IFB 15-0080

Exhibit A
Page 1 of 2

EXHIBIT A
IFB 15-0080
ISP LINK, IFC LAGOS, NIGERIA
INSTRUCTIONS TO BIDDERS
1. Receipt of Bids. Bids will be received by the International Finance Corporation (Purchaser) via email
at gsdprsolicitation@worldbank.org.!
It is the vendors responsibility to ensure that bids are received prior to the time specified for receipt of
bids. Bids received after the Bid due date and time will be rejected.
2. Opening of Bids. Bids will remain secure until the Bid due date and time mentioned on the cover
sheet. At this time, all bids will be privately opened.
3. Authorized Bid. The Bid must be typed or written in indelible ink and signed by an authorized
officer.
A bid shall contain no interlineations, erasures, or overwriting except as necessary to correct errors
made by the bidder. All corrections shall be initiated by the person or persons signing the bid.
4. Clarification of Bids. The Purchaser reserves the right to request substantiation and/or clarification
of bid information, and to request interviews with a bidders management staff.
A prospective bidder requiring any clarification of the solicitation documents may notify the Purchaser
in writing. All clarifications and questions shall be submitted in writing to the Procurement Officer
identified in this document. The Purchaser will respond in writing, to all bidders of record, any request
for clarification that it receives no later than deadline for submission of questions indicated in this IFB.
5. Amendment of Solicitation. The Purchaser reserves the right to modify the solicitation documents at
any time prior to the deadline for submission.
6. Language of Bids. All responses to and correspondence and documents related to the bid shall be
written in the English language. All furnished literature may only be written in another language if
accompanied by an English translation, the English translation will govern.
7. Bid Errors, Modifications and Withdrawals. Bidders or their authorized agents are expected to
examine specifications, circulars, schedules and all other instructions pertaining to the requirement.
Each bidder submitting a bid represents that he or she has read and understands the bid documents. In
case of discrepancy between unit price and extension of prices, the unit price will govern.
No bid may be modified subsequent to the bid opening date.
Bidders may withdraw bids only if a written notice of the withdrawal is received by the Purchaser prior
to the bid opening date and time.
8. Rejection of Bid. The Purchaser reserves the right to accept or reject any bid, and to annul the
solicitation process and reject all bids at any time prior to award of contract or purchase order, without
thereby incurring any liability to the affected bidder or bidders or any obligation to inform the affected
bidder or bidders of the grounds for the Purchaser action.

IFB 15-0080
Exhibit A
Page 2 of 2

Bidders are expected to examine all terms and instructions included in the solicitation documents. Failure to
provide all requested information will be at Bidders own risk and may result in rejection of the bid.
9. Cost of Bids. The bidder shall bear all costs associated with the preparation and submission of its bid.
10. Period of Acceptance. Bids submitted under this IFB shall be valid for period of (90) days from
opening. Any prices accepted during this period will be considered firm/fixed for the resulting contract.
11. Pricing. Where the manufacturer or brand name has been identified and no or equal designation
follows, substitution is not permitted. Bidders have the option of submitting alternate price bids in
addition to responding within the format provided in the attached price sheet. Alternate bids should
demonstrate cost savings. Additional sheets may be used to provide appropriate supporting information.
12. Discounts (if applicable). Time calculation in connection with discounts offered will be
computed in either of the following ways: (a) date of delivery to final destination or port of
embarkation, or (b) from date bill is received if later than date of delivery.
13. Award of Bid. The Purchaser will award the bid to the lowest priced, technically qualified bidder
who is in compliance with the conditions of this IFB. The bidder to whom the award is made may be
notified by telephone before the receipt of a contract.
14. Privileges and Immunities. Nothing contained in this IFB constitutes a standard waiver of the
privileges and immunities enjoyed by the Purchaser Terms and Conditions are included herein.
Bidders requiring additional information or clarification of any aspect of this IFB should contact the
Procurement Officer identified in this document. Those with questions or requests for more information
are encouraged to call promptly in order to allow time for the provision of a written response.
Explanations or interpretations of this IFB provided by personnel other than the above authorized
Procurement Officer will not be considered binding or official.

Sincerely,

Vibha Hariharan
Senior Contracts Officer
Corporate Procurement

IFB 15-0080
Exhibit B
Page 1 of 3

EXHIBIT B
IFB 15-0080
ISP LINK, IFC LAGOS, NIGERIA
TECHNICAL SPECIFICATIONS

1. Scope:
The Banks requirement is for one unlimited use Terrestrial 1:1 internet circuit of 4 Mbps, with option of 6 Mbps
and option of 8 Mbps requested. The said circuit is to be installed in The International Finance Corporation,
Atlantic House, 121 Louis Solomon Close, Victoria Island, Lagos, Nigeria.
1.1.
The link will be mainly used for communications between the Country Office and WBGs headquarters
located in Washington, DC through VPN. The contractors scope of the work will be limited to the Country
Office. The contractor is expected to work closely with the WBGs GC (Global Communication) team and local
IT for issue resolutions.
2. Link Configuration:
2.1.
The Link Configuration shall be a Terrestrial 4 Mbps Uplink, 4 Mbps Downlink 1:1 internet connection
on fiber with at least 8 contiguous static public IP addresses and the addresses should be from a /29 network. All
PTT and ISP network equipment will be leased from the contractor for the link. The link will be terminated on a
WBG owned firewall or similar device at the Country Office. The link will be used to carry data traffic in IP
format and the required interface is 100Mbps full duplex auto. The round trip delay of the provided link, between
IFC Lagos, Nigeria and the WBGs HQ in Washington, must not exceed 300 ms in normal operations. Therefore
Fiber link is required.
3. Technical Requirements:
3.1.

The Contractor shall provide one-stop-shop service.

3.2.

The internet link shall be on fiber from the contractor point of presence to the IFC Lagos Nigeria Office.

3.3.

The Contractor shall guarantee that a minimum of 95% of the stated bandwidth is available at all times.

3.4.
The service contemplated under this SOW is a packet transport function with related services available at
the demarcation point between the Contractor and WBG owned equipment. The demarcation interface is expected
to be a 100Mbps Ethernet through an RJ-45 connector.
3.5.
The WGB will use its own resources for VPN services, traffic management and Network Address
Translation (NAT) of IP addresses.
3.6.
All necessary hardware equipment and software shall be provided, installed, set up, operated and
maintained by the Contractor.
3.7.
The Contractor shall be required to maintain physical and network security of its premises and equipment
and to maintain equipment and software at current levels of hardware, firmware and software.
3.8.
The Contractor shall provide a complete network engineering diagram of the proposed link configuration
showing network topology and redundancy paths from contractors Point of Presence (PoP) to the IFC Lagos
Nigeria office. This network topology diagram should also indicate the names of the different POPs and the
undersea fiber connectivity.
3.9.
The Contractor shall provide material list of the equipment intended to be installed as well as the total
power consumption and total U space needed on rack.

IFB 15-0080
Exhibit B
Page 2 of 3

3.10. The Contractor shall provide project management for the circuit installation and maintenance with a
single point of contact.
3.11.

The Contractor must provide round the clock (24x7x365) technical support.

3.12. Contractor shall provide proper network functionality and guaranteed service quality according to the
following required service parameters: All circuits will have an availability rate of 99.6% with a maximum of 5
interruptions (any interruptions) per month.
When a trouble ticket is opened in the contractors reporting system for a problem in the IFC Lagos Nigeria
network, the contractor shall provide the Bank an initial diagnosis of the problem, its cause and estimated time in
which the contractor shall dispatch its technician to the site to restore the service within (4) hours of service
outage during regular business hours and within (4) hours of the next business day if over a weekend or holiday.
3.13. The Contractor must be able to provide head-to-head BER testing during commissioning and
maintenance. The circuit should perform 108 or better 99.6% of the time for a 24 hour period.
3.14.

This is a DEDICATED link(s) requirement, and the Bank will not obtain any licenses.

3.15. The Contractor shall provide and make provisions for local loop/final last mile circuitry at the IFC Lagos
Nigeria Office and be responsible for costs applied from 3rd party contractors to extend such circuitry, if need be.
3.16. Contractor must allow and ensure the ability to use VPN applications through the network using DES
and/or 3-DES encryption or similar encryption techniques.
3.17. Contractor must provide a network link with no protocols blocked or services with reduced performance.
The firewall will be owned and operated by the IFC Lagos Nigeria.
3.18. The Contractor shall guarantee the security, privacy and integrity for IFC Lagos Nigeria communications
over this line. The IFC Lagos Nigeria traffic shall not be inspected, copied, forwarded or otherwise made
available to other parties unless explicitly authorized by IFC Lagos Nigeria.
3.19.

The Contractor shall provide network contention ratio on the international path of the service.

3.20.

The contractor shall provide monthly usage report.

4.
Penalties:
4.1.
There will be no reduction in Contract fee, if the circuit availability rate and number of interruptions are
maintained within the specifications mentioned in this document. Service interruptions, which are directly
attributable to the failure of the contractor to provide the services detailed in the contract, shall result in the
following penalties being imposed on the contractor:
4.2.
Service interruptions in excess of the specifications defined in 3.12 will result in a penalty being imposed
against the contractor equal to the prorated per minute cost of the total monthly fee for the site multiplied by the
number of minutes of outage
4.3.
Any loss of service for 5 consecutive days will result in the forfeiture of the equivalent of the monthly
service fee.
5.
Costs of Restoring Service:
In the event that an outage extends beyond 48 hours, IFC Lagos Nigeria will seek to obtain alternative
communications services equal in functionality to those defined in the Contract and forward these costs on to the
contractor.
6.
Penalty Limitation
6.1.
Total reduction in contract fee for any given month, regardless of the down time or interruptions, shall not
exceed the monthly lease of the circuit.

IFB 15-0080
Exhibit B
Page 3 of 3

7.
Reports
7.1.
The Contractor shall along with the monthly invoice submit a set of reports which shall include service
parameters measuring link availability, link bandwidth, response times and number of interruptions for the
invoice period. The IFC Lagos Nigeria reserves the right to ask for additional reports as necessary.
8.
Price Renegotiation
8.1.
IFC Lagos Nigeria expects that market prices for the service will likely decrease over time. The
Contractor shall provide a refresh of pricing in line with market trends listing the price reduction on the
anniversary of the contract commencement.
9.
Responsiveness:
9.1
The Contractor shall remain responsive to the needs of IFC Lagos Nigeria for any services that may be
required in connection with Contractors services under this Contract.

IFB 15-0080
Exhibit C
Page 1 of 1

EXHIBIT C
IFB 15-0080
ISP LINK, IFC LAGOS, NIGERIA
MANDATORY CRITERIA
Bidders will receive a Pass/Fail rating on this section. The International Finance Corporation will review
all information provided by bidders in reply to the mandatory criteria below in order to determine the
responsible bidders for consideration under this IFB. All questions should be answered on this form or an
exact duplicate thereof. The Purchaser reserves the right to verify any information contained in Bidders
response. Incomplete or inadequate responses, lack of response or misrepresentation in responding to any
questions will disqualify your bid. Bidders seeking clarification to any section of this IFB must submit
their clarification questions to the International Finance Corporation by the date specified in the Proposed
Schedule. Inclusion of such questions or qualifications to bid response may result in disqualification
MANDATORY CRITERIA
1. Bidder shall have proven track record or business expertise in the area
of Internet Link services for reputable multi-national companies in
Lagos, Nigeria for not less than 3 years.

OFFERORS
RESPONSE
Yes
No
Attach a copy of
Certificate of
Incorporation

2. Bidder must attest that it has all the required licenses, permits and
related paper work to operate Internet Link services in accordance
with all applicable laws, rules and regulations of the jurisdiction
wherein it is providing the services.
3. Bidder must accept the World Bank Group Terms and Conditions
(Exhibit E).

Yes
No
Attach a copy of License
Permit
Yes
No

IFB 15-0080
Exhibit D
Page 1 of 3

EXHIBIT D
IFB 15-0080
ISP LINK, IFC LAGOS, NIGERIA
BID PRICE SHEET
Firm Name: __________________________

Item

Description

Qty

Unit

4 Mbps ISP Link

Monthly

24 Hour Maintenance

Monthly

MRC (in
NGN)

SUBTOTAL (total monthly

charges)

NRC
(in
NGN)

Annual
Total (in
NGN)

(A)

Installation Charges

One Time

Total Equipment Costs, if applicable

(see Note#1)

Lot

Other charges (See Note #2)

One time

SUBTOTAL (total one time

charges)

(B)

TOTAL Price/Rate for Term of twelve (12) months from contract effective date

(A+B)

OPTIONAL YEAR

Description
TOTAL Price/Rate for Term of optional one (1) year:
(Extension Option 1)
TOTAL Price/Rate for Term of optional one (1) year:
(Extension Option 2)

Annual Total

Cost for every

additional MB

IFB 15-0080
Exhibit D
Page 2 of 3

EXHIBIT D
IFB 15-0080
ISP LINK, IFC LAGOS, NIGERIA
BID PRICE SHEET (OPTION)
Firm Name: __________________________

Item

Description

Qty

Unit

6 Mbps ISP Link

Monthly

24 Hour Maintenance

Monthly

MRC (in
NGN)

SUBTOTAL (total monthly

charges)

NRC
(in
NGN)

Annual
Total (in
NGN)

(A)

Installation Charges

One Time

Total Equipment Costs, if applicable

(see Note#1)

Lot

Other charges (See Note #2)

One time

SUBTOTAL (total one time

charges)

(B)

TOTAL Price/Rate for Term of twelve (12) months from contract effective date

(A+B)

OPTIONAL YEAR

Description
TOTAL Price/Rate for Term of optional one (1) year:
(Extension Option 1)
TOTAL Price/Rate for Term of optional one (1) year:
(Extension Option 2)

Annual Total

Cost for every

additional MB

IFB 15-0080
Exhibit D
Page 3 of 3

EXHIBIT D
IFB 15-0080
ISP LINK, IFC LAGOS, NIGERIA
BID PRICE SHEET (OPTION)
Firm Name: __________________________

Item

Description

Qty

Unit

8 Mbps ISP Link

Monthly

24 Hour Maintenance

Monthly

MRC (in
NGN)

SUBTOTAL (total monthly

charges)

NRC
(in
NGN)

Annual
Total (in
NGN)

(A)

Installation Charges

One Time

Total Equipment Costs, if applicable

(see Note#1)

Lot

Other charges (See Note #2)

One time

SUBTOTAL (total one time

charges)

(B)

TOTAL Price/Rate for Term of twelve (12) months from contract effective date

(A+B)

OPTIONAL YEAR

Description
TOTAL Price/Rate for Term of optional one (1) year:
(Extension Option 1)
TOTAL Price/Rate for Term of optional one (1) year:
(Extension Option 2)

Annual Total

Cost for every

additional MB

IFB 15-0080
Exhibit D
Page 4 of 3

Notes:
Note #1: Provide list of all equipment and individual prices.
Note #2: Identify any and all other charges.
Payment Terms:
The One Time Installation Charges (NRC) and the Equipment charges will be paid on completion of the
Installation of the Link. This shall be paid along with the first months charges.
The Monthly Recurring Charges (MRC) will be paid on a monthly basis on receipt of an invoice at the end of
every month and shall become payable only on completion of the commissioning of the Link. The billing cycle
shall be first of every month to the end of that month.
CERTIFICATION OF BID PRICE SHEETS
I certify that I can meet the required commissioning of the circuit within 30 days after contract award.
Sign
_______________________________
I cannot meet the required commissioning of the circuit within 30 days after contract award. My
alternate commissioning date is ________________________
Sign
_______________________________
In compliance with this IFB, we, the undersigned, propose to furnish the goods and services in
accordance with the Technical Specification, Exhibit B. This shall be done at the price set in the IFB, delivered
at the point(s) specified and, within the delivery time specified.
Upon notification of the acceptance of this bid, we agree to acknowledge the Contract in the form
provided, under the terms and conditions stated therein, and for the agreed amount.
Respectfully submitted,
_______________________________________
(Signature of Person Authorized
to sign this bid)

____________________________________
(Company)

_______________________________________
(Printed/Typed Name)

____________________________________
(Date)

_______________________________________
(Address)

____________________________________
(Phone No.)

_______________________________________

____________________________________
(Fax No.)

IFB 15-0080
Exhibit E
Page 1 of 7

EXHIBIT E
IFB 15-0080
ISP LINK, IFC LAGOS, NIGERIA
TERMS AND CONDITIONS
This Contract is made this _______ day of ______ in the year 2014 by and between the INTERNATIONAL
FINANCE CORPORATION (herein referred to as the Purchaser), having an office at
______________________________ and ___________________ hereinafter referred to as the Contractor), a
firm incorporated under the laws of
____________ having a principal place of business at
__________________________________ .
ARTICLE 1.

ORDER OF PRECEDENCE

1.01
This Contract constitutes the final, complete and exclusive agreement between Contractor and Purchaser.
If there is a conflict between the Contract and any other document referenced, then the Contract Terms and
Conditions shall govern.
ARTICLE 2.

CONTRACT DOCUMENTS

2.01
The Contract documents shall consist of this Contract, the Statement of Work/Terms of Reference (Annex
A), and the Price Schedule (Annex B). Contractor shall provide ISP Link services as stipulated in Annex A.
2.02
Purchaser reserves the right to issue written changes to this Contract. No change in, modification of, or
revision to this Contract shall be valid unless in writing and signed by an authorized representative of the
Purchaser. Contractor may not change any aspect of this Contract without the Purchaser's prior written consent.
ARTICLE 3.

CONTRACT TERM

3.01
The Performance under this Contract shall commence on ____________ and continue to ____________.
The Purchaser may, at its option, extend this Contract for up to an additional Twenty four (24) months by
executing options of 12 months each.
ARTICLE 4.

CONTRACT ADMINISTRATION

4.01
The Purchaser: The Purchaser Designated Project Manager (PM) shall monitor administration and
completion of the Contract according to its terms and conditions as follows: (i) The PM will be the Purchasers
authorized representative and shall be responsible for the coordination of activities between the Purchaser and the
Contractor under this Contract; (ii) The PM will receive all communications of whatever nature which the
Contractor is obligated to submit to the Purchaser under the Contract, including but not limited to changes to the
Contract involving the quality level, Statement of Work, price, rates, delivery and/or completion dates/schedules
and subcontractors; and (iii) The PMs responsibilities include but are not limited to receiving and approving the
Contractors invoices for payment, and accepting the work and/or deliverables on behalf of the Purchaser. The
Purchasers PM may request a change; however the Purchaser's PM does not have the authority to issue or
authorize a change to the Contract Work, price, rates, and/or delivery/completion schedule. Such changes must be
made in accordance with Article 3 of this Contract.
4.02
The Contractor: The Contractors Representative (CR) shall be responsible for the coordination of all
contract activities between the Purchaser and the Contractor under this Contract. In this capacity, the CR
responsibilities include but are not limited to daily supervision and oversight of the Contract work and all
communications between the Contractor and the Purchaser. The CR has the authority to agree to a change to the
Contract work or delivery/completion schedule. Contractor agrees to provide the services required hereunder in
accordance with the requirements set forth in the Contract Documents. The Services will be rendered by the
Contractor in accordance with the highest standards of professional and ethical competence and integrity in
Contractors industry, in 1) an efficient, safe, courteous, and businesslike manner; 2) in accordance with any
specific instructions issued from time to time by the Purchaser Project Manager; and 3) to the extent consistent

IFB 15-0080
Exhibit E
Page 2 of 7

with above as economically as sound business judgment warrants, having due regard for the nature and purposes
of the Purchaser as an international organization and to ensure that Employees assigned to perform any services
under this Contract will conduct themselves in a manner consistent therewith. Contractor represents and warrants
that it is in compliance with all the applicable local laws of the country and jurisdiction in which the services shall
be performed. The Purchaser shall be able to require the removal of, and Contractor shall promptly comply, any
Contractor Employee providing services under this Contract, without cause, and at no additional financial cost to
Purchaser. Contractor shall perform the Services as an independent Contractor under the general guidance of the
Purchaser. The Contractors employees shall not act as an agents or employees of the Purchaser.
ARTICLE 5.

NOTICES

5.01
A written notice shall be deemed to have been given if 1) sent by registered or certified mail; or 2)
transmitted by any other means if and when receipt is acknowledged by A Purchaser representative:
The Purchaser: The IFC

ARTICLE 6.

Contractor:

INVOICING AND PAYMENT

6.01
Contractor may submit invoices to the Purchaser at the address as specified under the Notices provision of
this Contract. Each invoice shall be accompanied by such data as the Purchaser may require to substantiate
Contractors right to payment, such as copies of shipping documents and invoices from third parties,
subcontractors and material suppliers. Payment will be made when the Goods or Services have been received,
final acceptance has occurred and the Contractors invoice has been submitted to the Purchaser.
6.02

Invoices shall contain the following information:

(a) Description of Goods and Services invoiced, quantity, unit price, and extended totals; and
(b) Payment advice information; including wire transfer information.

6.03
Terms of payment are Net Thirty (30) days. Purchaser shall make payment within thirty (30) days of
invoice approval by the Purchasers PM.
6.04
The Purchaser is immune from all forms of duties and taxation. Contractor authorizes the Purchaser to
deduct from any invoice presented in connection with this Contract any allocation for duties or taxes, without
prior notice to Contractor and without cost to the Purchaser, any and all amounts representing taxes erroneously
charged to the Purchaser. Payment of such corrected invoiced amount shall constitute full payment by the
Purchaser.
ARTICLE 7.

HOLIDAYS

7.01
The Purchaser closes its offices during its officially recognized holidays and pre-determined events. The
Purchaser Project Manager shall advise the Contractor of its official holidays at the end of year calendar year.
Notice of special closing will be made more than twenty four (24) hours before the stated event. On all indicated
Holidays or any other day that the Purchaser determines that it will be closed, no deliveries may be made by the
Contractor and services will not be required on purchaser premises, unless specifically directed, in writing, by the
Purchasers Project Manager.
ARTICLE 8.

INSPECTION, ACCEPTANCE OR REJECTION

8.01
Purchaser shall have 30 calendar days after receipt of goods or performance of services to accept or
reject them as non-conforming with this Contract. Rejected goods will be returned to Contractor, transportation
charges collect, or held by Purchaser for disposition at Contractor's risk and expense. Based on an inspection of a
valid sample, Purchaser may reject the goods or services in whole or in part. If goods delivered or services
performed by Contractor are found to be defective, Purchaser shall have the right to require the correction thereof
by Contractor. Purchaser may charge Contractor the cost of inspecting or re-inspecting rejected goods and/or
services. Contractor agrees that Purchaser's payment under this Contract shall not be deemed acceptance of any

IFB 15-0080
Exhibit E
Page 3 of 7

goods or services delivered hereunder. Failure to reject within 30 days shall be deemed acceptance. Acceptance
shall not relieve Contractor of its warranty obligations or liability for latent defects.
ARTICLE 9.

WARRANTIES

9.01
Contractor expressly warrants that all goods and services delivered or performed under this Contract will
be: (a) merchantable (goods only); (b) free from defects in material and workmanship; (c) fit and sufficient for the
purposes intended; and (d) in strict conformance to applicable specifications, drawings, approved Submittals or
other description furnished by Purchaser. All warranties specified herein shall be in addition to any other
warranties, express, statutory or implied. This warranty shall survive Purchasers inspection, acceptance and
payment, and Purchaser's continued use of goods or services after notifying Contractor of their failure to conform
to the contract or breach of warranty will not be considered a waiver of Purchasers right to a remedy.
ARTICLE 10. AUDIT
10.01 Contractor agrees to maintain, in accordance with sound and generally accepted accounting practices,
records supporting all amounts invoiced under this Contract. Contractor shall make such records available to the
Purchaser or the Purchasers designated representative at all reasonable times until the expiration of three (3)
years after the date of the final payment, for the purpose of auditing this Contract. In the event an audit
determines that Purchaser has overpaid Contractor, Contractor shall reimburse the Purchaser, within thirty (30)
days after receipt of a written request thereof, the amount of any such overpayment.
ARTICLE 11. INSURANCE
11.01 Prior to the commencement of this Contract, the Contractor shall obtain and maintain at its own expense
for the duration of this contract, appropriate insurance coverage with appropriate loss limits for this contract,
including any such insurance as required by the law of the country of incorporation or license and by the country
where the work or service is to be performed. Upon request the Contractor shall provide the Purchaser with
certificates of insurance for this insurance coverage. Contractor shall also cause its liability insurance provider(s)
to include on its policies the Purchaser as an additional named insured as its interests may appear with respect to
this Contract.
ARTICLE 12. USE OF PURCHASERS NAME
12.01 Contractor may not use Purchasers name and/or logo in any manner other than as identified in this
Article without first obtaining written permission from Purchasers Corporate Procurement Unit. Contractor may
use Purchasers name only, among its references, in its customer lists or resumes without prior approval of
Purchaser. Any other use of Purchasers name, including use of Purchasers logo or discussion of the work
performed by Contractor for Purchaser, is not authorized.
ARTICLE 13. INDEMNIFICATION
13.01 To the fullest extent permitted by law, Contractor agrees to indemnify and hold harmless Purchaser, its
officers, directors, employees and agents from and against all claims, suits, damages and losses, including
reasonable attorneys fees and expenses, that arise from Contractors negligence, wrongful acts or omissions, or
breach of the terms of this Contract. The obligations set out herein shall survive the expiration or termination of
this Contract.
ARTICLE 14. INDEMNIFICATION FOR INFRINGEMENT
14.01 Contractor agrees, if asked by Purchaser, to defend Purchaser against all claims, suits, actions, or
proceedings involving intellectual property infringement in which Purchaser is named a defendant or codefendant, including but not limited to, actual or alleged infringement of any United States or foreign patent,
trademark, copyright, or trade secret, resulting from Purchasers use of the goods or services acquired hereunder.
Contractor also agrees to pay for any costs of such defense, including legal fees; and further agrees to pay and
discharge any judgments, awards or decrees which may be rendered in any such suit, action, or proceeding against
Purchaser for such alleged infringement. If Purchaser is prevented from using the goods or services provided
hereunder, Contractor shall repurchase said items from Purchaser at the original price, plus transportation,
installation (if any) and all other costs relating to the acquisition thereof.

IFB 15-0080
Exhibit E
Page 4 of 7

ARTICLE 15. CONSEQUENTIAL DAMAGES

15.01 Notwithstanding any other provision of the Contract, in no event shall either Contractor or Purchaser be
liable to the other party for indirect, incidental, special, punitive or consequential damages of any nature,
including, but not limited to, loss of use, loss of revenue, or loss of income, whether arising in contract, tort
(including negligence) or other legal theory, even if the possibility of such damages is known at the time of the
execution of this Contract.
15.02 The exclusion of consequential damages set forth above shall not exclude or affect: (a) Contractors
liability for fraud or intentional misconduct; or (b) Contractors liability for its indemnity obligations in
accordance with Article 13 of this contract.
ARTICLE 16. CONFIDENTIALITY
16.01 Notwithstanding anything to the contrary in this purchase order, neither Party may disclose Confidential
Information of the other to a third party as may be required by law, statute, rule or regulation, including any
subpoena or other similar form of process until the Party to which the request is made provides the other Party
with prompt written notice and allows the other Party to seek a restraining order or other appropriate relief.
ARTICLE 17. INFORMATION SECURITY POLICY
17.01 Contractors using Purchaser systems or accessing Purchaser information, electronic or otherwise shall
abide by all World Bank Group policies and procedures, as defined in the World Bank Group's Information
Security Policy for Contractors and shall ensure that all Contractor and those working by or through Contractor,
including its employees and any Subcontractors, comply with its provisions. The Information Security Policy for
Contractors can be found on Purchasers website at www.worldbank.org.
ARTICLE 18. CLOSE RELATIVES AND FORMER WORLD BANK STAFF
18.01 Contractor shall use its best efforts not to assign to this Contract any of Contractors employees or its
Subcontractors employees who are relatives of current World Bank Group staff. For purposes of this clause, the
term "relative" is defined as (including those related by adoption and/or step or half relationship): mother, father,
sister, brother, son, daughter, aunt, uncle, niece and nephew. In the event Purchaser or Contractor discovers that
any of Contractors employees or its Subcontractors employees are relatives of a current member of the World
Bank Group staff, Purchaser may direct Contractor to promptly replace, or cause to be replaced, said employee, at
no additional cost to Purchaser, with an employee having equivalent skills, and Contractor shall comply with such
directive. Contractor shall also reimburse Purchaser for any actual direct costs incurred by Purchaser resulting
from a knowing violation of this Article. Contractor shall notify Purchaser of any of Contractor's employees or
Subcontractors employees who Contractor/Subcontractor intends to assign to provide services under this
Contract that are former World Bank Group staff members and shall warrant that said former World Bank Group
staff are not subject to any work restrictions by virtue of their former employment with the World Bank Group.
For purposes of this clause, World Bank Group staff members are defined as current and retired World Bank
Group employees, and individuals who have worked for the World Bank Group with at least one of the following
types of appointments: Short Term Consultant (STC), Short Term Temporary (STT), Extended Term Consultant
(ETC), Extended Term Temporary (ETT) or Junior Professional Associate (JPA).
ARTICLE 19. PROCUREMENT INTEGRITY
19.01 Contractor agrees to adhere to the highest standards of ethical competence and integrity in the
performance of this Contract, having due regard for the nature and purposes of Purchaser as an international
organization, and to ensure that employees assigned to perform any Contract Work will conduct themselves in a
manner consistent therewith.
19.02 Contractor represents and warrants that it is in compliance with, and shall continue to comply with, all
applicable laws, ordinances, rules, regulations, and lawful orders of public authorities of any jurisdiction in which
work shall be performed under this Contract.
19.03 Contractor acknowledges that it is aware of and will comply with Purchaser's Contractors' policies as
posted on Purchaser's Vendor Kiosk web site (https://secure.worldbank.org/Contractorkiosk/), including but not
limited to those regarding conflicts of interest, fraud and corruption, gifts, conduct of contractor personnel,

IFB 15-0080
Exhibit E
Page 5 of 7

contractor responsibility, and anti-money laundering policies (collectively "Purchaser's Contractor Integrity
Policies"). Contractor warrants that Contractor and Contractor's employees, Subcontractors and Subcontractors'
employees are in compliance with Purchaser's Contractor Integrity Policies; and have not engaged in conduct that
would lead to suspension, debarment or a finding of ineligibility.
19.04 Contractor and all Subcontractors shall use reasonable efforts to ensure that funds paid to Contractor and
all Subcontractors by the World Bank Group are not used to finance, support or conduct terrorism.
19.05 Contractor and Contractors employees, Subcontractors and Subcontractors employees shall, during the
term of the Contract, strictly avoid any activities that may create real or apparent conflicts of interest with their
duties to Purchaser under this Contract.
19.06 Contractor warrants that no official of the World Bank Group or its member governments has received or
will be offered by Contractor any direct or indirect gifts, favors or benefit arising from this Contract or the award
thereof.
19.07 The remuneration of Contractor shall constitute the sole remuneration in connection with this Contract.
Contractor shall not accept for its own benefit any trade commission, discount or similar payment in connection
with activities pursuant to this Contract, or in the discharge of its obligations hereunder, and Contractor shall use
its best efforts to ensure that any Subcontractors, and the employees, agents and representatives of Contractor and
any Subcontractors shall not receive any such additional remuneration. Contractor shall disclose in writing, by
providing written notice to Purchasers Corporate Procurement Unit, of all fees, commissions, rebates, and
discounts paid or received in connection with this Contract.
19.08 Contractor agrees that, within 30 days of having reasonable grounds to believe that Contractor,
Contractor's employees, Subcontractors or Subcontractors' employees have: (i) violated any applicable laws,
ordinances, rules, regulations, and lawful orders of public authorities in performing this Contract; (ii) violated
Purchaser's Contractor Integrity Policies; (iii) engaged in conduct that would lead to suspension, debarment or a
finding of ineligibility; (iv) used funds paid by the World Bank Group to Contractor or any Subcontractors to
finance, support or conduct terrorism; or (v) an actual, potential or apparent conflict of interest, Contractor will
disclose in writing, by providing written notice to Purchasers Corporate Procurement Unit, of such violations,
conduct, prohibited use of funds, or conflicts of interest.
19.09 Contractor agrees that it will not discharge, demote, suspend, threaten, harass, retaliate against, or
otherwise discriminate against any Contractor employee in the terms and conditions of such employee's
employment as a reprisal for such employee's disclosing to Purchaser or other proper authority information
relating to a violation of Purchaser's Contractor Integrity Policies or any substantial violation of law relating to the
award or performance of this Contract.
19.10 Contractor agrees that Purchaser has a right to audit Contractor's and Subcontractor's compliance with this
Article pursuant to Article Audit, of this Contract.
19.11

Contractor agrees that a breach of this provision is a material breach of an essential term of this Contract.

ARTICLE 20. ASSIGNMENT

20.01 Contractor shall not assign this Contract or any monies due or to become due to it hereunder, without the
prior written consent by Purchaser. Purchaser may, at its sole option and without the consent of Contractor, assign
this Contract and any Contract Work acquired hereunder to any member of the World Bank Group.
ARTICLE 21. DISPUTES
21.01 Any dispute or difference arising out of, or in connection with, this Contract or the breach thereof which
cannot be amicably settled between the Parties through Alternative Dispute Resolution (ADR) procedures, shall
be arbitrated in accordance with the UNCITRAL Arbitration Rules as at present in force. The arbitration shall
take place in the country where the Purchasers office is located. Any resulting arbitral decision shall be final and
binding on both parties. Judgment upon any arbitration award may be entered in any court having jurisdiction
thereof. Such judgment shall be in lieu of any other remedy. In resolving a dispute hereunder, the parties agree
that the Contract will be interpreted in accordance with the substantive laws of the country where the Purchasers

IFB 15-0080
Exhibit E
Page 6 of 7

office is located. Pending final resolution of any claim, dispute or action arising under or related to this Contract,
Contractor shall, if requested by the Purchaser, proceed diligently with the performance of this Contract.
ARTICLE 22. TERMINATION FOR CONVENIENCE
22.01 Purchaser may terminate the Contract in whole or in part at any time if Purchaser determines, in its sole
and absolute discretion that a termination is in its best interests. Purchaser shall effect the termination by sending
written notice of such termination to Contractor, which notice shall state that termination is for Purchasers
convenience, the extent to which performance of Contract Work is terminated, and the termination date. Unless
otherwise instructed by Purchaser, Contractor shall stop work immediately on receipt of notice and follow the
instructions and directions of Purchaser. In the event of a termination for convenience, Contractor shall be
entitled to be paid for Work properly performed by Contractor prior to the effective date of termination, provided,
however, that such payment shall not exceed the total value of this Contract after adjustment to account for the
price associated with Work not performed. Contractor shall not be allowed, and expressly waives, payment for
profit on Contract Work which was not performed as of the termination date.
ARTICLE 23. TERMINATION FOR DEFAULT
23.01 If Contractor fails to deliver the goods or services required by this Contract within the time period(s)
specified or in the manner required by this Contract, and or if the goods or services do not conform, in all
respects, to the requirements of this Contract, or Contractor becomes insolvent or unable to meet its payment
obligations when due, or breaches any representations or warranties made under this Contract, Purchaser will give
Contractor written notice describing the reasons for default and a reasonable opportunity to cure. If Contractor
does not cure the default within the period specified, Purchaser may terminate the Contract for default by written
notice, specifying the reasons for the default, the portion(s) of the Contract defaulted and the effective date of
default. Notwithstanding anything herein to the contrary, Purchaser shall have the right, in its sole discretion, to
terminate the Contract for default if Contractor is in violation of any provision of Article Procurement Integrity,
and Purchaser shall have the right to do so without giving Contractor an opportunity to cure. If Contractor is
identified on any terrorist sanctions list recognized by Purchaser, including but not limited to the United Nations
1267 sanctions list, the United States Executive Order 13224 sanctions list and the United Kingdom terrorist
sanctions list, this Contract shall be subject to immediate termination for default upon written or oral notice to
Contractor. In such case all funds paid to Contractor shall be returned to Purchaser.
ARTICLE 24. FORCE MAJEURE
24.01 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 liability arises from an event of Force Majeure, provided that the
Party affected by such an event takes all reasonable precautions, due care and reasonable alternative measures, all
with the objective of carrying out the terms and conditions of this Contract For purposes of this Article, the term
Force Majeure 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 actions are within the power of the Party invoking Force Majeure to prevent),
confiscation or any other action by government agencies. Force Majeure shall not be deemed to include: (a) any
event which is caused by the negligence or intentional action of a Party or such Party's consultants, agents or
employees; (b) any event which a diligent Party could reasonably have been expected to both: (i) take into
account at the time this Contract was entered into; and (ii) avoid or overcome in the carrying out of its obligations
hereunder; or (c) the insufficiency of funds, inability to make any payment required under this Contract, or any
economic conditions, including but not limited to inflation, price escalations, or labor availability.
ARTICLE 25. FLOW-DOWN OBLIGATIONS
25.01 Contractor agrees that the obligations of Contractor under this Contract, as applicable under each Article,
shall be specifically incorporated into all subcontracts or agreement by Contractor with any company, supplier,
consultant, or other legal entity performing a portion of the Contract Work.

IFB 15-0080
Exhibit E
Page 7 of 7

ARTICLE 26. NON-EXCLUSIVITY

26.01 Unless otherwise specified in the Contract, the Purchaser shall have no obligation to purchase any
minimum quantities of goods or services from the Contractor, and the United Nations shall have no limitation on
its right to obtain goods or services of the same kind, quality and quantity described in the Contract, from any
other source at any time.
ARTICLE 27. SEVERABILITY
27.01 Any provision of this Contract prohibited by the laws of any jurisdiction shall be, as to such jurisdiction,
ineffective to the extent of such prohibition, without invalidating the remaining provisions of this Contract.
ARTICLE 28. PRESERVATION OF IMMUNITIES
28.01 Nothing herein shall constitute or be considered to be a limitation upon or a waiver of the privileges and
immunities of the International Bank for Reconstruction and Development, Multilateral Investment Guarantee
Agency, International Finance Corporation, International Development Association and International Center for
the Settlement of Investment Disputes, which are specifically reserved.
ARTICLE 29. RIGHT TO MODIFY
29.01 Purchaser reserves the right to issue written changes to this Contract. No modification of this Contract
shall be valid unless in writing and signed by an authorized representative of Purchaser. Contractor may not
change any aspect of this Contract without Purchaser's prior written consent.
ARTICLE 30. LANGUAGE
30.01 The English language shall be the binding and controlling language for all matters relating to the meaning
or interpretation of this Contract.
ARTICLE 31. ENTIRE CONTRACT
31.01 This Contract is not valid until signed by an authorized representative of the Contractor and the
Purchaser. Additional or different terms and conditions proposed by Contractor shall be void and of no effect
unless accepted in writing by Purchaser.
IN WITNESS WHEREOF the parties have caused this contract to be executed.

International Finance Corporation

(Company Name)
(Name of Signatory)

(Authorized Signature)

(Title of Signatory)

(Name and Title)

(Date)

(Date)

IFB 15-0080
Exhibit F
Page 1 of 1

EXHIBIT F
IFB 15-0080
ISP LINK, IFC LAGOS, NIGERIA
VENDOR REGISTRATION FORM

My company is registered with the World Bank Group. Our VIN is ___________________.
My company has completed and submitted a Vendor Registration application at the link provided below.
Our application number is __________________.
World Bank Vendor Registration site http://www.worldbank.org/corporateprocurement/