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Author Topic: Standart Contract for Procurements of services - ANNEX 6  (Read 4419 times)

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Standart Contract for Procurements of services - ANNEX 6
« on: May 20, 2009, 09:28:35 PM »
Annex: 6
STANDARD CONTRACT FOR PROCUREMENTS OF SERVICES
Standard Contract for Unit Cost/ Lump Sum Procurements of Services

Article 1 – Parties to the Contract1
This Contract hereby has been executed by and between …………………………………………… (hereinafter referred to as “the Contracting Entity”) on one part and ………………………. ……………. (hereinafter referred to as “the Contractor”) on the other part on the following terms and conditions.

Article 2 – Information About the Parties
2.1. Address of the
Contracting Entity   : ………………………………………………………………………………..
Phone         : ………………………………………………………………………………..
Fax         : ………………………………………………………………………………..
E-mail (if any)   : ………………………………………………………………………………..

2.2. Notification Address
of the Contractor   : ……………………………………………………………………………….2
Phone         : ………………………………………………………………………………..
Fax         : ………………………………………………………………………………..
E-mail (if any)   : ………………………………………………………………………………..

2.3. Both Parties hereby accept the addresses specified in Articles 2.1 and 2.2. as their notification addresses. Notifications to the last addresses informed shall be deemed to be sent to the respective Parties unless any change to the addresses is notified to the other Party.

2.4. The Parties may send notifications to the other Party by means of delivery personally, mail or mail courier, telex, fax or e-mail provided that the written notification is sent later within the stipulated duration.

Article 3 – Language of the Contract
The contract is drown up in Turkish. 3   

Article 4 – Definitions4
The definitions set forth in the Public Procurement Law No. 4734, Public Procurement Contracts Law No. 4735 and General Specification for Services (hereinafter referred to as the “General Specification”) as well as papers that form tender document shall be applicable in implementing this Contract hereby.

Article 5 – Description of Work
The work under the contract is …………………………………………..5. The technical specifications and other details of the work are set forth in the documents enclosed to the contract and that constitute the tender document.

Article 6 – Contract Type and Amount
………………………………………………………………………………………………………6

Article 7 – Costs Included in the Contract amount
……………………………………………………………. concerning performance of the contract (including the increases owing to the additional works)7 shall be included in the contract amount.8 Value added tax (VAT) is not included in contract amount and shall be paid to contractor by contracting authority.

Article 8 – Taxes, Levies, Charges and Other Costs Concerning the Contract
………………………………………………………………………………………………………9

Article 9 – Annexes to the Contract
9.1. The Tender document shall be an annex to and an integral part of this Contract hereby, and shall bind the Contracting Entity and the Contractor. However, in the event that there is a conflict or discrepancy between the provisions of the Contract and provisions of the documents comprising the Tender document, the provisions specified in the Tender document shall be taken as basis.

9.2. The order of priority within the Tender document is as follows:
1) General Specification for Services
2) Administrative Specification
3) Draft Contract
4) Unit Cost Tariffs (if any)
5) Special Technical Specification (if any)
6) General Technical Specifications (if any)
7) Clarifications (if any)
    ………………………………
    ………………………………10

9.3. Addenda of the documents listed above shall have the order of priority of the related documents.

Article 10 – Duration of the Contract11
The Duration of the Contract shall be ............... days / months following the date of commencement to work.12

Article 11 – Place of Work, Handover of Worksite and Work Commencement Date
11.1. Place of work: …………………………………………………………………………………...
11.2. Terms of delivery of worksite: ………………………………………………………………...13
11.3. Handover of worksite and work commencement date: …………………………………………

Article 12 – Provisions on the Performance Bond
12.1. Performance Bond: The amount of performance bond concerning this work shall be …………………………………… (in figures) and ………………………… (in words); and the Contractor has furnished ………………………………… (in figures) and ………………………… (in words) as the performance bond.14

12.2. Additional Performance Bond: In the cases requiring the payment of price difference, deduction shall be made from the payments at the rate of 6% of the price difference payable or additional performance bond shall be received from the values accepted as guarantee15. The additional performance bond that is calculated over the amount that will be paid as the price difference can also be covered by deducting from the progress payments.

12.3. Performance bond and additional performance bond provided by the Contractor shall be changeable with the values that are accepted as guarantees.

12.4. Returning of Performance Bond and Additional Performance Bond: 
12.4.1. After the Contracting Entity determines that the work has been performed in accordance with the provisions of the Contract and Tender document, and the Contractor does not have any outstanding debt to the Contracting Entity due to this work, the sum of performance bond and the additional performance bond shall be returned to the Contractor16 after the certificate of no binding issued by the Social Security Institution is submitted to the Contracting Entity.

12.4.2. In the event that outstanding debts of the Contractor to the Contracting Entity and social security institutions due to this work as well as the legal tax deductions made from prices and payments assumed as prices are not paid until the acceptance date17 of the services, performance bonds and additional performance bonds shall be converted into cash and deducted against the incurred debts, and if any, the remaining amount shall be returned to the Contractor without any need for written protest and judgment by a court.

12.4.3. In the cases where it is not necessary to make deductions as per the provisions set forth hereinabove, letters of guarantee shall be invalid and returned to the relevant bank or private financial institution because they are not demanded in spite of the written demand of the Contracting Entity within two years following the approval of the final account and the acceptance protocol. Guarantees other than the letters of guarantee shall be registered as revenue for the Treasury at the expiry of the period.

Article 13 – Place and Terms of Payment
13.1. Any payment in return for the contract amount (including the amount for the increases owing to the increased works) shall be effected by ………………………………..18 at the times and form specified below provided that provisions concerning defects, defaults and deficiencies under Article 32 of the General Specification are reserved.
……………………………………………………………………………………………………….19

13.2. If the Contractor performs more work than the work program, the Contracting Entity shall pay the value of this overwork if possible.

13.3. The Contractor cannot transfer or assign the progress payments and receivables concerning the work performed to third persons without written consent of the contracting entity. The deeds of assignment have to be drawn up by the notaries and meet the terms and conditions required by the contracting entity.

Article 14 – Terms and Amount of Advance Payment
Advance payment ……………………………………………………….. for this work20.

Article 15 – Price Difference
15.1. The contractor shall not be entitled to claim price difference due to any increase in taxes, levies, charges and similar financial liabilities until the complete performance of the contract or new financial liabilities during the performance of contract including any time extension.

15.2. …………………………………………………………………………………………21.

15.3. Principles and procedures concerning the price difference under this contract cannot be amended after the contract is concluded.

Article 16 – Information about Subcontractors and Their Responsibilities
………………………………………………………………………………………………22.

Article 17 – Penalties and Deductions
………………………………………………………………………………………………23.

Article 18 – Cases and Conditions for Extension of Duration
18.1. Force Majeure: The Contracting Entity shall accept the cases listed below as the events of force majeure provided that it is not caused by any defect attributable to the Contractor, it has the nature to hinder the performance of the contract, the contractor does not have sufficient power to eliminate this hindrance, and the contractor notifies the Contracting Entity in writing within twenty (20) days following the day of occurrence of the case of force majeure, and this is documented by the competent authorities:
   a) Natural disasters,
   b) Legal strikes,
   c) Epidemics,
   d) Announcements for partial or general mobilizations,
   e) Other similar cases to be determined by the Authority where necessary.

18.2. Reasons Attributable to the Contracting Entity: In the event that the Contracting Entity does not fulfill the contractual obligations (delay in handing over the worksite and approval of the projects and work program, permissions, licenses and approvals etc.) within the stipulated duration without any default of the contractor as specified in the contract and General Specification, and the work is can not be completed in time, the situation shall be reviewed by the Contracting Entity provided that this hinders the performance of the contract and the contractor does not have sufficient power to eliminate the hindrance, the Contracting Entity may extend the time for a part of or whole work according to the nature of the work and hinders.

18.3. …………………………………………………………………………………………………24

18.4. The pertinent provisions of the General Specification shall be applied in other matters concerning the time extension.

Article 19- Control Organization, Duties and Authorities
The Control Organization appointed by the Contracting Entity shall inspect whether the work is carried in compliance with the standards (quality and specifications) set forth in the contract and annexes hereto. The Control Organization shall exercise the authorities and fulfill the duties laid down in Chapter Four of General Specification25.

Article 20- Records and Minutes for Performance of Work
…….…………………………………………………………………………………………………26

Article 21- Terms of Delivery, Examination and Acceptance
…….…………………………………………………………………………………………………27
21.1. When the work under the contract is completed, the Contractor shall apply to the Contracting Entity with a petition containing the demand to conduct the acceptance proceedings after taking delivery of the (work/ relevant portion). Later, (the work/ relevant portion) shall be taken over within …………. business days following the date when the letter of application is received by the Contracting entity at the address of ……………………… with all costs on account of the Contractor. The Contractor shall be liable for the losses arising due to the failure of fulfilling the obligations under the contract and annexes hereto for delivery of work28.

21.2. The examination and acceptance proceedings of the work that is taken over shall be made within ……………….29 business days following the date when it is delivered suitably for acceptance according to the provisions set forth in “Regulation on Examination and Acceptance of Procurements of Services” published in the Official Gazette #24968 dated 19.12.2002 and in Chapter Eight of General Specification, and the final report shall be drawn up30.

Article 22- Protecting and Insuring the Work and Worksite
…….…………………………………………………………………………………………………31

Article 23- Liabilities of Contractor for the Personnel to be Employed for the Work under Contract32
The liabilities of the contractor for the personnel to be employed for the work under the contract are set forth in the imperative provisions of the pertinent legislation governing this matter and in Chapter Six of General Specification, and the Contractor has to comply with these provisions.

Article 24 – Amendment to the Contract
24.1. It shall be possible to amend the provisions of the contract on the following points provided that the contract price is not exceeded and it is agreed by both the Contracting Entity and the Contractor:

a) Place of performance or delivery place of the work
b) Duration of the work and terms of payment for this duration provided that the work is performed and delivered before its due time.

24.2. It shall not be possible to amend the provisions of the Contract and arrange a supplemental contract apart from the cases cited above.

Article 25 – Death, Bankruptcy, Severe Illness, Retention or Imprisonment of Contractor
…….…………………………………………………………………………………………………33

Article 26- Termination of Contract by Contractor
Should the Contractor notifies in writing with the reasons thereof to the Contracting Entity that he shall not be able to perform the contract since he is in a financial difficulty except for the force majeure after the contract is concluded, the performance bond, and if any, additional performance bonds shall be registered as revenue without any necessity to issue a letter of protest and the contract shall be terminated, and the final account shall be settled according to the general provisions.

Article 27- Termination of Contract by the Contracting Entity
   The Contracting Entity shall terminate the Contract in the following cases:
a)    If the Contractor does not perform the Contract in accordance with the provisions of the tender document and the Contract or complete the work in time, and if the same situation continues in spite of the written notice that stipulates the reasons clearly of the Contracting Entity for a period not less than twenty (20) days with regard to the application of the delay penalty at the rate stipulated in the Contract,

b)    If it is determined that the Contractor enters into prohibited deeds or actions stipulated in Article 25 of Public Procurement Contracts Law No. 4735 during the performance of the Contract,

   the performance bonds and, if any, additional performance bonds shall be registered as revenue and the Contract shall be terminated, and the account shall be settled according to the general provisions without any need for a written protest.

Article 28- Termination of the Contract Due to Prohibited Deeds and Actions Prior to Contract
If it is found out after the Contract is concluded that the Contractor has entered into prohibited acts or deeds during the procurement process as per Law No. 4734, the performance bond, and if any, additional performance bonds shall be registered as revenue and the contract shall be terminated, and the final account shall be settled according to the general provisions.

However, provided that at least 80% of the contract is completed and there is public interest in the completion of the contract, in the case that;

(a)    There is not sufficient time to tender the remaining part of the contract again due to urgency of work,
(b)    It is not possible to have any other contractor perform the contract, and
(c)    Prohibited act or deed of the Contractors does not hinder the completion of the contract,

the Contracting Entity may require from the Contractor to complete the contract without terminating the contract, and in this case, the Contractor shall be liable to complete the contract. However, in this case, Article 26 of Law No. 4735 shall be applied and penalty shall be received from the Contractor at an amount equal to the performance bond, and if any, additional performance bonds. Such penalty may be collected by making deductions from the progress payments.

Article 29- Termination of Contract Due to Force Majeure
The Contracting Entity or Contractor may unilaterally terminate the Contract due to force majeure. However, if the Contractor requests time extension due to such force majeure, the work has to be completed according to the contract and annexes thereto at the end of the time extended to unable Contracting Entity to terminate the contract. In the event that the contract is terminated, the final account shall be settled according to the general provisions and the performance bond, and if any, additional performance bonds shall be returned.

Article 30- Additional Works That Are Possible Under Contract, Decreased Works and Dissolution of Works
…….…………………………………………………………………………………………………34

Article 31- Liability of Contractor for Penalty
The competent Public Prosecution Office shall be referred for investigation according to the provisions of Turkish Penal Code against the Contractor who enters into the acts or deeds constituting crime as per the Turkish Penal Code as set forth in Article 25 of Law No. 4735 as well as against the partners or agents in that work even though this case is found out after the work is completed and accepted. If such persons are sentenced to any penalty, the provision of Article 27 of Law No. 4735 shall be applied.

Article 32 – Indemnification Liability of the Contractor
The Contractor shall directly be liable to the third parties, environment and the Contracting Entity with regard to the damage caused by the fact that the Contractor supplies, delivers or uses defective goods that are in compliance with the standards under the Contract, causes design, exercising defects, lack of control and the Contractor does not perform the work in accordance with the provisions of the Contract and the specification and caused by similar reasons. Such losses and damages shall not only be covered and compensated by the Contractor according to the general provisions, but also the provisions of Article 27 of Law No. 4735 shall applicable for such Contractors.

Article 33- The Matters Subject to Intellectual and Industrial Properties
…….…………………………………………………………………………………………………35

Article 34- Terms of Support Services Such As Installation, Commissioning, Training, Maintenance, Spare Parts
…….…………………………………………………………………………………………………36

Article 35- Terms of Warranty
…….…………………………………………………………………………………………………37

Article 36- Cases Not Stipulated Herein
In cases that are not stipulated herein, the provisions of Laws #4734 and 4735, and the general provisions shall be applied in the events that there are not the related provisions in such laws.

Article 37- Miscellaneous Provisions
…….…………………………………………………………………………………………………38

Article 38- Settlement of Disputes
………………………………………………………………………………………………………39

Article 39 – Enforcement
This Contract hereby shall take force following the notification of the registration of the Contract by the Court of Accounts, and in cases where the registration by Court of Accounts is not necessary, the date when the contract is signed by the respective parties40.

This Contract hereby, which consists of ............................ Articles, has been signed after fully read and understood by the Contracting Entity and the Contractor on ………….. (date) and ……………. copy / copies was taken by parties. (contracting Entity and Contractor)


CONTRACTING ENTITY               CONTRACTOR

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