The World Bank 1818 H Street N.W. (202) 477-1234 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Washington, D.C. 20433 Cable Address: INTBAFRAD INTERNATIONAL DEVELOPMENT ASSOCIATION U.S.A. Cable Address: INDEVAS November 5, 2015 Mr. Nguyen Vn Binh Governor State Bank of Vietnam 49 Ly Thai To Hanoi, Vietnam Dear Governor Binh: Re: Climate Innovation Multi-Donor Trust Fund Grant No. TFOA 1407 Vietnam Climate Innovation Center Project In response to the request for financial assistance made on behalf of the Socialist Republic of Vietnam ("Recipient"), I am pleased to inform you that the International Bank for Reconstruction and Development/International Development Association ("World Bank"), acting as administrator of grant funds provided by donors ("Donors") under the Climate Innovation Multi-Donor Trust Fund (TF071681) proposes to extend to the Recipient, a grant in an amount not to exceed three million eight hundred thousand United States Dollars (U.S.$3,800,000) ("Grant") on the terms and conditions set forth or referred to in this letter agreement ("Agreement"), which includes the attached Annex, to assist in the financing of the project described in the Annex ("Project"). This Grant is funded out of the abovementioned trust fund for which the World Bank receives periodic contributions from the Donors. In accordance with Section 3.02 of the Standard Conditions (as defined in the Annex to this Agreement), the World Bank's payment obligations in connection with this Agreement are limited to the amount of funds made available to it by the Donors under the abovementioned trust fund, and the Recipient's right to withdraw the Grant proceeds is subject to the availability of such funds. 1 Please confirm the Recipient's agreement to the foregoing by having an authorized official of the Recipient sign and date the enclosed copy of this Agreement, and returning it to the World Bank. This Agreement shall become effective upon receipt by the World Bank of this countersigned copy. Very truly yours, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT/INTERNATIONAL DEVELOPMENT ASSOCIATION By Victoria Kwakwa Country Director, Vietnam East Asia and Pacific Region AGREED: SOCIALIST REPUBLIC OF VIETNAM By Authorized Representative Name IL tfovc, Title (7ipa0 r r ro r Date ec /52015 Enclosures: (1) Standard Conditions for Grants Made by the World Bank Out of Various Funds, dated February 15, 2012 (2) Disbursement Letter of the same date as this Agreement, together with World Bank Disbursement Guidelines for Projects, dated May 1, 2006 2 Climate Innovation MDTF Grant No. TFOA1407 ANNEX Article I Standard Conditions; Definitions 1.01. Standard Conditions. The Standard Conditions for Grants Made by the World Bank out of Various Funds dated February 15, 2012 ("Standard Conditions") constitute an integral part of this Agreement. 1.02. Definitions. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the Standard Conditions or in this Agreement. For purposes of this Agreement, the following terms, whenever used in this Agreement, shall have the following meanings: (a) "Environmental and Social Management Framework" means the Recipient's framework dated September 29th, 2015, satisfactory to the World Bank. (b) "Incremental Operating Costs" means the reasonable incremental costs incurred by the Recipient in the implementation of the Project, which expenditures would not have been incurred absent the Project, including the costs of consumables, operation, maintenance, and/or rental of equipment and vehicles; communication costs; information and communication campaigns, including media costs; transportation costs; and per diem for Project staff including contracted staff and other participants for purposes of Project implementation, management, and supervision; and wages of contracted staff; but in all cases excluding salaries, salary allowances, and salary supplements of the Recipient's civil servants ("c6ng chi'c", "vi8n chrc") and Sub-grantees' staff. (c) "Negative List" means the list of activities and inputs for which the proceeds of the Grant shall not be used, as set out in the Project Operations Manual. (d) "Ministry of Science and Technology" means the Recipient's Ministry of Science and Technology, or any successor thereto. (e) "Project Management Unit" or "PMU" means the unit established by the Recipient on October 5, 2015, referred to in Section 2.03(a) of this Annex. (f) "Project Operations Manual" means the manual, dated October 20, 2015, acceptable to the Bank, referred to in Section 2.03(b)(i) of this Annex, as such manual may be amended or updated from time to time by agreement in writing between the World Bank and the Recipient. (g) "SME" means a small-medium enterprise authorized to operate in the Recipient's territory. "SMEs" means more than one SME. 3 (h) "Sub-grant" means the proceeds of the Grant to be made available to an eligible Sub- Grantee in accordance with Section 2.03(c) of this Annex for the purposes of carrying out a Sub-project. "Sub-grants" means more than one Sub-grant. (i) "Sub-grantee" means an entity: (i) meeting the eligibility criteria set out in, and selected pursuant to, the Project Operations Manual; and (ii) which has entered into a Sub-grant Agreement with the Recipient meeting the requirements set out in Section 2.03(c) of this Annex. "Sub-grantees" means more than one Sub-grantee. (j) "Sub-grant Agreement" means each agreement to be entered into by a Sub-grantee and the Recipient, setting out the terms and conditions acceptable to the World Bank, on which the Recipient may make a portion of the proceeds of the Grant available to a Sub-grantee for the purposes of carrying out a Sub-project, in each case on terms and conditions consistent with this Agreement, including each of the provisions set out in Section 2.03(c) of this Annex. "Sub-grant Agreements" means more than one Sub-grant Agreement. (k) "Training and Workshops" means the reasonable costs of expenditure incurred by the Recipient in facilitating, conducting, and/or undertaking domestic and overseas training and workshop activities under the Project, including: costs of training or workshop materials; equipment and venue rental; and per diem, accommodation, and transportation for those attending the training or workshop, honoraria for all Project trainers; but excluding salary and salary supplements of the Recipient's civil servants ("c6ng chrc", "vi&n chrc") and Sub-grantees' staff. (1) "World Bank's Safeguard Policies" means the World Bank's operational policies and procedures set forth in the World Bank's Operational Manual under OP/BPs 4.01, 4.04, 4.09, 4.10, 4.11, 4.12, 4.36, 4.37, 7.50 and 7.60 published at www.worldbank.org/opmanual. Article II Project Execution 2.01. Project Objectives and Description. The objective of the Project is to increase green growth business innovations by supporting entrepreneurs and SMEs involved in developing technological solutions through the establishment and operation of the Vietnam Climate Innovation Center ("VCIC"). The Project consists of the following parts: Part 1. Establishment and Operation of the VCIC; and Provision of Policy Feedback (a) Providing support for the establishment and operation of the VCIC, including: (i) the establishment and operation of VCIC following public private partnership model in green growth and climate change adaptation; (ii) provision of support for the operation of VCIC; (iii) preparation for the establishment and operation of a climate incubation and innovation fund following the establishment of VCIC; and (iv) promotion of cooperation between VCIC and entities under the Ministry of Science and Technology. 4 (b) Providing support for the operation of the Project Management Unit, including the Project management, supervision, monitoring and coordination between VCIC and organizations under the Ministry of Science and Technology. (c) Providing support for policy development in climate technology innovation activities, including: (i) facilitating dialogue between the Recipient and the private sector to study, propose, pilot, and develop a policy framework to support technology incubation, business incubation, technology commercialization, private investment and develop capacity for organizations and associations operating in the area of climate change innovation; and (ii) collecting feedback and lessons learned from the establishment and implementation of VCIC to propose policies to support development of climate innovation. Part 2. Climate Technology Business Incubation Services, Including Sub-grants to Companies (a) Providing support for the climate technology business pre-incubation, including: (i) searching, selecting and incubating sound ideas on climate change technology through competitions; (ii) connecting and guiding organizations and individuals with sound climate technology ideas to participate in global grant competitions to find opportunities to access investors globally; and (iii) organizing workshops and forums to introduce and connect organizations and individuals with feasible and sound ideas on climate technologies with investors and the Recipient's authorities to solicit funding for incubation. (b) Providing support for the climate technology business incubation, including: (i) organizing training and providing professional services for VCIC member enterprises to develop and realize ideas, as well as create products with high commercial market potential; (ii) providing support for VCIC member enterprises to connect with experts and research facilities to research and develop new products; and (iii) connecting VCIC member enterprises with angel investors, individual investors, investment funds, and development banks to improve financial capacity for VCIC member enterprises. (c) Providing support to commercialization of climate technology and market development support activities, including: (i) generating reports from market surveys and other analyses on business opportunities in the climate technology; (ii) providing support to VCIC enterprises to connect to domestic and global markets; (iii) providing support to VCIC member enterprises to secure intellectual property rights, develop brand names and participate in technological markets and trading floors; and (iv) providing support to promote products of VCIC enterprises, including through social media. (d) Providing Sub-grants to enterprises. Part 3. E-portal, Database and Business Support Services Providing support for the setting up and utilization of e-infrastructure to provide, share and exchange knowledge, experiences, and practices electronically, including: (i) creating a database on technology, technology enterprises, financial/non-financial partners, angel investors and experts working in the area of climate change; (ii) developing VCIC e-portal; and (iii) disseminating and using database and e-portal effectively to support VCIC operations and business support services. 5 2.02. Project Execution Generally. The Recipient declares its commitment to the objectives of the Project. To this end, the Recipient shall carry out the Project in accordance with the provisions of: (a) Article II of the Standard Conditions; (b) the "Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants", dated October 15, 2006 and revised in January 2011 ("Anti-Corruption Guidelines"); and (c) this Article II. 2.03. Institutional and Other Arrangements. (a) Institutional Arrangements. The Recipient, through the Ministry of Science and Technology, shall be responsible for the implementation of the Project and shall establish and thereafter maintain until completion of the Project, a Project Management Unit, with staffing and terms of reference acceptable to the World Bank. (b) Implementation Arrangements (i) The Recipient shall implement the Project in accordance with the Project Operations Manual, acceptable to the World Bank, which provides details of guidelines and procedures acceptable to the World Bank for the implementation, supervision, and monitoring and evaluation, of the Project, including: (i) implementation arrangements; (ii) procurement procedures as set forth in Section 2.08 of this Annex, standard procurement documentation and Procurement Plan; (iii) reporting requirements, financial management procedures and audit procedures as set forth in Sections 2.07 of this Annex; (iv) project performance indicators as set forth in Section 2.05 (b) of this Annex; (v) selection criteria and procedures of Sub-grantees; (vi) the form and criteria for Sub-Grantee proposals; (vii) the form for progress reporting by the Recipient; (viii) Sub-grants procedures; (ix) the Negative List; and (x) mandatory terms and conditions of Sub- Grant Agreements, including those set out in Section 2.03(c) of this Annex, and obligations for implementation by, and supervision of, Project activities carried out by Sub-Grantees. The Recipient shall not amend the Project Operations Manual except with the written agreement of the World Bank. (ii) In the event of any conflict between the provisions of the Project Operations Manual or any Sub-Grant Agreement and those of this Agreement, the latter shall prevail. (c) Procedures, Terms and Conditions for Sub-grants (i) The Recipient shall make available the proceeds of the Grant allocated to Category (2) of the table in paragraph 3.01 of this Annex to one or more eligible Sub- Grantee(s), in each case under a Sub-Grant Agreement to be entered into between the Sub-Grantee and the Recipient, on terms and conditions consistent with this Agreement, and including in all cases the provisions of sub-paragraph (iv) of this Section 2.03(c) for the purposes of carrying out Sub-Project activities in accordance with the Project Operations Manual. (ii) The Recipient shall not enter into any Sub-Grant Agreement or make available any Grant proceeds to any Sub-Grantee unless: (A) such Sub-Grantee has furnished to the Recipient a proposal for a Sub-Project that fully satisfies the criteria specified in the Project Operations Manual, including a procurement plan, and (B) the World 6 Bank has issued a no-objection letter for such Sub-Project, unless the World Bank has otherwise notified the Recipient that a World Bank no-objection letter is not necessary for a given Sub-Project or a given category of Sub-Projects. (iii) The Recipient shall ensure that no Sub-Grant shall be provided for any activity or input on the Negative List. The Recipient shall ensure that no Sub-Grant may be made available to a Sub-Grantee unless the Recipient and the Sub-Grantee have entered into a Sub-Grant Agreement that fully satisfies the criteria specified in the Project Operations Manual and in sub-paragraph (iv) below. (iv) The Recipient shall ensure that each Sub-Grant Agreement shall provide for rights adequate to protect the interests of the World Bank and the Recipient and shall: (A) require the Sub-Grantee to carry out activities specified in the relevant Sub-Grant Agreement in accordance due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the Bank, including in accordance with the Project Operations Manual, the Anti- Corruption Guidelines, and the Environmental and Social Management Framework; (B) require that all goods and services necessary for the Sub-Project shall be procured by the Sub-Grantee in accordance with the provisions of paragraph 2.08 of this Annex; (C) provide promptly as needed the resources required for the Sub-Project (D) require that all goods and services shall be used exclusively in the carrying out of the Sub-Project activities; (E) require that the Sub-Grantees shall monitor and evaluate the progress of the Sub-Project in accordance with the Project Operations Manual; (F) require that the Sub-Grantee shall maintain a financial management system in accordance with the Project Operations Manual and prepare financial statements in accordance with consistently applied accounting standards acceptable to the World Bank and the Recipient; (G) enable the Recipient and the World Bank to inspect the Sub-project, its operation and any relevant records and documents; and prepare and furnish to the Recipient and the World Bank all such information as the Recipient or the World Bank shall reasonably request relating to the foregoing; and (H) set out the right of the Recipient to: (A) suspend or terminate the right of the Sub-Grantee to use the proceeds of Sub-Grant; or (B) obtain a refund of the Sub-Grant upon the failure of the Sub-Grantee to perform any of its obligations under the Sub-Grant Agreement. 7 (v) The Recipient shall submit to the World Bank for concurrence the Project Operations Manual (which contains Sub-Grant procedures) satisfactory to the World Bank, prior to the Recipient approving the first Sub-Project. (d) Environmental and Social Safeguards (i) (A) The Recipient shall ensure that the Project is implemented in accordance with the Environmental and Social Management Framework, including the environmental and social plans to be prepared throughout the implementation of the Project pursuant to said Environmental and Social Management Framework. Except as the World Bank and the Recipient shall otherwise agree in writing, the Recipient shall not assign, amend, suspend, abrogate, repeal, or waive the Environmental and Social Management Framework or any provision thereof. (B) In the event of any conflict between the provisions of the Environmental and Social Management Framework and those of this Agreement, the latter shall prevail. (ii) (A) The Recipient shall ensure that the terms of reference for any consultancies related to technical assistance and/or capacity building activities under this Agreement shall be satisfactory to the World Bank following its review thereof and, to that end, such terms of reference shall duly incorporate the requirements of the World Bank's Safeguard Policies then in force, as applied to the advice conveyed through such technical assistance and/or capacity building activities. (B) The Recipient shall ensure that each Sub-Grant is implemented in accordance with the World Bank's Safeguard Policies then in force. 2.04. Donor Visibility and Visit. (a) The Recipient shall take or cause to be taken all such measures as the World Bank may reasonably request to identify publicly the Donors support for the Project. (b) For the purposes of Section 2.09 of the Standard Conditions, the Recipient shall, upon the World Bank's request, take all measures required on its part to enable the representatives of the Donors to visit any part of the Recipient's territory for purposes related to the Project. 2.05. Project Monitoring, Reporting and Evaluation. (a) The Recipient shall monitor and evaluate the progress of the Project and prepare Project Reports in accordance with the provisions of Section 2.06 of the Standard Conditions and on the basis of the indicators acceptable to the World Bank and set forth in the Project Operations Manual. Each Project Report shall cover the period of one calendar semester, and shall be furnished to the World Bank not later than forty-five days after the end of the period covered by such report. (b) The Recipient shall prepare the Completion Report in accordance with the provisions of Section 2.06 of the Standard Conditions. The Completion Report shall be furnished to the World Bank not later than six months after the Closing Date. 2.07. Financial Management. (a) The Recipient shall ensure that a financial management system is maintained in accordance with the provisions of Section 2.07 of the Standard Conditions. 8 (b) The Recipient shall ensure that interim unaudited financial reports for the Project are prepared and furnished to the World Bank not later than forty-five days after the end of each calendar semester, covering the semester, in form and substance satisfactory to the World Bank. In order to assist the Recipient in preparing the interim unaudited financial reports, the Recipient shall employ consultants whose qualifications, experience and terms of reference are acceptable to the World Bank in accordance with the provisions of Section 2.08 of this Agreement. (c) The Recipient shall have its Financial Statements audited in accordance with the provisions of Section 2.07 (b) of the Standard Conditions. Each such audit of the Financial Statements shall cover the period of one fiscal year of the Recipient. The audited Financial Statements for each such period shall be furnished to the World Bank not later than six months after the end of such period. 2.08. Procurement (a) General. All goods, non-consulting services and consultants' services required for the Project and to be financed out of the proceeds of the Grant shall be procured in accordance with the requirements set forth or referred to in: (i) Section I of the "Guidelines: Procurement of Goods, Works and Non-consulting Services under IBRD Loans and IDA Credits and Grants by World Bank Borrowers" dated January 2011 (revised July 2014) ("Procurement Guidelines"), in the case of goods and non-consulting services; (ii) Sections I and IV of the "Guidelines: Selection and Employment of Consultants under IBRD Loans and IDA Credits and Grants by World Bank Borrowers" dated January 2011 (revised July 2014) ("Consultant Guidelines") in the case of consultants' services; and (iii) the provisions of this Section, as the same shall be elaborated in the procurement plan prepared and updated from time to time by the Recipient for the Project in accordance with paragraph 1.18 of the Procurement Guidelines and paragraph 1.25 of the Consultant Guidelines ("Procurement Plan"). (b) Definitions. The capitalized terms used in the following paragraphs of this Section to describe particular procurement methods or methods of review by the World Bank of particular contracts, refer to the corresponding method described in Sections II and III of the Procurement Guidelines, or Sections II, III, IV and V of the Consultant Guidelines, as the case may be. (c) Particular Methods of Procurement of Goods and Non-consulting Services (i) Except as otherwise provided in sub-paragraph (ii) below, goods and non- consulting services shall be procured under contracts awarded on the basis of International Competitive Bidding: (ii) The following methods, other than International Competitive Bidding, may be used for procurement of goods and non-consulting services for those contracts which are specified in the Procurement Plan: (A) National Competitive Bidding, subject to the additional provisions set out in the Appendix to this Annex; (B) Shopping; (C) Direct Contracting. (d) Particular Methods of Procurement of Consultants' Services 9 (i) Except as otherwise provided in item (ii) below, consultants' services shall be procured under contracts awarded on the basis of Quality- and Cost-based Selection. (ii) The following methods, other than Quality- and Cost-based Selection, may be used for the procurement of consultants' services for those assignments which are specified in the Procurement Plan : (A) Quality-based Selection; (B) Selection under a Fixed Budget; (C) Least Cost Selection; (D) Selection based on Consultants' Qualifications; (E) Single-source Selection of consulting firms; (F) Selection of Individual Consultants; and (G) Single-source procedures for the Selection of Individual Consultants. (e) Review by the World Bank of Procurement Decisions. The Procurement Plan shall set forth those contracts which shall be subject to the World Bank's Prior Review. All other contracts shall be subject to Post Review by the World Bank. (f) Document Retention. Notwithstanding the provisions of paragraphs 2(j) and 5 of Appendix 1 to the Procurement Guidelines, and paragraphs 2(k) and 5 of Appendix 1 to the Consultant Guidelines, the Recipient: (i) shall retain all documentation with respect to each contract as described in said paragraphs for at least seven years and six months after the Closing Date set forth in Section 3.03 of this Agreement; (ii) shall furnish such documentation to the World Bank at any time upon request; and (iii) hereby authorizes the World Bank to disclose such documentation to the Donor. Article III Withdrawal of Grant Proceeds 3.01. Eligible Expenditures. The Recipient may withdraw the proceeds of the Grant in accordance with the provisions of: (a) the Standard Conditions; (b) this Section; and (c) such additional instructions as the World Bank may specify by notice to the Recipient (including the "World Bank Disbursement Guidelines for Projects" dated May 2006, as revised from time to time by the World Bank and as made applicable to this Agreement pursuant to such instructions), to finance Eligible Expenditures as set forth in the following table. The table specifies the categories of Eligible Expenditures that may be financed out of the proceeds of the Grant ("Category"), the allocations of the amounts of the Grant to each Category, and the percentage of expenditures to be financed for Eligible Expenditures in each Category: Category Amount of the Grant Percentage of Allocated Expenditures to be (expressed in USD) Financed (inclusive of Taxes) (1) Goods, non-consulting services, 2,350,000 100% consultants' services, Incremental Operating Costs and Training and Workshops under the Project (2) Sub-grants under Part 2(d) of the 1,450,000 100% Project TOTAL AMOUNT 3,800,000 10 3.02. Withdrawal Conditions. Notwithstanding the provisions of Section 3.01 of this Agreement, no withdrawal shall be made for payments made: (a) prior to the date of countersignature of this Agreement; (b) under Category (2) until the Recipient has adopted the Project Operations Manual, acceptable to the World Bank. 3.03. Withdrawal Period. The Closing Date referred to in Section 3.06 (c) of the Standard Conditions is June 30, 2018. Article IV Recipient's Representative; Addresses 4.01. Recipient's Representative. The Recipient's Representative referred to in Section 7.02 of the Standard Conditions is the Governor, or a Deputy Governor, of State Bank of Vietnam. 4.02. Recipient's Address. The Recipient's Address referred to in Section 7.01 of the Standard Conditions is: State Bank of Vietnam 49 Ly Thai To Hanoi, Vietnam Cable address: Telex: Facsimile: VIETBANK 412248 (84-4) 3825 0612 4.03. World Bank's Address. The World Bank's Address referred to in Section 7.01 of the Standard Conditions is: International Bank for Reconstruction and Development/International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable: Telex: Facsimile: INTBAFRAD INDEVAS 248423 (MCI) or 1-202-477-6391 Washington, D.C. 64145 (MCI) 11 APPENDIX National Competitive Bidding Procedures The procedures to be followed for the procurement of goods, non-consulting services, and works under contracts awarded on the basis of National Competitive Bidding shall be those set forth in: (a) Article 20 on Open Bidding of the Recipient's Law on Procurement No. 43/2013/QH 13 dated November 26, 2013 and related provisions necessary to effect the same; and (b) the Recipient's Decree No. 63/2014/ND-CP Guiding Implementation of the Law on the Procurement dated June 26, 2014 (collectively, "National Procurement Laws"), subject to the provisions of Section I and Paragraphs 3.3 and 3.4 of the "Guidelines for Procurement of Goods, Works, and Non-Consulting Services under IBRD Loans and IDA Credits & Grants by World Bank Borrowers" dated January 2011 and revised July 2014 ("the Procurement Guidelines") and the following provisions: Conflict of Interest 1. A bidder shall not have a conflict of interest. Any bidder found to have a conflict of interest shall be ineligible for award of a contract. The provisions on conflict of interest as stated under Section I of the Procurement Guidelines shall apply. Eligibility 2. The eligibility of bidders shall be as defined under Section I of the Procurement Guidelines; accordingly, no bidder or potential bidder shall be declared ineligible for contracts financed by the Association for reasons other than those provided in Section I of the Guidelines. Foreign bidders shall be eligible to participate in bidding under the same conditions as national bidders. In particular, no domestic preference over foreign bidders shall be granted to national bidders in bid evaluation, nor shall foreign bidders be asked or required to form joint ventures with or be subcontractors to national bidders in order to submit a bid. 3. Government-owned enterprises or institutions of the Recipient's country are eligible to bid in the Recipient's country only if they can establish that they: (i) are legally and financially autonomous, (ii) operate under commercial law, and (iii) are not dependent agencies of the Recipient or Sub-Recipient. Time for Bid Preparation 4. The time allowed for the preparation and submission of bids for large and/or complex packages shall not be less than thirty (30) days from the date of the invitation to bid or the date of availability of the bidding documents, whichever is later. Standard Bidding Documents 5. The standard bidding documents acceptable to the Association shall be used. Bid Opening and Bid Evaluation 6. Bids shall be opened in public, immediately after the deadline for submission of bids, regardless of the number of bids received. 12 7. Evaluation of bids shall be made in strict adherence to the criteria that shall be clearly specified in the bidding documents and quantified in monetary terms for evaluation criteria other than price; merit points shall not be used in bid evaluation. No bid shall be eliminated from detailed evaluation on the basis of minor, non-substantive deviations. The evaluation of bidder's qualifications shall be conducted separately subsequent to the technical and commercial evaluation of the bid. 8. A contract shall be awarded, within the period of the validity of bids, to the bidder who meets the appropriate standards of capability and resources and whose bid has been determined (i) to be substantially responsive to the bidding documents and (ii) to offer the lowest evaluated cost. A bidder shall neither be required nor permitted, as a condition for award, to undertake obligations not specified in the bidding documents or otherwise to modify the bid as originally submitted. 9. No bid shall be rejected on the basis of a comparison with the employer's estimate and budget ceiling without the Association's prior written agreement. Reiection of All Bids and Re-bidding 10. Rejection of all bids is justified when there is lack of effective competition, or all bids are not substantially responsive, or no bidder meets the specified qualification criteria, or the bid price of the lowest evaluated winning bid is substantially higher than the Recipient's updated estimated cost or available budget. All bids shall not be rejected or new bids solicited without the Association's prior written agreement. Complaints by Bidders and Handling of Complaints I1. The Recipient shall implement an effective and independent protest mechanism, acceptable to the Association, allowing bidders to protest and have their protests handled in a timely manner. 13