Energy Community Tender Services and Contracts

Energy Community

Tender

documents

and

cond¡tions

for contracting

Travel Management

and

related Services

For

the

Energy Gommunity

Secretariat

(Address: Am

Hof 4, Ievel 5,

1010

Vienna)

Vienna,9

February 2012

(-à"rn,

communÍty

Table

of

Contents

Call for Tenders

Key Data Sheet

Service Specifications

lntroduction

1. Description of the required service

_-

in general

2. Contract duration 3. Scope of service 4. lnstruction to Bidders

A.

lntroduction B. Applicable

law..

C. Contracting Authority D. Contact Details E. Award procedure

F. Bidders and Bidding Consortia

G. Binding declaration by bidders

H. Content and Format of Tenders

l. Contract Award Criteria

(1) Procedure ... (2) Eva|uation ... .4 .5 6 6 7

I

.8 .8 .9

I

10 10 12 12 2 12

Communityr

J. Confidentiality during the procurement procedure

K. Costs.

L. Contractual Terms and Conditions... Subject-matter ...

Quality of services

Guidance by the Secretariat Representation ... Deliverables ... Place of delivery. Language regime

lnformation requirements ... Staff of the Contractor...

Labour law standards...

Further responsibilities of the Contractor... General terms and conditions ...

Subcontracting ... Payment

Liability and termination ... Assignment of claims

Offset...

Confidentiality ...

Use of the name of the Energy Community and its institutions

Applicable law and jurisdiction Severability

Modification of the Contract

13 13 13 13 13 13 14 14 14 14 14 14 14 14 15 15 15 15 16 16 16 16 16 16 16 17 17 18 18 20 20 2Q Annexes...

ANNEX 1 - Bidder ldentity Form

ANNEX 2

-

Technical Proposal...

Form 2.1: Contractor's Organization and Experience .

Form 2.2: Description of objectives of the assignment

ANNEX 3 - Financial Proposal ... Form 3.1: Submission Form

Communit¡r

Call

for

Tenders

The

Energy Community Secretariat (hereinafter referred

to

as Secretariat) intends

to

tender

the

service related to the Travel Management Services (hereinafter referred to as: "Service");

A

Contractor engaged to carry out the Service

will

be selected in an open procedure in accordance with

S 25 (2) of the Austrian Procurement Law as described in the Section 3 of these Tender Documents;

The Tender Documents include the following parts:

Section 1

_-

Call for Tenders Section 2

_-

Key Data Sheet Section 3

_-

Service Specifications Section 4

_-

lnstruction to Bidders Section 5

_-

Annexes

You are kindly invited to submit your proposal following

the

instructions in these Tender Documents, by

mail,

by

courier

or

by delivery

in

person

not later than

26

March

2012

belore

18:00

hrs

GET

to

the following address: Energy

Gommunity Secretariat, Am

Hof 4, 5th

floor,

A-lOlO

Vienna.

I

Slavtcho Neykov Director

Community

Key

Data

Sheet

Name of the service:

Travel Management Services for the Energy Community Secretariat

Reference title of service: Services

Contracting entity

Energy Community Secretariat

Am Hof 4, sth floor,

A-1010 Vienna, Austria

Type of procedure Open procedure

(s 25 (2)) lnvitation to submit tender sent

on 9 February 2012

Deadline for submission of

tenders 26 March 2012, before 18:00 hrs CET Address for submission of

tenders

Energy Community Secretariat, Am Hof 4, sth floor, A-1010 Vienna, Austria

Applicable law Austrian Federal Public Procurement Law

(Bundesvergabegesetz 2006, version of 2010)

Contract award criteria The contract is awarded to the most economically advantageous tender

Language of the bid English

Currency EUR

Latest date for contract

awarding and bid validity 19

April2012

Expected date for

commencement of service

l

May 2012

Community

Seruice

Specifications

Introduction

The

Contracting

Authority

of

the

service provided under

this

procurement procedure

is the

Energy

Community.

The

Energy Community extends

the

EU internal energy market

to

South East Europe and

beyond on

the

ground

of

legally binding framework.

lt

provides

a

stable investment environment based on

the

rule of law, and ties the Contracting Parties together with

the

European Union.

lt

operates on the basis of the Energy Community Treaty signed in October 2005 that entered into force on 1 July 2006.

The

Energy Community

has

been established

as

an

international organisation

in

accordance

with

the

principles laid down in the Agreement concluded with

the

Republic of

Austria

regarding

the

seat of the

Secretariat

as of 1

July

2007

(the

"Agreement";

see

also:

http://vvww.energy-com m un ity. org/pls/portal/docs/36230. PDF).

The activities of the Energy Community are administered by the Secretariat located in Vienna.

Its tasks

range

from

the

review

of

Treaty

implementation process

to the

responsibility

to

ensure

the

Energy

Community's

budget

-

to

which

all

Parties

to

the

Treaty

contribute

-

is

spent correctly

in

accordance with the Work Program of

the

Energy Community.

lt

employs staff and manages resources (financial and human) and

day{o-day

activities of the Energy Community.

As

of January 2012 the Secretariat employs

23

(including seconded experts) staff

that

may increase to

maximum 25 within

the

next three year (number without temporary staff). ln

the

context of its tasks and

activities,

its staff

is

required

to

travel frequently.

The Travel

Rules

of

the

Energy

Community (as

annexed

to the EnC Staff

Regulations,

see link:

http://vww.energy-community.org/pls/portal/docs/978177.PDF) govern

the

principles

of the

approval procedures relevant for the travelling as well as for the management of travel arrangements.

1.

Description

of

the

requ¡red serv¡ce

_-

in general

The Scope

of

Services

is to

provide

the

complete

Travel

Management Services

to

the

Energy Community Secretariat in accordance with the specifications as further defined in this document.

The Contractor shall provide professional solution of the highest standards to carry out the Services. The Services shall be quoted based on Unit Rates for defined tools as required.

The prices quoted shall remain fixed and firm for the duration of the Contract and for one year extension option.

2.

Gontract

duration

The duration of

the

Services shall be

two

(2) years from

the

Commencement Date of

the

Services with an option to extend for one (1) more year at the sole discretion of the Energy Community.

Effective Date of Contract: shall be date on the Notice of Award

Proposed Commencement Date of Services.

I

May 2012

Energy Community

3.

Scope

of

Service

The

overall operational responsibility

for the

bookings

of

tickets (plane, bus, train

etc.)

lies

with

the

Secretariat's Logistics Manager, who, based on

the

previously approved travel requests, shall book the most economical fare for the traveller. Due to its nature, the majority of travels of the ECS staff is into the

region

of the

Energy Community operations

that

includes

the

following countries:

Albania,

Bosnia and

Hezegovina,

Croatia, former Yugoslav Republic

of

Macedonia, Moldova, Montenegro, Serbia, Ukraine,

United Nations lnterim Administration Mission

in

Kosovo, Armenia, Georgia, Norway,

Turkey

and Belgium.

ln

the

year 2011, Energy Community Secretariat booked 170 flights with the turnover amounting

to

EUR

1 10 000. At the date of this tender document, the Secretariat's top routing is Vienna

-

Brussels. Although

not

exclusive,

other

point-to-point destinations

include Kiev,

Belgrade,

Athens, Chisinau,

Podgorica, Sarajevo, Zagreb, Tirana, Skopje and Pristine. Flights outside Europe are rather an exception.

The following shall be offered by the Service provider:

-

Complete

e-Procurement

solution for

managed business travel

that

is

fast

and easy

to

use.

Following

its

installation,

the

portal should allow

flight

booking,

rebooking

and

cancellation

I

functions organized in one solution with easy access.

The

required service

should also

comprise

a full

service product, where

the

Secretariat contacts

the

service provider and asks for flight possibilities, price and eventually for

the

issuing of tickets. This would be applicable in the case of more complicated routings or in the absence of

the Secretariat's Logistics Manager.

ln

addition,

the

service provider should provide

management

reports

containing and analyzing

the

entire travel data

on

ad hoc as well

as

regular basis.

ln

any case, annual statistics

shall

be presented to the Energy Community at the end of the financial year.

As a result of the above, the offer concerning service related to the management of flight bookings should comprise of the following elements:

Detailed information on

the

costs

in

relation

to the

appliance

of the

on-line booking

tool.

There

should be a differentiation between the initial installation costs and eventual running costs; The service provider's transaction cost per booking, when applying the on-line booking tool; The service provider's transaction cost per booking, when using the

classicalfull

service product;

lnformation on any others related costs from the side of the service provider;

The annual cost of providing statistical management reports, if applicable;

lnformation on other possible and travel related services provided, such as

o

emergency hot line services,

o

car rental,

o

train ticket bookings,

o

parking at the airport,

o

travel insurance and others

Enetgy Community

4.

lnstruction

to

Bidders

A.

lntroduction

The

purpose

of this

Contract

is

to

provide

the

Energy Community Secretariat (herein

referred

to

as

"ECS"

or

"lnstitution")

with

the

complete Services related

to

the Management of Travels of Staff and related service s (hereinafter shall be referred to as the "Services"). The detailed breakdown of the required services and work type required

to be performed is further defined in this document.

B.

Applicable law

According

to

Article

66

of

the

Procedural

Act

of

the

Ministerial Council

of the

Energy Community

on

Procedures

for

Establishment

and

lmplementation

of

Budget, Auditing and lnspecfion, procurement shall be done in accordance with the relevant provisions of

the

Austrian Federal Public

Procurement

Law

(Bundesvergabegesetz

2006,

in

lhe

version

of

10

June

2010,

http://www.bva.gv.aVRechtsgrundlagen/ÓsterreichischesVergaberechVDocuments/Gese tz.pdf) ("hereinafter "the Law").

The procedure takes place in the upper threshold (above

€

193.000).

Given the Energy Community's legal nature as an international organization, and in line

with Article

5

of

the

Headquarters Agreement with

the

Republic of Austria,

the

present public procurement procedure is not subject to review by the Austrian authorities.

G.

Contracting

Authority

The Contracting Authority is the

Energy Community Secretariat

Am Hof 4, sth floor

A-1010 Vienna Austria

D.

Contact Details

Within

the

Secretariat,

the

project manager

and contact

person

for all

submissions, clarification requests and additional information is

Mrs. Bozena Mazur

Head of Administrative and Financial Unit

Fax:0043 1 535

222210

Eneryy Community

Any

inquiries

and

requests concerning

the

present tender and

the

tender documents shall be sent by email or fax in English to the Secretariat and will be answered without delay and collectively by email (in bcc) to all undertakings notified of the present tender,

however

not

later

than six days

before

the

expiry

of the

deadline

for

submission of

tenders. lnquiries and requests shall be worded

so

as

to

not reveal

the

identity of the inquirer.

E.

Award procedure

Based

on an

estimation

of

the

value,

the

Secretariat decided

to

award

the

contract through an open procedure (S25 (2)). The procedure will be structured as follows: The companies are invited to submit their tenders by regular mail or courier (no faxes or electronic mail) by 26 March 2012,18.00

hrs

CET. The risk of timely submission is with

the

bidders. Tenders arriving

at the

Secretariat after

that

date and time

will not

be considered.

The tenders and

all

related documents shall be submitted

in

paper

in

2

copies

to

the

Secretariat

at

the

address given above. Submissions

shall be

made

in a

closed and

sealed

envelope

bearing

the

following

readable reference:

"Travel

Management services" and the remark "Do not open without explicit authorisation".

The opening of the tenders will take place on 27 March 2012,

at

10:00 hrs CET at the premises of the Secretariat, Am Hof 4, Sth floor, A-1010 Vienna. The bidders are entitled

to participate at the opening. There will be no further invitatron.

Following an evaluation of the tenders by the Secretariat and the eventual elimination of non-admissible tenders,t

the

Secretariat

will

select

the

successful

bid

based

on

the award criteria (see below). The Secretariat will notify the remaining bidders by electronic

mails on 3 April 2012. The contract shall be awarded not later

than

19 April 2012. The contract will be awarded only to one biddei/one bidding consortium.

F.

Bidders and Bidding Gonsortia

Bidders may only submit one tender.

lf a

bidder submits

or

participates as

a

bidder in

more

than one

tender, such tenders

shall

be

disqualified.

This does not

exclude participation as a sub-contractor in more than one tender.

Tenders

may be

submitted

by

bidding consortia, provided

they

inform

the

Secretariat about the formation of a consortium within the first half of the time-limit for submission of

tenders.2

A

consortium

shall clearly

list its

members, nominate

one

authorised representative and state

that its

members

will, in

case

of

being awarded

the

contract, carry out the project bearing joint liability. The tender shall clearly specify the tasks to be

performed

by

the

individual members

of the

consortium.

One

undertaking

may

only participate in one consortium.

I

1

for eliminations see $ 129 of the Law

Energy Community

G.

Binding declaration by bidders

By submitting a tender,

the

bidder declares that he/she is fully aware of the content of

the

present tender documents including

the

service specifications

for the

service, that

he/she

is

authorized

to

carry out

the

service tendered,

that

he/she offers

the

service

tendered

at the

conditions

laid down

in the

tender documents including

the

service specifications, and at

the

price offered, and

that

he/she

will be

bound

by

his/her offer after the expiry of the deadline for submission of tenders until the expiry of the deadline for contract awarding, i.e. 19 Aprll2O12.

By submitting a tender, the bidder further declares

a)

to accept Parts I and

ll

of the Austrian Procurement Law as the legal basis for the present procurement procedu re;

b)

to

not

make any arrangements regarding pricing

or

other informal agreements

with

other service providers contravening statutory provisions, conventions, or

general principles

of

competition

law, and

that

he/she

is

aware

that

such

a

contravention results in an exclusion from the tender procedure;

c)

that

he/she

has

the

economical,

financial

and

technical ability

to

fulfil

the requirements and deliver the results in accordance with these tender documents.

H.

Gontent and Format of Tenders

All

documents submitted during

the

public procurement procedure, including

the

bids,

the

annexes, declarations

etc. as well as any

communication throughout

the

whole procedure must be in English only. Translations of official documents into English are to be duly signed and verified.

The bidders are required to submit a fully elaborated tender based on the present tender documents including the service specifications. The content and format of tenders shall comply with the stipulations of the Austrian Public Procurement Law.

Alternative3 and modification bidsa are not permitted.

A

tender shall contain

three

sets

of

documents:

(1)

general information and eligibility evidence, (2) technical proposal and (3) financial proposal. The documents within each set shall be physically connected.

(1) General information and suitability evidence shall be based on the format attached in

Annex 1 to this tender documents, and shall contain, as a minimum (and in English):

.

Name of the bidder, seat and address;s

t

S 81 of the Law.

] g az ot tne taw.

þ

See Bidder ldentity Form. Any change in address shall be disclosed immediately to the ECS.

Enetgy Community

.

Duly authorized contact person(s)6 together with telephone and

fax

number

and emailaddress;

o

Evidence for the bidder's suitability in form of

o

Recent extract from the professional and trade registers in the country of

origin

not

older than

three

months,

to

the

extent

such

registration is

required by the country of origin. ln case such registration is not required by the country of origin, the bidder will clearly state so;

o

Evidence

for the

authorization

to

provide

the

services requested

in

the country of origin, to the extent such registration is required by the country of origin. ln case such registration is not required by the country of origin, the bidder will clearly state so;

o

Signed

declaration

that

the

bidder

(or

its

management

and

board members) have not been subject to a conviction by finaljudgment for any crime or offense related to professional misconduct, or any other crime or offense calling into question his/her professional eligibility;?

o

Signed declaration that the bidder is not subject

to

pending insolvency or is in the process of being wound up, or has already been wound

,p;t

o

Signed declaration that the bidder has complied with his/her obligation to

contribute

to

social security systems

and has paid taxes and

other charges in accordance with the law of the country of origin.e

¡

Date and legally valid signature.l0

o

Audit Report 2Q1Q of the bidder organisation;

(2) The technical proposal shall

be

based on

the

attached standard forms in Annex 2

and contain, as a minimum,

.

A brief description of the bidder's organization

¡

An

outline

of

recent experience

of the

bidder (in

the

case

of

consortia: for

each member) on assignments of a similar nature. For each assignment, the

outline should indicate

the

names

of

subcontractors/professional staff who

participated,

duration

of

the

assignment,

contract amount,

and

bidder's involvement. lnformation should

be

provided only

for

those assignments for which

the

bidder was legally contracted by the client as a single undertaking

or

as

one

of

the

major

partners. Assignments

completed

by

individual professional staff working privately or through other consulting firms shall not be claimed as the experience of the bidder, or that of the bidder's associates, but can be claimed by the professional staff themselves in their CVs.

.

An

outline

of

recent experience

of

proposed subcontractors

(if

any)

in

a

similar manner.

.

The list of the proposed key professional and professional staff team by area

of expertise, the position that would be assigned to each staff team member, and their tasks.

ô

See Bidder ldentity Form. The contact persons must be authorized to represent the bidder, to negotiate and to conclude the contract on his/her behalf Authorization shall be duly evidenced, e.g. by a copy of the register or certificate of authority.

' _S 68(1) No 1 and 4 of the Public Procurement Law. ln case such declaration cannot be provided, the bidders are requested to present evidence explaining the circumstances.

'

S 68(1) No 2 and 3 of the Public Procurement Law. ln case such declaration cannot be provided, the

bidders are requested to present evidence explaining the circumstances.

" _S 68(1) No 6 of the Public Procurement Law. ln case such declaration cannot be provided, the bidders are lçquested to present evidence explaining the circumstances

'" See Bidder ldentity Form.

Energy Community

(3) The Financial Proposal shall be prepared using the attached standard form (Annex 3)

and contain, as a min¡mum, an all-inclusive price in Euro, exclusive of VAT11, based on a

detailed and commented break down for each cost position for services and deliverables necessary to fulfil the requirements of the service specifications.

l.

Gontract

Award Griteria

The

contract

will

be

awarded

to

the

most

economicalty

advantageous

tender.l2 ln applying

the

award criteria as defined below,

the

Secretariat will award

the

contract to the tender offering the most appropriate and economic solution of the highest quality to the task as specified in the tender specifications.

The award procedure and criteria

for

selecting

the

most advantageous tender are the following:

(l)

Procedure

An

Evaluation Committee

will

determine

the

tenders

not

complying

with the

eligibility criteria and notify the bidders thereof.l3 lt will subsequently prepare an Evaluation Report

containing

an

assessment

based

on the

criteria

below

with

ranking marks.

The Evaluation Committee will submit its Evaluation Report to the Director of the Secretariat for approval.

(2) Evaluation

The

Evaluation Committee

will

evaluate

the

proposals

on the

basis

of

their responsiveness

to the

Service Specifications, applying

the

criteria

and

point

system specified below. Each proposal will be given a score.

A

proposal will be rejected at this

stage if it does not meet important aspects of

the

Service Specifications,

or if

it fails to achieve the minimum score.

Criteria and point system for the evaluation of the proposals are:

Points (i) Price

(ii) Credentials of the bidder relevant to the assignment

Maximum score for all criteria

The minimum score required to pass

[0-80] Í0-201

100 Points 60

Points

The Evaluation Committee will correct any computational errors in financial proposals. ln case of discrepancy between

a

partial amount and the total amount, the partial amount will prevail. ln case of discrepancy between words and figures, the words will prevail.

11 _{VAT listed separately}

''

S '100 of the Law. t3 _g

1zg of the Law.

Energy Community

Activities

and

items described

in the

proposal but

not

priced

shall be

assumed

to

be included in the total price.

All prices and costs shall be expressed in EUR (VAT exclusive).

J. Confidentiality

during the procurement procedure

All

commercial and business secrets as well

as

other non-public information and data

relating

to

or

submitted

by the

undertakings involved

in the

tender

as well as

the Contracting Authority

shall be

handled strictly confidential

by

the

undertakings invited

and the

bidders

during

and

after

the

tender.

Additional

legal

commitments remain unaffected.

K.

Costs

Costs

incurred

by

the

undertakings invited

by

the

Secretariat

and

by

bidders

in

the

course

of the

present procurement procedure, including

costs

related

to

preparatory work, documentation and certificates, translations, travel, telecommunication etc. will not be reimbursed.

L.

Gontractual Terms and Conditions

The

contract

to

be

concluded

with

the

successful bidder(s)

will

be

governed

by

the following contractual terms:

Subject-matter

The

service provider

offers

its

services

in

the form and

content

as

described Service Specifications and in line with its bid.

The service specifications set out there in shall form integral parts of this contract. The all-inclusive price for the services is set out in the price calculation submitted.

Quality of seryrces

The service provider undertakes

to

provide the services required on the highest level of professionalism,

relying

only

on

staff

possessing

the

qualification

and

experience necessary to fulfil the objectives of the contract.

Guidance

by

úfie

Secretariat

The

service provider shall perform his tasks following

the

guidance by

the

Secretariat throughout the whole duration of the contract.

in

the

Energy Community

Representation

The Energy Community Secretariat shall be represented solely by the Director of the Secretariat in all matters related to the contract.

The

Contractor

shall

be

represented

by its

legal representative

or by

persons

to

be nominated by him/her in all matters related to the contract.

Deliverables

The Contractor shall provide the deliverables as described in the Service Specifications.

Place

of

delivery

Place

of

delivery is the seat of

the

Energy Community Secretariat, Am Hof

4,

5th floor, 1010 Vienna, Austria.

Language regime

All communication

_-

both in writing and orally - shall be in English only

I

nformation

requ

i

rements

The

Contractor,

on his

own initiative,

will

report

to

the

Secretariat periodically

on

the status of work and on all developments relevant for

the

accomplishment of

the

project, and will coordinate the development of the work with the Secretariat.

The Secretariat may request the Contractor to report on the performance of the contract at any time. The Contractor shall comply with such request without delay.

The Contractor shall inform the Secretariat immediately and on his own initiative of any problems occurring in connection with the performance of the contract.

Any reporting

or

information mentioned in this provision shall be at the sole cost of the Contractor.

Staff

of

the Contractor

The Contractor shall inform the Secretariat of any change in staff assigned to the project.

Staff not satisfying

the

professional standards necessary for

the

execution of the tasks

assigned

to

him/her

with

a

view

to the

provision

of the

services

as

agreed

shall

be replaced. The Contractor shall replace staff without delay at the reasoned request of the Secretariat. The Contractor shall be responsible

for

any delay in

the

implementation of

the contract due to replacement of staff in accordance with this provision.

Labour

law

standards

The

Contractor

shall

comply

with

internationally recognized labour

law

standards as

defined in

the

framework of

the

lLO,

in

particular Conventions No.

29,

87, 94,

95,

98,

100, 105, 111,138,182 and 183.

Further

responsibilities

of

the

Contractor

The Gontractor shall be solely responsible

for the

compliance with

all

legal obligations required for the performance of the services under the contract, such as the possession

Eneryy Community

and the acquisit¡on of licenses and authorizations, the existence of insurances, the grant of visas, etc.

General

terms

and conditions

General terms and conditions of the Contractor shall not apply to the contract.

Subcontracting

Upon signature

of

the

contract, subcontracting

of

the

services

to

be

provided

by

the Contractor, in whole or in parts, shall be permitted only upon prior written consent by the Secretariat.

The

Contractor

shall

provide

the

Secretariat

with

all

relevant information related to potential subcontractors, their staff and their envisaged assignment.

Payment

Payment

of the

price

agreed

shall

be

made

on

monthly

basis

based

on an

invoice submitted by the service provider to the Secretariat.

Payment shall

be

made through bank transfers

to

a

bank account

as

indicated by the Contractor. Payments require an invoice issued by the Contractor.

The

service provider

shall not be

authorized

to

incur

any

additional expenses

to

be reimbursed by the Secretariat without the latter's prior written consent. When requesting such reimbursement, the Contractor shall provide the Secretariat with a justification note

and submit sufficient evidence after the expenses have been incurred.

Liabi

lity

and

termi

nation

The Contractor shall be liable

for

any breaching

of or

defaulting in

the

performance of

this contract, including but not limited to cases of non-performance, late performance or

faulty performance.

The

consultant shall

be

liable

for

any

action

or

forbearance

of

its

representatives, employees, subcontractors

or

other

persons entrusted

with tasks

in

performance of the contract or at the occasion of performance of the contract.

The Secretariat shall

be

liable

for

any breaching

of

or defaulting in

the

performance of

this contract only in case of gross negligence or intention.

lf a contractual party fails

to

remedy the breach or default which it is liable for within five

working days,

the

other contractual party shall have

the

right

to

terminate

the

contract immediately after having notified the former contractual party in writing of the breach or default. This right shall be without prejudice to the right to compensation and

to

recover payments already made.

Notwithstanding the above, the Secretariat may terminate the contract at any time upon 14 days' written notice. ln the event of such termination the Contractor shall be paid for

any portion of the services that have been performed prior to the termination.

The

Contractor agrees

at its

sole

expense

to

defend

the

Secretariat against and to indemnify the Secretariat from any claims by a third party arising from the Contractors' performance of services. ln case of damages sustained, the Contractor shall be liable to compensation.

Energy Community

Assignment

of

claims

No contractual party is entitled

to

assign any claims arising from the contract

to

a third party without a prior written consent of the other contractual party.

Offset

The Secretariat may offset its payment obligations towards

the

Contractor against any claims it might have against the Contractor.

Confidentiality

The

Contractor

shall

not

disclose

to

third

parties

without prior written

consent any information on the project in whole

or

in parts. The Contractor shall not disclose to third parties without prior written consent any information

of

non-public nature they obtained from the Secretariat or came across in the course of performing the services under the contract.

The confidentiality obligation shall continue to apply after the completion of the contract. Additional legal commitments regarding data protection and secrecy remain unaffected.

Use

of

the

name

of

the

Energy Community

and its institutions

The Contractor shall not use the name of

the

Energy Community

or

Energy Community

Secretariat

in

any

commercial advertisement

or

other

promotional

material,

unless permitted by the Secretariat in writing.

Applicable law and

jurisdiction

The contract shall be governed by its terms and conditions and, subsidiary, by generally recognized principles of European civil law.

Any disputes under this contract shall be settled exclusively by a tribunal composed of a

single

arbitrator appointed

by the

Secretary General

of

the

Permanent

Court

of

Arbitration in

the

Hague, in accordance with

the

relevant Optional Rules for Arbitration involving international organizations and private parties.

Severability

An

invalid term

or

provision in the contract shall not affect the validity of

the

remaining contract. lf any term or provision is deemed invalid by the arbitrator, the parties agree to renegotiate such provision in good faith.

Modification

of

the Contract

This Contract, including its annex as an integral part of the contract, constitutes the sole

agreement of

the

parties. The contract may not

be

amended other than in writing and duly signed by both parties.

Energy Community

Annexes

ANNEX 1 - Bidder

ldentity

Form

Gontracting

entity:

Energy Gommunity

Secretariat

Subject of Tender:

Attachments:

Suitability evidence by all bidders (single undertaking or consortium members) in

the Section H(1) of the tender documents.

Bidder: _{[name of undertaking or undertakings in case of} consortiuml

Address: _{[Single undertaking or consortium leader]} Commercial Registry

_ff

applicable) and VAT Number:

[Single undertaking or consortium leader] Authorized contact person(s) _Indicate name and contact details for officials

authorized for communicationl

Legal representative _{[Title, name and position of legal representative of} an

undertaking or of consortia leaderl

l, the undersigned, certify that the information given in this tender is correct and complete.

I accept the bindinq declaration bv bidders listed under K. ln the tender documents. Date and signature(s)

Energy Community

ANNEX 2

-

Technical Proposal

Form 2.1:

Contractor's

Organization and Experience

A

_-

Bidder's

Organization

lProvide here a brief (max. two

A4

pages) description of the background and

organization of your undeñaking as well as organizational cha¡'t showing the proposed personnel for the seruice, if applicable.l

B

_-

Bidder's

Gredentials

lUsing the format below, provide information on each assignment (min. two required

) for

which your undertaking was legally contracted for carrying out seruices similar to the ones requested under this assignment. Any credentials older than

3

vears will be not

considered.l

Approx. value of the contract (in Euro) Assignment name

Country:

Location within country

Duration of assignment (months)

Name of client: Total Ne of staff of the assignment:

Address:

Start date (month/year): Completion date (month/year) Narrative description of Project

Description of actual services provided by your staff within the assignment:

Energy Communityt

Form

2.2:Team Gomposition

and Task

Assignments

Task Assigned Position

Area of Expertise Name of Staff

Energy Community

ANNEX 3 -

Financial

Proposal

Submission

Form

lLocation, Datel

To: ENERGY COMMUN ITY SECRETARIAT

101O VIENNA, Am Hof 4, sth floor

AUSTRIA

Dear Madam/Sirs,

We,

the

undersigned, offer

to

provide

the

services

for

_[/nseft

title

of

assignmenfl in

accordance with your invitation dated _llnsert Dafel and our Technical Proposal. Our attached Financial Proposal is in accordance with the attached price list.

The amounts are exclusive of the VAT; the VAT amount shall be indicated separately. Our proposalshall be binding upon us

upto

...2Q12.

Date:

Name and Title of Signatory: Name of Company/lnstitution Authorized Signature