENTS

1 Solution should be web-based and multi-platform, provided as Software-as-a-Service (SaaS), with cloud hosting for all Library records (bibliographic, authority, patron, holdings, etc.)

Pass / Fail

2 Compliance with International Standards for Bibliographic Data (ISBD) including MARC21 format, based on ISO-2709 standard for exchange of records in electronic format; Resource Description and Access (RDA)-ready.

Pass / Fail

3 Have all the applications and modules employed by Virtua (acquisitions, cataloging, circulation, serials control, statistical reporting, and online public access catalog) with additional modules for inventory control (including RFID compatibility)

Pass / Fail

CriteriaA ADDITIONAL SOFTWARE COMPONENTS Perfect Score - 26

A.1 Be able to import transaction history of bibliographic, item and patron records of Virtua

A.2 Provide mobile applications/interface (reservation, search, current awareness services, alerts, etc.) available in popular platforms (Android or IOS)

A.3 Have web 2.0 features (e.g., user reviews/feedback, sharing thru social media, RSS feeds)A.4 Be able to utilize current web technologies (JQuery, HTML5, Web services)A.5 Have applications intended for self-service transactionsA.6 Support discovery services or web crawlers, such as GoogleA.7 Have facility to allow file attachments (e.g. ebooks) and provide full-text search capabilityA.8 Has adequate security certification such as SOC1,2,3 and ISO 27001A.9 Be able to connect with third party databases and systems through Z39.50 protocolA.10 Can be crawled by IBM Watsons Analytics Search EngineA.11 Can accept data from ADB's Human Resources Database in either of the following file formats - XML,

CSV, Text or ExcelA.12 Be able to use SAML for SSO to Active DirectoryA.13 Compatible with ADB Library's barcoding system

Sub-totalB CLOUD SERVER AND DATA SECURITY REQUIREMENTS Perfect Score - 20

B.1 Support for active-active fault tolerance

B.2 Automatic fail-over database componentsB.3 Stand-by servers in case of server failuresB.4 24x7 service center hub that provides first-line support for any system down eventB.5 Multiple layers of real-time monitoring including servers, storage, networking and all other devicesB.6 OS level monitoring, application level logs, application performance, internet performance and

securityB.7 SSL data encryption to prevent unauthorized accessB.8 Data ownership should remain with ADBB.9 Well-developed processes to safeguard library patrons' dataB.10 Secured authentication architecture

Sub-totalC COMPETENCY REQUIREMENTS Perfect Score - 24

C.1 Organizational Capacity

C.1.1 Must have at least five (5) years of operation in providing Library IT-related services C.1.2 Has designated Sales Manager and/or Account Manager who will be the single point of contact for

ADB related matters and provide continued after-sales report.

C.1.3 Has an existing documented staff development or training programs for personnel that are deployed to client organizations.

C.1.4 Has a representative office in Asia and the Pacific.

C.2 Technical Competence C.2.1 Excluding ADB engagement, has a proof of at least one (1) other current contract for the provision of

Library Services Platform in the Philippines or other Asian countries.

C.2.2 Has an active workforce of at least 50 personnel, with skills relevant to the service requirements of ADB. Must indicate which area/s of expertise they can provide services in and the current number of personnel they have in said area/s.

PART 2. GENERAL CATEGORY /CRITERIA

PART 1. MANDATORY CRITERIASELECTION CRITERIA

Bidders must fill out Part 1 - Mandatory Criteria first. A blank response will be deemed as "Fail" response and non-compliant to the requirement. Only the Bidders who will pass ALL the set criteria in this section will be evaluated in Part 2. Bidders who will receive a failing mark in any of the items under Part 1 will be disqualified.

Bidders must garner at least 60% of the total points assigned under each criteria in order to be considered in the Financial Bid Evaluation.

Perfect score is 20 points, with each line assigned with a score ranging from "0" to "2".



of 2

SELECTION CRITERIA C.2.3 Have one (1) successful implementation of a cloud-based Library solutions in Asia and the Pacific. The

vendor should submit site for the Online Public Access Catalog that use the Library System. A demo/access to the technical client will be conducted/provided to ADB Library for testing and evaluation purposes.

C.2.4 A demo/trial will be conducted/provided to ADB Library to validate technical feasibility of vendor's solution.Sub-total

D IMPLEMENTATION REQUIREMENTS Perfect Score - 10D.1 Delivery Requirements - Vendor is agreeable to a phased approach and delivery of required products

and services, to be completed within six (6) months from execution of contractPhase 1 – Pre-migration, 1 month from execution of contractPhase 2 – Data migration, 3 months after the end of Phase 1Phase 3 – Implementation, 1 month after end of Phase 2


D.2 Suggested Approach - The vendor should provide recommendations and design optimizations that vary from the baseline ADB requirements. Metrics should be included detailing the potential benefits realized should ADB accept the recommended approach.Sub-total

E WARRANTY, SUPPORT AND TRAINING REQUIREMENTS Perfect Score - 10E.1 One time training should be provided by the vendor to ADB Library Staff to ensure optimal use of the

Acquisition, Cataloging, Serial Management, Circulation, Inventory, and Online Public Access Catalog modules of the Library System.

E.2 Helpdesk and Support - A 24x7x4 availability for helpdesk and off-site technical support is required

Sub-totalTOTAL POINTS 90


Appendix 5

Page 1 of 2

FINANCIAL BID FORM

PROVISION OF INTEGRATED LIBRARY SYSTEM

_____________________ (Date)

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

Gentlemen and/or Ladies:

1. Having examined the Bidding Documents for the above project, I/We, the undersigned,bid to execute and complete the Goods and Services as described in and in conformitywith the said Bidding Documents at the following Prices:

DESCRIPTION PRICE A. Subscription / License Fee (for five-year period)

Year 1 Fee Year 2 Fee Year 3 Fee

Total Subscription / License Fee (for three-year period) Year 4 Fee Year 5 Fee

Total Subscription / License Fee (for five-year period) B. Professional Services C. Training (on-site) D. Support and Maintenance (after “Go-Live”)

Total Quoted Price (for three-year period) Total Quoted Price (for five-year period)

2. I/We undertake, if my/our Bid is accepted, to commence the Provision of ADBIntegrated Library System by ________________, in accordance with the Contract.

3. If my/our Bid is accepted, I/we undertake within 15 calendar days from the date wereceive the Letter of Acceptance of Bid to deposit with you a guarantee of a bank byway of a Performance Bond in the form attached to the Contract in the sum of____________________________ (100% of Contract price) (_____) as security forthe due and faithful performance of my/our obligations under the Contract. Thisguarantee shall be valid for not less than 30 days after the expiry of the Contract, oruntil you take it over in accordance with the Contract.

Appendix 5

Page 2 of 2

4. I/We agree to abide by this Bid for the period of ninety (90) calendar days from thefinal date fixed for receiving the same, and it shall remain binding upon myself/us andmay be accepted at any time before the expiration of that period.

5. If my/our Bid is accepted, I/we confirm that the rates submitted by myself/us in my/ourBid will be fixed and binding upon myself/us for the whole duration of the Contract inaccordance with the said Conditions.

6. Unless and until a formal Contract is prepared and executed, together with your writtenacceptance thereof, shall constitute a binding Contract between myself/us.

7. I/We understand that you are not bound to accept this Bid or any other Bid, which youmay receive.

8. Commissions or gratuities, if any, paid or to be paid by myself/us to agents relating tothis Bid, and to Contract execution if we are awarded the Contract, are listed below:

Name and Address of Agent

Amount and Currency

Purpose of Commission or Gratuities

______________ ______________

______________ ______________

______________ ______________

(if none, state “none”)

Sincerely,

__________________________________________ (Name and Signature of Authorized Officer)

______________________________________________ (Designation of Authorized Officer)

______________________________________________ (Name of Bidder/Company)

______________________________________________ (Business Address)

______________________________________________ (Telephone Number/Facsimile Number)

Appendix 6

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 bidding for the Provision of ADB Integrated Library System, 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. _____; SEAL AND SIGNATURE Book No. _____; NOTARY PUBLIC Series of ______.

Appendix 7

BID SECURING DECLARATION FORM


_______________________ (Date)

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

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

1. That we are submitting a quotation for the Provision of ADB Integrated Library System;

2. That we shall not withdraw or modify our Bid after the closing time for submission of bidsand before the end of the period of validity of Bid;

3. That we shall not influence ADB in its evaluation, comparison or Contract awarddecisions;

4. That within the stipulated number of days from the date ADB notifies us that we are thesuccessful bidder, we shall submit a Performance Bond in favor of ADB as indicated inthe Letter of Acceptance of Bid (see Appendix 9); and

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

Sincerely, _____________________________________ (Name and Signature of Authorized Officer)

_________________________________________________ (Designation of Authorized Officer)

_________________________________________________ (Name of Bidder/Company)

_____________________________________ (Business Address)

Appendix 8

Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this Instructions To Bidders.


FORM VI Financial Data

A copy of the joint venture agreement must be attached to Form VI. 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

Total value of annual sales turnover, in terms of items/work billed to clients, in US$ equivalent, converted at the rate of exchange at the end of the period reported.

Annual Turnover Data for the Last Three Years (US$ Equivalent)

Partner Year 1 Year 2 Year 3

1. Lead Partner

2. Partner

3. Partner

4. Partner

5. Partner

6. Partner

Totals

Appendix 9

Date: _____________

_____________________ _____________________ _____________________ _____________________

Attention: _________________________

Sirs:

Subject: Letter of Acceptance Provision of ADB Integrated Library System — Contract No. ADB/OAS-2016/XXX

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 Bid dated _____________ in accordance with the terms, provisions and stipulations contained in the documents collectively referred to as the “Bidding Documents”.

The commencement date of this Contract shall be on _______________. A pre-mobilization meeting will be scheduled by (user section) before the commencement date of this Contract.

Two sets of Contract Documents are attached for your signature.

Very truly yours,

Principal Director Office of Administrative Services

Appendix 10

FORM OF PERFORMANCE BOND

(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 No. ADB/OAS-2016/___) for the Provision of ADB Integrated Library System at ADB Headquarters Building, Mandaluyong City, Philippines (hereinafter called the “Contract”);

WHEREAS, the Contract provides that the Contractor shall furnish you with a Performance Bond 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 Bond in your favor;

NOW THEREFORE we, {bank’s company’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 ______: (100% of Total Contract Price for Performance Bond) ( ), 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 Security/Guarantee is effective from _____________ to 90 days after the expiration date of the Contract (as stated in accordance with Paragraph 12 of the General Conditions of Contract). This Security/Guarantee 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 ______: (100% of Total Contract Price for Performance Bond) ( ) 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 Security/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 ________________ 2016.

Signature and Seal of the Guarantor Name of Bank or Surety Company Address

Appendix 11

1

Contract No. ADB/OAS-2016/___ Provision of ADB Integrated Library System

THIS CONTRACT (hereinafter "Contract") made on the ___ day of _______ 2016 between the ASIAN DEVELOPMENT BANK of 6 ADB Avenue, Mandaluyong City, Metro Manila, Philippines (hereinafter " ADB "), of the one part, and ________________________ of __________________________ (hereinafter " Contractor"), of the other part:

WHEREAS ADB desires that the Provision of Services known as “Provision of ADB Integrated Library System” shall be executed by the Contractor and has accepted the Bid by the Contractor for the execution and completion of the provision of Services and the remedying of any defects therein,

ADB and the Contractor agree as follows:

1. In this Contract words and expressions shall have the same meanings as arerespectively assigned to them in the Contract documents referred to in the General Conditions of Contract indicated in Paragraph 2 below.

2. The following documents shall be deemed to form and be read and construed as part ofthis Contract.

(a) Letter of Acceptance of Bid - Appendix 1 (b) Letter of Technical Bid - Appendix 2 (c) Letter of Financial Bid - Appendix 3 (d) Special Conditions of Contract - Appendix 4 (e) General Conditions of Contract - Appendix 5 (f) Statement of Work - Appendix 6 (g) Technical Bid Proposal/Response Template - Appendix 7 (h) Safety and Security Procedures for - Appendix 8

Contractor’s Personnel in the Premises of the Headquarters of the Asian Development Bank

(i) Prevention of Harassment - Appendix 9

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.

3. In consideration of the payments to be made by ADB to the Contractor as indicated inthis 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.

4. ADB hereby covenants to pay the Contractor in consideration of the execution andcompletion 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.

Appendix 11

2

Signed by _______________________ Signed by _________________________

for and on behalf of ADB: for and on behalf the Contractor:

Principal Director _________________________________ Office of Administrative Services Date of signing: ___________________ Date of signing: ____________________

in the presence of: in the presence of:

________________________________ ________________________________ ________________________________ ________________________________ ________________________________ ________________________________ ________________________________ ________________________________ Date of signing: ___________________ Date of signing: ___________________

Appendix 12

GCC FOR SERVICES (HIGH VALUE) VER. MAY 2015 PAGE 1 OF 25

General Conditions of Contract Provision of ADB Integrated Library System

(Contract No. ADB/OAS-2016/__)

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

1. Definitions ................................................................................................................................ 3

2. Scope of Contract .................................................................................................................... 5

3. Performance and Delivery ....................................................................................................... 6

4. Evaluation, Acceptance or Rejection ....................................................................................... 7

5. Price and Payment .................................................................................................................. 7

6. Indemnification for Infringement of Third Party Rights .............................................................. 9

7. Limitation of Liability ................................................................................................................ 9

8. Security and Insurance ............................................................................................................ 9

9. Warranties and Representations ........................................................................................... 11

10. Contractor’s Undertakings ................................................................................................... 13

11. Use of ADB Property ........................................................................................................... 16

12. Use of Contract Documents and Information; Publicity ........................................................ 16

13. Conflict of Interest ............................................................................................................... 17

14. Integrity Violations ............................................................................................................... 17

15. Inspections and Audits ........................................................................................................ 18

16. Assignment and Subcontracting .......................................................................................... 18

17. Transition ............................................................................................................................ 19

18. Contract Amendment .......................................................................................................... 19

19. Settlement of Disputes ........................................................................................................ 19

20. Termination ......................................................................................................................... 20

21. Force Majeure ..................................................................................................................... 22

22. Authorized Representative .................................................................................................. 22

23. Notices and Communication ................................................................................................ 23

24. Special Character, Privileges and Immunities of ADB ......................................................... 23

25. Governing Law and Language............................................................................................. 23

26. Waiver ................................................................................................................................. 24

Appendix 12


27. Counterpart ......................................................................................................................... 24

28. Entirety and Separability...................................................................................................... 24

29. Survival of Provisions .......................................................................................................... 24

Appendix 12


1. Definitions

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

(b) “ADB” refers to the Asian Development Bank, the organization purchasing the Services and Related Goods.

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

(d) "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.

(e) “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.

(f) “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.

(g) “Collusive practice” is an arrangement between two or more parties designed to achieve an improper purpose, including influencing improperly the actions of another party.

(h) “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.

(i) "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.

(j) "Contract Documents" consists of the Contract and all attachments and appendices, including but not limited to, the Technical Specifications, Technical and Financial Bid 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.

(k) "Contract Price" means the price stated in the SCC payable to the CONTRACTOR for the full and proper performance of its contractual obligations.

(l) “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.

(m) "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.

http://www.adb.org/documents/agreement-establishing-asian-development-bank-adb-charter

http://www.adb.org/documents/agreement-establishing-asian-development-bank-adb-charter

Appendix 12


(n) “Corrupt practice” is the offering, giving, receiving, or soliciting, directly or indirectly, anything of value to influence improperly the actions of another party.

(o) "Day" means calendar day.

(p) "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.

(q) "Delay" means delivery beyond the Delivery Date or Dates specified in the Contract.

(r) “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.

(s) "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.

(t) "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.

(u) “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.

(v) "GCC" refers to the General Conditions of Contract.

(w) "Headquarters Agreement" refers to the Agreement Between ADB and the Republic of the Philippines Regarding the Headquarters of ADB, which can be found at http://www.adb.org/documents/headquarters-agreement.

(x) “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.

http://www.adb.org/documents/headquarters-agreement

Appendix 12


(y) “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.

(z) "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.

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

(bb) "OAOD-PC" refers to the Procurement and Contracting Unit in OAS.

(cc) "OAOD-PC/CA" refers to the Contracts Administration Sub-Unit in OAOD-PC.

(dd) "OAOD-SBG" refers to the Security, Business Continuity and Government Relations Unit of ADB.

(ee) "OAS" refers to the Office of Administrative Services of ADB.

(ff) “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.

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

(hh) “Project Site,” where applicable, means the place or places named in the SCC where the CONTRACTOR shall provide the Services.

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

(jj) "SCC" refers to the Special Conditions of Contract.

(kk) "Service Level Agreement" or "SLA" refers to terms agreed between the Parties to determine satisfactory performance under the Contract.

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

(mm) "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 theSCC. 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.

http://www.adb.org/about/members

Appendix 12


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 Goodsmust 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 (3) 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.

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

3.6 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.

3.7 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.

http://www.adb.org/documents/environment-policy-asian-development-bank

http://www.adb.org/documents/safeguard-policy-statement

http://www.adb.org/documents/safeguard-policy-statement

Appendix 12


3.8 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.

3.9 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.

3.10 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 agreedperformance 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

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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.

(a) 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.

(b) 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.

(c) The CONTRACTOR shall submit such documents supporting the CONTRACTOR’s invoice, as ADB may reasonably require.

(d) 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.

(e) 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.

(f) 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

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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.

(g) 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 nameda defendant or co-defendant, including but not limited to, actual or alleged infringement ofany patent, trademark, copyright, or trade secret, resulting from ADB’s use of the Servicesor Related Goods acquired hereunder. The CONTRACTOR also agrees to pay for anycosts of such defense, including legal fees; and further agrees to pay and discharge anyjudgments, awards or decrees which may be rendered in any suit, action, or proceedingagainst ADB for alleged infringement.

7. Limitation of Liability

Except in cases of gross negligence or willful misconduct:

(a) 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

(b) 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

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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 OAOD-PC/CA, 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:

(a) 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

(b) 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:

(a) Cashier’s check, manager’s check, or bank draft;

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

(c) Sovereign guarantee in the amount of one hundred percent (100%) of the Contract Price; or

(d) 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:

(a) The CONTRACTOR, in violation of or contrary to its warranties under the Contract, does not have the required license, permit, power and/or

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authority to enter into and fully perform its obligations under the Contract;

(b) 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

(c) 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:

(a) 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.

(b) 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 theCONTRACTOR 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.

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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; (b) fit and sufficient for the purposes intended; 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.

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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:

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

(b) 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;

(c) the CONTRACTOR is dissolved; applies for insolvency or bankruptcy; or otherwise admits in writing its inability to pay its outstanding obligations;

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

(e) the CONTRACTOR’s financial condition becomes significantly unstable and threatens to jeopardize the CONTRACTOR’s ability to perform its obligations under the Contract;

(f) the CONTRACTOR loses any license or authorization required to perform its obligations under the Contract; or

(g) 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

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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 OAOD-PC/CA 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).

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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:

(a) 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.

(b) Damage or Disruption. Deliberately or through culpable negligence disrupting ADB operations, and/or otherwise causing damage to or destroying ADB’s property.

(c) Drunkenness/Alcoholism. Consuming intoxicating beverages on ADB Premises or reporting for work under the influence of alcohol.

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

(e) Gambling. Gambling in any form while on ADB premises.

(f) 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.

(g) 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.

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11. Use of ADB Property

11.1 Machines, equipment, and other items that ADB issues to the CONTRACTOR, asindicated 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:

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

(b) The CONTRACTOR shall be responsible for proper care and maintenance of the machines and equipment;

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

(d) 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 informationfurnished 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.

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12.3 The obligation of a Party under Clauses 12.1 and 12.2 above, however, shall not apply to information that:

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

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

(c) 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 theIntegrity 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.

http://www.adb.org/documents/anticorruption-policy?ref=site/integrity/publications

http://www.adb.org/documents/anticorruption-policy?ref=site/integrity/publications

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

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

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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:

(a) 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.

(b) 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.

(c) 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 orobligations 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.

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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 asmay 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:

(a) The CONTRACTOR shall submit a business continuation or transition plan, which it shall implement after approval by ADB;

(b) 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;

(c) 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 ofthis Contract shall be valid unless in writing and signed by the Parties’ Authorized Representatives.

18.2 The CONTRACTOR may submit to OAOD-PC/CA, 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 mutualconsultation 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 OAOD-PC/CA, 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

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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 partat any time if ADB determines, in its sole and absolute discretion that a termination is in its best interests. ADB shall effect 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:

(a) 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;

(b) 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

(c) 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:

(a) The CONTRACTOR undertakes legal proceedings to dissolve or wind up its business, or be declared bankrupt and/or insolvent;

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

Appendix 12


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

(c) 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:

(a) the CONTRACTOR merges with, acquires, or transfers all or substantially all its assets to another entity;

(b) 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

(c) 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:

(a) Integrity Violations as defined herein;

(b) Using adulterated materials, and/or corrupt means or methods; or using production methods contrary to the rules of science or trade;

(c) Any of the offenses enumerated in Clause 10.13 above; or

(d) 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.

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20.7 Procedures for Termination.

20.7.1 Upon finding ground(s) for termination, OAOD-PC/CA shall issue a written notice to the CONTRACTOR stating:

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

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

(c) Special instructions of ADB, if there are any; and

(d) Effective date of termination.

20.7.2 The CONTRACTOR may immediately submit an answer to OAOD-PC/CA 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 anytime 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

Appendix 12


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.

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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

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:

(a) Clause 6: Indemnification for Infringement of Third Party Rights

(b) Clause 7: Limitation of Liability

(c) Clauses 9.8, 9.9, 9.10, and 9.11: Warranties and Representations

(d) Clause 10.4: Contractor’s Undertakings

(e) Clause 11: Use of ADB Property

(f) Clause 12: Use of Contract Documents and Information; Publicity

(g) Clause 13.2: Conflict of Interest

(h) Clause 14: Integrity Violations

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(i) Clause 15: Inspections and Audits

(j) Clause 19: Settlement of Disputes

(k) Clause 24: Special Character, Privileges and Immunities of ADB

(l) Clause 25: Governing Law and Language

Appendix 13

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ADB - SPECIAL CONDITIONS OF CONTRACT (Contract No. ADB/OAS-2016/__)

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 GCC Clause

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

1 (i) Contract Title: Provision of ADB Integrated Library System

1 (l) The CONTRACTOR is:

1 (hh) Project Site:

1 (mm) User Unit: Office of Information Systems and Technology

2.1 The CONTRACTOR shall deliver/perform the Service and Related Goods according to Appendix 5 of Contract: Statement of Work.

Performance Standards: The CONTRACTOR shall render the Services according to: Appendix 5 of Contract: Statement of Work

2.2 Not applicable

2.3 Not applicable

3.1 Initial contract term is three (3) years, subject to annual payment and CONTRACTOR’s satisfactory performance, which will be reviewed annually. ADB at its discretion may opt to extend the initial Contract term to five (5) years. The Starting Date for the commencement of Services is ___________ .

The Intended Completion Date is ______________ .

3.5 The liquidated damages rate is equivalent to one-tenth of one percent (0.1%) of the Contract value for each day of delay in delivery of service indicated in Appendix 5 of Contract: Statement of Work, subject to a maximum amount of ten percent (10%) of the Contract value.

3.9 The actual Service Level Agreement (SLA) which will include performance parameters, monitoring, schedule of remediation of outages and associated penalties and problem-resolution procedures among others, will be finalized based on the defined SLA in Section 20 of Appendix 5 of Contract: Statement of Work with the CONTRACTOR.

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5.1 The Contract Price is indicated in Appendix 3 of Contract: Letter of Financial Bid.

5.2 Implementation services fees to be paid based on the following schedule:

Milestones % Payment

Signing of Contract 20% Initiation Phase – Cloud server setup/configuration 20% Implementation Phase – Data Migration, Functionality Testing 30% Post-Implementation Phase – Review and Usability Testing, Staff Training

20%

Production Phase 10% Total 100%

5.4 Payment shall be made within 30 calendar days from the date of receipt of covering invoice in a form satisfactory to ADB.

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

8.2.1 The Performance Bond is 100% of the total price of the Contract amount.

8.2.4 The Performance Bond shall be submitted within fifteen (15) calendar days from the date the CONTRACTOR received ADB’s Contract.

8.2.5 ADB shall discharge the Performance Bond within 60 days from the date of the Contract termination.

8.3.2 Not applicable

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 Prevention of Harassment (See Appendix 9 of Contract)

10.18 Not applicable

11.2(c) Not applicable

12.2 Not applicable

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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 (Appendix 1 of SCC)

14.6 Not applicable

16.2 Not applicable

17.1 Not applicable

19.3 Arbitration venue: Manila, Philippines

22.1 The Authorized Representatives are:

For ADB:

Contract-related concerns: Mr. Olivier J. Leonard, Unit Head, Procurement and Contracts Administration, Office of Administrative Services

Operation-related concerns: Mr. Medardo C. Abad Jr., Unit Head, Information Resources and Services

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: Mr. Olivier J. Leonard, Unit Head, Procurement and Contracts Administration, Office of Administrative Services

Telephone: +63 2 632 1916

Facsimile: +63 2 636 4444

Email : [email protected]

CONTRACTOR:

Attention:

Telephone:

Facsimile:

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Email:

25.1 Governing Law: Philippines

Appendix 1 of SCC ASIAN DEVELOPMENT BANK

CONFLICT OF INTEREST DISCLOSURE STATEMENT 1. Name of Company /Supplier: ______________________________________________________________________ 2. Name of Company/Supplier’s Representative/Employee submitting statement: ______________________________________________________________________ 3. Title or position in the Company: ______________________________________________________________________ 4. 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.

5. Description of Contract(s), Purchase(s) or Bid: ______________________________________________________________________ 6. Description of actual or potential conflict of interest* ____________________________________________________________________ _____________________________________________________________________

(Continue in additional sheets, as necessary.) 7. 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 Unit Head, Procurement and Contracts Administration, Office of Administrative Services (OAPC), within thirty (30) calendar days from such occurrence.

8. 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".

Appendix 14

LIST OF ADB MEMBER COUNTRIES As of 16 July 2012

1. Afghanistan2. Armenia3. Australia4. Austria5. Azerbaijan6. Bangladesh7. Belgium8. Bhutan9. Brunei Darussalam10. Cambodia11. Canada12. Cook Islands13. Denmark14. Fiji15. Finland16. France17. Georgia18. Germany19. Hong Kong, China20. India21. Indonesia22. Ireland23. Italy24. Japan25. Kazakhstan26. Kiribati27. Kyrgyz Republic28. Lao People’s Democratic Republic29. Luxembourg30. Malaysia31. Marshall Islands32. Micronesia, Federated States of33. Mongolia34. Myanmar

35. Nauru36. Nepal37. The Netherlands38. New Zealand39. Norway40. Pakistan41. Palau42. Papua New Guinea43. People’s Republic of China44. Philippines45. Republic of Korea46. Republic of Maldives47. Portugal48. Samoa49. Singapore50. Solomon Islands51. Spain52. Sri Lanka53. Sweden54. Switzerland55. Taipei, China56. Tajikistan57. Thailand58. Timor-Leste59. Tonga60. Turkey61. Turkmenistan62. Tuvalu63. United Kingdom64. United States65. Uzbekistan66. Vanuatu67. Viet Nam

Appendix 15

Page 1 of 5

Effective: 15 July 2011

SAFETY AND SECURITY PROCEDURES FOR CONTRACTOR’S PERSONNEL IN THE PREMISES OF THE HEADQUARTERS OF THE ASIAN DEVELOPMENT BANK

I. GENERAL

1. The following guidelines summarize important Safety and Security requirements for theprotection 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.

2. The Facilities and Asset Management Division-Security and Emergency Services Unit(OAFA-SE) 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.

II. ACCESS CONTROL

A. Access to ADB Premises

3. The control of access to the Headquarters premises is a major part of ADB’s securityprogram. Security personnel shall ensure that only those individuals who possess valid and appropriate ADB-issued ID cards are allowed access into ADB premises.

B. Personnel Identification

4. Contractors’ personnel commencing work at the ADB premises shall be issued acontractor’s ID card upon submission of the following:

(i) Information Sheet; (ii) Details and sketch of the ID applicant’s residence location; (iii) Undertaking Form by the employer; (iv) Current (within 6 months) National Bureau of Investigations (NBI) clearance; and (9) Photocopy of company ID.

The forms for the above requirements are available at OAFA-SE’s Pass and Key Control Office.

C. ID/Pass Control

5. The ID card must be worn on the shirt or dress lapel to ensure that it is clearly visible atall 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.

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D. After Office Hours Access

6. ADB’s office hours are 7:00 a.m. to 6:00 p.m., Mondays to Fridays. A complete list ofcontractor’s personnel who are scheduled to work after office hours, on weekends, and holidays shall be submitted to OAFA-SE to facilitate their access to their respective work areas and for emergency assistance monitoring. Contractor’s personnel who shall work after office hours should wear their ADB-issued IDs. They may also be required to have in their person their Contractor Monitoring Checklist General Permit to Work (“Permit to Work”) which they should be ready to present when requested by any security personnel on duty.

E. Prohibited Items

7. Firearms, bladed weapons, deadly weapons, replica weapons, explosives, items of anoffensive 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.

F. Vehicle Access

8. Thorough inspection of the contractor’s delivery vehicle, e.g., underchassis, enginehood, storage compartment and passenger cabin shall be undertaken before access is allowed. Yellow-plated vehicles (public utility) are not allowed to enter ADB premises.

III. MATERIALS CONTROL

G. Gate Pass

9. All contractors’ equipment (personal or company-owned) upon entry to ADB must becovered 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-Assets and Business Continuity Management Unit (OAFA-AB) on-line.

H. Movement of Furniture and Equipment

10. OAFA-AB prohibits the movement of ADB properties, particularly furniture from oneoffice to another without prior authorization. The movement of information technology equipment, such as computer hardware PERIPHERALS, without clearance from OAFA-AB and the Office of Information Systems and Technology (OIST) is also prohibited.

I. Deliveries of Contractors’ Equipment and Supplies

11. All deliveries of contractor’s equipment and supplies must be directed to main loadingdock for inspection, handling and issuance of proper receipt.

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IV. SAFETY

J. Emergency Assistance

12. ADB maintains a team of trained security service personnel to respond to emergencieswithin ADB, including fire, medical emergencies, and other types of safety and security incidents. Any person in need of safety or security assistance may dial (local) 5220 or 6333.

K. General Safety

13. It is the contractor’s responsibility to ensure that its personnel strictly observe ADB’ssafety 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 OAFA-SE.

14. Contractor’s personnel, including delivery crew members, are required to wearappropriate 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.

15. In case a forklift will be used during delivery, the Contractor shall provide a certificationvouching that its forklift operator is fit to handle such operation and authorizing him to undertake such task.

L. Hazardous Materials

16. All hazardous materials requested to be brought or used inside ADB premises must bedeclared 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 OAFA-SE. The security contractor shall carry out a detailed inspection of the material and ensure that safe handling procedures are followed.

M. Fire Safety

17. A Permit to Work shall be secured from the Senior Engineering Officer on Duty (SEO) ofthe 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. OAFA-SE, upon prior notification, shall deploy a firewatch to ensure that the work is performed safely.

18. If a fire is discovered, contractor’s personnel are expected to:

(i) Shout “Fire” and activate the nearest fire alarm;(ii) Call 5220 or 6333 and give the exact location and nature of the fire;(iii) Try to contain or extinguish the fire if it is safe to do so; if not, leave the area as

soon as possible; and (iv) Stay calm and help others requiring assistance.

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19. Prior to entry into confined spaces (voids, tanks, tunnels, vaults) a Permit to Work shallbe 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. OAFA-SE, upon proper notification, shall provide personnel equipped with self-contained breathing apparatus for standby rescue.

N. Evacuation in the Event of Fire or Other Major Emergencies

20. In the event of emergencies requiring evacuation, alarms shall be sounded andinstructions 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.

O. Earthquake

21. In the event of an earthquake, contractor’s personnel should take shelter initially, awayfrom 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.

P. Health and Fitness

22. The contractor is responsible for monitoring the physical and mental health condition ofits 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..

V. SMOKING

23. Contractor’s personnel shall comply with ADB’s Guidelines on the Use of CentralizedSmoking 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 Contracts Administration Unit (OAIS-CAU).

24. Contractor’s personnel shall also comply with other guidelines, rules and regulations onsmoking that may be issued by ADB to protect the health and well-being of all persons within ADB premises.

VI. COMMISSION OF CRIMINAL OFFENSE

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25. OAFA-SE shall have the authority to summon for an investigation any contractor’spersonnel 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.

Appendix 16

1

19 February 2013 Administrative Order No. 2.11

PREVENTION OF HARASSMENT

1. PURPOSE

This Administrative Order (AO) sets forth ADB's policies and procedures to prevent harassment. The objective of this AO is to ensure that all persons in ADB’s workplace enjoy an environment free from harassment. Proven harassment constitutes misconduct and may lead to disciplinary action as provided for in AO 2.04 (Disciplinary Measures and Procedures).

2. POLICY

ADB will not tolerate any action by any staff member that constitutes harassment. All ADB staff, particularly those with managerial or supervisory responsibilities, must take prompt action to deal with any incident of harassment. Any form of harassment is detrimental to staff morale and productivity and inimical to the interests of ADB. ADB will ensure that complaints regarding harassment are taken seriously and handled impartially; that action is taken promptly to ensure the harassment stops; and that staff making complaints and those acting as witnesses are not retaliated against.

3. SCOPE

3.1 This AO covers harassment as defined under section 4.1 below by Management, staff members, consultants who work for ADB, and the employees of ADB's contractors when in ADB’s workplace, and visitors to ADB’s workplace; it applies at Headquarters, Resident Missions and Representative Offices, and while representing ADB in the field or undertaking an activity sponsored by or associated with ADB. Conduct outside the workplace, including harassment, which is incompatible with Section 2 of the Staff Regulations, may also be subject to disciplinary action under AO 2.04.

3.2 Contractors, consultants and visitors, whose conduct is assessed by the Director General, Budget Personnel and Management Systems Department (BPMSD) or the Director, Human Resources Division (BPHR) to be harassing in nature, are to be asked to either stop such conduct or leave the ADB’s premises, or an activity or function hosted by ADB.

4. HARASSMENT DEFINED

4.1 Harassment is unwarranted or unwelcome behavior, verbal or physical, that interferes with work or creates an intimidating, hostile or offensive work environment. If a specific action by one person is seen as offensive or intimidating by another, that action might be viewed as harassment, whether intended or not. Harassment can take many different forms including intimidation, abuse of authority and sexual harassment.

4.2 Sexual harassment is conduct of a sexual nature which is unwanted by the recipient and which the perpetrator knew or should have known was offensive to the recipient. Sexual

Appendix 16

2

harassment is defined as any unwelcome sexual advance, request for sexual favors or other verbal or physical conduct of a sexual nature (i) which reasonably results in physical, sexual or psychological harm or suffering to another person in ADB’s workplace, including threats of such acts, coercion or physical restraint; (ii) which unreasonably interferes with work or work productivity; or (iii) which is made a condition of employment, promotion or other personnel action or creates an intimidating, hostile or offensive environment. Both men and women are to be protected from sexual harassment. Sexual harassment may occur between persons of opposite sexes or of the same sex. Sexual harassment linked with direct or implied threats or promises about career prospects is unacceptable and will be treated seriously.

4.3 The following forms of conduct, if unwelcome, may be considered sexual harassment:

(a) Physical conduct of a sexual nature which may range from unwanted touching, kissing, pinching, groping or patting to assault and coercing sexual intercourse;

(b) Verbal conduct of a sexual nature which may include unwelcome sexual advances, propositions or pressure for sexual activity, suggestions for social activity within or outside of the workplace, offensive flirtations, suggestive remarks, innuendoes or lewd comments or noises; and

(c) Non-verbal conduct of a sexual nature which may include, among other things, the display of pin-ups, sexually offensive pictures or other offensive materials, objects or written materials, leering, suggestive looks, whistling, and gestures which are sexually suggestive or rude.

4.4 General Considerations - Mildly offensive comments or behavior may not alone amount to harassment, but can be considered as harassment if they are repeated. Equally, a single incident can be so severe that it would adversely affect a staff member or the workplace and amount to harassment. It is a question of degree and perception.

4.5 Matters not generally regarded as harassment

4.5.1 There is a wide range of ambiguous behavior that might offend some people, but not necessarily others. Examples might include comments on clothing and compliments about improved appearance. These types of behavior would not normally be seen as harassment.

4.5.2 In the course of their work, supervisors have a responsibility to take difficult decisions, e.g. about moving people or changing work assignments. These decisions do not, in themselves, constitute harassment. A negative performance report, as such, is not harassment. Supervisors have a responsibility to give appropriate feedback and to take appropriate corrective action. However, such feedback should be made in a reasonable and constructive manner and should not be used as retaliation.

5. PREVENTING HARASSMENT

5.1 ADB is responsible for creating a work environment which is free of harassment. Every staff member has a responsibility to ensure that the policy of ADB is fully implemented. Management, Heads of Departments/Offices, directors and supervisors bear added responsibility in this process including (i) setting the highest exemplary standards of behavior and conduct for themselves; (ii) clearly communicating ADB's policy on harassment to all their

Appendix 16

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staff, including new staff; (iii) being responsive to and supportive of any person in ADB’s workplace who complains about harassment; (iv) encouraging a positive working environment of dignity and mutual respect, and in which any form of harassment is not tolerated; and (v) ensuring that any incident of unacceptable behavior or conduct, including intimidation and hostility, is promptly dealt with and appropriate corrective action taken. As soon as an incident is reported to BPMSD, consideration should be given to redeploy either party pending resolution of the matter. Following up on any incident is also important to ensure the harassment has stopped and the complainant is not the subject of retaliation.

5.2 All staff members in a position of supervision must ensure that they are available to staff who may wish to raise concerns, in confidence and without fear of reprisal. Supervisors are expected to deal with such matters in a sensitive manner, and ensure that an appropriate atmosphere is created to ensure that staff feel free to use the appropriate channels outlined in this AO and express any concerns about a situation which may have arisen.

5.3 While on mission, staff must take particular care to avoid behavior that could constitute, or be interpreted as constituting, harassment. Mission leaders must act promptly and decisively if such inappropriate behavior is brought to their attention, whether perpetrated by mission members or others. Necessary procedures under the formal approach described below may be initiated in a Regional or Resident Mission or Representative Office or upon return to Bank Headquarters.

5.4 Cases of suspected or actual harassment within ADB must be handled so as to safeguard the rights and reputations of individual staff members, to protect ADB's interests, and to guard against any future occurrences.

5.5 The Ombudsperson is available to provide confidential advice to staff members who believe they may be experiencing harassment and assist in mediating between the parties.

5.6 Director General, BPMSD will designate staff members who will be trained as mediators in issues of harassment (Mediators), some of whom will be given specialist training in respect of sexual harassment. The Mediators will be available to provide confidential advice and referral services to those persons in ADB’s workplace who believe they may be experiencing harassment and assist in mediating between the parties. A list of those trained to provide such services is to be made available by BPMSD to directors, supervisors and others upon request

5.7 BPMSD will be responsible for arranging informational materials and for providing training for all persons in ADB’s workplace concerning harassment. This AO will be discussed in orientation and other ADB training programs

6. HARASSMENT COMPLAINT PROCEDURES

6.1 Informal complaints and mediated resolutions.

6.1.1 It is hoped that most matters may be resolved informally, however it is up to the complainant to decide whether or not to submit a formal complaint. Before filing a formal complaint, a complainant should go through the informal resolution process discussed below.

6.1.2 Behavior or conduct which is, or is perceived to be, offensive may be unintentional, due to misunderstandings or ignorance. Many such incidents of harassment may

Appendix 16

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be resolved informally by the complainant explaining to the alleged harasser directly (by a meeting or through a letter) that his or her behavior is not welcome and that it should cease.

6.1.3 If the complainant is not comfortable in handling the situation on his or her own for any reason, including his or her employment level, status, culture or similar considerations, he or she may seek the advice or assistance of the following persons:

(a) Ombudsperson; or

(b) Mediators (as contemplated in section 5.5); or

(c) Immediate supervisor; or

(d) BPHR focal points (BPHR staff with specific responsibility for assisting staff members with regard to harassment related matters).

The person assisting the complainant may, after obtaining the complainant’s permission, discreetly discuss the matter with the alleged harasser with a view to achieving informal resolution.

6.1.4 Matters of harassment may be dealt with initially on an informal basis and if they are resolved in that manner no disciplinary procedures will be applicable. However, if such a resolution occurs after the complainant has submitted a formal complaint, BPMSD may decide to initiate disciplinary proceedings against the alleged harasser even if the alleged harasser subsequently reaches a settlement of the matter with the complainant.

6.2 Formal complaints

6.2.1 In circumstances where informal resolution of an incident of harassment is not an appropriate approach or the informal approach has not resolved the incident to the satisfaction of the complainant, the case may be pursued through formal channels. Under the formal approach the complainant should address his or her complaint, in confidence, to the Director General, BPMSD. The complaint should describe the specific offensive act or acts, the time(s), location(s) and circumstances under which they took place, and any other information relevant to the case. The complaint should identify the individual who is alleged to have harassed the complainant (the alleged harasser) as well as any witnesses to the incident. The complaint must be signed and dated by the complainant.

6.2.2 The following is a brief outline of procedures to be followed by BPHR once such a signed complaint has been filed.

(a) The alleged harasser is to be advised and given a copy of the complaint and any related report.

(b) The alleged harasser is given the opportunity to respond in writing to the allegations. He or she may designate a representative to provide assistance in preparing a response subject to the exceptions provided in Section 3, Appendix 2 of AO 2.04.

(c) An investigation is to be conducted by BPHR in accordance with Appendix 2 of AO 2.04, to determine the facts in the case.

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(d) The complainant and the alleged harasser are to be informed of the results of the investigation and given the opportunity to respond.

(e) Where the investigation shows that there is a preponderance of evidence to indicate that the alleged harasser has engaged in harassment, the disciplinary procedures under AO 2.04 applies. Otherwise, Director General, BPMSD will dismiss the complaint or may decide to orally counsel the alleged harasser.

6.3 Protection from Reprisal. Persons in ADB’s workplace who report incidents of harassment in good faith will not be punished or subjected to any disciplinary measures. Anyone attempting retaliation against an individual who has reported harassment, or a witness in a harassment investigation, or an advocate, will be subject to disciplinary action.

6.4 ADB reserves the right to investigate staff who abuse the process for reporting harassment by making unfounded accusations. Unfounded accusations brought with intent to harm the career or reputation of another staff member can be the basis of disciplinary action.

6.5 Confidentiality. All ADB personnel involved in the handling of harassment matters will treat such matters as confidential. ADB personnel will treat all information in respect of each such matter on a confidential basis to the maximum extent which is consistent with the procedural requirements of ADB. Conduct in breach of these requirements will be subject to appropriate disciplinary action in accordance with AO 2.04.

6.6 Evidence of anything said or done at any time to try to resolve a complaint of harassment will not be used in any proceedings, application for review or any appeal.

6.7 The President or the Director General, BPMSD may require staff members involved in the incident which has been the subject of a complaint to receive counseling or undertake training.

7. IMPLEMENTATION

BPMSD, the Operations Services and Financial Management Department, and the Office of Administrative Services will take necessary measures to implement this AO, including amendment as necessary of contracts with ADB consultants and contractors.

8. EFFECTIVE DATE

This AO is effective from 19 February 2013 and supersedes the same Order issued on 27 April 2011.

Appendix 16

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19 February 2013 Administrative Order No. 2.11

PREVENTION OF HARASSMENT

1. PURPOSE

This Administrative Order (AO) sets forth ADB's policies and procedures to prevent harassment. The objective of this AO is to ensure that all persons in ADB’s workplace enjoy an environment free from harassment. Proven harassment constitutes misconduct and may lead to disciplinary action as provided for in AO 2.04 (Disciplinary Measures and Procedures).

2. POLICY

ADB will not tolerate any action by any staff member that constitutes harassment. All ADB staff, particularly those with managerial or supervisory responsibilities, must take prompt action to deal with any incident of harassment. Any form of harassment is detrimental to staff morale and productivity and inimical to the interests of ADB. ADB will ensure that complaints regarding harassment are taken seriously and handled impartially; that action is taken promptly to ensure the harassment stops; and that staff making complaints and those acting as witnesses are not retaliated against.

3. SCOPE

3.1 This AO covers harassment as defined under section 4.1 below by Management, staff members, consultants who work for ADB, and the employees of ADB's contractors when in ADB’s workplace, and visitors to ADB’s workplace; it applies at Headquarters, Resident Missions and Representative Offices, and while representing ADB in the field or undertaking an activity sponsored by or associated with ADB. Conduct outside the workplace, including harassment, which is incompatible with Section 2 of the Staff Regulations, may also be subject to disciplinary action under AO 2.04.

3.2 Contractors, consultants and visitors, whose conduct is assessed by the Director General, Budget Personnel and Management Systems Department (BPMSD) or the Director, Human Resources Division (BPHR) to be harassing in nature, are to be asked to either stop such conduct or leave the ADB’s premises, or an activity or function hosted by ADB.

4. HARASSMENT DEFINED

4.1 Harassment is unwarranted or unwelcome behavior, verbal or physical, that interferes with work or creates an intimidating, hostile or offensive work environment. If a specific action by one person is seen as offensive or intimidating by another, that action might be viewed as harassment, whether intended or not. Harassment can take many different forms including intimidation, abuse of authority and sexual harassment.

4.2 Sexual harassment is conduct of a sexual nature which is unwanted by the recipient and which the perpetrator knew or should have known was offensive to the recipient. Sexual

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harassment is defined as any unwelcome sexual advance, request for sexual favors or other verbal or physical conduct of a sexual nature (i) which reasonably results in physical, sexual or psychological harm or suffering to another person in ADB’s workplace, including threats of such acts, coercion or physical restraint; (ii) which unreasonably interferes with work or work productivity; or (iii) which is made a condition of employment, promotion or other personnel action or creates an intimidating, hostile or offensive environment. Both men and women are to be protected from sexual harassment. Sexual harassment may occur between persons of opposite sexes or of the same sex. Sexual harassment linked with direct or implied threats or promises about career prospects is unacceptable and will be treated seriously.

4.3 The following forms of conduct, if unwelcome, may be considered sexual harassment:

(a) Physical conduct of a sexual nature which may range from unwanted touching, kissing, pinching, groping or patting to assault and coercing sexual intercourse;

(b) Verbal conduct of a sexual nature which may include unwelcome sexual advances, propositions or pressure for sexual activity, suggestions for social activity within or outside of the workplace, offensive flirtations, suggestive remarks, innuendoes or lewd comments or noises; and

(c) Non-verbal conduct of a sexual nature which may include, among other things, the display of pin-ups, sexually offensive pictures or other offensive materials, objects or written materials, leering, suggestive looks, whistling, and gestures which are sexually suggestive or rude.

4.4 General Considerations - Mildly offensive comments or behavior may not alone amount to harassment, but can be considered as harassment if they are repeated. Equally, a single incident can be so severe that it would adversely affect a staff member or the workplace and amount to harassment. It is a question of degree and perception.

4.5 Matters not generally regarded as harassment

4.5.1 There is a wide range of ambiguous behavior that might offend some people, but not necessarily others. Examples might include comments on clothing and compliments about improved appearance. These types of behavior would not normally be seen as harassment.

4.5.2 In the course of their work, supervisors have a responsibility to take difficult decisions, e.g. about moving people or changing work assignments. These decisions do not, in themselves, constitute harassment. A negative performance report, as such, is not harassment. Supervisors have a responsibility to give appropriate feedback and to take appropriate corrective action. However, such feedback should be made in a reasonable and constructive manner and should not be used as retaliation.

5. PREVENTING HARASSMENT

5.1 ADB is responsible for creating a work environment which is free of harassment. Every staff member has a responsibility to ensure that the policy of ADB is fully implemented. Management, Heads of Departments/Offices, directors and supervisors bear added responsibility in this process including (i) setting the highest exemplary standards of behavior and conduct for themselves; (ii) clearly communicating ADB's policy on harassment to all their

Appendix 16

3

staff, including new staff; (iii) being responsive to and supportive of any person in ADB’s workplace who complains about harassment; (iv) encouraging a positive working environment of dignity and mutual respect, and in which any form of harassment is not tolerated; and (v) ensuring that any incident of unacceptable behavior or conduct, including intimidation and hostility, is promptly dealt with and appropriate corrective action taken. As soon as an incident is reported to BPMSD, consideration should be given to redeploy either party pending resolution of the matter. Following up on any incident is also important to ensure the harassment has stopped and the complainant is not the subject of retaliation.

5.2 All staff members in a position of supervision must ensure that they are available to staff who may wish to raise concerns, in confidence and without fear of reprisal. Supervisors are expected to deal with such matters in a sensitive manner, and ensure that an appropriate atmosphere is created to ensure that staff feel free to use the appropriate channels outlined in this AO and express any concerns about a situation which may have arisen.

5.3 While on mission, staff must take particular care to avoid behavior that could constitute, or be interpreted as constituting, harassment. Mission leaders must act promptly and decisively if such inappropriate behavior is brought to their attention, whether perpetrated by mission members or others. Necessary procedures under the formal approach described below may be initiated in a Regional or Resident Mission or Representative Office or upon return to Bank Headquarters.

5.4 Cases of suspected or actual harassment within ADB must be handled so as to safeguard the rights and reputations of individual staff members, to protect ADB's interests, and to guard against any future occurrences.

5.5 The Ombudsperson is available to provide confidential advice to staff members who believe they may be experiencing harassment and assist in mediating between the parties.

5.6 Director General, BPMSD will designate staff members who will be trained as mediators in issues of harassment (Mediators), some of whom will be given specialist training in respect of sexual harassment. The Mediators will be available to provide confidential advice and referral services to those persons in ADB’s workplace who believe they may be experiencing harassment and assist in mediating between the parties. A list of those trained to provide such services is to be made available by BPMSD to directors, supervisors and others upon request

5.7 BPMSD will be responsible for arranging informational materials and for providing training for all persons in ADB’s workplace concerning harassment. This AO will be discussed in orientation and other ADB training programs

6. HARASSMENT COMPLAINT PROCEDURES

6.1 Informal complaints and mediated resolutions.

6.1.1 It is hoped that most matters may be resolved informally, however it is up to the complainant to decide whether or not to submit a formal complaint. Before filing a formal complaint, a complainant should go through the informal resolution process discussed below.

6.1.2 Behavior or conduct which is, or is perceived to be, offensive may be unintentional, due to misunderstandings or ignorance. Many such incidents of harassment may

Appendix 16

4

be resolved informally by the complainant explaining to the alleged harasser directly (by a meeting or through a letter) that his or her behavior is not welcome and that it should cease.

6.1.3 If the complainant is not comfortable in handling the situation on his or her own for any reason, including his or her employment level, status, culture or similar considerations, he or she may seek the advice or assistance of the following persons:

(a) Ombudsperson; or

(b) Mediators (as contemplated in section 5.5); or

(c) Immediate supervisor; or

(d) BPHR focal points (BPHR staff with specific responsibility for assisting staff members with regard to harassment related matters).

The person assisting the complainant may, after obtaining the complainant’s permission, discreetly discuss the matter with the alleged harasser with a view to achieving informal resolution.

6.1.4 Matters of harassment may be dealt with initially on an informal basis and if they are resolved in that manner no disciplinary procedures will be applicable. However, if such a resolution occurs after the complainant has submitted a formal complaint, BPMSD may decide to initiate disciplinary proceedings against the alleged harasser even if the alleged harasser subsequently reaches a settlement of the matter with the complainant.

6.2 Formal complaints

6.2.1 In circumstances where informal resolution of an incident of harassment is not an appropriate approach or the informal approach has not resolved the incident to the satisfaction of the complainant, the case may be pursued through formal channels. Under the formal approach the complainant should address his or her complaint, in confidence, to the Director General, BPMSD. The complaint should describe the specific offensive act or acts, the time(s), location(s) and circumstances under which they took place, and any other information relevant to the case. The complaint should identify the individual who is alleged to have harassed the complainant (the alleged harasser) as well as any witnesses to the incident. The complaint must be signed and dated by the complainant.

6.2.2 The following is a brief outline of procedures to be followed by BPHR once such a signed complaint has been filed.

(a) The alleged harasser is to be advised and given a copy of the complaint and any related report.

(b) The alleged harasser is given the opportunity to respond in writing to the allegations. He or she may designate a representative to provide assistance in preparing a response subject to the exceptions provided in Section 3, Appendix 2 of AO 2.04.

(c) An investigation is to be conducted by BPHR in accordance with Appendix 2 of AO 2.04, to determine the facts in the case.

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(d) The complainant and the alleged harasser are to be informed of the results of the investigation and given the opportunity to respond.

(e) Where the investigation shows that there is a preponderance of evidence to indicate that the alleged harasser has engaged in harassment, the disciplinary procedures under AO 2.04 applies. Otherwise, Director General, BPMSD will dismiss the complaint or may decide to orally counsel the alleged harasser.

6.3 Protection from Reprisal. Persons in ADB’s workplace who report incidents of harassment in good faith will not be punished or subjected to any disciplinary measures. Anyone attempting retaliation against an individual who has reported harassment, or a witness in a harassment investigation, or an advocate, will be subject to disciplinary action.

6.4 ADB reserves the right to investigate staff who abuse the process for reporting harassment by making unfounded accusations. Unfounded accusations brought with intent to harm the career or reputation of another staff member can be the basis of disciplinary action.

6.5 Confidentiality. All ADB personnel involved in the handling of harassment matters will treat such matters as confidential. ADB personnel will treat all information in respect of each such matter on a confidential basis to the maximum extent which is consistent with the procedural requirements of ADB. Conduct in breach of these requirements will be subject to appropriate disciplinary action in accordance with AO 2.04.

6.6 Evidence of anything said or done at any time to try to resolve a complaint of harassment will not be used in any proceedings, application for review or any appeal.

6.7 The President or the Director General, BPMSD may require staff members involved in the incident which has been the subject of a complaint to receive counseling or undertake training.

7. IMPLEMENTATION

BPMSD, the Operations Services and Financial Management Department, and the Office of Administrative Services will take necessary measures to implement this AO, including amendment as necessary of contracts with ADB consultants and contractors.

8. EFFECTIVE DATE

This AO is effective from 19 February 2013 and supersedes the same Order issued on 27 April 2011.