Agreement Subject Matter of the Agreement

Reference number: [insert number]

[day], [month] 2017

Draft

Agreement [subject matter of the agreement]

U-LEAD with Europe: Ukraine Local Empowerment, Accountability and Development Programme, set up and management of Administrative Service Centers

This document was produced with the financial assistance of the European Union and Sweden

The draft Agreement, together with the Request for tenders sections 4 Selection criteria and 5 Specification of requirements, constitutes basis for the final Agreement between SKL International, the Municipality and the Contractor. The original Agreement will have the same structure and content as this draft, but completed with information about the awarded Contractor and the [goods/works/services] as have been decided upon during a possible negotiation phase during the procurement process.

Italicized text constitutes information to the tenderers and will not be included in the original Agreement.

Tenders shall be based upon the following terms and conditions.

1The Parties

SKL International AB, hereinafter referred to as the Payer, with company number [insert number]

and

[The Municipality], hereinafter referred to as the Client, with company number [insert number]

and

[The Contractor], hereinafter referred to as the Contractor, with company number [insert number]

have entered into this Agreement as described in the sections below.

The three parties together are hereinafter referred to as the Parties.

1.1Contact details

The point of contact for each party shall be authorised to represent the party in all matters regarding the performance according to the agreed commitments in theAgreement.

SKL International
Street address:
Postal code:
City:
Country:
Point of contact regarding the Agreement, name:
Email address to the point of contact:
Telephone number to the point of contact:
[The Municipality]
Street address:
Postal code:
City:
Country:
Point of contact regarding the Agreement, name:
Email address to the point of contact:
Telephone number to the point of contact:
[The Contractor]
Street address:
Postal code:
City:
Country:
Point of contact regarding the Agreement, name:
Email address to the point of contact:
Telephone number to the point of contact:

2Subject Matter of the Agreement

The Contractor undertakes to deliver the [subject matter of the k Agreement], hereinafter referred to as the [goods/works/services], according to the terms and conditions in the Agreement with appendices. The [goods/works/services] shall be delivered with the skill, speed and care that the Payer and the Client have reason to expect from a reputable company in the current industry.

The [goods/works/services] comprises [a further description of the subject matter of the Agreement, if applicable].

The Contractor shall, when executing the commitments according to this Agreement, comply with all applicable laws, regulations, norms and regulations issued by state and municipal government agencies and that are applicable to the undertaking of the Agreement.

2.1Responsibilities

The Contractor undertakes to deliver the [goods/works/services] to the Client according to the terms and conditions of this Agreementwith appendices.

The Client undertakes to enable for the [goods/works/services] to be delivered by having an appointed person present at the time for delivery, with the responsibility to account, examine and accept the delivery.

The Payer undertakes to conduct an inspection of the [delivered goods/conducted works/performed services] within [x days/weeks] from delivery. If the delivered [goods/works/services] are approved by the Client and the Payer, the Payer undertakes to pay for the delivered [goods/works/services] according to the terms and conditions in section 10.

3List of Documents

The Parties’ obligations are regulated by the following Agreement documents.

1. Contract
2. Written amendments and additions to the Agreement
3. The Agreement (this document)
4. Appendix 1 Specification for requirement (section 5 in the Request for tenders)
5. Appendix 2 Selection criteria
6. Appendix 3 Prices
7. [insert other relevant appendices if applicable]
8. Written clarifications to the Contractor’s tender
9. The Contractor’s tender

The Agreement documents complement each other. If conflicting information occurs in the documents, they will be valid in the above order.

4The Term of the Agreement

The Agreement will be valid for [x years/months] from the date of the signing of the Agreement. The Payer thereafter, has the right to extend the duration of the Agreement, at otherwise unchanged conditions, for [x years/months]. The total term of the Agreement, can therefore be [x years/months] at the longest.

Any extension of the term of the Agreement must be notified to the Contractor in writing, at least [x months/weeks] in advance.

[Projects/requests] that are subordered within the validity of the Agreement, shall be [finished/delivered] as if the Agreement was still valid, even if it has ceased to be valid during the execution of the [project/request].

5Personnel

The Contractor undertakes to use, for the assignment required number of approved persons with adequate training and qualifications for the commitment according to Appendix 2 Selection criteria.

The [goods/works/services] must be supplied all year round without any break.

The Contractor is responsible for introducing its personnel and other persons [producing goods/conductingworks/performingservices]for the Payer and the Client, to the terms and conditions in the Agreement and applicable Contracts.

The Contractor is the employer and is fully responsible as the employer for its employees.

[To conduct the agreed [goods/works/services] the Contractor may use the following consultants:

Insert list of personnel and responsibilities according to the Agreement, if the Request for tenders requested the tenderer to state name and qualifications for specific competences].

Provided that the stated criteria regarding personnel in Appendix 2 is met, the Contractor may add new staff to [fulfil/conduct/produce] the agreed [goods/works/services]. In such case, the Contractor shall send written information which shows that the person’s level of training and qualifications meet the stated requirements in Appendix 2.

If case of unexpected and unplanned absence, the Contractor must exchange offered personnel with other personnel who meet the stated requirements. No work may be performed until the Payer has approved the exchange of personnel.

The Contractor must, without unreasonable delay, exchange such personnel that the Payer deems is lacking in level of training or other qualifications, or who, according to the Payer or the Client, is not cooperating professionally or as may be expected.

Any exchange of personnel must be taken care of without any additional costs for the Payer and is not due cause for any change of agreed terms and conditions. The Contractor must cover all costs for introducing new personnel to the Agreement and any ongoing assignments.

If circumstances occur that lead to the fact that the Contractor no longer can perform the agreed assignment because one or more agreed persons in the Agreement no longer can fulfil its or their commitments, and the Contractor cannot find any suitable substitute with adequate level of training and qualifications, it shall be deemed as such a substantial shortage that it causes the right for the Payer to terminate the Agreement prematurely.

6Subcontractors

To perform the agreed commitment, the Contractor may use the following subcontractor[-s]:

The amount of rows in the table below shall be adjusted to the amount of subcontractors that the Contractor stated in its tender that it would use.

Subcontractor / Company number / The capacity of the subcontractor, that will be used for the performance:
[Insert company name before signing of the contract, if applicable] / [Insert company number before signing of the contract, if applicable] / [Insert capacity of the subcontractor, before signing of the contract, if applicable]
[Insert company name before signing of the contract, if applicable] / [Insert company number before signing of the contract, if applicable] / [Insert capacity of the subcontractor, before signing of the contract, if applicable]
[Insert company name before signing of the contract, if applicable] / [Insert company number before signing of the contract, if applicable] / [Insert capacity of the subcontractor, before signing of the contract, if applicable]

The Contactor may, upon written approval from the Payer, engage another subcontractor for performance of part of the agreed assignment.

The Contractor is as responsible for all work performed by any subcontractors, as it is for its own work according to the Contractor’s responsibilities stated in the Agreement. All terms and conditions stated in the Agreement shall apply for all work performed by subcontractors, through a binding commitment between the Contractor and its subcontractors.

7Consultation, information and marketing

The Parties are committed to consult each other in the extent needed for the successful performance of the assignments according to the Agreement.

The Contractor shall attend meetings that the Payer or the Client summons when needed. The Parties shall attend meetings with at least the point of contacts stated in section 1.1, or with a person appointed and authorised by the point of contact or someone with at least the same position as the point of contact, from the Party.

The Parties shall continuously inform each other of conditions of importance for the performance of the [goods/works/services].

The Contractor may not, in any circumstances, use the assignment or the result of any assignments according to the Agreement, as reference or in its marketing, without the written approval by the Payer.

8Price

The Payer shall pay the Contractor for the [delivered goods/conductedworks/performed services] according to the prices stated in appendix 3 Prices.

All prices are stated in EUR including VAT.

All costs for the [delivered goods/conductedworks/performed services], according to appendix 1 Specification of requirements, shall be included in the prices stated in appendix 3.

All prices shall be valid throughout the whole term of the Agreement, without any possibility for price adjustment.

9Payment terms

Payment will only be done according to an invoice. All invoicing shall be done by the Contractor, which means that subcontractors have no right to invoice the Payer.

[If invoicing after delivery:]

The Contractor shall not invoice the Payer until the [delivered goods/conductedworks/performed services] have been approved by the Client and the Payer. Such approval shall be made without unreasonable delay.

[If invoicing in advance:]

If the Parties have agreed upon payment in advance, in part or in total, the Contractor may invoice the agreed amount for pre-payment after signing the Agreement.

If pre-payment will be applied, the Contractor shall, within [x] days of the notification of being awarded the Agreement, provide a Performance/Advance Payment Guarantee for the performance of the [goods/works/services] in the amount specified in the Procurement documents.

The proceeds of the Performance/Advance PaymentGuarantee shall be payable to the Payer as compensation for any loss resulting from the Contractor’s failure to complete its obligations under the Agreement or specific Contracts.

The Performance/Advance Payment Guarantee, if required, shall be denominated in the currency/-ies of the Agreement. The Performance/Advance Payment guarantee shall be honoured in accordance with ICC’s ruling URDG 758 and issued by a bank or insurance company.

The Performance/Advance Payment Guarantee shall be discharged by the Payer and returned to the Contractor not later than [x] days following the date of Completion of the Contractor’s performance obligations under the Agreement or Contract, including any warranty obligations, unless specified otherwise in the Contract.

Regardless of payment method:

The Payer shall pay the Contractor over a period of [x] banking days from receiving the invoice.

The invoice shall be made in EUR and shall be sent to the Payer at the following address:

[Insert address]

The invoicing shall be done according to instructions from the Payer and shall at least include the following information:

[Insert any information necessary in the invoices]

Expeditionary, billing or reminder fees or other similar administrative fees may not be charged.

If payment is delayed, the Contractor has the right to a delay interest of [x] per cent per commenced week the delay is occurring.

10Taxes and social security contributions

The Contractor shall fulfil its obligations regarding taxes and social security contributions in Ukraine and in the country where the Contractor has its registered office. The same applies to all possible subcontractors.

11Cancellation

In case the Payer wishes to cancel a suborder that the Contractor has already started working on/with, or if the assignment needs to be cancelled due to circumstances beyond the Parties control (however not according to circumstances stated in section 19Force Majeure), the Contractor has the right to be compensated by the Payer for justified costs associated with the work performed.

12Independency

The Contractor shall protect and represent the Payer’s and the Client’s interests. The Contractor and/or the Contractor’s personnel may not, during the term of the Agreement, exercise any operations that may undermine the Payer's and/or the Client’s confidence in any way. The Contractor must immediately inform the Payer and/or the Client if there is reason to believe that circumstances in conflict with this section are or will be occurring.

13Ownership and access rights

All rights (including amongst others, ownership, access rights and all immaterial rights such as copyright, patent and know-how) to all results and/or materials created by [producing the goods/conducting the works/performing the services] or other work which is covered by this Agreement, is belonging unrestricted to the Client. The Client thus owns the unrestricted right to dispose of all the work, results, systems, documentation, methods etc. by freely transferring or assigning or otherwise disposing of all such rights and/or results. Also summaries and extracts of the results of such work is the Client’s property.

Please note that the Payer and the Client grants the Swedish International Development Cooperation Agency, hereinafter referred to as SIDA, the right to use free and at no charge and as it sees fit, and in particular, to store, modify, translate, display, reproduce by any technical procedure, publish or communicate by any medium all documents deriving from the Agreement, whatever their form, according to the agreement between SIDA and the Swedish Association of Loacal Authorities and Regions, hereinafter referred to as SKL, appendix II article 5.

14Responsibility for faults

Faults mean all deviations from Appendix 1 Specification of requirements, other agreed upon requirements regarding the [goods/works/services], from any of the Contractor issued descriptions or commitments relating to the [goods/works/services] or otherwise from what is professionally intended with the [goods/works/services].

The Contractor undertakes, without any delay and without any compensation, to correct all faults and errors in [delivered goods/conducted works/performed services].

If the Contractor fails to take corrective action within [reasonable time/[x] days from notification], upon the request from the Payer, the Payer may remedy the fault on the expense of the Contractor.

If the Contractor repeatedly delivers faulty [goods/works/services] it shall be deemed as a substantial shortage which is grounds for the Payer to terminate the Agreement.

15Delays in delivery

The Contractor undertakes to deliver the agreed [goods/works/services] in accordance with the agreed schedule in the Agreement and/or individual Contracts.

If the Contractor does not follow agreed schedules, the Contractor shall, with the urgency that the circumstances require, at its own expense, rectify the cause of the delay. If the Contractor does not take these measures to rectify the cause of the delay, the Payer may without prejudice to all its other remedies under the Agreement, deduct from the agreed price, as liquidated damages, a sum equivalent to the percentage specified in the specific Contract of the delivered price of the [delayed goods/unconducted works/unperformed services for each week or part thereof of delay until actual delivery or performance, up to a maximum deduction of the percentage specified in the Contract. Once the maximum is reached, the Payer may terminate the Contract.

Furthermore, the Payer is entitled to damages according to section 17 Liability for damage.

[In case of works:]

If the Contractor fails to attain completion of the facilities or any part thereof within the agreed time for completion or any extension thereof under the specific Contract, the Contractor shall pay liquidated damages to the Payer in the amount specified in the Contract as a percentage rate of the Contract Price, or the relevant part thereof. The aggregate amount of such liquidated damages shall in no event exceed the amount specified as “Maximum” in the Contract. Once the “Maximum” is reached, the Payer may consider termination of the Agreement or the Contract, pursuant to the conditions of the Contract. Such payment shall completely satisfy the Contractor’s obligation to attain completion of the facilities or the relevant part thereof within the time for completion or any extension thereof. The Contractor shall have no further liability whatsoever to the Payer in respect thereof.