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Bilbao, ICT(2012)D/1125

Subject: - Call for Tenders EU-OSHA/FC/RSC/12/ICT/S/02 (Provision of Helpdesk

Service) following the publication of the Contract Notice 2012/S 99-163953 in the Official Journal of the European Union

Dear Sir/Madam, 1. I enclose the call for tenders relating to the above-mentioned contract. 2. If you are interested in this contract, you should submit a tender in one of the official

languages of the European Union. 3. Where submission is by letter, tenderers may choose to submit tenders:

a) either by post or by courier not later than 06/07/2012, in which case the evidence of the date of dispatch shall be constituted by the postmark or the date of the deposit slip, to the following address:

European Agency for Safety and Health at Work, 1st Floor Reception, Gran Via 33, 48009 Bilbao Spain

b) or delivered by hand to the following address:

European Agency for Safety and Health at Work, 1st Floor Reception, Gran Via 33, 48009 Bilbao Spain

not later than 16.00 on 06/07/2012. In this case, a receipt must be obtained as proof of submission, signed and dated by the receptionist of the Agency who took delivery. The department is open from 09.00 to 17.00 Monday to Friday. It is closed on Saturdays, Sundays and Agency holidays.

4. Tenders must be submitted following the “Double envelop system” as indicated in the

paragraph 8.5.2 of the Tender Specifications.

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5. The Tender Specification, listing all the documents that must be produced in order to tender, including supporting evidence of economic, financial, technical and professional capacity and the draft contract are attached.

6. Tenders must be:

- signed by the tenderer or his duly authorised representative; - perfectly legible so that there can be no doubt as to words and figures; - drawn up following the instruction contained in the Tender Specifications

7. Period of validity of the tender, during which tenderers may not modify the terms of

their tenders in any respect: 6 months from the final date for submission. 8. Submission of a tender implies acceptance of all the terms and conditions set out in this

invitation to tender, in the Tender Specification and in the draft contract and, where appropriate, waiver of the tenderer's own general or specific terms and conditions. It is binding on the tenderer to whom the contract is awarded for the duration of the contract.

9. Contacts between the contracting authority and tenderers are prohibited throughout the

procedure save in exceptional circumstances and under the following conditions only:

- Before the final date for submission of tenders: * At the request of the tenderer, the contracting authority may provide additional

information solely for the purpose of clarifying the nature of the contract. Any requests for additional information must be made in writing only to

European Agency for Safety and Health at Work Gran Via 33 48009 Bilbao Spain

Email: [email protected] Fax: 0034 94 479 43 83

Requests for additional information received less than five working days before the final date for submission of tenders will not be processed.

* The Agency may, on its own initiative, inform interested parties of any error, inaccuracy, omission or any other clerical error in the text of the call for tenders.

* Any additional information including that referred to above will be posted on

http://osha.europa.eu/en/about/calls/. - After the opening of tenders: * If clarification is required or if obvious clerical errors in the tender need to be

corrected, the contracting authority may contact the tenderer provided the terms of the tender are not modified as a result.

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11. This invitation to tender is in no way binding on the Agency. The Agency's contractual obligation commences only upon signature of the contract with the successful tenderer.

12. Up to the point of signature, the contracting authority may either abandon the

procurement or cancel the award procedure, without the candidates or tenderers being entitled to claim any compensation. This decision must be substantiated and the candidates or tenderers notified.

13. Once the Agency has opened the tender, the document shall become the property of the

Agency and it shall be treated confidentially. 14. You will be informed whether or not your tender has been accepted. 15. If your offer includes subcontracting, it is recommended that contractual arrangements

with subcontractors include mediation as a method of dispute resolution. 16. If processing your reply to the invitation to tender involves the recording and processing

of personal data (such as your name, address and CV), such data will be processed pursuant to Regulation (EC) No 45/2001 on the protection of individuals with regard to the processing of personal data by the Community institutions and bodies and on the free movement of such data. Unless indicated otherwise, your replies to the questions and any personal data requested are required to evaluate your tender in accordance with the specifications of the invitation to tender and will be processed solely for that purpose by the Agency. Details concerning the processing of your personal data are available on the privacy statement at:

http://ec.europa.eu/dataprotectionofficer/privacystatement_publicprocurement_en.pdf. 17. Your personal data may be registered in the Early Warning System (EWS) only or both

in the EWS and Central Exclusion Database (CED) by the Accounting Officer of the Agency, should you be in one of the situations mentioned in:

- the Commission Decision 2008/969 of 16.12.2008 on the Early Warning System (for more information see the Privacy Statement on http://ec.europa.eu/budget/contracts_grants/info_contracts/legal_entities/legal_entities_en.cfm ), or

- the Commission Regulation 2008/1302 of 17.12.2008 on the Central Exclusion Database (for more information see the Privacy Statement on http://ec.europa.eu/budget/explained/management/protecting/protect_en.cfm#BDCE )

Françoise Murillo, Head of Resource and Service Centre

Date and signature Enclosures: Tender Specifications

TENDER SPECIFICATIONS – EU-OSHA/FC/RSC/12/ICT/S/02

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EU-OSHA – European Agency for Safety and Health at Work

TENDER SPECIFICATIONS

EU-OSHA/FC/RSC/12/ICT/S/02

“PROVISION OF HELPDESK SERVICES”


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TABLE OF CONTENTS:

1 General context of the contract ................................................................................................ 5

2 Contract objectives .................................................................................................................... 5

3 Subject and nature of the contract ........................................................................................... 5

3.1 Context ........................................................................................................................................ 5

3.1.1 Software ............................................................................................................................ 5

3.1.2 Hardware........................................................................................................................... 6

3.1.3 Network ............................................................................................................................ 6

3.1.4 Phone and teleconference ................................................................................................. 6

3.2 Main tasks .................................................................................................................................... 7

3.2.1 Incident management ........................................................................................................ 7

3.2.2 User Support ..................................................................................................................... 7

3.2.3 Hardware Installation and Deployment ............................................................................ 7

3.2.4 Software Installation and Deployment ............................................................................. 7

3.2.5 Hardware maintenance ..................................................................................................... 7

3.2.6 Support to meetings and conferences ............................................................................... 8

3.3 Organisation of the Helpdesk service .......................................................................................... 8

3.3.1 Request Management ........................................................................................................ 8

3.3.2 Follow-up .......................................................................................................................... 8

3.3.3 Type of requests ................................................................................................................ 8

3.3.4 Equipment Management ................................................................................................... 9

3.3.5 Hardware maintenance ..................................................................................................... 9

3.4 Requirements ............................................................................................................................... 9

3.4.1 Profile of requested Helpdesk’s staff ................................................................................ 9

3.4.2 Specific characteristics of the performance of the service to provide .............................. 9

3.4.3 General rules and confidentiality .................................................................................... 11

3.4.4 Learning structure and method ....................................................................................... 11

3.4.5 Languages ....................................................................................................................... 11

4 Duration and timetable ........................................................................................................... 11

4.1 Time schedule for this tender .................................................................................................... 11

4.2 Framework contract duration ..................................................................................................... 12

5 Place of performance ............................................................................................................... 12


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6 Estimated volume of work ...................................................................................................... 12

7 General provisions and provisions concerning orders, follow-up to activities, and arrangements concerning payment and penalties ........................................................................... 13

7.1 General procedures .................................................................................................................... 13

7.2 Orders ........................................................................................................................................ 13

7.3 Activity reports and methods of payment .................................................................................. 13

7.4 Contractor’s obligation .............................................................................................................. 14

7.5 Penalties ..................................................................................................................................... 15

8 Provisions concerning the tenders .......................................................................................... 16

8.1 Participation in the tendering procedure .................................................................................... 16

8.1.1 General principles ........................................................................................................... 16

8.1.2 Consortiums, groups of providers ................................................................................... 16

8.1.3 Sub-contracting ............................................................................................................... 16

8.2 Information and documentation available ................................................................................. 17

8.3 Prices ......................................................................................................................................... 17

8.3.1 Monthly cost of the permanent day-to-day service......................................................... 17

8.3.2 Daily cost of a service for additional temporary helpdesk services ................................ 17

8.3.3 Unit cost for overtime ..................................................................................................... 17

8.4 Procedure for evaluating tenderers and tenders ......................................................................... 18

8.4.1 Exclusion criteria ............................................................................................................ 18

8.4.2 Selection criteria ............................................................................................................. 20

8.4.3 Technical and financial evaluation of the tenders ........................................................... 21

8.4.4 Award of the tender ........................................................................................................ 22

8.5 Submission of tenders ................................................................................................................ 23

8.5.1 General Information ........................................................................................................ 23

8.5.2 How to send tenders ........................................................................................................ 25

8.5.3 Aspects to take into consideration for the presentation of tenders ................................. 25

8.5.4 Contacts between EU-OSHA and the tenderer ............................................................... 26


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ANNEXES:

1. Complementary Information • EU-OSHA 2012 Calendar

2. Check-list of documents to be provided by tenderers 3. Standard Reply Form 4. Draft framework contract and annexes


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1 General context of the contract The European Agency for Safety and Health at Work (EU-OSHA) is an agency of the European Union (EU) and one of the decentralised Community bodies. Its central role is to contribute to the improvement of working life in the European Union by developing, analysing and disseminating information on occupational safety and health (OSH).

Located in Bilbao, Spain, EU-OSHA has a dedicated staff of safety and health specialists and a network of partners in all Member States and beyond. As well as running Europe-wide information campaigns, EU-OSHA also publishes scientific research in print and online media.

EU-OSHA has an ICT section which is in charge of maintaining, upgrading and developing Agency ICT systems to assist the staff in its work and to support the core activities of the Agency. The helpdesk service is integrated into the ICT section.

2 Contract objectives The objective of this new framework contract is to ensure provision of the following Helpdesk services for the needs of the European Agency for Safety and Health at Work:

� A permanent day to day helpdesk service: this service should be provided for all the working days in the Agency calendar (see 2012 Calendar in Annex 1) and will cover all the tasks described in this document

� Additional temporary helpdesk services linked to specific events such as: a possible relocation of the Agency, a specific pick of workload (such as technical migration of workstation)… These services should be provided on request, within a specific and limited period of time and could apply only for a subset of the tasks described in this document.

3 Subject and nature of the contract This invitation to tender consists of a single lot.

3.1 Context

The Agency’s staff is equipped with at least one workstation per person (PC platform Intel/Amd 32-64 bit and with Microsoft Windows XP SP2 / Windows 7).

In total, there are around 75 users.

3.1.1 Software

The main software packages used in the Agency are as follows:

� MS Office 2010 � MS Exchange 2007 � MS Internet Explorer, � MS Project 2010 � MS Visio 2010 � Mozilla Firefox � Adobe Acrobat


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� Adobe Web Studio � Business Objects � CD/DVD burning tools � Symantec Antivirus � Symantec Ghost � EU-OSHA specific applications

This above list of software packages represents the current situation but can evolve in the coming years.

3.1.2 Hardware

At the moment, the Agency has approximately:

� 80 Workstations � 15 servers (Intel/Amd 32-64 bit operating system Microsoft Windows 2003, 2008 and Debian

Linux) � 24 Printers � 10 PDAs (Smartphone) � 10 Tablets (iPad and others) � 2 Faxes � 2 Mobile phones � 20 laptops (Windows XP) � Audio and multimedia systems (projectors, smartboard screens, DVD players, VHS videos

phones and conference kits � Ergonomic devices such a special keyboards and trackballs

3.1.3 Network

All computers and printers of the Agency are connected to one LAN network.

Most workstations and servers are included in a Windows 2003 AD domain.

The LAN is connected to the Internet, allowing workstations access to e-mail services, Internet browsing and other Internet-related activities.

Areas of common use, such as meeting rooms, can be equipped with workstations, printers, multimedia or similar equipment according to specific needs and requirements of the staff.

The Agency has an Office located in Brussels, equipped with a laptop, Internet connection, printers, as well as a VPN connection to the LAN of the Agency. There is a single user which does not require any local support of the ICT Helpdesk in that Office, but phone or remote support whenever required.

In case the Agency opts for a teleworking policy, the Helpdesk shall offer teleworking staff the same technical support offered to the rest of the staff of the Agency. It is estimated that this support may be offered primarily via telephone or through remote access systems.

3.1.4 Phone and teleconference

ICT section also deals with the Agency’s fixed telephone system (switchboard, wiring and approximately 80 terminals).


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Agency has also some audio and teleconference facilities available to the staff.

3.2 Main tasks

The Contractor will be required to perform the following activities:

3.2.1 Incident management

� First level of hardware and software incident management � Registration of incidents and its follow-up, via a ticket system � Incident management on printing devices (multifunctional devices and personal printers)

3.2.2 User Support

� First level of hardware and software support to users � Providing the Agency’s staff with specific training sessions on ICT facilities and drafting user

guides and tutorials � Introduction sessions on ICT facilities for newcomers � Registration of users’ requests for support and its follow-up, via a ticket system � Support to general tasks of the ICT Section � Support to visitors with connecting the network � Support with desktop phone configuration and usage � Support to the Brussels office, whenever required � Support to the teleworking staff, whenever required

3.2.3 Hardware Installation and Deployment

� Installation and maintenance of workstations (PCs), according to the rules and policies defined by the Agency ICT staff

� Creation of Ghost images of standard workstations � Installation and configuration of printers, scanner, fax equipment and other peripherals of the

Agency

3.2.4 Software Installation and Deployment

� Assistance with installation, configuration, maintenance and use of the software � Maintenance of internal template documents (MS Word, MS Excel and any other Office

application) � Configuration, testing and validation of new software packages and new versions of existing

ones, according to the specific guidelines of the ICT Section � Ordering and cleaning-up of the shared drives

3.2.5 Hardware maintenance

� Management of ICT consumables, including their usage statistics � Lending management of laptops, mobile phones, smart phones and any other equipment used

by traveling staff � Maintenance of the network and phone cabling � Maintenance of an inventory of the Agency’s ICT facilities � Tracking the printer counters and reporting to the subcontractors


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3.2.6 Support to meetings and conferences

The Helpdesk service must provide, whenever requested, support to the organisation of the Agency’s meetings/conferences by equipping its meeting premises with requested IT facilities, such as laptops and/or workstations, printers, video projector, video camera, mobile phones. This task consists of installation and configuration of network connections and testing of the systems. The presence of the Helpdesk staff may be required, in the case of meetings and conferences organized by the Agency and carried out outside the EU-OSHA premises.

3.3 Organisation of the Helpdesk service

3.3.1 Request Management

� Helpdesk can be notified of problems by phone, by email or via the ticketing system � Every time the Helpdesk service receives a request for support, the Helpdesk staff

immediately opens up a ticket in the system and provides the applicant with the ticket number

� Then the Helpdesk service defines the priority of intervention/assistance, according to the ICT policy in force

� Helpdesk service does its best to solve the problem as soon as possible. Transfer of tickets to the next level support will only be possible in cases where solution to the problem exceeds the Helpdesk’s scope of work

3.3.2 Follow-up

� Once the Helpdesk service solved a problem, it must inform the relevant users of the following aspects:

� The reasons why the problem occurred � How it was solved � Advise on how to avoid the similar problems in the future

� Helpdesk should be able to report on the status of any ticket

3.3.3 Type of requests

The ICT Helpdesk service receives currently an average of 50 requests per week, concerning the following:

� 30% Management of printers (change of toner, paper jams, etc.) � 30% Use of Software � 10% Meeting preparation � 10% Installing Software � 10 % Problems with hardware � 5% Problems of connectivity � 5% Other

Approximately 50% of requests/tickets are considered urgent, so are handled immediately.

In average, solution of incidents takes 30 minutes.

Please note that a significant percentage of the Helpdesk service’s tasks is not a direct result of users’ requests.


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3.3.4 Equipment Management

� ICT staff has established a system of the management of ICT facilities, including: � Equipment and installations of computer hardware � Equipment lent to the staff � Inventory of the software licenses � Inventory of the installed software � ICT consumables

� Helpdesk service must update the above mentioned system and produce statistics of services provided on regular basis

3.3.5 Hardware maintenance

The Hardware maintenance is carried out by external contractors/ Agency’s sub-contractors. Therefore, the Helpdesk will provide a first level of intervention, not exceeding the general tasks of verification/change of equipment or general diagnosis of Hardware problems. It is also the Helpdesk responsibility to open and monitor incidents transferred to the external contractors.

3.4 Requirements

3.4.1 Profile of requested Helpdesk’s staff

� Academic qualifications: The minimum requirement is a Certificate of Secondary Education. The Agency will take account of the various educational systems in place across EU Member States.

� Required ICT knowledge: � Solid knowledge of Microsoft Office � Solid knowledge of Microsoft desktop Operating Systems � Good knowledge of the other tools described in section 3.1 Context � Solid knowledge of the internal structure of a PC and connection of peripherals

� Languages: A command of both, spoken and written, Spanish and English is required. � Professional experience: At least six months’ experience in a position with similar tasks to

the ones described in section 3.2 Main tasks. � Personal qualities: In view of the service to be provided, the qualities required of individuals

are punctuality, discretion, good interpersonal skills, dynamism, self-motivation, the ability to work in an international/multicultural environment and the ability for working under certain pressure and tight deadlines.

3.4.2 Specific characteristics of the performance of the service to provide

� The Contractor shall provide the service 8 hours per day, Monday to Friday. � Although the exact hours during which the service must be provided will always be laid down

by the Agency in accordance with its actual needs, initially, and unless otherwise indicated, these will be from Monday to Thursday between the hours of 09:00 and 13:30 in the morning and 14:30 and 18:00 in the afternoon and on Friday between the hours of 08:30 and 13:00 in the morning and 14:00 and 17:30 in the afternoon.

� The execution of the services shall be done in total accordance with the working calendar of the Agency approved on an annual basis (see 2012 Calendar in Annex 1). Therefore the Contractor shall not apply different prices when the services are provided during a local / regional / national holiday that is not reflected in the working calendar of the Agency. During


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the celebrations of Christmas (from 26 to 31 December), the Agency may require one or more days of availability of Helpdesk service, to help ICT staff to carry out maintenance tasks.

� Whenever the person responsible for providing the services is away on holiday, or absent due to sickness or for another reason, for more than 3 working days, the Contractor shall undertake to provide the Agency with a necessary substitute person(s) to ensure appropriate continuity of service at no additional cost to the Agency. Absences of 3 working days or less shall be deducted from invoices on a pro rata basis in accordance with the amount of time during which the service was not duly provided.

� When necessary, the Agency may request a one-off provision of services outside the time and calendar dates indicated above. These services, provided on an overtime basis, may only be invoiced if previously expressly requested by the Agency and actually provided. They shall be remunerated at an hourly rate for overtime, which shall be specified in the tender submitted by the Contractor.

� The Agency reserves the right to modify, in accordance with its specific needs and without altering the scope of the Contract, the characteristics of the services to be provided (nature of the duties to be performed, working hours…). The Contractor shall be obliged to provide the services in accordance with any new instructions two calendar weeks after notification thereof by the Agency. Specifically, the Agency reserves the right to modify the place where the services are provided, should its headquarters be re-located, provided that this is within the Biscay province.

� Once the Contract has been awarded but prior to its becoming effective, the Contractor must submit the name of the person who will be providing the service. Therefore the Contractor should be able to propose more than one candidate. A minimum of three candidates shall be considered appropriate for this purpose. The Agency reserves the right to conduct interviews and / or knowledge tests it deems appropriate in order to verify the profiles of the candidates proposed and to select the person who will carry out the tasks and to request copies of documentation attesting the specific knowledge of the candidates. One-off replacement candidates shall be considered more flexibly by the Agency with regard to these aspects.

� The Agency reserves the right to request the replacement of a person providing the services, either on a regular or temporary basis, if they do not ultimately match the required profile and cannot therefore satisfactorily provide the services for the Agency.

� Once the Contract has been signed, anybody providing services, either on a regular or temporary basis, may only be replaced with the prior agreement of the Agency and taking account of the specifications indicated above for the selection of a suitable person. This requirement shall also apply when the person is replaced at the behest of the Agency. In case the Contractor wants to change the person providing the service, this should be notified to the Agency at least 2 weeks in advance.

� The Contractor shall remunerate the person providing the services covered by the Contract in accordance with the collective agreements in force for office employees in the Biscay province (Spain) of at least “Operador de 2a” grade.

� The Agency shall regularly monitor the services; the Contractor’s representative may be requested to be present during these monitoring processes. If an unsatisfactory service is duly observed, the Contractor shall rectify it as soon as possible at no additional cost.


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3.4.3 General rules and confidentiality

� Strict confidentiality shall be observed in the provision of the services. � The continuity and effectiveness of the Agency’s daily operations is dependent upon the

uninterrupted provision of Helpdesk services; the continuity of the provision of the services therefore constitutes an essential requirement.

3.4.4 Learning structure and method

� The staff of the Helpdesk service must be always up-to-date with regard to requested technical skills. The Contractor must regularly provide the staff of Helpdesk service with appropriate training session.

� In the same way the Agency will provide appropriate training for the staff of the Helpdesk service for the correct installation, configuration and management as well as a possible training on any specific software used by the Agency if necessary.

3.4.5 Languages

English is the Agency's working language.

4 Duration and timetable

4.1 Time schedule for this tender

TASK DATE COMMENTS

Launch date 15/05/2012 Contract notice sent to Official Journal

Deadline for request of clarifications from EU-OSHA

29/06/2012

Last date on which clarifications are issued by EU-OSHA

04/07/2012 http://osha.europa.eu/en/about/calls

Deadline for submission of offers 06/07/2012 @ 16:00 local time

Opening session 20/07/2012 @ 10.30 Local time

Date for evaluation of offers 10/08/2012 Estimated

Notification of award(s) to the selected tenderer(s)

03/09/2012 Estimated

Framework contract(s) signature 17/09/2012 Estimated

TENDER SPECIFICATIONS– EU-OSHA/FC/RSC/12/ICT/S/02

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4.2 Framework contract duration

The current service contract expires on 15 October 2012.

The framework contract will be concluded between EU-OSHA and the successful tenderer for an initial period of one year from the date it is signed by EU-OSHA and may be renewed up to three times, each time for a period of one year. Unless terminated by either party by registered letter not later than two months before it expires, the contract may be extended automatically for three successive periods of one year, on the understanding that thereafter no further automatic extension will be possible.

5 Place of performance The facilities of the Agency are located in two adjacent buildings in Gran Vía 33 and 35 at Bilbao - Biscay (Spain).

But it is possible that the Agency move to another location in Bilbao in the coming years.

6 Estimated volume of work � The overall expected budget for this call for tender is between EUR 120.000 and EUR 200.000,

over a maximum period of 4 years. � A general contract places reciprocal obligations on both parties with regard to those elements

which are unalterably and unequivocally established when the contract is concluded, such as price, subject, basic performance conditions and duration.

The framework contract will contain legal, financial (including price revision rules), administrative and technical provisions, applicable during its validity period.

The contract will include the services described in the specifications for tender. The tender will form an integral part of the contract, as will these specifications.

The framework contract imposes no obligation on EU-OSHA to call on the services of the Contractor. Only implementation of the framework contract through specific contracts and/or order forms is binding on EU-OSHA.

A draft framework contract can be found in Annex 4.


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7 General provisions and provisions concerning orders, follow-up to

activities, and arrangements concerning payment and penalties

7.1 General procedures

For each type of work to be performed, the main phases of the general procedure are as follows:

� Request for service from the Agency to the Contractor � Reply from the Contractor accompanied by a technical and financial tender for the specific

services � Validation (after any necessary adjustments) of the tender by the Agency, then a specific

contract to be signed � Provision of the service by the Contractor

To facilitate management and communication, the Contractor will appoint a Contractor’s representative for the duration of the contract. This representative will be the primary point of contact for the Agency and will meet on a regular basis with the staff responsible throughout the duration of the project. The Agency will establish the timetable for these meetings, which in principle will be held ad-hoc and will last on average 1 hour. The Contractor will not invoice or be reimbursed for any of the expenses relating to these meetings, which will be held in the premises of the Agency.

Tenderers should take particular note of the provisions of the framework contract in Annex 4 applicable to this contract, especially those on prices (Article I.3), payments (Article I.4), conflict of interests (Article II.3) and confidentiality (Article II.9).

7.2 Orders

A specific order must be made for each type of work indicating in detail the services required with the requested duration and planning.

For further details see Annex 4 to the specific provisions in the framework contract (Article I.4)

7.3 Activity reports and methods of payment

At the end of each month the Contractor shall submit to the Agency an invoice. Payments will be made after approval of the invoices in accordance with the conditions specified in the draft Framework Contract attached in Annex 4.


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7.4 Contractor’s obligation

� The Contractor must perform this contract to the highest professional standards. � The Contractor will have sole responsibility for complying with all legal obligations

incumbent on him, notably those arising from employment law, tax law and social legislation. � The Contractor may neither represent the Agency nor behave in any way that would give

such an impression. The Contractor must inform third parties that he does not belong to the European public service, but is exercising the tasks on behalf of the Agency.

� The Contractor will be solely responsible for the staff providing the services, who may not be placed in a position of subordination to the Agency.

� The Contractor shall provide the following so that the contracted services can be satisfactorily provided:

� Staff duly qualified for this purpose. � The Contractor shall be in possession of the appropriate administrative authorizations and

satisfy the regulations and statutory provisions in force for the contractual period, in particular:

� Employment and social security regulations � Health and safety at work regulations � Tax regulations

The Contractor shall undertake to provide the Agency at any time with documents attesting to its compliance with its obligations in this area. In particular, the Agency may, at any time, require the Contractor to submit its social security contributions records and the names of its employees engaged in providing the service covered by the Contract. These obligations shall be extended to the employees of any sub-Contractors

� The Contractor shall be responsible, throughout the contractual period, for any injury or damage caused by the Contractor or by persons or objects for which the Contractor is responsible or which are under its control. ‘Injury or damage caused’ means any injury to people or damage to buildings, equipment, furniture or personal items located on the Agency’s premises, including damage caused by water, fire or smoke Third-party liability shall be covered by comprehensive insurance and the damage caused shall be repaired at the Contractor’s expense as soon as possible. The Contractor shall immediately take all the measures necessary to ensure that the services covered by the Contract are satisfactorily provided. The Contractor shall release the Agency from all liability for any injury suffered by the Contractor’s personnel in the course of the provision of the service covered by the Contract, unless due to gross negligence or malicious intent on the part of the Agency or its personnel. The Contractor shall exonerate the Agency and its personnel from any claim for compensation for injury or damage caused to third parties in the course of the provision of the service covered by the Contract, provided that this injury or damage is not due to gross negligence or malicious intent on the part of the Agency or its personnel. The Agency shall refuse all liability for any losses in or thefts from the premises provided to the Contractor.


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The Contractor shall undertake to provide the Agency at any time with the documents attesting to its compliance with its obligations. In particular, it shall be able to demonstrate at any time that it has paid the insurance premiums that it is obliged to pay.

� The Contractor shall appoint a representative who, in addition to being the person charged with coordinating the services to be provided to the Agency and verifying that these services are being properly provided shall be able to promptly rectify any problem or unforeseen event arising during the Contract period. It shall be possible to easily locate this person by mobile phone, pager or any other means with similar characteristics.

� The Contractor shall immediately notify the Agency of any event that could obstruct fulfilment of the Contract and provide all relevant details so that the measures to be adopted can be jointly agreed and established.

� The Contractor shall be responsible for ensuring that the provision of the services covered by the Contract does not hinder the satisfactory functioning of the Agency’s facilities and services.

� The Contractor shall be responsible for ensuring that personnel directly involved in providing the services covered by the Contract are given suitable training and receive accurate instructions for their correct delivery.

� The Contractor shall ensure that personnel directly involved in providing the services covered by the Contract apply the internal rules in force at the Agency, in particular with regard to its smoking policy.

7.5 Penalties

Any failure on the part of the Contractor to provide the specified services by the stipulated deadline will result in the penalties specified in the framework service contract (Annex 4 section II.12).

As written in section 3.4.2 Specific characteristics of the performance of the service to provide: “Absences of 3 working days or less shall be deducted from invoices on a pro rata basis in accordance with the amount of time during which the service was not duly provided.”


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8 Provisions concerning the tenders

8.1 Participation in the tendering procedure

8.1.1 General principles

Participating in tendering procedures shall be open on equal terms to all natural and legal persons coming within the scope of the Treaties and to all natural and legal persons in a third country which has with the European Communities a special agreement in the field of public procurement under the conditions laid down in this agreement (Art. 106 of EU Financial Regulations).

8.1.2 Consortiums, groups of providers

Joint offers from consortia of service providers are permitted provided that conditions for adequate competition are observed. Tenders from consortia of firms or groups of service providers, Contractors or suppliers must specify the role, the qualifications and experience of each member of the group.

The consortium must clearly indicate which service provider will be carrying out which tasks as well as who has been appointed by the others as the lead partner. The lead partner shall be the contracting party with EU-OSHA and shall be responsible for the overall performance of the contract and management of the other members of the consortium, however, all partners must assume joint and several liabilities towards EU-OSHA.

Notwithstanding the above, each member of the consortium must be eligible in accordance with the exclusion criteria (in section 8.4.1 Exclusion criteria) and provide the required evidence. In addition, members must be capable of performing the contract in accordance to the selection criteria (in section 8.4.2 Selection criteria).

Tenders must include the means of control provided by the incorporation law of the constituent legal entities. If the consortium is not already legally established, in the event of a joint tender being awarded the contract, EU-OSHA will require the tenderers to give a formal status to the proposed association before the contract is signed.

8.1.3 Sub-contracting

The tenderer must indicate clearly which parts of the work will be sub-contracted. The total value of the sub-contracted part of the services cannot represent the total value of the contract value. All Sub-Contractors must satisfy all criteria applicable to the award of the contract.

If the identity of the intended Sub-Contractor(s) is already known at the time of submitting the tender, all Ssub-Contractors must provide the required evidence for the exclusion and selection criteria (sections 8.4.1 Exclusion criteria and 8.4.2 Selection criteria).

If the identity of the Sub-Contractor(s) is not known at the time of submitting the offer, the tenderer who is awarded the contract will have to seek EU-OSHA’s prior written authorisation before entering into a sub-contract. Where no Sub-Contractor is given, the work will be assumed to be carried out directly by the tenderer.


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8.2 Information and documentation available

To help tenderers to prepare their tenders, summarised information can be found in the annexes:

� Annex 1 – Complementary Information: o Working calendar of the Agency for the year 2012

� Annex 2 – Check-list of documents to be provided by tenderers � Annex 3 – Standard Reply Form

8.3 Prices

Prices must be quoted in EUR.

Prices should be quoted free of all duties and taxes, as the European Union is exempt from customs duties, indirect taxes and other charges under Articles 3 and 4 of the Protocol on the Privileges and Immunities of the European Communities. VAT should be indicated separately.

The costs of preparing and submitting tenders shall be borne by tenderers and will not be reimbursed.

8.3.1 Monthly cost of the permanent day-to-day service

For the permanent day-to-day service, a monthly cost should be provided. This cost indicated shall apply to every month irrespective of the number of public holidays in the month and irrespective of whether these are taken or ignored, in accordance with the Agency’s working calendar (see 2012 Calendar in Annex 1).

8.3.2 Daily cost of a service for additional temporary helpdesk services

For additional temporary helpdesk services, a daily (8 hours) cost should be provided.

8.3.3 Unit cost for overtime

As indicated in section 3.4.2 Specific characteristics of the performance of the service to provide, the Agency may request, as necessary, the one-off provision of services outside the working hours and calendar specified. These services, provided on an overtime basis, shall only be invoiced if previously expressly requested by the Agency and actually provided. They shall be remunerated at the hourly rate for overtime specified in the tender submitted by the Contractor.


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8.4 Procedure for evaluating tenderers and tenders

Tenderers and their tenders will be evaluated in stages as follows:

(1) exclusion of tenderers in the cases listed in section 8.4.1 Exclusion criteria below (2) selection of tenderers on the basis of the selection criteria listed in section 8.4.2 Selection

criteria below (3) technical and financial evaluation of the tenders on the basis of the award procedure and

criteria described in section 8.4.3 Technical and financial evaluation of the tenders below (4) the award of the contract

NB: Tenders must meet the requirements of each stage in order to be admitted to the next stage of the evaluation procedure.

8.4.1 Exclusion criteria

Tenderers shall be excluded from this tendering procedure in the cases listed in the table below. EU-OSHA shall accept, as satisfactory evidence that the tenderer is not in one of the situations described in points (a) to (f), by signing the declaration (See Annex 3A.1).

The tenderer to whom the contract is proposed shall furnish, within a time-limit specified by the Agency and prior to the signature of the contract, the following evidence in support of their declarations (see right column of the following table):

Case Documentation required at contract award

(a) They are bankrupt or being wound up, are having their affairs administered by the courts; have entered into an arrangement with creditors, have suspended business activities, are the subject of proceedings concerning those matters; or are in any analogous situation arising from a similar procedure provided for in national legislation or regulations;

EU-OSHA shall accept, as satisfactory evidence that the tenderer is not in the situation described in point (a), a production of a recent extract from the judicial record or, failing that, a recent equivalent document issued by a judicial or administrative authority in the country of origin or provenance showing that those requirements are satisfied.

(b) They have been convicted of an offence concerning their professional conduct by a judgement which has the force of res judicata;

EU-OSHA shall accept, as satisfactory evidence that the tenderer is not in the situation described in point (b), a production of a recent extract from the judicial record or, failing that, a recent equivalent document issued by a judicial or administrative authority in the country of origin or provenance showing that those requirements are satisfied.

(c) They have been guilty of grave professional misconduct proven by any means which the contracting authority can justify;

Where no document or certificate is issued in the country concerned, it may be replaced by a declaration under oath, or, failing that, a solemn declaration made by the interested party before a


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judicial or administrative authority, a notary or a qualified body in his/her country of origin or provenance.

(d) They have not fulfilled obligations relating to the payment of social security contributions or the payment of taxes in accordance with the legal provisions of the country in which they are established or with those of the country of the contracting authority or those of the country where the contract is to be performed;

EU-OSHA shall accept, as satisfactory evidence that the tenderer is not in the situation described in point (d), a recent certificate issued by the competent authority of the State concerned. Where no such certificate is issued in the country concerned, it may be replaced by a declaration made by the tenderer before a judicial or administrative authority, a notary or a qualified professional body in his country of origin or provenance.

(e) They have been the subject of a judgment which has the force of res judicata for fraud, corruption, involvement in a criminal organisation or any other illegal activity detrimental to the Communities’ financial interests;

EU-OSHA shall accept, as satisfactory evidence that the tenderer is not in the situation described in point (e), a production of a recent extract from the judicial record or, failing that, a recent equivalent document issued by a judicial or administrative authority in the country of origin or provenance showing that those requirements are satisfied.

(f) Following another procurement procedure or grant award procedure financed by the Community budget, they have been declared to be in serious breach of contract for failure to comply with their contractual obligations.

Where no document or certificate is issued in the country concerned, it may be replaced by a declaration under oath, or, failing that, a solemn declaration made by the interested party before a judicial or administrative authority, a notary or a qualified body in his/her country of origin or provenance.

The contract will not be awarded to tenderers who, during the procurement procedure:

� Are subject to a conflict of interest;

� Are guilty of misrepresentation in supplying the information required by EU-OSHA as a condition of participation in the contract award procedure or fail to supply this information;

Any attempt by a tenderer to obtain confidential information, enter into unlawful agreements with competitors or influence the evaluation committee or EU-OSHA during the process of examining, clarifying, evaluating and comparing tenders will lead to rejection of the offer and may result in administrative penalties.


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8.4.2 Selection criteria

The procedure for the selection of tenderers is intended to assess their economic, financial, technical and professional capacity to carry out the tasks.

Tenderers must provide evidence of economic, financial, technical and professional capacity. Tenderers who do not provide the documentation specified, or who are judged, on the basis of the documentation provided, not to have fulfilled the criteria specified below, will be excluded from the tender procedure.

8.4.2.1 Economic and Financial capacity

The Tenderer must demonstrate sufficient economic and financial resources to be able to execute the tasks within the time schedule in this Tender Specifications and according to the payment schedule specified in the draft Contract in Annex 4.

Proof of economic and financial capacity must be furnished by:

� A statement of overall turnover and turnover in respect of the services to which the contract relates for the previous three financial years

A statement concerning other types of services will not be taken into consideration.

In addition, at least one of the following documents:

� Appropriate statements from banks or evidence of professional risk indemnity insurance.

� the presentation of balance sheets or extracts from balance sheets for at least the last two years for which accounts have been closed, where publication of the balance sheet is required under the company law of the country in which the economic operator is established.

8.4.2.2 Technical and Professional capacity

The ability of service providers to perform the services which are the subject of this tender will be assessed according to each of the criteria and documents listed below.

Since the technical and professional capacity of tenderers will be assessed on the basis of the documents requested below, tenderers should note that any total or partial omission of information for which one or more service providers involved in the tender are responsible may lead EU-OSHA to exclude the tender from the rest of this procedure.

The following documents must be presented as evidence of compliance with the above criteria:

� A detailed company profile, including a short description of the tenderer's activity demonstrating the ability to provide services similar to those described in this call for tenders (maximum of 5.000 characters)

� A proof of being registered in the relevant professional register as prescribed by the national law of the Member State where the tenderer is established

� Information concerning the Contractor’s representative who will be in charge of coordinating, with the Agency, the services to be provided, as indicated in section 7.1 General procedures (maximum of 5.000 characters)

� A list of the main services provided over the last three years in relation to the subject of the tender, stating the amount, the date and the recipients, whether public or private, of the services provided


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� The educational, professional and linguistic qualifications of the Tenderer’s staff proposed for providing the helpdesk services. The persons proposed for the services must provide evidence of at least six months' experience in the specific areas concerned and of a thorough command of Spanish and English. 3 detailed anonymous CVs must be provided, using the model CV (See Annex 3A.6)

� An identification of the part of the contract which the service provider may intend to award to sub-Contractors; in this case, Contractors should give details of the organisations to which they intend to sub-contract work and the quality controls they intend to implement with the sub-Contractors

8.4.3 Technical and financial evaluation of the tenders

The contract will be awarded to the Tenderer submitting the tender offering the best value for money, on the basis of the following:

8.4.3.1 Technical evaluation

The quality of the tender will be awarded points out of 500. Tenders will be evaluated on the basis of the following award criteria, weighted as indicated below:

CRITERIA AS A % IN POINTS

Quality and adequacy of the proposed technical and organizational arrangements for the provision of the services requested.

50% 250

Quality of the management plan and organizational arrangements to ensure achievement of the tasks requested including, among others, organisation of relations with the Agency, organisation of the team and types of backup proposed.

20% 100

Quality of the staff CVs proposed for provision of the services requested

30% 150

TECHNICAL SCORE 100% 500

The numbers of points above indicate the maximum score that can be attributed to each individual criterion.

Offers which do not obtain at least 50% of the maximum score for each award criterion and at least 60% of the overall score for all the criteria will not be admitted to the next stage of the evaluation procedure.


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8.4.3.2 Financial evaluation

The following weightings shall be used for the financial evaluation of tenders:

CRITERIA AS A % IN POINTS

Unit price for 1 month of a permanent day-to-day Helpdesk service

85% 425

Unit price for 1 day (8 hours) of additional temporary helpdesk services

10% 50

Unit price for 1 hour of overtime service 5% 25

FINANCIAL SCORE 100% 500

The numbers of points above indicate the maximum score that can be attributed to each individual criterion.

The lowest acceptable offer will receive the maximum number of points. The remaining offers will receive a number of points corresponding to the ratio between their offer and the lowest acceptable offer, such that the more expensive is the offer, the fewer points it receives. Therefore, the financial value of the tenders that pass the quality evaluation will be determined by calculating the price index by applying the following formula to each of the 3 criteria:

8.4.4 Award of the tender

The contract will be awarded to the tenderer obtaining the highest score, according to the following formula:

The highest possible total score is 1000 points.

(Cheapest price / price of the tender) x highest financial score

Total score = Technical score + Financial score


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8.5 Submission of tenders

8.5.1 General Information

Please note that each tender must cover all the tasks that are the subject of this invitation to tender. Bidding for only some of the tasks is not allowed and will lead to the exclusion of the tender.

Tenders shall be submitted in a clear, legible, detailed and complete manner so that they can be properly evaluated and any ambiguity concerning their terms or figures avoided; tenders that do not satisfy all the essential requirements set out in the call for tender documentation or that do not comply with all the specific terms and conditions set out therein may be immediately eliminated.

Tenders shall be preferably drawn up on the tenderer’s letter-headed paper and every page shall be numbered.

Tenders shall also bear the tenderer’s stamp and signature (preferably in blue ink) or those of its representative duly authorised to act on the tenderer’s behalf.

They shall also include a list/contents page clearly indicating the documents being supplied.

Whenever possible, any binding or assembling of pages that could render their handling or management difficult shall be avoided.

All tenders submitted must comprise three distinct sections:

� Section A: Administrative information / documentation The supporting documentation is an important part of your offer and must be complete to guarantee that your technical proposal will be evaluated.

The administrative part must contain all the information and documents required by the Agency for the appraisal of tenders and, in particular, the following documents:

o Checklist (see Annex 2) o General Information Form (See Annex 3A.2) o The duly completed legal entity forms including all supporting documents (See

Annex 3A.3) o The duly completed financial identification including all supporting documents (See

Annex 3A.4) o The duly completed sworn declaration concerning compliance with the Spanish

Prevention of Workplace Risks Act and additional provisions (See Annex 3A.5) o Declaration on Exclusion criteria (see Annex 3A.1) o Supporting documents for the Selection criteria (all documentation requested in

section 8.4.2 Selection criteria)


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� Section B: Technical proposal This section is of great importance in the assessment of the tenders, the award of the contract and the future execution of any resulting contracts. The technical proposal must meet all the specifications set out in the award criteria (8.4.3 Technical and financial evaluation of the tenders).

The technical proposal must contain the following documentation:

� Solution proposed by the Contractor for the provision of the requested services � Organization and coordination proposed in order to provide the requested services � The technical analysis will be also done on the CVs send in the Section A.

� Section C: Financial proposal

This section of the tender shall satisfy the minimum requirements set out in 8.3 Prices.

The financial proposal must contain the following prices (See Annex 3C):

� Monthly cost of the permanent day-to-day service � Daily cost of additional temporary helpdesk services � Unit cost for overtime


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8.5.2 How to send tenders

Tenderers may submit their tenders in any of the official languages of the European Union:

� Either by post or by courier, in which case the evidence of the date of dispatch shall be constituted by the postmark or the date of the deposit slip

� Or delivered by hand. In this case, a receipt must be obtained as proof of submission, signed and dated by the Agency’s Reception Service

to the following address:

European Agency for Safety and Health at Work Resource and Service Centre - General Services Gran Vía 33, 1st Floor E-48009 BILBAO – SPAIN

The deadline for reception of tenders is 06/07/2012, at 16:00 (Bilbao’s local time) for provided by hand.

The Agency’s Reception Service is open from 09:00 to 13:00 and from 14:00 to 17:00 (Bilbao’s local time) Monday to Friday.

Offers must be submitted in two closed envelopes, one inside the other (double envelope system).

The inner envelope or parcel should be sealed with adhesive tape and signed across the seal and carry the following information:

� the reference number of the tender (EU-OSHA/FC/RSC/12/ICT/S/02) � the project title (“Provision of Helpdesk services”) � the name of the tenderer � the indication “Offer - Not to be opened by the internal mail service” � the address for submission of offers (see below) � the date of posting (if applicable) should be legible on the outer envelope

The inner envelope will contain three innermost envelopes:

� Envelope A: Administrative data and supporting documentation: one original (in paper) � Envelope B: Technical proposal: one original (in paper, unbound, clearly marked as

“Original” and each page has to be signed and numbered), two copies (in paper, bound and each marked as “Copy”)

� Envelope C: Financial proposal: one original (in paper, unbound, clearly marked as “Original” and each page has to be signed and numbered), two copies (in paper, bound and each marked as “Copy”)

8.5.3 Aspects to take into consideration for the presentation of tenders

Submission of a tender implies acceptance of all the terms and conditions set out in this call for tender (Contract notice published in the Official Journal of the European Union, invitation to tender, tender specifications, model Contract, etc.) and, where appropriate, waiver of the tenderer’s own general and specific terms and conditions. This submission is binding on the tenderer to whom the Contract is awarded for the contractual period.


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The period of validity of tenders, during which tenderers may not modify the terms of their tenders in any respect is 6 months from the final date for the submission of tenders.

Tenderers will be informed whether or not their tender has been accepted.

This invitation to tender is in no way binding on the Agency. The Agency’s contractual obligation commences only upon signature of the Contract with the successful tenderer.

Upon to the point of signature, the Agency may either abandon the Contract or cancel the award procedure, without the tenderers being entitled to claim any compensation. This decision must be substantiated and the tenderers notified.

Documents supplied to the Agency in connection with the submission of tenders will not be returned at the end of the procedure, since they must be kept as part of the file for the tendering procedure concerned.

8.5.4 Contacts between EU-OSHA and the tenderer

Contacts between the Agency and tenderers are prohibited throughout the procedure save in exceptional circumstances and under the following conditions only:

� Written clarification before the closing date Requests for clarification regarding this procurement procedure or regarding the nature of the contract can be sent by mail, fax or email to:

European Agency for Safety and Health at Work Resource and Service Centre - General Services Gran Vía 33, 1st Floor E-48009 BILBAO – SPAIN

Email: [email protected] Fax: 0034 94 479 43 83

Each request for clarification sent to EU-OSHA should indicate the reference number and the title of the tender. EU-OSHA will provide additional information resulting from a request for clarification in writing.

Please also check regularly the related web section, where all questions and answers related to this call will be published: http://osha.europa.eu/en/about/calls/

In case EU-OSHA discovers an error, a lack of precision, an omission or any other type of clerical defect in the text of the contract notice or in the specifications for tender, EU-OSHA will inform candidates at its own instance.

� Contacts between EU-OSHA and tenderers after the closing date

If, after the tenders have been opened, some clarification is required in connection with a tender, or if obvious clerical errors in the submitted tender must be corrected, EU-OSHA may contact the tenderer, although such contact may not lead to any alteration of the terms of the submitted tender.

ANNEX 1 – COMPLEMENTARY INFORMATION

ANNEX 2 – CHECK-LIST OF DOCUMENTS TO BE PROVIDED BY TENDERERS

CHECKLIST – EU-OSHA/FC/RSC/12/ICT/S/02

ANNEX 2 – CHECKLIST You must submit your offer in one envelope which contains 3 separate inner envelopes clearly marked envelope A, B and C (see section 8.5.2).

This checklist must be used to ensure that you have provided all the documentation for this tender in the correct way. This checklist should be signed by the tenderer or by the duly authorised representative and included in envelope A of your offer.

Please tick the boxes

Envelope ‘A’ must contain original copies of

Please complete

with index or page number

� This checklist signed and dated

� The Declaration of Exclusion Criteria (see Annex 3A.1)

� A statement of overall turnover and turnover in respect of the services to which the contract relates for the previous three financial years

� Appropriate statements from banks or evidence of professional risk indemnity insurance.

OR

The presentation of balance sheets or extracts from balance sheets for at least the last two years for which accounts have been closed, where publication of the balance sheet is required under the company law of the country in which the economic operator is established.

� The General Information Form (see Annex 3A.1)

� The Legal Entity Form including all supporting documents (see Annex 3A.3)

� The Financial Identification Form including all supporting documents (see Annex 3A.4)

� The duly completed sworn declaration (See Annex 3A.5)

� A detailed company profile

� A proof of being registered in the relevant professional register

� Information concerning the Contractor’s representative coordinating the service

� A list of the main services provided over the last three years in relation to the subject of the tender

� 3 detailed CVs must be provided, using the model (See Annex 3A.6)

� IF APPLICABLE: The consortium Form (See Annex 3A.7)

� IF APPLICABLE: The subcontractors Form (See Annex 3A.8)

� IF APPLICABLE: An identification of the part of the contract which the service provider may intend to award to subcontractors

CHECKLIST – EU-OSHA/FC/RSC/12/ICT/S/02

Envelope ‘B’ must contain 1 original signed copy and 2 copies of the Technical proposal

Please complete


� 1 original signed copy and 2 copies of the Technical proposal, including:

� Solution proposed by the contractor for the provision of the requested services

� Organization and coordination proposed in order to provide the requested services

Envelope ‘C’ must contain1 original signed copy and 2 copies of the Financial proposal

Please complete


� 1 original signed copy and 2 copies of the Financial proposal, including:

� The financial Proposal form (See Annex 3C)

You should also ensure that:

� Your offer is formulated in one of the official languages of the European Union

� The originals of both the Technical and Financial proposals of the tender are signed by the tenderer or his duly authorised representative

� Your tender is perfectly legible in order to rule out any ambiguity

� Your tender is submitted in accordance with the double envelope system as detailed in section 8.5.2 of the Tender Specifications

Full Name

Signature

Date

ANNEX 3 – STANDARD REPLY FORM

STANDARD REPLY FORM – EU-OSHA/FC/RSC/12/ICT/S/02

ANNEX 3A.1 - DECLARATION OF HONOUR WITH RESPECT TO THE EXCLUSION CRITERIA AND ABSENCE OF CONFLICT OF INTER EST

The undersigned [name of the signatory of this form, to be completed]:

� in his/her own name (if the economic operator is a natural person or in case of own declaration of a director or person with powers of representation, decision making or control over the economic operator1)

or

� representing (if the economic operator is a legal person)

official name in full (only for legal person):

official legal form (only for legal person):

official address in full:

VAT registration number:

declares that the company or organisation that he/she represents / he/she:

a) is not bankrupt or being wound up, is not having its affairs administered by the courts, has not entered into an arrangement with creditors, has not suspended business activities, is not the subject of proceedings concerning those matters, and is not in any analogous situation arising from a similar procedure provided for in national legislation or regulations;

b) has not been convicted of an offence concerning professional conduct by a judgment which has the force of res judicata;

c) has not been guilty of grave professional misconduct proven by any means which the contracting authorities can justify;

d) has fulfilled all its obligations relating to the payment of social security contributions and the payment of taxes in accordance with the legal provisions of the country in which it is established, with those of the country of the contracting authority and those of the country where the contract is to be carried out;

e) has not been the subject of a judgement which has the force of res judicata for fraud, corruption, involvement in a criminal organisation or any other illegal activity detrimental to the Union's financial interests;

f) is not a subject of the administrative penalty for being guilty of misrepresentation in supplying the information required by the contracting authority as a condition of participation in the procurement procedure or failing to supply an information, or being declared to be in serious breach of his obligation under contract covered by the budget.

1 To be used depending on the national legislation of the country in which the candidate or tenderer is established and where considered necessary by the contracting authority (see art. 134(4) of the Implementing Rules).


In addition, the undersigned declares on their honour:

g) they have no conflict of interest in connection with the contract; a conflict of interest could arise in particular as a result of economic interests, political or national affinities, family or emotional ties or any other relevant connection or shared interest;

h) they will inform the contracting authority, without delay, of any situation considered a conflict of interest or which could give rise to a conflict of interest;

i) they have not made and will not make any offer of any type whatsoever from which an advantage can be derived under the contract;

j) they have not granted and will not grant, have not sought and will not seek, have not attempted and will not attempt to obtain, and have not accepted and will not accept any advantage, financial or in kind, to or from any party whatsoever, constituting an illegal practice or involving corruption, either directly or indirectly, as an incentive or reward relating to award of the contract;

k) that the information provided to the Commission within the context of this invitation to tender is accurate, sincere and complete;

l) that in case of award of contract, they shall provide upon request the evidence that they are not in any of the situations described in points a, b, d, e above.

For situations described in (a), (b) and (e), production of a recent extract from the judicial record is required or, failing that, a recent equivalent document issued by a judicial or administrative authority in the country of origin or provenance showing that those requirements are satisfied. Where the Tenderer is a legal person and the national legislation of the country in which the Tenderer is established does not allow the provision of such documents for legal persons, the documents should be provided for natural persons, such as the company directors or any person with powers of representation, decision making or control in relation to the Tenderer.

For the situation described in point (d) above, recent certificates or letters issued by the competent authorities of the State concerned are required. These documents must provide evidence covering all taxes and social security contributions for which the Tenderer is liable, including for example, VAT, income tax (natural persons only), company tax (legal persons only) and social security contributions.

For any of the situations (a), (b), (d) or (e), where any document described in two paragraphs above is not issued in the country concerned, it may be replaced by a sworn or, failing that, a solemn statement made by the interested party before a judicial or administrative authority, a notary or a qualified professional body in his country of origin or provenance.]

By signing this form, the undersigned acknowledges that they have been acquainted with the administrative and financial penalties described under art 133 and 134 b of the Implementing Rules (Commission Regulation 2342/2002 of 23/12/02), which may be applied if any of the declarations or information provided prove to be false.

Full Name

Signature

Date


ANNEX 3A.2 - GENERAL INFORMATION FORM

Name of organisation*

Registration no.

Legal Address

Contact person for the tender and job title

Telephone

Fax

E-mail:

Website

Name of person(s) and job title authorised to conclude contract(s)

Names and positions of person(s) responsible for the tender

VAT Number

Bank name

Bank address

Country

Account no.

SWIFT BIC code

IBAN no.

Name of account holder

*If the legal entity to be assumed by the tenderer is that of a consortium please complete the Consortium Form herewith enclosed.


ANNEX 3A.3 - LEGAL ENTITY FORM This form is to be downloaded, depending on the nationality of the tenderer, from the following website:

http://ec.europa.eu/budget/execution/legal_entities_en.htm


ANNEX 3A.4 - FINANCIAL IDENTIFICATION FORM This form is to be downloaded, depending on the nationality of the tenderer, from the following website:

http://ec.europa.eu/budget/execution/ftiers_en.htm


ANNEX 3A.5 – SWORN DECLARATION

The undersigned Mr/Ms........................................................................................................................ with National Identity Document or Passport number......................................................................................... in his/her capacity as an authorised representative of the entity…………………………………………………… ……………..…………………………………………………………………………………………………………...… whose registered office is located at………………………………………………………………………………… ............................................................................................................................................................................ and whose Tax Identity Number (VAT) is ..............................................................................................

DECLARES That the entity that he/she represents accepts the terms and conditions stipulated below with regard to the “Ley española 31/1995 de 8 de Noviembre de Prevención de Riesgos Laborales” (Spanish Prevention of Workplace Risks Act 31/1995 of 8 November 1995) and additional provisions and with regard to the provision of services covered by the aforementioned call for tender procedure1:

1. ........................................................................................ undertakes to comply with and ensure

compliance with the provisions contained in the Spanish Prevention of Workplace Risks Act and in other applicable legal provisions in force.

2. Certifies that ........................................................................................ has adopted the safety organisation scheme comprising a Designated Worker / In-House Safety Service / Out-S ourced Safety Service (delete whichever is inapplicable).

Also certifies that ........................................................................................ has specialist Health Monitoring personnel.

3. ......................................................................................... will provide skilled and trained people at all times to provide the service and carry out the tasks included in the framework contract.

4. certifies that the personnel who are to provide the service have been advised and trained with regard to the risks associated with their work positions and all individual protective equipment and instructions for handling have been delivered, if applicable, the equipment should be available to EU-OSHA for inspection upon request, at any time during the term of the framework contract.

5. If ........................................................................................ subcontracts either in whole or partially the provision of the services, it undertakes to require that its subcontractor fulfils the requirements in this document.

1 Blank fields to be filled out, in general terms with the entity name


6. ........................................................................................ shall be the only person responsible for

compliance with all the employment and Social Security and administrative provisions affecting its labour relations with its personnel and which are currently in force or which may be issued while services are being provided, with EU-OSHA being expressly discharged from any liability arising from non-compliance.

7. ........................................................................................ shall at all times have the qualified and skilled manpower necessary for the provision of the services covered by the Contract.

8. All the material resources used by ........................................................................................ shall satisfy the Prevention of Workplace Risks Act and other additional legal provisions, and in particular, the requirements established by EU-OSHA.

9. EU-OSHA reserves the right to ask ........................................................................................ and any subcontractors involved in the provision of the services for any type of supplementary documentation, in addition to that set out in this document, which it considers appropriate for verifying whether the health and safety measures they have adopted are suitable and sufficient.

Full Name

Signature

Date


ANNEX 3A.6 – CV TEMPLATE

Work experience

Dates Add separate entries for each relevant post occupied, starting from the most recent.

Occupation or position held

Main activities and responsibilities

Type of business or sector

Dates Add separate entries for each relevant post occupied, starting from the most recent.

Occupation or position held

Main activities and responsibilities

Type of business or sector

Education and training

Dates Add separate entries for each relevant course you have completed, starting from the most recent.

Title of qualification awarded

Principal subjects/occupational skills covered

Name and type of organisation providing education and training

Level in national or international classification

Dates Add separate entries for each relevant course you have completed, starting from the most recent.

Title of qualification awarded

Principal subjects/occupational skills covered

Name and type of organisation providing education and training

Level in national or international classification


Personal skills and competences

Mother tongue(s) Specify mother tongue

Other language(s)

Self-assessment Understanding Speaking Writing

European level (*) Listening Reading Spoken interaction Spoken production

Language

Language

(*) Common European Framework of Reference for Languages

Computer skills and competences Replace this text by a description of these competences and indicate where they were acquired.

Organisational skills and competences Replace this text by a description of these competences and indicate where they were acquired.

Social skills and competences Replace this text by a description of these competences and indicate where they were acquired.

Other skills and competences Replace this text by a description of these competences and indicate where they were acquired.


ANNEX 3A7 - CONSORTIUM FORM Name of tenderer: Form of the Consortium: (Please cross the relevant box)

Permanent: Legally established: Grouping for this tender:

Name(s) Address

Leader of the Consortium (person authorised to conclude contract)

Partner 1*

Partner 2*

* add/delete additional lines for partners as appropriate. Note that a subcontractor is not considered to be a partner.

We confirm, as a partner in the consortium, that all partners are jointly and severally liable by law for the performance of the contract, that the leader is authorised to bind, and receive instructions for and on behalf of, each partner, that the performance of the contract, including payments, is the responsibility of the leader, and that all partners in the consortium are bound to remain in the consortia for the entire period of the contract's performance.

Signature:

Leader

Date:

Signature:

Partner 1

Date:

Signature:

Partner 2…etc

Date:

X


ANNEX 3A8 - SUB-CONTRACTORS FORM

Name(s) Address

Tenderer

(person authorised to conclude contract)

Sub-contractor 1*

Sub-contractor 2*

* add/delete additional lines for subcontractors as appropriate.

As subcontractors for this tender, we confirm that we are willing to perform the tasks assigned above and as specified in the tender.

Signature:

Tenderer

Date:

Signature:

Subcontractor 1

Date:

Signature:

Subcontractor 2

Date:


ANNEX 3C – FINANCIAL PROPOSAL FORM

Item Price (in EUR)

Unit price for 1 month of a permanent day-to-day Helpdesk service

Unit price for 1 day (8 hours) of an additional te mporary helpdesk services

Unit price for 1 hour of overtime service

Full Name

Signature

Date

ANNEX 4 - DRAFT FRAMEWORK CONTRACT AND ANNEXES

Contract number: [complete] Contract model of September 2011

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FRAMEWORK SERVICE CONTRACT

CONTRACT NUMBER – [complete] THE EUROPEAN AGENCY FOR SAFETY AND HEALTH AT WORK (hereinafter referred to as "the Agency"), represented for the purposes of the signature of this contract by Françoise Murillo, Head of Resource and Service Centre, of the one part, and [official name in full] [official legal form] [statutory registration number] [official address in full] [VAT registration number] (hereinafter referred to as "the Contractor"), [represented for the purposes of the signature of this contract by [forename, surname and function,]] The parties identified above and hereinafter collectively referred to as ‘the Contractor’ shall be jointly and severally liable vis-à-vis the Agency for the performance of this contract. of the other part,


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HAVE AGREED the Special Conditions and the following Annexes and Specific Contract:

Annex I (a) General Conditions

(b) Model Specific Contract

Annex II – Tender Specifications (Invitation to Tender No [complete] of [insert date])

Annex III – Contractor's Tender (No [complete] of [insert date]) which form an integral part of this contract (hereinafter referred to as “the Contract”). - The terms set out in the Special Conditions shall take precedence over those in the

other parts of the Contract. - The terms set out in the General Conditions shall take precedence over those in the

model order form and model specific contract (Annex I) - The terms set out in the model order form and model specific contract (Annex I) shall

take precedence over those in the other Annexes. - The terms set out in the Tender Specifications (Annex II) shall take precedence over

those in the Tender (Annex III). - The terms set out in the Contract shall take precedence over those in the order forms

and specific contracts. - The terms set out in the specific contracts shall take precedence over those in the

Requests for Services. - The terms set out in the Requests for Services shall take precedence over those in the

specific tenders.

Subject to the above, the several instruments forming part of the Contract are to be taken as mutually explanatory. Ambiguities or discrepancies within or between such parts shall be explained or rectified by a written instruction issued by the Agency, subject to the rights of the Contractor under Article I.7 should he dispute any such instruction.


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I – SPECIAL CONDITIONS ARTICLE I.1 - SUBJECT I.1.1 The subject of the Contract is the provision of the Helpdesk Service for the

Agency.

I.1.2 Signature of the Contract imposes no obligation on the Agency to purchase. Only implementation of the Contract through order forms and specific contracts is binding on the Agency.

I.1.3 Once implementation of the Contract has commenced, the Contractor shall provide the services in accordance with all terms and conditions of the Contract.

ARTICLE I.2 - DURATION I.2.1 The Contract shall enter into force on the date on which it is signed by the last

contracting party

I.2.2 Under no circumstances may implementation commence before the date on which the Contract enters into force. Execution of the tasks may under no circumstances begin before the date on which the order form or specific contract enters into force.

I.2.3 The Contract is concluded for a period of 12 months with effect from the date on which it enters into force. This contractual period and all other periods specified in the Contract are calculated in calendar days unless otherwise indicated.

I.2.4 The order forms or specific contracts shall be returned signed before the Contract to which they refer expires.

The Contract shall continue to apply to such order forms and specific contracts after its expiry. They shall be executed no later than 3 months after the expiry of the Contract

I.2.5 Contract renewal

The Contract shall be renewed automatically up to 3 times under the same conditions, unless written notification to the contrary is sent by one of the contracting parties and received by the other before expiry of the period indicated in Article I.2.3. Renewal does not imply any modification or deferment of existing obligations.

ARTICLE I.3 – CONTRACT PRICES I.3.1 The maximum amount of the Contract shall be EUR [amount in figures and in

word]. The prices of the services shall be as listed in Annex II.

The price indicated in the specific contract or order form covers any fees payable to the Contractor in relation to the vesting of rights in the Union and where applicable the transfer of rights to the Union and any use of the results by the Agency.

I.3.2 Prices shall be expressed in EUR.

I.3.3 Price revision


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Prices shall be fixed and not subject to revision for implementation during the first year of duration of the Contract.

At the beginning of the second and every following year of the Contract, [80% of] each price may be revised upwards or downwards , if such revision is requested by one of the contracting parties by registered letter no later than three months before the anniversary of the date on which it was signed. The Agency shall purchase on the basis of the prices in force on the date on which order forms or specific contracts are signed. Such prices shall not be subject to revision.

This revision shall be determined by the trend in the harmonised indices of consumer prices (HICP) MUICP published for the first time by the Publications Office of the European Union in the Eurostat monthly 'Data in Focus' publication at http://www.ec.europa.eu/eurostat/.

Revision shall be calculated in accordance with the following formula:

Ir Pr = Po (0,2+0,8 — )

Io

where:

Pr = revised price; Po = price in the original tender; Io = index for the month [in which the validity of the tender expires]

[corresponding to the final date for submission of tenders]; Ir = index for the month [corresponding to the date of receipt of the letter

requesting a revision of prices] [in which the revised prices take effect]]. ARTICLE I.4 – PAYMENTS AND IMPLEMENTATION OF THE CO NTRACT I.4.1 Single framework contract

When a request for services has been sent by the Agency to the Contractor:

• Within 10 working days of the date of dispatch of the request by the Agency, the Contractor shall send a proposal, duly signed and dated, with CVs of the resources to be allocated for its execution and a provisional schedule.

• If the proposal falls short of expectations, the Agency shall set these out in detail, and allow 5 working days for a new proposal to be made.

• Approval of the proposal shall lead to the signature of the specific contract • Within 5 working days of a specific contract being sent by the Agency to the

Contractor, the Agency shall receive it back, duly signed and dated. • The period allowed for the execution of the tasks shall start to run on the date

indicated in the specific contract.

I.4.2 Pre-financing

Performance of the contract will not involve any pre-financing.

I.4.3 Interim payment and Payment of the balance

• The Agency shall pay the invoices submitted to it for the provision of the services figuring in this contract within 45 calendar days of the date of its registration and


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approval; by date of payment is meant the date on which the Agency’s account is debited. Should even one fundamental element be missing from the invoice this shall suffice for it to be deemed inadmissible.

• Payments shall be made monthly in arrears, on submission of the invoice, by bank transfer to the account designated by the Contractor on the financial identification form supplied previously to the Agency.

• It must be clear from the breakdown of the invoice exactly what has been charged and the contract’s identification number must be quoted on the invoice.

• Payments shall be executed only if the Contractor has fulfilled all his contractual obligations by the date on which the invoice is submitted. Payment requests may not be made if payments for previous periods have not been executed as a result of default or negligence on the part of the Contractor.

• The invoicing address shall be:

European Agency for Safety and Health at Work Resource and Service Centre ICT Section Gran Vía, 33 E-48009 Bilbao

SpainThe Agency shall not be liable for payment delay when invoices are sent to a wrong address.

• For Contractors established in Spain, the order forms shall include the following provision: ”Direct VAT exoneration (BOE 07/02/1997, nº33 pages 3917 to 3919”.


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ARTICLE I.5 – BANK ACCOUNT Payments shall be made to the Contractor’s bank account denominated in euro, identified as follows:

Name of bank: Address of branch in full: Exact designation of account holder: Full account number including codes: IBAN code:

ARTICLE I.6 – GENERAL ADMINISTRATIVE PROVISIONS Any communication relating to the Contract or to its implementation shall be made in writing in paper or electronic format and shall bear the Contract and specific contract numbers. Ordinary mail shall be deemed to have been received by the Agency on the date on which it is registered by the unit responsible indicated below.

Electronic communication must be confirmed by paper communication when requested by any of the parties. The parties agree that paper communication can be replaced by electronic communication with electronic signature. Email shall be deemed to have been received by the Agency on the date on which it is received by the unit responsible indicated below

Communications shall be sent to the following addresses:

Agency: European Agency for Safety and Health at Work Resource and Service Centre ICT Section Gran Vía, 33 E-48009 Bilbao Spain Email: [email protected] Contractor: Mr/Mrs/Ms [complete] [Function] [Company name] [Official address in full]

ARTICLE I.7 – APPLICABLE LAW AND SETTLEMENT OF DISP UTES I.7.1 The Contract shall be governed by Union law, complemented, where necessary, by

the national substantive law of Spain.

I.7.1a Mediation

Not applicable


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I.7.2 Any dispute between the parties resulting from the interpretation or application of the Contract which cannot be settled amicably shall be brought before the courts of Bilbao.

ARTICLE I.8 – DATA PROTECTION Any personal data included in the Contract shall be processed pursuant to Regulation (EC) No 45/2001 on the protection of individuals with regard to the processing of personal data by the Community institutions and bodies and on the free movement of such data. Such data shall be processed solely for the purposes of the performance, management and monitoring of the Contract by the Agency acting as data controller without prejudice to possible transmission to the bodies charged with monitoring or inspection task in application of Union law.

ARTICLE I.9 - USE OF THE RESULTS

I.9.1 Modes of exploitation

Not applicable

I.9.2 Pre-existing rights, intermediaries, creators' rights

Not applicable

I.9.3 Partial vesting of rights (pre-existing or not pre-existing)

Not applicable

I.9.4 Persons depicted in photographs or

Not applicable

ARTICLE I.10 – TERMINATION BY EITHER CONTRACTING PA RTY Either contracting party may, of its own volition and without being required to pay compensation, terminate the Contract by serving 3 month- formal prior notice. Should the Agency terminate the Contract, the Contractor shall only be entitled to payment corresponding to the part-performance of the services ordered before the termination date. Article II.14.4 applies accordingly. ARTICLE I.11– CONTRACT CONCLUDED DURING STANDSTILL PERIOD In case this Contract was signed by both the Agency and the Contractor before the expiry of 14 calendar days from the day after simultaneous dispatch of information about the award decisions and decisions to reject, this Contract shall be null and void.

This article is not applicable for contracts not covered by Directive 2004/18/EC and in cases indicated in Article 158a(2) of the rules for the implementation of the Financial Regulation (Regulation No 2342/2002).

ARTICLE I.12 – INTER-INSTITUTIONAL CONTRACT


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Not applicable

ARTICLE I.13 – OTHER SPECIAL CONDITIONS Not applicable

SIGNATURES For the Contractor, [Company name/forename/surname/function] signature[s]: _______________________

For the Agency, Françoise Murillo, Head of Resource and Service Centre signature[s]:_____________________

Done at [place], [date] Done at Bilbao, [date] In duplicate in English.


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ANNEX IA

II – GENERAL CONDITIONS FOR SERVICE FRAMEWORK CONTRACTS

ARTICLE II. 1 – PERFORMANCE OF THE CONTRACT II.1.1 The Contractor shall perform the Contract to the highest professional standards.

The Contractor shall have sole responsibility for complying with any legal obligations incumbent on him, notably those resulting from employment, tax and social legislation.

II.1.2 The Contractor shall have sole responsibility for taking the necessary steps to obtain any permit or licence required for performance of the Contract under the laws and regulations in force at the place where the tasks assigned to him are to be executed.

II.1.3 Without prejudice to Article II.3 any reference made to the Contractor’s staff in the Contract shall relate exclusively to individuals involved in the performance of the Contract.

II.1.4 The Contractor must ensure that any staff performing the Contract has the professional qualifications and experience required for the execution of the tasks assigned to him.

II.1.5 The Contractor shall neither represent the Agency nor behave in any way that would give such an impression. The Contractor shall inform third parties that he does not belong to the European public service.

II.1.6 The Contractor shall have sole responsibility for the staff who execute the tasks assigned to him.

The Contractor shall make provision for the following employment or service relationships with his staff:

• staff executing the tasks assigned to the Contractor may not be given orders direct by the Agency;

• the Agency may not under any circumstances be considered to be the staff's employer and the said staff shall undertake not to invoke in respect of the Agency any right arising from the contractual relationship between the Agency and the Contractor.

II.1.7 In the event of disruption resulting from the action of a member of the Contractor's staff working on Agency premises or in the event of the expertise of a member of the Contractor's staff failing to correspond to the profile required by the Contract, the Contractor shall replace him without delay. The Agency shall have the right to request the replacement of any such member of staff, stating its reasons for so doing. Replacement staff must have the necessary qualifications and be capable of performing the Contract under the same contractual conditions. The Contractor shall be responsible for any delay in the execution of the tasks assigned to him resulting from the replacement of staff.

II.1.8 Should any unforeseen event, action or omission directly or indirectly hamper execution of the tasks, either partially or totally, the Contractor shall immediately and at his own initiative record it and report it to the Agency. The report shall


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include a description of the problem and an indication of the date on which it started and of the remedial action taken by the Contractor to ensure full compliance with his obligations under the Contract. In such event the Contractor shall give priority to solving the problem rather than determining liability.

II.1.9 Should the Contractor fail to perform his obligations under the Contract, the Agency may - without prejudice to its right to terminate the Contract - reduce or recover payments in proportion to the scale of the failure. In addition, the Agency may claim compensation or impose liquidated damages provided for in Article II.12.

ARTICLE II. 2 – LIABILITY II.2.1 The Agency shall not be liable for damage sustained by the Contractor in

performance of the Contract except in the event of wilful misconduct or gross negligence on the part of the Agency.

II.2.2 The Contractor shall be liable for any loss or damage sustained by the Agency in performance of the Contract, including in the event of subcontracting under Article II.6 but only up to three times the total amount of the Contract. Nevertheless, if the damage or loss is caused by the gross negligence or wilful misconduct of the Contractor or by its employees, the Contractor shall remain liable without any limitation as to the amount of the damage or loss.

II.2.3 The Contractor shall provide compensation in the event of any action, claim or proceeding brought against the Agency by a third party as a result of damage caused by the Contractor in performance of the Contract.

II.2.4 In the event of any action brought by a third party against the Agency in connection with performance of the Contract, the Contractor shall assist the Agency. Expenditure incurred by the Contractor to this end may be borne by the Agency.

II.2.5 The Contractor shall take out insurance against risks and damage relating to performance of the Contract if required by the relevant applicable legislation. He shall take out supplementary insurance as reasonably required by standard practice in the industry. A copy of all the relevant insurance contracts shall be sent to the Agency should it so request.

ARTICLE II. 3 - CONFLICT OF INTERESTS II.3.1 The Contractor shall take all necessary measures to prevent any situation that could

compromise the impartial and objective performance of the Contract. Such conflict of interests could arise in particular as a result of economic interest, political or national affinity, family or emotional ties, or any other relevant connection or shared interest. Any conflict of interests which could arise during performance of the Contract must be notified to the Agency in writing without delay. In the event of such conflict, the Contractor shall immediately take all necessary steps to resolve it.

The Agency reserves the right to verify that such measures are adequate and may require additional measures to be taken, if necessary, within a time limit which it


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shall set. The Contractor shall ensure that his staff, board and directors are not placed in a situation which could give rise to conflict of interests. Without prejudice to Article II.1 the Contractor shall replace, immediately and without compensation from the Agency, any member of his staff exposed to such a situation.

II.3.2 The Contractor shall abstain from any contact likely to compromise his independence.

II.3.3 The Contractor declares:

• that he has not made and will not make any offer of any type whatsoever from which an unjustified advantage can be derived under the Contract,

• that he has not granted and will not grant, has not sought and will not seek, has not attempted and will not attempt to obtain, and has not accepted and will not accept, any advantage, financial or in kind, to or from any party whatsoever, where such advantage constitutes an illegal practice or involves corruption, either directly or indirectly, inasmuch as it is an incentive or reward relating to performance of the Contract.

II.3.4 The Contractor shall pass on all the relevant obligations in writing to his staff, board, and directors as well as to third parties involved in performance of the Contract.

ARTICLE II. 4 – CONFIDENTIALITY II.4.1. The Contractor undertakes to treat in the strictest confidence and not make use of

or divulge to third parties any information or documents which are linked to performance of the Contract. The Contractor shall continue to be bound by this undertaking after completion of the tasks.

II.4.2. The Contractor shall obtain from each member of his staff, board and directors an undertaking that they will respect the confidentiality of any information which is linked, directly or indirectly, to execution of the tasks and that they will not divulge to third parties or use for their own benefit or that of any third party any document or information not available publicly, even after completion of the tasks.

ARTICLE II.5 - DATA PROTECTION II.5.1 The Contractor shall have the right of access to his/her personal data and the right

to rectify any such data. Should the Contractor have any queries concerning the processing of his/her personal data, s/he shall address them to the entity acting as data controller provided for in Article I.8.

II.5.2 The Contractor shall have right of recourse at any time to the European Data Protection Supervisor.

II.5.3 Where the Contract requires the processing of personal data by the Contractor, the Contractor may act only under the supervision of the data controller, in particular with regard to the purposes of the processing, the categories of data which may be processed, the recipients of the data, and the means by which the data subject may exercise his/her rights.


12

II.5.4 The Contractor shall limit access to the data to the staff strictly necessary for the performance, management and monitoring of the Contract.

II.5.5 The Contractor undertakes to adopt appropriate technical and organisational security measures having regard to the risks inherent in the processing and to the nature of the personal data concerned in order to:

a) prevent any unauthorised person from having access to computer systems processing personal data, and especially:

aa) unauthorised reading, copying, alteration or removal of storage media;

ab) unauthorised data input as well as any unauthorised disclosure, alteration or erasure of stored personal data; ac) unauthorised use of data-processing systems by means of data transmission facilities;

b) ensure that authorised users of a data-processing system can access only the personal data to which their access right refers;

c) record which personal data have been communicated, when and to whom; d) ensure that personal data being processed on behalf of third parties can be

processed only in the manner prescribed by the contracting institution or body;

e) ensure that, during communication of personal data and transport of storage media, the data cannot be read, copied or erased without authorisation;

f) design its organisational structure in such a way that it meets data protection requirements.

ARTICLE II. 6 – SUBCONTRACTING II.6.1 The Contractor shall not subcontract without prior written authorisation from the

Agency nor cause the Contract to be performed in fact by third parties.

II.6.2 Even where the Agency authorises the Contractor to subcontract to third parties, he shall none the less remain bound by his obligations to the Agency under the Contract and shall bear exclusive liability for proper performance of the Contract.

II.6.3 The Contractor shall make sure that the subcontract does not affect rights and guarantees to which the Agency is entitled by virtue of the Contract, notably Article II.20.

ARTICLE II. 7 – AMENDMENTS Any amendment to the Contract shall be the subject of a written agreement concluded by the contracting parties before fulfilment of all their contractual obligations. An oral agreement shall not be binding on the contracting parties. An order form or a specific contract may not be deemed to constitute an amendment to the Contract.

ARTICLE II. 8 – ASSIGNMENT


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II.8.1 The Contractor shall not assign the rights and obligations arising from the Contract, in whole or in part, without prior written authorisation from the Agency.

II.8.2 In the absence of such authorisation, or in the event of failure to observe the terms thereof, assignment by the Contractor shall not be enforceable against and shall have no effect on the Agency.

ARTICLE II.9 - USE, DISTRIBUTION AND PUBLICATION OF INFORMATION ABOUT THE CONTRACT II.9.1 The Contractor shall authorise the Agency to process, use, distribute and publish,

for whatever purpose, by whatever means and on whatever medium, any data contained in the Contract, in particular the identity of the Contractor, the subject matter, the duration and the amount paid. Where personal data is concerned, Article I.8 and II.5 shall apply.

II.9.2 Unless otherwise provided by the Special Conditions, the Agency shall not be required to distribute or publish documents or information supplied in performance of the Contract. If it decides not to distribute or publish the documents or information supplied, the Contractor may not have them distributed or published elsewhere without prior written authorisation from the Agency.

II.9.3 Any distribution or publication of information relating to the Contract or use of outcome of the implementation of the Contract and provided as such by the Contractor shall require prior written authorisation from the Agency and, if so requested, shall mention that it was produced within a contract with the Agency. It shall state that the opinions expressed are those of the Contractor only and do not represent the Agency's official position.

II.9.4 The use of information obtained by the Contractor in the course of the Contract for purposes other than its performance shall be forbidden, unless the Agency has specifically given prior written authorisation to the contrary.

ARTICLE II. 10 – OWNERSHIP OF THE RESULTS - INTELLE CTUAL AND INDUSTRIAL PROPERTY II.10.1 A result shall be any outcome of the implementation of the Contract and provided

as such by the Contractor.

A creator shall be any person who contributed to production of the result.

Pre-existing intellectual property rights, sometimes referred to as background technology, are any industrial and intellectual property rights which exist prior to the contract being entered into and include rights of ownership and use of the Contractor, the Agency and any third parties ("pre-existing rights").

It shall be a material term of the Contract and of the essence of the Contract that Contractors shall be under a duty to provide a list of pre-existing rights at the date of delivery of the final result the latest.

II.10.2 The ownership of all the results or rights thereon as listed in the tender specification and the tender attached to the contract, including copyright and


14

other intellectual or industrial property rights, and all technological solutions and information embodied therein, obtained in performance of the Contract, shall be irrevocably and fully vested to the Union, which may use them as described in the Contract. All the rights shall be vested on the Union from the moment the results were delivered and accepted by the Agency.

For the avoidance of doubt and where applicable, any such vesting of rights is also deemed to constitute an effective transfer of the rights from the Contractor to the Union.

The payment of the fee under Article I.3 is deemed to include all forms of use by the Union of the results as set out in Article I.9.

The above vesting of rights in the Union under this Contract covers all territories worldwide and is valid for the whole duration of intellectual property rights protection.

II.10.3 Any intermediary sub-result, raw data, intermediary analysis made available to the Agency by the Contractor cannot be used by the Union without written consent of the Contractor, unless the tender specification explicitly provides for it to be treated as self-contained result.

II.10.4 The Contractor retains all right, title and interest in pre-existing rights not fully vested into the Union in line with Article I.9.2, and hereby grants the Union for the requested period a licence to use the pre-existing rights to the extent necessary to use the delivered results.

II.10.5 The Contractor shall ensure that delivered results are free of rights or claims from third parties including in relation to pre-existing rights, for any use envisaged by the Agency. This does not concern the moral rights of natural persons and rights referred to in Article II.10.4.

II.10.6 The Contractor shall clearly point out all quotations of existing textual works made by the Contractor. The complete reference should include as appropriate: name of the author, title of the work, date of publishing, date of creation, place of publication, address of publication on internet, number, volume and other information allowing to identify the origin easily.

II.10.7 The Contractor shall clearly indicate all parts to which there are pre-existing rights and all parts of the result originating from external sources: parts of other documents, images, graphs, tables, data, software, technical inventions, know-how etc. (delivered in paper, electronic or other form).

For non-textual results or results provided in electronic form only, the description, instruction or information document shall list all parts coming from external sources: IT development tools, routines, subroutines and/or other programs ("background technology"), concepts, designs, installations or pieces of art, data, source or background materials or any other parts of external origin.

II.10.8 If the Agency so requires, the Contractor shall provide proof of ownership or rights to use all necessary rights to the materials referred to in Article II.10.7.

II.10.9. By delivering the results the Contractor confirms that the creators undertake not to oppose their names being recalled when the results are presented to the public and confirms that the results can be divulged.

The Contractor shall possess all relevant agreements of the creator and provide proof by way of documentary evidence.


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II.10.10. By delivering the results the Contractor warrants that the above transfer of rights does not violate any law or infringe any rights of others and that he possesses the relevant rights or powers to execute the transfer. He also warrants that he has paid or has verified payment of all fees including fees to collecting societies, related to the final results.

II.10.11. The Contractor shall indemnify and hold the Union harmless for all damages and cost incurred due to any claim brought by any third party including creators and intermediaries for any alleged breach of any intellectual, industrial or other property right based on the Union's use of the works and in relation to which the Contractor has granted the Union user rights.

ARTICLE II. 11 – FORCE MAJEURE II.11.1 Force majeure shall mean any unforeseeable and exceptional situation or event

beyond the control of the contracting parties which prevents either of them from performing any of their obligations under the Contract, was not due to error or negligence on their part or on the part of a subcontractor, and could not have been avoided by the exercise of due diligence. Defects in equipment or material or delays in making it available, labour disputes, strikes or financial problems cannot be invoked as force majeure unless they stem directly from a relevant case of force majeure.

II.11.2 Without prejudice to Article II.1.8, if either contracting party is faced with force majeure, it shall notify the other party without delay by registered letter with acknowledgment of receipt or equivalent, stating the nature, likely duration and foreseeable effects.

II.11.3 Neither contracting party shall be held in breach of its contractual obligations if it has been prevented from performing them by force majeure. Where the Contractor is unable to perform his contractual obligations owing to force majeure, he shall have the right to remuneration only for tasks actually executed.

II.11.4 The contracting parties shall take the necessary measures to reduce damage to a minimum.

ARTICLE II. 12 – LIQUIDATED DAMAGES Should the Contractor fail to perform his obligations under the Contract within the time limits set by the Contract, then, without prejudice to the Contractor's actual or potential liability incurred in relation to the Contract or to the Agency's right to terminate the Contract, the Agency may decide to impose liquidated damages per calendar day of delay according to the following formula: 0.3 x (V/d)

V is the price of the relevant purchase; d is the duration specified in the relevant order form or specific contract expressed in days

The Contractor may submit arguments against this decision within thirty days of notification by registered letter with acknowledgement of receipt or equivalent. In the absence of reaction on his part or of written withdrawal by the Agency within thirty days of the receipt of such arguments, the decision imposing the liquidated damages shall


16

become enforceable. These liquidated damages shall not be imposed where there is provision for interest for late completion. The Agency and the Contractor expressly acknowledge and agree that any sums payable under this article are in the nature of liquidated damages and not penalties, and represent a reasonable estimate of fair compensation for the losses that may be reasonably anticipated from such failure to perform obligations.

ARTICLE II. 13 – SUSPENSION OF THE CONTRACT Without prejudice to the Agency's right to terminate the Contract, where the Contract is subject to substantial error, irregularity or fraud the Agency may suspend execution of the Contract, pending order forms or specific contracts or any part thereof. Suspension shall take effect on the day the Contractor receives notification by registered letter with acknowledgment of receipt or equivalent, or at a later date where the notification so provides. The Agency shall as soon as possible give notice to the Contractor to resume the service suspended or inform that it is proceeding with contract termination. The Contractor shall not be entitled to claim compensation on account of suspension of the Contract, of the order forms or specific contracts, or of part thereof. ARTICLE II. 14 – TERMINATION BY THE AGENCY II.14.1 The Agency may terminate the Contract, a pending order form or a specific

contract in the following circumstances:

(a) where the Contractor is being wound up, is having his affairs administered by the courts, has entered into an arrangement with creditors, has suspended business activities, is the subject of proceedings concerning those matters, or is in any analogous situation arising from a similar procedure provided for in national legislation or regulations;

(b) where the Contractor has not fulfilled obligations relating to the payment of social security contributions or the payment of taxes in accordance with the legal provisions of the country in which he is established or with those of the country applicable to the Contract or those of the country where the Contract is to be performed;

(c) where the Agency has evidence or seriously suspects the Contractor or any related entity or person, of professional misconduct;

(d) where the Agency has evidence or seriously suspects the Contractor or any related entity or person, of fraud, corruption, involvement in a criminal organisation or any other illegal activity detrimental to the Union's financial interests;

(e) where the Agency has evidence or seriously suspects the Contractor or any related entity or person, of substantial errors, irregularities or fraud in the award procedure or the performance of the Contract;

(f) where the Contractor is in breach of his obligations under Article II.3;

(g) where the Contractor was guilty of misrepresentation in supplying the information required by the Agency as a condition of participation in the Contract procedure or failed to supply this information;


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(h) where a change in the Contractor’s legal, financial, technical or organisational situation could, in the Agency’s opinion, have a significant effect on the performance of the Contract;

(i) where execution of the tasks under a pending order form or a specific contract has not actually commenced within fifteen days of the date foreseen, and the new date proposed, if any, is considered unacceptable by the Agency;

(j) where the Contractor is unable, through his own fault, to obtain any permit or licence required for performance of the Contract;

(k) where the Contractor, after receiving formal notice in writing to comply, specifying the nature of the alleged failure, and after being given the opportunity to remedy the failure within a reasonable period following receipt of the formal notice, remains in serious breach of his contractual obligations;

(l) when due to the termination of the contract with one or more of the contractors there is no minimum required competition within the multiple framework contract with reopening of competition.

II.14.2 In case of force majeure, notified in accordance with Article II.11, either contracting party may terminate the Contract, where performance thereof cannot be ensured for a period corresponding to at least to one fifth of the period laid down in Article I.2.3.

II.14.3 Prior to termination under point c), d), e), h) or k), the Contractor shall be given the opportunity to submit his observations.

Termination shall take effect on the date on which a registered letter with acknowledgment of receipt terminating the Contract is received by the Contractor, or on any other date indicated in the letter of termination.

II.14.4 Consequences of termination

In the event of the Agency terminating the Contract or a pending order form or specific contract in accordance with this article and without prejudice to any other measures provided for in the Contract, the Contractor shall waive any claim for consequential damages, including any loss of anticipated profits for uncompleted service. On receipt of the letter terminating the Contract, the Contractor shall take all appropriate measures to minimise costs, prevent damage, and cancel or reduce his commitments. He shall draw up the documents required by the Special Conditions for the tasks executed up to the date on which termination takes effect, within a period not exceeding sixty days from that date.

The Agency may claim compensation for any damage suffered and recover any sums paid to the Contractor under the Contract.

On termination the Agency may engage any other contractor to execute or complete the services. The Agency shall be entitled to claim from the Contractor all extra costs incurred in doing so, without prejudice to any other rights or guarantees it has under the Contract.

ARTICLE II.14a – SUBSTANTIAL ERRORS, IRREGULARITIES AND FRAUD

ATTRIBUTABLE TO THE CONTRACTOR Where, after the award of the Contract, the award procedure or the performance of the Contract prove to have been subject to substantial errors, irregularities or fraud, and where such errors, irregularities or fraud are attributable to the Contractor, the Agency may refuse to make payments, may recover amounts already paid or may terminate all the


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contracts concluded with the Contractor, in proportion to the seriousness of the errors, irregularities of fraud. ARTICLE II. 15 – INVOICING AND PAYMENTS II.15.1 Pre-financing guarantee

Where required by Article I.4 or if the pre-financing is over €150 000, the Contractor shall provide a financial guarantee in the form of a bank guarantee or equivalent supplied by a bank or an authorised financial institution (guarantor) to cover pre-financing under the Contract. Such guarantee may be replaced by a joint and several guarantee by a third party.

The guarantor shall pay to the Agency at its request an amount corresponding to payments made by it to the Contractor which have not yet been covered by equivalent service rendered on his part.

The guarantor shall stand as first-call guarantor and shall not require the Agency to have recourse against the principal debtor (the Contractor).

The guarantee shall specify that it enters into force at the latest on the date on which the Contractor receives the pre-financing. The guarantee shall be retained until the pre-financing has been cleared against interim payments or payment of the balance to the Contractor. It shall be released the following month or, in the absence of such clearing, four months after the issuance of a corresponding debit note. The cost of providing such guarantee shall be borne by the Contractor.

II.15.2 Interim payments and payment of the balance

Payments shall be executed only if the Contractor has fulfilled all his contractual obligations by the date on which the invoice is submitted.

At the end of each of the periods indicated in Annex II the Contractor shall submit to the Agency an invoice accompanied by the documents provided for in the Special Conditions.

If providing a progress report is a condition for payment, on receipt the Agency shall have the period of time indicated in the Special Conditions in which:

• to approve it, with or without comments or reservations, or suspend such period and request additional information; or

• to reject it and request a new progress report. Approval of the progress report shall not imply recognition of the regularity or of the authenticity, completeness and correctness of the declarations and information it contains.

Where the Agency requests a new progress report because the one previously submitted has been rejected, this shall be submitted within the period of time indicated in the Special Conditions. The new progress report shall likewise be subject to the above provisions.

II.15.3. Payment currency and costs

Payments are executed in the currency of the contract.

Costs of the transfer are borne in the following way:

• costs of dispatch charged by the bank of the Agency are borne by the Agency,

• cost of receipt charged by the bank of the Contractor are borne by the Contractor,

• all costs of repeated transfer caused by one of the parties are borne by the party who caused repetition of the transfer.


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ARTICLE II. 16 – GENERAL PROVISIONS CONCERNING PAYM ENTS II.16.1 Payments shall be deemed to have been made on the date on which the Agency's

account is debited.

II.16.2 The payment periods referred to in Article I.4 may be suspended by the Agency at any time if it informs the Contractor that his invoice is not admissible, either because the amount is not due or because the necessary supporting documents have not been properly produced. The Agency may proceed with further verification, including an on-the-spot check, in order to ascertain, prior to payment, that the invoice is admissible.

The Agency shall notify the Contractor accordingly and set out the reasons for the suspension by registered letter with acknowledgment of receipt or equivalent. Suspension shall take effect from the date of dispatch of the letter. The remainder of the period referred to in Article I.4 shall begin to run again once the suspension has been lifted.

II.16.3 In the event of late payment the Contractor shall be entitled to interest, provided the calculated interest exceeds EUR 200. In case interest does not exceed EUR 200, the Contractor may claim interest within two months of receiving the payment. Interest shall be calculated at the rate applied by the European Central Bank to its most recent main refinancing operations (“the reference rate”) plus seven percentage points (“the margin”). The reference rate in force on the first day of the month in which the payment is due shall apply. Such interest rate is published in the C series of the Official Journal of the European Union. Interest shall be payable for the period elapsing from the calendar day following expiry of the time limit for payment up to the day of payment. Suspension of payment by the Agency may not be deemed to constitute late payment.

ARTICLE II. 17 – TAXATION II.17.1 The Contractor shall have sole responsibility for compliance with the tax laws

which apply to him. Failure to comply shall make the relevant invoices invalid.

II.17.2 The Contractor recognises that the Agency is, as a rule, exempt from all taxes and duties, including value added tax (VAT), pursuant to the provisions of Articles 3 and 4 of the Protocol on the Privileges and Immunities of the European Union.

II.17.3 The Contractor shall accordingly complete the necessary formalities with the relevant authorities to ensure that the goods and services required for performance of the Contract are exempt from taxes and duties, including VAT.

II.17.4 Invoices presented by the Contractor shall indicate his place of taxation for VAT purposes and shall specify separately the amounts not including VAT and the amounts including VAT.

ARTICLE II. 18 - REIMBURSEMENTS


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II.18.1 Where provided by the Special Conditions or by Annex II, the Agency shall reimburse the expenses that are directly connected with execution of the tasks on production of original supporting documents, including receipts and used tickets.

II.18.2 Travel and subsistence expenses shall be reimbursed, where appropriate, on the basis of the shortest itinerary.

II.18.3 Travel expenses shall be reimbursed as follows:

a) travel by air shall be reimbursed up to the maximum cost of an economy class ticket at the time of the reservation;

b) travel by boat or rail shall be reimbursed up to the maximum cost of a first class ticket;

c) travel by car shall be reimbursed at the rate of one first class rail ticket for the same journey and on the same day;

d) travel outside Union territory shall be reimbursed under the general conditions stated above provided the Agency has given its prior written agreement.

II.18.4 Subsistence expenses shall be reimbursed on the basis of a daily allowance as follows:

a) for journeys of less than 200 km (return trip) no subsistence allowance shall be payable;

b) daily subsistence allowance shall be payable only on receipt of a supporting document proving that the person concerned was present at the place of destination;

c) daily subsistence allowance shall take the form of a flat-rate payment to cover all subsistence expenses, including accommodation, meals, local transport, insurance and sundries;

d) daily subsistence allowance, where applicable, shall be reimbursed at the rate specified in Article I.3.

II.18.5 The cost of shipment of equipment or unaccompanied luggage shall be reimbursed provided the Agency has given prior written authorisation.

II.18.6. Conversion between the euro and another currency shall be made using the daily euro exchange rate published in the C series of the Official Journal of the European Union of the day on which the expense was made or, failing that, at the monthly accounting rate established by the Agency and published on its website.

ARTICLE II. 19 – RECOVERY II.19.1 If total payments made exceed the amount actually due or if recovery is justified

in accordance with the terms of the Contract, the Contractor shall reimburse the appropriate amount in euro on receipt of the debit note, in the manner and within the time limits set by the Agency.

II.19.2 In the event of failure to pay by the deadline specified in the debit note, the sum due shall bear interest at the rate indicated in Article II.16.3. Interest shall be payable from the calendar day following the due date up to the calendar day on which the debt is repaid in full.

II.19.3 The Agency may, after informing the Contractor, recover amounts established as certain, of a fixed amount and due by offsetting, in cases where the Contractor also has a claim on the Union or the European Atomic Energy Community that is


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certain, of a fixed amount and due. The Agency may also claim against the guarantee, where provided for.

ARTICLE II. 20 – CHECKS AND AUDITS II.20.1 Pursuant to Article 142 of the Financial Regulation applicable to the general

budget of the European Communities, the Court of Auditors shall be empowered to audit the documents held by the natural or legal persons receiving payments from the budget of the Union from signature of the Contract up to five years after payment of the balance of the last implementation.

II.20.2 The Agency or an outside body of its choice shall have the same rights as the Court of Auditors for the purpose of checks and audits limited to compliance with contractual obligations from signature of the Contract up to five years after payment of the balance of the last implementation.

II.20.3 In addition, the European Anti-Fraud Office may carry out on-the-spot checks and inspections in accordance with Council Regulation (Euratom, EC) No 2185/96 and Parliament and Council Regulation (EC) No 1073/1999 from signature of the Contract up to five years after payment of the balance of the last implementation.


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ANNEX I B

SPECIFIC CONTRACT No [complete] implementing Framework Contract No ...

The European Agency for Safety and Health at Work (hereinafter referred to as "the Agency"), represented for the purposes of the signature of this contract by Françoise Murillo, Head of Resource and Service Centre of the one part, and [official name in full] [official legal form] [statutory registration number] [official address in full] [VAT registration number] (hereinafter referred to as "the Contractor"), [represented for the purposes of the signature of this contract by [forename, surname and function,]] The parties identified above and hereinafter collectively referred to as ‘the Contractor’ shall be jointly and severally liable vis-à-vis the Agency for the performance of this contract. of the other part,

HAVE AGREED ARTICLE III.1: SUBJECT III.1.1 This specific contract implements Framework Contract No [complete] signed by

the Agency and the Contractor on [complete date] [and renewed on [complete date].

III.1.2 The subject of this specific contract is [short description of subject].

III.1.3 The Contractor undertakes, on the terms set out in the Framework Contract and in this specific contract and the annex[es] thereto, which form an integral part thereof, to perform the following tasks [:] [specified in Annex [complete].]

ARTICLE III.2: DURATION III.2.1 This specific contract shall enter into force on the date on which it is signed by the

last contracting party.

III.2.2 The duration of the execution of the tasks shall not exceed [complete] [days/months]. This period and all other periods specified in the Contract are calculated in calendar days. Execution of the tasks shall start from the date of entry into force of this specific contract. The period of execution of the tasks may be


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extended only with the express written agreement of the parties before such period elapses.

ARTICLE III.3: PRICE III.3.1 The total price to be paid by the Agency under this specific contract shall be EUR

[amount in figures and in words] covering all tasks executed.

This price also covers any fees payable to the Contractor in relation to the vesting of rights in the Union and where applicable the transfer of rights to the Union and any use of the results by the Agency.

III.3.2 In addition to the price no reimbursable expenses are foreseen

*** For Contractors established in Spain, the orders shall include the following provision: “Direct VAT exoneration (BOE 07/02/1997, nº33 pages 3917 to 3919)”.

ARTICLE III.4: PERFORMANCE GUARANTEE Not applicable ARTICLE III.5: USE OF RESULTS Not applicable ANNEXES Annex A – Request for service Annex B - Contractor’s Specific Tender of [insert date]) SIGNATURES For the Contractor, [Company name/forename/surname/function] signature[s]: _______________________

For the Agency, Françoise Murillo, Head of Resource and Service Centre signature[s]:_____________________

Done at [place], [date] Done at Bilbao, [date] In duplicate in English.