Philippine Bidding Documents

(As Harmonized with World Bank)

Edition 1

Procurement of
Consulting Services

The Government of the Republic of the

Philippines
August 2004
 Preface
These Standard Bidding Documents (SBD) have been prepared by the Government of
the Philippines (GOP) for use by all branches, agencies, departments, bureaus, offices, or
instrumentalities of the Government, including government-owned and/or -controlled
corporations (GOCCs), government financial institutions (GFIs), state universities and
colleges (SUCs), and local government units (LGUs) for the procurement of Consulting
Services through Competitive Bidding. The procedures and practices presented in this
document have been developed through broad experience, and are for mandatory use in
projects that are financed in whole or in part by the GOP or the World Bank in accordance
with the provisions of the latest editions of the Implementing Rules and Regulations of
Republic Act No. 9184. Contracts funded wholly and partly by foreign sources shall follow
the procurement guidelines agreed upon in the Loan or Grant Agreement. The use of this
SBD for contracts financed by World Bank shall be limited to those involving short listing of
national consultants below the established threshold and subject to application of acceptable
provisions as indicated in this SBD and the Loan Agreement.
1.
In order to simplify the preparation of Bidding Documents for each procurement, the
SBD groups the provisions that are intended to be used unchanged in Section II. Instructions
to Consultants (ITC), and in Section IV. General Conditions of Contract (GCC). Data and
provisions specific to each procurement and contract should be included in Section III.
Proposal Data Sheet (PDS); and Section V. Special Conditions of Contract (SCC). The
forms to be used are provided in the attachments.

Care should be taken to check the relevance of the provisions of the SBD against the
requirements of the specific services to be procured. The following general directions should
be observed when using the documents. In addition, each section is prepared with notes
intended only as information for the PROCURING ENTITY or the person drafting the
Bidding Documents. They shall not be included in the final documents, except for the notes
introducing Section VI. Technical Proposal - Standard Forms and Section VII. Financial
Proposal - Standard Forms, where the information is useful for the Consultant.

(a) Specific details, such as the “name of the PROCURING ENTITY” and “address for
proposal submission,” should be furnished in the ITC, in the PDS, and in the SCC.
The final documents should contain neither blank spaces nor options.

(b) Amendments, if any, to the ITC and to the GCC should be made through the PDS
and the SCC, respectively.

(c) Footnotes or notes in italics included in the Invitation, PDS, SCC and this preface are
not part of the text of the document, although they contain instructions that the
PROCURING ENTITY should strictly follow. The final document should contain no
footnotes.

(d) The criteria for evaluation and the various methods of evaluation in the ITC should be
carefully reviewed. Only those that are selected to be used for the procurement in
question should be retained and expanded, as required, in the PDS. The criteria that
are not applicable should be deleted from the PDS.
1
(e) Clauses included in the SCC are illustrative of the provisions that should be drafted
specifically by the PROCURING ENTITY for each procurement.

(f) The forms provided in Section VI. Technical Proposal - Standard Forms and Section
VII. Financial Proposal - Standard Forms should be completed by the Consultants;
the footnotes in these forms should remain, since they contain instructions which the
Consultants should follow.

2
 Table of Contents
Invitation to Apply for Eligibility and to Bid……………………………….……..4
Section I. Letter of Invitation to Bid………………………………………….…....9
Section II. Instructions to Consultants……………………………………….…. 12
Section III. Proposal Data Sheet……………………………………………….….43
Section IV. General Conditions of Contract………………………………….…52
Section V. Special Conditions of Contract………………………………….…..79
Section VI. Technical Proposal - Standard Forms………………………….... 101
Section VII. Financial Proposal - Standard Forms…………………………... 113
Section VIII. Terms of Reference…………………………………………….….120
Section IX. Financial Negotiations……………………………………………… 121

3
Invitation to Apply for Eligibility and to Bid

Notes on the Invitation to Apply for Eligibility and to Bid

Unlike the Invitations for goods, the Invitation to Apply for Eligibility and to Bid for
consulting services is a call for letter of intent 1. In accordance with the IRR Part A of R.A.
9184 (Section 21) it should include a general statement on the criteria to be used by the
PROCURING ENTITY for the eligibility check, the short listing of prospective Bidders, the
examination and evaluation of Bids, and post-qualification.

The Invitation shall be:

(a) Advertised at least twice within a maximum period fourteen (14) calendar days, with
a minimum period of six (6) calendar days in between publications, in at least one (1)
newspaper of general nationwide circulation which has been regularly published for at
least two (2) years before the date of issue of the advertisement;

(b) Posted continuously in the website of the PROCURING ENTITY concerned, if

available, the website of the PROCURING ENTITY’s service provider, if any, and
the Government Electronic Procurement System (G-EPS) during the maximum period
of fourteen (14) calendar days stated above;

(c) Posted at any conspicuous place reserved for this purpose in the premises of the
PROCURING ENTITY concerned, as certified by the head of the BAC Secretariat of
the PROCURING ENTITY concerned, for a period of fourteen (14) calendar days,
from the date of first posting/advertisement;

(d) Shall specify the set of criteria and rating system for short listing of Consultants to be
used for the particular contract to be Bid, which shall consider the following, among
others:

i. Applicable experience of the Consultant and associates in case of joint

ventures (JV), considering both the overall experiences of the firm and the
individual experiences of the principal and key staff including the times when
employed by other Consultants;
ii. Qualification of personnel who may be assigned to the job vis-à-vis extent and
complexity of the undertaking; and
iii. Current workload relative to capacity;

(e) Specify the evaluation procedure, i.e., QBE or QCBE; if QCBE, the weights to be
allocated for Technical and Financial Proposals; and the number of firms to be
shortlisted;

1 Replace all instances of the term "letter of intent" with "expression of interest ", except when the term is used
in a provision solely for GOP funded projects.
4
 (f) The Bidding Document is to be issued simultaneously to all short listed firms;

(g) Specify the period of availability of Bidding Documents, the deadline for submission
of LOI together with the application for eligibility/prequalification, and the deadline
for submission of proposals from the shortlisted firms; and

(h) In the case of WB funding, sent to all who have expressed an interest in undertaking
the services as a result of any General Procurement Notice issued.

In addition, the Invitation may also be sent to all heads of associations of Consultants within
the area.

The Invitation provides information that enables potential Bidders to decide whether or not to
participate in the procurement at hand.

5
 Invitation to Apply for Eligibility and to Bid 1

Republic of the Philippines

[Insert name of Project]

[Insert Brief Description of Services]

Loan [Credit] No. 2

1. If the Funding Source is WB, state the following (If the Funding Source is wholly
GOP, delete this provision):

This Invitation for Bids follows the General Procurement Notice for this project that
appeared in Development Business, issue no. [insert number] of [insert date]

2. Select one of the two following paragraphs, deleting the other depending on the
Funding Source.

If the Funding Source is wholly GOP:

The [insert name of PROCURING ENTITY], through the [insert source of funding and
year]3 intends to apply the sum of [insert the approved budget for contract] being the
Approved Budget for the Contract (ABC) to payments under the contract for [insert
name/no. of contract]. Bids received in excess of the ABC shall be automatically
rejected at opening of the financial proposals.

Or, if the Funding Source is WB:

The GOP [has received/has applied for/intends to apply for] a [loan/credit/Grant] from
the [insert name of Funding Source] toward the cost of [insert name of project], and it
intends to apply part or whole of the proceeds of this [loan/credit], together with the
GOP counterpart, to payments under the contract for [insert name/no. of contract].

1 For World Bank financed contract, "Invitation to Apply for Eligibility and to Bid" is termed as "Request for
Expression of Interest".

2 Applicable only for projects funded by WB.

3In the case of National Government Agencies, the General Appropriations Act and/or continuing
appropriations; in the case of Government Owned or Controlled Corporations (GOCCs), Government
Financial Institutions (GFIs), and State Universities and Colleges (SUCs), the Corporate Budget for the
contract approved by the governing Boards; in the case of Local Government Units (LGUs), the Budget for the
contract approved by the respective Sanggunian. (Section 5(a), R.A. 9184)
6
 3. Select one of the following two paragraphs, depending on the Funding Source:

If the Funding Source is WB:

The [insert name of PROCURING ENTITY] now invites expressions of interest from
eligible Bidders for [insert brief description of services to be procured]1. Completion of
the services is required by [insert the required delivery date or expected contract
duration].

Or, if the Funding Source is wholly GOP:

The [insert name of the PROCURING ENTITY] now invites letters of intent from
potential Bidders to apply for eligibility and short listing for [insert brief description of
services to be procured]. Applications for eligibility will be evaluated on a Pass/Fail
basis. The deadline for submission of eligibility documents shall be on or before [insert
date]. Only those Consultants that are short-listed will be entitled to purchase the
Bidding Documents. Completion of the project is required by [insert the expected
contract duration].

4. The BAC shall draw up the short list of Consultants from those who have been
determined as eligible, and who have submitted their expressions of interest, both in
accordance with the provisions of the Implementing Rules and Regulations (IRR) Part
A of Republic Act 9184 (R.A. 9184). The number of short list of Consultants shall
consist of [insert number of shortlist allowed]2 Consultants. The criteria and rating
system for short listing of Consultants is:

[Insert here the criteria and rating system for the short listing]

5. Bidding will be conducted through open competitive bidding procedures as specified in

the IRR Part A of R.A. 9184, otherwise known as the Government Procurement Reform
Act, and is restricted unless otherwise stated to organizations with at least a sixty
percent (60%) interest belonging to citizens of the Philippines. In accordance with IRR
Part A of R.A 9184, only Proposals from short listed Consultants will be opened. The
process for the eligibility check is described in the Bidding Document, Instructions to
Consultants. In accordance with the IRR Part A of R.A. 9184 a contract will only be
awarded to the Highest Rated and Responsive Bidder who was determined as such
during post-qualification.

The PROCURING ENTITY shall evaluate the proposals from the shortlisted firms
using the [QBE/QCBE] procedure. In case QCBE is used, the PROCURING ENTITY

1 A brief description of the type(s) of services should be provided, including scope, location of project, and
other information necessary to enable potential bidders to decide whether or not to respond to the invitation.

2 For World Bank financed contract, the short list should be six (6) Consultants.
7
 shall indicate the weights to be allocated for the Technical and Financial Proposals The
criteria and rating system for the evaluation of proposals are:

[Insert here the criteria and rating system for the evaluation of proposals]

6. Interested eligible Bidders may obtain further information from [insert name of the
PROCURING ENTITY] at the address given below from [insert office hours].

7. Letter of Intent/Expressions of interest must be delivered by hand, through mail, or

facsimile to the address below at or before [insert time and date].

8. The [insert name of the PROCURING ENTITY] reserves the right to accept or reject
any Bid, and to annul the bidding process and reject all Bids at any time prior to
contract award, without thereby incurring any liability to the affected Bidder or
Bidders.

[Insert name of office]

[Insert name of officer]
[Insert postal address] and/or [Insert street address]
[Insert telephone number, indicate city code]
[Insert contact’s email address]
[Insert facsimile number]
[Insert website address, if applicable]

8
 Section I. Letter of Invitation to Bid

[Insert Location and Date]

Dear [Insert Name of Consultant]:

1. The [insert name of PROCURING ENTITY] (hereinafter called PROCURING

ENTITY) has applied for or received financing (hereinafter called “funds”) from
[insert name of Funding Source] and in the amount indicated in the Proposal Data
Sheet (PDS) (hereinafter called the “Funding Source”) toward the cost of [insert
name of project]. The PROCURING ENTITY intends to apply a portion of the funds
to eligible payments under the contract for [insert name of contract] for which this
Request for Proposals (RFP) is issued.

2. The Consultant to be selected and employed in accordance with the Funding Source’s
procedures stipulated in the PDS.

3. The PROCURING ENTITY now invites proposals to provide the following

Consulting Services: [insert short description of objectives and scope of the
assignment]. More details on the services are provided in the attached Terms of
Reference (TOR).

4. A firm shall be selected under [insert Selection Method] and procedures described in
this RFP.

5. The RFP has been addressed to the following short listed Consultants:

[Insert List of Short listed Consultants]

6. It is not permissible for you to transfer this invitation to any other consulting firm.

7. The RFP includes the following documents:

Section I. Letter of Invitation to Bid

Section II. Instructions to Consultants
Section III. Proposal Data Sheet
Section IV. General Conditions of Contract
Section V. Special Conditions of Contract
Section VI. Technical Proposal - Standard Forms
Section VII. Financial Proposal - Standard Forms
Section VIII. Terms of Reference
Section IX Financial Negotiations

8. If a Consultant considers that it does not have all the expertise for the assignment, it
may obtain a full range of expertise by associating with individual Consultant(s)
and/or other Consultants or entities in a JV or sub-consultancy, as appropriate.
9
 Consultants may associate with the other Consultants invited for this assignment only
with approval of the PROCURING ENTITY.

Foreign Consultants shall seek the participation of local Consultants by entering into a
JV with, or subcontracting part of the assignment to, national Consultants.

All invited Consultants, irrespective of the short listing process, and those proposed
by invited Consultants as a JV partner or Sub-Consultant must meet the eligibility
requirements described in the PDS.

Sub-Consultants may only participate in the proposal of one short listed firm.

9. If GOP-funded, the shortlisted Consultants shall be required to post a bid security, in

the form stipulated in the PDS.

10.1 You are requested to acknowledge receipt of this letter of invitation within five
calendar days of receipt to the undersigned by facsimile to [insert facsimile number]
with clear indication whether you intend to submit a proposal.

Yours sincerely,

[Insert Signature, name, and title of the PROCURING

ENTITY’s representative]

10
 Request for Consulting Services

Republic of the Philippines

[Insert name of Project]

[Insert Brief Description of Services]

Loan [Credit] No .
1

1 If applicable
11
Section II. Instructions to Consultants

Table of Contents

1. Introduction...................................................................................13
2. Conflict of Interest........................................................................14
3. Corrupt and Fraudulent Practices...............................................16
4. Eligible Consultants......................................................................18
5. Eligibility Check............................................................................20
6. Short listing of Consultants.........................................................23
7. Only One Proposal........................................................................24
8. Bid Security...................................................................................24
9. Proposal Validity...........................................................................24
10. Associated Goods.........................................................................24
11. Clarifications and Amendments to RFP Documents................24
12. Approved Budget for the Contract..............................................25
13. Preparation of the Proposal.........................................................25
14. Technical Proposal.......................................................................25
15. The Technical Proposal Format..................................................28
16. The Financial Proposal.................................................................29
17. Taxes and Duties...........................................................................31
18. Currency.........................................................................................31
19. Submission, Receipt, and Opening of Proposals and Bid
Evaluation of Short Listed Consultants.....................................31
20. Technical Proposal Evaluation....................................................34
21. Opening of Financial Proposals..................................................35
22. Evaluation of Financial Proposals, Quality Cost Based
Evaluation......................................................................................36
23. Evaluation of Financial Proposals Based on Fixed Budget
Selection (applicable to World Bank projects only)..................37
24. Negotiations...................................................................................37
25. Confidentiality...............................................................................39
26. Post-Qualification.........................................................................39
27. Contacting the PROCURING ENTITY..........................................40
28. Award of Contract.........................................................................40
29. PROCURING ENTITY’s Right to Reject Bids, Declare a Failure
of Bidding, and not to Award the Contract................................40
30. Signing of the Contract................................................................41
31. Performance Security...................................................................41
32. Notice to Proceed..........................................................................42

12
1. Introduction
1.1. The PROCURING ENTITY named in the Proposal Data Sheet (PDS)
shall select a firm heretofore referred to as the Consultant from among
those listed in the Letter of Invitation, in accordance with the method of
selection specified in the PDS and detailed in the edition of the Funding
Source’s procedures indicated in PDS.

1.2. Consultants are invited to submit a Technical Proposal and a Financial

Proposal, unless otherwise specified in the PDS for Consulting Services
required for the assignment named in the PDS. The proposal shall be the
basis for contract negotiations and ultimately for a signed contract with the
selected Consultant.

1.3. If the PDS indicates that the assignment will be completed in phases, each
phase must be completed to the PROCURING ENTITY’s satisfaction
prior to the commencement of the next phase.

1.4. The Consultants must familiarize themselves with local conditions and
take them into account in preparing their proposals. To obtain firsthand
information on the assignment and on the local conditions, Consultants are
encouraged to visit the PROCURING ENTITY before submitting a
proposal and to attend a Pre-Bid Conference specified in the PDS.
Attending the Pre-Bid Conference is optional. The Consultants’
authorized representative should contact the official(s) named in the PDS
to arrange for their visit or to obtain additional information on the Pre-Bid
Conference. Consultants should ensure that these official(s) are advised of
the visit in adequate time to allow them to make appropriate arrangements.

1.5. The Consultants’ costs of preparing the proposal and of negotiating the
contract, including a visit to the PROCURING ENTITY, are not
reimbursable as a direct cost of the assignment.

1.6. The PROCURING ENTITY is not bound to accept any proposal and
reserves the right to annul the selection process at any time prior to
contract award, without thereby incurring any liability to the Consultants.

1.7. In preparing the Technical Proposal, Consultants are expected to examine

the documents constituting this Request for Proposal (RFP) in detail.
Material deficiencies in providing the information requested may result in
rejection of a proposal.

1.8. Consultants shall not be under a declaration of ineligibility for corrupt and
fraudulent practices issued by the Funding Source in accordance with ITC
Clause (d).

13
 1.9. Unless otherwise indicated in the PDS, Consultants shall furnish
information as described in the Financial Proposal submission FPF 1. on
commissions and gratuities, if any, paid or to be paid to agents relating to
this proposal, and to execute the work if the firm is awarded the contract.

2. Conflict of Interest
2.1. The GOP’s policy requires that Consultants provide professional,
objective, and impartial advice and at all times hold the PROCURING
ENTITY’s interests paramount, without any consideration for future work,
and strictly avoid conflict with other assignments or their own corporate
interests. Consultants shall not be hired for any assignment that would be
in conflict with their prior or current obligations to other PROCURING
ENTITIES, or that may place them in a position of not being able to carry
out the assignment in the best interest of the PROCURING ENTITY.
Without limitation on the generality of this rule, Consultants shall not be
hired under the circumstances set forth below:

i. If a Consultant combines the function of consulting with those of

contracting and/or supply of equipment; or

ii. If a Consultant is associated with or affiliated to a contractor or

manufacturer; or

iii. If a Consultant is owned by a contractor or a manufacturing firm

with departments or design offices offering services as Consultants.
The Consultant should include relevant information on such
relationships along with a statement in the Technical Proposal cover
letter to the effect that the Consultant shall limit its role to that of a
Consultant and disqualify itself and its associates from work, in any
other capacity or any future project within the next two years, that
may emerge from this assignment (including bidding or any part of
the future project). The contract with the Consultant selected to
undertake this assignment shall contain an appropriate provision to
such effect; or

iv. If there is a conflict among consulting assignments, the Consultant

(including its Personnel and Sub-Consultants) and any subsidiaries
or entities controlled by such Consultant shall not be recruited for the
relevant assignment. The duties of the Consultant depend on the
circumstances of each case. While continuity of Consulting Services
may be appropriate in particular situations if no conflict exists, a
Consultant cannot be recruited to carry out an assignment that, by its
nature, shall result in conflict with another assignment of such
Consultant. For example, a Consultant engaged to prepare
engineering design for an infrastructure project shall not be recruited
14
 to prepare an independent environmental assessment for the same
project; similarly, a Consultant assisting a PROCURING ENTITY in
privatization of public assets shall not purchase, nor advise
purchasers of, such assets or a Consultant hired to prepare Terms of
Reference (TOR) for an assignment shall not be recruited for the
assignment in question.

2.2. All Technical Proposals shall be accompanied by a sworn affidavit of the

Consultant that he or she or any officer of their corporation is not related
to the Head of the PROCURING ENTITY or any member of the
PROCURING ENTITY’s BAC, members of the Technical Working
Group (TWG), BAC Secretariat, members of the Project Management
Office (PMO), and the designers of the project by consanguinity or
affinity up to the third civil degree. Failure to comply with the
requirement shall be a ground for the automatic disqualification of the Bid.
A sample of the affidavit can be found at TPF 9.. The affidavit shall apply
as follows:

a) If the Consultant is an individual or sole proprietorship, then to

himself;

b) If the Consultant is a partnership, then to all its officers and members;

c) If the Consultant is a corporation, then to all its officers, directors and

controlling stockholders; or

d) If the Consultant is a JV, then to all the members of the JV.

Relationship of the nature described above or a failure to comply with the

provisions of this Clause will result in the rejection of a Consultants’
Proposal.

2.3. Subject to the provisions of this Clause any previous or ongoing

participation in relation to the assignment by the firm, its professional
staff, or its affiliates or associates under a contract with the Funding
Source or the PROCURING ENTITY may result in rejection of the
proposal. Consultants should clarify their situation in that respect with the
PROCURING ENTITY before preparing the proposal.

2.4. Failure by a Consultant to fully disclose potential conflict of interest at the

time of proposal submission, or at a later date in the event that the
potential conflict arises after such date, shall result in the PROCURING
ENTITY and or the Funding Source seeking the imposition of the
maximum administrative, civil and criminal penalties up to and including
imprisonment.

15
 2.5. Contracting officials and employees of the Government is discouraged,
and is subject to existing rules and regulations of the Civil Service
Commission (CSC), such as CSC Resolution 021264.

2.6 Unfair Competitive Advantage. Fairness and transparency in the selection

process require that Consultants or their affiliates competing for a specific
assignment do not derive a competitive advantage from having provided
consulting services related to the assignment in question. To the end, the
PROCURING ENTITY shall make available to all the short-listed
Consultants together with the request for proposals all information that
would in that respect give a Consultant a competitive advantage.

3. Corrupt and Fraudulent Practices

3.1 It is the policy of the Funding Source to require that PROCURING
ENTITIES, as well as Consultants to observe the highest standard of
ethics during the selection and execution of such contracts. In pursuance
of this policy, the Funding Source:

(a) defines, for the purposes of this provision, the terms set forth
below as follows:

(i) “corrupt practice” means the offering, giving, receiving, or

soliciting of anything of value to influence the action of a
public official in the selection process or in contract
execution; entering, on behalf of the Government, into any
contract or transaction manifestly and grossly
disadvantageous to the same, whether or not the public
officer profited or will profit thereby.

(ii) “fraudulent practice” means a misrepresentation of facts in

order to influence a selection process or the execution of a
contract to the detriment of the PROCURING ENTITY, and
includes collusive practices among Consultants (prior to or
after submission of proposals) designed to establish prices at
artificial, non-competitive levels and to deprive the
PROCURING ENTITY of the benefits of free and open
competition.

(iii) “collusive practice” means a scheme or arrangement between

two or more Bidders, with or without the knowledge of the
PROCURING ENTITY, designed to establish Bid prices at
artificial, non-competitive levels;.

(iv) “coercive practice” means harming or threatening to harm,

directly or indirectly, persons, or their property to influence
16
 their participation in a procurement process, or affect the
execution of a contract.

(b) shall reject a proposal for award if it determines that the firm
recommended for award has engaged in corrupt or fraudulent
activities in competing for the contract in question;

(c) may cancel the funds allocated to the Consultant’s contract if it at

any time determines that corrupt or fraudulent practices were
engaged in by representatives of the PROCURING ENTITY
during the selection process or the execution of that contract,
without the PROCURING ENTITY having taken timely and
appropriate action satisfactory to the Funding Source to remedy the
situation; and

(d) shall declare a Consultant ineligible, either indefinitely or for a

stated period of time, to be awarded a contract funded in whole or
part by the Funding Source if it at any time determines that the
firm has engaged in corrupt or fraudulent practices in competing
for, or in executing, a contract funded by the Funding Source.

3.2. Consultants should take note of the Funding Source’s and PROCURING
ENTITY’s right to audit and inspect all records relating to the preparation of
proposals and the execution of any resultant contract as described in the GCC
Clause 50.. The Funding Source’s and PROCURING ENTITY’s right extends
not only to those Consultants that are awarded a contract as a result of this
RFP but all those that submit a proposal. Consultants are required to
acknowledge this right and submit as indicated on proposal submission forms
TPF 1. and FPF 1. that are to be submitted as parts of their Technical and
Financial Proposals respectively.

3.3. The determination that a firm has engaged in corrupt or fraudulent practices
shall result in the PROCURING ENTITY and or the Funding Source seeking
the imposition of the maximum administrative, civil and criminal penalties
including imprisonment, as provided under existing laws and rules, such as
Republic Act 3019 (Anti-Graft and Corrupt Practices Act) and R.A. 9184.

3.4. The PROCURING ENTITY shall not finance expenditures if the Consultants
have been selected through fraudulent means or when the terms and conditions
of the contract are not satisfactory to the PROCURING ENTITY. In such cases,
the PROCURING ENTITY will declare misprocurement and cancel that
portion of the Loan or Grant allocated to the services that have been
misprocured.

17
4. Eligible Consultants
4.1 Unless otherwise provided in the PDS, eligible Consultants are:

1. A Filipino Consultant. A Filipino Consultant may be an individual,

sole proprietorship, partnership, corporation or a JV satisfying the
definition of a Consultant under the IRR Part A of R.A. 9184 and the
following requirements:

a) Individual –

Must be a citizen of the Philippines; and

When the types and fields of Consulting Services in which he

wishes to engage involve professions regulated by the laws of the
Philippines, he must be a registered professional authorized by the
appropriate regulatory body to practice those professions and allied
professions.

b) Sole Proprietorship –

The owner of the sole proprietorship must be a citizen of the

Philippines;

The sole proprietorship firm must be registered with and

authorized by the Bureau of Domestic Trade; and

When the types and fields of Consulting Services in which the sole
proprietorship wishes to engage involve professions regulated by
laws of the Philippines, the owner and key staff of the sole
proprietorship must be registered professionals authorized by the
appropriate regulatory body to practice those professions and allied
professions.

c) Partnership –

At least sixty (60%) of the partnership’s interest must be owned by

citizens of the Philippines;

The partnership firm must be registered with and authorized by the

SEC to engage in the particular type of consulting service/s; and

When the types and fields of Consulting Services in which the

partnership firm wishes to engage involve professions regulated by
laws of the Philippines, all the partners of the professional
18
 partnership firm and those who shall actually perform the services
shall be registered professionals authorized by the appropriate
regulatory body to practice those professions and allied
professions.

d) Corporation –

At least sixty percent (60%) of the outstanding capital stock must

be owned by citizens of the Philippines;

The corporation must be registered with and authorized by the SEC

and whose primary purpose is to engage in the particular type of
consulting service/s involved; and

When the types and fields of Consulting Services in which the

corporation wishes to engage involve the practice of professions
regulated by law, all the stockholders and directors of the
corporation and those who will actually perform the services shall
be Filipino citizens and registered professionals authorized by the
appropriate regulatory body to practice the said professions and
allied professions, provided, however, that the relevant laws allow
corporations to engage in the said services.

e) Joint Venture –

JVs among Filipino Consultants and among Filipino and foreign

Consultants may be allowed if such results in better quality of
consultancy subject to pertinent laws and the relevant provisions of
this IRR. The JV shall be jointly and severally responsible for the
obligations and the civil liabilities arising from the Consulting
Services, provided that Filipino ownership or interest thereof shall
be at least sixty percent (60%). However, when the types and
fields of Consulting Services in which the JV wishes to engage
involve the practice of professions regulated by law, all members
of the JV, and all the partners or stockholders and directors of each
member, as well as all those who will actually perform the services
shall be Filipino citizens and registered professionals authorized by
the appropriate regulatory body to practice those professions and
allied professions. For this purpose, Filipino ownership or interest
shall be based on the contributions of each of the members of the
JV as specified in their JVA.

2. A Foreign Consultant. A foreign Consultant may be an individual,

sole proprietorship, partnership, corporation or JV satisfying the
definition of a Consultant under this ITC, but not meeting the
citizenship, ownership, interest and/or registration/authorization
19
 requirements for a Filipino Consultant under this ITC. To qualify for
hiring for Consulting Services, the foreign Consultant must satisfy the
following minimum requirements:

a) The foreign Consultant must be registered with the SEC and/or any
agency authorized by the laws of the Philippines; and

b) When the types and fields of Consulting Services in which the

foreign Consultant wishes to engage involve the practice of
regulated professions, the foreign Consultant must be authorized
by the appropriate Philippine Government professional regulatory
body to engage in the practice of those professions and allied
professions: Provided, however, That the limits of such authority
shall be strictly observed.

5. Eligibility Check
5.1. Prospective Bidders shall submit the following Eligibility Requirements,
unless otherwise stated in the PDS:

Class "A" Documents

(a) Department of Trade and Industry (DTI) business name

registration or Securities and Exchange Commission (SEC)
registration certificate, whichever may be appropriate under
existing laws of the Philippines;
(b) Valid and current Mayor’s permit/municipal license;
(c) Taxpayer’s Identification Number;
(d) Statement of the prospective Bidder that it is not “blacklisted” or
barred from Bidding by the Government or any of its agencies,
offices, corporations or LGUs, including non-inclusion in the
Consolidated Blacklisting Report issued by the GOP;
(e) Other appropriate licenses as may be required by the
PROCURING ENTITY concerned;
(f) Statement of the prospective Bidder of all its ongoing and
completed government and private contracts within the relevant
period pursuant to ITC Clause 5.2, where applicable, including
contracts awarded but not yet started, if any. The statement shall
state for each contract whether it is ongoing, completed or awarded
but not yet started. The statement shall include, for each contract,
the following:

(i) the name and location of the contract;

20
 (ii) date of award of the contract;
(iii) type of consulting services;
(iv) amount of contract;
(v) contract duration;
(vi) certificate of satisfactory completion issued by the client, in
the case of a completed contract

(g) The types and number of equipment that the Consultant owns, has
under lease, and/or has under purchase agreements, if any;
(h) If the consultant is a juridical entity, the consultant’s statement:

h.1. Of the kinds and number of its ownership and key staff,
partners or principal officers, as the case may be, as well as
their respective curriculum vitae;

h.2. That, when the types and fields of consulting services in which
the entity wishes to engage involve professions regulated by
the laws of the Philippines, the owner and key staff, and all
the partners of the professional partnership firm, as the case
may be, and those who will actually perform the service, are
registered professionals authorized by the appropriate
regulatory body to practice those professions and allied
professions; and

h.3. On the prospective bidder’s technical competence, experience

and staff capabilities.

(i) If the consultant is an individual, the consultant’s statement:

i.1. Of his citizenship; and

i.2. When the types and fields of consulting services in which he

wishes to engage involve professions regulated by the laws of
the Philippines, he is a registered professional authorized by
the appropriate regulatory body to practice those professions
and allied professions.
(j) The prospective Bidder’s audited financial statements, stamped
“received” by the Bureau of Internal Revenue (BIR) or its duly
accredited and authorized institutions, for the immediately
preceding calendar year, showing, among others, the prospective
Bidder’s total and current assets and liabilities;
Class "B" Documents
(l) A valid Joint Venture Agreement (JVA);
21
 (m) A letter authorizing the BAC or its duly authorized representative/s
to verify all of the documents submitted; and
(n) Any other document listed in the PDS.

5.2. If a bidder has previously secured a Certification from the PROCURING

ENTITY to the effect that it has previously submitted the above-
enumerated Class “A” documents, the said Certification may be submitted
in lieu of the requirements enumerated in ITC clause 4.1 (a to j).

5.3. Unless otherwise indicated in the PDS, in case of a prospective foreign

Bidder, if eligible as described in ITC clause 5.1, the eligibility
requirements described in ITC clause 5.1 may be substituted with the
appropriate equivalent documents issued in the prospective Bidder’s home
country, such documents must be duly acknowledged or authenticated by
the appropriate Philippine Consulate therein.

5.4. To be considered eligible, a Bidder must meet the minimum qualifying

criteria indicated in the PDS. Subject to the short listing of Consultants as
provided in ITC Clause 6, only eligible Consultant may participate in the
Bidding and subsequently awarded the Contract being Bid out if his Bid is
found to be responsive in accordance with ITC Clause 26. The BAC of
the PROCURING ENTITY shall determine if each Consultant is eligible
to participate in the Bidding by examining each consultant’s eligibility
requirements or statements against a checklist of requirements, using a
non-discretionary “pass/fail” criteria, as stated in the Invitation to Apply
for Eligibility and to Bid and the ITC, and shall be determined as either
“eligible” or “ineligible.” If a consultant submits the specific eligibility
document required, he shall be rated “passed” for that particular
requirement. In this regard, failure to submit a requirement, or an
incomplete or patently insufficient submission, shall be considered
“failed” for the particular eligibility requirement concerned. If a consultant
is rated “passed” for all the eligibility requirements, he shall be considered
eligible to participate in a bidding, and the BAC shall mark the set of
eligibility documents of the consultant concerned as “eligible.” If a
consultant is rated “failed” in any of the eligibility requirements, he shall
be considered ineligible to participate in Bidding, and the BAC shall mark
the set of eligibility documents of the consultant concerned as “ineligible.”
In either case, the markings shall be countersigned by the BAC
chairperson or duly designated authority.

5.5. The Bidder’s authorized signatory must certify all copy documents as true
and correct copies of the original document(s). Bidders must follow the
format and sequence set out above. Should a Bidder fail to do so the
PROCURING ENTITY will accept no liability for the rejection of a
Bidders Bid.

22
 5.6. Only Bids from eligible Bidders shall be opened and considered for award
of Contract. These eligible Bidders, whether single entities or JVs, should
submit with their Bids, information updating their original eligibility
applications or, alternatively, confirm in their Bids that the originally-
submitted information remains correct as of the date of Bid submission.
The update or confirmation should be provided in Section IX Forms and
Qualification Information.

6. Short listing of Consultants

6.1 PROCURING ENTITY shall only consider for short listing those
consultants whose submitted contracts, as stated in the eligibility
documents submitted for registration, are similar in nature and complexity
to the contract to be bid, based on the Invitation to Apply for Eligibility
and to Bid.

6.2 The BAC of the PROCURING ENTITY shall draw up the short list of
consultants from those who have been determined as eligible, and who
have submitted their LOI, both in accordance with the provisions of this
IRR-A. Unless otherwise indicated in the PDS, the number of short list of
consultants, which shall be determined in the pre-procurement conference,
shall consist of three (3) to seven (7) consultants, with five (5) as the
preferable number. Should less than the required number apply for
eligibility and short listing, pass the eligibility check, and/or pass the
minimum score required in the short listing, the BAC shall consider the
same.

6.3 The BAC shall specify in the Invitation to Apply for Eligibility and to Bid
the set of criteria and rating system for short listing of consultants to be
used for the particular contract to be bid, which shall consider the
following, among others:

a) Applicable experience of the consultant and associates in case of

joint ventures, considering both the overall experiences of the firm
and the individual experiences of the principal and key staff
including the times when employed by other consultants;

b) Qualification of personnel who may be assigned to the job vis-à-

vis extent and complexity of the undertaking; and

c) Current workload relative to capacity.

6.4 The BAC of the PROCURING ENTITY shall recommend the short list of
consultants to the head of the procuring entity for consideration and

23
 approval. The entire process of eligibility check and short listing shall not
exceed thirty (30) calendar days.

7. Only One Proposal

7.1 A Short listed Consultant shall submit only one Proposal and shall not
associate with any other firm.

8. Bid Security
8.1. If so indicated in the PDS, the Consultants must provide a Bid security in
the form and amount indicated in the PDS. If a Bid Security is required, it
shall form part of the supporting document of a Consultant’s Technical
Proposal.

8.2. If a Bid Security is required, any proposal not accompanied by an

acceptable Bid Security shall be rejected by the PROCURING ENTITY.

9. Proposal Validity
9.1 The PDS indicates how long the proposals must remain valid after the
submission date. During this period, the Consultant is expected to keep
available the professional staff proposed for the assignment. The
PROCURING ENTITY shall make its best effort to complete negotiations
within this period. If the PROCURING ENTITY wishes to extend the
validity period of the proposals, the Consultants who do not agree have the
right not to extend the validity of their proposals.

10. Associated Goods

10.1. The PROCURING ENTITY places no restriction on the origin of goods as
specified in the PDS.

11.Clarifications and Amendments to RFP Documents

11.1. Consultants may request for clarification(s) on any part of the Bidding
Documents or for an interpretation. Such a request must be in writing and
submitted to the PROCURING ENTITY at the address indicated in the
PDS at least ten (10) calendar days before the deadline set for the
submission and receipt of Bids. The PROCURING ENTITY shall
respond to the said request by issuing a Supplemental/Bid Bulletin, to be
made available to all those who have properly secured the Bidding
24
 Documents from the PROCURING ENTITY, at least seven (7) calendar
days before the deadline for the submission and receipt of Bids. It shall be
the responsibility of all those who have properly secured the Bidding
Documents to inquire and secure Supplemental/Bid Bulletins that may be
issued by the PROCURING ENTITY.

11.2. Supplemental/Bid Bulletins may be issued upon the PROCURING

ENTITY’s initiative for purposes of clarifying or modifying any provision
of the Bidding Documents not later than seven (7) calendar days before
the deadline for the submission and receipt of Bids. It is the responsibility
of the PROCURING ENTITY to notify in writing and through posting in
the website of the PROCURING ENTITY and the Government Electronic
Procurement System (G-EPS) the said documents to all those who have
properly secured the Bidding Documents. Any modification to the
Bidding Documents shall be identified as an amendment. Bidders who
have submitted Bids before the issuance of the Supplemental/Bid Bulletin
must be informed and allowed to modify or withdraw their Bids, but not
later than the deadline for receipt of Bids.

12.Approved Budget for the Contract

12.1 For all methods of selection, the approved budget for the contract is given
in the PDS, and the Financial Proposal, if so indicated in the PDS, shall
not exceed this budget.

13.Preparation of the Proposal

13.1 A Consultant’s Proposal (the Proposal) shall consist of two (2)
components:

(i) the Technical Proposal, and

(ii) the Financial Proposal.

13.2 The Proposal, as well as all related correspondence exchanged by the

Consultants and the PROCURING ENTITY, shall be in English. All
reports prepared by the contracted Consultant shall also be in English.

14.Technical Proposal
14.1 While preparing the Technical Proposal, Consultants must give particular
attention to the following:

25
a) The Technical Proposal shall not include any financial information and
any Technical Proposal containing financial information shall be
declared non-responsive.

b) For assignments on a staff-time basis, the estimated number of

professional staff-months is given in the PDS. The proposal shall,
however, be based on the number of professional staff-months
estimated by the firm.

c) Proposed professional staff must, at a minimum, have the experience

indicated in the PDS, preferably working under conditions similar to
those prevailing in the Philippines.

d) Alternative professional staff shall not be proposed, and only one

curriculum vitae (CV) may be submitted for each position.

e) The Technical Proposal shall contain the information in paragraphs

(e.1) and (e.2 ) below:

(e.1) information indicated in the following paragraphs from (i) to (xiii)

following the formats described in Section VI. Technical Proposal -
Standard Forms. Such information must be provided by thetConsultant
and each associate.

(i) A brief description of the organization and outline of recent

experience of the Consultant and each associate on assignments
of a similar and related nature is required in form TPF 2.,
Firm’s References. For each assignment, the outline should
indicate inter alia, the assignment, contract amount and the
Consultant’s involvement. Information should be provided
only for those assignments for which the Consultant was
legally contracted by theyPROCURING ENTITY as a
corporate entity or as one of the major participating consulting
firms within an association. Assignments completed by
individual experts working privately or through other
consulting firms cannot be claimed as the experience of
thetConsultant, or that of thetConsultant’s associate(s), but can
be claimed by the individuals themselves in their CVs.
Consultants should be prepared to substantiate the claimed
experience if so requested by theyPROCURING ENTITY.

(ii) A concise, complete, and logical description of how the

Consultant’s team shall carry out the services to meet all
requirements of the TOR.

26
(iii) A work plan showing in graphical format (bar chart) the timing
of major activities, anticipated coordination meetings, and
deliverables such as reports required under the TOR.

(iv) A Time Schedule (Form TPF 7. (Time Schedule for

Professional Personnel) indicating clearly the estimated
duration in terms of person-months (shown separately for work
in the field and in the home office) and the proposed timing of
each input for each nominated expert, including domestic
experts (if required) using the format shown. The schedule
shall also indicate when experts are working in the project
office and when they are working at locations away from the
project office.

(v) An organization chart indicating relationships amongst the

Consultant and any associate(s), the PROCURING ENTITY,
the Funding Source and the GOP, and other parties or
stakeholders, if any, involved in the assignment.

(vi) Comments, if any, on the TOR (Form TPF 3. Comments and

Suggestions of Consultants on the Terms of Reference and on
Data, Services, and Facilities to be Provided by the ) to
improve performance in carrying out the assignment.
Innovativeness shall be appreciated, including workable
suggestions that could improve the quality/effectiveness of the
assignment. In this regard, unless thetConsultant clearly states
otherwise, it shall be assumed by theyPROCURING ENTITY
that work required to implement any such improvements, are
included in the inputs shown on the Consultant’s Staffing
Schedule.

(vii) Detail facilities to be provided by the PROCURING ENTITY

in addition to those shown on the Data Sheet. Requirements
provided may include support facilities such as: counterpart
staff, office space, local transportation, equipment, domestic
administrative support, etc. that would be needed to carry out
the assignment.

(viii) The name, age, nationality, background employment record,

and professional experience of each nominated expert
including ongoing projects, with particular reference to the
type of experience required for the TA should be presented in
the CV format shown in Form TPF 6. Format of Curriculum
Vitae (CV) for Proposed Professional Staff)

(ix) Only one CV for each Consultant involved in the project may
be submitted for each position.
27
 (x) The PROCURING ENTITY requires that each expert confirm
that the content of his/her CV is correct and the experts
themselves should sign the certification of the CV. In addition,
the expert should submit a signed written commitment stating
that the expert shall work for the project once awarded the
contract.

Note: A zero rating shall be given to a nominated expert if the expert:

a) is proposed for a domestic position but is not a Filipino

citizen; or

b) failed to state nationality on the CV; or

c) the CV is not signed in accordance with paragraph (x)

above.

(e.2) Additional documents required:

(i) Bid Security if so required under ITC Clause 8.;

(ii) Authority of the signatory described in ITC Clause 15.2;

(iii) Affidavit of /Disclosure of Relations, described in ITC

Clause 2.2., Form TPF 9.;

(iv)Sworn statement by the Bidder attesting to its compliance with the

responsibilities of an eligible Bidder; and

(v) Certification of compliance with labor laws.

15.The Technical Proposal Format

15.1 The following summarizes the content and maximum number of pages
permitted for the Technical Proposal. A page is considered to be one
printed side of A4 or letter sized paper.

15.2 An authorized representative of the firm shall initial all pages of the
proposal. The representative’s authorization shall be confirmed by a
written power of attorney accompanying the proposal as follows:

a) For sole proprietorship; affidavit of the owner or a Special Power of

Attorney (SPA);

b) For partnership: partnership resolution from the President or General

Manager;

28
 c) For corporation: board resolution with Secretary’s certificate; or

d) For JV: resolution issued by each JV member.

Cover Letter

Use Form TPF 1. Technical Proposal Submission Form.

Experience of the Firm

Maximum two (2) pages introducing the firm and associate firm(s)
background and general experience.

Maximum of twenty (20) pages completed projects in the format of Form TPF
2., Firm’s References illustrating firm and associate(s) firm’s relevant
experience. No promotional material should be included.

General approach and methodology, work and staffing schedule

Use Forms TPF 4., Description of the Methodology and Work Plan for
Performing the Assignment, TPF 5. Team Composition and Task
Assignments, TPF 7. Time Schedule for Professional Personnel, TPF 8.
Activity (Work) Schedule.

CVs

Use Form TPF 6. Format of Curriculum Vitae (CV) for Proposed Professional
Staff.

Comments of the terms of reference and data and facilities to be provided

by the PROCURING ENTITY

Not more than ten (10) pages using Form TPF 3. Comments and Suggestions
of Consultants on the Terms of Reference and on Data, Services, and
Facilities to be Provided by the .

16.The Financial Proposal

16.1. All information provided in a Consultant’s Financial Proposal shall be
treated as confidential. The Financial Proposal must be submitted in hard
copy using the format shown in Section VII. Financial Proposal -
Standard Forms.

16.2. The Financial Proposal requires completion of six forms FPF 1., FPF 2.,
FPF 3., FPF 4., FPF 5. and FPF 6.

29
 (i) Form FPF 1. Financial Proposal Submission Form should form the
covering letter of the Financial Proposal

(ii) Forms FPF 3. Breakdown of Price per Activity, FPF 4. Breakdown

of Remuneration per Activity, FPF 5. Reimbursables per Activity,
FPF 6. Miscellaneous Expenses relate to the costs of Consulting
Services under two distinct categories, namely:

(a) Remuneration; and

(b) Reimbursable Expenditures.

16.3. Remuneration is divided into billing rate estimates for international and
domestic Consultants; Reimbursable Expenditures are divided into per
diem rates for international and domestic Consultants and costs for other
reimbursable expenditure items required to perform the services.

16.4. In the case of QBE, the remuneration of Filipino consultants shall

approximate those of Foreign consultants engaged for the same scope of
work.

16.5. Form FPF 2. Summary of Costs summarizes the proposed cost(s) by

currency(ies) and the figures provided therein shall be read out aloud at
the public opening of Financial Proposals.

16.6. The list of experts, and their respective inputs, identified in Section VII.
Financial Proposal - Standard Forms must match the list of experts and
their respective inputs shown in Section VI. Technical Proposal - Standard
Forms. No proposed schedule of payments should be included in
ntConsultant’s Financial Proposal. The payment schedule and the
currency of payments shall be determined during contract negotiations and
by the performance of the contract.

16.7. Form FPF 1. Financial Proposal Submission Form is an acknowledgement

that, in preparation and submission of the Technical and Financial Proposals,
Consultants have:

(i) followed the applicable rules and guidelines indicated in the ITC;

(ii) not taken any action which is or constitutes a corrupt or fraudulent

practice as defined in the applicable rules and guidelines; and

(iii) agreed to allow the PROCURING ENTITY and the Funding Source,
at their option, to inspect and audit all accounts, documents, and
records relating to the Consultant’s Proposal and to the performance of
the ensuing Consultant’s Contract.

30
17.Taxes and Duties
17.1. The Consultant may be subject to Philippine taxes on amounts payable by
the PROCURING ENTITY under the Contract through mandated
withholding by local tax authorities of specified percentages of such
amounts or otherwise. The PDS details the taxes payable.

17.2. The Financial Proposal should clearly estimate, as a separate amount, the
local taxes (including social security), duties, fees, levies, and other
charges imposed under the applicable law, on the Consultants, the Sub-
Consultants, and their Personnel (other than Philippine Nationals or
permanent residents of the Philippines).

18.Currency
18.1. Unless otherwise stated in the PDS, all costs shall be denominated and
payable in Philippine Pesos.

18.2. For purposes of evaluation of Financial Proposals, the PROCURING

ENTITY shall convert bids denominated in foreign currency into Peso
equivalent based on the exchange rate prevailing on the day of the bid
opening, as posted by the Bangko Sentral ng Pilipinas.

19.Submission, Receipt, and Opening of Proposals and Bid

Evaluation of Short Listed Consultants
19.1. The original Proposal (both Technical and Financial Proposals) shall
contain no interlineations or overwriting, except as necessary to correct
errors made by Consultants themselves. Any such corrections,
interlineations or overwriting must be initialed by the person(s) who
signed the Proposal.

19.2. The Consultants shall prepare the number of copies indicated in the PDS.
Each Technical Proposal and Financial Proposal shall be marked
“Original” or “Copy” as appropriate. If there are any discrepancies
between the original and the copies of the Proposal, the original governs.

19.3. The original and all copies of the Technical Proposal to be sent to the
PROCURING ENTITY shall be placed in a sealed envelope clearly
marked “TECHNICAL PROPOSAL.” Similarly, the original Financial
Proposal shall be placed in a sealed envelope clearly marked by red felt
pen “FINANCIAL PROPOSAL” and with a warning “DO NOT OPEN
WITH THE TECHNICAL PROPOSAL.” The envelopes shall be placed
31
 into an outer envelope and sealed. The outer envelope shall be labeled
with the submission address, reference number and title of the loan
project, and other information indicated in the PDS. If the Financial
Proposal is not submitted by the Consultant in a separate sealed envelope
and duly marked as indicated above, this will constitute grounds for
declaring both Technical and Financial Proposals non-responsive.

19.4. Proposals must be received by the PROCURING ENTITY at the place,

date and time indicated in the PDS or any new date established by the
PROCURING ENTITY according to provisions of ITC Clause 11..

19.5. Any Proposal submitted by the Consultant after the deadline for receipt of
Proposals prescribed by the PROCURING ENTITY shall be declared
“Late,” shall not be accepted by the PROCURING ENTITY.

19.6. A Consultant may modify its Proposal, provided that this is done before
the deadline for the submission and receipt of bids. Where a Consultant
modifies its bid, it shall not be allowed to retrieve its original bid, but shall
only be allowed to send another bid equally sealed, properly identified,
linked to its original bid and marked as a “TECHNICAL
MODIFICATION” or “FINANCIAL MODIFICATION,” thereof, and
stamped “received” by the PROCURING ENTITY. Proposal
modifications received after the applicable deadline shall not be
considered and shall be returned to the bidder unopened.

19.7. A Consultant may, through a letter, withdraw its bid before the deadline
for the receipt of bids. A Consultant may also express its intention not to
participate in the bidding through a letter which should reach and be
stamped “received” by the PROCURING ENTITY before the deadline for
the receipt of bids. Letters of non-participation shall be read out on the
date of bid opening. A Consultant that withdraws its Proposal shall not be
permitted to submit another Proposal, directly or indirectly, for the same
contract.

19.8. No Proposal may be modified after the deadline for submission of

Proposals. No Proposal may be withdrawn in the interval between the
deadline for submission of Proposals and the expiration of the period of
Proposal Validity. Withdrawal of a Proposal during this interval may
result in the forfeiture of the Consultant’s Bid Security, pursuant to the
ITC Clause 8.

19.9. The PROCURING ENTITY will open the Proposals in the presence of
Consultants’ representatives who choose to attend, at the time, on the date,
and at the place specified in the PDS. The Consultants’ representatives
who are present shall sign a register evidencing their attendance.

32
19.10. Letters of withdrawal shall be read out and recorded, and the envelope
containing the corresponding Proposal shall not be opened, but returned to
the Consultant. If the Consultant’s representative is present, the original
Proposal and all copies will be returned to the representative during the
Proposal opening. If the representative is absent, the Proposal shall be
returned unopened by registered mail. No Proposal shall be withdrawn
unless the corresponding Withdrawal Notice contains a valid authorization
to request the withdrawal and is read out and recorded at Proposal
opening.

19.11. The head of the PROCURING ENTITY shall have the option as to the
evaluation procedure to be adopted for consultants, which shall either be
quality-based or quality-cost based, as well as the manner by which the
actual evaluation of proposals shall be conducted as stated in the Invitation
to Apply for Eligibility and to Bid.

19.12. For the evaluation of proposals, numerical ratings shall be used. In order
to eliminate bias in evaluating the technical proposals, it is recommended
that the highest and lowest scores given by the BAC members for each
consultant for each criterion shall not be considered in determining the
average scores of the consultants, except when the evaluation is conducted
in a collegial manner.

19.13. After the Bids have been submitted to the BAC and during the evaluation
period, bidders that have submitted their bids are prohibited from making
any kind of communication with any BAC member, including its staff and
personnel, as well as its Secretariat and TWG, regarding matters
connected to their bids until the approval by the head of the agency of the
ranking of short listed bidders. Likewise, members of the BAC, including
its staff and personnel, as well as its Secretariat and TWG, are prohibited
from making any kind of communication with any bidder regarding the
evaluation of their bids until the approval by the head of the procuring
entity of the ranking of short listed bidders. The entire evaluation process,
including the submission of the results thereof to the head of the agency
for approval, shall be completed in not more than twenty-one (21)
calendar days after the deadline for receipt of proposals. The proposal with
the highest rank shall be identified as the Highest Rated Bid.

19.14. The technical proposals of consultants shall be evaluated based on the

following criteria:

a) Quality of personnel to be assigned to the project which covers

suitability of key staff to perform the duties of the particular
assignments and general qualifications and competence including
education and training of the key staff;
b) Experience and capability of the consultant which include
records of previous engagement and quality of performance in
33
 similar and in other projects; relationship with previous and
current clients; and, overall work commitments, geographical
distribution of current/impending projects and attention to be
given by the consultant. The experience of the consultant to the
project shall consider both the overall experiences of the firm
and the individual experiences of the principal and key staff
including the times when employed by other consultants; and

c) Plan of approach and methodology with emphasis on the clarity,

feasibility, innovativeness and comprehensiveness of the plan
approach, and the quality of interpretation of project problems,
risks, and suggested solutions.

The BAC shall assign numerical weights to each of the above criteria
which shall be indicated in the bid documents.

For complex or unique undertakings, such as those involving new

concepts/technology or financial advisory services, participating short
listed consultants may be required, at the option of the agency concerned,
to make an oral presentation to be presented by each consultant, or its
nominated Project Manager or head, in case of consultant firms, within
fifteen (15) calendar days after the deadline for submission of technical
proposals.

19.15 The head of the procuring entity shall approve or disapprove the
recommendations of the BAC within two (2) calendar days after receipt of
the results of the evaluation from the BAC.

19.16 All participating short listed consultants shall be furnished the results
(ranking and total scores only) of the evaluation after the approval by the
head of the agency of the ranking. Said results shall also be posted in the
G-EPS and the website of the agency, whenever available, for a period of
not less than two (2) weeks to inform the GPPB and the umbrella
organization of consultants of the results.

20. Technical Proposal Evaluation

20.1. After the deadline for submission of Proposals, the Technical Proposal
shall be opened immediately by the BAC. The Financial Proposal shall
remain sealed and held in a secured place by the BAC Secretariat until all
submitted Proposals are opened publicly.

34
 20.2. The BAC evaluates the Proposals on the basis of their responsiveness to
the TOR and their compliance with the requirements under ITC Clause
14. The BAC shall apply the evaluation criteria, subcriteria, and point
system specified in the PDS. Each responsive Proposal shall be given a
technical score (St). A proposal shall be rejected at this stage if it does not
respond to important aspects of the TOR or if it fails to achieve the
minimum technical score indicated in the PDS.

20.3. The BAC shall not open the Financial Proposals until after the technical
evaluation, including any Funding Source reviews and issuance of a "no
objection" letter, is concluded.

20.4. Technical Proposal shall not be considered for evaluation in any of the
following cases:

(i) late submission, i.e., after the deadline set in the PDS;

(ii) failure to submit any of the technical requirements provided under the
ITC and TOR;

(iii) the Consultant that submitted the Proposal or one of its associated
Consultants belongs to one of the conflict of interest cases as described
in ITC Clause 2.1. (i.) to (iii.) and failed to make a proper statement to
that effect in the cover letter; or

(iv)the Technical Proposal included any cost of the services.

21.Opening of Financial Proposals

21.1. In the case of Quality-Based Selection/Evaluation, only the Financial
Proposal of the Consultant achieving the highest technical score shall be
opened by the BAC in the presence of the Consultants when the highest
ranked firm is invited to negotiate its Proposal and the contract on the
basis of the Technical Proposal and the Financial Proposal submitted in
accordance with the instructions given in ITC Clause 19 and the PDS.
The BAC shall determine whether the Financial Proposals are complete,
i.e., whether all the documents mentioned in ITC clause 16 are present
and all items of the corresponding Technical Proposals that are required to
be priced are so priced. If not, the PROCURING ENTITY shall reject the
proposal. The BAC shall correct any computational errors, and convert
prices in various currencies to the Philippine Peso at the rate indicated in
ITC Clause 18.2. Unless otherwise indicated in the PDS, the Financial
Proposal shall not exceed the approved budget for the contract (ABC), the
proposal shall be deemed to include the cost of all taxes, duties, fees,
levies, and other charges imposed under the applicable laws.

35
 21.2. The negotiations shall be done in accordance with ITC Clause 24. Should
these negotiations fail, the Financial Proposal of the firm achieving the
second highest technical score shall be opened publicly in the presence of
the Consultant when the firm is invited to negotiate its proposal and the
contract on the basis of the Technical Proposal and the Financial Proposal
submitted. If these negotiations still fail, then the same process is repeated
for the next-in-rank consultants until negotiations are successfully
completed.

22.Evaluation of Financial Proposals, Quality Cost Based

Evaluation
22.1. After the evaluation of quality is completed, the
PROCURING ENTITY shall notify those Consultants whose Proposals
did not meet the minimum qualifying mark or were considered non-
responsive to the Bidding Documents and TOR, indicating that their
Financial Proposals shall be returned unopened after completing the
selection process. The PROCURING ENTITY shall simultaneously notify
the Consultants that have secured the minimum qualifying mark,
indicating the date and time set for opening the Financial Proposals. The
opening date shall not be sooner than two weeks after the notification date
unless otherwise specified in the PDS. The notification may be sent by
registered letter, facsimile, or electronic mail.

22.2. The Financial Proposals shall be opened publicly in the

presence of the Consultants’ representatives who choose to attend. The
name of the Consultant, the quality scores, and the proposed prices shall
be read aloud and recorded when the Financial Proposals are opened. The
PROCURING ENTITY shall prepare minutes of the public opening.

22.3. The BAC shall determine whether the Financial Proposals

are complete, i.e., whether all the documents mentioned in ITC clause 16
are present and all items of the corresponding Technical Proposals that are
required to be priced are so priced. If not, the PROCURING ENTITY
shall reject the proposal. The BAC shall correct any computational errors,
and convert prices in various currencies to the Philippine Peso at the rate
indicated in ITC Clause 18.2.. Unless otherwise indicated in the PDS, the
Financial Proposal shall not exceed the approved budget for the contract
(ABC), the proposal shall be deemed to include the cost of all taxes,
duties, fees, levies, and other charges imposed under the applicable laws.
The evaluation shall include all such taxes, duties, fees, levies, and other
charges imposed under the applicable laws; where special tax privileges
are granted to a particular class or nationality of Consultant by virtue of
the Government’s international commitments, the amount of such tax

36
 privileges shall be included in the Financial Proposal for purposes of
comparative evaluation of proposals.

22.4. In case of Quality Cost Based Selection (QCBS), the lowest

Financial Proposal (Fm) shall be given a financial score (Sf) of 100 points.
The financial scores (Sf) of the other Financial Proposals shall be
computed based on the formula indicated below:

Sf = 100 x Fl/F

Where:

Sf is the financial score of the Financial Proposal under consideration,

Fl is the price of the lowest Financial Proposal, and

F is the price of the Financial Proposal under consideration.

The proposals shall then be ranked according to their combined technical

(St) and financial (Sf) scores using the weights (T = the weight given to
the Technical Proposal; F = the weight given to the Financial Proposal; T
+ F = 1) indicated in the PDS:

23.Evaluation of Financial Proposals Based on Fixed Budget

Selection (applicable to World Bank projects only)
23.1. If specified in the PDS, in the case of Fixed-Budget Selection, the
PROCURING ENTITY shall select the firm that submitted the highest
ranked Technical Proposal within the ABC. Proposals that exceed the
ABC shall be rejected. The selected firm is invited for negotiations.

23.2. In the case of the Least-Cost Selection, subject to the provisions of ITC
Clause 12.1, the PROCURING ENTITY will select the lowest Financial
Proposal among those that passed the minimum technical score. In both
cases, the selected firm is invited for negotiations.

24.Negotiations
24.1. Negotiations shall be held at the address indicated in the PDS. The aim is
to reach agreement on all points.

24.2. Negotiations shall cover the following:

37
 a. Discussion and clarification of the Terms of Reference (TOR) and
Scope of Services;

b. Discussion and finalization of the methodology and work program

proposed by the Consultant;

c. Consideration of appropriateness of qualifications and pertinent

compensation, number of man-months and the personnel to be
assigned to the job, taking note of over-qualified personnel to be
commensurate with the compensation of personnel with the
appropriate qualifications, number of man-months and schedule of
activities (manning schedule);

d. Discussion on the services, facilities and data, if any, to be

provided by PROCURING ENTITY concerned;

e. Discussion on the financial proposal submitted by the Consultant;

and

f. Provisions of the contract.

24.3. Having selected the Consultant on the basis of, among other things, an
evaluation of proposed key professional staff, the PROCURING ENTITY
expects to negotiate a contract on the basis of the experts named in the
proposal. Before contract negotiations, the PROCURING ENTITY shall
require assurances that the experts shall be actually available. The
PROCURING ENTITY shall not consider substitutions during contract
negotiations other than for the reasons of death or illness from the firm
unless both parties agree that undue delay in the selection process makes
such substitution unavoidable or that such changes are critical to meet the
objectives of the assignment. If this is not the case and if it is established
that key staff were offered in the proposal without confirming their
availability, the firm may be disqualified. Once the contract has been
awarded, no replacement shall be allowed until after fifty percent (50%) of
the Personnel’s man-months have been served, except for justifiable
reasons. Violators shall be fined an amount equal to the refund of the
replaced personnel’s basic rate, which should be at least fifty percent
(50%) of the total basic rate for the duration of the engagement.

24.4. Negotiations shall include a discussion of the Technical Proposal, the

proposed methodology (work plan), staffing and any suggestions made by
the firm to improve the TOR. The PROCURING ENTITY and firm shall
then work out the final TOR, staffing, and bar charts indicating activities,
staff, periods in the field and in the home office, staff-months, logistics,
and reporting. The agreed work plan and final TOR shall then be
incorporated in the “Description of Services” and form part of the
contract. Special attention shall be paid to getting the most the firm can
38
 offer within the available budget and to clearly defining the inputs
required from the PROCURING ENTITY to ensure satisfactory
implementation of the assignment.

24.5. The financial negotiations shall include a clarification of the firm’s tax
liability in the Philippines (if any), and the manner in which it shall be
reflected in the contract; and shall reflect the agreed technical
modifications in the cost of the services. For QCBE, no financial
negotiations shall be undertaken. The negotiations shall conclude with a
review of the draft form of the Contract. To complete negotiations, the
PROCURING ENTITY and the firm shall initial the agreed Contract. If
negotiations fail, the PROCURING ENTITY shall invite the firm whose
Proposal received the second highest score to negotiate a contract. If
negotiations still fail, the PROCURING ENTITY shall repeat the process
for the next-in-rank consultants until the negotiation is successfully
completed.

25.Confidentiality
25.1. After the bids have been submitted to the BAC and during the evaluation
period, bidders that have submitted their bids are prohibited from making
any kind of communication with any BAC member, including its staff and
personnel, as well as its Secretariat and TWG, regarding matters
connected to their bids until the approval by the head of the agency of the
ranking of short listed bidders. Likewise, members of the BAC, including
its staff and personnel, as well as its Secretariat and TWG, are prohibited
from making any kind of communication with any bidder regarding the
evaluation of their bids until the approval by the head of the procuring
entity of the ranking of short listed bidders.

26.Post-Qualification
26.1. Unless indicated in the PDS, the PROCURING ENTITY shall conduct
post qualification to determine whether the Consultant that is evaluated to
have the Highest Rated Bid is qualified to perform the Contract
satisfactorily. The determination shall take into account the Consultant’s
financial, technical, and production capabilities. It shall use non-
discretionary Pass/Fail criteria and be based upon an examination of the
documentary evidence of the Consultant’s qualifications submitted by the
Consultant in its proposal and as part of its application to Apply for
Eligibility and to Bid as well as such other information listed in the PDS.

26.2. An affirmative determination shall be a prerequisite for award of the

contract to the Bidder. A negative determination shall result in rejection
of the Bidder’s Bid, in which event the PROCURING ENTITY shall
39
 proceed to the next Lowest Calculated Bid to make a similar
determination of that Bidder’s capabilities to perform satisfactorily. If the
second Bidder, however, fails the post qualification, the procedure for post
qualification shall be repeated for the Bidder with the next Highest Rated
Bid, and so on until the Highest Rated and Responsive Bid is determined
for contract award.

27.Contacting the PROCURING ENTITY

27.1. From the time the Bids are opened to the time the contract is awarded, if
any Consultant wishes to contact the PROCURING ENTITY on any
matter related to its Proposal, it should do so in writing at the address
indicated in the PDS. Any effort by the firm to influence the
PROCURING ENTITY in the PROCURING ENTITY’s proposal
evaluation, proposal comparison or contract award decisions may result in
the rejection of the Consultant’s proposal.

27.2. The PROCURING ENTITY shall determine to its satisfaction whether the
Consultant that is selected as having submitted the Highest Rated Bid is
qualified to perform the contract satisfactorily, in accordance with the
criteria listed in ITC Clause 28.. In this case the said Consultant’s
Proposal shall be considered and declared the Highest Rated and
Responsive Bid.

28.Award of Contract
28.1. The contract shall be awarded, through a notice of award, following
negotiations and subsequent post-qualification. Thereafter, the
PROCURING ENTITY shall promptly notify other Consultants on the
short list that they were unsuccessful and shall return their unopened
Financial Proposals only when the successful consultant has signed the
contract and posted the performance security.

28.2. The Consultant is expected to commence the assignment on the date and at
the location specified in the PDS.

29.PROCURING ENTITY’s Right to Reject Bids, Declare a

Failure of Bidding, and not to Award the Contract
29.1. Based on the following grounds, the PROCURING ENTITY reserves the
right to reject any and all Bids, declare a Failure of Bidding at any time
prior to the contract award, or not to award the contract, without thereby
incurring any liability, and make no assurance that a contract shall be
entered into as a result of the bidding:
40
 a. If there is prima facie evidence of collusion between appropriate public
officers or employees of the PROCURING ENTITY, or between the
BAC and any of the bidders, or if the collusion is between or among
the bidders themselves, or between a bidder and a third party,
including any act which restricts, suppresses or nullifies or tends to
restrict, suppress or nullify competition;

b. If the PROCURING ENTITY’s BAC is found to have failed in

following the prescribed bidding procedures; or

c. For any justifiable and reasonable ground where the award of the
contract will not redound to the benefit of the Government as follows:

i. if the physical and economic conditions have significantly changed

so as to render the project no longer economically, financially or
technically feasible as determined by the head of the procuring
entity;
ii. if the project is no longer necessary as determined by the head of
the procuring entity; and
iii. if the source of funds for the project has been withheld or reduced
through no fault of the PROCURING ENTITY.

In addition, the PROCURING ENTITY may likewise declare a Failure of

Bidding when:

a) No prospective bidder submits an LOI or no bids are received;

b) All prospective bidders are declared ineligible;
c) All bids fail to comply with all the bid requirements or fail post-
qualification; or
d) The bidder with the Lowest Calculated Responsive Bid refuses,
without justifiable cause to accept the award of contract, and no
award is made.

30. Signing of the Contract

30.1. At the same time as the PROCURING ENTITY notifies the successful
Bidder that its Bid has been accepted, the PROCURING ENTITY shall
send the Contract Form to the Bidder, which Contract has been provided
in the Bidding Documents, incorporating therein all agreements between
the parties.

41
 30.2. Within ten (10) calendar days from receipt of the Notice of Award, the
successful Bidder shall sign and date the contract and return it to the
PROCURING ENTITY.

31. Performance Security

31.1. Within a maximum period of ten (10) calendar days from the receipt of the
Notice of Award from the PROCURING ENTITY and in no case later
than the signing of the contract between the successful Bidder and the
PROCURING ENTITY, the successful Bidder shall furnish to the
PROCURING ENTITY the Performance Security in accordance with the
Conditions of Contract, and in the Form prescribed in the Bidding
Documents,.

31.2. Failure of the successful Bidder to comply with the requirement of ITC
Clause 30.2. or ITC Clause 31.1 shall constitute sufficient grounds for the
annulment of the award and forfeiture of the Bid security, in which event
the PROCURING ENTITY shall initiate and complete the post
qualification of the second Lowest Calculated Bid. The procedure shall be
repeated until the Lowest Calculated and Responsive Bid is identified and
selected for contract award. However if no Bidder passed post-
qualification, the BAC shall declare the bidding a failure and conduct a re-
bidding with re-advertisement.

32. Notice to Proceed

32.1. Within seven (7) calendar days from the date of approval of the Contract
by the appropriate government approving authority, the PROCURING
ENTITY shall issue its Notice to Proceed to the successful Supplier.

32.2. The date of the Supplier’s receipt of the Notice to Proceed will be
regarded as the effective date of the Contract, unless otherwise specified in
the PDS.

42
Section III. Proposal Data Sheet

Notes on the Proposal Data Sheet

Section III is intended to assist the PROCURING ENTITY in providing the specific
information in relation to corresponding clauses in the ITC included in Section II, and has
to be prepared for each specific procurement.

The PROCURING ENTITY should specify in the PDS information and requirements
specific to the circumstances of the PROCURING ENTITY, the processing of the
procurement, the applicable rules regarding Bid price and currency, and the Bid evaluation
criteria that will apply to the Bids. In preparing Section III, the following aspects should
be checked:

(a) Information that specifies and complements provisions of Section II must be

incorporated.

(b) Amendments and/or supplements, if any, to provisions of Section II as

necessitated by the circumstances of the specific procurement, must also be
incorporated.

43
 Proposal Data Sheet
ITC Clause
1.1. The name of the PROCURING ENTITY is: [Insert name of
PROCURING ENTITY]

The method of selection is:

Select one of the following:

Quality Cost Based Evaluation/Selection (QCBE/QCBS)

Quality Based Evaluation/Selection (QBE/QBS)
Selection Under a Fixed Budget
Least Cost Selection

Note: For the World Bank, all of the above may be used. GOP
permits the use of QCBE and QBE, users should note that the GOP
version of QBS is what the World Bank refers to as selection under
a fixed budget. A précis of each is set out below:

QCBE/QCBS – (GOP and WB) Technical and financial scores are

combined to determine the winner. No ABC or cost estimate is
included in the request for proposals only an estimate of the staff
months required to complete the assignment except in the case of
GOP when the ABC is stated and financial proposals above this
amount are rejected.

QBS - (WB). The firm achieving the highest technical score has its
financial proposal opened and is invited to negotiate a contract
based on its Technical and Financial Proposal irrespective of the
amount of the financial proposal. No other Financial Proposals
are opened.

QBE – (GOP) The firm achieving the highest technical score has
its Financial Proposal opened and provided that it is within the
ABC or cost estimate, which is disclosed in the request for
proposals, is invited to negotiate a contract.

Selection Under a Fixed Budget – (WB) The firm achieving the

highest technical score has its Financial Proposal opened and
provided that it is within the ABC or cost estimate, which is
disclosed in the request for proposals, is invited to negotiate a
contract.

Least Cost Selection - (WB) All firms passing a minimum technical

score have their Financial Proposals opened. The firm with the
least cost is invited to negotiate a contract.

The Funding Source is:

Select one of the following, deleting the others:
44
 Locally funded projects [indicate if National Government,
Government-Owned and/or –Controlled Corporation, or Local
Government Unit]

Or

Foreign assisted projects [indicate if The World Bank].

The Edition of the rules and regulations to be followed is the:

Implementing Rules and Regulations of Republic Act No. 9184

1.2. Select one, deleting the other.

Both Technical and Financial Proposals are to be submitted.

Or

A Technical Proposal only is required.

The assignment description is_____________________

1.3. The assignment shall not be phased. If the assignment is to be

phased insert a description of the phasing here referring to the
TOR as necessary.
1.4. A Pre-Bid Conference shall be held: [ indicate date, time, and
venue]

The name(s), address(es), and telephone numbers of the

PROCURING ENTITY’s official(s) are:

1.9/4.1/5.1/5.3/ Select one, deleting the other:

5.4/21.1
If the Funding Source is the Government of the Philippines, retain
the provision.

Or

The Funding Source is the World Bank, use the Guidelines on:
Selection and Employment of Consultants by World Bank
Procuring Entities.

5.1 (n) Insert here other eligibility requirements or state “none”.

6.2 For GOP funded projects, the shortlist should be _____ [three (3)
to seven (7) consultants, with five (5) as the preferable number]
consultants.

45
 For WB funded projects, the shortlist should be six (6) Consultants.

8.1 Select one deleting the other.

A Bid Security is not required.

Or

A Bid security is required, in any of the following forms prescribed

by the PROCURING ENTITY, from which the Consultant may
choose:

Cash, certified check, cashier’s check, bank draft or irrevocable

letter of credit [insert amount (1% of the ABC)];

Bank Guarantee [insert amount (1 1/2 % of the ABC)];

Surety Bond [insert amount (2 ½% of the ABC)]; or

Foreign Government Guarantee [insert amount (100% of the

ABC)].

Note: The PROCURING ENTITY may choose the acceptable bid

security from the above-mentioned forms.

The Bid Security shall be valid to [insert date].

Any Proposal not accompanied by an acceptable Bid Security shall

be rejected by the PROCURING ENTITY as non-responsive.

Unsuccessful Consultant’s Bid Securities shall be discharged or

returned only after the successful Consultant has signed the
Contract and posted the performance security, but not later than
expiration of the period of Proposal Validity prescribed by the
PROCURING ENTITY pursuant to ITC Clause.9.1.

The successful Consultant’s Bid Security shall be discharged upon

the Consultant signing the contract and furnishing the Performance
Security, pursuant to SCC Clause for GCC 41.1

The Bid Security may be forfeited:

a) if a Consultant withdraws its proposal during the period of

Proposal Validity; or

b) in the case of a successful proposal, if the Consultant fails:

i. to sign the contract that represents an unconditional

acceptance of its Technical Proposal; or
46
 ii. to provide clarification during post qualification within
the prescribed period of seven (7) days; or

iii. to furnish Performance Security in accordance with

SCC Clause for GCC 41.1

9.1 Proposals must remain valid within _______ days [Normally

between 60 and 90 days, with a maximum of one hundred twenty
(120) days] after the submission date, i.e., until:________ [insert
date]

10.1 The PROCURING ENTITY places no restrictions on the origin of

goods other than those prohibited by a decision of the United
Nations Security Council taken under Chapter VII of the Charter of
the United Nations.

11.1. Clarifications may be requested up to [Insert number] calendar

days before the submission date.

The address for requesting clarifications is:

Telex:________________________ Facsimile:

12.1 Select one, deleting the other.

If the funding source is the WB and the selection method is Quality

Cost Based Selection or Quality Based Selection state:

Not applicable

Or

If the funding source is GOP using either Quality Cost Based

Selection or Quality Based Selection or WB using selection under
a fixed budget delete the above statement and complete the
following:

The Financial Proposal shall not exceed the approved budget for
the contract (ABC) of: _____________. Those exceeding the
ABC shall be automatically rejected.

Note: The processes laid out in the IRR Part A of R.A. 9184 at
Section 33 for what the GOP term “Quality Based Selection” are
what the World Bank refers to as “Selection Under a Fixed
Budget”.
14.1(b) Select one, deleting the other.

Not applicable

47
 Or

The estimated number of professional staff-months required for the

assignment is: _______

Note: If a fixed budget is stated the estimate of staff months should

be not applicable and vice versa.
14.1 (c) The minimum required experience of proposed professional staff
is:

[Insert title, number of years of professional experience, specific

expertise]

17.1. Taxes: [Specify firm’s liability: nature, sources of information]

18.1. Consultants are to express their costs in the following manner:

Select one, deleting the others.

The Funding Source is the GOP, all costs must be expressed in

Philippine Pesos.

Or

If the Funding Source is the World Bank, Consultants may express

the foreign costs in the currency of any Country. The Consultants
may not use more than three foreign currencies. The PROCURING
ENTITY may require Consultants to state the portion of their price
representing local cost in the national currency if so indicated in
the Data Sheet.

19.2. Consultants must submit an original and five additional copies of

each proposal.
19.3. Additional labeling and marking instructions:

List here or state “none”

19.4. The proposal submission address is: [Insert PROCURING
ENTITY’s address]

Information on the outer envelope should also include :

Proposals must be submitted no later than the following date and

time:

19.9 The opening of Technical Proposals shall be on [insert date and

time] at [insert place].

20.2. For GOP funded projects, the Technical Proposals of Consultants

48
shall be evaluated based on the following criteria:

a) Quality of personnel to be assigned to the project;

b) Experience and capability of the consultant; and

c) Plan of approach and methodology.

For WB funded projects, the Technical Proposals of Consultants

shall be evaluated based on the following criteria:

The number of points to be given under each of the evaluation

criteria are:

(i) Specific experience of the Consultants related to the assignment

[5- 10]
[Insert sub-criteria]
[Insert sub-criteria]
[Insert sub-criteria]

(ii) Adequacy of the proposed work plan and methodology

in responding to the Terms of Reference
[20 - 50]
[Insert sub-criteria]
[Insert sub-criteria]
[Insert sub-criteria]

(iii) Qualifications and competence of the key staff for the Assignment
[30 - 60]
[Insert sub-criteria]
[Insert sub-criteria]
[Insert sub-criteria

(iv) Suitability of the transfer of knowledge program (training) [0 - 10]

[Insert sub-criteria]
[Insert sub-criteria]
[Insert sub-criteria]

(v) Local participation (as reflected by nationals among key staff [0 - 10]
presented by foreign and local firms; maximum not to
exceed 10 points)
[Insert sub-criteria]
[Insert sub-criteria]
[Insert sub-criteria]
Total Points: 100

The number of points to be given under each evaluation sub-

criteria for qualifications of staff are:

Points

49
 (i) General qualifications [20 - 30]
(ii) Adequacy for the project [50 - 60]
(iii) Experience in region & language [10 - 20]

Total Points: 100

The minimum technical score required to pass [Insert number of

points]:

The attention of Consultants is drawn to ITC Clause 14.2 –

Proposals must adhere to the maximum number of pages outlined
in this clause.

22.1 The opening of Financial Proposals shall be on [insert date and

time] at [insert place].

Financial Proposals [shall/shall not] be opened in public.

Insert here any additional instructions regarding proposal

opening.

22.3 Edit as appropriate

Evaluation shall [include/exclude] all taxes and duties payable in

the Philippines.

22.4 The weights given to the Technical and Financial Proposals are:

T_________ [Normally between 0.5 and 0.9]; for GOP funded

projects, from 0.60 and to 0.85; for WB funded projects, Normally
between 0.7 and 0.9], and
P_________ [Normally between 0.1 and 0.5]; for GOP funded
projects, from 0.15 and to 0.40; for WB funded projects, Normally
between 0.1 and 0.3]

Provided that that the total weights given to the Technical and
Financial Proposals shall add up to 1.0.

23.1 Select one deleting the other.

If the Funding Source is World Bank.

The method of selection of consultant is the Fixed-Budget

Selection.

If the Funding Source is GOP.

Not applicable.

24.1 The address for negotiations is:

50
26.1 Select one, deleting the rest.

The Funding Source is the GOP; the PROCURING ENTITY shall

conduct post qualification using non-discretionary pass or fail
criteria and be based upon an examination of the documentary
evidence of the Consultant’s qualifications.

Insert here the document(s) required to complete post

qualification.

Or

The Funding Source is the World Bank, state: Not applicable

27.1. The address for contacting the PROCURING ENTITY is [insert

contact name address, fax, telephone and email].

28.1 The consultant is expected to commence the assignment on [insert

date] at [insert location].

32.2 The Effective Date of the Contract is [insert date].

51
Section IV. General Conditions of Contract

Notes on the General Conditions of Contract

The General Conditions of Contract in Section IV, read in conjunction with the Special
Conditions of Contract in Section V and other documents listed therein, should be a
complete document expressing all the rights and obligations of the parties.

The General Conditions of Contract herein shall not be altered. Any changes and
complementary information, which may be needed, shall be introduced only through the
Special Conditions of Contract in Section V.

52
 Table of Contents

1. Definitions……….………………………………………………………............ ……55
2. Headings..............................................................................................56
3. Location...............................................................................................56
4. Law Governing Contract and Services.............................................56
5. Language.............................................................................................57
6. Consultants and Affiliates Not to Engage in Certain Activities.....57
7. Authority of Member in Charge.........................................................57
8. Resident Project Manager..................................................................57
9. Entire Agreement................................................................................58
10. Modification.........................................................................................58
11. Relationship of Parties.......................................................................58
12. Authorized Representatives..............................................................58
13. Good Faith...........................................................................................58
14. Operation of the Contract..................................................................59
15. Notices.................................................................................................59
16. Warranty as to Eligibility....................................................................59
17. Confidentiality.....................................................................................59
18. Payment...............................................................................................60
19. Currency of Payment..........................................................................60
20. Liability of the Consultant..................................................................60
21. Insurance to be Taken Out by the Consultant.................................60
22. Effectivity of Contract.........................................................................60
23. Commencement of Services..............................................................61
24. Expiration of Contract........................................................................61
25. Force Majeure......................................................................................61
26. Suspension..........................................................................................62
27. Termination, By the PROCURING ENTITY.......................................63
28. Termination, by the Consultant.........................................................64
29. Cessation of Services.........................................................................65
30. Payment Upon Termination...............................................................65
31. Disputes about Events of Termination.............................................65
32. Cessation of Rights and Obligations................................................66
33. Dispute Settlement.............................................................................66
34. Documents Prepared by the Consultant and Software Developed
to be the Property of the PROCURING ENTITY...............................66
35. Equipment and Materials Furnished by the PROCURING ENTITY 67
36. Services, Facilities and Property of the PROCURING ENTITY......67
37. Consultant’s Actions Requiring PROCURING ENTITY’s Prior
Approval...............................................................................................67

53
38. Personnel.............................................................................................68
39. Working Hours, Overtime, Leave, etc...............................................69
40. Counterpart Personnel.......................................................................69
41. Performance Security.........................................................................70
42. Standard of Performance...................................................................71
43. Consultant Not to Benefit from Commissions, Discounts, etc......71
44. Procurement Rules of Funding Agency’s........................................71
45. Specifications and Designs...............................................................72
46. Reports.................................................................................................72
47. Exemptions and Facilities..................................................................72
48. Access to Land....................................................................................73
49. Sub Contract........................................................................................73
50. Accounting, Inspection and Auditing...............................................73
51. Cost Estimates; Ceiling Amount.......................................................74
52. Remuneration and Reimbursable Expenditures.............................75
53. Final Payment......................................................................................76
54. Lump Sum Contracts..........................................................................76
55. Liquidated Damages for Delay..........................................................77

54
1. Definitions
1.1 Unless the context otherwise requires, the following terms whenever used in
this Contract have the following meanings:

(a) “Applicable Law” means the laws and any other instruments having the
force of law in the Philippines as they may be issued and in force from
time to time.

(b) “Funding Source” is defined in the Special Conditions of Contract (SCC).

(c) “Consulting Services” refer to services for Infrastructure Projects and

other types of projects or activities of the Government requiring
adequate external technical and professional expertise that are beyond
the capability and/or capacity of the Government to undertake such as,
but not limited to: (i) advisory and review services; (ii) pre-investment
or feasibility; (iii) design; (iv) construction supervision; (v)
management and related services; and (vi) other technical services or
special studies.

(d) “Contract” means the Contract signed by the Parties, to which these
General Conditions of Contract are attached, together with all the
documents listed in Clause 1 of such signed Contract.

(e) “Effective Date” means the date on which this Contract comes into full
force and effect.

(f) “Foreign Currency” means any currency other than the currency of the
Philippines.

(g) “GCC” means these General Conditions of Contract.

(h) “Government” means the Government of the Philippines.

(i) “Local Currency” means the Philippine Peso (Php).

(j) “Member,” in case the Consultant consists of a JV of more than one entity,
means any of these entities; and “Members” means all these entities.

(k) “Party” means the PROCURING ENTITY or the Consultant, as the case
may be, and “Parties” means both of them.

(l) “Personnel” means persons hired by the Consultant or by any Sub-

Consultant as employees and assigned to the performance of the
Services or any part thereof; “Foreign Personnel” means such persons
who at the time of being so hired had their domicile outside the
Government’s country; “Local Personnel” means such persons who at
the time of being so hired had their domicile inside the Philippines; and
“Key Personnel” means the Personnel referred to in GCC Clause 38..
55
 (m)“PROCURING ENTITY” refers to any branch, constitutional commission
or office, agency, department, bureau, office or instrumentality of the
Government, including GOCC, GFI, SUC, and LGU procuring Goods,
Consulting Services, and Civil Works.

(n) “SCC” means the Special Conditions of Contract by which the GCC may
be amended or supplemented.

(o) “Services” means the work to be performed by the Consultant pursuant to

this Contract, as described in Appendix __ hereto.

(p) “Sub-consultant” means any person or entity to whom/which the

Consultant subcontract any part of the Services in accordance with the
provisions of GCC Clause 49..

(q) “Third Party” means any person or entity other than the Government, the
PROCURING ENTITY, the Consultant or a Sub-Consultant.

2. Headings
2.1 The headings shall not limit, alter or affect the meaning of this Contract.

3. Location
3.1 The Services shall be performed at such locations as are specified in Appendix
__ hereto and, where the location of a particular task is not so specified, at
such locations, whether in the Philippines or elsewhere, as the PROCURING
ENTITY may approve.

4. Law Governing Contract and Services

4.1 This Contract, its meaning and interpretation, and the relation between the
Parties shall be governed by the Applicable Law.

4.2 The Consultant shall perform the Services in accordance with the Applicable
Law and shall take all practicable steps to ensure that any Sub-Consultant, as
well as the Personnel of the Consultant and any Sub-Consultant, comply with
the Applicable Law. The PROCURING ENTITY shall notify the Consultant
in writing of relevant local customs, and the Consultant shall, after such
notification, respect such customs.

4.3 If, after the date of this Contract, there is any change in the Applicable Law
with respect to taxes and duties which increases or decreases the cost incurred
by the Consultant in performing the Services, then the remuneration and
reimbursable expenses otherwise payable to the Consultant under this Contract
shall be increased or decreased on a no loss-no gain basis, and corresponding

56
 adjustments shall be made to the ceiling amounts specified in GCC Clause
51., provided that the cost is within the ABC.

5. Language
5.1 This Contract has been executed in the English language, which shall be the
binding and controlling language for all matters relating to the meaning or
interpretation of this Contract

6. Consultants and Affiliates Not to Engage in Certain Activities

6.1 The Consultant agrees that, during the term of this Contract and after its
termination, the Consultant and any entity affiliated with the Consultant, as
well as any Sub-Consultant and any entity affiliated with such Sub-Consultant,
shall be disqualified from providing goods, works or services (other than the
Services and any continuation thereof) for any project resulting from or
closely related to the Services.

6.2 The Consultant shall not engage, and shall cause their Personnel as well as
their Sub-Consultants and their Personnel not to engage, either directly or
indirectly, in any of the following activities:

(a) during the term of this Contract, any business or professional activities
in the Government’s country which would conflict with the activities
assigned to them under this Contract; and

(b) after the termination of this Contract, such other activities as may be
specified in the SCC.

7. Authority of Member in Charge

7.1 In case the Consultant consists of a JV of more than one entity, the Members
hereby authorize the entity specified in the SCC to act on their behalf in
exercising all the Consultant’s rights and obligations towards the
PROCURING ENTITY under this Contract, including without limitation the
receiving of instructions and payments from the PROCURING ENTITY.

8. Resident Project Manager

8.1 If required by the SCC, the Consultant shall ensure that at all times during the
Consultant’s performance of the Services in the Government’s country a
resident project manager, acceptable to the PROCURING ENTITY, shall take
charge of the performance of such Services.

57
9. Entire Agreement
9.1 This Contract contains all covenants, stipulations and provisions agreed by the
Parties. No agent or representative of either Party has authority to make, and
the Parties shall not be bound by or be liable for, any statement,
representation, promise or agreement not set forth herein.

10. Modification
10.1 Modification of the terms and conditions of this Contract, including any
modification of the scope of the Services, may only be made by prior written
agreement between the Parties, and as indicated in the SCC and shall not be
effective until the prior written consent of the Funding Source has been
obtained. Pursuant to GCC Clause 14. hereof, however, each Party shall give
due consideration to any proposal for modification made by the other Party.

11. Relationship of Parties

11.1 Nothing contained herein shall be construed as establishing a relation of
employer and employee or of principal and agent as between the
PROCURING ENTITY and the Consultant. The Consultant, subject to this
Contract, has complete charge of its Personnel and Sub-Consultants, if any,
performing the Services and shall be fully responsible for the Services
performed by them or on their behalf hereunder.

11.2 The Consultant shall during the performance of the Services be an

independent contractor retaining complete control over its Personnel,
conforming to all statutory requirements with respect to all its employees, and
providing all appropriate employee benefits.

12. Authorized Representatives

12.1 Any action required or permitted to be taken, and any document required or
permitted to be executed, under this Contract by the PROCURING ENTITY
or the Consultant may be taken or executed by the officials specified in the
SCC.

13. Good Faith

13.1 The Parties undertake to act in good faith with respect to each other’s rights
under this Contract and to adopt all reasonable measures to ensure the
realization of the objectives of this Contract.

58
14. Operation of the Contract
14.1 The Parties recognize that it is impractical for this Contract to provide for
every contingency which may arise during the life of the Contract, and the
Parties hereby agree that it is their intention that this Contract shall operate
fairly as between them, and without detriment to the interest of either of them;
and that, if during the term of this Contract either Party believes that this
Contract is operating unfairly, the Parties shall use their best efforts to agree
on such action as may be necessary to remove the cause or causes of such
unfairness, but no failure to agree on any action pursuant to this Clause shall
give rise to a dispute subject to arbitration in accordance with GCC Clause 33.
hereof.

15. Notices
15.1 Any notice, request or consent required or permitted to be given or made
pursuant to this Contract shall be in writing. Any such notice, request or
consent shall be deemed to have been given or made when received by the
concerned party, either in person or through an authorized representative of
the Party to whom the communication is addressed, or when sent by registered
mail, telex, telegram or facsimile to such Party at the address specified in the
SCC.

15.2 Notice shall be deemed to be effective as specified in the SCC.

15.3 A Party may change its address for notice hereunder by giving the other Party
notice of such change pursuant to the provisions listed in the SCC with respect
to GCC Clause 15.2.

16. Warranty as to Eligibility

16.1 The Consultant represents, warrants, and confirms that it, as well as its sub-
consultant, if any, is eligible, i.e., has the legal personality to act as a
consultant in accordance with the SCC.

17. Confidentiality
17.1 Except with the prior written consent of the PROCURING ENTITY, the
Consultant and the personnel shall not at any time communicate to any person
or entity any confidential information acquired in the course of the Services,
nor shall the Consultant and the personnel make public the recommendations
formulated in the course of, or as a result of, the Services. For purposes of this
Clause, “confidential information” means any information or knowledge
acquired by the Consultant and/or its Personnel arising out of, or in connection
with, the performance of the Services under this Contract that is not otherwise
available to the public.
59
18. Payment
18.1 In consideration of the Services performed by the Consultant under this
Contract, the PROCURING ENTITY shall make to the Consultant such
payments and in such manner as is provided by GCC Clause 52. of this
Contract.

18.2 Subject to the ceilings specified in GCC Clause 51. hereof, the PROCURING
ENTITY shall pay to the Consultant: (i) remuneration as set forth in GCC
Clause 52.2; and (ii) reimbursable expenditures as set forth in GCC Clause
52.4. Unless otherwise specified in the SCC, said remuneration shall not be
subject to price adjustment.

18.3 All payments under this Contract shall be made to the accounts of the
Consultant specified in the SCC.

19. Currency of Payment

19.1 The SCC shall specify which items of remuneration and reimbursable
expenditures shall be paid, respectively, in foreign and in local currency.

20. Liability of the Consultant

20.1 Subject to additional provisions, if any, set forth in the SCC, the Consultant’s
liability under this Contract shall be as provided by the Laws of the
Philippines.

21. Insurance to be Taken Out by the Consultant

21.1 The Consultant, at its own cost, shall be responsible for taking out or
maintaining any insurance policy against any risk related to the project.

21.2 The PROCURING ENTITY undertakes no responsibility in respect of life,

health, accident, travel or any other insurance coverage for the Personnel or
for the dependents of any such Personnel.

22. Effectivity of Contract

22.1 Within a maximum period of seven (7) calendar days upon approval of the
contract, the PROCURING ENTITY shall issue the Notice to Proceed (NTP).
The effectivity date of the contract is the date of the Consultant’s receipt of the
NTP, unless a different date is stated in the NTP, provided that the
effectiveness of the conditions, if any, listed in the SCC have been met.

60
23. Commencement of Services
23.1 The Consultant shall begin carrying out the Services starting from the
effectivity date of the contract, as mentioned in GCC clause 22.

24. Expiration of Contract

24.1 Unless sooner terminated pursuant to GCC Clauses 27. or 28. hereof, this
Contract shall terminate at the end of such time period after the effectivity date
as shall be specified in the SCC.

25. Force Majeure

25.1 For purposes of this Contract, “Force Majeure” as defined under the
Applicable Law means an event which is beyond the reasonable control of a
Party, and which makes a Party’s performance of its obligations hereunder
impossible or so impractical as reasonably to be considered impossible in the
circumstances, and includes, but is not limited to, war, riots, civil disorder,
earthquake, fire, explosion, storm, flood or other adverse weather conditions,
strikes, lockouts or other industrial action (except where such strikes, lockouts
or other industrial action are within the power of the Party invoking Force
Majeure to prevent), confiscation or any other action by government agencies.

25.2 The failure of a Party to fulfill any of its obligations hereunder shall not be
considered to be a breach of, or default under, this Contract insofar as such
inability arises from an event of Force Majeure, provided that the Party
affected by such an event has taken all reasonable precautions, due care and
reasonable alternative measures, all with the objective of carrying out the
terms and conditions of this Contract.

25.3 Unless otherwise agreed herein, Force Majeure shall not include:

i. any event which is caused by the negligence or intentional action of a

Party or such Party’s Sub-Consultants or agents or employees;

ii. any event which a diligent Party could reasonably have been expected
to both (A) take into account at the time of the conclusion of this
Contract and (B) avoid or overcome in the carrying out of its
obligations hereunder;

iii. insufficiency of funds or failure to make any payment required

hereunder; or

iv. the PROCURING ENTITY’s failure to review, approve or reject the

outputs of the Consultant beyond a reasonable time period.

61
 25.4 A Party affected by an event of Force Majeure shall take all reasonable
measures to remove such Party’s inability to fulfill its obligations hereunder
with a minimum of delay.

25.5 A Party affected by an event of Force Majeure shall notify the other Party of
such event as soon as possible, and in any event not later than fifteen (15) days
following the occurrence of such event, providing evidence of the nature and
cause of such event, and shall similarly give notice of the restoration of normal
conditions as soon as possible.

25.6 The Parties shall take all reasonable measures to minimize the consequences
of any event of Force Majeure.

25.7 Any period within which a Party shall, pursuant to this Contract, complete any
action or task, shall be extended for a period equal to the time during which
such Party was unable to perform such action as a direct and proximate result
of Force Majeure.

25.8 During the period of their inability to perform the Services as a direct and
proximate result of an event of Force Majeure, the Consultant shall be entitled
to continue receiving payment under the terms of this Contract as well as to be
reimbursed for additional costs reasonably and necessarily incurred by it
during such period for the purposes of the Services and in reactivating the
Services after the end of such period, provided that such costs are still within
the total contract price. However, the foregoing provision shall not apply if the
PROCURING ENTITY suspends or terminates the Contract in writing, notice
thereof duly received by the Consultant, pursuant to Clauses 26 and 27 hereof
with the exception of the direct and proximate result of Force Majeure.

25.9 Not later than fifteen (15) days after the Consultant, as the direct and
proximate result of an event of Force Majeure, have become unable to perform
a material portion of the Services, the Parties shall consult with each other
with a view to agreeing on appropriate measures considering the
circumstances.

25.10 In the case of disagreement between the parties as to the existence, or extent
of, Force Majeure, the matter shall be submitted to arbitration in accordance
with GCC Clause 33. hereof.

26. Suspension
26.1 The PROCURING ENTITY shall, by written notice of suspension to the
Consultant, suspend all payments to the Consultant hereunder if the
Consultant fail to perform any of their obligations due to their own fault or due
to force majeure or other circumstances beyond the control of either party (e.g.
suspension of civil works being supervised by the consultant) under this
Contract, including the carrying out of the Services, provided that such notice
of suspension:

62
 (i) shall specify the nature of the failure; and

(ii) shall request the Consultant to remedy such failure within a period not
exceeding thirty (30) days after receipt by the Consultant of such
notice of suspension.

26.2 The Consultant may, without prejudice to its right to terminate the Contract
pursuant to GCC Clause 28., by written notice of suspension, suspend the
Services if the PROCURING ENTITY fails to perform any of its obligations
which are critical to the delivery of the consultant’s services` such as, non-
payment of any money due the Consultant within forty-five (45) days after
receiving notice from the Consultant that such payment is overdue.

27. Termination, By the PROCURING ENTITY

27.1 Unless specified in the SCC, the PROCURING ENTITY may terminate this
Contract, through a written notice of termination given to the Consultant not
less than thirty (30) days after the occurrence of any of the following events
(except in the event listed in paragraph (f) below, for which there shall be a
written notice of not less than sixty (60) days):

(a) The Consultant fails to remedy a failure in the performance of their

obligations hereunder, as specified in a notice of suspension pursuant
to GCC Clause 15.2 hereinabove, within thirty (30) days of receipt of
such notice of suspension or within such further period as the
PROCURING ENTITY may have subsequently approved in writing;

(b) The Consultant becomes (or, if the Consultant consists of more than
one entity, if any of their Members become) insolvent or bankrupt or
enter into any agreements with their creditors for relief of debt or take
advantage of any law for the benefit of debtors or go into liquidation or
receivership whether compulsory or voluntary;

(c) The Consultant’s failure to comply with any final decision reached as a
result of arbitration proceedings pursuant to GCC Clause 33.2 hereof;

(d) The Consultant’s misrepresentation, which materially affects the

rights, obligations or interests of the PROCURING ENTITY;

(e) As the direct and proximate result of Force Majeure, the Consultant is
unable to perform a material portion of the Services for a period of not
less than sixty (60) days;

(f) The Consultant, in the judgment of the PROCURING ENTITY, has

engaged in corrupt or fraudulent practices in competing for or in
executing the Contract. For the purpose of this clause:

63
 i. “corrupt practice” means the offering, giving, receiving or
soliciting of anything of value to influence the action of a
public official in the selection process or in contract execution;
entering, on behalf of the Government, into any contract or
transaction manifestly and grossly disadvantageous to the same,
whether or not the public officer profited or will profit thereby;
and

ii. “fraudulent practice” means a misrepresentation of facts in

order to influence a selection process or the execution of a
contract to the detriment of the PROCURING ENTITY, and
includes collusive practice among Consultants (prior to or after
submission of proposals) designed to establish prices at
artificial non-competitive levels and to deprive the
PROCURING ENTITY of the benefits of free and open
competition.

iii. “collusive practice” means a scheme or arrangement between

two or more Bidders, with or without the knowledge of the
PROCURING ENTITY, designed to establish Bid prices at
artificial, non-competitive levels.

iv. “coercive practice” means harming or threatening to harm,

directly or indirectly, persons, or their property to influence
their participation in a procurement process, or affect the
execution of a contract.

28. Termination, by the Consultant

28.1 The Consultant may terminate this Contract through a written notice given to
the PROCURING ENTITY not less than thirty (30) days after the occurrence
of any of the following events:

(a) The PROCURING ENTITY fails to pay any money due to the
Consultant pursuant to this Contract and not subject to dispute pursuant
to GCC Clause 33.2 hereof within forty-five (45) days after receiving
written notice from the Consultant that such payment is overdue;

(b) The PROCURING ENTITY material breach of its obligations pursuant

to this Contract and has not remedied the same within forty-five (45)
days (or such longer period as the Consultant may have subsequently
approved in writing) following the receipt by the PROCURING
ENTITY of the Consultant’s notice specifying such breach;

(c) As the direct and proximate result of Force Majeure, the Consultant are
unable to perform a material portion of the Services for a period of not
less than sixty (60) days; or

64
 (d) The PROCURING ENTITY failure to comply with any final decision
reached as a result of arbitration pursuant to GCC Clause 33.2 hereof.

29. Cessation of Services

29.1 Upon termination of this Contract by notice of either Party to the other
pursuant to GCC Clauses 27. or 28. hereof, the Consultant shall, immediately
upon dispatch or receipt of such notice, take all necessary steps to bring the
Services to a close in a prompt and orderly manner and shall make every
reasonable effort to keep expenditures for this purpose to a minimum. With
respect to documents prepared by the Consultant and equipment and materials
furnished by the PROCURING ENTITY, the Consultant shall proceed as
provided, respectively, by GCC Clauses 34. or 35. hereof.

30. Payment Upon Termination

30.1 Upon termination of this Contract pursuant to GCC Clauses 27. or 28. hereof,
the PROCURING ENTITY shall make the following payments to the
Consultant:

(a) remuneration pursuant to GCC Clause 52. hereof for Services

satisfactorily performed prior to the effective date of termination;

(b) reimbursable expenditures pursuant to GCC Clause 52. hereof for

expenditures actually incurred prior to the effective date of
termination; and

(c) except in the case of termination pursuant to paragraphs (a) through (d)
and (g) of GCC Clause 27. hereof, reimbursement of any reasonable
cost incident to the prompt and orderly termination of the Contract
including the cost of the return travel of the Personnel and their eligible
dependents.

31. Disputes about Events of Termination

31.1 If either Party disputes whether an event specified GCC Clause 27.1 or in
GCC Clause 28.1 hereof has occurred, such Party may, within forty-five (45)
days after receipt of notice of termination from the other Party, refer the matter
to arbitration pursuant to GCC Clause 33. hereof, and this Contract shall not
be terminated on account of such event except in accordance with the terms of
any resulting arbitral award.

65
32. Cessation of Rights and Obligations
32.1 Upon termination of this Contract pursuant to Clauses GCC 27. or GCC 28.
hereof, or upon expiration of this Contract pursuant to GCC Clause 24.
hereof, all rights and obligations of the Parties hereunder shall cease, except:

(i) such rights and obligations as may have accrued on the date of termination
or expiration;

(ii) the obligation of confidentiality set forth in GCC Clause 17. hereof; and

(iii) the Consultant’s obligation to permit inspection, copying and auditing

of their accounts and records set forth in GCC Clause 50.1 (ii) and (iii)
hereof, any right which a Party may have under the Applicable Law.

33. Dispute Settlement

33.1 The Parties shall use their best efforts to settle amicably all disputes arising
out of or in connection with this Contract or the interpretation thereof.

33.2 Any dispute between the Parties as to matters arising pursuant to this Contract
which cannot be settled amicably within thirty (30) days after receipt by one
Party of the other Party’s request for such amicable settlement may be
submitted by either Party for settlement in accordance with the provisions
specified in the SCC.

34. Documents Prepared by the Consultant and Software Developed to

be the Property of the PROCURING ENTITY
34.1 All plans, drawings, specifications, designs, reports, other documents and
software prepared by the Consultant for the PROCURING ENTITY under this
Contract shall become and remain the property of the PROCURING ENTITY,
and the Consultant shall, not later than upon termination or expiration of this
Contract, deliver all such documents to the PROCURING ENTITY, together
with a detailed inventory thereof. The Consultant may retain a copy of such
documents and software. Restrictions about the future use of these documents
and software, if any, shall be specified in the SCC.

34.2 All computer programs developed by the Consultant under this Contract shall
be the sole and exclusive property of the PROCURING ENTITY; provided,
however, that the Consultant may use such programs for its own use with prior
written approval of the PROCURING ENTITY. If license agreements are
necessary or appropriate between the Consultant and third parties for purposes
of development of any such computer programs, the Consultant shall obtain
the PROCURING ENTITY’s prior written approval to such agreements. In
such cases, the PROCURING ENTITY shall be entitled at its discretion to
require recovering the expenses related to the development of the program(s)
concerned.
66
35. Equipment and Materials Furnished by the PROCURING ENTITY
35.1 Equipment and materials made available to the Consultant by the
PROCURING ENTITY, or purchased by the Consultant with funds provided
by the PROCURING ENTITY, shall be the property of the PROCURING
ENTITY and shall be marked accordingly. Upon termination or expiration of
this Contract, the Consultant shall make available to the PROCURING
ENTITY an inventory of such equipment and materials and shall dispose of
such equipment and materials in accordance with the PROCURING
ENTITY’s instructions. While in possession of such equipment and materials,
the Consultant, unless otherwise instructed by the PROCURING ENTITY in
writing, shall insure it at the expense of the PROCURING ENTITY in an
amount equal to their full replacement value.

36. Services, Facilities and Property of the PROCURING ENTITY

36.1 The PROCURING ENTITY shall make available to the Consultant and the
Personnel, for the purposes of the Services and free of any charge, the
services, facilities and property described in Appendix __ at the times and in
the manner specified in said Appendix __, provided that if such services,
facilities and property shall not be made available to the Consultant as and
when so specified, the Parties shall agree on: (i) any time extension that it may
be appropriate to grant to the Consultant for the performance of the Services;
(ii) the manner in which the Consultant shall procure any such services,
facilities and property from other sources; and (iii) the additional payments, if
any, to be made to the Consultant as a result thereof pursuant to GCC Clause
51. hereinafter which should be within the agreed contract ceiling.

37. Consultant’s Actions Requiring PROCURING ENTITY’s Prior

Approval
37.1 The Consultant shall obtain the PROCURING ENTITY’s prior approval in
writing before taking any of the following actions:

(a) appointing such members of the Personnel as are listed in Appendix __

merely by title but not by name;

(b) entering into a subcontract for the performance of any part of the
Services, it being understood: (i) that the selection of the Sub-
Consultant and the terms and conditions of the subcontract shall have
been approved in writing by the PROCURING ENTITY prior to the
execution of the subcontract; and (ii) that the Consultant shall remain
fully liable for the performance of the Services by the Sub-Consultant
and its Personnel pursuant to this Contract;

67
 (c) replacement, during the performance of the contract for any reason, of
any Personnel as listed in Appendix __ of the contract requiring the
PROCURING ENTITY’s prior approval; and

(d) any other action that may be specified in the SCC.

38. Personnel
38.1 The Consultant shall employ and provide such qualified and experienced
Personnel and Sub-Consultants as are required to carry out the Services.

38.2 The title, agreed job description, minimum qualification and estimated period
of engagement in the carrying out of the Services of each of the Consultant’s
Key Personnel are described in Appendix __.

38.3 The Key Personnel and Sub-Consultants listed by title as well as by name in
Appendix __ are hereby approved by the PROCURING ENTITY. In respect
of other Key Personnel which the Consultant proposes to use in the carrying
out of the Services, the Consultant shall submit to the PROCURING ENTITY
for review and approval a copy of their biographical data and (in the case of
Key Personnel to be used within the country of the Government) a copy of a
satisfactory medical certificate in the form attached hereto as Appendix __. If
the PROCURING ENTITY does not object in writing (stating the reasons for
the objection) within twenty-one (21) calendar days from the date of receipt of
such biographical data and (if applicable) such certificate, such Key Personnel
shall be deemed to have been approved by the PROCURING ENTITY.

38.4 The PROCURING ENTITY may request the Consultants to perform

additional services not covered by the original scope of work but are
determined by the PROCURING ENTITY to be critical for the satisfactory
completion of the services, provided that the cost of the additional services
does not exceed 10% of the original contract and does not exceed the ABC.
The cost of the additional services shall be based on the same unit rates as in
the original contract.

38.5 No changes shall be made in the Key Personnel, except for justifiable reasons
beyond the control of the Consultant, namely: death, serious illness or
incapacity or delays in project implementation as indicated in the SCC, and
only upon prior approval of the PROCURING ENTITYY. If it becomes
justifiable and necessary to replace any of the Personnel, the Consultant shall
forthwith provide as a replacement a person of equivalent or better
qualifications. If the Consultant introduces changes in Key Personnel for
reasons other than those mentioned above, the Consultant shall be liable for
the imposition of damages as described in the SCC.

38.6 Any of the Personnel provided as a replacement under Clauses 38.5 and 38.7,
the rate of remuneration applicable to such person as well as any reimbursable
expenditures the Consultant may wish to claim as a result of such replacement,
shall be subject to the prior written approval by the PROCURING ENTITY.
68
 Except as the PROCURING ENTITY may otherwise agree, (i) the Consultant
shall bear all additional travel and other costs arising out of or incidental to
any removal and/or replacement, and (ii) the remuneration to be paid for any
of the Personnel provided as a replacement shall not exceed the remuneration
which would have been payable to the Personnel replaced.

38.7 If the PROCURING ENTITY finds that any of the Personnel has committed
serious misconduct or has been charged with having committed a criminal
action as defined in the Applicable Law, or has reasonable cause to be
dissatisfied with the performance of any of the Personnel, then the Consultant
shall, at the PROCURING ENTITY’s written request specifying the grounds
therefore, forthwith provide as a replacement a person with qualifications and
experience acceptable to the PROCURING ENTITY.

39. Working Hours, Overtime, Leave, etc

39.1 Working hours and holidays for Key Personnel are set forth in Appendix __
hereto. To account for travel time, foreign Personnel carrying out Services
inside the Philippines shall be deemed to have commenced (or finished) work
in respect of the Services such number of days before their arrival in (or after
their departure from) the Philippines as specified in Appendix __ hereto.

39.2 The Key Personnel shall not be entitled to be paid for overtime nor to take
paid sick leave or vacation leave except as specified in Appendix __ hereto,
and except as specified in such Appendix, the Consultant’s remuneration shall
be deemed to cover these items. All leave to be allowed to the Personnel is
included in the staff-months of service set forth in Appendix __. Any taking
of leave by Personnel shall be subject to the prior approval by the Consultant
which shall ensure that absence for leave purposes shall not delay the progress
and adequate supervision of the Services.

39.3 If required to comply with the provisions of GCC Clause 42.1 hereof,
adjustments with respect to the estimated periods of engagement of Key
Personnel set forth in Appendix __ may be made by the Consultant by prior
written notice to the PROCURING ENTITY, provided:

(i) that such adjustments shall not alter the originally estimated period of
engagement of any individual by more than ten percent (10%); and

(ii) that the aggregate of such adjustments shall not cause payments under
this Contract to exceed the ceilings set forth in GCC Clause 51.1 of
this Contract. Any other such adjustments shall only be made with the
PROCURING ENTITY’s prior written approval.

40. Counterpart Personnel

40.1 If so provided in Appendix __ hereto, the PROCURING ENTITY shall
make available to the Consultant, as and when provided in such Appendix
69
 __, and free of charge, such Counterpart Personnel to be selected by the
PROCURING ENTITY, with the Consultant’s advice, as shall be specified
in such Appendix __. Counterpart Personnel shall work with the
Consultant. If any member of the Counterpart Personnel fails to perform
adequately any work assigned to such member by the Consultant which is
consistent with the position occupied by such member, the Consultant may
request the replacement of such member, and the PROCURING ENTITY
shall not unreasonably refuse to act upon such request.

40.2 The responsibilities of the Counterpart Personnel shall be specified in

Appendix __, attached hereto, and the Counterpart Personnel shall not
perform any work beyond the said responsibilities.

40.3 If Counterpart Personnel are not provided by the PROCURING ENTITY

to the Consultant as and when specified in Appendix __, and or if the
Counterpart Personnel lack the necessary training, experience or authority
to effectively undertake their responsibilities, the PROCURING ENTITY
and the Consultant shall agree on (i) how the affected part of the Services
shall be carried out, and (ii) the additional payments, if any, to be made by
the PROCURING ENTITY to the Consultant as a result thereof pursuant
to GCC Clause 51. hereof.

41. Performance Security

41.1 If indicated in the SCC, the Consultant shall furnish the Performance Security
in the form and amount indicated in the SCC.

41.2 Failure to comply with this requirement shall constitute sufficient grounds for
the forfeiture of the Bid Security (if submitted) and imposition of applicable
sanctions, in which event the PROCURING ENTITY may enter into
negotiations with the second ranked Consultant, and this procedure shall be
repeated until the Highest Rated and Responsive Bid is determined for award.

In case of failure, refusal, or inability of the Consultant with the Single Rated
and Responsive Bid to post the required Performance Security, the BAC of the
PROCURING ENTITY shall disqualify the said Consultant, and shall declare
a failure of Bidding.

41.3 The proceeds of the Performance Security shall be payable to the

PROCURING ENTITY as compensation for any loss resulting from the
Consultant’s failure to complete its obligations under the Contract.

41.4 The Performance Security shall be discharged by the PROCURING ENTITY

and returned to the Consultant not later than thirty (30) days following the date
of completion of the Consultant’s performance obligations and issuance of a
certificate to that effect under the Contract as described in GCC Clause 24.1.

70
42. Standard of Performance
42.1 The Consultant shall perform the Services and carry out their obligations
hereunder with all due diligence, efficiency and economy, in accordance with
generally accepted professional techniques and practices, and shall observe
sound management practices, and employ appropriate advanced technology
and safe and effective equipment, machinery, materials and methods.

42.2 The Consultant shall always act, in respect of any matter relating to this
Contract or to the Services, as faithful advisers to the PROCURING ENTITY,
and shall at all times support and safeguard the PROCURING ENTITY’s
legitimate interests in any dealings with Sub-Consultants or Third Parties.

42.3 The Consultant shall furnish to the PROCURING ENTITY such information
related to the Services as the PROCURING ENTITY may from time to time
reasonably request.

42.4 The Consultant shall at all times cooperate and coordinate with the
PROCURING ENTITY with respect to the carrying out of its assignment
under the Project.

43. Consultant Not to Benefit from Commissions, Discounts, etc

43.1 The remuneration of the Consultant pursuant to GCC Clause 52. hereof shall
constitute the Consultant’s sole remuneration in connection with this Contract
or the Services and, subject to GCC Clause 44.1 hereof, the Consultant shall
not accept for their own benefit any trade commission, discount or similar
payment in connection with activities pursuant to this Contract or to the
Services or in the discharge of their obligations hereunder, and the Consultant
shall use its best efforts to ensure that any Sub-Consultants, as well as the
Personnel and agents of either of them, similarly shall not receive any such
additional remuneration.

44. Procurement Rules of Funding Agency’s

44.1 If the Consultant, as part of the Services, has the responsibility of advising the
PROCURING ENTITY on the procurement of goods, works or services, the
Consultant shall comply with any applicable procurement guidelines of the
Government or World Bank, as the case may be, and shall at all times exercise
such responsibility in the best interest of the PROCURING ENTITY. Any
discounts or advantages obtained by the Consultant in the exercise of such
procurement responsibility shall be for the benefit of the PROCURING
ENTITY.

71
45. Specifications and Designs
45.1 The Consultant shall prepare all specifications and designs using the metric
system and so as to embody the metric system and shall embody the best
design criteria applicable to Philippine conditions. The Consultant shall
specify standards which are accepted and well-known among industrial
nations.

45.2 The Consultant shall ensure that the specifications and designs and all
documentation relating to procurement of goods and services for the Project
are prepared on an impartial basis so as to promote national and international
competitive bidding.

46. Reports
46.1 The Consultant shall submit to the PROCURING ENTITY the reports,
deliverables and documents in English, in the form, in the numbers and within
the time periods set forth in Appendix __.

47. Exemptions and Facilities

47.1 Unless otherwise specified in the SCC, the Consultant, Sub-Consultants and
Personnel shall pay such taxes, duties, fees and other impositions as may be
levied under the Applicable Law.

47.2 Unless otherwise specified in the SCC, the PROCURING ENTITY shall use
its best efforts to ensure that the Government shall:

(a) provide the Consultant, Sub-Consultants and Personnel with work

permits and such other documents as shall be necessary to enable the
Consultant, Sub-Consultants or Personnel to perform the Services;

(b) arrange for the foreign Personnel and, if appropriate, their eligible
dependents to be provided promptly with all necessary entry and exit
visas, residence permits, exchange permits and any other documents
required for their stay in the Philippines;

(c) facilitate prompt clearance through customs of any property required

for the Services and of the personal effects of the foreign Personnel
and their eligible dependents;

(d) issue to officials, agents and representatives of the Government all

such instructions as may be necessary or appropriate for the prompt
and effective implementation of the Services;

(e) grant to foreign Consultant, any foreign Sub-Consultant and the

Personnel of either of them the privilege, pursuant to the Applicable
Law, of bringing into the Government’s country reasonable amounts of
72
 foreign currency for purposes of the Services or for the personal use of
the foreign Personnel and their dependents and of withdrawing any
such amounts as may be earned therein by the Personnel in the
execution of the Services; and

(f) provide to the Consultant, Sub-Consultants and Personnel any such

other assistance as may be specified in the SCC.

48. Access to Land

48.1 The PROCURING ENTITY warrants that the Consultant shall have, free of
charge, unimpeded access to all land in the Philippines in respect of which
access is required for the performance of the Services. The PROCURING
ENTITY shall be responsible for any damage to such land or any property
thereon resulting from such access and shall indemnify the Consultant and
each of the Personnel in respect of liability for any such damage, unless such
damage is caused by the default or negligence of the Consultant or any Sub-
Consultant or the Personnel of either of them.

49. Sub Contract

49.1. The Consultant may subcontract work relating to the Services to an extent and
with such specialists and entities as may be approved in advance by the
PROCURING ENTITY, and shall submit to the PROCURING ENTITY for
prior approval the text of any proposed subcontract and any amendments
thereto which may subsequently be proposed. Notwithstanding such approval,
the Consultant shall, as provided in the Agreement, retain full responsibility
for the Services and for the content of all Reports required hereunder. In the
event that any sub-contractor is found by the PROCURING ENTITY to be
incompetent or incapable in discharging assigned duties, the PROCURING
ENTITY may request the Consultant to provide a replacement, with
qualifications and experience acceptable to the PROCURING ENTITY, or to
resume the performance of the Services itself.

50. Accounting, Inspection and Auditing

50.1 The Consultant shall:

(i) Keep accurate and systematic accounts and records in respect of the
Services hereunder, in accordance with internationally accepted
accounting principles and in such form and detail as shall clearly
identify all relevant time changes and costs, and the bases thereof;

(ii) Permit the PROCURING ENTITY or its designated representative and

or the designated representative of the Funding Source at least once for
short-term Contracts, and annually in the case of long-term Contracts,

73
 and up to one year from the expiration or termination of this Contract,
to inspect the same and make copies thereof as well as to have them
audited by auditors appointed by the PROCURING ENTITY; and

(iii) Shall permit the Funding Source to inspect the Consultant’s accounts
and records relating to the performance of the Consultant and to have
them audited by auditors approved by the Funding Source, if so
required.

50.2 The basic purpose of this audit is to verify payments under this Contract and,
in this process, to also verify representations made by the Consultant in
relation to the Contract. The Consultant shall cooperate with and assist the
PROCURING ENTITY and its authorized representatives in making such
audit. In the event the audit discloses that the Consultant has overcharged the
PROCURING ENTITY, the Consultant shall immediately reimburse the
PROCURING ENTITY an amount equivalent to the amount overpaid. If
overpayment is a result of the Consultant having been engaged in what the
PROCURING ENTITY (or, as the case may be, the Funding Source)
determines to constitute corrupt practices or fraudulent practices, as defined in
the Guidelines, rules and regulations indicated in the SCC and under the
Applicable Law, the PROCURING ENTITY shall, unless the PROCURING
ENTITY decides otherwise, terminate the contract.

50.3 The determination that a firm has engaged in corrupt or fraudulent practices
shall result in the PROCURING ENTITY and or the Funding Source seeking
the imposition of the maximum administrative, civil and criminal penalties up
to and in including imprisonment.

51. Cost Estimates; Ceiling Amount

51.1 Except as may be otherwise agreed under GCC Clause 10.1 and subject to
GCC Clause 51.2, payments under this Contract shall not exceed the ceilings
in foreign currency and in local currency specified in the SCC. The
Consultant shall notify the PROCURING ENTITY as soon as cumulative
charges incurred for the Services have reached eighty percent (80%) of either
of these ceilings.

51.2 Foreign currency payments shall be made in the currency or currencies

specified as foreign currency or currencies in the SCC, and local currency
payments shall be made in the currency of the Government.

51.3 An estimate of the cost of the Services payable in foreign currency is set forth
in Appendix __. An estimate of the cost of the Services payable in local
currency is set forth in Appendix __.

74
52. Remuneration and Reimbursable Expenditures
52.1 Payments of Services do not relieve the Consultant of any obligation
hereunder.

52.2 Remuneration for the Personnel shall be determined on the basis of time
actually spent by such Personnel in the performance of the Services unless
indicated otherwise in the SCC after the date determined in accordance with
GCC Clause 22. (or such other date as the Parties shall agree in writing)
(including time for necessary travel via the most direct route) at the rates
referred to, and subject to such additional provisions as are set forth, in the
SCC.

52.3 Remuneration for periods of less than one month shall be calculated on an
hourly basis for time spent in home office (the total of 176 hours per month
shall apply) and on a calendar-day basis for time spent away from home office
(1 day being equivalent to 1/30th of a month).

52.4 Reimbursable expenditures actually and reasonably incurred by the

Consultants in the performance of the Services, as specified in SCC.

52.5 Billings and payments in respect of the Services shall be made as follows:

(i) The PROCURING ENTITY shall cause to be paid to the Consultant an

advance payment as specified in the SCC, and as otherwise set forth
below. The advance payment shall be due after provision by the
Consultant to the PROCURING ENTITY of a bank guarantee by a
bank acceptable to the PROCURING ENTITY in an amount (or
amounts) and in a currency (or currencies) specified in the SCC, such
bank guarantee (i) to remain effective until the advance payment has
been fully set off as provided in the SCC, and (ii) to be in the form set
forth in Appendix __ hereto or in such other form as the PROCURING
ENTITY shall have approved in writing.

(ii) As soon as practicable and not later than fifteen (15) days after the end
of each calendar month during the period of the Services, the
Consultant shall submit to the PROCURING ENTITY, in duplicate,
itemized statements, accompanied by copies of receipted invoices,
vouchers and other appropriate supporting materials, of the amounts
payable pursuant to GCC Clauses 51.1 and 52. for such month.
Separate monthly statements shall be submitted in respect of amounts
payable in foreign currency and in local currency. Each such separate
monthly statement shall distinguish that portion of the total eligible
costs which pertains to remuneration from that portion which pertains
to reimbursable expenditures.

(iii) The PROCURING ENTITY shall cause the payment of the

Consultant’s monthly statements within sixty (60) days after the
receipt by the PROCURING ENTITY of such statements with
supporting documents. Only such portion of a monthly statement that

75
 is not satisfactorily supported may be withheld from payment. Should
any discrepancy be found to exist between actual payment and costs
authorized to be incurred by the Consultant, the PROCURING
ENTITY may add or subtract the difference from any subsequent
payments. Unless otherwise provided in the SCC, interest shall be
paid for delayed payments.

53. Final Payment

53.1 The final payment under this Clause shall be made only after the final report
and a final statement, identified as such, shall have been submitted by the
Consultant and approved as satisfactory by the PROCURING ENTITY. The
Services shall be deemed completed and finally accepted by the PROCURING
ENTITY and the final report and final statement shall be deemed approved by
the PROCURING ENTITY as satisfactory ninety (90) calendar days after
receipt of the final report and final statement by the PROCURING ENTITY
unless the PROCURING ENTITY, within such ninety (90)-day period, gives
written notice to the Consultant specifying in detail deficiencies in the
Services, the final report or final statement. The Consultant shall thereupon
promptly make any necessary corrections within a maximum period of ninety
(90) calendar days, and upon completion of such corrections, the foregoing
process shall be repeated.

53.2 Any amount which the PROCURING ENTITY has paid or

caused to be paid in accordance with this Clause in excess of the amounts
actually payable in accordance with the provisions of this Contract shall be
reimbursed by the Consultant to the PROCURING ENTITY within thirty (30)
days after receipt by the Consultant of notice thereof. Any such claim by the
PROCURING ENTITY for reimbursement must be made within twelve (12)
calendar months after receipt by the PROCURING ENTITY of a final report
and a final statement approved by the PROCURING ENTITY in accordance
with the above.

54. Lump Sum Contracts

54.1 For Lump Sum Contracts if indicated as applicable in the SCC,
notwithstanding the terms of Clauses 10.1, 30. (c) 39.3, 18.1, 52.2, 52.3, 52.4,
52.5, and 53.1, the provisions contained hereunder shall apply.

54.2 Personnel - Any replacement approved by the PROCURING ENTITY in

accordance with Clause 24.2 of the ITC shall be provided by the Consultant at
no additional cost.

54.3 Staffing Schedule - Should the rate of progress of the Services, or any part
hereof, be at any time in the opinion of the PROCURING ENTITY too slow
to ensure that the Services are completed in accordance with the Staffing
Schedule, the PROCURING ENTITY shall so notify the Consultant in writing
and the Consultant shall at its sole cost and expense, thereupon take such steps
76
 as necessary (subject to the PROCURING ENTITY’s approval) or as
reasonably required by the PROCURING ENTITY, to expedite progress so as
to ensure that the Services are completed in accordance with the Staffing
Schedule.

54.4 Final payment pursuant to the Payment Schedule in Appendices __ and __

shall be made by the PROCURING ENTITY after the final report has been
submitted by the Consultant and approved by the PROCURING ENTITY.

54.5 Termination - Upon the receipt or giving of any notice referred to in GCC
Clause 27.1 and if the Consultant is not in default under the Contract and has
partly or substantially performed its obligation under the Contract up to the
date of termination and has taken immediate steps to bring the Services to a
close in prompt and orderly manner, there shall be an equitable reduction in
the maximum amount payable under the Contract to reflect the reduction in
the Services, provided that in no event shall the Consultant receive less than
his actual costs up to the effective date of the termination, plus a reasonable
allowance for overhead and profit

54.6 Variations - If specified in the SCC, the PROCURING ENTITY may notify
the Consultant to alter, amend, omit, add to, or otherwise vary the Services,
provided that the changes in the Services involved are necessary for the
satisfactory completion of the project. The Consultant shall submit to the
PROCURING ENTITY an estimate for the proposed change in the Services
within fifteen (15) calendar days of receipt of a notice of variation. The said
estimate shall comprise the following:

(i) an estimate of the impact (if any) of the variation on the current
Staffing Schedule;

(ii) a detailed schedule for execution of the variation showing the

resources to be employed and any significant milestones;

(iii) a detailed costing covering the total amount of the variations; and

(iv) a proposed revision of the schedule of payments, as applicable,

pursuant to Appendices __ and/or __.

No variation will be allowed that exceeds either individually or cumulatively

an amount exceeding ten percent (10%) of the original contract price provided
further that the PROCURING ENTITY issues a Certificate of Availability of
Funds covering the amount of the variation.

55. Liquidated Damages for Delay

55.1. If the Consultant fails to deliver any or all of the Services within the period(s)
specified in the Contract, the PROCURING ENTITY shall, without prejudice
to its other remedies under the Contract and under the Applicable Law, deduct
from the Contract Price, as liquidated damages, a sum equivalent to the

77
percentage specified in the SCC of the delivered price of the unperformed
Services for each day of delay until actual performance, up to a maximum
deduction of the percentage specified in the SCC. Once the maximum is
reached, the PROCURING ENTITY may consider termination of the Contract
pursuant to GCC Clause 27..

78
Section V. Special Conditions of Contract

Notes on the Special Conditions of Contract

Similar to the PDS in Section III, the Clauses in this Section V are intended to assist the
PROCURING ENTITY in providing contract-specific information in relation to
corresponding clauses in the GCC.

The provisions of Section V complement the GCC included in Section IV, specifying
contractual requirements linked to the special circumstances of the PROCURING
ENTITY, the PROCURING ENTITY’s country, the sector, and the Services purchased. In
preparing Section V, the following aspects should be checked:

(a) Information that complements provisions of Section IV must be incorporated.

(b) Amendments and/or supplements to provisions of Section IV, as necessitated by

the circumstances of the specific purchase, must also be incorporated.

However, no special condition which defeats or negates the general intent and purpose of
the provisions of Section IV should be incorporated.

79
 Table of Contents

SCC 1. GCC Clause 1 Definitions (1.1 (b))............................................81

SCC 2. GCC Clause 6 Consultants and Affiliates Not to Engage in
Certain Activities (6.2 (b))..........................................................81
SCC 3. GCC Clause 7Authority of Member in Charge (7.1)................81
SCC 4. GCC Clause 8 Resident Project Manager (8.1)........................81
SCC 5. GCC Clause 10 Modification (10.1)...........................................82
SCC 6. GCC Clause 12 Authorized Representatives (12.1)..............82
SCC 7. GCC Clause 15 Notices (15.1).................................................82
SCC 8. GCC Notices 15.2.......................................................................82
SCC 9. GCC Clause 16 Warranty as to Eligibility (16.1)....................83
SCC 10. GCC Clause 18 Payment (18.2)...............................................85
SCC 11. GCC Clause 19 Currency of Payment (19.1)..........................86
SCC 12. GCC Clause 20 Liability of the Consultant (20.1)..................88
SCC 13. GCC Clause 22 Effectivity of Contract (22.1)........................89
SCC 14. GCC Clause 23 Commencement of Services (23.1).............89
SCC 15. GCC Clause 24 Expiration of Contract (24.1)........................89
SCC 16. GCC Clause 27 Notice of Termination (27.1)...........................89
SCC 17. GCC Clause 33 Dispute Settlement (33.2).............................89
SCC 18. GCC Clause 34 Documents Prepared by the Consultant and
Software Developed to be the Property of the (34.1)............92
SCC 19. GCC Clause 37 Consultant’s Actions Requiring PROCURING
ENTITY’s Prior Approval (37.1(d))...........................................92
SCC 20. GCC Clause 38 Personnel (38.5).............................................92
SCC 21. GCC Clause 41 Performance Security (41.1)........................93
SCC 22. GCC Clause 47 Exemptions and Facilities (47.1)................94
SCC 23. GCC Clause 51 Cost Estimates; Ceiling Amount (51.1)......95
SCC 24. GCC Clause Cost Estinmates; Ceiling Amount (51.1)...........95
SCC 25. GCC Clause 52.2 Remuneration and Reimbursable
Expenditures...............................................................................95
SCC 26. GCC Clause 52.4 Remuneration and Reimbursable
Expenditures...............................................................................97
SCC 27. GCC Clause 52.5 (i) Billings and payments in respect of the
Services shall be made as follows:..........................................99
SCC 28. GCC Clause 52.5 (iii) Billings and payments in respect of the
Services shall be made as follows:........................................100
SCC 29. GCC Clause 54 Lump Sum Contracts.................................100
SCC 30. GCC Clause 55 Liquidated Damages for Delay.................100

80
SCC Clause Number followed by GCC Clause Number

SCC 1. GCC Clause 1. ( (1.1 (b))

GCC 1.1 (b) The Funding Source is select one, delete rest:

The Government of the Philippines

The World Bank

SCC 2. GCC Clause 6. Consultants and Affiliates Not to Engage in

Certain Activities (6.2 (b))
Note: It is essential that Consultants that advise PROCURING ENTITIES on the
privatization of state owned enterprises or other assets (or on related problems), be
prohibited from “switching sides” upon completion of their assignment and then
either appearing as purchaser of these enterprises/assets or advising potential
purchasers in this context. In these situations, the following provision must be used:

GCC 6.2 (b) “For a period of two years after the expiration of this Contract,
the Consultants shall not engage, and shall cause its Personnel
as well as their Sub-Consultants and its Personnel not to
engage, in the activity of a purchaser (directly or indirectly) of
the assets on which they advised the PROCURING ENTITY
under this Contract nor in the activity of an adviser (directly or
indirectly) of potential purchasers of such assets. The
Consultants also agree that their affiliates shall be disqualified
for the same period of time from engaging in the said
activities.”

SCC 3. GCC Clause 7.Authority of Member in Charge (7.1)

GCC 7.1 The Member in Charge is [name of member].

Note: If the Consultants consist of a JV of more than one entity, the name of the
entity whose address is specified in SCC Clause 1.6.1 should be inserted here. If the
Consultant consists only of one entity, state “not applicable”.

SCC 4. GCC Clause 8. Resident Project Manager (8.1)

Note: If there is a resident project manager, state here:

GCC 8.1 “The person designated as resident project manager in Appendix __

shall serve in that capacity, as specified in GCC Clause 8.1.” If there
is no such manager, state “not applicable”

81
SCC 5. GCC Clause 10 Modification (10.1)
GCC 10.1 If the Funding Source is World Bank:

Modification of the terms and conditions of the Contract,

including any modification of the scope of the services, shall
not be effective until prior written consent of World Bank is
obtained.

If the Funding Source is wholly GOP, the approval of the Head

of the PROCURING ENTITY shall suffice.

SCC 6. GCC Clause 12. Authorized Representatives (12.1)

GCC 12.1 The Authorized Representatives are:

For the PROCURING ENTITY:

For the Consultants:__________________________

SCC 7. GCC Clause 15. Notices (15.1)

GCC 15.1 The addresses are
PROCURING ENTITY: [insert name of PROCURING ENTITY]
Attention: [insert name of Authorized Representative]
Address:
Facsimile:
Email Address__________________________

Consultants: [insert name of Consulting firm]

Attention: [insert name of Authorized Representative]
Address:
Facsimile:
Email Address__________________________

SCC 8. GCC Notices 15.2

GCC 15.2 Notice shall be deemed to be effective as follows:

(a) in the case of personal delivery or registered mail, on delivery;

(b) in the case of facsimiles, [written hours] ([numerical hours]) hours

following confirmed transmission;

(c) in the case of telegrams, [written hours] ([numerical hours]) hours

following confirmed transmission; or

82
 (d) in the case of facsimiles, [written hours] ([numerical hours]) hours
following confirmed transmission.

SCC 9. GCC Clause 16. Warranty as to Eligibility (16.1)

GCC 16.1 The Consultants warrant that it and all its Sub-Consultants are

1. A Filipino Consultant. A Filipino Consultant may be an individual, sole

proprietorship, partnership, corporation or a JV satisfying the definition of a
Consultant under the IRR Part A of R.A. 9184 and the following requirements:

a) Individuals –

Must be a citizen of the Philippines; and

When the types and fields of Consulting Services in which he wishes to

engage involve professions regulated by the laws of the Philippines, he
must be a registered professional authorized by the appropriate
regulatory body to practice those professions and allied professions.

b) Sole Proprietorship –

The owner of the sole proprietorship must be a citizen of the Philippines;

The sole proprietorship firm must be registered with and authorized by

the Bureau of Domestic Trade; and

When the types and fields of Consulting Services in which the sole
proprietorship wishes to engage involve professions regulated by laws of
the Philippines, the owner and key staff of the sole proprietorship must
be registered professionals authorized by the appropriate regulatory body
to practice those professions and allied professions.

c) Partnership –

At least sixty (60%) of the partnership’s interest must be owned by

citizens of the Philippines;

The partnership firm must be registered with and authorized by the SEC
to engage in the particular type of consulting service/s; and

When the types and fields of Consulting Services in which the

partnership firm wishes to engage involve professions regulated by laws
of the Philippines, all the partners of the professional partnership firm
and those who shall actually perform the services shall be registered
professionals authorized by the appropriate regulatory body to practice
those professions and allied professions.

d) Corporation –
83
 At least sixty percent (60%) of the outstanding capital stock must be
owned by citizens of the Philippines;

The corporation must be registered with and authorized by the SEC and
whose primary purpose is to engage in the particular type of consulting
service/s involved; and

When the types and fields of Consulting Services in which the

corporation wishes to engage involve the practice of professions
regulated by law, all the stockholders and directors of the corporation
and those who will actually perform the services shall be Filipino
citizens and registered professionals authorized by the appropriate
regulatory body to practice the said professions and allied professions,
provided, however, that the relevant laws allow corporations to engage
in the said services.

e) Joint Venture –

JVs among Filipino Consultants and among Filipino and foreign

Consultants may be allowed if such results in better quality of
consultancy subject to pertinent laws and the relevant provisions of the
IRR Part A of R.A. 9184. The JV shall be jointly and severally
responsible for the obligations and the civil liabilities arising from the
Consulting Services, provided that Filipino ownership or interest thereof
shall be at least sixty percent (60%). However, when the types and fields
of Consulting Services in which the JV wishes to engage involve the
practice of professions regulated by law, all members of the JV, and all
the partners or stockholders and directors of each member, as well as all
those who will actually perform the services shall be Filipino citizens
and registered professionals authorized by the appropriate regulatory
body to practice those professions and allied professions. For this
purpose, Filipino ownership or interest shall be based on the
contributions of each of the members of the JV as specified in their JVA.

2. A Foreign Consultant. A foreign Consultant may be an individual, sole

proprietorship, partnership, corporation or JV satisfying the definition of a
Consultant for the purposes of the contract, but not meeting the citizenship,
ownership, interest and/or registration/authorization requirements for a Filipino
Consultant under this contract. To qualify for hiring for Consulting Services, the
foreign Consultant must satisfy the following minimum requirements:

a) The foreign Consultant must be registered with the SEC and/or any
agency authorized by the laws of the Philippines; and

b) When the types and fields of Consulting Services in which the foreign
Consultant wishes to engage involve the practice of regulated
professions, the foreign Consultant must be authorized by the
appropriate Philippine Government professional regulatory body to
engage in the practice of those professions and allied professions:
84
 Provided, however, That the limits of such authority shall be strictly
observed.

SCC 10. GCC Clause 18. Payment (18.2)

Note: In order to adjust the remuneration for foreign and/or local inflation, a price
adjustment provision should be included here if the contract has a duration of more than
eighteen (18) months or if the foreign or local inflation is expected to exceed five percent
(5%) per annum. This provision applies to all contracts of over eighteen (18) months
duration except those funded by the GOP.

If the contract is funded by the GOP irrespective of the duration delete the entire clause
from the SCC and state “Not Applicable”.

The adjustment should be made every twelve (12) months after the date of the contract for
remuneration in foreign currency and—except if there is very high inflation in the
PROCURING ENTITY’s country, in which case more frequent adjustments should be
provided for—at the same intervals for remuneration in local currency. Remuneration in
foreign currency should be adjusted by using the relevant index for salaries in the country
of the respective foreign currency (which normally is the country of the Consultants) and
remuneration in local currency by using the corresponding index for the PROCURING
ENTITY’s country. A sample provision is provided below for guidance:

GCC 18.2 “Payments for remuneration made in accordance with GCC Clause
18.2 in [foreign and/or] [local] currency shall be adjusted as follows:

(i) Remuneration paid in foreign currency pursuant to the rates set

forth in Appendix __ shall be adjusted every twelve (12) months
(and, the first time, with effect for the remuneration earned in the
13th calendar month after the date of the Contract) by applying the
following formula:

where Rf is the adjusted remuneration, Rfo is the remuneration

payable on the basis of the rates set forth in Appendix __ for
remuneration payable in foreign currency, If is the official index for
salaries in the country of the foreign currency for the first month for
which the adjustment is supposed to have effect, and Ifo is the
official index for salaries in the country of the foreign currency for
the month of the date of the Contract.

(ii) Remuneration paid in local currency pursuant to the rates set forth
in Appendix __ shall be adjusted every [number] months (and, for
the first time, with effect for the remuneration earned in the
[number] the calendar month after the date of the Contract) by
applying the following formula:
85
 where Rl is the adjusted remuneration, Rlo is the remuneration
payable on the basis of the rates set forth in Appendix __ for
remuneration payable in local currency, Il is the official index for
salaries in the PROCURING ENTITY’s country for the first month
for which the adjustment is to have effect and, Ilo is the official
index for salaries in the PROCURING ENTITY’s country for the
month of the date of the Contract.”

GCC 18.3 The accounts are:

for foreign currency: [insert account]

for local currency: [insert account]

SCC 11. GCC Clause 19. Currency of Payment (19.1)

GCC 19.1 If the Funding Source is wholly GOP:

“Remuneration for both foreign and local personnel, as well as

reimbursables, shall be denominated and paid in Philippine Pesos.”

If the Funding Source is WB:

“Remuneration for foreign personnel shall be paid in foreign currency

and remuneration for local personnel shall be denominated and paid in
Philippine Pesos.”

For foreign-assisted projects, The reimbursable expenditures in foreign

currency shall be the following:

(1) a per diem allowance for each of the foreign or local Personnel
for every day in which such Personnel shall be outside the
Philippines for the purpose of the Services at the daily rate
specified in Appendix __;

(2) The cost of international transportation of the foreign Personnel

by the most appropriate means of transport and the most direct
practicable route to and from the Consultants’ home office; in
the case of air travel, this shall be by economy class;

86
(3) the cost of acquisition, shipment and handling of the following
equipment, instruments, materials and supplies required for the
Services: [amount];

(4) the cost of laboratory tests on materials, model tests and other
technical services undertaken abroad, as authorized or
requested by the PROCURING ENTITY, as specified in
Appendix __;

(5) such other costs which shall be agreed upon by the Parties in
writing as required for the completion of the Services as the
Parties may have agreed upon pursuant to the provisions of
GCC Clause 6.1(c).

The reimbursable expenditures in local currency shall be the following:

(1) a subsistence allowance for each of the foreign or local

Personnel for the duration of their assignment in their base
station outside of their region of residence in the Philippines at
the rates specified in Appendix __;

(2) a per diem allowance for each of the foreign or local personnel
for the duration of their field trips outside of their base station,
not exceeding thirty (30) days per trip.

(3) the cost of the following locally procured items: local

transportation, office accommodations, camp facilities, camp
services, subcontracted services, soil testing, equipment rentals,
supplies, utilities and communication charges arising in the
Government’s country, all if and to the extent required for the
purpose of the Services, at rates specified in Appendix __;

(4) the cost of equipment, materials and supplies to be procured

locally in the Government’s country as specified in Appendix
__;

(5) the local currency cost of any subcontract required for the
Services and approved in writing by the PROCURING
ENTITY;

(6) any such additional payments in local currency for properly

procured items as the Parties may have agreed upon pursuant to
the provisions of GCC Clause 6.1 (c); and

(7) the cost of such further items as may be required by the

Consultants for the purpose of the Services, as agreed in
writing by the PROCURING ENTITY.

Note: Items that are not applicable should be deleted; others may be
added, like e.g., a provision drafted in case local Personnel
87
 have to work for extended time periods at considerable
distance from their normal duty station.

SCC 12. GCC Clause 20. Liability of the Consultant (20.1)

Note: Proposals to introduce exclusions/limitations of the Consultants’ liability
under the Contract should be carefully scrutinized. In this regard policy on this
matter is as follows:

If the Parties agree that the Consultants’ liability should simply be governed by
the Applicable Law, they should State:

GCC 20.1 The Consultants’ liability shall be that defined under the applicable
law.

If the Parties wish to limit or to partially exclude the Consultants’ liability to the
PROCURING ENTITY, they should note that, to be acceptable, any limitation of
the Consultants’ liability should at the very least be reasonably related to (a) the
damage the Consultants might potentially cause to the PROCURING ENTITY,
and (b) the Consultants’ ability to pay compensation using their own assets and
reasonably obtainable insurance coverage. The Consultants’ liability should not
be limited to less than (i) the estimated total payments to the Consultants under
the Contract for remuneration and reimbursables, or (ii) the proceeds the
Consultants may be entitled to receive from any insurance they maintain to cover
such liability, whichever of (i) or (ii) is higher. A statement to the effect that the
Consultants are liable only for the re-performance of faulty Services is not
acceptable to the Bank. Also, the Consultants’ liability should never be limited
for loss or damage caused by the Consultants’ gross negligence or willful
misconduct. Consequently the following provisions with respect to the
Consultants’ liability, which the Parties could introduce here in the SCC:

GCC 20.1 Limitation of the Consultants’ Liability towards the PROCURING

ENTITY

(a) Except in case of gross negligence or willful misconduct on the

part of the Consultants or on the part of any person or firm
acting on behalf of the Consultants in carrying out the Services,
the Consultants, with respect to damage caused by the
Consultants to the PROCURING ENTITY’s property, shall not
be liable to the PROCURING ENTITY:

(i) for any indirect or consequential loss or damage; and

(ii) for any direct loss or damage that exceeds (A) the total
payments for professional fees and reimbursable
expenditures made or expected to be made to the
Consultants hereunder, or (B) the proceeds the
Consultants may be entitled to receive from any insurance
maintained by the Consultants to cover such a liability,
whichever of (A) or (B) is higher.
88
 (b) This limitation of liability shall not affect the Consultants’
liability, if any, for damage to Third Parties caused by the
Consultants or any person or firm acting on behalf of the
Consultants in carrying out the Services.”

Provisions to the effect that the PROCURING ENTITY shall indemnify and hold
harmless the Consultants against third party claims are not acceptable, except, of
course, if a claim is based on loss or damage caused by a default or wrongful act
of the PROCURING ENTITY.]

SCC 13. GCC Clause 22. Effectivity of Contract (22.1)

GCC 22.1 The effectiveness conditions are the following:

Note: List here any conditions of effectiveness of the Contract, e.g., approval of
the Contract by the NEDA, DBM, WB, etc., PROCURING ENTITY’s approval of
Consultants’ proposals for appointment of specified key staff members,
effectiveness of Appropriations, Loans or Credits, receipt by Consultants of
advance payment and by PROCURING ENTITY of advance payment guarantee

SCC 14. GCC Clause 23. Commencement of Services (23.1)

GCC 23.1 The time period shall be [insert length of time] or such other time
period as the parties may agree in writing.

Note: Fill in the time period, e.g., “four (4) months.”

SCC 15. GCC Clause 24. Expiration of Contract (24.1)

GCC 24.1 The time period shall be [insert length of time] or such other time
period as the parties may agree in writing.

Note: Fill in the time period, e.g., “four (4) months after the submission of the
Consultants final report.”

SCC 16. GCC Clause 27. Notice of Termination (27.1)

GCC 27.1 If the funding source is GOP, in case of termination, written notice
shall be understood to mean fifteen (15) days for short term contracts,
i.e., four (4) months or less and thirty (30) days for long term contracts.

SCC 17. GCC Clause 33. Dispute Settlement (33.2)

Select one of the following clauses (and in any event always the first when the funding is
GOP):
89
 GCC 33.2 Any and all disputes arising from the implementation of a contract
covered by the R.A. 9184 and its IRR Part A shall be submitted to
arbitration in the Philippines according to the provisions of Republic
Act 876, otherwise known as the "Arbitration Law": Provided
however, that, disputes that are within the competence of the
Construction Industry Arbitration Commission to resolve shall be
referred thereto. Provided further, that, by mutual agreement, the
parties may agree in writing to resort to other alternative modes of
dispute resolution.

Or, in consultation with the funding source when it is not the GOP

GCC 33.2 Disputes shall be settled by arbitration in accordance with the

following provisions:

1. Selection of Arbitrators. Each dispute submitted by a Party to

arbitration shall be heard by a sole arbitrator or an arbitration panel
composed of three arbitrators, in accordance with the following
provisions:
(a) Where the Parties agree that the dispute concerns a technical
matter, they may agree to appoint a sole arbitrator or, failing
agreement on the identity of such sole arbitrator within thirty
(30) days after receipt by the other Party of the proposal of a
name for such an appointment by the Party who initiated the
proceedings, either Party may apply to [name an appropriate
international professional body, e.g., the Federation
Internationale des Ingenieurs-Conseil (FIDIC) of Lausanne,
Switzerland] for a list of not fewer than five nominees and, on
receipt of such list, the Parties shall alternately strike names
therefrom, and the last remaining nominee on the list shall be
the sole arbitrator for the matter in dispute. If the last
remaining nominee has not been determined in this manner
within sixty (60) days of the date of the list, [insert the name
of the same professional body as above] shall appoint, upon
the request of either Party and from such list or otherwise, a
sole arbitrator for the matter in dispute.

(b) Where the Parties do not agree that the dispute concerns a
technical matter, the PROCURING ENTITY and the
Consultants shall each appoint one arbitrator, and these two
arbitrators shall jointly appoint a third arbitrator, who shall
chair the arbitration panel. If the arbitrators named by the
Parties do not succeed in appointing a third arbitrator within
thirty (30) days after the latter of the two arbitrators named by
the Parties has been appointed, the third arbitrator shall, at the
request of either Party, be appointed by [name an appropriate
international appointing authority, e.g., the Secretary General
of the Permanent Court of Arbitration, The Hague; the
Secretary General of the International Centre for Settlement
90
 of Investment Disputes, Washington, D.C.; the International
Chamber of Commerce, Paris; etc.].

(c) If, in a dispute subject to this Clause, one Party fails to

appoint its arbitrator within thirty (30) days after the other
Party has appointed its arbitrator, the Party which has named
an arbitrator may apply to the [name the same appointing
authority as in SCC Clause 8.2 1.(b)] to appoint a sole
arbitrator for the matter in dispute, and the arbitrator
appointed pursuant to such application shall be the sole
arbitrator for that dispute.

GCC 33.2 Rules of Procedure. Except as stated herein, arbitration proceedings

shall be conducted in accordance with the rules of procedure for
arbitration of the United Nations Commission on International Trade
Law (UNCITRAL) as in force on the date of this Contract.

GCC 33.2 Substitute Arbitrators. If for any reason an arbitrator is unable to

perform his function, a substitute shall be appointed in the same manner
as the original arbitrator.

GCC 33.2 Nationality and Qualifications of Arbitrators. The sole arbitrator or the
third arbitrator appointed pursuant to paragraphs (a) through (c) of SCC
Clause 8.2 1 hereof shall be an internationally recognized legal or
technical expert with extensive experience in relation to the matter in
dispute and shall not be a national of the Consultants’ home country
[Note: If the Consultants consist of more than one entity, add: or of the
home country of any of their Members] or of the Government. For the
purposes of this Clause, “home country” means any of:

(a) the country of incorporation of the Consultants [Note: If the

Consultants consist of more than one entity, add: or of any of their
Members]; or

(b) the country in which the Consultants’ [or any of their Members’]
principal place of business is located; or

(c) the country of nationality of a majority of the Consultants’ [or of

any Members’] shareholders; or

(d) the country of nationality of the Sub-Consultant concerned, where

the dispute involves a subcontract.

GCC 33.2 Miscellaneous. In any arbitration proceeding hereunder:

(a) proceedings shall, unless otherwise agreed by the Parties, be held

in [location];

91
 (b) the [type of language] language shall be the official language for
all purposes; and

(c) the decision of the sole arbitrator or of a majority of the arbitrators

(or of the third arbitrator if there is no such majority) shall be final
and binding and shall be enforceable in any court of competent
jurisdiction, and the Parties hereby waive any objections to or
claims of immunity in respect of such enforcement.

Note: Contracts must include choice of law and dispute settlement provisions.
International commercial arbitration as provided in the above Clause has
substantial advantages for both parties over other dispute settlement provisions,
and the above clause is strongly recommended. Nevertheless, if the relevant
provisions are clear and fair to both parties, it is acceptable to propose an
alternative to the above Clause.

In the event that the contract is less than the equivalent of $250,000 in value
international arbitration is unwieldy and expensive. The following provision is
recommended.

All disputes arising in connection with the present Contract shall be finally settled
under the Rules of Conciliation and Arbitration of the International Chamber of
Commerce by one or more arbitrators appointed in accordance with said Rules. The
place of such arbitration shall be the Philippines and the local ICC shall facilitate
proceedings.

SCC 18. GCC Clause 34. Documents Prepared by the Consultant and
Software Developed to be the Property of the (34.1)
GCC 34.1 The drawings, specifications, designs, reports, other documents and
software prepared by the Consultants for the PROCURING ENTITY
under this Contract shall become and remain the property of the
PROCURING ENTITY are as follows:

[List here]

SCC 19. GCC Clause 37. Consultant’s Actions Requiring

PROCURING ENTITY’s (37.1(d))
GCC 27.1 (d) The Consultants actions requiring the PROCURING ENTITY’s prior
approval are:

[List here]

SCC 20. GCC Clause 38. Personnel (38.5)

92
If the funding is GOP retain the following:

GCC 38.5 Once the Contract is effective any change introduced in the key
personnel that is not agreed to by the Client and is not for the reasons
of death or illness of an individual Consultant in the first fifty percent
(50%) of the Contracted inputs of the individual Consultant shall result
in the imposition of damages. Violators will be fined an amount equal
to the refund of the replaced personnel's basic rate, which should be at
least fifty percent (50%) of the total basic rate for the duration of the
engagement.

If the funding is not the GOP delete the above and retain the following:

GCC 38.5 Once the Contract is effective any change introduced in the Key
Personnel that is not agreed to by the Client and is not for the reasons
of death or illness of an individual Consultant shall not be considered.

SCC 21. GCC Clause 41. Performance Security (41.1)

If the Funding Source is not the GOP state:

GCC 41.1 No Performance Security is required.

If the Funding Source is the GOP, delete the above and retain the following:

GCC 41.1 Within ten (10) days of receipt of the notification of Contract award, the
Consultants shall furnish to the PROCURING ENTITY the Performance
Security. The proceeds of the Performance Security shall be payable to
the PROCURING ENTITY as compensation for any loss resulting from
the Consultant’s failure to complete its obligations under the Contract.

GCC 41.1 At the Consultants’ option the Performance Security is to be in any of the
following form:

i. Cash, certified check, cashier’s check, manager’s check, bank draft

or irrevocable letter of credit in the amount of five percent (5%) of
the Contract Price.

ii. Bank guarantee in the form prescribed in Section ______ in the

amount of ten percent (10%) of the Contract Price.

iii. Surety bond in the amount of thirty percent (30%) of the Contract
Price.

iv. Foreign government guarantee, in the amount of one hundred

percent (100%) of Contract Price.

Note: The PROCURING ENTITY may choose the acceptable Performance

Security from the above-mentioned forms.
93
 GCC 41.1 The Performance Security shall be discharged by the PROCURING
ENTITY and returned to the Supplier not later than thirty (30) days
following the date of the expiration of the contract specified in SCC 15
for GCC 24.1.

SCC 22. GCC Clause 47. Exemptions and Facilities (47.1)

If the Funding Source is the GOP retain the following:

GCC 47.1 Both foreign and local Consultants shall be entirely responsible for all
taxes, stamp duties, license fees, and other such levies imposed

If the funding agency is not the GOP delete the clause above and retain the following:

GCC 47.1 The PROCURING ENTITY warrants that the Consultants, the Sub-
Consultants and the Personnel shall be exempt from (or that the
PROCURING ENTITY shall pay on behalf of the Consultants, the Sub-
Consultants and the Personnel, or shall reimburse the Consultants, the
Sub-Consultants and the Personnel for) any taxes, duties, fees, levies and
other impositions imposed, under the Applicable Law, on the
Consultants, the Sub-Consultants and the Personnel in respect of:

(a) any payments whatsoever made to the Consultants, Sub-

Consultants and the Personnel (other than nationals of the
Government or permanent residents of the Government’s country),
in connection with the carrying out of the Services;

(b) any equipment, materials and supplies brought into the

Government’s country by the Consultants or Sub-Consultants for
the purpose of carrying out the Services and which, after having
been brought into such territories, shall be subsequently withdrawn
therefrom by them;

(c) any equipment imported for the purpose of carrying out the
Services and paid for out of funds provided by the PROCURING
ENTITY and which is treated as property of the PROCURING
ENTITY;

(d) any property brought into the Government’s country by the

Consultants, any Sub-Consultants or the Personnel (other than
nationals of the Government or permanent residents of the
Government’s country), or the eligible dependents of such
Personnel for their personal use and which shall subsequently be
withdrawn therefrom by them upon their respective departure from
the Government’s country, provided that:

(1) the Consultants, Sub-Consultants and Personnel, and their

eligible dependents, shall follow the usual customs procedures

94
 of the Government in importing property into the
Government’s country; and

(2) if the Consultants, Sub-Consultants or Personnel, or their

eligible dependents, do not withdraw but dispose of any
property in the Government’s country upon which customs
duties and taxes have been exempted, the Consultants, Sub-
Consultants or Personnel, as the case may be, (i) shall bear
such customs duties and taxes in conformity with the
regulations of the Government, or (ii) shall reimburse them to
the PROCURING ENTITY if they were paid by the
PROCURING ENTITY at the time the property in question
was brought into the Government’s country.

Note: The international funding Agency’s do not reimburse payments for

duties and taxes levied), it leaves it to the PROCURING ENTITY to decide
whether the Consultants (i) should have to pay levies of this kind without
reimbursement by the PROCURING ENTITY, (ii) should be exempted from any
such levies, or (iii) should be reimbursed by the PROCURING ENTITY for any
such levies they might have to pay (or that the PROCURING ENTITY would pay
such levies on behalf of the Consultants and the Personnel). In the first case, this
Clause should be deleted from the SC; in the second and third case, this Clause
should be used in the SCC.

The Consultants must be informed about which alternative the PROCURING

ENTITY wishes to apply before they are to submit their Financial Proposal. If the
first alternative is to apply, the Consultants should be provided with the
information necessary to allow them to calculate their approximate liability for
the applicable taxes, duties and impositions.

SCC 23. GCC Clause 51. Cost Estimates; Ceiling Amount (51.1)
GCC 51.1 The total ceiling amount in Philippine Pesos is [insert amount]. The
total ceiling amount in foreign currency is [insert currency and
amount].

SCC 24. GCC Clause Cost Estimates; Ceiling Amount (51.1)

GCC 51.1 The currency (ies) of payment are [insert currency].

SCC 25. GCC Clause 52.2 Remuneration and Reimbursable

Expenditures
Note 1: Where price is not an evaluation criterion in the selection of Consultants, the
PROCURING ENTITY must request the Consultants to submit certain representations
about the Consultants’ salary and related costs, which representations are then used by
the parties when negotiating the applicable remuneration rates. In this case, the text set
forth below should be used.
95
GCC 52.2 It is understood (i) that the remuneration rates shall cover: (a) such
salaries and allowances as the Consultants shall have agreed to pay to the
Personnel as well as factors for social charges and overhead based on the
Consultants’ average costs, as represented by the financial statements of
the Consultants’ latest three fiscal years; (b) the cost of backstopping by
home office staff not included in the Personnel listed in Appendix __;
and (c) the Consultants’ fee; (ii) that bonuses or other means of profit-
sharing shall not be allowed as an element of overhead; and (iii) that any
rates specified for persons not yet appointed shall be provisional and
shall be subject to revision, with the written approval of the
PROCURING ENTITY, once the applicable salaries and allowances are
known.

GCC 52.2 The remuneration rates have been agreed upon based on the
representations made by the Consultants during the negotiation of this
Contract with respect to the Consultants’ costs and charges, as such
representations are evidenced (i) by the form “Consultants’
Representations regarding Costs and Charges,” dated [Fill in the date of
the Form properly executed by the Consultants], which was submitted
by the Consultants to the PROCURING ENTITY during such
negotiation [Note: A model of such a form is attached at the end of these
SCCs as Model Form I. When inviting the selected Consultants for
contract negotiation, the PROCURING ENTITY should request the
Consultants to submit this Form no later than at the beginning of the
negotiation, properly filled in and executed, and together with the
necessary salary slips], and (ii) by the form “Breakdown of Agreed
Fixed Rates in Consultants’ Contract,” dated [Fill in the date of the
Form properly executed by the Consultants], which was executed by the
Consultants at the conclusion of such negotiation [Note: A model of
such a form is attached at the end of these SCCs as Model Form II. The
Consultants should be requested to execute this Form at the conclusion
of the contract negotiation when the Parties have agreed on the fixed
rates and their breakdown.]. Should these representations be found by
the PROCURING ENTITY (either through inspections or audits) to be
materially incomplete or inaccurate, the PROCURING ENTITY shall be
entitled to introduce appropriate modifications in the remuneration rates
affected by such materially incomplete or inaccurate representations.
Any such modification shall have retroactive effect and, in case
remuneration has already been paid by the PROCURING ENTITY
before any such modification, (i) the PROCURING ENTITY shall be
entitled to offset any excess payment against the next monthly payment
to the Consultants, or (ii) if there are no further payments to be made by
the PROCURING ENTITY to the Consultants, the Consultants shall
reimburse to the PROCURING ENTITY any excess payment within
thirty (30) days of receipt of a written claim of the PROCURING
ENTITY. Any such claim by the PROCURING ENTITY for
reimbursement must be made within twelve (12) calendar months after
receipt by the PROCURING ENTITY of a final report and a final

96
 statement approved by the PROCURING ENTITY in accordance with
this Contract.

Note 2: Where price is an evaluation criterion, the above representations are not
required, and the text set forth below should be used.

GCC 52.2 It is understood (i) that the remuneration rates shall cover: (a) such
salaries and allowances as the Consultants shall have agreed to pay to
the Personnel as well as factors for social charges and overhead; (b) the
cost of backstopping by home office staff not included in the Personnel
listed in Appendix __; and (c) the Consultants’ fee; (ii) that bonuses or
other means of profit-sharing shall not be allowed as an element of
overhead; and (iii) that any rates specified for persons not yet
appointed shall be provisional and shall be subject to revision, with the
written approval of the PROCURING ENTITY.

SCC 26. GCC Clause 52.4 Remuneration and Reimbursable

Expenditures
GCC 52.4 The reimbursable expenditures in foreign currency shall be the
following:

a) a per diem allowance for each of the foreign or local Personnel for
every day in which such Personnel shall be absent from his home
office and shall be outside the country of the Government for the
purpose of the Services at the daily rate specified in Appendix __;

b) the following transportation costs:

(i) the cost of international transportation of the foreign

Personnel and, as specified below, eligible dependents of the
foreign Personnel, by the most appropriate means of transport
and the most direct practicable route to and from the
Consultants’ home office; in the case of air travel, this shall
be by less than first class;

(ii) the cost of transportation to and from the Government’s

country of eligible dependents who shall be the spouse and
not more than two (2) unmarried dependent children under
eighteen (18) years of age of those of the foreign Personnel
assigned to resident duty in the Government’s country for the
purpose of the Services for periods of six (6) consecutive
months or longer, provided that the stay of such dependents
in the Government’s country shall have been for not less than
three (3) consecutive months, duration. If the assignment
period for resident staff of the foreign Personnel shall be
thirty (30) months or more, one extra economy class air trip
for their eligible dependents for every twenty-four (24)-
month assignment shall be reimbursed;
97
 (iv) for the air travel of each of the foreign Personnel, and each
eligible dependent, the cost of excess baggage up to twenty
(20) kilograms per person, or the equivalent in cost of
unaccompanied baggage or air freight; and

(v) miscellaneous travel expenses such as the cost of

transportation to and from airports, airport taxes, passport,
visas, travel permits, vaccinations, etc., at a fixed unit price
per round trip as specified in Appendix __;

c) the cost of communications (other than those arising in the

Government’s country) reasonably required by the Consultants for
the purposes of the Services;

d) the cost of printing, reproducing and shipping of the documents,

reports, drawings, etc. specified in Appendices __ and __ hereof;

e) the cost of acquisition, shipment and handling of the following

equipment, instruments, materials and supplies required for the
Services: [insert amount];

f) the cost of shipment of personal effects up to [insert amount];

g) the cost of programming and use of, and communication between,

the computers for the purposes of the Services at the rate set forth
in Appendix __;

h) the cost of training of the PROCURING ENTITY’s personnel

outside the Government’s country, as specified in Appendix __;

i) the cost of laboratory tests on materials, model tests and other

technical services authorized or requested by the PROCURING
ENTITY, as specified in Appendix __;

j) the foreign currency cost of any subcontract required for the

Services and approved in writing by the PROCURING ENTITY;

k) The cost of items not covered in the foregoing but which may be
required by the Consultants for completion of the Services, subject
to the prior authorization in writing by the PROCURING ENTITY;
and

l) any such additional payments in foreign currency for properly

procured items as the Parties may have agreed upon.

Note: Items that are not applicable should be deleted; others may be added.

GCC 52.4 The reimbursable expenditures in local currency shall be the following:

98
 a) a per diem allowance at a rate in local currency equivalent to
[name agreed foreign currency specified in Clause SC 6.1(b)] per
day, for each of the short-term foreign Personnel (i.e., with less
than twelve (12) months consecutive stay in the Government’s
country) for the first ninety (90) days during which such Personnel
shall be in the Government’s country;

b) a per diem allowance at a rate in local currency equivalent to

[name agreed foreign currency specified in SCC Clause 6.1(b)] per
day, for each of the short-term foreign Personnel for each day in
excess of ninety (90) days during which such Personnel shall be in
the Government’s country;

c) a living allowance for each of the long-term foreign Personnel

(twelve (12) months or longer consecutive stay in the
Government’s country) at the rates specified in Appendix __;

d) the cost of the following locally procured items: local

transportation, office accommodations, camp facilities, camp
services, subcontracted services, soil testing, equipment rentals,
supplies, utilities and communication charges arising in the
Government’s country, all if and to the extent required for the
purpose of the Services, at rates specified in Appendix __;

e) the cost of equipment, materials and supplies to be procured locally

in the Government’s country as specified in Appendix __;

f) the local currency cost of any subcontract required for the Services
and approved in writing by the PROCURING ENTITY;

g) any such additional payments in local currency for properly

procured items as the Parties may have agreed upon pursuant to the
provisions of GCC Clause 6.1(c); and

h) the cost of such further items as may be required by the

Consultants for the purpose of the Services, as agreed in writing by
the PROCURING ENTITY.

Note: Items that are not applicable should be deleted.

SCC 27. GCC Clause 52.5 (i) Billings and payments in respect of
the Services shall be made as follows:
GCC 52.5 (i) The following provisions shall apply to the advance payment and the
advance payment guarantee:

i. An advance payment [of [insert amount] in foreign currency] [and of

[insert amount] in local currency] [Note: The advance payment
could be in either or both of the currencies] shall be made within
99
 [insert number] days after the Effective Date. The advance
payment shall be set off by the PROCURING ENTITY in equal
installments against the statements for the first [insert number]
months of the Services until the advance payment has been fully
set off.

ii. The bank guarantee shall be in the amount and in the currency of
the [foreign] [local] currency portion of the advance payment.

Note: Select the applicable solution or state that there shall be no advance
payment.

SCC 28. GCC Clause 52.5 (iii) Billings and payments in respect
of the Services shall be made as follows:
GCC 52.5(iii) The interest rate is: [rate, for GOP funded procurement state zero].

SCC 29. GCC Clause 54. Lump Sum Contracts

State either

GCC 54.1 The contract is Lump Sum, the provisions of GCC clause 55 apply.

Or

GCC 54.1 The contract is time based; the provisions of GCC clause 55 are void
for the purposes of contract interpretation.

SCC 30. GCC Clause 55. Liquidated Damages for Delay

If the funding source is the GOP state the following deleting the second
provision:

GCC 55.1 The applicable rate is one tenth (1/10) of a percent per day. The
maximum deduction is ten percent (10%).

If the funding source is not the GOP state the following deleting the above
provision:

GCC 55.1 No liquidated damages for delay shall be levied against this contract.

100
Section VI. Technical Proposal - Standard
Forms

Table of Contents

TPF 1. Technical Proposal Submission Form.......................................102

TPF 2. Firm’s References............................................................................103
TPF 3. Comments and Suggestions of Consultants on the Terms of
Reference and on Data, Services, and Facilities to be
Provided by the PROCURING ENTITY ...................................104
TPF 4. Description of the Methodology and Work Plan for
Performing the Assignment..........................................................105
TPF 5. Team Composition and Task Assignments..............................106
TPF 6. Format of Curriculum Vitae (CV) for Proposed Professional
Staff......................................................................................................107
TPF 7. Time Schedule for Professional Personnel..............................109
TPF 8. Activity (Work) Schedule...............................................................110
TPF 9. Affidavit of Disclosure of Relations............................................111
TPF 10. Form of Bid Security (Bank Guarantee).....................................112
 TPF 1. Technical Proposal Submission Form

[Location, Date]

To: [Name and address of Entity]

Ladies/Gentlemen:

We, the undersigned, offer to provide the consulting services for [Title of consulting
services] in accordance with your Request for Proposal (RFP) dated [Date] and our Proposal.
We are hereby submitting our Proposal, which includes this Technical Proposal, and a
Financial1 Proposal sealed under a separate envelope.

If negotiations are held during the period of validity of the Proposal, i.e., before
[Date] we undertake to negotiate on the basis of the proposed staff. Our Proposal is binding
upon us and subject to the modifications resulting from Contract negotiations.

In accordance with ITC Clause 3.2. and GCC Clause 50. we acknowledge and accept
the Entities right to inspect and audit all records relating to our Proposal irrespective of
whether we enter into a contract with the Entity as a result of this proposal.

We understand you are not bound to accept any Proposal you receive.

We remain,

Yours sincerely,

Authorized Signature:
Name and Title of Signatory:
Name of Firm:
Address:

1 In Quality-Based Selection, the proposal may include only a Technical Proposal. If this is the case, delete “and a
Financial Proposal sealed under a separate envelope.”
102
 TPF 2. Firm’s References
Relevant Services Carried Out in the Last Five Years
That Best Illustrate Qualifications

Using the format below, provide information on each assignment for which your firm/entity,
either individually as a corporate entity or as one of the major companies within an
association, was legally contracted.

Assignment Name: Country:

Location within Country: Professional Staff Provided by Your

Firm/Entity(profiles):

Name of Client: No of Staff:

Address: No of Staff-Months; Duration of

Assignment:

Start Date (Month/Year): Completion Date (Month/Year): Approx. Value of Services (in Current
US$):

Name of Associated Consultants, If Any: No of Months of Professional Staff

Provided by Associated Consultants:

Name of Senior Staff (Project Director/Coordinator, Team Leader) Involved and Functions Performed:

Narrative Description of Project:

Description of Actual Services Provided by Your Staff:

Firm’s Name:

103
 TPF 3. Comments and Suggestions of Consultants on the Terms of
Reference and on Data, Services, and Facilities to be Provided by
the PROCURING ENTITY

On the Terms of Reference:

1.

2.

3.

4.

5.

On the data, services, and facilities to be provided by the Entity:

1.

2.

3.

4.

5.

104
TPF 4. Description of the Methodology and Work Plan for
Performing the Assignment

105
 TPF 5. Team Composition and Task Assignments

1. Technical/Managerial Staff
Name Position Task

2. Support Staff
Name Position Task

106
 TPF 6. Format of Curriculum Vitae (CV) for Proposed Professional
Staff

Proposed Position:

Name of Firm:

Name of Staff:

Profession:

Date of Birth:

Years with Firm/Entity: Nationality:

Membership in Professional Societies:

Detailed Tasks Assigned:

Key Qualifications:

[Give an outline of staff member’s experience and training most pertinent to tasks on assignment. Describe
degree of responsibility held by staff member on relevant previous assignments and give dates and locations.
Use about half a page.]

Education:

[Summarize college/university and other specialized education of staff member, giving names of schools, dates
attended, and degrees obtained. Use about one quarter of a page.]

107
Employment Record:

[Starting with present position, list in reverse order every employment held. List all positions held by staff
member since graduation, giving dates, names of employing organizations, titles of positions held, and locations
of assignments. For experience in last ten years, also give types of activities performed and client references,
where appropriate. Use about two pages.]

Languages:

[For each language indicate proficiency: excellent, good, fair, or poor in speaking, reading, and writing.]

Certification:

I, the undersigned, certify that to the best of my knowledge and belief, these data correctly
describe me, my qualifications, and my experience.

Date:
[Signature of staff member and authorized representative of the firm] Day/Month/Year

Full name of staff member:______________________________________

Full name of authorized representative: ___________________________

108
 TPF 7. Time Schedule for Professional Personnel

Months (in the Form of a Bar Chart)

Name Position Reports Due/Activities 1 2 3 4 5 6 7 8 9 10 11 12 Number of Months

Subtotal (1)

Subtotal (2)

Subtotal (3)

Subtotal (4)

Full-time: Part-time:
Reports Due:
Activities Duration:
Location Signature:
(Authorized representative)

Full Name:

Title:

Address:

109
 TPF 8. Activity (Work) Schedule

A. Field Investigation and Study Items

[1st, 2nd, etc. are months from the start of assignment.]

1st 2nd 3rd 4th 5th 6th 7th 8th 9th 10th 11th 12th

Activity (Work)
_______________

_______________

_______________

_______________

B. Completion and Submission of Reports

Reports Date

1. Inception Report

2. Interim Progress Report

(a) First Status Report
(b) Second Status Report

3. Draft Report

4. Final Report

110
 TPF 9. Affidavit of Disclosure of Relations
[See Clause 2.2. of the Information to Consultants.]

WHEREAS, [name of the Consultant] who are established and reputable providers of
consultancy services in the field of [description of the services] do hereby solemnly swear
that

None of our authorized officers, employed staff, sub-contractors, Consultants or any other
party forming or having any direct or indirect relationship with [name of the Consultants] are
related to the head of the PROCURING ENTITY by consanguinity or affinity up to the third
civil degree or and to the same degree, any of the PROCURING ENTITY’s officers or
employees having direct access to information that may substantially affect the result of the
bidding, such as, but not limited to, the members of the Bids and Awards Committee (BAC),
the members of the Technical Working Group, the BAC Secretariat, the members of any
Project Management Office initiating the procurement, and the designers of the project.

We understand and accept that any false statement in this respect shall render [name of the
Consultants], and its authorized officers liable for prosecution to the full extent of the law.

Signed by

________________________________
As authorized official of the Consultant

Name__________, ________________________CTC/Passport Number

Before me a notary public of _____________, on this ______day of __________, 200__.

Witnessed by my hand and Notarial Seal on the date and place first mentioned.

111
 TPF 10. Form of Bid Security (Bank Guarantee)
Applicable to GOP funded procurement alone

WHEREAS, [name of the Consultant] (hereinafter called “Consultant”) has submitted its
proposal dated [date of submission of Bid] for the supply of [name and/or description of the
goods] (hereinafter called “the Proposal”).

KNOW ALL MEN BY THESE PRESENTS:

That WE [name of bank] of [name of country], having our registered office at

[address of bank](hereinafter called “the Bank”), are bound unto [name of PROCURING
ENTITY] (hereinafter called “the Entity”) in the sum of [amount] for which payment well and
truly to be made to the said Entity, the Bank binds itself, its successors, and assigns by these
presents. Sealed with the Common Seal of the said Bank this _____ day of ____________
20____.

THE CONDITIONS of this obligation are:

1. If the Consultant withdraws its Proposal during the period of Proposal Validity
specified by the Consultant on the Technical or Financial Proposal Submission Form.

2. If the Consultants fails to provide those experts named in their Proposal pursuant to
ITC Sub-Clause 24.3..

3. If the Consultant, having been notified of the acceptance of its Proposal by the
PROCURING ENTITY during the period of Proposal Validity.

(a) fails or refuses to execute attend negotiations, if required; or

(b) fails or refuses to furnish the performance security, in accordance with GCC
Clause 41..

WE undertake to pay to the Entity up to the above amount upon receipt of its first written
demand, without the Entity having to substantiate its demand, provided that in its demand the
Entity shall note that the amount claimed by it is due to it, owing to the occurrence of any of
the three conditions, specifying the occurred condition or conditions.

This guarantee shall remain in force up to and including thirty (30) days after the period of
Proposal Validity, and any demand in respect thereof should reach the Bank not later than the
above date.

112
Section VII. Financial Proposal - Standard Forms

Table of Contents

FPF 1. Financial Proposal Submission Form........................................114

FPF 2. Summary of Costs...........................................................................115
FPF 3. Breakdown of Price per Activity..................................................116
FPF 4. Breakdown of Remuneration per Activity.................................117
FPF 5. Reimbursables per Activity...........................................................118
FPF 6. Miscellaneous Expenses...............................................................119
 FPF 1. Financial Proposal Submission Form
[Location, Date]
To: [Name and address of PROCURING ENTITY]

Ladies/Gentlemen:

We, the undersigned, offer to provide the consulting services for [Title of consulting
services] in accordance with your Request for Proposal (RFP) dated [Date] and our Proposal
(Technical and Financial Proposals). Our attached Financial Proposal is for the sum of
[Amount in words and figures]. This amount is exclusive of the local taxes, which we have
estimated at [Amount(s) in words and figures].

Our Financial Proposal shall be binding upon us subject to the modifications resulting
from Contract negotiations, up to expiration of the validity period of the Proposal, i.e.,
[Date].

Commissions and gratuities, if any, paid or to be paid by us to agents relating to this

Proposal and Contract execution, if we are awarded the Contract, are listed below:

Name and Address Amount and Purpose of Commission

of Agents Currency or Gratuity
___________________ _________________ __________________
___________________ _________________ __________________
___________________ _________________ __________________

In accordance with ITC Clause 3.2. and GCC Clause 50. we acknowledge and accept
the Entities right to inspect and audit all records relating to our Proposal irrespective of
whether we enter into a contract with the PROCURING ENTITY as a result of this Proposal.

We confirm that we have read, understood and accept the contents of the Instructions
to Consultants (ITC), the Proposal Data Sheet (PDS), General Conditions of Contract (GCC),
Special Conditions of Contract (SCC), Terms of Reference (TOR), the provisions relating to
the eligibility of Consultants and the applicable guidelines for the procurement rules of the
funding agency, any and all Bid bulletins issued and other attachments and inclusions
included in the RFP sent to us.

We understand you are not bound to accept any Proposal you receive.

We remain,

Yours sincerely,
Authorized Signature:
Name and Title of Signatory:
Name of Firm:
Address:
114
 FPF 2. Summary of Costs

Costs Currency(ies)1 Amount(s)

Subtotal

Local Taxes

Total Amount of Financial Proposal ______________________

1 Maximum of three currencies plus the local currency.

115
 FPF 3. Breakdown of Price per Activity

Activity No.:____________________ Activity No.:_____________________ Description:_____________________

Price Component Currency(ies) Amount(s)

Remuneration

Reimbursables

Miscellaneous Expenses

Subtotal ____________________________

116
 FPF 4. Breakdown of Remuneration per Activity

Activity No._____________________________________ Name:______________________________

Remuneration
Names Position Input1 Currency(ies) Rate Amount

Regular staff

Local staff

Consultants

Grand Total ___________________

1 Staff months, days, or hours as appropriate.

117
 FPF 5. Reimbursables per Activity

Activity No:_________________________________ Name:_____________________

No. Description Unit Quantity Unit Price In Total Amount In

1. International flights Trip
_____________________________

2. Miscellaneous travel expenses Trip

3. Subsistence allowance Day

4. Local transportation costs1

5. Office rent/accommodation/
clerical assistance

Grand Total ________________

1 Local transportation costs are not included if local transportation is being made available by the Entity. Similarly, in the project site, office rent/accommodations/clerical assistance costs
are not to be included if being made available by the Entity.
118
 FPF 6. Miscellaneous Expenses

Activity No._______________________________ Activity Name: __________________

No. Description Unit Quantity Unit Price Total

Amount

1. Communication costs between

______________________and
_________________________
(telephone, telegram, telex)

2. Drafting, reproduction of
reports
3.
Equipment: vehicles,
computers, etc.
4.
Software

Grand Total __________

_

119
Section VIII. Terms of Reference

[Terms of Reference normally contain the following sections: (a) Background; (b)
Objectives; (c) Scope of the Services; (d) Training (when appropriate); (e) Reports and Time
Schedule; and (f) Data, Local Services, Personnel, and Facilities to be provided by the
PROCURING ENTITY.]

120
Section IX Financial Negotiations

Breakdown of Remuneration Rates, only applicable to WB Quality Cost Based Selection,

Selection Based on Consultants Qualifications and Single Source Selection.

1. Review of Remuneration Rates

1.1 The remuneration rates for staff are made up of salary, social costs, overheads,
fee that is profit, and any premium or allowance paid for assignments away
from headquarters. To assist the firm in preparing financial negotiations, a
sample form giving a breakdown of rates is attached (no financial information
should be included in the Technical Proposal). Agreed breakdown sheets shall
form part of the negotiated contract.

1.2 The PROCURING ENTITY is charged with the custody of government funds
and is expected to exercise prudence in the expenditure of these funds. The
PROCURING ENTITY is, therefore, concerned with the reasonableness of the
firm’s Financial Proposal, and, during negotiations, it expects to be able to
review audited financial statements backing up the firm’s remuneration rates,
certified by an independent auditor. The firm shall be prepared to disclose such
audited financial statements for the last three years, to substantiate its rates, and
accept that its proposed rates and other financial matters are subject to scrutiny.
Rate details are discussed below.

(i) Salary

This is the gross regular cash salary paid to the individual in the firm’s home
office. It shall not contain any premium for work away from headquarters or
bonus (except where these are included by law or government regulations).

(ii) Bonus

Bonuses are normally paid out of profits. Because the PROCURING ENTITY
does not wish to make double payments for the same item, staff bonuses shall
not normally be included in the rates. Where the Consultant’s accounting
system is such that the percentages of social costs and overheads are based on
total revenue, including bonuses, those percentages shall be adjusted downward
accordingly. Where national policy requires that thirteen (13) months’ pay be
given for twelve (12) months’ work, the profit element need not be adjusted
downward. Any discussions on bonuses shall be supported by audited
documentation, which shall be treated as confidential.

(iii) Social Costs

Social costs are the costs to the firm of staff’s non-monetary benefits. These
items include, inter alia, pension, medical and life insurance costs, and the cost
of a staff member being sick or on vacation. In this regard, the cost of leave for
 public holidays is not an acceptable social cost nor is the cost of leave taken
during an assignment if no additional staff replacement has been provided.
Additional leave taken at the end of an assignment in accordance with the firm’s
leave policy is acceptable as a social cost.

(iv) Cost of Leave

The principles of calculating the cost of total days leave per annum as a
percentage of basic salary shall normally be as follows:

Leave cost as percentage of salary1 =

It is important to note that leave can be considered a social cost only if the
PROCURING ENTITY is not charged for the leave taken.

(v) Overheads

Overhead expenses are the firm’s business costs that are not directly related to
the execution of the assignment and shall not be reimbursed as separate items
under the contract. Typical items are home office costs (partner’s time, non-
billable time, time of senior staff monitoring the project, rent, support staff,
research, staff training, marketing, etc.), the cost of staff not currently employed
on revenue-earning projects, and business promotion costs. During
negotiations, audited financial statements, certified as correct by an independent
auditor and supporting the last three years’ overheads, shall be available for
discussion, together with detailed lists of items making up the overheads and the
percentage by which each relates to basic salary. The PROCURING ENTITY
does not accept an add-on margin for social charges, overhead expenses, etc.,
for staff who are not permanent employees of the firm. In such case, the firm
shall be entitled only to administrative costs and fee on the monthly payments
charged for subcontracted staff.

(vi) Fee or Profit

The fee or profit shall be based on the sum of the salary, social costs, and
overhead. If any bonuses paid on a regular basis are listed, a corresponding
reduction in the profit element shall be expected. Fee or profit shall not be
allowed on travel or other reimbursable expenses, unless in the latter case an
unusually large amount of procurement of equipment is required. The firm shall
note that payments shall be made against an agreed estimated payment schedule
as described in the draft form of the contract.

(vii) Away from Headquarters Allowance or Premium

Some Consultants pay allowances to staff working away from headquarters.

Such allowances are calculated as a percentage of salary and shall not draw
overheads or profit. Sometimes, by law, such allowances may draw social

1 Where w = weekends, ph = public holidays, v = vacation, and s = sick leave.

122
 costs. In this case, the amount of this social cost shall still be shown under
social costs, with the net allowance shown separately. For concerned staff, this
allowance, where paid, shall cover home education, etc.; these and similar items
shall not be considered as reimbursable costs.

(viii) Subsistence Allowances

Subsistence allowances are not included in the rates, but are paid separately and
in local currency. No additional subsistence is payable for dependents  the
subsistence rate shall be the same for married and single team members.

UNDP standard rates for the particular country may be used as reference to
determine subsistence allowances.

2. Reimbursables

2.1 The financial negotiations shall further focus on such items as out-of-pocket
expenses and other reimbursables. These costs may include, but are not
restricted to, cost of surveys, equipment, office rent, supplies, international and
local travel, computer rental, mobilization and demobilization, insurance, and
printing. These costs may be either fixed or reimbursable in foreign or local
currency.

3. Bank Guarantee

3.1 Payments to the firm, including payment of any advance based on cash flow
projections covered by a bank guarantee, shall be made according to an agreed
estimated schedule ensuring the firm regular payments in local and foreign
currency, as long as the services proceed as planned.

123
 INFORMATION TO CONSULTANTS
BREAKDOWN OF AGREED FIXED RATES1
[Currencies:_________2]

Consultants 1 2 3 4 5 6 7 8

Name Position Basic Rate3 Social Overhead Subtotal Fee Away from Total Agreed
Charge (__% of 1) (__% of 4) Headquarters Agreed Fixed Rate
(__% of 1) Allowance Fixed Rate (__ % of 1)
(__ % of 1)

Philippines

Home Office

Signature of Consultant:________________________ Date:___________________

Authorized Representative:_____________________ Name:___________________
Title:______________________

1 This model form is given for negotiation purposes only. It is not part of the proposals (technical or financial).

2 If different currencies, a different table for each currency should be used.

3 Per month, day, or hour as appropriate.

124
 Guide to Appendices

I. Description of Services

Give detailed descriptions of the Services to be provided, dates for completion

of various tasks, place of performance for different tasks, specific tasks to be
approved by Client, etc.

II. Reporting Requirements

List format, frequency, and contents of reports; persons to receive them; dates
of submission; etc. If no reports are to be submitted, state here “Not
applicable.”

III. Key Personnel and Sub-consultants

List under:

1. Titles [and names, if already available], detailed job descriptions and minimum
qualifications of foreign Personnel to be assigned to work in the Government’s
country, and staff-months for each.

2. Same as no. 1 for Key foreign Personnel to be assigned to work outside the
Government’s country.

3. List of approved Sub-consultants (if already available); same information with

respect to their Personnel as in no.’s 1 and 2.

4. Same information as in no.1 for Key local Personnel.

IV. Breakdown of Contract Price in Foreign Currency

List here the elements of cost used to arrive at the breakdown of the lump-sum
price – foreign currency portion:

1. Monthly rates for Personnel (Key Personnel and other Personnel)

2. Reimbursable expenditures

This appendix will exclusively be used for determining remuneration for additional
services.

V. Breakdown of Contract Price in Local Currency

List here the elements of cost used to arrive at the breakdown of the lump-
sum price –local currency portion:

1. Monthly rates for Personnel (Key Personnel and other Personnel)

125
 2. Reimbursable expenditures

This appendix will exclusively be used for determining remuneration for additional
services.

VI. Services and Facilities Provided by the Client

Give detailed description of the services and facilities made available to the
Consultant, and the time and manner of its availment.

126