STAFF INSTRUCTIONS

TECHNICAL ASSISTANCE PROCUREMENT OF GOODS, WORKS AND

NONCONSULTING SERVICES

GLOSSARY

ADB financing Includes financing by loans, grants, technical assistance (TA) grants, or funds from external sources ADB administers, ADB’s internal administrative budget, and the special capital budget.

Borrower

Includes agencies or entities that act for the borrower to carry out the project. It also includes recipients of grants for projects, under which the executing agency (EA) administers consulting services.

Conflict of Interest Situation when a party has interests that could improperly influence its performance of official responsibilities, contractual obligations or compliance with laws and regulations.

CTLA Loan Disbursement Division of Controllers Department Delegated Technical Assistance

Technical assistance project implementation which is fully, or party delegated to the recipient.

EA The executing agency, as identified in a financing agreement or TA agreement, which is responsible for the carrying out of a loan, grant or a TA grant-funded project. The term EA may be extended to include an implementing agency (IA) that the EA designates to implement the project and recruit consultants.

IP Intellectual property Project unit The ADB project division, regional office or resident mission that

supervises a project. Request for Proposal (RFP)

The RFP is issued to shortlisted service providers in cases where evaluation considers quality of service together with financial offer. RFP might be suitable for cases where ADB or EA might consider award of the contract to provider exceeding minimum qualifying criteria. Not suitable for bidding in lots.

Scope of services Is a document describing the purpose, objectives, scope of work, detailed tasks or specified outputs; and reporting requirements which the service provider is expected to meet within duration of the contract.

Service provider An individual or private or public entity with the capacity to provide services.

Supplier An individual or private or public entity with the capacity to supply goods. TA Technical Assistance TADH TA Disbursement Handbook TASU Technical Assistance Supervision Unit, see also User Unit User Unit means an ADB division, department, office, resident mission, regional

office or representative office.

TABLE OF CONTENTS

I. PURPOSE ...................................................................................................................... 1

II. LEGAL ARRANGEMENTS ............................................................................................ 1

III. SCOPE ........................................................................................................................... 1

IV. PROCURING PARTY AND BUYER/CLIENT OF RECORD DECISIONS ...................... 2

V. GOVERNING PRINCIPLES ........................................................................................... 3

A. Economy .................................................................................................................. 3 B. Efficiency .................................................................................................................. 3 C. Fairness .................................................................................................................... 3 D. Transparency ............................................................................................................ 4 E. Quality ...................................................................................................................... 4 F. Value for Money ....................................................................................................... 4

VI. OTHER IMPORTANT CONSIDERATIONS .................................................................... 4

A. Eligibility ................................................................................................................... 4 B. Conflict of Interest ..................................................................................................... 4 C. Integrity Violations .................................................................................................... 5

VII. PROCUREMENT OF NON-CONSULTING SERVICES ................................................. 5

A. Determining the Scope of Services ........................................................................... 6 B. Market Analysis ........................................................................................................ 7 C. Contract Modalities ................................................................................................... 8 D. Specific ADB Requirements for Bidding Documents and Contracts .......................... 9 E. Applicable Law and Settlement of Disputes .............................................................. 9 F. Procurement Modalities ...........................................................................................10 G. Confidentiality ..........................................................................................................11 H. Contract Award ........................................................................................................11 I. Debriefing ................................................................................................................11

VIII. PROCUREMENT OF GOODS ......................................................................................11

A. Specific ADB Requirements for Bidding Documents and Contracts .........................12 B. Applicable Law and Settlement of Disputes .............................................................12 C. Procurement Modalities ...........................................................................................12 D. Confidentiality ..........................................................................................................13 E. Contract Award ........................................................................................................13 F. Debriefing ................................................................................................................13

IX. PROCUREMENT OF CIVIL WORKS ............................................................................13

APPENDIXES ...........................................................................................................................15

Appendix 1: Responsibilities for Procurement of Nonconsulting Services under TA Fully Administered By ADB ..............................................................................................15

Appendix 2: Request for Quotation – Supply of Goods .................................................16 Appendix 3: Quotations Evaluation ...............................................................................19 Appendix 4: Request for Quotation – Services .............................................................20 Appendix 5: Service Provider Contract .........................................................................22

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I. PURPOSE

1. ADB Procurement Policy. Goods, Works, Nonconsulting and Consulting Services (2017) specifies ADB’s six core procurement principles and various considerations relevant to their implementation in ADB financed operations.1 2. These Staff Instructions establish procedures for procurement, contracting, and contract management for non-consulting services, goods and works for Asian Development Bank administered Technical Assistance.2

3. A change in the TA scope or implementation arrangements and other matters related to TA implementation may be proposed following requirements in the project administration instruction on administering grant-financed TA projects (PAI 5.09).

II. LEGAL ARRANGEMENTS

4. TA letter of agreement governs the legal relationships between the recipient and ADB, and the Policy document3 stated in the specific TA Report apply to the procurement as provided in the relevant agreement. The rights and obligations of ADB and the contractors and suppliers are governed by the specific issued bidding documents and the contracts signed by ADB and the contractors/ suppliers signed by ADB, and not by the Policy, TA letter agreement or similar document. III. SCOPE 5. This document outlines principles, policies, rules and procedures to be followed for

(i) the preparation of procurement documents, (ii) the procurement and contracting, (iii) the management of contracts, and

6. This document does not apply to

(i) consulting services procured by ADB;4 (ii) procurement of consultants by recipients5 through delegated technical assistance

or under projects financed in whole or in part by an investment loan or grant from ADB, or by ADB-administered funds;6

(iii) procurement of goods works and nonconsulting services by recipients through delegated technical assistance or under projects financed in whole or in part by an investment loan or grant from ADB, or by ADB-administered funds;6

1 Including ADB Technical Assistance projects. 2 Excludes Delegated Technical Assistance. 3 Policy document is either ADB Procurement Policy (2017) or Guidelines on Use of Consultants by ADB and its

Borrowers (2013) and ADB Procurement Guidelines (2015). 4 Covered by Staff Instructions – Consulting Services Administered by ADB. 5 The term “borrower” is defined in para 2 of the ADB procurement policy. 6 Should follow procedures applicable to procurement of consultants under loans/grants.

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(iv) knowledge partnership arrangements;7 or (v) research grants.8

IV. PROCURING PARTY AND BUYER/CLIENT OF RECORD DECISIONS

7. Most of the Technical Assistance projects funds are spent on consulting services. However, some TA projects may require procurement of nonconsulting services, goods and works.9 For detailed disbursement arrangements, Technical Assistance Supervision Unit (TASU) shall refer to TA Disbursement Handbook, as amended from time to time. ADB disbursement procedures allow the disbursement of funds for nonconsulting services, goods and works through the following channels:

• Payments of sub-contracts through consulting firms’ contracts. • Direct payment requests following contracting of suppliers/ service providers or

contractors by User Divisions. • Payments to Executing Agencies/Implementing Agencies or Cooperating Partners

for contracts with suppliers/ service providers or contractors – only through reimbursement or against an advance payment facility/ provision.

• Direct payment requests to suppliers/ service providers or contractors following contracting with Executing Agencies/Implementing Agencies or Cooperating Partners.

• Reimbursement or liquidation of advances to ADB staff or consultants to meet eligible expenditures.

8. TASU should ensure eligibility of procurement of nonconsulting services and goods in line with approved TA agreement, co-financing agreement for TA funded by donor and administered by ADB and relevant PAIs /staff instructions. TASU is responsible for ensuring that adequate due diligence is carried out prior to entering into a nonconsulting services contract (e.g. for hospitality, conference venues and event contracts, etc.) and the expenditures are in line with the approved scope of the TA. 9. Where procurement is financed by two or more TAs/projects, concerned TASUs should agree on the procurement arrangement prior to the activity. 10. Nonconsulting services and goods contracts procured by ADB do not include taxes. ADB operations are exempted from taxes. However, for small-value TA expenses, where tax exemption is impractical to obtain, such taxes may be paid under TA operation.10 11. TASU shall consider the following factors prior to recommending specific procurement and contracting modality: Factors to consider Recommendation Are expenditures in line with the approved scope of the TA

If the expenditures are outside the scope of the TA, ADB shall not finance the contract

7 Staff Instructions on Business Processes for Knowledge Partnership under TA Operations. 8 Not yet drafted. 9 In the context of pilot testing of innovative technologies. 10 Staff Instruction on Business Processes for Cost Sharing and Eligibility of Expenditures for ADB Financing.

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Factors to consider Recommendation Would purchase likely result in acquisition of physical asset?

Recipient of the TA shall purchase the physical assets and implement appropriate asset recording procedures. Consider insurance coverage for the duration of the TA

Is it necessary to purchase physical asset? Can the same need be met by renting or leasing?

Consider renting or leasing assets for the duration of the TA

Does purchase cover acquisition of specific license or another similar Intellectual Property (IP)? If so, would such IP be transferable to the 3rd party?

Recipient of the TA shall acquire license

Would purchase result in tax and/ or duty liability if the asset is transferred to the recipient of the assistance?

Procurement to be undertaken by the TA recipient

Is purchase of output considered to be a necessary input to the work under consulting services contract?

Consider subcontracting under consulting firm contract (e.g. subcontracting for surveys, soil investigation or similar activities)

Would implementation of contract require obtaining specific licensing, permits?

Procurement to be undertaken by the TA recipient

Would implementation of contract require acquisition or alienation of land through purchase, lease or donation?

Procurement to be undertaken by the TA recipient

Would implementation of contract have potential environmental, resettlement, indigenous people or similar considerations?

Procurement to be undertaken by the TA recipient

V. GOVERNING PRINCIPLES

A. Economy 12. The principle of economy means considering factors such as price, quality, and any nonprice attributes, as appropriate, without adversely affecting the viability of the project.

B. Efficiency 13. The principle of efficiency ensures that procurement processes are proportional to the value and risks of the required outcome and underlying project activities, considering implementation capacity, time constraints, and cost-effectiveness

C. Fairness 14. The principle of fairness means:

(i) equal opportunity for and treatment of eligible bidders;

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(ii) equitable distribution of rights and obligations between borrowers and bidders; and (iii) credible mechanisms for addressing procurement-related complaints and

providing recourse. 15. ADB encourages open competition as the preferred procurement approach, whenever possible, to maximize fairness of the opportunity to bid.

D. Transparency 16. The principle of transparency means ensuring, through appropriate documentation and review of activities in the procurement process, that:

(i) relevant procurement information is made publicly available to interested parties, in a consistent and timely manner, through readily accessible and widely available sources at no (or reasonable) cost;

(ii) appropriate reporting of procurement activity; and (iii) use of confidentiality provisions in contracts only where justified.

E. Quality

17. This principle requires that the procurement arrangements are structured to procure inputs and deliver outputs of appropriate standard in a timely and effective manner to achieve the project outcomes and development objectives, considering the context, risk, value, and complexity of procurement. In consulting services, procurement arrangements would include selection methods, type of contracts and arrangements for review of shortlisting and evaluation decisions.

F. Value for Money 18. This principle enables the Client to obtain optimal benefits through effective, efficient, and economic use of resources by applying, as appropriate, the Core Procurement Principles and related considerations. Price alone may not sufficiently represent value for money.

VI. OTHER IMPORTANT CONSIDERATIONS

A. Eligibility 19. Unless the Board of Directors determines otherwise, a contractor or supplier must be from an ADB member country to be eligible for the award of a contract. 20. A firm or an individual sanctioned or temporarily suspended by ADB in accordance with ADB’s Anticorruption Policy (1998, as amended to date)11 and ADB’s Integrity Principles and Guidelines (2015, as amended from time to time)12 shall be ineligible to participate in or be awarded an ADB-administered contract or to benefit from an ADB-administered contract, financially or otherwise, during the period determined by ADB.

B. Conflict of Interest

11 ADB. 2010. Anticorruption and Integrity. Manila. https://www.adb.org/sites/default/files/institutional-

document/31317/anticorruption-integrity-policy-strategy.pdf 12 ADB. 2015. Integrity Principles and Guidelines (2015). Manila. https://www.adb.org/sites/default/files/institutional-

document/32131/integrity-principles-guidelines.pdf

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21. 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 regulation. A conflict of interest may not, in all cases, in and of itself, constitute a violation of ADB’s anticorruption guidelines, if appropriately addressed or mitigated. 22. Prospective bidders are required to disclose all conflicts of interest during the bid submission. ADB will take appropriate actions to manage such conflicts of interest or may reject a proposal for award if it determines that a conflict of interest has brought into question the integrity of any procurement process.

C. Integrity Violations 23. ADB’s Anticorruption Policy (1998, as amended to date) and ADB’s Integrity Principles and Guidelines (2015, as amended from time to time) requires observance of the highest standard of ethics during the bidding process and in execution of contracts. In pursuance of this policy, in the context of these Guidelines, ADB defines, for the purposes of this provision, the terms set forth below as follows:

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

(ii) “fraudulent practice” means any act or omission, including a misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation;

(iii) “coercive practice” means impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party;

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

(v) “obstructive practice” means (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 Office of Anticorruption and Integrity (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 access to information.”

(vi) “integrity violation” is any act which violates ADB’s Anticorruption Policy, including (i) to (v) above and the following: abuse, conflict of interest, violation of ADB sanctions, retaliation against whistleblowers or witnesses, and other violations of ADB’s Anticorruption Policy (1998, as amended to date), including failure to adhere to the highest ethical standard.”

VII. PROCUREMENT OF NON-CONSULTING SERVICES

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24. The Guidelines on Use of Consultants by ADB and Its Borrowers (2013)13 covered wide range of services including nonconsulting services, excluding types of services in which the physical aspects of the activity predominate (e.g. construction of works), but including Service Delivery Assignments defined as “support services, e.g. Training, the design or production of project training materials or promotional materials or videos, and planning and implementing workshops or seminars”. The Guidelines also defined standardized services of Procurement Agents, Inspection Agents and Auditors. 25. Procurement Regulations for ADB Borrowers (2017) provided the following explanation of the nature of nonconsulting services:

(i) services for which the physical aspects of the activity predominate, that are bid and contracted on the basis of performance of a measurable physical output, and for which performance standards can be clearly identified and consistently applied; or

(ii) routine services which, while requiring expert inputs, are based on recognized standard offerings that are readily available, and which do not require evaluation of tailored methodologies or techniques.

26. Examples of the first type, where physical aspects of the activity predominate, usually involve the use of equipment and specific methodologies to achieve their objectives. Some examples of such services applicable to TAs are: installation and maintenance services, field investigations, and similar services. 27. Examples of the second type applicable to TAs could include standard audit (such as financial and safety), inspection, engineering and quantity surveys, quality assurance certification, vocational training following nationally recognized qualification standards (regularly accredited by specialized qualification body), standardized household surveys, community-based services provision, translation/ interpretation services, editing/ typesetting/proofreading, event management, organization and logistics of study tours, contracts with hotels for logistical arrangements relating to workshops, conferences and similar events; internet/broadband/ telecommunication services, website maintenance, call center/ help desk operations, and similar services. 28. Depending on the nature of the services required, market conditions, legal and regulatory framework applicable to the provision of such services, timing and duration of delivery, contract value and potential downstream effect on achievement of project outcomes, ADB in consultation with EA may decide on sourcing, procurement and contracting methods. The list of options provided in these Staff Instructions is not exhaustive. Other procurement and contracting methods may be considered based on market norms and the specific requirements of the services required.

A. Determining the Scope of Services 29. In case of ADB administered TA, TASU is responsible for preparing the key procurement and contract documents for the services to be procured, including, but not limited to description

13 ADB. 2013. Guidelines on Use of Consultants by ADB and Its Borrowers. Manila.

https://www.adb.org/documents/guidelines-use-consultants-asian-development-bank-and-its-borrowers

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of the scope of the services, proposed payment structure, risk management procedures (if applicable) and performance management measures. 30. The performance standards and performance measurement scheme may be incorporated in the specification document through inclusion in any one of the following documents:

(i) Specification (ii) Scope of work/services (iii) Work performance statement or Service Level Agreement14

B. Market Analysis

31. This stage involves the review of the range of potential service providers for the scope of services required. The process may be iterative and might require Requests for information (RFI), benchmarking, expert advice or other tools. PPFD may be consulted at this stage on the most appropriate way to procure required services. 32. The nature of the market participants identified in the analysis shall inform TASU on the most appropriate procurement and contracting modality to deliver the best value for money.

Firm or Individual? 33. Clients may select firms and/or individuals to provide nonconsulting services, collectively referred to as “service providers”. 34. Firms are normally engaged for more complex assignments with higher impact that need a team to deliver a variety of services and need close coordination between team members. Firm engagements may span longer periods, where the risk of loss of continuity is comparatively higher. For example, organizing a major event may require a team of experts responsible for logistics, travel, catering, security arrangements, printing, web-hosting in which case a professional event management firm providing all-inclusive service might be preferable. Similarly, project account audit assignment is likely to be contracted to a reputable audit firm which would guarantee adherence to the Generally Accepted Auditing Practices. There may also be constraints imposed by the market that only allows regulated or licensed firms to provide services.

35. Individual service providers are typically more suitable for assignments that can be carried out independently and where corporate indemnities are not required. In some cases, individual service providers are more appropriate because of needed flexibility in terms of urgency of mobilization, geographic dispersion, and/or timing of deployment. For example, translation/ interpretation services are routinely provided by independent service providers not specifically affiliated with any firm.

National or International Advertisement? 36. The majority of the services are likely to be sourced in the project country. In some jurisdictions, existing legal and regulatory framework may create barriers for specific service provision from outside the project country. The examples may include provision of services requiring local licensing (e.g. medical services are typical); accreditation or registration (e.g.

14 Might be appropriate for long-term contracts.

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vocational training leading to nationally recognized qualification). In these kind of circumstances, national advertisement would be the most sensible option. 37. In cases where required services are not available in the project country, international advertisement is recommended. The examples of such circumstances may include small isolated island economies, post-conflict and other fragile situations. International advertisement generally is posted online.

C. Contract Modalities

38. The ADB shall select the most appropriate form of contract based on the nature of the assignment. The following considerations are important in determining the form of contract:

(i) Prevailing market or industry practice; (ii) Duration of the contract; (iii) Legal and regulatory requirements, including but not limited to licensing,

occupational health and safety, liability coverage and insurance; (iv) Allocation of contract risks to the party most suitable to mitigate the risk; (v) Need for incentives or penalties; (vi) Pre-existing service providers.

39. For example, it is prevailing practice for auditors is to sign Engagement Letter describing the services contracted by the client, it is recommended to use the contract form provided ADB-specific requirements listed below are met. 40. Similarly, if interpreters are generally compensated per working day and translators/ editors are compensated per unit of measure (e.g. per 1000 words), it is appropriate to use contract forms suitable for the services contracted.

41. Generally, these are types of service contracts based on the pricing modalities:

(i) Time-Based. Payments are made based on agreed rates of personnel involved in provision of services and out-of-pocket/ incidental expenses.

(ii) Output-Based. Payments are made based on delivery and acceptance of contract defined milestones/outputs.

(iii) Hybrid Contracts with Performance Based Component. May be time-based or

output-based with certain amount of contractual payment at risk, based on achievement of specific performance indicators. The example may include vocational training provision contract where payments are made based on enrollment and completion of the course by trainees, and where bonus may be calculated based on the employability of the trainees finishing the course (payment trigger - % of the graduates of the program employed 6 months after completion of the course).

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(iv) Subsidy-Payment Contract. Contract with a service provider compensating for services in otherwise uneconomical conditions (e.g. provision of regular interisland transportation linking remote island communities).15

(v) Percentage Contract. Contract where service provider is paid based pre-defined

percentage of the value of services handled on behalf of the client. Typical example would be Procurement Agent contract or Inspection Agent contract.

(vi) Framework Contract. Subset of framework agreements. They are used when the

EA needs “on call” specialized services whose extent and timing cannot be defined in advance. A framework contract is a contract awarded to a single contractor and usually also serves as its first call-off. Unlike a framework agreement, its subsequent call-offs do not involve secondary competition and, as such, a framework contract is similar to a standard, phased contract. The contract agrees unit rates to be paid, and payments are linked to time actually used.

42. ADB may consider other types of contracts for specialized services, as and when required.

D. Specific ADB Requirements for Bidding Documents and Contracts 43. ADB’s Anticorruption Policy (1998, as amended to date) requires that Borrowers (including beneficiaries of ADB-financed activity), as well as service providers under ADB-financed contracts, observe the highest standard of ethics during the procurement process and in execution of the contracts. 44. Procurement and contract documents shall include reference to ADB Anticorruption policy and Standards of Conduct provision.

45. When the contract is to be financed wholly or partly by ADB, reference shall be made to ADB in the bidding and contract documents as follows: “.......[name of Technical Assistance recipient]….has received a Technical Assistance from the Asian Development Bank toward the cost of [name of project]. Portion of the proceeds of this Technical Assistance will apply to eligible payments under this Contract. The terms and conditions of the contract and payments by the Asian Development Bank will be subject to the terms and conditions of the TA Agreement, including the ADB Procurement Policy (2017). Except as ADB may specifically otherwise agree, no party other than TA recipient shall derive any rights from the TA agreement or have any claim to the proceeds of the TA.” 46. When the contract is to be financed wholly or partly by ADB, the contract document shall include an undertaking by the service providers that no fees, gratuities, rebates, gifts, commissions or other payments, other than those shown in the bid/ proposal/ quotation, have been received, given or promised in connection with the services procurement process or in contract execution.

E. Applicable Law and Settlement of Disputes 47. The conditions of contract shall include provisions dealing with the applicable law and the forum for settlement of disputes. For ADB administered contracts the applicable law is the Law of

15 In the context of ADB- administered TA, may be part of the pilot testing.

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England and Wales. Commercial arbitration is specified as the dispute resolution method.

F. Procurement Modalities 48. The following procurement and contracting modalities are available for nonconsulting services:

Modality Recommended Bidding Procedure Typical Contract Type Application

Open Competitive Bidding (OCB)

Request for proposal (RFP) following advertisement and shortlisting/ prequalification

Time-based contract with Work Performance Statement and/or Service Level Agreement Output-based contract Hybrid contract (with performance-based bonus/ penalty clauses) Subsidy-payment contract (Public-Private Partnership modalities)

Client wishes to achieve Value for Money by factoring quality of services in the evaluation of bids Quality differs substantially between service providers.

Invitation to Bid (ITB) Client wishes to achieve efficiency through bidding in lots. Quality of services is similar among service providers meeting minimum qualification requirements

Limited Competitive Bidding (LCB)

Invitation to Bid As above Market Is limited to several key players. Examples: provision of broadband/ internet services to public schools; Inter-island shipping services. Required service is standardized, no variation of quality/ additional services is considered

Request for Quotation (Shopping)

Request for Quotation (RFQ)

Service contract Time-based Output-based Unit-rate based

Simple service contract; Short in duration

Percentage contract Procurement or Inspection agent

Engagement letter Financial audit

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Modality Recommended Bidding Procedure Typical Contract Type Application

Direct Contracting

Request for Quotation

As above Emergency situations Continuity of services is essential There is only one service provider (natural monopoly) situation The amount is very small

Framework Agreement

Government procedures acceptable to ADB

Job Orders/ Framework Contracts/ Indefinite Delivery Indefinite Quantity Contracts

Services procured are repetitive in nature and are procured through a pre-existing agreement.

G. Confidentiality

49. After the opening of quotations/ bids, proposals, information relating to the examination, clarification, and evaluation of commercial offers and recommendations concerning awards shall not be disclosed to bidders or other persons not officially concerned with this process until the publication of award. 50. Any violation of the confidentiality of the procurement process or attempt to influence the contract award may violate ADB’s Anticorruption Policy (1998, as amended to date) and ADB’s Integrity Principles and Guidelines (2015, as amended from time to time).

H. Contract Award

51. The TASU shall award the contract, within the period of the validity of the commercial offers (bids, proposals or quotations) to the service provider who meets the qualification requirements and offers best value for money, as defined in the bidding document.

I. Debriefing 52. If, after notification of award, a bidder wishes to ascertain the grounds on which its bid was not selected, it should address its request to TASU. Only the bidder’s bid/ proposal can be discussed and not the bids/ proposals of the competitors.

VIII. PROCUREMENT OF GOODS 53. If the TA scope includes purchase of goods, including purchase of software licenses, it is recommended that the TA recipient undertakes such procurement. If the TA recipient lacks procurement capacity, the services of a procurement agent can be used. Alternatively, ADB may sign the contracts for supply and delivery of goods specifying the TA recipient location as delivery address. TA recipient shall complete receiving report for goods Such receiving report transfers accountability for assets to the TA recipient. TA recipient shall arrange for appropriate insurance coverage after goods/ equipment is received.

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A. Specific ADB Requirements for Bidding Documents and Contracts 54. ADB’s Anticorruption Policy (1998, as amended to date) requires that Borrowers (including beneficiaries of ADB-financed activity), as well as service providers under ADB-financed contracts, observe the highest standard of ethics during the procurement process and in execution of the contracts. 55. Procurement and contract documents shall include reference to ADB Anticorruption Policy (1998, as amended to date) and Standards of Conduct provision.

56. When the contract is to be financed wholly or partly by ADB, reference shall be made to ADB in the bidding and contract documents as follows: “.......[name of Technical Assistance recipient].….has received a Technical Assistance from the Asian Development Bank toward the cost of [name of project]. Portion of the proceeds of this Technical Assistance will apply to eligible payments under this Contract. The terms and conditions of the contract (contracts) and payments by the Asian Development Bank will be subject to the terms and conditions of the TA Agreement, including the ADB Procurement Policy. Except as ADB may specifically otherwise agree, no party other than TA recipient shall derive any rights from the TA agreement or have any claim to the proceeds of the TA.” 57. When the contract is to be financed wholly or partly by ADB, the contract document shall include an undertaking by the service providers that no fees, gratuities, rebates, gifts, commissions or other payments, other than those shown in the bid/ proposal/ quotation, have been received, given or promised in connection with the services procurement process or in contract execution.

B. Applicable Law and Settlement of Disputes 58. The conditions of contract shall include provisions dealing with the applicable law and the forum for settlement of disputes. For ADB administered contracts the applicable law is the Law of England and Wales. Commercial arbitration is specified as dispute resolution method.

C. Procurement Modalities 59. The following procurement and contracting modalities are available for procurement of goods.

Modality Recommended Bidding Procedure

Typical Contract Type Application

Open Competitive Bidding (OCB)

Invitation to Bid Standard Contract EA procures goods

Limited Competitive Bidding (LCB)

Invitation to Bid Standard Contract EA procures goods

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Modality Recommended Bidding Procedure

Typical Contract Type Application

Request for Quotation (shopping)

Request for Quotation

EA or ADB or consulting firm procures goods

Direct Contracting

Request for Quotation

As above • EA or ADB or Consulting firm procures goods

• Emergency situations • Continuity of services

is essential • There is only one

service provider (natural monopoly) situation

• The amount is very small

Framework Agreement

Government procedures acceptable to ADB

Job Orders/ Framework Contracts/ Indefinite Delivery Indefinite Quantity Contracts

• EA procures goods • Services procured are

repetitive in nature and are procured through a pre-existing agreement.

D. Confidentiality

60. After the opening of quotations/ bids, proposals, information relating to the examination, clarification, and evaluation of commercial offers and recommendations concerning awards shall not be disclosed to bidders or other persons not officially concerned with this process until the publication of award. 61. Any violation of the confidentiality of the procurement process or attempt to influence the contract award may violate ADB’s Anticorruption Policy (1998, as amended to date) and ADB’s Integrity Principles and Guidelines (2015, as amended from time to time).

E. Contract Award

62. TASU shall award the contract, within the period of the validity of the commercial offers (bids, proposals or quotations) to the service provider who meets the qualification requirements and offers best value for money, as defined in the bidding document.

F. Debriefing 63. If, after notification of award, a bidder wishes to ascertain the grounds on which its bid was not selected, it should address its request to TASU. Only the bidder’s bid/ proposal can be discussed and not the bids/ proposals of the competitors. IX. PROCUREMENT OF CIVIL WORKS

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64. Due to the nature of the procurement which is likely to require land use rights and if procurement of civil works is required under the TA scope, such procurement shall be undertaken by TA recipient. If the TA recipient lacks procurement capacity, procurement agent may be engaged to handle such procurement on behalf of TA recipient. For details, please refer to Staff Instructions on Procurement of Goods, Works and Nonconsulting Services. 65. The only exception to the above restriction is civil works which are essentially repair/renovation/refurbishment of existing structure. Given the nature of such procurement, it is likely to be covered by Request for Quotation procedure.

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APPENDIXES Appendix 1: Responsibilities for Procurement of Nonconsulting Services under TA Fully

Administered By ADB

PROCUREMENT OF NONCONSULTING SERVICES Procurement steps Responsibility

PRELIMINARY Establishing need for nonconsulting services User division in coordination with EA (if

applicable) Defining scope of work and budget User division Defining procurement procedure fit for purpose

User division in coordination with PPFD

ADVERTISEMENT Publishing specific procurement notice requesting expressions of interest

User division

PREQUALIFICATION/SHORTLISTING Conducting PQ/ creating shortlist User division Preparing bid documents User division

BIDDING PROCEDURE1 Issuing bid documents to prequalified/ shortlisted services providers

User division

Responding to clarification requests (if applicable)

User division

Preparing bids Service providers Receiving bids User division

EVALUATION OF PROPOSALS Evaluating bids User division with assistance from relevant

parties Approving bid evaluation results User division director at recommendation of PAU

Head NEGOTIATIONS AND CONTRACT SIGNING

Issuing Invitation to negotiate User division (TASU or PAU) Negotiations Service providers and User Department Contract Service providers and User Department (TASU

Director)2 POST-CONTRACT ACTIVITIES

Claim and contract management User Division Payment processing User Division/CTLA

1 Electronic tendering is possible provided PPFD approves the platform or if internal e-procurement portals is used. 2 Copy provided to CTLA.

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Appendix 2: Request for Quotation – Supply of Goods1 Project Title: {INSERT DETAILS} Source of Funding: Asian Development Bank (ADB) Contract Reference: {INSERT DETAILS} Date of Issue of Request: {INSERT DETAILS} To: {INSERT DETAILS} Sir/Madam: 1. We request you to submit price quotations for the supply of the items listed in Appendix 1

labeled: “Specifications for Quote”.

If you, however, have been associated with the firm that prepared the design, and specifications of the contract that is subject of this procurement, you shall be disqualified. To assist you in the preparation of your price quotation we enclose the necessary technical specifications and required quantities (please see Appendix 1).

2. You must quote for all the items under this request. Price quotations will be evaluated for

all the items together and contract awarded to the firm offering the lowest evaluated total cost of all the items—this includes meeting specified delivery, installation and warranty criteria. Goods shall be produced in ADB member countries (see complete list of ADB member countries at http://www.adb.org/about/members

3. You shall submit your quotation in the attached format should be signed and faxed or

signed, scanned and emailed to

Purchaser’s Address: Attention: {INSERT NAME}, Asian Development Bank

{INSERT MAILING ADDRESS, FAX and EMAIL ADDRESS} ------------@adb.org

4. Your quotation should be written in English language. Scanned technical documentation

and catalogue(s) and other printed material or pertinent information (in English language) for each item quoted, including names and addresses of firms providing after-sales service facilities in {INSERT COUNTRY}.

5. The deadline for receipt of your quotation (s) by the Purchaser is {INSERT DETAILS}. 6. Your quotation(s) should be submitted as per the following instructions and in accordance

with the attached form of Contract. The attached Terms and Conditions of Supply is an integral part of the Contract.

1 ADB procures goods.

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(i) PRICES: The prices should be quoted for supply and delivery to {INSERT DELIVERY ADDRESS}. Prices shall be quoted {insert currency}.

(ii) EVALUATION OF QUOTATIONS: Offers determined to be substantially responsive to the technical specifications will be evaluated by comparison of their prices. An offer is not substantially responsive if it contains material deviations or reservations to the terms, conditions, and specifications in this Request for Quotation, and it will not be considered further. The Purchaser will evaluate and compare only the quotations determined to be substantially responsive. In evaluating the quotations, the Purchaser will adjust for any arithmetical errors as follows:

(a) where there is a discrepancy between amounts in figures and in words, the

amount in words will govern; (b) where is a discrepancy between the unit rate and the line item total resulting

from multiplying the unit rate by the quantity, the unit rate as quoted will govern; and

(c) if a Supplier refuses to accept the correction, his quotation will be rejected. In addition to the quoted price all other costs should be included.

(iii) AWARD OF PURCHASE ORDER. The award will be made to the bidder offering

the lowest evaluated price and that meets the required standards of technical and financial capabilities. The successful bidder will sign a Contract as per attached form of contract and terms and conditions of supply.

(iv) VALIDITY OF THE OFFER: Your quotation(s) should be valid for a period of thirty (30) days from the deadline for receipt of quotation(s) indicated in Paragraph 5 of this Request for Quotation.

(v) If you withdraw your quotation during the validity period and/or refuse to accept the

award of a contract when and if awarded, then you may be excluded from the list of suppliers for the project for two years.

(vi) ADB may request you to extend validity of your offer. Refusal to extend the validity

of the offer will not result in exclusion from the list of suppliers for the project. 7. ADB reserves the right to not to accept any/ all bids.

8. Further information can be obtained from: {INSERT DETAILS} 9. The bidder whose quotation has been accepted will be notified of the award of contract

through the Letter of Acceptance issued by the Purchaser within 30 days from the date of submission of quotation.

10. The Purchaser intends to apply funds from the Asian Development Bank (ADB) for eligible

payments under the Purchase Order resulting from this Request for Quotation.

11. Under the Anticorruption Policy, bidders shall observe the highest standard of ethics during the procurement and execution of such contracts. Asian Development Bank (ADB) will reject a proposal for award, and will impose sanctions on parties involved, if it determines that the bidder recommended for award or any other party, has engaged in

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corrupt, fraudulent, collusive, or coercive practices in competing for, or in executing, the Contract. At the time of submission of your quotation, you should not be in ADB’s sanctions list.

12. Please confirm by e-mail the receipt of this request and whether or not you will submit the

price quotation(s) directly to {INSERT DETAILS}.

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Appendix 3: Quotations Evaluation1 Project Title: {insert} TA Number – Country {insert details} Source of Funding: {insert details} Contract Ref: {insert details}

1. Competitive Bids - As per the attached Request for Quotation (Annex 1), the {insert number} quotations received from {insert number} suppliers (Annex 2) are presented in the table below.

Sr. No.

Supplier Signature (a) Total Price*

(b) Sanction &

Bank Transaction

Qs

(c) Sanctions

(OFAC) List Local currency

USD

Exchange rate reference – insert date and source 2. Selected Supplier – {insert name}

Evaluation criteria – Eligibility. Lowest evaluated substantially compliant bid. (a) Price – Lowest

(b) Answers to the sanction and international bank transaction questions-

Question: Is the bidder, the bidder’s joint venture partners (if any), the bidder’s

shareholders, the shareholders of the bidder’s joint venture partners (if any), subject to any national or international sanctions or on any sanctions list maintained by any multilateral development bank? – No

Question: Can the bidder, the bidder’s joint venture partners (if any), the bidder’s shareholders, the shareholders of the bidder’s joint venture partners (if any), make and receive electronic fund transfer payments through the international banking system? – Yes

(c) Sanctions list (including Anti-money laundering regulations) - Clear

Evaluated by: Approved By:

1 ADB TASU procures.

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Appendix 4: Request for Quotation – Services1 Project Title: {INSERT DETAILS} Source of Funding: Asian Development Bank (ADB) Contract Reference: {INSERT DETAILS} Date of Issue of Request: {INSERT DETAILS} To: {INSERT DETAILS} Sir/Madam:

1. We request you to submit price quotations for the provision of services listed in Appendix 1 labeled: “Scope of Services”.

2. You must quote for all the services under this request. Price quotations will be evaluated for all the items together and contract awarded to the firm offering the lowest evaluated total cost of all the items—this includes meeting specified scope.

3. You shall submit your quotation in the attached format should be signed and faxed or

signed, scanned and emailed to

Client’s Address: Attention: {INSERT NAME}, Asian Development Bank

{INSERT MAILING ADDRESS, FAX and EMAIL ADDRESS} ------------@adb.org

4. Your quotation should be written in English language.

5. The deadline for receipt of your quotation (s) by the Client is {INSERT DETAILS}.

6. Your quotation(s) should be submitted as per the following instructions and in

accordance with the attached form of Contract. The attached Terms and Conditions and the Scope of Services are integral part of the Contract.

i) PRICES: The prices should be quoted in {insert currency}

ii) EVALUATION OF QUOTATIONS: Offers determined to be substantially

responsive to the Scope of Services will be evaluated by comparison of their prices. An offer is not substantially responsive if it contains material deviations or reservations to the terms, conditions, and Scope in this Request for Quotation, and it will not be considered further. The Client will evaluate and compare only the quotations determined to be substantially responsive. In evaluating the quotations, the Client will adjust for any arithmetical errors as follows:

where there is a discrepancy between amounts in figures and in words,

the amount in words will govern;

1 ADB procures services.

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where is a discrepancy between the unit rate and the line item total resulting from multiplying the unit rate by the quantity, the unit rate as quoted will govern; and

if a Service provider refuses to accept the correction, his quotation will be rejected. In addition to the quoted price all other costs should be included.

iii) AWARD OF PURCHASE ORDER. The award will be made to the bidder

offering the lowest evaluated price and that meets the required standards of technical and financial capabilities. The successful bidder will sign a Contract as per attached form of contract and terms and conditions of supply.

iv) VALIDITY OF THE OFFER: Your quotation(s) should be valid for a period

of thirty (30) days from the deadline for receipt of quotation(s) indicated in Paragraph 5 of this Request for Quotation.

v) If you withdraw your quotation during the validity period and/or refuse to

accept the award of a contract when and if awarded, then you will be excluded from the list of service providers for the project for two years.

vi) ADB may request you to extend validity of your offer. Refusal to extend the

validity of the offer will not result in exclusion from the list of suppliers for the project.

7. ADB reserves the right to not to accept any/ all bids.

8. Further information can be obtained from: {INSERT DETAILS}

9. The bidder whose quotation has been accepted will be notified of the award of contract

through the Letter of Acceptance issued by the Purchaser within 30 days from the date of submission of quotation.

10. The Client will use funds from the Asian Development Bank (ADB) for eligible

payments under the Purchase Order resulting from this Request for Quotation.

11. Under the Anticorruption Policy, bidders shall observe the highest standard of ethics during the procurement and execution of such contracts. Asian Development Bank (ADB) will reject a proposal for award, and will impose sanctions on parties involved, if it determines that the bidder recommended for award or any other party, has engaged in corrupt, fraudulent, collusive, or coercive practices in competing for, or in executing, the Contract. At the time of submission of your quotation, you should not be in ADB’s sanctions list.

12. Please Confirm by e-mail the receipt of this request and whether or not you will submit

the price quotation(s) directly to {INSERT DETAILS}.

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Appendix 5: Service Provider Contract

ASIAN DEVELOPMENT BANK

SERVICE PROVIDER CONTRACT1

This CONTRACT (hereinafter, together with the Terms and Conditions and Appendices attached thereto and forming an integral part hereof, called the “Contract”) is made on the {insert date}, between Asian Development Bank {insert ADB Division or Resident Mission}, {insert complete mailing address} on the one part, and {enter Service Provider full legal name}, {enter Service Provider complete mailing address} on the other part (hereinafter called the “Service Provider”).

WHEREAS ADB has agreed to assist the Government of {insert the Recipient Country} (hereinafter called the “Government”) by providing technical assistance (hereinafter called the “Technical Assistance”) to the Government for the TA {insert approval number of the TA}–{enter 3-character abbreviation for the Country}: {insert the complete project title of the TA} and to this end, an agreement (hereinafter called the “Technical Assistance Agreement”) was executed between the Government and ADB on the {enter the date of the TA Agreement signing}. Portion of the proceeds of this Technical Assistance will apply to eligible payments under this Contract. The terms and conditions of the contract (contracts) and payments by the Asian Development Bank will be subject to the terms and conditions of the TA Agreement, including the ADB Procurement Policy. Except as ADB may specifically otherwise agree, no party other than TA recipient shall derive any rights from the TA agreement or have any claim to the proceeds of the TA.

WHEREAS ADB has requested the Service Provider to carry out such services on {enter

basis of contract}2 and on the terms and conditions hereinafter set forth, and in accordance with the Appendices attached hereto, which the Service Provider has agreed to do:

Clause 1. Description of Services. The work to be performed by the Service

Provider under the Contract (such work being hereinafter called the “Services”) is described in the Scope of Services set forth in Appendix A and Bidder’s Quotation in Appendix B.

Clause 2. Maximum Contract Price. Except as otherwise agreed by ADB in

accordance with Clause 6 of the Terms and Conditions, total payment under this Contract shall not exceed {enter amount in words and figures, enter currency of payment}. Net exclusive of {enter tax description3}. ADB is exempt from all taxes including {enter tax description}.

Clause 3. Payments. ADB shall pay to the Service Provider the amounts

claimed for the services, provided such claims are supported by adequate documentation (as specified in this contract and ADB TA Disbursement Handbook). All payments by ADB shall be made to the account(s) of the Service Provider with the following details:

For {enter currency} payments:4

1 To be used for sovereign TAs only. 2 Choices are: Cost plus fee basis; Fixed Price basis; Time-based basis; Lump-sum basis, Percentage basis. 3 Choices are: Value Added Tax, Goods and Services Tax or similar taxes. 4 If more than one currency is used for payments, provide details for every currency. If cross-border funds transfer

applies, provide intermediary Bank account details.

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Account Name: Account Number: Bank Name: Bank Address: SWIFT Code: Intermediary Bank account details:

Clause 4. Outputs/Deliverables/Reports 5 {enter description, timing, submission requirements and other relevant details}.

Clause 5. Personnel. There shall, at all times, be a {enter Job Title/ Position Title}

acceptable to ADB to supervise and coordinate the operations of the Services and to be responsible for liaison between the Service Provider, the Government and ADB.

Clause 6. Facilities and Services Provided by the Government. The Government

shall provide the Service Provider free of charge the services, facilities, equipment, documents and information listed in Appendix C.

CONFORME: {Name of Service Provider} Asian Development Bank6

{full name of authorized signatory} {designation/position}

{full name of authorized signatory} {designation/position}

5 Select as applicable. 6 Refer to Administrative Order 1.03 (Signature of Written Instruments) for appropriate signatory.

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TERMS AND CONDITIONS 1. General

This Contract, including these general terms and conditions, form of contract and any other documents attached hereto, constitute the entire agreement between the parties. 2. Definitions

a. "ADB" means Asian Development Bank. b. The “Service Provider" means the bidder who has been accepted by ADB, and

includes the Service Provider's legal personnel representatives, successors and assignees.

c. "Services" means the services the Service Provider will perform as specified in the

Terms of Reference in Appendix A. d. "Contract" means those several documents listed in the Contract and constituting

the minimum requirements for the execution of the Services by the Service Provider. 3. Acknowledgement and Acceptance of Contract

The Service Provider by signing the Contract and returning it to ADB, signifies acceptance of the Contract and of the terms and conditions governing the Contract. 4. Legal Status of ADB

ADB is a public international financing institution, established by an agreement known as "Agreement Establishing the Asian Development Bank" (hereinafter the "Charter") and has its Headquarters in Metro Manila Philippines. Under the Charter, ADB and its assets, property, income, operation and transactions are exempted from any obligation to pay, withhold or collect any tax or duty.

5. Use of ADB name

The Service Provider shall not use ADB’s name in publicity releases or advertising during

and after the terms of this Contract without the prior written consent of the ADB.

6. Performance of the Services

The Service Provider shall carry out the Services with due diligence and efficiency and shall furnish to the Government and ADB such information related to the Services as the Government, or ADB, may from time to time reasonably request. The Service Provider shall at all times cooperate and coordinate with the Government and ADB, with respect to the provision of the Services.

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7. Intellectual Property Rights Intellectual Property Rights: (a) The Service Provider shall indemnify ADB from and

against any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, demands, costs, expenses and disbursements of whatsoever nature that may be imposed on, incurred by or asserted against, the Client during or in connection with the Services by reason of: (i) infringement or alleged infringement by the Service provider of any patent or other protected right, or (ii) plagiarism or alleged plagiarism by the Service provider.

8. Changes

ADB may make any change in the specifications including additions to or deletions from, the quantities of the Services originally contracted. If any such change affects the Contract Price or time of performance hereunder, an equitable adjustment shall be made by ADB to the amount or to the time of performance by written variation order. 9. Independent Service Provider

Nothing contained in this Contract shall be construed as establishing or creating the

relationship of master and servant, employer and employee or principal and agent between ADB and the Service Provider or his employees or agents or other persons engaged by the Service Provider to perform any of the services. 10. Assignment

Any assignment of this Contract or of any rights hereunder, in whole or in part without the

prior written consent of ADB shall be void.

11. Language All communications and documents related to the Contract shall be in English.

12. Confidentiality

12.1 Except with prior consent of ADB, the Service Provider shall not at any time

communicate to any person or entity any information disclosed to the Service

12.2 Provider for the purposes of the Services or discovered in the course of the Services, nor shall the Service Provider make public any information known as a result of the Services. 13. Integrity Violations

13.1 ADB’s anticorruption policy (1998, as amended to date) and ADB’s Integrity Principles and Guidelines (2015, as amended from time to time) requires observance of the highest standard of ethics during the bidding process and in execution of contracts. In pursuance of this policy, in the context of these Guidelines, ADB defines, for the purposes of this provision, the terms set forth below as follows:

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

(b) “fraudulent practice” means any act or omission, including a misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation;

(c) “coercive practice” means impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party;

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

(e) “obstructive practice” means (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 Office of Anticorruption and Integrity (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 access to information.”

(f) “integrity violation” is any act which violates ADB’s Anticorruption Policy, including (i) to (v) above and the following: abuse, conflict of interest, violation of ADB sanctions, retaliation against whistleblowers or witnesses, and other violations of ADB’s Anticorruption Policy, including failure to adhere to the highest ethical standard.”

13.2 ADB, bidders, manufacturers, or distributors, and the Service Provider shall

observe the highest standard of ethics during the institutional procurement exercises of ADB and implementation of the Contract.

13.3 ADB's Anticorruption Policy requires Service Providers under ADB financed

contracts, as well as their staff to observe the highest ethical standards. Firms, entities and individuals bidding for or participating in ADB's procurement of Services and related goods, including but not limited to, Service Providers and concessionaires, and their respective officers, employees and agents should report to the Office of Anticorruption and Integrity (OAI) suspected acts of fraud or corruption that they come to know during the bidding process and throughout negotiation of execution of a contract.

13.4 Pursuant to its Anticorruption policy, ADB:

(a) will not award a contract to a winning bidder that has directly or indirectly engaged in any corrupt, fraudulent, collusive or coercive practice in competing for the contract in question;

(b) may suspend the procurement process at any stage when there is sufficient evidence to support a finding that an, employee, agent or representative of the bidders, Service Providers and concessionaires has engaged in any corrupt, fraudulent, collusive or coercive practice in competing for, or in executing an ADB-financed contract;

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(c) will sanction a bidder, Service Provider, concessionaire or its successor, if ADS at any time determines that such bidder, Service Provider, concessionaire or its successor has, directly or indirectly, engaged in any corrupt, fraudulent, collusive or coercive practice in competing for, or in executing, any contract for the institutional procurement of services. Sanctions include, but are not limited to, declaring such bidder, Service Provider, concessionaire or its successor 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 ADS of costs associated with investigations and proceedings

(d) 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.

13.5 The Service Provider agrees to be bound by ADB's Anticorruption Policy as

outlined above.

13.6 The Service Provider shall permit ADB to inspect the Service Provider's accounts and records relating to the performance of the Service Provider and to have them audited by auditors appointed by ADB, if so required by ADB. 14. Accounts and Records

14.1. The Service Provider shall keep accurate and systematic accounts and records in respect of the Services in such form and detail as are customary in its profession and are sufficient to establish accurately that the special event costs have been duly incurred. Notwithstanding anything to the contrary stated herein, the Service Provider shall maintain accounts and records, including original receipts, invoices and other supporting documents evidencing payments made by the Service Provider under this Contract, for the period of the Services and for a period no less than 5 years after the expiration or termination of this Contract.

14.2. The Service Provider shall permit duly authorized representatives of ADB, including auditors selected by ADB, to inspect and make an audit of all such documents, accounts and records in connection with payments made in accordance with this Contract, and make copies of such documents, accounts and records if so requested by ADB up to 5 years from the expiration or termination of this Contract. The basic purpose of this audit is to verify payments under this Contract and, in this process, to also verify representations made by the Service Provider in relation to the Contract. The Service Provider shall cooperate with and assist ADB and its authorized representatives in making such audit. In the event the audit discloses that the Service Provider has overcharged ADB, the Service Provider shall immediately reimburse ADS an amount equivalent to the amount overpaid, together with interest on such amount calculated at the then current interest rate for lending by ADB from its ordinary capital resources, payable from the date of such overpayment until the date of reimbursement. If overpayment is a result of the Service Provider having been engaged in what ADB determines to constitute corrupt, fraudulent, collusive or coercive practices, as defined in ADB's Guidelines on the Use of Consultants by Asian Development Bank and its Borrowers (Guidelines), ADB shall, unless ADB decides otherwise, terminate the contract. Such action shall be in addition to any action ADB may take in accordance with the Guidelines to declare the Service Provider ineligible for award of further ADB-financed contracts.

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15. Termination 15.1. ADB may at any time, at its option, terminate this Contract, in whole or in part,

by giving written notice thereof to the Service Provider on the address stated on the face hereof. In the event of such termination, the amount due under the Contract shall be subject to equitable adjustment.

15.2. If the Service Provider becomes insolvent, bankrupt or gives ADB reasonable

evidence of its inability to complete the Services as specified, or fails to correct any non-conformity in the Services or performs in bad faith by willfully not observing the terms and conditions of this Contract, ADB may terminate this Contract in whole or in part. 16. Force Majeure

The Service Provider shall not be liable to ADB for impossibility of performance or delays due to force majeure, provided such impossibility or delay is not due to the Service Provider's failure to take adequate precautions. The term "force majeure" shall mean events beyond the control of either party, which prevent the affected party from performing and fulfilling its obligations under the Contract, and could not have been reasonably anticipated or foreseen, or although foreseen were inevitable, such as acts of war, whether or not war be declared, public disorders, insurrection, riots, sabotage, explosions, violent demonstrations, blockades and other civil disturbances, epidemics, nuclear contamination, landslides, earthquakes, typhoons, volcanic eruption floods, washouts and other natural calamities and acts of God, strikes, lock-outs or other industrial action or equivalent disruption or disturbances, boycotts and embargo or the effects thereof, and any other similar events. 17. Applicable Law

The Law of England and Wales applies to this contract.

18. Settlement of Disputes In the event of Any dispute or difference arising out of this Contract or in connection

therewith which cannot be amicably settled between the parties shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The arbitration shall take place in Manila, Philippines. The resulting award shall be final and binding on the parties and shall be in lieu of any other remedy. Each party shall bear its own costs.

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Appendix A

SCOPE OF SERVICES

1. Background 2. Objective 3. Implementation arrangements 4. Dates, venues and other relevant details 5. Expected outputs/ deliverables/ reports 6. Standards of Conduct

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Appendix B

BIDDER’S QUOTATION7

7 Attach quotation received in response to the Request for Quotation.

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Appendix C

SPECIFIC ASSURANCES OF THE GOVERNMENT {if none, specify “NONE”}