Invitation to tender No 10186
Production and dissemination of the Supplement to the Official Journal of the European Union:
TED website, OJS DVD-ROM and related offline and online media
Draft contract
HYBRID SERVICE CONTRACT
CONTRACT NUMBER – 10186
The European Community (hereinafter referred to as "the Community"), represented by the Commission of the European Communities (hereinafter referred to as "the Commission"), which is represented for the purposes of the signature of this Contract by [Mr/Mrs/Ms name in full,], acting Head of the ‘TED’ Unit of the Office for Official Publications of the European Communities (hereinafter referred to as "the Publications Office"),
of the one part,
and
Official name in full: …………………………………………………………………
Official legal form: …………………………………………………………………...
Statutory registration number: ………………………………………………………….
Official address in full: …………………………………………………………………
…………………………………………………………………………………………
VAT registration number: ………………………………………………………………………
hereinafter referred to as "the Contractor"[1], represented for the purposes of the signature of this Contract by:
Name in full and function: ……………………………………………………………
…………………………………………………………………………………………
of the other part,
HAVE AGREED
the Special Conditions and the General Conditions below and the following annexes:
Annex 1 – Price schedule and estimation form (Volume I)
Annex 2A – Financial identification form (Volume I)
Annex 2B – Legal entity form (Volume I)
Annex 2C – Order form and Specific contract (please note that these are indicative models and they might change in the future) (Volume I)
Annex 2D – Performance guarantee (Volume I)
Annex 2E – Agreement/Power of Attorney in case of a joint bid (Volume I)
Annex 3 – Tender Specifications (Volume II)[2]
Annex 4 – Contractor's tender (Volume III)[3]
which form an integral part of this contract (hereinafter referred to as “the Contract”).
The terms set out in the Special Conditions shall take precedence over those in the other parts of the Contract. The terms set out in the General Conditions shall take precedence over those in the annexes. The terms set out in the Contract shall take precedence over those in the order forms and specific contracts. The terms set out in Tender Specifications shall take precedence over the Contractor’s tender.
Subject to the above, the several instruments forming part of the Contract are to be taken as mutually explanatory. Ambiguities or discrepancies within or between such parts shall be explained or rectified by a written instruction issued by the Commission, subject to the rights of the Contractor under Article I.8 should he dispute any such instruction.
This Contract sets out the legal, administrative, technical and financial conditions applicable to all relations between the European Community and the Contractor during its period of validity.
I – Special Conditions
Article I.1 - Subject
I.1.1 The subject of the Contract is: Production and dissemination of the Supplement to the Official Journal of the European Union: TED website, OJS DVD-ROM and related offline and online media.
I.1.2 The Contractor shall execute the tasks assigned to him in accordance with all terms and conditions of the Contract. The services provided under this Contract are
1. Direct services: once the Contract has entered into force, the Contractor provides these services according to the Tender Specifications subject to the conditions in point 4 of the specifications, Volume II. The direct services are the services covered by points 1.1 -1.5 and point 2 of the price schedule.
2. Additional services: signature of the Contract imposes no obligation on the Commission to purchase these additional services. Only implementation of the Contract through orders or specific contracts is binding on the Commission. The additional services are the services other than direct services, covered by point 1.6, 1.7 and 3 of the price schedule.
.
I.1.3 Once implementation of the Contract has been asked or has commenced, the Contractor shall reply and execute the tasks in accordance with all terms and conditions of the Contract.
I.1.4 The Contract does not confer on the Contractor any exclusive right to provide the services described in Annex 3 to the Commission.
Article I.2 - Duration
I.2.1 The Contract shall enter into force on 15 May 2009 if it has already been signed by both contracting parties; otherwise, the Contract shall enter into force on the day it is signed by the last contracting party.
I.2.2 Under no circumstances may implementation commence before the date on which the Contract enters into force. Execution of the tasks may under no circumstances begin before the date on which the order or specific contract enters into force for additional services. For direct services, the execution of the tasks will start in accordance with Article I.2.3.
I.2.3 The Contract is concluded for an initial period comprising two sub-periods, the first one of which starts on the date the Contract enters into force and ends on 15 December 2009 provided that the Contract has entered into force at least six months before this date. The second sub-period has duration of 12 months starting the day after the end of the first sub-period. If the contract has not entered into force at least six months before the 15 December 2009, the first sub-period starts on the date the Contract enters into force and lasts for six months. This contractual period and all other periods specified in the Contract are calculated in calendar days unless otherwise specified.
The first sub-period will be dedicated to the start up tasks, parallel running, content migration and, if agreed between the contracting parties, operative activities after 15 December 2009. Operative activities have to start at the latest at the beginning of the second sub-period.
I.2.4 The orders or specific contracts shall be returned signed before the Contract to which they refer expires.
The Contract shall continue to apply to such orders and specific contracts after its expiry, but no later than three months
I.2.5 The Contract shall be renewed automatically up to four times, each time for twelve months, under the same conditions, unless written notification to the contrary is sent by one of the contracting parties by registered mail and received by the other not later than nine months before its expiry. Renewal does not imply any modification or deferment of existing obligations.
I.2.6 The Commission reserves the right to perform a mid-term review of the Conditions. After the mid-term review, if the Conditions initially laid down are no longer geared to the price or technological evolution, the Commission may request the Contractor to adjust the contractual Conditions to the recent market developments, or terminate the Contract.
Article I.3 –PRICEs
I.3.1 The prices of the services shall be as listed in Annex 1.
I.3.2 Prices shall be expressed in EUR.
I.3.3 Prices shall be fixed and not subject to revision for implementation during the first year of duration of the Contract.
From the beginning of the second year of duration of the Contract, 75% of each price may be revised upwards or downwards each year, where such revision is requested by one of the contracting parties by registered letter no later than three months before the anniversary of the date on which it entered into force.
In case of a justified and timely request, the revised prices shall enter into force on the anniversary date of the entry into force of the Contract. The revised prices shall apply from the date of anniversary of signature of the Contract to the services delivered by the Contractor after this date.
The price revisions will be calculated with [the same number of decimals as was accepted in the initial original price schedule] and also the revised prices will have the same number of decimals.
Revision shall be calculated in accordance with the following formula:
Pr = Po (0,25 + 0,75 / Ir / )Io
where:
Pr = revised price;
Po = price in the original tender;
I = is the harmonised index of consumer prices in the Contractor's country[4], expressed in euro, as published on the Internet site “Europa” (Eurostat), accessible currently at the address http://epp.eurostat.ec.europa.eu/ , under the theme “Economy and finance”, tag “Tables”, “Short-term indicators”, “Consumer prices”, “HICP – All items – Index”;
Io = index for the month corresponding to the final date for submission of tenders;
Ir = index for the month corresponding to the date of receipt of the letter requesting a revision of prices.
I.3.4 For meetings foreseen in point 4.6.2.1 of the Specifications (kick-off meetings and monthly follow up meetings) the Contractor shall bear the cost of all travel, subsistence and shipment expenses.
For meetings not foreseen in point 4.6.2.1 of the Specifications, in addition to the total amount specified in each order or specific contract, travel, subsistence and shipment expenses shall be reimbursed in accordance with Article II.7, if the travelling has been authorised by the Commission in advance. The daily subsistence allowance referred to in Article II.7.4(d) shall be determined in accordance with the rate in the first column (left) of the list in Annex 7. Additionally, accommodation costs, for which evidence is provided in the form of an invoice, will be compensated up to the maximum amount stated in the second column (right) of the list.
The Contractor shall bear the costs for all expenses for staff travelling from a branch of the Contractor to the main office, except if travelling directly from the branch to the place of performance is less expensive for the Commission than travelling from the main office.
Article I.4 – IMPLEMENTATION OF THE CONTRACT – additional services
I.4.1 Within ten working days of an order form being sent by the Commission to the Contractor, the Commission shall receive it back, duly signed and dated. The period allowed for the execution of the tasks shall start to run on the date the Contractor signs the order form, unless a different date is indicated on the form.
I.4.2 For quoted times and means (QTM) within ten working days of a request for services being sent by the Commission to the Contractor, the Commission shall receive an estimate of the resources to be allocated for its execution, with particulars in support..
Within ten working days of a specific contract being sent by the Commission to the Contractor, the Commission shall receive it back, duly signed and dated.
ARTICLE I.5 – Payment PERIODs
Payments under the Contract shall be made in accordance with Article II.4. Payments shall be executed only for services ordered and performed and only if the Contractor has fulfilled all his contractual obligations by the date on which the invoice is submitted.
I.5.1 Payment for fixed price services
The request for payment of the balance of the Contractor shall be admissible if accompanied by
· the technical report for the start-up in accordance with the instructions laid down in the Specifications attached to the Contract and in the SLA;
· the relevant invoices;
· statements of reimbursable expenses in accordance with Article II.7.
The Commission shall have twenty days from receipt to approve or reject the report, and the Contractor shall have ten days in which to submit additional information or a new report.
Within thirty days of the date on which the report is approved by the Commission, payment of the balance corresponding to the relevant invoices shall be made.
I.5.2 Other payments
The request for payment of the Contractor shall be admissible monthly, covering one calendar month, if accompanied by
· a Technical Report, including the monthly summary reports, the relevant countersigned acceptance protocols as well as the statistics necessary to calculate the invoicing of the month, in accordance with instructions laid down in the Specifications attached to the contract or in the SLA where applicable;
· statements of reimbursable expenses in accordance with Article II.7, if applicable;
· the relevant invoices, indicating the reference number of the Contract and of the order or specific contract to which they refer.
The Commission shall have twenty days from receipt to approve or reject the report, and the Contractor shall have fifteen days in which to submit additional information or a new report.
Within 30 days of the date on which the report is approved by the Commission payment of the balance corresponding to the relevant invoices shall be made.
I.5.3 Performance guarantee:
A guarantee for an amount of EUR 300 000 (three hundred thousand euros) shall be issued by a bank, an authorised financial institution or a third party in favour of the Commission. It shall be released three months after payment of the balance of the last order or specific contract. It shall cover performance of the Contract in accordance with the terms set out in Annex 3.
I.5.4 Invoices and supporting documents are to be sent to:
Office for Official Publications of the European Communities
CAD-Facturation
2, rue Mercier
L-2985 Luxembourg
All invoices must carry the number of the Contract and be marked:
“Exempt from VAT. Certificate No ______”
(This information will be supplied by the Commission once the Contract is under way)[5].
Article I.6 – BANK ACCOUNT
Payments shall be made to the Contractor’s bank account denominated in euro (or local currency where the receiving country does not allow transactions in euro), identified (by a document issued or certified by the bank ) as follows:
Name of bank: ……………………………………………………………………
Address of branch in full: ………………………………………………………
Exact designation of account holder: ……………………………………………
Full account number including codes: …………………………………………
IBAN code: …………………………………………………......
BIC code: ………………………………………………………………………,
as stated in the Contractor’s financial identification form set out in Annex 2A.
ARTICLE I.7 – GENERAL ADMINISTRATIVE PROVISIONS
Any communication relating to the Contract or to its implementation shall be made in writing and shall bear the Contract and order or specific contract numbers. Ordinary mail shall be deemed to have been received by the Commission on the date on which it is registered by the department responsible indicated below. Communications shall be sent to the following addresses:
For the Office for Official Publications of the European Communities:
The person responsible for supervising the performance of this Contract is: