IRB BARCELONA · AWARD OF THE CONTRACT.....16 CLAUSE 14.- DEFINITIVE GUARANTEES. ... CNPA Code CPV (in case of Community . SPECIFIC TERMS AND CONDITIONS 6-26 CLAUSE 1.- OBJECT AND

SPECIFIC TERMS AND CONDITIONS 1-26

IRB BARCELONA

SPECIFIC TERMS AND CONDITIONS NON-HARMONIZED CONTRACTING

SUPPLY OF - REF:OB-0608-03(LOT1- SEMI-AUTOMATIC SYSTEM FOR

VIEWING DROPS IN CRYSTALLOGRAPHY PLATES) - REF:OB-0608-03(LOT2- ROBOTIC SYSTEM FOR DISPENSING LIQUIDS)


INDEX NON HARMONIZED TERMS AND CONDITIONS FOR SUPPLY

TENDER’S TABLE OF CHARACTERISTICS............................................................... 4 SPECIFIC TERMS AND CONDITIONS RELATING OF THE SUPPLY ………………. ................. 5 CLAUSE 1.- OBJECT AND LEGAL REGIME OF THE CONTRACT................................... 6 CLAUSE 2.- BUDGET OF THE CONTRACT .............................................................. 6 CLAUSE 3.- PERIOD OF THE CONTRACT AND PLACE OF SUPPLY . ............................ 7 CLAUSE 4.- CONTRACTING DOSSIER, CONTRACT AWARD PROCEDURE AND DOCUMENTATION THAT WILL BE PROVIDED TO TENDERERS ................................... 7 CLAUSE 5.- ADVERTISING OF THE TENDER ........................................................... 7 CLAUSE 6- CONDITIONS OF CAPACITY AND STANDING ........................................... 7 CLAUSE 7.- SUBMISSION OF TENDERS BY TENDERERS: GENERAL RULES.................... 8 CLAUSE 8.- FORM OF SUBMITTING THE TENDERS: GENERAL RULES.......................... 9 CLAUSE 9.- TENDERS SUBMITTED BY TENDERERS. DOCUMENTATION ....................... 9 CLAUSE 10.- CONTRACT AWARD CRITERIA. .........................................................14 CLAUSE 11.- CONTRACT AWARDING COMMITTEE .................................................14 CLAUSE 12.- OPENING AND STUDY OF THE TENDERS............................................15 CLAUSE 13.- AWARD OF THE CONTRACT ............................................................16 CLAUSE 14.- DEFINITIVE GUARANTEES. ..............................................................17 CLAUSE 15.- FORMALIZATION OF THE CONTRACT................................................17 CLAUSE 16.- DATA PROTECTION: DOCUMENTATION .............................................18 CLAUSE 17.- CONFIDENTIALITY ........................................................................19 ANNEX No. 1.................................................................................................20 ANNEX No. 2.................................................................................................21 ANNEX No. 3.................................................................................................22 ANNEX No. 4.................................................................................................23


ANNEX No. 5 ..................................................................................................24 ANNEX No. 6.................................................................................................25 ANNEX No. 7.................................................................................................26


TENDER’S TABLE OF CHARACTERISTICS

SPECIFIC TERMS AND CONDITIONS

SUPPLY - REF:OB-0608-03(LOT1-SEMI-AUTOMATIC SYSTEM FOR VIEWING DROPS IN CRYSTALLOGRAPHY PLATES)

- REF:OB-0608-03(LOT2- ROBOTIC SYSTEM FOR DISPENSING LIQUIDS)

A.- CONTRACT ESTIMATED VALUE: LOT1- 105.000,00 EUROS (VAT excluded) LOT2- 53.000,00 EUROS (VAT excluded)

A. – TENDER’S BUDGET: LOT1- 105.000,00 EUROS (VAT excluded)

LOT2- 53.000,00 EUROS (VAT excluded) C.- PERIOD OF COMPLETION: 4 MONTHS D.- ASSESSMENT OF PERIODS: YES E. – DEFINITIVE BOND: 4% F. – PERIOD OF GUARANTEE: 2 YEARS G.- ACCEPTANCE OF VARIANTS AND IMPROVEMENTS: YES H. – PRICE ADJUSTMENT: NO I.- CAPACITY, STANDING AND CAPABILITIES: CLAUSE 6 OF THE TERMS AND CONDITIONS. J- LOTS: YES K. – SUBMISSION OF TENDERS: Place: C/Baldiri Reixac, 10 Floor 2, Barcelona 08028 Date: 5 of Novemberr of 2008 Time: 13:00 hours L. – OPENING OF TENDERS Place: C/Baldiri Reixac, 10 Floor 2, Barcelona 08028 Date: 10 of November of 2008 Time: 11:30 hours


SPECIFIC TERMS AND CONDITIONS RELATING TO THE SUPPLY OF - REF:OB-0608-03(LOT1-SEMI-AUTOMATIC SYSTEM FOR VIEWING DROPS IN

CRYSTALLOGRAPHY PLATES) - REF:OB-0608-03(LOT2- ROBOTIC SYSTEM FOR DISPENSING LIQUIDS)

PLIEGO DE CLÁUSULAS PARTICULARES

SUPPLY CONTRACT PROCESSING: ORDINARY PROCEDURE: OPEN

Code of thecontract

OB-0608-03

Description Contract:

LOT1- Semi-automatic system for wiewing drops LOT2- Robotic system for dispensing liquids

Code CNPA

Code CPV (in case of Community


CLAUSE 1.- OBJECT AND LEGAL REGIME OF THE CONTRACT 1. The object of these Specific Terms and Conditions is to lay down the conditions that will govern the award, by “Institut d’Investigació Biomèdica”, (hereinafter, IRB) of the Contract of supply of: - REF:OB-0608-03(LOT1-SEMI-AUTOMATIC SYSTEM FOR VIEWING DROPS IN CRYSTALLOGRAPHY

PLATES) - REF:OB-0608-03(LOT2- ROBOTIC SYSTEM FOR DISPENSING LIQUIDS) 2. The Institut de Recerca Biomèdica (hereinafter, IRB) is subject to the provisions of the Law 30/2007, of 30 October 2007, governing the Public Sector Contracts (hereinafter, LCSP), relating to the non-harmonized contracting, which is applicable to it, as contracting authority that is not considered Public Administration, as well as to the Contracting Internal Regulations (hereinafter, IIC), which may be consulted by tenderers at the Contractor Profile of the entity at the following web page: www.irbbarcelona.org 3. As for the stages of performance and termination, the Contract is subject to private-law rules, being governed by these Terms and Conditions, the contract itself and annexed documentation, and in all that is not regulated by them, the civil and corporate laws shall apply. The contract is considered a private contract. 4. The parties submit to the jurisdiction and competence of the Courts of Barcelona, with express waiver of their entitlement to their own laws, for the purposes of settling any dispute arising in connection with the interpretation, effects, execution and termination of the Contract. 5. These Specific Terms and Conditions, their Annexes, as well as the Technical Specifications, shall be made part of the contract. The contract shall not deviate from the content of these Terms and Conditions, the clauses of which shall be part of the specific contract. 6. The submission of tenders entails the unconditional acceptance by the tenderers of the content of these Terms and Conditions as well as all the documentation which is part of this tender, without any exceptions or reservations. 7. These Terms and Conditions and the Technical Specifications shall prevail over any other regulation, with regards to the interpretation of the contract and the settlement of any disputes arising in connection with its implementation. Ignorance of any of the contract’s terms and of any other documents that may be applicable to the performance of the object of the contract, shall not exempt the successful tenderer from being bound by them.

CLAUSE 2.- BUDGET OF THE CONTRACT 1. The budget set out at the contract amounts to LOT1- 105.000,00 EUROS (VAT excluded) and LOT2- 53.000,00 (VAT excluded), as it is mentioned in section B of the Table of Characteristics. This budget includes all the elements of appreciation and the expenses which, according to the contract documents and the applicable law must be paid by the successful tenderer, as well as any type of taxes, not including VAT. The tenders with an amount greater than the tender’s budget shall be excluded.

http://www.irbbarcelona.org/


2.- The price of the contract shall be the award price, plus the Value Added Tax, which shall be stated as an independent entry. The contract award amount shall under no circumstances exceed the tender’s budget. 3. The price of the contract shall not be adjusted.

CLAUSE 3.- PERIOD OF THE CONTRACT AND PLACE OF SUPPLY OF THE GOODS. The maximum period for the execution of the supply works is 4 months, as it is mentioned in section C of the Table of Characteristics. The successful tenderer shall be obliged to supply the goods object of this contract to the premises of IRB. The successful tenderer shall be responsible for the duties of police and storage of the goods to be supplied until the reception of the same by the contracting entity.

CLAUSE 4.- CONTRACTING DOSSIER, CONTRACT AWARD PROCEDURE AND DOCUMENTATION THAT WILL BE PROVIDED TO TENDERERS The contracting of the referred services shall be awarded by means of the open procedure, in accordance with the terms of the IIC and these Terms and Conditions. The awarding of the contract shall be made to the most economically advantageous tender in accordance with the award criteria laid down in these Terms and Conditions. DOCUMENTATION THAT WILL BE PROVIDED TO TENDERERS: From the date of publication of the contract notice, the interested companies shall be able to: Obtain the documentation through the Contractor Profile in the web page www.irbbarcelona.org. The above-mentioned documentation includes the following documents: - These Specific Terms and Conditions. - Technical Specifications. - Standard contract (annexed to these Terms and Conditions). - Others.

CLAUSE 5.- ADVERTISING OF THE TENDER This tender procedure shall be published by means of a contract notice on the Contractor Profile of the entity at the web page www.irbbarcelona.org.

CLAUSE 6- CONDITIONS OF CAPACITY AND STANDING AND CAPABILITIES OF TENDERERS Eligibility to enter into this contract with IRB is open to all Spanish or foreign natural persons or legal entities, with full legal authority to act as laid down in Article 43 of the LCSP, that are not included in any of the contractual prohibitions set out in Article 49 of the LCSP and that prove their sound economic and financial standing as well as technical or professional capabilities, in accordance with the requirements laid down in these Terms and Conditions.




In accordance with article 26 of the IIC, the tenderer may furnish proof of its economic or technical capabilities, by claiming those capabilities in other companies, regardless of the legal nature of the relationship between them, provided that it can prove that it really has those capabilities at its disposal, for the purposes of performing the contract. Foreign companies not pertaining to the EU shall further comply with the requirements of article 23 of the IIC. IRB may contract with temporary consortiums or groups of economic operators that are temporarily constituted to this effect. This participation shall be documented, in the tender stage, by means of a private document in which it is mentioned the intent of the joint economic operators to submit a joint tender, indicating their names and circumstances, as well as the interest of each of them; they must also designate a representative or power of attorney with powers to exercise the rights and fulfill the obligations arising out of the contract until its expiry, without prejudice to the granting of joint powers in other fields. In the event that the joint economic operators are awarded the contract, they must undertake to set up legally. The legalisation by means of a public deed will not be necessary until the awarding of the contract. These joint operators shall be jointly and severally liable vis-à-vis IRB. Notwithstanding the above-mentioned, the undertakings which have participated in drawing up the technical specifications relating to the contract may not take part in this tender, whenever such participation may cause restrictions to free competition or may imply a privileged treatment with respect to the remaining tenderers. Legal entities may only be awarded contracts when the works carried out therein are included within the aims, object or activity of such entities, according to their Articles of Incorporation or incorporation rules. The economic operators must also have, if appropriate, the professional or business suitability which is required for the purposes of carrying out the activity or service, which is the object of the contract.

CLAUSE 7.- SUBMISSION OF TENDERS BY TENDERERS: GENERAL RULES 1. The tenders shall refer to the supply object of these Terms and Conditions as a whole, and partial tenders shall not be considered. Tenders may be submitted to the IRB’s offices or may be dispatched by post within the stipulated time limit. Tenders shall be submited within the deadlines set out in the Table of Characteristics and in the contract notice. Under no circumstances shall be considered tenders submitted after the expiry of the submission deadlines. Upon submission of their tenders, all tenderers shall provide a contact address, a telephone number, a fax number and an email address for the purposes of communications arising from or in connection with this tender or that may concern the tenderer in any way. 2. In the event that the tenders are sent by post within the dealine set out in the contract notice, tenderers shall justify that the date and hour of the delivery to the Post Office are, as maximum, those indicated in the said contract notice and they shall anounce them to IRB by


means of telegram, telefax or electronic mail, which must be received by this entity prior to the expiry of the submission dealine. In that respect, a communication made by means of electronic mail will only be valid if there is proof of transmission and reception, and of its dates and content, as well as reliable identification of its sender and recipient. If the above requirements are not met, the tender shall not be considered if it is received by IRB after the time limit specified in the contract notice. If a tender proposal sent by post does not reach BRI Barcelona within a period of 10 calendar days from the expiration date for the submission of tenders, it shall under no circumstances be considered. 3. Tenders shall be valid for a period of four months, from the date of opening the proposals. 4. Tenderers shall submit their proposals in accordance with the provisions of article 52 and subsequent articles of the IIC. Each tenderer may not submit more than one proposal. Tenderers may neither submit a tender participating jointly with other tenderers if they have done so individually, nor may they take part in more than one group of economic operators. Failure to comply with the above-mentioned requirements shall entail the rejection of all tenders submitted by such tenderer. 5. Simultaneous submission by related undertakings shall entail the effects set out in these Terms and Conditions, in relation to the aplication of the regime of tenders with abnormal or disproportionate values.

CLAUSE 8.- FORM OF SUBMITTING THE TENDERS: GENERAL RULES 1. The tenders shall contain three (3) envelopes. The envelopes shall be sealed, identified, in the outside, with indication of the tender that is being tendered for, with the data of the company and signed by the tenderer or the person representing him. Inside each of the envelopes there will be a sheet listing its content numerically. One of the envelopes shall include the documents referred to in article 53 of the IIC and the other two, respectively, the technical and economic proposals; the latter shall follow the model annexed to these Terms and Conditions. 2. The tenderer shall be entitled to submit the required documentation, should this be notarized, following the requirements for legalization and authentication of documents laid down in the Notarial Regulation. Administrative documents may be submitted in the form of the original document, or a duly certified copy or photocopy. 3. The tenders shall be submitted in written form, by means of typewritten documents or other forms of mechanical or computer printed documents. No handwritten documents or documents with omissions, mistakes or amendments, that do not allow to clearly know the conditions to assess the tender, shall be considered. 4. Variants are accepted in this tender procedure. 5. Tenders submitted by persons falling under the prohibitions to contract, which are laid down in Article 49 of the LCSP, shall under no circumstances be considered.

CLAUSE 9.- TENDERS SUBMITTED BY TENDERERS. DOCUMENTATION


9.1 Envelope number 1 (sealed) Title: General Documentation - (Title of the tender) Content: 9.1.1 Documentation proving the tenderer’s legal personality and capacity a) If the tenderer is a natural person (entrepreneur or professional), he or she shall provide his or her national identity card, or document replacing it, and fiscal identification number, should this number not be included in the referred identity card. b) If the tenderer is a legal entity, it shall submit the company’s tax number and the Memorandum and Articles of Association or amendment, where appropriate, duly registered in the Register of Companies, and/or the registration in other professional registers of companies, when this is required by the applicable laws. When such registration is not required by law, the proof of the tenderer’s legal personality and capacity will be provided through the deed or document of incorporation, document of amendment, Articles of Association, or founding act, which must state the rules governing the company’s object. Such documents need to be registered in the relevant official register, where appropriate. c) If the entrepreneur acts through a legal representative or in the case of a legal entity, it is necessary to provide: c.1.) Public document of Power of Attorney, duly registered with the relevant public Register. c.2.) National Identity Card and Tax Identification Number of the representative and of the person signing the economic proposal. d) The capacity to act of the non-Spanish companies incorporated in a Member State of the EU or in a Member State of the European Economic Area, must be proved by means of the enrolment on the relevant registers, as prescribed in their Member State of establishment, or by the provision of a declaration on oath or a certificate in the the terms legally established, in accordance with the applicable Community provisions. e) As mentioned earlier, it is possible for temporary consortiums or groups of ecomic operators that are temporarily constituted to this effect to submit a tender, without it being necessary for them to be legally incorporated until they have been awarded the contract. These joint operators shall be jointly and severally liable vis-à-vis IRB. In these cases, each of their members, whether natural persons or legal entities, shall prove its capacity, personality, representation and standing, and it is mandatory to indicate in a separate document the names and circumstances of the subscribers as well as their stakeholding. Furthermore, they shall appoint a representative or power of attorney with full authority to exercise the rights and fulfill the obligations arising in connection with the Contract until its termination. The tenderer who is a member of a temporary consortium or a group of economic operators temporarily constituted to this effect shall not submit a tender on an individual basis to the same procedure nor be a member of more than one group or temporary consortium. 9.1.2 Documentation proving the economic and financial standing and technical capabilities. The proof of the technical or professional capabilities of the tenderer shall be furnished by the provision of one or several of the following means:


a) List of the principal supplies carried out by the tenderer during the past three years, stating their amounts, dates and recipients, whether public or private. Evidence of such supplies shall be furnished by means of certificates issued or endorsed by the competent body, if the recipient is an entity of the public sector, or, when the recipient is a private subject, by means of a certificate issued by it. Failing the said certificates, the above-mentioned supplies may be proved by means of an statement from the undertaking. b) An estimated breakdown of the technicians or technical units, whether or not belonging to the company, assigned to the execution of the contract, especially those responsible for quality control. c) Description of the technical installations, the measures adopted in order to ensure the quality and the means of study and research used by the undertaking. d) Where the goods to be supplied are complex or, exceptionally, are required for a special purpose, a check carried out by the contracting body or, on its behalf, by a competent official body of the country in which the undertaking is established, subject to that body’s agreement. The check shall deal with the undertaking’s production capacity and, if it were necessary, the means of study and research at its disposal, as well as the quality control measures used by the udertaking. e) Samples, descriptions and photographs of the goods to be supplied. In these cases, their authenticity must be certified if the contracting entity so requests it. f) Certifications established by the institutes or official or certified services in charge of checking the quality control and that prove the conformity of clearly identified goods with certain rules or specifications. The economic and financial standing shall be proved by means of one or several of the following documents:

a) Appropriate statements from financial institutions or, where appropriate, evidence of relevant professional risk indemnity insurance.

b) The company’s financial statements entered into the Register of Companies or the

relevant official Register, where this publication is required. The undertakings which are not required to enter financial statements into the official Registers may submit, as an alternative evidence, the books of account duly legalised.

c) A statement of the undertaking’s overall turnover and, where appropriate, of turnover

in the area covered by the contract for a maximum of the last three financial years available, depending on the date on which the undertaking was set up or started trading, as far as the information on these turnovers is available. In accordance with article 24.3 of the ICC, if for any valid reason, an undertaking is unable to provide the references requested, it may prove its economic and financial standing by any other document which IRB considers appropriate. 9.1.3 Solemn declaration and additional documentation a) Evidence of not falling under any of the prohibitions to contract with the Administration listed in article 49 of the LCSP. Such evidence may be furnished by means of a judicial witness or administrative certificate, if applicable, and, where this document cannot be


issued by the competent authority, it may be replaced by a solemn declaration. This declaration shall specifically acknowledge fulfillment of the obligations to the tax authorities and the Social Security, in accordance with the applicable legislation. This certificate may also be replaced by a solemn declaration, in the event of an undertaking belonging to a European Union Member State, which allows such possibility. b) Solemn declaration by the undertaking stating that it has not been awarded or participated in the drawing up of the technical specifications or the contract’s preparatory documents, and it is not a related undertaking to them in the terms of the IIC. c) Statement regarding group of undertakings: For the purposes of determining whether a tender is abnormally low or disproportionate, tenderers shall submit a statement declaring whether they belong to a Group of Companies and, if this is the case, it shall be indicated the companies pertaining to such Group. Undertakings pertaining to a group of companies shall mean those falling under any of the events of article 42.1 of the Commerce Code.

d) Jurisdictional submission of foreign undertakings: In case of foreign undertakings, a statement by the tenderer to submit to the jurisdiction of the Spanish Courts, with express waiver of its entitlement to its own laws, for the purposes of settling any disputes arising, directly or indirectly, in connection with the contract. All the above, without prejudice to the submission to arbitration laid down in the Standard contract. 9.1.4. Registration at the Register of Tenderers of the Generalitat de Catalunya (Government of Catalonia) Tenderers registered in the Register of Tenderers of the Generalitat de Catalunya shall be exempted from submitting all the documentation relating to the legal personality, the capacity to act and the representation, the enrolment on the Tax on Economic Activities and the receipt of the last payment or, where appropriate, the declaration of exemption. For this purpose, the tenderers shall include inside the Envelope nº1 the original or legalized copy of the registration certificate issued by the Technical Secretary of the Junta Consultiva de Contractació Administrativa (Catalan Public Contracting Advisory Board), together with the solemn declaration of the validity of the data. Likewise, the undertaking registered in the Register of Tenderers is exempted from submitting the declaration according to which it does not fall under any of the prohibitions to contract laid down in article 49 of the LCSP, and has not cancelled its enrolment on the Tax on Economic Activities and, according to which the undertaking has fulfilled its tax and Social Security obligations. Finally, the undertakings registered in the Register of Tenderers of the Generalitat de Catalunya do not need to submit the data and the documents, which are in the said Register, and which prove the financial and economic standing and technical or professional capabilities requested in this procedure. 9.1.5 In case that all or part of the following documentation has already been submitted to IRB and has not been modified or updated, and therefore, it is still valid, it will not be necessary for the tenderer to submit it again, provided he produces, under his sole responsibility, a certificate of the documentation’s validity in accordance with the model of annex number 2: a) Memorandum and Articles of Association and/or amendments thereon. b) Tax Identification Number Card. c) Document proving the legitimate and sufficient representation of the tender’s signatory.


9.1.6.- Contract Documentation A statement by the tenderer accepting that the documentation referred to in these Terms and Conditions shall be made a part of the contract, in accordance with annex 1. 9.2 Envelope number 2 (sealed) Title: Technical Proposal - (Title of the tender). All pages of the documentation to be included in envelope number 2, and that is listed below, shall be signed by the tenderer: 9.2.1 A list of the systems, methodology, manufacture used by the undertaking in relation to the protection and preservation of the environment, energy saving and sustainability. 9.2.2 A list of the most common elements requiring maintenance/replacement in the first five years of operation, with unit prices, and guarantee of supply. 9.2.3 Undertaking concerning the assembly equipments that the tenderer assigns to the execution of the contract, with specifications and performance of each equipment. 9.2.4 Planning of the works 9.2.5 Training course for the IRB users relating to the use of the equipment as well as delivery of the technical instructions. 9.2.6 Catalogs and a full description and photographs of the proposed equipments. 9.2.7 Maintenance proposal which shall provide for the following issues: a) Economic and technical proposal of preventive and corrective maintenance, in which the tenderer shall describe the tasks to be carried out in each of these maintenances (updates, inspections, trials of the equipments, repairs, calibrations, lubrications, etc). Such proposal must specify which will be the criterion used by the undertaking in order to update the offered maintenance prices. b) Duration of the offered maintenance services.

c) Response time by the repair service and resources assigned to it (composition of the group of technical specialists, 24 hour assistance telephone, regional or local offices…).

d) Description of the on-line service in relation to the use of the machinery or of the management programs installed thereon.

e) The maintenance proposal shall further specify the following elements:

- Guaranteed period of the spare parts stock. - Price list of spare parts, components and/or parts which usually need to be changed. - Price list of associated services (price per working hour, allowances, price per hour

when traveling is required, etc.)

9.2.8 Other improvements The technical proposal shall be valued in accordance with the criteria set out in Annex 7. 9.3 Envelope number 3 (sealed)


All pages of the documentation to be included in envelope number 3, and that is listed below, shall be signed by the tenderer. Economic Proposal - (Title of the tender). Content: 9.3.1 Financial and economic proposal, formulated in accordance with the model attached as Annex 3 to these Terms and Conditions. Furthermore, the proposed price shall itemize the applicable Value Added Tax, where appropriate. Any variation of VAT rate shall be applicable from its coming into force. Tenderers may submit variants formulated in accordance with the model attached as Annex 4 bis. 9.3.2 Any other data or report which are considered of interest for an adequate assessment of the proposal. 9.3.3 Budget in paper. 9.3.4 Any other data or reports which are considered of interest for an adequate assessment of the proposal.

CLAUSE 10.- CONTRACT AWARD CRITERIA. The proposals submitted and accepted shall be studied, homogenized, assessed and pondered, in acordance with Annex 7. The contract shall be awarded to the most economically advantageous tender, which shall be the one obtaining the greatest weighting from all the tenders accepted to the procedure, which are equal or exceed all the minimum weightings laid down in Annex 7. The contract award resolutions shall give the reasons for the award, and unless such award contradicts the Contract Awarding Committee’s proposal or it is based in different grounds, it will be deemed to have adopted the reasons contained in the Committee’s proposal. Abnormal or disproportionate proposals shall be those which exceed in a 50%, upward or downward, the average of the tenders submitted. If from the application of such criteria, a specific proposal is considered presumably disproportionate or abnormal, the contracting body shall request the concerned tenderers, in writing, the information and justifications that it deems relevant in relation to the different components of their proposals. Such information shall be provided within 5 days. Once the requested information and justifications have been received, the contracting body will ask the tecnical services of the entity for a technical report assessing the justifications provided by the tenderers whose tenders were disproportionate or abnormal.

CLAUSE 11.- CONTRACT AWARDING COMMITTEE The Contract Awarding Committee is composed of the following members:


President: Mrs. Margarida Corominas, Managing director. Member: Mrs. Yolanda Olmos, Head of purchasing. Secretary: Mr. Xavier López, acting as Secretary of the Contract Awarding Committee.

CLAUSE 12.- OPENING AND STUDY OF THE TENDERS 12.1.- Once the time limit set out in these Terms and Conditions and in the contract notice for the submission of tenders has finished, the Committee shall proceed to the opening of envelope number 1 containing the tenders received, within the time limit established to that effect, for the purposes of verifying the inclusion of the documentation proving the capacity, standing and capabilities, and the submission of the required documentation, and assessing the validity of the same. 12.2.- Immediately afterwards, if defects or omissions that can be rectified are detected in the documentation, the Committee shall inform the tenderers (verbally and by an alternative mean which guarantees the notification) of their existence and it will fix a time limit for them to make the relevant amendments. This time limit shall in no event exceed a maximum of three working days from the date of the referred communication. Defects consisting of failure to comply with the prescribed requirements shall be considered non-rectifiable, whereas defects consisting of failure to furnish proof of the said requirements, shall be considered rectifiable. The tenderers with non-rectifiable defects or those who have not rectified them, within the stipulated time limit, shall be rejected from the tender procedure. In addition, the Contract Awarding Committee may request the tenderer to provide clarifications regarding the certificates and documents submitted or further documentation, all of which shall be delivered to the Contract Awarding Committee within a period of five days. 12.3.- The lack of submission of any of the documents that need to be included in the tender’s general documentation (envelope number 1) shall be considered a cause of rejection from the procedure, except when the Contract Awarding Committee considers that it can be rectified. 12.4.- The Contract Awarding Committee will make known at the location, time and hour specified at the relevant contract notice, the list of the tenderers admitted to the tender, as well as the list of those who have been rejected and the cause for their rejection. In the same public act, the Committee will proceed to the opening of the economic proposals. Tenders pertaining to tenderers rejected from the tender procedure shall not be considered and the envelopes containing them shall not be open. Before the opening of the first economic proposal, the Committee shall invite the tenderers to ask questions or request further explanations on relevant issues, and the Committee will proceed to provide the relevant clarifications or answers. At this moment in time the Committee shall not consider documents which have not been submitted during the specified time limit for admission of tenders or during the time limit for correction or amendment of defects or omissions. Once the economic proposals have been opened and the documentation included in each of them has been verified, the Committee shall indicate those tenders which have been excluded due to their non-compliance with these Terms and Conditions.


12.5 Once the documentation has been reviewed and it has been verified that the submitted administrative documentation is valid or contains rectifiable defects, the Committee shall proceed, in a non-public act, to the opening of the technical proposals (included in the respective envelopes number 2) submitted by the tenderers accepted to the procedure. In this act, the Committee may reject the proposals which are not adjusted to the terms and conditions laid down in the documentation applicable to this tender. 12.6.- Having regard to the above-mentioned, the Committee, being in possession of the reports that deems fit to request, shall classify the proposals submitted by the tenderers, in descending order, taking into consideration the award criteria, and shall proceed to issue the award proposal.

CLAUSE 13.- AWARD OF THE CONTRACT 1. The contracting body shall award the contract by means of a reasoned resolution, which shall be notified to all candidates or tenderers, and shall be published on the Contractor Profile of the entity. The award shall be issued in the maximum period of 4 months from the day following the opening of the proposals. If there were disproportionate or abnormal tenders, the above period may be extended in 15 working days for the purposes of carrying out the relevant procedure. 2. The submitted proposals, whether they have been admitted or excluded without opening, will be filed. Once the contract has been formalized, the documentation which has been submitted shall remain at the disposal of the concerned parties. 3. IRB reserves the right to subject the contract award to the acceptance of the conditions or the requirements that it may establish in view of the tenders submitted, with the aim of completing or homogenizing them. The contracting body shall award the contract to the most economically advantageous tender, giving the reasons for the award, or, alternatively, it shall declare the tender void if there is no proposal which is acceptable in accordance with the contract award criteria laid down in these Terms and Conditions. Likewise, the contracting body may declare the contract procedure to be void, when factual or legal circumstances occur which, in a logical and reasonable manner, prescribe the prevalence of public interest in the light of the needs the contract intends to fulfill. 4. The contract award resolution must be justified by reference to the award criteria laid down in these Terms and Conditions, and must specify the reasons for the rejection of an application or a tender and the characteristics and advantages of the selected tender, indicating the total and partial weightings, obtained by all the companies admitted to the procedure, with regards to each of the award criteria. The award resolution shall be sufficiently justified if the the contracting body accepts and assumes the content of the assessment technical report. If the contracting body does not follow the contract award proposal, it must justify the reasons of the resolution. 5. Tenderers shall be entitled to withdraw their proposal and request the return or cancellation of the guarantee, without any compensation whasoever, should the above-mentioned award periods have elapsed and no award resolution has been passed. Nevertheless, the contracting body may request the tenderers to maintain their offer for a greater period, after communication to the tenderers and publication on the Contractor Profile, and the tender shall resume with those tenderers who accept the extension.


CLAUSE 14.- DEFINITIVE GUARANTEES. Definitive guarantee: The successful tenderer shall furnish the definitive guarantee, for an amount of 4% of the award amount, VAT excluded, prior to the formalization of the Contract, and such guarantee may be furnished in any of the forms laid down in article 84 of the LCSP. In case of a bank guarantee, it shall be formalized in accordance with the model guarantee in annex number 5 of these Terms and Conditions, and the guarantor shall comply with the legal requirements. In case of a fidelity bond contract, subscribed, in the form and conditions legally established, with an insurance company authorised to operate in Spain in the field of fidelity bonds, it will be necessary to submit to IRB the certificate of the contract. This fidelity bond shall be formalized in the relevant policy that will be materialized in a certificate, a model of which is shown in Annex no. 6 of these Terms and Conditions, and the insurance company shall comply with the legal requirements. The contractor must prove the provision of a definitive guarantee within a period of fifteen working days following the notification of the contract award. When as a result of an amendment to the contract, due to any reason, the price of the same varies, there will be a readjustment of the guarantee in the corresponding amount with the aim of maintaining the proporcionality between the guarantee and the budget of the contract in force at each time. In accordance with the provisions of Article 90 of the LCSP, the return or cancellation of the definitive guarantee will take place once the period of guarantee has expired and the object of the contract has been fulfilled. It shall also be returned or cancelled if the contract is terminated without the contractor being liable for it.

CLAUSE 15.- FORMALIZATION OF THE CONTRACT

1. Upon its formalization, the contract shall take effect.

2. The contract shall be formalized in writing, by means of a private document, which must be signed by the parties, within a maximum periof of 30 days starting from the date of the award.

3. Prior to the formalization of the contract, the successful tenderer must submit the

following documentation:

a) If the tenderer carries out activities which are subject to the Tax on Economic Activities, proof of its enrolment on the section of the tax corresponding to the subject matter of the contract and last receipt of payment. b) A specific certificate issued by the relevant tax authorities showing that the tenderer has fulfilled its tax obligations, for the purposes of Article 43 of the General Tax Law 58/2003, of 17 December.


c) A positive certificate, issued by the relevant body, acknowledging that the tenderer has fulfilled its obligations towards the Social Security. d) A positive certificate issued by the relevant Autonomous Community acknowledging the non-existence of taxes owed by the tenderer to the said Administration. e) Definitive Guarantee. f) Other documents, requested by the contracting body, proving the tenderer’s capacity to

contract or the disposal of resources assigned by the tenderer to the execution of the contract.

The entity may proceed to terminate the contract award, after granting the interested party a period of 10 calendar days for comments, in the event the successful tenderer i) does not fulfill the demand of the entity, ii) does not comply with the requirements for execution of the contract or iii) prevents its formalization within the said period. In this event the guarantee shall be seized and the entity may require compensation for damages. In those cases, the entity may award the contract to the next most economically advantageous tender. 3 In the event of the contract being awarded to a temporary consortium or a group of economic operators, assuming any legal form, they shall prove their incorporation in a public deed, within the period fixed for the formalization of the Contract, as well as the consortium’s Tax Identification Number and its representation, where appropriate.

4. The Contracts shall be formalized in accordance with the models annexed to these Terms and Conditions.

CLAUSE 16.- DATA PROTECTION: DOCUMENTATION In compliance with the provisions of Article 5 of the Organic Law 15/1999, of 13 December, of Personal Data Protection, which governs the right of information in the collection of personal data, it is hereby stated:

a. The documentation required in order to submit a tender to this procedure, which contains personal data, is necessary for the participation in the same.

b. In relation to the documentation submitted by the tenderers which contains personal data of natural persons (employees, technical personnel, collaborators, etc.), the tenderer guarantees that he has obtained the previous consent of the persons concerned relating to the provision of the said information to IRB with the purpose of submitting a tender to this procedure.

c. The documentation submitted by tenderers, containing personal data, will be placed at the offices of IRB, in Barcelona and will be processed by this entity for the purposes of assessing, valuing and comparing the different tenders and complying with the aims of the procurement law, which is applicable to the said Foundation. The recipients of this documentation will be IRB itself, the Generalitat de Catalunya, where appropriate, as well as those third parties that carry out supervision tasks or those third parties that, in the execution of the contract, must have access to the same.

d. The submission of the tender and the requested documentation implies that the tenderer authorises IRB to process the said documentation and information in the above-described terms, and in the context of the contract execution, should the tenderer be awarded the contract.

e. The interested / concerned parties may exercise their rights of access, rectification, erasure and objection by means of a document addressed to IRB, as the entity responsible for the processing, to the address indicated in the above paragraph c),


attaching a copy of the National Identity Card or another Official Document, proving the identity of the person exercising the right.

CLAUSE 17.- CONFIDENTIALITY

The successful tenderers will have to observe the confidential nature of all that information they may have access to during the performance of the contract if it is thus required in the contract or when it is thus indicated by the entity, or when due to its own nature it has to be treated as such. The minimum period of the said confidentiality duty shall be 5 years, unless the contract provides for a longer period.

Likewise, the tenderer must indicate expressly that documentation and/or information in his tender that he considers confidential.


ANNEX No. 1

SOLEMN DECLARATION

Dear Sirs, The undersigned …….…………………………..…, declares: 1.- That neither ..................... (hereinafter the tenderer) nor his directors and/or legal representatives fall under any of the cicumstances laid dow in Article 49 of the LCSP. 2.- That the tenderer has complied with his tax obligations with the State. 3.- That the tenderer has complied with his tax obligations with the relevant Autonomous Community. 4.- That the tenderer has complied with his tax obligations with the Social Security. 5.- That the tenderer has registered with the tax authorities for the purposes of the Tax on Economic Activities, if the tenderer carries out activities which are subject to the said tax. For the legal purposes, this document is signed in ............ on .................. of ………… Signature


ANNEX No. 2 XXXXXXXXXX ................... ...................

Barcelona, ……… of ……………of………….. Dear Sirs, The undersigned …….…………………………..…, certifies: 1 That the legal documents requested in the Specific Terms and Conditions governing this

tender for the purposes of proving the Tenderer’s legal personality and capacity have not been modified with respect to the ones in their possession, submitted on the day .......... for the purposes of participating in the procedure ........

1 That the Card of the Tax Identification Number is the one that you already have in your

possession, submitted on the day .... for the purposes of participating in the procedure......

1 That the documents proving my authority as a signatory of the proposal have not been

modified nor revoked with respect to the ones in your possession, submitted on the day .... for the purposes of participating in the procedure...

For the legal purposes, this document is signed, on ............ of ..................of.......... Signature


ANNEX No. 3

ECONOMIC PROPOSAL Mr. .............................. residing at .........................................street………………………………number ................ having knowledge of the contract notice published in …………………….and of the terms and conditions required for the award of the contract of “…………………..”, undertakes (in his own name and representation or on behalf of the company he represents) to perform them with strict fulfillment of the said terms and conditions for the amount of (clearly write in words and numbers the amount of euros in consideration of which the tenderer undertakes to execute the contract) ……, plus the amount of (VAT value) euros, as VAT, where apropriate. REASON FOR PAYMENT

PROPOSAL’S BUDGET (VAT excluded)

TENDER’S BUDGET (VAT excluded)

PROPOSED TIME LIMIT

LOT1- 105.000,00 EUROS LOT2- 53.000,00 EUROS


ANNEX No. 4

ECONOMIC PROPOSAL (VARIANTS) Mr. .............................. residing at .........................................street………………………………number ................ having knowledge of the contract notice published in …………………….and of the terms and conditions required for the award of the contract of “…………………..”, undertakes (in his own name and representation or on behalf of the company he represents) to perform them with strict fulfillment of the said terms and conditions for the amount of (clearly write in words and numbers the amount of euros in consideration of which the tenderer undertakes to execute the contract) ……, plus the amount of (VAT value) euros, as VAT, where apropriate. REASON FOR PAYMENT

PROPOSAL’S BUDGET (VAT excluded)

TENDER’S BUDGET (VAT excluded)

PROPOSED TIME LIMIT

LOT1- 105.000,00 EUROS LOT2- 53.000,00 EUROS


ANNEX No. 5

MODEL OF DEFINITIVE BANK GUARANTEE

(Intervened by a notary in accordance with article 197.1 bis of the Notarial Regulation, validated by the Legal Department of the General Savings Bank of Deposits, the State Attorney of the

province or by the equivalent bodies of the remaining administrations) The Bank ................................, and on his name and reprentation Mr/Ms................................., acting on his/her capacity as ...................... in accordance with the powers given to him/her through Deed of Power of Attorney granted before the Notary from ....................., Mr/Ms. ..........................., dated ................, number......................... of his protocol which he/she declares to be entirely in force. The Bank hereby becomes joint and several guarantor of the company ......................................... on the interest and for the benefit of “XXXXXXXXXX”, and up to the amount of ………………….. euros (...% of the amount of the Contract), for the purposes of guaranteing the exact performance by the above-mentioned company of each and every obligation arising in connection with the award Contract of “ .…..…………..”. This bank guarantee is issued by the Bank ………, with express and formal waiver of the benefits of discussion, division, order and any other that may be applicable. The Bank undertakes to be jointly and severally liable with the company …….until the termination by “XXXXXXXXX” of the above-mentioned contract. The Bank shall unconditionally pay, within a maximum period of eight days following the request to pay, the sum or sums requested up to the total amount guaranteed of …..EUROS (…% of the amount of the Contract). The Bank expressly and solemnly waives any exceptions or reserves that it may be entitled to, in relation to the delivery of the requested amounts, regardless of the causes or the grounds of such exceptions, and even if there is opposition or claim by …….or by any third party, regardless of who they are.


ANNEX No. 6

MODEL OF FIDELITY BOND FOR THE DEFINITIVE GUARANTEE

(Intervened by a notary in accordance with article 197.1 bis of the Notarial Regulation, validated by the Legal Department of the General Savings Bank of Deposits, the State Attorney of the

province or by the equivalent bodies of the remaining administrations) Certificate number ................................ ................................................................................................. (hereinafter, the insurer), with registered office at ......................................., Street ......................................................................., and Tax Number ................................, duly represented by Mr/Ms .............................................................. ......................., with powers sufficient to bind the insurer in this act, in accordance with .... .......................................................................................................................

INSURES (name of natural person or legal entity) ..............................................................................., with fiscal number......................................, as the policyholder, vis-à-vis XXXXXXX, hereinafter the insured, up to the amount of euros ................. (...% of the contract’s value) ………………………., for the purposes of guaranteing the exact performance by the policyholder of each and all the obligations arising in connection with the award of the contract of …………………….. . The non payment of the premium, whether it is a single premium, or the first or subsequent premiums, shall not entitle the insurer to terminate the Contract and neither will result in the termination of the Contract. The said non payment shall not suspend the insurer’s coverage, nor free the insurer from his obligation, in the event that the insurer needs to execute the guarantee. The insurer shall not oppose to the insured the exceptions that it may be entitled to against the policyholder. The insurer undertakes to indemnify the insured upon the first request from XXXXXXXXXXX, and to unconditionally pay the sum or sums requested until the total amount guaranteed, within a maximum period of eight days following the request to pay. This fidelity bond shall be in force until the termination of the contract and finalization of the guarantee period. In ........................................., this ................. of ........................................... of ............ Signature: Insurer


ANNEX No. 7

CONTRACT AWARD CRITERIA

1.- ECONOMIC PROPOSAL: Up to 80 points The tenderer submitting the most economic offer, shall be given the maximum weighting of 80 points. The rest of the tenders shall be weighted proportionally with regards to the most economic one, in accordance with the following formula:

- P = (80*M)/Of

P: weighting obtained; M: minimum offer; Of: offer pertaining to the relevant tenderer. 2.- TECHNICAL PROPOSAL: Up to 20 points (1) a) Technical and functional characteristics, quality and durability. Up to 5 points. The undertaking that submits a better technical offer, complying with all the technical specifications required in the Technical Specifications, and proposes additional improvements with regards to the technical specifications mentioned in the tender procedure, will receive the maximum weighting of five (5) points. The rest of the offers shall be weighted proportionally. b) Installation services. Up to 5 points The undertaking that submits a better proposal in order to deal with the project of the setting up of the product to be supplied, will receive the maximum weighting of five (5) points. The rest of the offers shall be weighted proportionally. The methodology of control and monitoring of the supplier and the reliability of the quality of the services provided shall be valued. c) Maintenance. Up to 10 points The undertaking that submits a better proposal in order to deal with the post-setting up support, will receive the maximum weighting of ten (10) points. The rest of the offers shall be weighted proportionally. The methodology of control and monitoring of the supplier and the reliability of the quality of the services provided shall be valued. TOTAL WEIGHTING: From 0 to 100 points.

(1) The minimum weighting to be awarded a contract shall be …. points.

Documents

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