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PUBLIC POWER CORPORATION S.A.<strong>CALL</strong> <strong>FOR</strong> <strong>TENDERS</strong>INTERNATIONAL <strong>CALL</strong> <strong>FOR</strong> <strong>TENDERS</strong> UNDER THE OPEN PROCEDURE,WITH SEALED <strong>TENDERS</strong> AND AWARD CRITERION THE LOWEST PRICEAMONG ALL TECHNI<strong>CALL</strong>Y ACCEPTABLE OFFERS <strong>FOR</strong> THE SELECTIONOF THE CONSULTANT <strong>FOR</strong> THE PROJECT:“CONSULTING SERVICES <strong>FOR</strong> THE DEVELOPMENT OF PPC’sNATURAL GAS SOURCING STRATEGY”Athens, 07.06.2006


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CONTENTS1. <strong>CALL</strong> <strong>FOR</strong> <strong>TENDERS</strong>2. PROJECT SPECIFICATION3. BIDDING TERMS AND PROCEDURE4. CONTRACT SPECIMEN5. CONFIDENTIALITY AGREEMENT3


PUBLIC POWER CORPORATION S.A.GENERATION MATERIALS – FUEL& PURCHASING DEPARTMENT56, SOLOMOU STR.106 82 ATHENSINQUIRY No:DYKPP-750PROJECT:“CONSULTING SERVICES <strong>FOR</strong> THE DEVELOPMENTOF PPC’s NATURAL GAS SOURCING STRATEGY”Document 1 of 5<strong>CALL</strong> <strong>FOR</strong> <strong>TENDERS</strong>4


PUBLIC POWER CORPORATION S.A.GENERATION MATERIALS – FUEL& PURCHASING DEPARTMENT56, SOLOMOU STR.106 82 ATHENSINQUIRY No: DYKPP-750PROJECT: “CONSULTING SERVICES<strong>FOR</strong> THE DEVELOPMENT OFPPC’s NATURAL GASSOURCING STRATEGY”<strong>CALL</strong> <strong>FOR</strong> <strong>TENDERS</strong>Public Power Corporation S.A. (PPC S.A.), 30, Chalkokondili Street, Athens,GREECE, launches an international Open Procedure Call for Tenders withsealed Tenders, for the selection of a Contractor for the project «CONSULTINGSERVICES <strong>FOR</strong> THE DEVELOPMENT OF PPC’s NATURAL GAS SOURCINGSTRATEGY».The project has an estimated budget of two hundred and fifty thousand EUROS(€ 250.000), plus VAT (if applicable). The above budget does not constitute anupper limit for the tenders.The award criterion shall be the lowest price among all technicallyacceptable offers.ARTICLE 1. Time and Place for Tenders – Responsible Department.1.1. The Department responsible for all issues related to the present Call forTenders is the “Generation Materials - Fuel & Purchasing Department” ofPPC S.A.1.2. All Tenders shall be submitted to the Generation Materials - Fuel andPurchasing Department, at the following address:Public Power Corporation S.A.Generation Materials - Fuel and Purchasing Department56, Solomou Street,106 82 Athens, GREECEPhone numbers: +30-210-3808333 / +30-210-3323767Closing date for the present call for tenders shall be Wednesday, the 5 th ofJuly, 2006 at 11:00 a.m.5


Tenders may be also delivered to the secretariat of the GenerationMaterials – Fuel and Purchasing Department at the same address byregistered mail or by courier by 11:00 a.m. on Wednesday, the 5 th of July,2006; in that case, the participant assumes full responsibility for both thetimely delivery of the tender and the contents thereof.1.3. All tenders must be submitted or mailed in a sealed envelope, bearing thename and the address of the participant and marked as follows:Tender for Inquiry DYKPP-750 / 05.07.2006Project: «CONSULTING SERVICES <strong>FOR</strong> THE DEVELOPMENT OFPPC’S NATURAL GAS SOURCING STRATEGY»ARTICLE 2. Project Summary.2.1. PPC S.A., the largest electric power utility in Greece, is currently thelargest natural gas consumer in the country, using it for power generation.PPC is currently purchasing natural gas from DEPA S.A., a state-ownedcompany, which was so far the only natural gas supplier in Greece.2.2. Following the recent changes in the legal and regulatory frameworkconcerning the liberalization of the natural gas market in Greece, (Law3175/2003, Law 3428/2005, Ministerial Decision 4955/27.3.06), PPC isseeking consulting services for the development of its natural gas sourcingstrategy in the new market environment.ARTICLE 3. Eligibility for Participation.3.1. The present call for tenders is open to all companies, groups ofcompanies, consortia and joint-ventures, having an extensive and soundexperience in natural gas market issues, who have undertaken andsuccessfully completed within the last five (5) years at least two (2)projects bearing significant similarities with the project in question.3.2. A detailed description and record of the above two projects, includingcustomer data (company name, address, phone numbers, person tocontact) shall be included in the offer.ARTICLE 4. Distribution of the present call.4.1. The present Call is available at PPC’s website, (http://www.dei.gr / Call forTenders / Summary’s of Calls of Tender / Call for Tenders fromGeneration Division).4.2. Copies of this Call are also available between 09:00 and 14:00 on workingdays, from the offices of the Generation Materials - Fuel and PurchasingDepartment, at the following address:6


56, Solomou Street (5 th Floor),GR 10682 Athens, GREECEContact Persons: Mr. D. Metikanis (+30-210-3808333)Mr. K. Chronis (+30-210-3827025)7


PUBLIC POWER CORPORATION S.A.GENERATION MATERIALS – FUEL& PURCHASING DEPARTMENT56, SOLOMOU STR.106 82 ATHENSINQUIRY No:DYKPP-750PROJECT:“CONSULTING SERVICES <strong>FOR</strong> THE DEVELOPMENTOF PPC’s NATURAL GAS SOURCING STRATEGY”Document 2 of 5PROJECT SPECIFICATION8


PUBLIC POWER CORPORATION S.A.GENERATION MATERIALS – FUEL& PURCHASING DEPARTMENT56, SOLOMOU STR.106 82 ATHENSINQUIRY No: DYKPP-750PROJECT: “CONSULTING SERVICES<strong>FOR</strong> THE DEVELOPMENT OFPPC’s NATURAL GASSOURCING STRATEGY”PROJECT SPECIFICATIONARTICLE 1. Introduction and Background.1.1. Public Power Corporation S.A. is currently the largest electricity powerutility in Greece. Its portfolio includes Thermal Power Plants running onlignite, fuel oil and natural gas, as well as Hydro Plants and Power Plantsusing Renewable Energy Sources.1.2. Since 1997, when natural gas was introduced, PPC has always been andis still the main large natural gas consumer in Greece, having a share ofabout 65% of the total natural gas consumption in the country.Generation from natural gas accounts for about 15% of the company’stotal installed generation capacity in mainland Greece and for about 17%of it’s total generation output. The importance of natural gas as a fuel forpower generation is expected to increase in the next few years, followingthe construction of at least three new, natural-gas-fired power plants.1.3. So far, DEPA S.A., a state-owned company, was the only natural gassupplier in Greece. PPC is still purchasing natural gas from DEPA S.A. byforce of a long-term supply contract.1.4. Following the recent changes in the legal and regulatory frameworkconcerning the liberalization of the natural gas market in Greece, (Law3175/2003, Law 3428/2005, Ministerial Decision 4955/27.3.06), PPC is anEligible Customer, as regards the natural gas market, having the right toselect its own natural gas supplier (DEPA S.A. or any other supplier thatmight enter the market) or import natural gas on its own to cover its needs.1.5. Taking into account the above, PPC is now focusing on developing a newnatural gas sourcing strategy and seeks consulting services fromconsulting companies experienced in liberalized natural gas marketissues.9


ARTICLE 2. Scope of work.The Consultant shall undertake the timely, complete, economical and inaccordance with the current state of the art execution of the Project:«Consulting Services for the development of PPC’s natural gas sourcingstrategy».The services to be rendered by the Consultant are described as follows:2.1. European Experience - Benchmarking.The gas market liberalization in other European countries, following theenforcement of EU Directives 1998/30 and 2003/55 shall be reviewed.Emphasis shall be given to:- Countries having similarities to Greece as regards their natural gasnetwork structure as well as their natural gas markets.- Problems associated with the transition to a liberalized gas market.- Experience from the cases of Power Companies switching fromoperation under monopoly gas-market structures to liberalized gasmarkets.- Natural gas sourcing strategies of Power companies operating underliberalized gas market conditions.2.2. New Legal and Regulatory Framework for the operation of the naturalgas market in Greece – Anticipated impact on the operation of PPC.The existing legal and regulatory framework for the operation of the naturalgas market in Greece shall be reviewed in the context of its impact on theoperation of PPC. Emphasis shall be given to:- The anticipated transition of the Greek natural gas market towardsliberalization.- Points of interest for PPC as regards the regulatory framework for theoperation of the liberalized gas market that is still under development,suggesting possible actions.- Market opportunities under the new conditions.- Assessment of potential risks / implications.- The identification and assessment of potential alternative approachesregarding the natural-gas-supply strategy of PPC under the newmarket conditions.2.3. Existing Natural-Gas-Supply Contract between PPC and DEPA.The terms of existing contract between PPC and DEPA and the DraftContract Proposed by DEPA shall be reviewed regarding:- Their compatibility with the new legal and regulatory framework for theliberalization of the natural gas market.- The possibility / need for modification / adaptation of said terms to therequirements of the new legal framework for the liberalization of thegas market.10


2.4. Gas sourcing strategy.Focusing on the reduction of natural gas cost while maintaining thesecurity of supply, the following options, regarding the Client’s natural gassourcing strategy, shall be reviewed and evaluated:- Purchasing of natural gas from DEPA by means of a renegotiatedcontract. In that context the terms in the latest version of the “DraftNatural Gas Supply Contract for Power Producers” proposed by DEPAshall be reviewed and evaluated.- Purchasing of natural gas from other potential suppliers operating inthe Greek market (includes a preliminary market survey, nationaland/or international, as applicable).- Importing of natural gas by PPC itself.- Potential combinations of the above options.Following the above presentation and review of the available options, themost suitable gas sourcing strategy shall be proposed to PPC.2.5. Strategy Implementation.Action plan and procedures for the implementation of the proposed gassourcing strategy including but not limited to the following:- Support for the renegotiation of the existing Contract with DEPA.- Recommended procedures for evaluation / decision making.- Recommended procedures for contracting the supply of natural gas(e.g. call for tenders, call for the expression of interest, negotiationsetc.)All of the above shall be elaborated in further detail in the technical proposals tobe submitted.Note 1: The technical proposal of the successful Consultant shall constituteAppendix A of the contract to be signed, comprising an integral part thereof.Note 2: All texts pertaining to the Greek legal and regulatory framework for thenatural gas market, the existing Contract between PPC S.A. and DEPA S.A.,the Draft Contract proposed by DEPA S.A. etc. are available only in the Greeklanguage.ARTICLE 3. Deliverables – Milestones.The work of the Consultant shall be summarized and submitted to the Client intwo reports, as follows:11


- «Project Report – Milestone #1» shall include all findings / discussion /recommendations pertaining to the items in subparagraphs 2.1, 2.2 and2.3 of the present document.- «Project Report – Milestone #2» shall include all findings / discussion /recommendations pertaining to the items in subparagraphs 2.4 and 2.5 ofthe present document.All reports shall be fully substantiated on the basis of data and / or facts;recommendations shall be backed up by explicit reasoning and presentation ofthe logic applicable.ARTICLE 4. Project deadlines.Project deadlines shall be based on the report grouping scheme used inARTICLE 3, above, as follows:- Delivery of «Project Report – Milestone #1»: two (2) months after the dateof contract enforcement.- Delivery of «Project Report – Milestone #2»: three (3) months after thedate of contract enforcement.12


PUBLIC POWER CORPORATION S.A.GENERATION MATERIALS – FUEL& PURCHASING DEPARTMENT56, SOLOMOU STR.106 82 ATHENSINQUIRY No:DYKPP-750PROJECT:“CONSULTING SERVICES <strong>FOR</strong> THE DEVELOPMENTOF PPC’s NATURAL GAS SOURCING STRATEGY”Document 3 of 5BIDDING TERMS AND PROCEDURES13


PUBLIC POWER CORPORATION S.A.GENERATION MATERIALS – FUEL& PURCHASING DEPARTMENT56, SOLOMOU STR.106 82 ATHENSINQUIRY No: DYKPP-750PROJECT: “CONSULTING SERVICES<strong>FOR</strong> THE DEVELOPMENT OFPPC’s NATURAL GASSOURCING STRATEGY”BIDDING TERMS AND PROCEDURESARTICLE 1. Parts and Documents of Inquiry.1.1. The present Inquiry comprises all of and only the following Parts(Documents):- Call for Tenders (Document 1 of 5)- Project Specification (Document 2 of 5)- Bidding Terms and Procedures (Document 3 of 5)- Contract Specimen (Document 4 of 5)- Confidentiality Agreement Specimen (Document 5 of 5)ARTICLE 2. Budget of the Project – Award Criterion.2.1. The project has an estimated budget of two hundred and fifty thousandEUROS (€ 250.000), plus VAT (if applicable). The above budget does notconstitute an upper limit for the Tenders.2.2. All Bidders are required to provide, in their financial proposal the lump-sumfor the total project cost, as it is elaborated in detail in their technicaloffers. The amount offered shall be inclusive of all cost elementsnecessary for the implementation of the project, including but not limited toall direct and indirect taxes and duties in connection with the performanceof services by the Consultant or imposed by any law. Said amount shallnot include VAT, if applicable; VAT shall be covered by PPC.2.3. No breakdown of the total cost by project task or type of service isrequired; in case such a breakdown is included in the offer, it shall have noeffect on the contract structure and payment procedures, as they arespecified in the «Contract Specimen» (Document 4 of 5) of the presentInquiry.14


2.4. The award criterion shall be the lowest price among all technicallyacceptable offers.2.5. All prices offered shall be indicated exclusively in Euro; any offersindicating prices in any other currency or including any dependence of theprices offered in Euro to the rate between Euro and any other currencyshall be rejected.2.6. No price readjustment will be accepted.2.7. Counter-offers shall in no case be accepted.ARTICLE 3. Validity of Tenders.All Tenders shall explicitly indicate that they are valid and binding for the Bidderfor a time period of sixty (60) days, starting the next day from the deadline forsubmission of Tenders. Tenders setting a shorter period of validity areconsidered unacceptable and thus shall be unquestionably rejected.ARTICLE 4. Preparation of Tenders.4.1. All tenders shall be submitted in two (2) original copy, duly signed on allpages.4.2. All tenders shall be submitted only in the Greek or the English language.Any documents / certificates pertaining to the Consultant’s status and/orvalidation, issued in any other language by the authorities of the country,in which the Consultant is established, must be accompanied by a dulycertified translation into the English Language.4.3. All tenders shall be submitted in one (1) sealed envelope, named“TENDER ENVELOPE”, bearing the name and the address of theparticipant and marked as follows:Tender for Inquiry DYKPP-750 / 05.07.2006Project: «CONSULTING SERVICES <strong>FOR</strong> THE DEVELOPMENT OFPPC’s NATURAL GAS SOURCING STRATEGY»4.4. Each Tender Envelope shall include the following:4.4.1.4.4.2.4.4.3.Declaration of unreserved acceptance of all Terms and Conditions setforth by PPC for the present Call for Tenders, according to the specimen24.13.a attached hereto.Declaration of acceptance of the validity term of the bids set forth inARTICLE 3 hereinabove, prepared according to specimen 24.14.1attached hereto.Declaration of Joint responsibility of the firms – members in case of a bidsubmitted by a consortium, prepared according to specimen 21.18.1aattached hereto.15


4.4.4.4.4.5.4.4.6.4.4.7.4.4.8.4.4.9.4.4.10.4.4.11.4.4.12.Bidder’s Identification Sheet, bearing information as to the corporatename, organization, address, contact numbers etc. as well as theBidder’s legal status and VAT number.Certificate issued by the competent administrative or legal Authoritiesestablishing that the Bidder is not in a situation of bankruptcy, liquidation,compulsory administration of property (escrow proceedings), undercomposition in bankruptcy or in any analogous situation and additionallythat there he has not been the subject of bankruptcy proceedings,liquidation proceedings, or any court decision for commencing escrowproceedings or composition in bankruptcy proceedings or pendingproceedings for any analogous situation.Decision by the Board of Directors or of equivalent competentadministrative body of the Bidder for:• Approval of participation in this Call.• Approval of participation in the specific group / consortium / jointventure(if applicable)• The appointment of a legal representative.• The acceptance of joint responsibility of all partners of the group /consortium / joint-venture (if applicable) and of their percentage in it.Proof of Bidder’s legal existence and status (such as Articles ofAssociation).Certificate of enrolment, as prescribed in his country of establishment, inthe relevant professional or trade registers.A detailed description of Bidder’s past experience, especially referenceson previous experience in consulting on the subject of this project.Detailed description and record of the two (2) projects, bearingsignificant similarities with the project in question, which the Bidder hasundertaken and successfully completed within the last five (5) years andwhich the Bidder shall use to meet the requirement set forth by thepresent Call for Tenders regarding the eligibility for Participation in theTender, according to paragraph 3.1 of the Document “Call for Tenders”.In particular, for each of the above projects, the following shall beincluded in the offer:• Name and Address of Client.• Contact Person(s), incl. phone numbers.• Detailed description of the project task(s) undertaken.• The role assumed by the Bidder.The technical proposal for the project of the present Call for Tenders,prepared according to the provisions in paragraph 4.5 herein below.A separate, sealed Envelope, bearing the name and the address ofthe participant and marked as follows:Tender for Inquiry DYKPP-750 / 05.07.200616


Project: «CONSULTING SERVICES <strong>FOR</strong> THE DEVELOPMENT OFPPC’s NATURAL GAS SOURCING STRATEGY»FINANCIAL OFFERThe above sealed envelope shall contain the financial offer of theBidder, prepared according to the provisions of ARTICLE 2hereinabove.4.5. Preparation of the Technical Proposal: The technical proposal of thetender shall include information and implementation description for thefollowing:4.5.1.4.5.2.4.5.3.4.5.4.4.5.5.A presentation of the understanding by the Consultant of the problemand the general methodological approach he proposes to follow.A description of the services to be offered by task, as envisaged by theConsultant, the corresponding methodology, and the proposedconsultation and reporting requirements.Timetable of the project and deadlines for the deliverables, according tothe terms of the present Call.Detailed description of the organogram to be established for themanagement of the Project. Detailed proposed time schedule and projectorganization including assignment of person(s) to each project task withmentioning of man-hours (man-days, man-months) per person and task.Detailed CVs of personnel committed to work for the project, withemphasis on experience relevant to their work on this project.ARTICLE 5. Submission of Tenders.5.1. Proceedings concerning the submission, opening and evaluation of Offersfor the present Call for Tenders will be conducted by an EvaluationCommittee, appointed by PPC for the present Call of Tenders.5.2. Closing date for the present Call for Tenders shall be Wednesday, the 5thof July, 2006 at 11:00 a.m.5.3. All Tenders may be either submitted in person within the last fifteen (15)minutes prior to the expiration of the above closing date or mailed in duetime to be registered by the aforementioned closing date and time in theGeneration Materials - Fuel and Purchasing Department secretariat, at thefollowing address:Public Power Corporation S.A.Generation Materials - Fuel and Purchasing Department56, Solomou Street,106 82 Athens, GREECEPhone numbers: +30-210-3808333 / +30-210-332376717


ARTICLE 6. Unsealing and Evaluation of Tenders.6.1. Unsealing of the Tenders will take place in the premises of GenerationMaterials - Fuel and Purchasing Department of PPC, at the address andtime specified in paragraph 5.2 above.6.2. On the closing date and time the Evaluation Committee shall proceed withunsealing of all Tenders (stage A). The Envelopes marked as “FINANCIALOFFER” shall remain sealed.6.3. The contents of each of the Tenders shall be checked against theprovisions of ARTICLE 4 hereinabove, and the Evaluation Committee shalldetermine which of the tenders shall be declared as “formally accepted”.6.4. Technical evaluation shall be made only for tenders that are declared as“formally accepted” as well as for those that were initially declared as“formally not accepted” but were subsequently vindicated by objection.Technical evaluation shall include, without, however, being limited to thefollowing:• The data submitted regarding the two (2) projects, bearing significantsimilarities with the project in question, which the Bidder uses to meetthe requirement set forth by the present Call for Tenders regarding theeligibility for Participation in the Tender, according to paragraph 3.1 ofthe Document “Call for Tenders”. The similarity between those twoprojects and the project in question as well as the role assumed by theBidder shall be assessed.• The Technical Proposal itself. The understanding by the Consultant ofthe problem of the project in question, the general methodologicalapproach he proposes to follow and the integrity of the technicalproposal (project management, timetable proposed, personnelassignment etc.) shall be assessed.According to the results of the technical evaluation procedure, theEvaluation Committee shall classify the Tenders as either “TechnicallyAccepted” or “Technically Not Accepted”.6.5. Thereafter, the Evaluation Committee shall proceed with unsealing (stageB) the separate envelopes marked “FINANCIAL OFFER” of all technicallyaccepted Tenders (either initially accepted or accepted following the trial ofa relevant objection). All Bidders, whose Tenders were classified as“Technically accepted” shall be officially notified about the date and time ofunsealing the “Financial Offers”. Further down, the Evaluation Committeeshall examine the presence and adequacy of the economic elements,according to the provisions of paragraph 4.4.12 hereinabove and shalldeem the Tenders as “formally accepted” or “formally not accepted”.6.6. Economic evaluation concerns only the bids which during stage B ofunsealing were declared as “formally accepted”.ARTICLE 7. Objection Procedures.18


7.1. Objections against "Formally not accepted" bids:7.1.1.7.1.2.7.1.3.It is the responsibility of PPC’s competent administrative body to makeknown in writing by a registered letter or telex or fax to all Bidders, whosebid was declared "Formally not accepted" by the "Evaluation Committee"the reasons for their rejection. This notification can also be made by asigned declaration of the bidders or their representatives over their offerthat they were informed about the reasons for which their offer wasdeclared as "Formally not accepted".Only the bidders in question are entitled to submit in writing a relevantobjection and only for the reasons of the rejection of their offer within adeadline of two (2) working days from the day they were notified aboutsaid rejection. The objection will be addressed to the "EvaluationCommittee".The final and irrevocable judgment over the objections will be given byPPC’s Competent Administrative Body. It is the responsibility of saidPPC’s Competent Administrative Body to notify the Bidders, who havesubmitted objection, on the final and irrevocable judgment of saidobjection.7.2. Objections against Bids declared "Technically not accepted":7.2.1.7.2.2.7.2.3.7.2.4.It is the responsibility of PPC’s competent administrative body to makeknown in writing by a registered letter or telex or fax simultaneously to allbidders whose bid was declared "Technically Not accepted" by the"Evaluation Committee" the reasons of their rejection.Only the bidders in question are entitled to submit in writing a relevantobjection and only for the reasons of the rejection of their offer within adeadline of two (2) working days from the day they were notified aboutsaid rejection. The objection will be addressed to the "EvaluationCommittee".The final and irrevocable judgment over the objections will be given byPPC’s Competent Administrative Body. It is the responsibility of saidPPC’s Competent Administrative Body to notify the Bidders, who havesubmitted objection, on the final and irrevocable judgment of saidobjection.The above notification shall be made prior to unsealing the “financialoffer”.7.3. All objections result in suspending the course of procedures related withthe present Call for Tenders until a final judgment has been reached bythe PPC’s competent administrative body.7.4. Any objections or claims other than the above shall not have any effect inthe course of procedures related with the present Call of Tenders. Suchobjections or claims shall be presented to PPC’s award body at the time ofreaching the decision for the award of the contract.ARTICLE 8. Contract Award.19


8.1. The Bid is not finalized prior to the approval of its result by PPC’scompetent administrative body. The decision of approval includes anyeventual improvements of the offer accepted by the successful Bidder.8.2. The award of the Project is notified to the Contractor by letter inviting himto proceed with the conclusion and signing of the Contract within 15 days.The Contractor in case of a Group is obliged in order to sign the Contractto be converted to a Joint Venture of Article 2 of Decree-Law 186/92 as itapplies. If Contractor does not appear within the above time limit theCorporation is entitled to declare him forfeited.8.3. In the case of a consortium, the award shall be made in the names of allthe Members of the Group; in that a clause shall be included in theContract Agreement providing that the members of the Consortium arefully responsible against P.P.C., jointly and severally, concerning thefulfilment of their obligations, resulting from the Contract Agreement.8.4. PPC reserves the right to cancel the procedure initiated by the presentCall for Tenders according to the following:8.4.1.8.4.2.8.4.3.8.4.4.In case of breach of the rules of the procedure, if the result of theProcedure is influenced by such a breach.In case the result of the Procedure is considered justifiably notsatisfactory for the Corporation.In case competition was inadequate, or if there is serious evidence thatthere has been an agreement between the Bidders to avoid realcompetition.In case there have been essential changes in the needs of theCorporation.8.5. The Contract shall be drawn up according to the “Contract Specimen”included in the present Call for Tenders (Document 4 of 5).ARTICLE 9.PPC’s Reservations and Rights9.1. By participating in the present Bid a Bidder unreservedly declares that heis fully aware of the terms as well as of all the data and parts of theInquiry.9.2. PPC reserves the right to postpone the closing date of the present Call forTenders or to modify any part of the Inquiry. These modifications shall beincluded in Supplement(s) to the Inquiry, the issue of which shall beofficially announced.9.3. PPC shall in no case be responsible or liable to indemnify Bidders for anyexpense or cost Bidders may have sustained for the preparation andsubmission of their offer, particularly in case their offer is not accepted orthe Procedure is cancelled or postponed or transferred at any stage andtime and for any reason or cause thereof. Consequently, those whoparticipate in the present Bid and submit the offer, independently of20


whether they have been finally accepted or not, do not acquire any right atall against PPC from this Inquiry and their participation to the Bid.9.4. Any Tender, submitted according to the terms of the present Inquiry, isconsidered as proposal to PPC and not as an acceptance of PPC’sproposal.9.5. No Bidder is entitled to invoke any omissions in the submission of the offeror in signing of any document in order to be exempted from or diminish hisliabilities.9.6. The terms and restrictions concerning the submission of offers are toPPC’s benefit, which has the right to waive them, without such an actionhowever providing any right to the Bidders or any other third parties.ATTACHMENTS HERETO:- Specimen 24.13.a- Specimen 24.14.1- Specimen 21.18.1.a21


SPECIMEN 24.13αDECLARATION OF ACCEPTANCEOF THE BIDDING AND CONTRACTING TERMSThe ……………………………………………………………………….. hereinbelowsigned................................................................................................................. ,lawfully representing the Firm ................................... .........................................,bidding against Public Power Corporation’s Inquiry No.............. declare that Itook cognizance of all Bidding and Contracting Terms enunciated in therespective Inquiry, I studied and accept same irrevocably and unreservedly inthe name of said firm.Signature.....................................Date.............................................22


SPECIMEN 24.14.1BIDDER’S ACCEPTANCE OF THE VALIDITY OF THE BIDS STATEMENTThe ……………………………………………………………………….. hereinbelowsigned..........................................................................................................., dulyrepresenting the Firm .....................................................................................................................................................................................................................,bidding against Public Power Corporation’s Inquiry No.............., declare that Iaccept irrevocably and unreservedly that the Bid No............ of this Firm to theabove Inquiry is valid for.................(*) calendar days, according to theprovisions in Article 3 of the Document “Bidding Terms and Procedures.Signature.....................................Date.............................................(*) The number of calendar days ,not less than sixty (60) is to be inserted herein figures and words.23


SPECIMEN 21.18.1aAthens, .....................................TO:PUBLIC POWER CORPORATION............................................................................................................GREECECONSORTIUM........................................................................................................................................D E C L A R A T I O NThe undersigned representatives of the Firms ..........................……......................................................., ……………………………………………...……………………………………, ………………………………………………………………………………, ………………………………………………………..........................................................................................................................participating as a Consortium in the Inquiry No...................for the………………………………………………………………………………………..Declarethat the members of the Consortium are fully responsible against P.P.C.,,jointly and severally, concerning the fulfillment of their obligations, whichresult from their Bid for the above Inquiry.On behalf ofOn behalf of............................................... ................................................24


PUBLIC POWER CORPORATION S.A.GENERATION MATERIALS – FUEL& PURCHASING DEPARTMENT56, SOLOMOU STR.106 82 ATHENSINQUIRY No:DYKPP-750PROJECT:“CONSULTING SERVICES <strong>FOR</strong> THE DEVELOPMENTOF PPC’s NATURAL GAS SOURCING STRATEGY”Document 4 of 5CONTRACT SPECIMEN25


PUBLIC POWER CORPORATION S.A.GENERATION MATERIALS – FUEL& PURCHASING DEPARTMENT56, SOLOMOU STR.,106 82 ATHENSINQUIRY No: DYKPP-750PROJECT: “CONSULTING SERVICES<strong>FOR</strong> THE DEVELOPMENT OFPPC’s NATURAL GASSOURCING STRATEGY”CONTRACT SPECIMENCONTRACT: No ……………PROJECT : “CONSULTING SERVICES<strong>FOR</strong> THE DEVELOPMENT OFPPC’s NATURAL GASSOURCING STRATEGY”In Athens today, ..................................... , between the contracting partiesherein, on the one hand the Public Power Corporation, (hereinafter called“Client” or “Corporation” or “PPC”), having its registered office in Athens, 30Chalkokondyli Street, legally represented by Mr. Laz. Karalazos, Director ofGENERATION MATERIALS – FUEL & PURCHASING DEPARTMENT and onthe other hand …………………………………………, (hereinafter called“Consultant” or “Contractor”) having its registered office in ……………………,legally represented herein by Mr. ........................................................, thefollowing have been agreed upon and accepted without reservations:26


ARTICLE 1. GENERAL PROVISIONS.1.1. Language.This Contract has been executed in the English language which shall bethe binding and controlling language for all matters relating to the meaningor interpretation of this Contract.All further communication between the parties as well as all reports relatedto this contract shall be executed and / or delivered in the Englishlanguage.All texts pertaining to the Greek legal and regulatory framework for thenatural gas market, the existing Contract between PPC S.A. and DEPAS.A., the Draft Contract proposed by DEPA S.A as well as any other textsthat are available only in the Greek language and that are required for thepurpose of performing the scope of work of this contract, shall befurnished by PPC to the Contractor in the Greek language.1.2. Relation between the PartiesNothing contained herein shall be construed as establishing a relation ofmaster and servant or of agent and principal as between the Client andthe Contractor. The Contractor subject to this Contract, has completecharge of Personnel performing the Services and shall be fully responsiblefor the Services performed by it or on its behalf hereunder1.3. NoticesAny notice, request or consent required or permitted to be given or madepursuant to this Contract shall be in writing. Any such notice, request orconsent shall be deemed to have been given or made when delivered inperson to an authorized representative of the Party to whom thecommunication is addressed, or when sent by registered mail, e-mail orfax to such Party at the following address :For the Client :PUBLIC POWER CORPORATION S.A.GENERATION MATERIALS – FUEL & PURCHASING DEPARTMENT56, SOLOMOU STR.,106 82 ATHENSGREECETel.: 0030 210 38 05 517Fax: 0030 210 33 23 761e-mail: ppcfuel1@tellas.grFor the Contractor :………………………………….Address: ……………………..Tel.: …….Fax: …….e-mail: ……27


In case of e-mail or fax transmission, such notice request or consent shallbe deemed to have been delivered if a correct answer back ortransmission okay message has been received and the relevant messagehas been sent by mail simultaneously.1.4. Authorised RepresentativesAny action required or permitted to be taken, and any document requiredor permitted to be executed, under this Contract by the Client or theConsultant may be taken or executed by the officials specified hereafter:For the Client :Name: ………………………Address: ……………………..Tel.: …….Fax: …….e-mail: ……For the Contractor :Name: ………………………Address: ……………………..Tel.: …….Fax: …….e-mail: ……ARTICLE 2. OBJECT OF THE CONTRACTThe Consultant shall undertake the timely, complete, economical and inaccordance with the current state of the art execution of the Project:«Consulting Services for the development of PPC’s natural gas sourcingstrategy».The services to be rendered by the Consultant are described as follows:2.1. European Experience - Benchmarking.The gas market liberalization in other European countries, following theenforcement of EU Directives 1998/30 and 2003/55 shall be reviewed.Emphasis shall be given to:- Countries having similarities to Greece as regards their natural gasnetwork structure as well as their natural gas markets.- Problems associated with the transition to a liberalized gas market.28


- Experience from the cases of Power Companies switching fromoperation under monopoly gas-market structures to liberalized gasmarkets.- Natural gas sourcing strategies of Power companies operating underliberalized gas market conditions.2.2. New Legal and Regulatory Framework for the operation of the naturalgas market in Greece – Anticipated impact on the operation of PPC.The existing legal and regulatory framework for the operation of the naturalgas market in Greece shall be reviewed in the context of its impact on theoperation of PPC. Emphasis shall be given to:- The anticipated transition of the Greek natural gas market towardsliberalization.- Points of interest for PPC as regards the regulatory framework for theoperation of the liberalized gas market that is still under development,suggesting possible actions.- Market opportunities under the new conditions.- Assessment of potential risks / implications.- The identification and assessment of potential alternative approachesregarding the natural-gas-supply strategy of PPC under the newmarket conditions.2.3. Existing Natural-Gas-Supply Contract between PPC and DEPA.The terms of existing contract between PPC and DEPA and the DraftContract Proposed by DEPA shall be reviewed regarding:- Their compatibility with the new legal and regulatory framework for theliberalization of the natural gas market.- The possibility / need for modification / adaptation of said terms to therequirements of the new legal framework for the liberalization of thegas market.2.4. Gas sourcing strategy.Focusing on the reduction of natural gas cost while maintaining thesecurity of supply, the following options, regarding the Client’s natural gassourcing strategy, shall be reviewed and evaluated:- Purchasing of natural gas from DEPA by means of a renegotiatedcontract. In that context the terms in the latest version of the “DraftNatural Gas Supply Contract for Power Producers” proposed by DEPAshall be reviewed and evaluated.- Purchasing of natural gas from other potential suppliers operating inthe Greek market (includes a preliminary market survey, nationaland/or international, as applicable).- Importing of natural gas by PPC itself.- Potential combinations of the above options.29


Following the above presentation and review of the available options, themost suitable gas sourcing strategy shall be proposed to PPC.2.5. Strategy Implementation.Action plan and procedures for the implementation of the proposed gassourcing strategy including but not limited to the following:- Support for the renegotiation of the existing Contract with DEPA.- Recommended procedures for evaluation / decision making.- Recommended procedures for contracting the supply of natural gas(e.g. call for tenders, call for the expression of interest, negotiationsetc.)All the above are elaborated in further detail in the technical proposal submittedby the Contractor for the inquiry DYKPP-750 and is included, as Appendix A, inthis Contract comprising an integral part thereof.ARTICLE 3. CONSULTANT’S PERSONNEL3.1. Description of PersonnelThe titles, agreed job descriptions, minimum qualifications, and estimatedperiods of engagement in the carrying out of the Services of theConsultant’s Key Personnel are described in Appendix A. The KeyPersonnel listed by title as well as by name in Appendix A are herebyapproved by the Client. The Contractor is solely responsible in connectionwith, and toward, his employees, and shall arrange and provide for theirinsurance.3.2. Removal and/or Replacement of Personnela) Except as the Client may otherwise agree, no changes shall be made inthe Key Personnel. If, for any reason beyond the reasonable control ofthe Consultant, it becomes necessary to replace any of the KeyPersonnel, the Consultant shall provide as a replacement a person ofequivalent or better qualifications.b) The Consultant shall have no claim for additional costs arising out of orincidental to any removal and/or replacement of Personnel.ARTICLE 4. DELIVERABLES AND TIME SCHEDULE4.1. The work of the Consultant shall be summarized and submitted to theClient in two reports, as follows:- «Project Report – Milestone #1» shall include all findings / discussion /recommendations pertaining to the items in subparagraphs 2.1, 2.2and 2.3 of the present contract.- «Project Report – Milestone #2» shall include all findings / discussion/ recommendations pertaining to the items in subparagraphs 2.4 and2.5 of the present contract.30


All reports shall be fully substantiated on the basis of data and / or facts;recommendations shall be backed up by explicit reasoning andpresentation of the logic applicable.4.2. The deadlines for submission of the above reports to the Client are setforth as follows:- Delivery of «Project Report – Milestone #1»: two (2) months after thedate of contract enforcement.- Delivery of «Project Report – Milestone #2»: three (3) months after thedate of contract enforcement.ARTICLE 5. OBLIGATIONS OF THE CONSULTANT5.1. General.a. The Consultant shall perform the Services and carry out theirobligations with all due diligence, efficiency, and economy, inaccordance with generally accepted professional techniques andpractices, and shall observe sound management practices, and employappropriate advance technology and safe methods.b. Consultant and Client will cooperate on a continuous basis during theexecution of the Contract and Consultant shall make available to theClient any and all interim reports and documents for review prior tofinalization of each of the items (tasks). Project meetings will take placeat the premises of the Client.c. In the event that Services are not performed in accordance with theContract, the Client shall give substantiated notice of the same to theConsultant. The Consultant shall, upon receipt of such notice, forthwithre-perform such Services in accordance with the Contract and at itsown cost.d. The Parties agree that in the event of any re-performance of Servicesby the Consultant pursuant to Article 5. para. 1.c., any resultantextension of time shall be kept to a minimum and that the Consultantshall not be entitled to claim any escalation for Services delayed as aresult of such re-performance.5.2. Conflict of Interests.Neither the Consultant nor the Personnel thereof shall engage, eitherdirectly or indirectly, during the term of this Contract, in any business orprofessional activities in the Client’s country, which would cause them toviolate the terms of this Contract5.3. Confidentiality.The Parties, in addition to the present contract have also concluded andsigned a “Confidentiality Agreement”, the provisions of which shall beapplicable to all and any information provided by PPC to the Contractorpertaining to the work of this contract.31


5.4. Consultant’s Actions Requiring Client’s Prior ApprovalThe Consultant shall obtain the Client’s prior approval in writing beforeappointing such members of the Personnel not listed by name in AppendixA.5.5. Reporting ObligationsThe Consultant shall submit to the Client the reports and documentsspecified in the Contract in the form, in the numbers, and within theperiods set forth in the said Contract.5.6. Documents Prepared by the Consultant to Be the Property of theClientAll reports and other documents and software submitted by the Consultantin accordance with the Contract shall become and remain the property ofthe Client, and the Consultant shall, not later than upon termination orexpiration of this Contract, deliver all such documents and software to theClient, together with a detailed inventory thereof. The Consultant mayretain a copy of such documents and software but shall not use thesedocuments for purposes unrelated to this Contract without the prior writtenapproval of the Client.ARTICLE 6. OBLIGATIONS OF THE CLIENT6.1. Assistance.The Client will provide the Contractor with any reasonable assistancerequired in Greece (services, facilities etc.).6.2. Documents.The Client will make available to the Contractor the following:• The existing Contract between PPC and DEPA concerning the supplyof natural gas (in the Greek language).• The Draft Contract, proposed by DEPA, concerning the supply ofnatural gas to Power Companies (in the Greek language).• All texts of legal and regulatory framework, either final or underpreparation, that PPC has in its possession (in the Greek language).• Any additional data and/or documents that might be deemed by bothparties to be necessary for conducting the work associated with thiscontract, provided that such data are in the possession and disposal ofthe Client.6.3. PaymentIn consideration of the Services performed by the Contractor under thisContract, the Client shall make to the Contractor such payments and insuch manner as it is provided by Articles 7 and 8 of this Contract.32


ARTICLE 7. CONTRACT PRICE7.1. The Contract Price of the Project, excluding VAT, amounts to:…………………… Euro(…………………………………………………….. Euro)7.2. Remuneration will be paid to the Consultant in their full and completecompensation, including all kinds of costs created in relation to theexecution of the Contract. The Contract Price is constant and is notsubject to any kind of escalation or readjustment.ARTICLE 8. MODE OF PAYMENT8.1. Payments to the Contractor are due for services rendered when theservices have been performed according to this Contract satisfactorily, asverified by the Generation Materials - Fuel and Purchasing Department ofPPC.8.2. Lump sum payments will be made to the account of the Consultant andaccording to the following payment schedule:- 40 % of the Contract Price amount shall be paid upon approval of theProject Report – Milestone #1.- 60 % of the Contract Price amount shall be paid upon the completionof the project and the approval of the Project Report – Milestone #2.«Approval» as used in this contract shall be limited to ensuring that theservices where satisfactorily performed in accordance with the terms ofthis contract. Approval will be given by the authorised representatives ofPPC in writing within 10 working days from date of submission.8.3. Payments shall be made only upon submission of invoices and any othersupporting documents required under this Contract and the ApplicableLaw to the address stated in the Contract. The Contractor shall submitinvoices on the basis of the work actually carried out according toparagraph 8.3 and verified according to paragraph 8.1 of this Contract.8.4. In respect of any invoice duly submitted under the terms of this Contract,payment will be done by PPC’s Finance Department at most in two (2)months, after the date of the relevant invoice submittal and its review bythe competent PPC’s Department.ARTICLE 9. TAXES, DUTIES AND OTHER CHARGESThe Consultant and their Personnel shall pay all such taxes, duties, fees, andother impositions as may be levied under the Law, the amount of which isdeemed to have been included in the contract Price.The Consultant and their personnel (either Greek or foreign) shall bear theincome tax and related charges (if any) imposed in Greece by the Greek tax33


authorities in connection with the project and pursuant to the Greek legislationand the bilateral governmental agreements if any. For this purpose the Clientshall apply the retentions provided by the relevant tax laws.Value Added Tax will be born by the Client.ARTICLE 10. DURATION, COMPLETION AND TERMINATION OF THECONTRACT10.1. Commencement of ServicesThe Consultant shall begin carrying out the Services on the………………of ……………….. 2006.10.2. Expiration of ContractUnless terminated earlier pursuant to Clause 10.4, this Contract shall beterminated on ……………………… .10.3. Force Majeurea) Neither PPC nor the Contractor shall be responsible for any failure ordelay in the performance of this Contract caused by Force Majeure.b) The term «Force Majeure» shall mean unavoidable causes beyond thecontrol of, and arising without the fault or negligence of PPC and theContractor and which events could not have been foreseen orprevented, whatever diligence might have been exercised by a diligentand wise party to this Contract, and preventing either party fromperforming its obligations under the present Contract.c) In case either party considers that an event of Force Majeure hastaken place that has rendered it unable to perform its obligations underthis Contract, it must duly and promptly notify the other party of suchan event, and within ten calendars days from the cessation of such anevent, both parties shall mutually decide upon the necessary timeextension.d) It is specifically agreed that causes of Force Majeure, if any, affectingthe performance of this Contract, are acceptable only as causes ofdelay with proportional prolongation of the time schedule and not asbasis for compensating either party, and will not, therefore, constitutecause for payment of any amount due to Force Majeure.e) The Contractor and PPC each reserve the right to terminate thisContract as a result of Force Majeure which exceeds a continuousperiod of three calendar weeks, by giving prior notice in writing to theother party at least two calendar weeks prior to the effective date oftermination. In such a case neither party shall have any claimwhatsoever as a result of the termination and all payments made to theContractor up to the date of termination shall be readjusted inproportion to the work performed.10.4. Termination34


10.4.1. By the Client10.4.2.10.4.3.All the Client’s rights deriving from the other provisions of the Contractbeing reserved, the Client may terminate this Contract, by not less thanten (10) days’ written notice of termination to the Consultant, to be givenafter the occurrence of any of the events specified in paragraphs (a)through (d) of this Clause:a) If the Consultant do not remedy a failure in the performance or theirobligations under the Contract, within ten (10) days after beingnotified or within any further period as the Client may havesubsequently approved in writing;b) If the Consultant become insolvent or bankrupt or if they are putunder forced administration or the Consultant have substitutedthemselves, in whole or in part in the performance of the Contractby any third party.c) If, as the result of Force Majeure, the Consultant are unable toperform a material portion of the Services for a period of not lessthan twenty (20) days; ord) If the Client, in its sole discretion, decides to terminate this Contract.In case of termination pursuant to paragraph (a) of this Clause, theConsultant shall be liable against the Client for any and all directdamages actually sustained by the Client in relation to such terminationof the Contract to the extent caused by the Consultant’s negligence orwilful misfeasance. In no event shall Consultant be responsible for anyindirect, incidental or consequential damages.By the ConsultantThe Consultant may terminate this Contract, by not less than ten (10)days’ written notice to the Client, such notice to be given after theoccurrence of any of the events specified in paragraphs (a) and (b) ofthis Clause:a) If the Client fails to make payments due to the Consultant pursuantto Clause 5 within forty-five (45) days after receiving written noticefrom the Consultant that such payment is overdue; orb) If, as the result of Force Majeure, the Consultant are unable toperform a material portion of the Services for a period of not lessthan twenty (20) days.Payment upon TerminationUpon termination of this Contract pursuant to Clauses 10.4.1. or 10.4.2,the Client shall make the following payments to the Consultant:a) Remuneration pursuant to Articles 7 and 8 of this Contract forServices satisfactorily performed prior to the effective date oftermination in accordance with the terms of this Contract.b) Except in the case of termination pursuant to paragraphs (a) and (b)of Clause 10.4.1, reimbursement of any reasonable cost incident tothe prompt and orderly termination of the Contract taking into35


account any advance payment. Any other claim of the Contractor isexcluded.10.5. SuspensionThe Client may, by written notice of suspension to the Consultant,suspend all subsequent payments to the Consultant hereunder if theConsultant fail to perform any of their obligations under this Contract,including the carrying out of the Services, provided that such notice ofsuspension (i) shall specify the nature of the failure, and (ii) shall requestthe Consultant to remedy such failure within a period not exceeding ten(10) days after receipt by the Consultant of such notice of suspension.ARTICLE 11. LAW OF THE CONTRACT – DISPUTES SETTLEMENT11.1. All disputes and differences, which may arise in connection with theexecution of the CONTRACT during its lifetime, should be settled in anamicable way.11.2. Any claims raised by Contractor must be submitted to PPC within theshortest possible time as from the date of occurrence of the conditionsjustifying the claim, so that PPC may examine the grounds which gave riseto the claim. In any case the claims must be submitted to PPC not laterthan three (3) months as from the above date. Claims submitted after theexpiration of this time limit shall not be considered.11.3. The existence of a difference between the Contracting PARTIES does notprovide the Contractor the right of withholding performances under theCONTRACT.11.4. It is expressly agreed upon, that any dispute, which arises from theimplementation of the Contract and cannot be resolved pursuant to theprovisions thereof, shall be submitted for settlement to the exclusivejurisdiction of the regular Courts of Athens.11.5. The Contract shall be construed under and shall be governed exclusivelyby the laws of the Greek State.ARTICLE 12. OTHER TERMS12.1. It is expressly agreed by the parties herein, that the Contract constitutesthe sole agreement between them, concerning the subject Project and thatall documents, if any, previously exchanged between them, as well as anydiscussions and agreements previously held and concluded betweenthem, of any nature and description, oral or implied, which have not beenset forth in this Contract, are considered void and of no legal effectwhatsoever and they shall not be binding on the parties hereto and shall inno way whatsoever be taken into consideration in the interpretation of theterms of this Contract.36


Any act or activity or operation of Contractor necessary for the completionof the Project has to be in conformity with the requirements of theContract, even if not so specifically stated in the Contract.12.2. It is also expressly agreed upon, that all the provisions of the Contract areequally essential and that any future modification to any of the Contractdocuments shall be made only in writing (by means of Supplements,Change Orders etc.).12.3. Warranty.Contractor makes the following assurances, regarding performances ofthe services pursuant to this Contract :· Careful, complete and expert planning and performance of the work onschedule and in accordance with the state of the art at the time of award ofthe Contract, as well as without defects.· Deliveries and services shall be effected according to the commonlyaccepted technical rules, and in compliance with statutory and officialregulations.· Remedying defects/faults free of charge or by renewed performance. Ifand when Contractor’s efforts fail repeatedly, PPC shall be entitled, at itsoption, to revoke the Contract or to demand a refund of such portion of theremuneration, which will be appropriate under the circumstances.· Handling with complete confidentiality all documents, information and datareceived, as well as the findings obtained.12.4. Liability.Contractor is liable for loss or damage, demonstrably and culpably causedby him.Liability is confined to compensation of the direct loss or damagesustained and is limited to the amount of the Contract price. However,Contractor shall be liable without limitation in case of wilful causing of thedamage.Contractor claims for damage, irrespective of the legal basis, areexcluded.Contractor is not liable for indirect or consequential damage, such as lossof profit, production outages and losses etc.12.5. Good FaithThe Parties undertake to act in good faith with respect to each other’srights under this Contract and to adopt all reasonable measures to ensurethe realization of the objectives of this Contract.12.6. Operation of the Contract.The Parties recognize that it is impractical in this Contract to provide forevery contingency which may arise during the life of the Contract and theParties hereby agree that it is their intention that this Contract shalloperate fairly as between them and without detriment to the interest of37


either of them and that, if during the term of this Contract either Partybelieves that this Contract is operating unfairly, the Parties will use theirbest efforts to agree on such action as may be necessary to remove thecause of causes of such unfairness, but no failure to agree on any actionpursuant to this Clause shall give rise to a dispute subject to provisions inaccordance with Article 12 hereof.ARTICLE 13. DATE OF CONTRACT EN<strong>FOR</strong>CEMENTThis Contract shall come into force on the date the Contract is signed by bothparties.This Contract is signed in two (2) original copies, one for PPC and one forContractor.THE CONTRACTING PARTIES<strong>FOR</strong> CONTRACTOR<strong>FOR</strong> PPC S.A.Attachment: APPENDIX A (Consultant’s Technical Proposal)38


PUBLIC POWER CORPORATION S.A.GENERATION MATERIALS – FUEL& PURCHASING DEPARTMENT56, SOLOMOU STR.106 82 ATHENSCONTRACTPROJECT: No ……………: “CONSULTING SERVICES <strong>FOR</strong> DEVELOPMENT OFPPC’s NATURAL GAS SOURCING STRATEGY”APPENDIX A(To be filled in with the contents of the Consultant’s Technical Proposal,prepared according to the provisions in par. 4.5. of the Document“Bidding Terms and Procedures”)39


PUBLIC POWER CORPORATION S.A.GENERATION MATERIALS – FUEL& PURCHASING DEPARTMENT56, SOLOMOU STR.,106 82 ATHENSINQUIRY No:DYKPP-750PROJECT:“CONSULTING SERVICES <strong>FOR</strong> THE DEVELOPMENTOF PPC’s NATURAL GAS SOURCING STRATEGY”Document 5 of 5CONFIDENTIALITY AGREEMENT40


PUBLIC POWER CORPORATION S.A.GENERATION MATERIALS – FUEL& PURCHASING DEPARTMENT56, SOLOMOU STR.,106 82 ATHENSINQUIRY No: DYKPP-750PROJECT: “CONSULTING SERVICES<strong>FOR</strong> THE DEVELOPMENT OFPPC’s NATURAL GASSOURCING STRATEGY”CONFIDENTIALITY AGREEMENTIn Athens this …………… …….….. day of … ………….. in the year 2006, byand between the contracting parties hereto, on the one hand the sociétéanonyme under the name "Public Power Corporation S. Α." (PPC), having itsregistered office in Athens, 30 Chalkokondyli Street, duly represented for thepurpose of signing this Agreement by ……… ………… ……………...…………… ……………. and on the other ………… ……… …................................... .......... ............. ............ duly represented for the purpose of signingthis Agreement by …………… …………………. domiciled in ……… ……………………… ………………. the following have been covenanted, agreed uponand mutually accepted:1. PPC, hereinafter referred to as the "Company," has concluded a MainContract (or is cooperating /or has entered negotiations) with the secondsignatory hereto, hereinafter called the "Second Contracting Party," the objectof which is ………………………………………………2. The Second Contracting Party undertakes hereby to treat as strictly secretand confidential any Confidential Information made available to him or to whichhe shall have access on account of his capacity and his association with theCompany.3. Definitions, Cooperation, Confidential InformationThe term Cooperation includes the Main Contract between the SecondContracting Party and the Company, on account of which the PresentConfidentiality Agreement is signed, and/or the cooperation or negotiation, ofany kind, between the Second Contracting Party and the Company for thepurpose of entering by them into an important commercial, financial orinvestment agreement.The term Confidential Information means the cooperation per se of theCompany with the Second Contracting Party as well as any information of acommercial importance concerning the organization, the services, theeconomic structure, the financial and economic policy, the cooperation and41


investments of the Company and/or of its affiliate entities acquired by theSecond Contracting Party by any means and in any material or immaterial form.Likewise, Confidential Information shall be deemed to be any information whichis designated as confidential by the standing laws governing Stock Exchangeas well as any information coming to the knowledge of the Second ContractingParty during the carrying out, and on the occasion of, the Cooperation and/or ofthe present Agreement.4. Obligations of the Second Contracting PartyMore particularly, the Second Contracting Party assumes the followingobligations. He shall:(a) - not use the Confidential Information for any purpose other than thatconnected with his business and activities in his relationship with the Company.- not disclose the Confidential Information to other associates employedby the Company or to third parties, except only as necessary foraccomplishing the work undertaken by him and only following therelevant written instructions and consent of the Company.- not make, at any time, copies of the Confidential Information nor storagesame by any electronic means except only for accomplishing the workundertaken by him from the Owner Company. In case of such copying,in whole or in part, the duplicates shall bear the notation "COPY" and arecord of all the copies shall be kept.- keep in safety all the Confidential Information as well as any itemcontaining Confidential Information.- return, at any time, upon request of the Company, all or part of theConfidential Information in his possession.- not use the Confidential Information for his own financial benefit to begained, particularly, by the acquisition or transfer of the shares of theCompany or of other rights to the Company' s assets by him or throughthird intermediate persons pursuant to Presidential. Decree 53/1992.(b) cooperate with the Company's Shareholders Services Unit (30,Chalkokondyli Street, Athens Ρ. C. 10432, tel. 210-5230951, fax 2105230394)and furnish it with all particulars required for monitoring his transactions andgive notice, immediately after their conclusion, of all stock market transactionsinvolving shares or by-products of PPC made by the Second Contracting Partyor by his affiliate entities, and(c) not engage in any transactions involving shares and by-products of PPCand of its affiliate entities without observing the provisions of Article 31, par. 2,of the Regulations Governing the Functioning of PPC in force which(provisions) the Second Contracting Party hereby declares that he has takencognizance of.5. In the event of expiry or termination of the Cooperation between the SecondContracting Party and the Company for whatever reason or upon the request ofthe Company made at anytime, even prior to the expiry of termination of theCooperation, in case it shall be determined by the Company that the SecondContracting Party has, in any way whatsoever, violated the provisions of the42


Present Agreement, the said Party shall be obliged to:(a) stop, forthwith, using the Confidential Information.(b) hand over, forthwith, to the Company any items or documents containingConfidential Information which are in his possession or, in violation of theprovisions hereof, in the possession of third Parties,and(c) give notice in writing of the names and addresses of the third parties towhom he has disclosed the Confidential Information pursuant to theprovisions of this Agreement or in violation thereof.6. It is expressly covenanted that, in the event of expiry of termination of theCooperation between the Second Contracting Party and the Company, theformer's obligations set out in paragraph (a) of Article 4 shall survive for aperiod of two (2) years following the end of the Cooperation for whateverreason.7. It is expressly agreed that, in case of breach of the obligations assumed byhim hereunder, the Second Contracting Party shall be liable for the restorationof any damage to the Company.8. Apart from his civil responsibility under this Agreement and the law, theSecond Contracting Party shall also bear criminal responsibility pursuant to therelevant law provisions governing Protection of the Professional and IndustrialSecret, and particularly pursuant to Article 371 of the Penal Code and theprovisions of Articles 16, 17 and 18 of law 146/1914 concerning UnfairCompetition as well as pursuant to the provisions of laws governing stockexchange and pertaining to confidentiality obligations and non-use ofconfidential information for own benefit.9. Neither party hereto is transferring hereunder to the other party any patents,inventions, trade secrets, copyright or any other industrial or intellectualproperty rights.10. It is expressly agreed that any disputes arising out of this Agreement shallbe submitted for settlement to the exclusive jurisdiction of the Athens Courts.11. Any amendment to the terms and conditions of this Agreement shall bemade in writing only, it being agreed upon that the observance of the provisionsof the relevant form of written instrument shall be a condition precedent to itsvalidity, excluding any other form of document as well as any other means ofproof, including the taking of oath.12. Without prejudice to the above paragraph 6., this Agreement shall remain inforce as from its signing and up to the end, for whatever reason, of theCooperation between the Company and the Second Contracting Party.IN WITNESS of the covenants and agreements WHEREOF, the parties heretohave caused this Agreement to be prepared which, after being read andconfirmed, is signed as follows, each of the parties having received one (1)executed copy thereof.43


THE CONTRACTING PARTIESFor and on behalf of theCOMPANYFor and on behalf of theSECOND CONTRACTING PARTY44

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