Contract concerning. Test facility ICT for smart grids

Transcription

1 Contract concerning Test facility ICT for smart grids The undersigned: 1. The State of the Netherlands, which has its seat in The Hague, represented by the Minister / State Secretary of / for Economic Affairs, legally represented in this matter by <signatory s name and position> hereinafter referred to as the Contracting Authority, and 2. <contractor's full name and legal form>, which has its registered office in <place>, legally represented in this matter by <signatory s name and position> hereinafter referred to as the Counterparty, Whereas: Organisation and objective of the Contracting Authority a) the Contracting Authority is responsible for implementing the Dutch government s policy regarding intelligent energy networks ( smart grids ); b) in performing its duties the Contracting Authority needs to acquire knowledge of problems of integration of ICT within smart grids and to further the performances of smart grids; Course of the contract award procedure c) in connection with the recitals at a and b above, the Contracting Authority initiated a procedure to award a contract for designing and building a test facility for smart grids ICT, and for exploitation of the test facility during two years; d) a tender notice was published by TenderNed on behalf of the Contracting Authority to under number <S number>; e) the Contracting Authority awarded the Contract to the Counterparty on <date>. Agree as follows: Article 1. Definitions A number of terms in this Contract are written with initial capitals. These terms are defined in the General Government Terms and Conditions for IT Contracts (ARBIT 2010). In addition to these the following definitions apply: Services: the work the Contractor is to perform for the Contracting Authority under the terms of the Contract; Test facility ICT for Smart Grids Agency NL 1/8

2 Article 2. Subject of the Contract 2.1 The Contracting Authority hereby commissions the Contractor to perform the Services as described in the tender submitted by the Contractor on... (ref...., see Schedule...) based on the Specifications issued by the Contracting Authority on... (ref...., see Schedule...), in so far as this Contract does not contain any provisions to the contrary. The Contractor hereby agrees to perform these Services. 2.2 The Services basically consist of: - Performance of the Services: 1) Designing and building a test facility 2) Exploiting the test facility during two years - Granting of Licences: 3) Intellectual property rights to be vested in the Contracting Authority in so far as needed for furthering its insight in and knowledge of the risks, the possibilities and solutions regarding integral ICT for smart grids. 2.3 The following documents together constitute the Contract. In the event of mutual inconsistencies, a higher ranked document takes precedence over a lower ranked document: 1) this document; 2) the Terms and Conditions (Terms and Conditions Schedule); 3) the Specifications; 4) the tender of <date>, reference (<reference>), submitted by the Counterparty to the Contracting Authority. Article 3. Contacts and reporting 3.1 The persons who liaise on behalf of the parties in relation to the performance of the Contract are: - on behalf of the Contracting Authority: The <position>, currently <name>, is authorised to bind the Contracting Authority in so far as the performance of the Contract is concerned. - on behalf of the Contractor: The <position>, currently <name>, is authorised to bind the Contractor in so far as the performance of the Contract is concerned. 3.2 The Counterparty will report quarterly on how the Contract is being performed. These reports will at least contain a description of the results achieved, the methods and techniques used to generate them, and the conclusions derived from them. Article 4. Entry into force and term of the Contract 4.1 The Contract enters into force once it has been signed by both Parties. 4.2 The Contract has a term of 4 years and will end on December 31, The Contracting Authority may in the case of a no-go decision terminate the Contract by giving notice. If it wishes to exercise this right, it will give one month s notice of termination to the Counterparty. Test facility ICT for Smart Grids Agency NL 2/8

3 Article 5 Completion 5.1 The Counterparty will arrange for Completion on the dates referred to in the following table. The specified dates are Vital Deadlines. Subject Manner of Completion Address and date Design of test facility <address, date> Build of test facility <address, date> Exploitation of test facility Maintenance of test facility Licencing <address, date> Article 6 Acceptance 6.1 The Acceptance of the components of the Services will take place as follows: < > 5.1 The Article 7. Fee 7.1 The total Fee for the Product to be delivered is This is including all costs and VAT. The Parties agree the following partition of the Services in components: Subject Fee Fee incl. VAT Design of test facility Build of test facility Exploitation of test facility Maintenance of test facility Licencing Article 8. Invoicing and payment 8.1 The Fee for the components is owed from: - < > - < >. Contractor will send the invoice(s) to the Contracting Authority on paper, to <invoicing address> 8.2 An invoice should contain the following information: - date of invoice - amount of the Fee - VAT owed - contract number - commitment number 8.6 <OPTIONAL > The Contracting Authority will pay to the Counterparty prior to Acceptance an advance of <amount>. The Counterparty will provide security for this amount by means of a performance bond (Performance Bond Schedule). Article 9. General and special terms and conditions 9.1 This Contract is governed exclusively by the following provisions of the Government Terms and Conditions for IT Contracts 2011 (ARBIT 2011): - the General Provisions - Special Provisions on Maintenance. 9.2 Any general and special terms and conditions of the Counterparty or of third parties used by the Counterparty in performing the contractual obligations do not apply. Test facility ICT for Smart Grids Agency NL 3/8

4 9.2 A copy of the applicable Terms and Conditions is appended to the Contract. Article 10. Intellectual property rights 10.1 Intellectual property rights to the results of the Services are to be vested in the Contracting Authority as far as needed for furthering its insight in and knowledge of the risks, the possibilities and solutions regarding integral ICT for smart grids. In so far as the results of the Services are achieved using existing intellectual property rights that do not accrue to the Contracting Authority but are needed for the purposes mentioned in Article 2.1, the Contractor grants the Contracting Authority a non-exclusive right of use for an indefinite period. In such an event, the Contractor guarantees that it is entitled to grant the aforesaid right of use Intellectual property rights regarding methods, models, data and systems that are deveveloped in the course of designing and building the test facility, are to be vested by Contractor in any third party that wishes to establish comparable facilities for smart grids after conclusion of the Services. These rights are to be granted under conditions that enable the third party to exploit a test facility for smart grids at marketconform conditions. In this respect Contractor will act according to the provisions he described in his tender, more specifically in the businessplan for the exploitation after the contract period. Done on <date> and signed in duplicate by: FOR THE CONTRACTING AUTHORITY Name: <name> Position: <position> Signature: FOR THE COUNTERPARTY Name: <name> Position: <position> Signature: Date: Date: Test facility ICT for Smart Grids Agency NL 4/8

5 Schedule: Specifications <insert Specifications> Test facility ICT for Smart Grids Agency NL 5/8

6 Schedule: Terms and Conditions <Insert ARBIT 2010> Test facility ICT for Smart Grids Agency NL 6/8

7 Schedule: Service Level Agreement (SLA) In the SLA provisions will be made according to the tender of Contractor and further agreements between Contractor and Contracting Authority. Subjects are at least: contacts, subjects and frequency of meetings and of information between parties, moments of go-no go decisions, and maintenance and exploitation during the exploitation phase in the first two years.the following terms should be used in the SLA: Corrective Maintenance: the tracing and resolution by the Contractor of Faults reported by the Contracting Authority or Faults that have otherwise become known to the Contractor. Repair Time: the periods, expressed in Service Hours, between the moment when a Fault is reported to the Contractor and the moment it is resolved. Innovative Maintenance: the provision by the Contractor to the Contracting Authority of New Versions or newly developed parts of Products and/or new Documentation. Preventive Maintenance: measures taken by the Contractor to prevent Faults and related forms of service. Response Time: the time within which the Contractor (or Staff of the Contractor) must adequately respond to a report by the Contracting Authority of a Fault and other requests of the Contracting Authority for service. Service Levels: requirements such as Response Times and Repair Times included in the Contract in respect of Maintenance and other agreed forms of service. Service Hours: hours that fall within the agreed service period. Fault: a technical problem that occurs when using the Deliverable Test facility ICT for Smart Grids Agency NL 7/8

8 Schedule: Performance Bond Model of a performance bond as referred to in article 16 of the ARBIT The undersigned <full name and legal form of the credit institution>, which has its registered office in <place>, represented by <signatory s name and position>, whereas: the State of the Netherlands, which has its seat in The Hague, represented by the Minister of <name of portfolio>, hereinafter referred to as the Contracting Authority, concluded a Contract on <date of Contract> with: <contractor's full name and legal form>, which has its registered office in <place>, hereinafter referred to as the Counterparty, to perform <description of the Deliverable>, referred to below as the Contract, and that the Contracting Authority will pay an advance on the Fee to the Counterparty, hereby gives the Contracting Authority an irrevocable undertaking: to promptly pay to the Contracting Authority as its own debt merely upon receipt of a written notice from the Contracting Authority that the Counterparty has failed to perform any obligation under the Contract and has failed to repay the advance whatever amount the Contracting Authority declares that it is entitled to claim from the Counterparty in this respect, up to an amount not exceeding <amount of advance>, plus the statutory interest on that amount calculated from the day of the Counterparty s failure up to the moment of full and final payment of the amount. This performance bond will lapse if it has been received back by the undersigned. This performance bond is governed by the law of the Netherlands. Disputes will be referred exclusively to the competent court in the district of The Hague. Thus signed in <place>, on <date>, <signature of credit institution> Test facility ICT for Smart Grids Agency NL 8/8