RPA1 Standard Bidding Documents for the Supply and Installation of Information Systems General Conditions of Contract and Special Conditions of Contract February 27- Mar 3, 2006, Zagreb, ECA.

RPA2 BIDDING DOCUMENTS PURPOSE –INSTRUCT BIDDERS ON BID SUBMISSION PROCEDURE –DESCRIBE INFORMATION SYSTEMS TO BE DEVELOPED, SUPPLIED AND INSTALLED –INFORM THE BIDDERS OF CRITERIA FOR EVALUATION –DEFINE CONDITIONS OF CONTRACT COMPONENTS –INVITATION FOR BIDS –INSTRUCTION TO BIDDERS (ITB), ITB DATA SHEET –GENERAL CONDITIONS OF CONTRACT (GCC) AND SPECIAL CONDITIONS OF CONTRACT (SCC) –TECHNICAL REQUIREMENTS –TECHNICAL RESPONSIVENESS CHECKLIST –BIDDING AND CONTRACT FORMS AND ATTACHMENTS

RPA3 CONDITIONS OF CONTRACT A.CONTRACT AND INTERPRETATION (includes: Interpretation, Notices, Governing Law and Settlement of Disputes) B.SUBJECT MATTER OF CONTRACT (includes Scope, Times for Completion and Responsibilities – supplier and purchaser) C.PAYMENT (Price, Terms, Securities and Taxes) D.INTELLECTUAL PROPERTY (Copyright and Licensing) E.SUPPLY, INSTALLATION, TESTING, COMMISSIONING AND ACCEPTANCE OF SYSTEM (Project Plan, Subcontracting, delivery, upgrades, Installation, Testing, Commissioning and Operational Acceptance) F.GUARANTEES AND LIABILITIES (includes: Liabilities, Guarantees and Warranties) G.RISK DISTRIBUTION (Transfer of Ownership, Care od system, Insurances, Force Majeure H.CHANGE IN CONTRACT ELEMENTS (Extensions, termination Assignment)

RPA4 The SCC modify GCC clauses Focus on: Adjudication/arbitration provisions Recurrent cost items Terms of Payment (incl. attention to Letter of Credit) Advance Payment Security Performance Security after Operational Acceptance Intellectual Property Rights/Software licensing issues Timeframes for Project Plan Right to receive product upgrades/maintenance period Special Conditions of Contract (SCC)

RPA5 Conditions of Contract (GCC and SCC) PART A – Contract and Interpretation (6 clauses [1-6]) –[1] Definitions –[2] Contract Documents –[3] Interpretation –[4] Notices –[5] Governing Law –[6] Settlement of Disputes Modify 1,2,3,4,5,6 Standard Details (1.1) If any change in order (2) Language of contract (3.1.1) Contact details (4.1) Country of Purchaser (5.1) Appointing authority [adjudicator] (6.1.4) Choose rules for arbitration (6.2.3)

RPA6 Conditions of Contract (GCC and SCC) PART B – Subject matter of Contract (4 clauses [7-10]) –[7] Scope of system –[8] Commencement and OA –[9] Supplier’s Responsibilities –[10] Purchaser Resp. Modify 7,8,9,10 Recurrent cost items and spare parts (7.3) Commencement conditions (8.1) Time to completion (8.2) Any additional responsibilities (9.9) Any additional responsibilities (10.12)

RPA7 Conditions of Contract (GCC and SCC) PART C – Payment (4 clauses [11-14]) –[11] Contract price –[12] Terms of payment –[13] Securities –[14] Taxes and Duties Modify 11,12,13, 14 Price adjustments – formula (11.2) Indicates payments plan (12.1) Interest on delayed payments (12.3) Payment for local goods (12.4) Form of payment foreign goods (12.5) Advance payment security (13.2.1) Reduction in value [Adv.] (13.2.2) Performance - Currency and amount (13.3.1) Reduction after OA (13.3.4) Any special items on tax (14)

RPA8 PAYMENT CONDITIONS PAYMENT IS DIVIDED AMONG 7 CATEGORIES –ADVANCE (USUALLY 10% excl. Recurrent Costs) –INFORMATION TECHNOLOGIES, MATERIALS AND OTHER GOODS (not custom software or custom materials) usually 60% delivery, 10% installation, 10% Op. Accept. –CUSTOM SOFTWARE AND CUSTOM MATERIALS usually 60% installation, 20% Op. Accept. –SERVICES`OTHER THAN TRAINING (usually 80% monthly in arrears against services performed) –TRAINING (usually 30% at start of training and 50% monthly in arrears) –COMPLETE SYSTEM INTEGRATION (usually 10% of entire contract excl. Recurrent Costs) –RECURRENT COSTS (100% monthly in arrears against services delivered)

RPA9 Assume advance is x% (e.g., 10%) of total contract price Amount P has been paid to contractor (all payments combined, excluding advance payment) Reduction of advance amount still guaranteed is: R = P*x/(100-x) Reduction of the advance security

RPA10 Conditions of Contract (GCC and SCC) PART D – Intellectual property (3 clauses [15-17]) –[15] Copyright –[16] Software Licences –[17] Confidential Information Modify 15, 16, 17 Use of standard software (15.3) Use of custom software (15.4) Software Escrow contract (15.5) License for standard software, use of standard software, copying and disclosure of standard software (16.1) Audit of standard software (16.2) Confidentiality (not apply) (17.1) Length of applicability (17.6)

RPA11 Conditions of Contract (GCC and SCC) PART E – Supply, Install. and acceptance (10 clauses [18-27]) –[18] Representatives –[19] Project Plan –[20] Subcontracting –[21] Design and Engineering –[22] Delivery Transport –[23] Product Upgrades Modify 18, , 22, 23, 24, 25, 26, 27 Powers and limitations of representatives (18.1 – purchaser) ( – supplier) Chapters in project plan (19.1) Agreement of project Plan (19.2) Required reports (19.5) Rights and obligations (20) Standards to be used (21.2) Required approval (21.3.1) Required documents (22.5) Provision of new versions (23.4)

RPA12 Conditions of Contract (GCC and SCC) PART E – Supply, Install. and acceptance (10 clauses [18-27]) –[24] Implementation –[25] Inspections and Tests –[26] Installation of the System –[27] Commissioning and OA Modify 18, , 22, 23, 24, 25, 26, 27 Additional services (24) Additional inspections (25) Conditions for notification for OA testing (26) How will testing be conducted (27.2.1) Time for OA testing (27.2.2)

RPA13 Conditions of Contract (GCC and SCC) PART F – Guarantees and Liabilities (6 clauses [28-33]) –[28] OA time guarantee –[29] Defect liability –[30] Functional Guarantee –[31] IPR Warranty Modify 28, 29, 30, 31, 32, 33 Damages for delay in OA (28.2) Condition for damages (28.3) Limitations to liability (29.1) Prior release conditions (29.3) Warranty period (29.4) Requirement to commence work under warranty (29.10) Additional functional guarantees (30) Limitations stated in Bid (31)

RPA14 Conditions of Contract (GCC and SCC) PART F – Guarantees and Liabilities (6 clauses [28-33]) –[32] IPR Indemnity –[33] Limitation of Liability Modify 28, 29, 30, 31, 32, 33 Limitations stated in Bid (32) Limitations stated in Bid (33)

RPA15 Conditions of Contract (GCC and SCC) PART G – Risk Distribution (5 clauses [34-38]) –[34] Transfer of Ownership –[35] Care of System –[36] Loss or Damage –[37] Insurances –[38] Force Majeure Modify 34, 35, 36, 37, 38 Additional conditions stated in Bid (34) Additional conditions stated in Bid (35) Additional conditions stated in Bid (36) Third party liability (37.1) Workers compensation / employers liability etc. (37.1 e) Additional conditions stated in Bid (38)

RPA16 Conditions of Contract (GCC and SCC) PART H – Change in contract elements (4 clauses [39-42]) –[39] Changes to System –[40] Extension of time –[41] Termination –[42] Assignment Modify , 41, 42 Change Order Procedures (39) Additional conditions stated in Bid (40) Additional conditions stated in Bid (41) Additional conditions stated in Bid (42)