Request for Quoations (0.22 MB) - National Procurement Service

[SS/0002/10/10]_____________________________________________________________________________________________________________________REQUEST FOR QUOTATIONSby theCOMMISSIONERS OF PUBLIC WORKS IN IRELANDthrough theNATIONAL PROCUREMENT SERVICEfor theSUPPLY OF NATURAL GAStoVOCATIONAL EDUCATION COMMITTEE & SECURITY SERVICESunder theNPS FRAMEWORK FOR THE SUPPLY OF NATURAL GAS(Framework Reference Number SS/0002/10)RFQ Response Due: 12 Noon on 5th April 2012Return Address (Email Only): Naturalgas2012.Comp10@opw.ie1

Table of ContentsPart 1 Introduction.............................................................................................................4Part 2 Instructions to Tenderers.......................................................................................52.1 Introduction to this RFQ .......................................................................................52.2 Procurement Process ...........................................................................................52.3 Clarifications and Query Handling ........................................................................52.4 Compliant Tenders................................................................................................62.5 Tender Submission Requirements ........................................................................62.6 Tendering Costs....................................................................................................72.7 Acceptance of RFQ Requirements .......................................................................72.8 Confidentiality .......................................................................................................72.9 Publicity ................................................................................................................72.10 Anti-Competitive Conduct ....................................................................................82.11 Interference..........................................................................................................82.12 Employment Law .................................................................................................8Part 3 - Specification of Requirements ............................................................................93.1 General Requirements...........................................................................................93.2 Natural Gas Requirements ....................................................................................93.3 Supply....................................................................................................................93.4 Delivery of Service .............................................................................................103.5 Invoicing ..............................................................................................................113.6 Pricing..................................................................................................................123.7 Quarterly Management Reporting .......................................................................123.8 Monthly Usage and Cost Reporting…………………………………………………..12Part 4 – Evaluation and Award Criteria ..........................................................................134.1 Award Criteria ......................................................................................................134.2 Standstill Period...................................................................................................134.3 Return of Signed Contracts .................................................................................13-Intentionally Blank- ...................................................................................................14Schedule 1 - Mandatory Format for Submitted Tenders...............................................15S1.0. Introduction ......................................................................................................15S1.1.Tenderer Details ................................................................................................15S1.2 Name & registered address of the Tenderer......................................................15S1.2.1 Contact Details ..............................................................................................15S1.2.2 Any Other Relevant Information ....................................................................16S1.3 The Mini-Competition Terms and Conditions.....................................................17S1.3.1 Acceptance of the Terms and Conditions .......................................................17S1.4 Declarations……………………………………………………………………………17-Intentionally Blank- ...................................................................................................18Schedule 2 – Terms and Conditions .............................................................................19S2-2 General Terms and Conditions ..............................................................................21S2-2.1 Supplier’s obligations .....................................................................................21S2-2.2 Duration .........................................................................................................21S2-2.3 Payment.........................................................................................................21S2-2.4 Warranties, Representations and Undertakings ............................................22S2-2.5 Remedies.......................................................................................................23S2-2.6 Confidentiality ................................................................................................232

S2-2.7 Termination.....................................................................................................24S2-2.8 Contract Management ...................................................................................25S2-2.9 Disputes .........................................................................................................25S2-2.10 Governing Law, Choice of Jurisdiction and Execution .................................25S2-2.11 Notices ........................................................................................................25S2-2.12 Assignment and Sub-contract ......................................................................26S2-2.13 Entire Agreement .........................................................................................26S2-2.14 Severability .................................................................................................26S2-2.15 Waiver..........................................................................................................26S2-2.16 Non-exclusivity.............................................................................................26S2-2.17 Media ...........................................................................................................26S2-2.18 Conflicts, Registrable Interests and Corrupt Gifts.........................................26S2-2.19 Terms and Conditions of Gas Supply ...........................................................27-Intentionally Blank- ...................................................................................................28Appendix 1 Tenderer's Statement ..................................................................................29-ENDS- ......................................................................................................................303

Part 1Introduction1. The National Procurement Service (hereinafter referred to as “the NPS”) (“ContractingAuthority”) invite responses (“Tenders”) to this Request for Quotes (“RFQ”) by means of aMini-competition, from Framework Participants (“Tenderers”) for the Supply of Natural Gasto the Vocational Education Committee & Security Services (hereinafter referred to as“Customer”).2. Any contract that may result from this Mini-competition will be issued for a term of twelve(12 ) months (1 st May 2012 to 30 th April 2013) (“the Term”).3. Any contract arising from this Mini-competition is to be awarded under the FrameworkAgreement for the Supply of Natural Gas to the Irish Public Service (SS/0002/10). TheContract will be governed by the Framework Agreement for the entirety of the Contract.Only Suppliers who are members of the said Framework Agreement can participate in thisMini-competition.4. The main aims of contracts arising from this competition are (i) achieving value for money,(ii) supporting Government Policies and (iii) a reduction in transaction costs for bothCustomers and suppliers. The NPS wants to actively promote the ordering and payment ofgoods via electronic means.5. Instructions to Tenderers are outlined in Part 2.6. The Natural Gas supply requirement is structured in Lots of demand which are outlined indetail in Part 3. There are four Lots classified according to specific Tariff categories.7. Part 4 of this document gives full details on the evaluation process, compliance and awardcriteria.8. Attachment A accompanying this document contains a copy of Schedule 1 - MandatoryFormat for Submitted Tenders.9. Attachment B accompanying this document contains a copy of Appendix 1 – Tenderer'sStatement.10. Attachment C accompanying this document contains detailed pricing matrices for eachLot.11. Attachment D contains detailed site lists classified by Lot (SBU, MBU, FVT and RTF).12. Attachment E contains Monthly Usage and Cost Reporting Template4

Part 2Instructions to Tenderers2.1 Introduction to this RFQ(a) While every effort has been made to provide comprehensive and accurate backgroundinformation, and Requirements and Specifications, Tenderers must form their ownconclusions about the solution needed to meet the requirements set out in this RFQ. AllTenderers and recipients of this RFQ may wish to consult their own legal adviserscompetent in laws, including, without limitation, those of Ireland and the European Unionand any standards, procedures and other requirements which may impact upon orotherwise affect this RFQ or the subject matter thereof.(b) All information supplied by Tenderers may be treated as contractually binding on theTenderers if accepted by the Contracting Authority.(c) No commitment of any kind, contractual or otherwise shall exist unless and until aformal written contract has been executed by or on behalf of the ContractingAuthority.2.2 Procurement Process(a) This mini-competition is conducted under the NPS Framework for the Supply of NaturalGas to the Irish Public Sector (SS/0002/10) which was concluded under the OpenProcedure of European Council Directive 2004/18/EC.(b) The NPS may issue a Notice to all Framework Participants deleting, varying or extendingany item in this document. Any such notice shall then become part of the Request forQuotations Document and shall be treated as such by participating Suppliers. Any suchnotice shall issue no later than 10 working days before the latest date set for the receipt oftenders.(c) A Contract Award Notice will be advised to all Framework Participants containing certaininformation (including the name of the successful Tenderer) relating to the award of thisContract.2.3 Clarifications and Query Handling(a) The NPS has taken care to be as clear as possible in the language and terms it has used incompiling this RFQ. Where any ambiguity or confusion arises from the meaning orinterpretation of any word or term used in this document or any other document relating tothis tender, the meaning and interpretation attributed to that word or term by the NPS will befinal. The NPS will not accept responsibility for any misunderstanding of this document orany others relating to this tender.(b) Every effort has been made to ensure that this documentation contains all the necessaryinformation for the completion of tenders. However, in the interests of equity, requests foradditional information, clarification on the content of this documentation, and all otherqueries of substance (other than in relation to purely factual or procedural matters) must bemade by email. Any additional information elicited will be made available to all FrameworkParticipants, without disclosing the original requester. Framework Participants should takethis into account when formulating their request.(c) Requests for additional information or clarifications must be emailed to aidan.cox@opw.ieand submitted by 17:00 on 2 nd April 2012. The NPS strictly enforces deadlines and in nocircumstances will requests for information or clarifications be accepted after this closing5

time on the day in question.communications or deadlines.The NPS will not accept responsibility for any missed(d) The NPS will not accept responsibility for information relayed (or not relayed) via third parties.(e) The NPS reserves the right to issue or seek written clarifications.2.4 Compliant TendersFailure to comply with the requirements of this clause may render the Tender non-compliant andthe Tender may be rejected. Tenderers must:(a) Be submitted in the English or Irish languages only.(b) Tenderers shall respond to all requirements set out in this RFQ.(c) Be received by the Contracting Authority in accordance with clause 2.5.If this RFQ is altered or edited in any way, the subsequent Tender may be deemed non-compliantand the Tender may be rejected.2.5 Tender Submission Requirements(a) Tenderers must complete and return Schedule 1 Mandatory Format for SubmittedTenders .For your convenience a copy of this schedule for completion is available in Attachment A.(b) All Tenderers must complete and return, with their Tender, the signed and dated Tenderer’sStatement, as set out in Appendix1, printed on the Tenderer’s letterhead. Tenderers maynot amend the Tenderers Statement.For your convenience a copy of this Statement is available in Attachment B.(c) Tenderers must complete the Pricing Matrices in Attachment C.Quotations shall fully conform to the format requirements set out. All prices quoted must beall-inclusive, be expressed in Euro only and exclusive of VAT. Failure to submitQuotations in the specified required formats shall result in the rejection of yourTender.(d) The completed Schedule 1, Tenderer's Statement and Pricing Matrices shall be returnedElectronically to: Naturalgas2012.Comp10@opw.ie no later than 12 noon on the duedate. Submissions received after such date and time shall not be accepted (unless anextension of time is given to all Tenderers), and time shall be of the essence in this regard.(e) Tenderers must fully conform to the format requirements set out. Failure to complete andsubmit tenders in the required format may result in the rejection of the tender.(f) The closing date and time for the tender submission is 12:00 Noon on 5 th April 2012.It is the responsibility of each Tenderer to effect and to prove delivery of its tender by thedue date and time.It is NPS policy to open quotations promptly on the due date.6

The NPS may, at its own discretion, revise the closing date and time given here. Any suchrevisions will be made in accordance with the time limits set out in Directive 2004/18/EC. Allprospective Tenderers will be advised of such revisions.Information supplied by Tenderers will be treated as contractually binding. However, the NPSreserves the right to seek clarification or verification of any such information.The Contracting Authority shall consider all compliant Tenders against the award criteria set out inPart 4 of this RFQ.The NPS, will conduct this competition, including the evaluation of responses and final awards inaccordance with the detail set out at Part 4. Quotations will be opened by at least two designatedofficers of the NPS or representatives of the NPS. The NPS may invite other interested or suitablyqualified parties that it can be assured have no conflicts of interest to participate in the evaluationof tenders or contribute to that evaluation as it sees fit.2.6 Tendering CostsThe NPS will not be liable in respect of any costs incurred by Tenderers in the preparation andsubmission of Quotations or any associated work effort, including any attendances, deliveries,collections or research required as part of this competition or in response to any requests forclarification, and the NPS or any public body shall not be responsible or liable for any costs orexpenses regardless of the conduct or outcome of the competition process.2.7 Acceptance of RFQ RequirementsEach Tenderer is required to accept the provisions of this RFQ. All Tenderers must return, withtheir Tender, the signed Tenderer’s Statement, as set out in Appendix 1, printed on theTenderer’s letterhead. Tenderers may not amend the Tenderer’s Statement at Appendix 1.Where submitting by email, a scanned signed copy of the Tenderer’s Statement must be submittedelectronically via the postbox (email: Naturalgas2012.Comp10@opw.ie).2.8 ConfidentialityAll documentation, drawings, information, patterns, samples or material disclosed or furnished bythe Contracting Authority to Tenderers during the course of this Competition:(a)(b)(c)(d)is furnished for the sole purpose of replying to this RFQ onlymay not be used, communicated, reproduced or published for any other purposewithout the prior written permission of the Contracting Authorityshall be treated as confidential by the Tenderer and by any third parties (includingsub-contractors) engaged or consulted by the Tenderer andshould be returned immediately to the Contracting Authority upon cancellation orcompletion of this Competition, if so requested by the Contracting Authority.The successful Tenderer(s) may be required to enter into Confidentiality Agreements withCustomers.2.9 PublicityNo publicity regarding this Competition, the award of a contract or the execution of a contract ispermitted unless and until the Contracting Authority has given its prior written consent to therelevant communication.7

2.10 Anti-Competitive ConductThe Tenderers’ attention is drawn to the application of the Competition Act, 2002. The Act makes ita criminal offence for Tenderers to collude on prices or terms in a public procurement competition.2.11 InterferenceAny effort by the Tenderer (or anyone acting on behalf of the Tenderer with or without hisknowledge) to influence the Contracting Authority's personnel in the process of examination,evaluation and comparison of Tenders and recommendations concerning the award of the contractwill result in the rejection of the Tender.2.12 Employment LawThe successful Tenderer(s) shall be solely responsible in law for the employment of, remuneration,taxes, immigration and work permits of all personnel retained for the purposes of providing theGoods.Tenderers must comply with any applicable statutory terms relating to minimum pay and to legallybinding sectoral agreements and must take these into account when preparing Tenders.8

Part 3 - Specification of Requirements3.1 General RequirementsTenders are expected to satisfy the requirements set out below and Tenderers should note that byvirtue of submitting a proposal the Tenderer is acknowledging its commitment to satisfying thoserequirements.3.2 Natural Gas RequirementsThis contract is for the supply of Natural Gas to the Vocational Education Committee and SecurityServices.All contracts awarded through this mini-competition will be for a 12 month duration (1 st May 2012 to30 th April 2013) and may be on a fixed price (Lots 1 and 2) or flexible contract (Lots 3 and 4) basis.The NPS does not guarantee any minimum volume level for individual sites or all the sites inaggregate. Contracts coverage/outputs are compiled from historic data and no undertaking can begiven that usage of the proposed contracts will achieve these figures.By agreement between the NPS and the Contractor, the NPS may, during the period of contracts,add sites to, or delete sites from, the contract(s).3.3 SupplyThe Natural Gas supply requirements for this mini-competition will be structured by Lots of demandIn keeping with gas market sectors, and are divided into lots as follows:i. NDM Small Business Users annual usage is less than 73,000 KWhii. NDM Medium Business Users annual usage of greater than 73,000kWh and a supplypoint capacity (SPC) less than 3,750kWh.iii. Fuel Variation Tariff (FVT) SPC is equal to or in excess of 3,750kWh and annual usageup to 5.5 GWhiv. Regulated Tariff Formula (RTF) annual usage 5.5 – 264 GWhType Number of Sites Sites are listed inLot 1 NDM Small Business Users 142 Attachment D SBU TabLot 2 NDM Medium Business Users 155 Attachment D MBU TabLot 3 Fuel Variation Tariff (FVT) 69 Attachment D FVT TabLot 4 Regulated Tariff Formula (RTF) 4 Attachment D RTF TabLot 1 NDM Small Business Users (SBU)i. Tenderers shall complete SBU pricing schedule in the format set out in Attachment C.ii. Please note a fixed price must be maintained for 12 monthsLot 2 NDM Medium Business Users (MBU)i. Tenderers shall complete MBU pricing schedule in the format set out in Attachment Cii. Please note a fixed price must be maintained for 12 months9

Lot 3 Fuel Variation Tariff (FVT)i. This lot consists of all FVT supplies.ii. Suppliers shall complete FVT pricing schedule in the format set out in Attachment C foreach site listed.In order to evaluate the offers provided we will use the Heren Index as of 4 th April 2012 for theduration of the contract (May 2012 to April 2013), for every offer submitted and Sterling ExchangeRate as opening mid-market rate published by the Allied Irish Bank on 4 th April 2012.Lot 4 Regulated Tariff Formula (RTF)i. This lot consists of all RTF supplies.ii. Suppliers shall complete RTF pricing schedule in the format set out in Attachment C foreach site listed.In order to evaluate the offers provided we will use the Heren Index as of 4 th April 2012 for theduration of the contract (May 2012 to April 2013), for every offer submitted and Sterling ExchangeRate as opening mid-market rate published by the Allied Irish Bank on 4 th April 2012.Pass Through ChargesPass through charges/rebates shall be levied as charged/rebated in accordance with theindependently regulated charges as set out by the Commission for Energy Regulation.Trade Options(A) The following definitions shall apply in this Agreement:“Standard Trade Option” is the purchase or sale by the Supplier of a volume of gas for a Customerexercised on day D in respect of a daily volume of gas V (which must be the same throughout acalendar month but may vary from month to month, for a specified period P (which must be one ormore calendar months in the Contract Period) where the price of gas is agreed by the Parties;“Re-Buy Trade Option” is a Standard Trade Option whereby the suppliers buy a volume of gas thatit had previously sold pursuant to a Sell-Back Trade Option;“Sell-Back Trade Option” is a Standard Trade Option whereby the supplier sells a volume of gas tothe market that the Customer had previously purchased by way of a Standard Trade Option;“Trade Option” refers to a Standard Trade Option, Sell-Back Trade Option and / or Re-Buy TradeOption;“Trade Option Request” is a written request by the Customer to the supplier to exercise a TradeOption specifying the type of Trade Option that the Customer wishes the supplier to exercise;(B) In the event that no trade option is executed the supply contract will remain floating withreference to the Heren Day Ahead index.(C) The Customer may submit a Trade Option Request to the supplier in accordance with theTrade Protocol issued from time to time by the supplier to the Customer. The supplier shall use allreasonable endeavours to facilitate a Trade Option Request.(D) A Trade Option may only be executed if:(1) It is for a minimum period of 1 Month and such period is within the Contract Period;(2) Standard Trade Option Request it is in respect of the same volume for each Day of a relevantMonth (minimum volume of 100 therms per Day in multiples of 100 therms); and(3) Where the Trade Option relates to the sale of gas, it is in respect of gas previously purchased10

through a Trade Option;(4) The Customer’s sites awarded under Lot 3 & 4 are supplied by the supplier under thisAgreement for the full duration of the Contract Period.(E) The Sterling to Euro exchange rate applicable to the price of gas transacted through any TradeOption shall be the 8.00 a.m. rate on the AIB website on the day the Trade Option is exercised.Load ProfilesHistoric load profile data for all sites included in this mini-competition are stored in a centralelectronic database held by the NPS' Energy Advisor, M&C Energy Group. The database can beaccessed by Tenderers, for the purpose of preparing their tenders, by emailingsandra.quinn@mcenergygroup.comThe GPRO data are to be used to quote for the attaching sites, in the event that there is anyvariance in estimated annual consumption per site, supplier versus supplier, please note that fortransparency in evaluating, the same profile, as determined by the NPS, will be used for all.3.4 Delivery of ServiceSuccessful TENDERERS will be required to;i. Supply Natural Gas to Customers within the Vocational Education Committee andSecurity Servicesii.iii.iv.Provide a monthly invoice for each siteProvide, free of charge, a 24 hour emergency contact numberProvide, free of charge, a technical advice service to the customer to includeinformation on gas, equipment, appliances, pipelines, operational use and healthand safety guidelines. The successful Tenderer will be required to respond fully toany such request within two weeks of the request being made.v. Ensure minimal disruption at the time of the changeover of the supply contract. Inthis regard it is also agreed that liaison will take place in advance of the supplycontract start date with the relevant local end user, the Gas Point RegistrationOperator and the current supplier to ensure a smooth change of supplier process.vi.3.5 InvoicingCarry out all of the relevant activities in the Bord Gáis Code of Operationsnecessary for the delivery of natural gas.NPS are moving towards standardising Departmentalised billing arrangements where possible. Inall circumstances invoices are to be issued monthly in arrears in respect of each supply point.Invoices are to be broken down to reflect all of the relevant cost centres that exist within aContracting Authority. All supply point site addresses and GPRN's must be clearly marked onDepartmentalised invoice and sent to a central address within each Customer.The format of the monthly invoices will be as per the offer and shall include the followinginformation, at a minimum;SBU Invoice• GPRN11

• Customer• Site Address• Supply Point Capacity• Volume of gas used in kWh• Unit Price c/kWh• Standing Charge• Carbon Tax• VAT at appropriate rateMBU Invoice• GPRN• Customer• Site Address• Supply Point Capacity• Volume of gas used in kWh• Unit Price c/kWh• Standing Charge• Carbon Tax• VAT at appropriate rateFVT Invoice• GPRN• Customer• Site Address• Supply Point Capacity• Volume of gas used in kWh• Commodity c/kWh• Fixed Rate Charge c/kWh• Annual Site Charge €/month• Shrinkage Gas Charge c/kWh• Discount € per kWh where/if applicable• Carbon Tax• VAT at appropriate rateRTF Invoice• GPRN• Customer• Site Address• Supply Point Capacity• Volume of gas used in kWh• Commodity c/kWh• Swing c/kWh• Fixed Charges/ Management Fee c/kWh• UK Transport c/kWh• Transmission Commodity c/kWh• Distribution Commodity c/kWh• Transmssion Capacity €/per month• Distribution Capacity €/per month• Shrinkage c/kWh• Discount € per kWh where/if applicable12

• Carbon Tax• VAT at appropriate rate3.6 PricingPrices quoted shall be expressed in Euro only and should include all government taxes, levies andcustom duties, but shall not include VAT.Once the FVT and RTF contracts are awarded the NPS will advise suppliers when to purchaseunder the terms of the Trade Options.3.7 Quarterly Management ReportingTenderers shall meet the reporting requirements as specified in the Framework Agreement(Reference Number SS/0002/10)3.8 Monthly Usage and Cost ReportingThe Monthly Usage and Cost Reporting template provided (see attachment E) must be submittedto a nominated person(s) within each VEC/Security Service, by the third week of every month afterdelivery. In the event that meter reads are estimated beyond a three month period it is essentialthat the locations are highlighted with the relevant VEC/Security Service.13

Part 4 – Evaluation and Award CriteriaOnly those Tenderers who have submitted compliant Tenders as outlined in Part 2, will proceed forfurther evaluation.4.1 Award CriteriaDuring the evaluation period clarifications may be sought by e-mail from Tenderers. Deadlines willbe imposed for the receipt of such clarifications and failure to meet these deadlines may result inelimination from the competition. Responses to requests for clarification shall not materiallychange any of the elements of the proposals submitted. Unsolicited communications fromTenderers will not be entertained during the evaluation period.The sole criteria used to assess tenders will be; the lowest priced tenders.The NPS does not bind itself to accept the lowest or any tender.The contract(s) will be awarded to the Tenderers who are judged to have submitted the lowestpriced tender per Lot in respect of Lots 1 and 2.Lots 3 and 4 will be awarded by site/groups i.e. Contracts will be awarded per site/group of sites tomultiple Suppliers based on the lowest prices submitted.4.2 Standstill PeriodNo contract can or will be executed or take effect until at least fifteen (15) calendar days after theday on which the unsuccessful Tenderers have been sent the appropriate notice informing them ofthe result of this Competition (“Standstill Period”). The preferred bidder will be notified of thedecision of the Contracting Authority and of the expiry date of the Standstill Period.Tenderers should note that the Contracting Authority will, when notifying compliant butunsuccessful Tenderers of the results of this Competition, include the price submitted by thepreferred Tenderer(s) and the name of the preferred Tenderer(s).4.3 Return of Signed ContractsThe successful Tenderer(s) must sign and return the Contract (Schedule 2) to the NPS no laterthan seven (7) calendar days from the date of expiry of the Standstill Period unless notifiedotherwise in writing. Please note the Contracting Authority cannot and will not enter into a contractuntil the standstill period has expired. A signed contract returned by the successful Tenderer is notbinding on the Contracting Authority until the Contracting Authority has signed the Contract inaccordance with paragraph 2.1 (c).Where the signed Contract has not been received by the Contracting Authority within the period asspecified at clause 4.3 then the Contracting Authority may proceed to award the contract to thenext highest ranked Tenderer .14

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Schedule 1 - Mandatory Format for Submitted TendersS1.0. Introduction[SS/0002/10/10]All proposals shall conform to the format and structure set out below. Any deviation from the belowstructure shall result in the Tenderer being excluded from the competition.S1.1.Tenderer DetailsThis section shall include the following information regarding the Tenderer.S1.2 Name & registered address of the TendererS1.2.1 Contact DetailsContact NameTitleEmail AddressTelephoneMobileFax16

S1.2.2 Any Other Relevant Information17

S1.3 The Mini-Competition Terms and ConditionsS1.3.1 Acceptance of the Terms and ConditionsTenderers shall indicate their acceptance of the terms and conditions contained in the Conditionsof Contract given in Schedule 2.S1.4 DeclarationsThe Tenderer shall declare that each of the following is true:I. The information provided in their proposal is true and accurate.II. All information relevant to the true and fair evaluation of their proposal has been provided,whether that information was explicitly requested or not.18

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Schedule 2 – Terms and Conditions[SS/0002/10/10]To be completed only by the preferred Tenderer(s)[NAME OF VEC / SECURITY SERVICE]AndCONTRACT AGREEMENT RELATING TO THE SUPPLY OFNATURAL GASto theVOCATIONAL EDUCATION COMMITTEE & SECURITY SERVICES SECTORS20

This CONTRACT AGREEMENT is made on theday ofBETWEEN[Name of Vocational Education Committee / Security Services] (Customer)and(Contractor)with registered office at:WHEREAS;A) by Request for Quotation dated ….................... and titled the Supply of Natural Gas (“theRFQ”) (which document is attached hereto) the NPS invited quotations for the Supply ofNatural Gas to the Vocational Education Committee / Security Services SectorB) the contractor submitted a response to the RFQ dated thewhich is attached heretoIT IS HEREBY AGREED AS FOLLOWS:1) The Contract Agreement is governed by the terms and conditions as set out in Schedule 2and consists of the following documents, and in the case of a conflict of wording in thefollowing order of priority:i. the Framework Agreement [SS/0002/10]ii. the Contract Agreement and Pricing Matrices attached hereto;iii. the RFQ Parts 1 to 4iv. the Submission Schedule 1.v. the Tenderer's Statement2) This Contract Agreement shall take effect on the date of this Agreement and shall expire onthe ….......... , unless it is otherwise lawfully terminated or otherwise lawfully extended asagreed between the parties (“the Term”).Signed for and dated onSigned for and dated on___________________________behalf of [Name of VEC/ Security Service](being a duly authorised officer)_______________________behalf of the ContractorWitness _________________________Witness __________________________Dated _________________________ Dated __________________________21

S2-2 General Terms and ConditionsS2-2.1 Supplier’s obligationsA. The Supplier undertakes to perform its obligations arising from this Contract with all duecare, skill and diligence and in the appointment, monitoring and retention of its agents andsub-contractors. The Supplier shall require its agents and sub-contractors to exercise alldue care, skill and attention in the supply of Natural Gas and the performance of itsobligations under this Contract.B. In consideration of the Charges the Supplier shall:i. provide the Natural Gas according to the Specification as set out in Part 3 hereto, inaccordance with the RFQ, in the manner set out in the Submission and in accordancewith the Customer’s directions and the terms of this Contract;ii. comply with and implement any policies and or guidelines issued by the Customerfrom time to time and notified to the Supplier in writing;iii. comply with all local security arrangements as notified to it by the Customer;iv. provide Natural Gas in accordance with industry standards and comply with allapplicable laws with particular but not exclusive regard to the requirements of theSafety Health and Welfare at Work Act 2005, the Waste Management Act 1996, theData - Acts 1988 and 2003, Freedom of Information Acts 1997 and 2003 andEmployment legislation. The Supplier will be responsible for compliance with allstatutory requirements of an employer, all legally binding sectoral agreements andwithout prejudice to the generality of the foregoing shall be solely responsible in law forthe employment, remuneration, taxes, immigration and work permits of all personnelretained for the purposes of complying with this Contract; andC. The Supplier is deemed to be the prime contractor under this Contract and the Supplierassumes full responsibility for the delivery of Natural Gas and shall assume all the duties,responsibilities and obligations associated with the position of prime contractor. TheSupplier as prime contractor under the Submission hereby assumes liability for its subcontractorsand shall procure that its sub-contractors shall comply in all respects with therelevant terms of this contract to the extent that it or they are retained by the Supplier.S2-2.2 Durationi. The Contract will endure for 12 months from the date of its commencement or terminated atan earlier date by an order of the NPS/Commissioners.ii. Contractors shall comply with all of the requirements laid down in the FrameworkAgreement - SS/0002/10 – for the full duration of this Contract.S2-2.3 PaymentA. Subject to the provisions of this clause the Supply Recipient/Customer shall pay anddischarge the Charges (plus any applicable VAT), outlined in Attachment C. Invoicing andpayment arrangements shall be on such terms as per Part 1.2.6 of the FrameworkAgreement.22

B. Discharge of the Charges is subject to:i. Compliance by the Supplier with the terms of this contract to the satisfaction of the SupplyRecipient/Customer including but not limited to the terms of clause S2-2.8(A);ii. The furnishing by the Supplier of a valid invoice and such supporting documentation asmay be required by the Supply Recipient/Customer from time to time. Any Supplier preprintedterms and conditions are hereby disallowed;iii. Invoices being submitted to the Supply Recipient’s/Customer’s Contact (as set out in thiscontract or such other alternative contract as may be agreed between the Parties). All andany queries relating to the invoice and or Natural Gas supplies for any billing period(including whether or not Goods have been accepted, rejected, satisfactorily repaired orreplaced as the case may be) must be raised by the Supply Recipient’s/Customer’s Contactwithin 10 working days of receipt of invoice. In circumstances where no queries are raisedwithin the said 10 day period the invoice shall be deemed accepted. Upon resolution of anyqueries on the invoice to the satisfaction of the Supply Recipient/Customer or upon suchdeemed acceptance the invoice shall be payable by the Supply Recipient/Customer.iv. The Contracting Authority must be in possession of the Supplier’s current Tax ClearanceCertificate. The Supplier shall comply with all EU and domestic taxation law andrequirements including but not limited to the terms of Circular 43/2006 issued by theDepartment of Finance, a copy of which is available at www.finance.gov.ie The Suppliermay supply the certificate and registration numbers, as they appear on the Tax ClearanceCertificate, to facilitate on-line verification of their tax status by the SupplyRecipient/Customer.C. Wherever under this Contract any sum of money is recoverable from or payable by theSupplier (including any sum which the Supplier is liable to pay to the SupplyRecipient/Customer in respect of any breach of this Contract), the SupplyRecipient/Customer may unilaterally deduct that sum from any sum then due, or which atany later time may become due to the Supplier under the Contract or under any otheragreement or contract with the Supply Recipient/Customer. Any overpayment by eitherParty, whether of the Charges or of VAT or otherwise, shall be a sum of money recoverableby the Party who made the overpayment from the Party in receipt of the overpayment.D. Any and all taxes applicable to the provision of the Services will be the sole responsibility ofthe Supply Recipient/Customer and the Supply Recipient/Customer so acknowledges andconfirms.S2-2.4 Warranties, Representations and UndertakingsA. The Supplier warrants, represents and undertakes that:i. it has the authority and right under law to enter into, and to carry out its obligationsand responsibilities under this contract and to provide Natural Gas hereunder;ii. it is entering into this contract with a full understanding of its material terms andrisks and is capable of assuming those risks;iii. it is entering into this contract with a full understanding of its obligations with regardto taxation, employment and environmental protection and is capable of assuming andfulfilling those obligations;23

iv. it has acquainted itself with and shall comply with legal requirements or such otherlaws, recommendations, guidance or practices as may affect the provision (to includemanufacture and distribution process) of Natural Gas;v. it has taken all any action necessary to ensure that it has the power to execute andenter into this contract;vi. as at the date of this contract, all information contained in the Supplier's submissionremained true, accurate and not misleading.B. The Supplier confirms and undertakes that the Natural Gas supplied will, at the time ofdelivery correspond to the description given by the Supplier in accordance with theSubmission and the Specification of Requirements (Part 3). None of the provisions of theSale of Goods Acts 1893 and 1980 shall be excluded or limited under this contract.C. The Supplier undertakes to ensure that all licences are in place for the purposes of thiscontract.S2-2.5 RemediesA. The Supplier shall be liable for and shall indemnify the Customer for and in respect of alland any losses, claims, demands, damages or expenses which the Customer may sufferdue to and arising directly as a result of the negligence, breach of contract, breach of duty,insolvency, recklessness, bad faith, wilful default or fraud of the Supplier its employees,sub-contractors or agents or any of them or as a result of the Supplier’s failure to exercisecare as outlined in S2-2.1. The terms of this clause shall survive termination of this contractfor any reason.B. Save in respect of personal injury or death, neither Party will be liable for any indirect,incidental, punitive or consequential loss (including loss of profit), damage, cost or expenseof any kind whatsoever and howsoever caused even if such Party has been advised of theirpossibility.C. Should the Customer find itself obliged to order elsewhere in consequence of the failure ofthe Supplier to deliver Natural Gas of approved quality, the Customer shall be entitled torecover from the Supplier any excess prices which may be paid by the Customer.D. Except as otherwise expressly provided by this contract, all remedies available to eitherParty for breach of the Contract are cumulative and may be exercised concurrently orseparately, and the exercise of any one remedy shall not be deemed an election of suchremedy to the exclusion of other remedies.S2-2.6 ConfidentialityA. Each of the Parties to this contract agrees to hold confidential all information,documentation and other material received, provided or obtained arising from theirparticipation in this contract and shall not be disclosed to any third party except to:i. its professional advisers; orii. as may be required by law; oriii. as may be necessary to give effect to the terms of this contract; oriv. in the case of the Customer by request of any person or body or authority whoserequest the Customer or persons associated with the Customer (including but not limited24

to the Legislature and/or the Executive and /or the Civil Service) considers it necessaryor appropriate to so complyv. The National Procurement Service for Framework Management purposes.B. The Supplier undertakes to comply with all reasonable directions of the Customer withregard to the use and application of all and any confidential information (which may includecompliance with operational protocols and/or signing of a non-disclosure agreement).C. The Customer is subject to the provisions of the Freedom of Information Acts, 1997,2003. In the event of the Customer receiving a request for information related to thiscontract, the Customer shall consult the Supplier in respect of the request. The Suppliershall identify any information that is not to be disclosed on grounds of commercialsensitivity, and shall state the reasons for this sensitivity. The Customer will consult theSupplier about this sensitive information before making a decision on any Freedom ofInformation request received. The final decision on disclosure rests with the Office of theInformation Commissioner, and ultimately, the Courts.D. The terms of this clause shall survive termination of this contract for any reason.S2-2.7 TerminationA. Notwithstanding the provisions of clause S2-2.9 and subject to the provisions of sub-clauseB, this contract may be terminated by either Party by serving three months (3 months)written notice to the other Party. For greater certainty, neither Party shall be entitled to anyadditional amounts or compensation in the event that the Contract is terminated inaccordance with this Clause..B. The Customer shall have the right (in addition to any other rights which it has at law) toterminate this Contract immediately and without liability for compensation or damages onthe happening of any of the following:i. if the Supplier commits any serious breach or a series of breaches of any provision ofthis Contract and fails to remedy such breach(es) to the reasonable satisfaction of theCustomer, (if the breach(es) are capable of remedy), within 30 days after receipt of arequest in writing from the Customer; and / orii. if the Supplier becomes insolvent, becomes bankrupt, is wound up, commences windingup, has a receiving order made against it, makes any arrangement with its creditorsgenerally or takes or suffers any similar action as a result of debt, or an event having anequivalent effect; and/oriii. in circumstances where the Customer becomes aware that any of the excludingcircumstances listed in Article 45 of EU Council Directive 2004/18/EC as implementedinto Irish law by Regulation 53 of the European Communities (Award of PublicAuthorities’ Contracts) Regulations 2006 (Statutory Instrument 329 of 2006), apply tothe Supplier.C. Termination of this Contract shall not affect any antecedent and accrued rights, obligationsor liabilities of either Party, nor shall it affect any provision of this Contract which isexpressly or by implication intended to come into or continue in force on or after suchtermination.D. On completion or termination of this Contract, howsoever arising, the Supplier shallimmediately return all confidential information, records, papers, materials, media and other25

property of the other Party which is in its possession.S2-2.8 Contract ManagementA. The Customer’s Contact and the Supplier’s Contact shall liaise on a regular basis toaddress any issues arising which may impact on the performance of this contract and toagree milestones, compliance schedules and operational protocols (“contract managementprotocols”) as required by the Customer from time to time. If requested in writing by theCustomer the Supplier shall meet formally with the Customer to report on progress andshall comply with all written directions of the Customer.B. The Supplier agrees to:i. liaise with and keep the Customer’s Contact fully informed of any matter which mightaffect the observance and performance of the Supplier’s obligations;ii. comply with the reporting arrangements and protocols required by the Customer fromtime to time; andiii. comply with all reasonable directions of the Customeriv. Comply with (a), (b) and (c) as regards contact nominated by the recipient of supply.C. The Customer or its authorised representative may inspect the Supplier’s premises, landsand facilities (or such part of parts thereof relating solely to this contract) with due access torelevant personnel and records upon reasonable notice in writing to ensure compliance withthe terms of this contract. The Supplier shall comply with all reasonable directions of theCustomer thereby arising. The cost of inspection shall be borne by the Customer.S2-2.9 DisputesSubject to clause S2-2.10 (i) and to the Parties’ respective rights to apply to the courts upon anycause of action at any time, the Parties shall seek to resolve any disputes between them, arisingout of or relating in any way to the issues covered by the contract amicably. The Parties may agreeprocedures and protocols for dispute resolution from time to time.S2-2.10 Governing Law, Choice of Jurisdiction and Executioni. This contract shall in all aspects be governed by and construed in accordance with thelaws of Ireland and the Parties hereby agree that the courts of Ireland have exclusivejurisdiction to hear and determine any disputes arising out of or in connection with thiscontract.ii. This contract shall be executed in duplicate and each copy of the contract shall besigned by all the Parties hereto. Each of the Parties to this contract confirms that thiscontract is executed by their duly authorised officers.S2-2.11 NoticesA. Any notice or other communication to be given under this Contract shall either be deliveredpersonally or sent by registered post or email or facsimile transmission. The Parties willfrom time to time agree primary and alternate contact Parties and details for the purposes ofthis clause.26

B. All notices shall be deemed to have been served as follows:i. if personally delivered, at the time of delivery;ii. if posted by registered post at the expiration of 48 hours after the envelopecontaining the same was delivered into the custody of the postal authorities (and notreturned undelivered); andiii. if communicated by email or facsimile transmission at the time of acknowledgementof transmission.S2-2.12 Assignment and Sub-contractAny assignment to a third party, sub-contract or other transfer of a Party’s rights or obligationsunder this contract requires the prior written consent of the other Party. Prior to any suchassignments, the assignee will be obliged to sign an undertaking to comply with all obligationsunder this contract. Any attempted assignment not complied with in the manner prescribed hereinshall be null and void.S2-2.13 Entire AgreementThis Contract constitutes the entire agreement and understanding of the Parties, and any and allother previous agreements, arrangements and understandings (whether written or oral) betweenthe Parties with regard to the subject matter of this contract (save where fraudulently made) arehereby excluded.S2-2.14 SeverabilityIf any term or provision herein is found to be illegal or unenforceable, then such term or provisionshall be deemed severed and all other terms and provisions shall remain in full force and effect.S2-2.15 WaiverNo failure or delay by either Party to exercise any right, power or remedy shall operate as a waiverof it, nor shall any partial exercise preclude further exercise of same or some other right, power orremedy.S2-2.16 Non-exclusivityNothing in this contract shall preclude the Customer from purchasing Natural Gas from a third partyat any time during the currency of the contract.S2-2.17 MediaNo media releases, public announcements or public disclosures relating to this contract or itssubject matter, including but not limited to promotional or marketing material, shall be made by theSupplier without the prior written consent of the Customer.S2-2.18 Conflicts, Registrable Interests and Corrupt Giftsi. The Supplier confirms that it has carried out a conflicts of interest check and is satisfiedthat it has no conflicts in relation to the Goods and its obligations undertaken under this27

contract. The Supplier hereby undertakes to advise the Customer forthwith should anyconflict of interest come to its attention during the currency of this contract and tocomply with the Customer’s directions in respect thereof.ii. Any registrable interest involving the Supplier (and any sub-contractor or agent as thecase may be) and the Ceann Comhairle (Speaker), the Commissioners of Public Worksin Ireland, members of the Government, members of the Oireachtas or their relativesmust be fully disclosed to the Customer immediately upon such information becomingknown to the Supplier (sub-Supplier or agent as the case may be) and to comply withthe Customer’s directions in respect thereof. The terms “registrable interest” and“relative” shall be interpreted as per section 2 of the Ethics in Public Office Act, 1995 (asamended) a copy of which is available on request.iii. The Supplier shall not offer or agree to give any public servant or civil servant any gift orconsideration of any kind as an inducement or reward for doing or forbearing to do orfor having done or forborne to do any action in relation to the obtaining or execution ofthis or any other public contract. Any breach of this clause or the commission of anyoffence by the Supplier, any sub-contractor, agent or employee under the Prevention ofCorruption Acts, 1889 to 2001 shall entitle the Customer to terminate this contractforthwith and to recover the amount of any loss resulting from such cancellation.S2-2.19 Terms and Conditions of Gas SupplyBord Gais Energy Terms and Conditions of Gas Supply will apply with the following exceptions;(2) Price,The trade option terms and conditions will apply to Lots 3 & 4. While Lots 1 & 2 are fixed forthe duration of the contract any variance in price will be solely down to directives aspublished by the CER on use of system.(5) Billing and Payment; and(15) TerminationNPS Terms and Conditions will apply.28

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Appendix 1 Tenderer's Statement[Tenderers shall complete and return the following form of Tender Statement written on theTenderer's headed note paper and signed by the Tenderer]TENDERER STATEMENTTO:RE:National Procurement ServiceThe Supply of Natural GasHaving examined your Request for Quotes (RFQ) including the Instructions to Tenderers,Specifications and Requirements and Evaluation and Award Criteria, we hereby agree and declarethe following:1. We understand the nature and extent of the Natural Gas requirements to be delivered asdescribed in Specifications and Requirement at Part 32. We accept all of the terms and conditions of and agree to execute the Goods Contracts atSchedule 2.3. We accept all the Evaluation and Award Criteria as set out in Part 4.4. We agree to provide the National Procurement Service with the Goods in accordance withthe Request for Quotes and our Tender.5. We confirm that we have complied with all requirements as set out at Part 2 of this RFQ.6. We confirm that all prices quoted in our Tender will remain valid until such time as thecontract is awarded. We also acknowledge that the commodity for Lots 3 and 4 will belocked at a time decided by the NPS once the Standstill Period has expired.7. We acknowledge that the RFQ does not constitute an offer to enter into a contract andneither this document nor any of the information set out therein should be regarded as acommitment or representation on the part of the Contracting Authority or any other personto enter into a contractual arrangement. No commitment of any kind, contractual orotherwise shall exist unless and until a formal written contract has been executed by or onbehalf of the Contracting Authority. The Contracting Authority may, at their absolutediscretion, cancel this Competition at any time prior to a formal written contract beingexecuted by and on behalf of the Contracting Authority.Signature: ......................................................Print Name: ..................................................... (Authorised Signatory)Company: ....................................................Address: ............................................................................................................................................................Date: ....................................................30

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