SCOPE OF THE DETAILED DEVELOPMENT OF THE COMPETITION WORK MAKING UP THE SUBJECT OF THE COMMISSION

Transcription

1 Attachment Z1.4. To the Rules and Regulations for the Competition for the Development of a Functional Spatial Concept for Central Square in Warsaw SCOPE OF THE DETAILED DEVELOPMENT OF THE COMPETITION WORK MAKING UP THE SUBJECT OF THE COMMISSION 1. Subject of the Agreement 1. The Ordering Party hereby commissions and the Contractor accepts for execution the development of comprehensive multidiscipline design documentation (design starting materials and the construction documents, working drawings, and specifications), bid materials (bill of quantities, investment cost estimates, and technical specifications for construction work and work acceptance and transfer) as well as performance of project architect s supervision for the purpose of completing the Construction of Central Square in Warsaw investment project. 2. The subject of the Contract specifically encompasses: 1) Development of comprehensive multidiscipline design documentation, including: a) Post competition concept (two copies), taking into account the opinions and recommendations of the Competition Jury as well as the recommendations of the Ordering Party (to an extent not going beyond the basic assumptions of the concept) as well as of the heritage officer and land administrator, serving as the basis for the construction design, including visualization for publication in the press and on the Internet as well as display on the construction site. b) Starting materials to an extent vital for the project, such as: The updated basic map for design purposes, taking into account the below grade infrastructural networks three copies, Geological engineering documentation three copies (if necessary), and As well as other studies vital to the execution of the subject of the Contract. c) Documentation required for the conducting of an environmental impact assessment: Developing an information sheet for the project / an environmental impact assessment (optionally), and Procuring a final decision regarding environmental conditions for the execution of the project (optionally). Attachment Z /21

2 d) Construction design (six copies): The construction design shall be prepared on current basic maps developed for design work, which should consist of the following parts: Land development design, Architecture and construction design (if necessary), Design for the demolition of building structures (if necessary), and Information regarding the occupational health and safety plan. The Contractor, acting in the name of the Ordering Party, is obligated to specifically: Procure permits for the demolition of building structures (if necessary), Procure approvals (opinions) for design solutions in connection with the design for land management and the siting of the below grade infrastructural networks, Procure the approval of the relevant heritage officer, including with respect to the locations of potential archeological sites, and Procure all necessary opinions, approvals, and permits as required for receipt of a building permit. e) Working drawings and specifications (four copies): The construction design shall be the basis for the development of the working drawings and specifications. The working drawings and specifications shall be an expanded version of the above specified designs that include matters of importance from the point of view of the possibility of unequivocally assessing and assigning a cost estimate to the subject of the commission by the bidders seeking the commission for the execution of the construction work as well as the future construction process. The principle of consistency regarding the basic content of the construction design shall be applied in developing the working drawings and specifications, as each and every modification requires applying for approval. The working drawings and specifications shall include the following components encompassing all planned structures, utilities, and equipment: An excerpt from the construction design (or the construction design), inclusive of opinions, approvals, and permits as required by separate regulations, containing supplementary information necessary for the performance of construction work as well as calculations performed for any engineered structures shall be included, Materials, inclusive of all necessary supplementary information, opinions, approvals, and required permits important from the point of view of construction work, i.e. a minimum of a network collecting chart specifying the reconstruction of technical infrastructural equipment, material to be approved with the relevant team, geological engineering study, earthwork design, landscape design encompassing existing vegetation, and small scale architecture designs, i.e. interactive elements of the square, benches, waste baskets, stands, drinking fountains, and seasonal or year round pavilions, Attachment Z /21

3 Circulation design for the organization of traffic, inclusive of all legally required opinions and decisions issued by the relevant traffic management body, Circulation guidelines applicable for the duration of construction work, Construction technology design descriptions and drawings relating to work organization and technology, Development of a geodesic design for the development of the site of land that meets requirements relating to type and scope of geodesic cartographic work as well as surveying work in effect for construction work, and Trade related designs necessary for the execution of the Building of Central Square in Warsaw project. 2) Development of bid materials (two copies), including: a) Investment cost estimate and expenditure estimate encompassing the design by trade, i.e. as a separate study for the individual types of work, taking into account a substantive subdivision facilitating the costing of individual structures as measured in accordance with the Directive of the Council of Ministers of October 3, 2016 on the Classification of Fixed Assets (Journal of Laws of 2016, item 1864), b) Detailed bill of quantities in the form of a cost estimate in accordance with the Directive of the Council of Ministers of September 2, 2004 on the Detailed Scope and Form of Design Documentation and Technical Specifications for the Execution and Acceptance of Construction Work as well as of the Functional Use Program (consolidated text in the Journal of Laws of 2013, item 1129), containing a description of work in the technological order or its execution as well as the basis for establishing the unit material outlay stating the units in the bill of quantities as developed prior to the execution of work on the basis of the design documentation, where the bills of quantities shall be developed in line with a subdivision facilitating the establishing of the cost of individual structures as measured in accordance with the Classification of Fixed Assets, and c) Detailed technical specifications, including technical specifications for the execution as well as acceptance and transfer of work with a detailed description of the work, construction technology, types of materials used, and conditions for work acceptance and transfer. 3) Project architect s supervision over project implementation. Attachment Z /21

4 3. The subject of the Contract shall be executed in the form as follows: 1) Hardcopy in quantities as specified above. 2) In electronic form with two copies of the electronic media CD or DVD including: a) Starting materials for design work in the *.dwg/*.dxt and *.pdf formats, and in the *.pdf and *.doc formats for text, b) Post Competition Concept in the following formats: *.dwg and *.pdf for drawings, *.pdf and *.doc for text, and The digital part of the Concept, including a 3D visualization, c) Construction design and working drawings and specifications in the *.dwg/*.dxt and *.pdf formats, and text in the *.pdf and *.doc formats, d) Bills of quantities and investment cost estimates in the Norma program or compatible (*.ath format), and e) Detailed technical specifications using Word software or compatible (*.doc or *.rtf as well as *.pdf). 3) Formal and legal attachments, including decisions, opinions, expert reports, permits, and approvals. The Contractor shall deliver the original copies as well as copies on electronic media (CD or DVD) in the *.pdf format. 4) The Contractor shall provide the Ordering Party with all documents encompassed by the subject of the commission in electronic form that shall be in agreement with the paper form of the work i.e. the electronic form shall bear all signatures and seals applied to the hardcopy versions during the consent and approval process. 4. The construction design as based on the Concept shall be developed in accordance with the Directive of the Minister of Transportation, Construction, and the Maritime Economy of April 25, 2012 on the Detailed Scope and Form of Construction Designs (Journal of Laws of 2012, item 462, with subsequent amendments) as well as in agreement with the Directive of the Minister of Infrastructure of September 2, 2004 on the Detailed Scope and Form of Design Documentation and Technical Specifications for the Execution and Acceptance of Construction Work as well as of the Functional Use Program (Journal of Laws of 2013, item 1129) and the Directive of the Minister of Infrastructure of June 23, 2003 on Information Regarding Safety and Protection of Human Health and the Safety and Protection of Human Health Plan (Journal of Laws of 2003, No. 120, item 1126). 5. The working drawings and specifications shall be developed in agreement with the Directive of the Minister of Infrastructure of September 2, 2004 on the Detailed Scope and Form of Design Documentation and Technical Specifications for the Execution and Acceptance of Construction Work as well Attachment Z /21

5 as of the Functional Use Program (consolidated text in Journal of Laws of 2013, item 1129). Working drawings and specifications should supplement and give detail to the construction design in scope and degree of accuracy as necessary for the proper execution of construction work as well as the development of the bills of quantities and investment cost estimates. 6. Bills of quantities shall be developed in agreement with the Directive of the Minister of Infrastructure of September 2, 2004 on the Detailed Scope and Form of Design Documentation and Technical Specifications for the Execution and Acceptance of Construction Work as well as of the Functional Use Program (consolidated text in Journal of Laws of 2013, item 1129) taking into account a subdivision of the material scope of work facilitating the establishing of the type and cost of individual fixed assets as understood by the Directive of the Council of Ministers of October 3, 2016 on the Classification of Fixed Assets (Journal of Laws of 2016, item 1864). 7. Technical specification for construction work and work acceptance and transfer shall be developed in agreement with the Directive of the Minister of Infrastructure of September 2, 2004 on the Detailed Scope and Form of Design Documentation and Technical Specifications for the Execution and Acceptance of Construction Work as well as of the Functional Use Program (consolidated text in Journal of Laws of 2013, item 1129). 8. The investment cost estimates shall be developed by trade as separate works for individual types of work, taking into account a subdivision of their material scope facilitating the establishing of the type and cost of individual fixed assets as understood by the Directive of the Council of Ministers of October 3, 2016 on the Classification of Fixed Assets (Journal of Laws of 2016, item 1864). The investment cost estimate shall serve as a basis for defining the value of the commissioned construction work. It shall be developed in agreement with the Directive of the Minister of Infrastructure of May 18, 2004 on Defining Methods and the Basis for Developing an Investment Cost Estimate, Calculating Planned Costs of Design Work and Planned Costs of Construction Work as Defined in the Functional Use Program (Journal of Laws No. 130, item 1389). 2. Deadlines for Completion The Parties hereby establish the following deadlines for the completion of the Subject of the Contract: 1. Commencement As of the date of the signing of this Contract. 2. Conclusion of the execution of multidiscipline design documentation and tender materials within weeks as of the date of the signing of this Contract, where: 1) Concept within weeks as of the date of the signing of this Contract. Attachment Z /21

6 2) Design starting materials within weeks as of the date of the signing of this Contract. 3) Documentation required for the environmental impact assessment within weeks as of the date of the signing of this Contract. 4) Construction design within weeks as of the date of the signing of this Contract. 5) Working drawings and specifications as well as tender materials within weeks as of the date of the signing of this Contract. 3. Project architect s supervision, as discussed in 1, Clause 2, item 3, shall be performed pursuant to 3, Clause 3 and adapted to needs as stemming from Project execution. 3. Obligations of the Contractor 1. The obligations of the Contractor within the framework of the remuneration as defined in the Contract is the execution of the Subject of the Contract in a manner pursuant to provisions of the law in force as well as standards, specifically in a manner in agreement with the requirements of the following: 1) The Act of July 7, 1994 The Building Code (consolidated text in the Journal of Laws of 2016, item 290, with subsequent amendments), 2) The Act of January 29, 2004 The Public Procurement Code (consolidated text in the Journal of Laws of 2015, item 2164, with subsequent amendments), 3) The Act of April 27, 2001 The Environmental Protection Code (consolidated text in the Journal of Laws of 2017, item 510, with subsequent amendments), 4) The Act of April 16, 2004 on Nature Protection (consolidated text in the Journal of Laws of 2016, item 2134, with subsequent amendments), 5) Directive of the Minister of Infrastructure of September 2, 2004 on the Detailed Scope and Form of Design Documentation and Technical Specifications for the Execution and Acceptance of Construction Work as well as of the Functional Use Program (consolidated text in the Journal of Laws of 2013, item 1129), 6) Directive of the Minister of Transportation, Construction, and the Maritime Economy of April 25, 2012 on the Detailed Scope and Form of Construction Designs (Journal of Laws of 2012, item 462, with subsequent amendments), 7) Directive of the Minister of Infrastructure of April 12, 2002 on Technical Conditions to Be Met by Buildings and Their sites (consolidated text in the Journal of Laws of 2015, item 1422), Attachment Z /21

7 8) Directive of the Council of Ministers of October 3, 2016 on the Classification of Fixed Assets (Journal of Laws of 2016, item 1864), 9) Directive of the Minister of Infrastructure of May 18, 2004 on Defining Methods and the Basis for Developing an Investment Cost Estimate, Calculating Planned Costs of Design Work and Planned Costs of Construction Work as Defined in the Functional Use Program (Journal of Laws No. 130, item 1389), 10) Directive of the Minister of Infrastructure of June 23, 2003 on Information Regarding Safety and Protection of Human Health and the Safety and Protection of Human Health Plan (Journal of Laws of 2003, No. 120, item 1126), and 11) Other legal regulations in force and relating to the project in question. 2. The Contractor, within the framework of the Remuneration for performance of the Subject of the Contract, is specifically obligated to: 1) Develop design documentation and tender materials within the deadlines as established in the Contract and in line with decisions defined in the local spatial development plan, the opinions and recommendations of the Competition Jury and of the Ordering Party, requirements stemming from regulations of the law in force, including technical construction regulations and standards, and principles of technical know how, 2) Guarantee the participation in the development of the project of people with the proper building licenses to design in the relevant specialties as well as the mutual technical coordination of the design works developed by them ensuring the taking into account of principles of health and safety in the building process as found in the provisions of the law and to take into account the specifics of the designed built structures (in the construction document phase and presenting the design team), 3) Prepare information on health and safety in line with the Directive of the Minister of Infrastructure of June 23, 2003 on Information Regarding Safety and Protection of Human Health and the Safety and Protection of Human Health Plan (Journal of Laws of 2003, No. 120, item 1126), 4) Procure opinions, approvals, and reviews of design solutions as required by law, 5) Clarify any concerns regarding the design and the solutions therein, 6) Develop and procure approvals for individual technical designs as discussed in Article 10, Clause 1 of the Act of April 16, 2004 on Building Products (consolidated text in the Journal of laws of 2016, item 1570, with subsequent amendments), 7) Procure all confirmations, decisions, and permits as required by law and necessary for the performance of the Subject of the Contract as well as necessary for the execution of construction work involving the Attachment Z /21

8 Construction of Central Square in Warsaw investment project from the relevant bodies, including the Capital City Heritage Department, utility administrators, and (if necessary) the approval of the fire department and multidiscipline approvals for the construction design, and working drawings and specifications, 8) Participate, upon the written invitation of the Ordering party, in all coordination meetings during design work and over the course of the tender procedure for executing construction work, for the purpose of solving problems as identified and procuring the relevant approvals on a running basis, 9) Provide the Ordering Party within a deadline as set by the Ordering Party, but not less than seven (7) days, with written explanations to the questions of contractors over the course of the procedure for the granting of the public commission for the execution of construction work for the Construction of Central Square in Warsaw investment project. 10) In the event of a need to take into account areas lying outside the project site in the design documentation or if there is a collision of networks, equipment, or built structures where it is necessary to adapt the existing state to the project design, the Contractor is hereby obligated to take into account conditions as defined in the design documentation, such as the development of designs relating to the above areas, including designs providing solutions to collisions involving networks, equipment, or built structures, procure approvals from the owners of such land, networks, equipment, or facilities as well as procuring the necessary opinions, expert reports, and permits in this respect. In such cases the Contractor has the right to demand modifications to Contract provisions in the area of Remuneration and deadlines. 11) Draft and submit, in the name of the Ordering Party, a complete application for the issuance of a building permit decision and filing for a building permit. 12) Develop design documentation in a manner making it possible for the Ordering Party to unequivocally describe the subject of the commission for the execution of construction work for the Construction of Central Square in Warsaw investment project in line with the dispositions found in Articles of the Act of January 29, 2004 The Public Procurement Code (consolidated text in the Journal of Laws of 2015, item 2164, with subsequent amendments). 13) Guaranteeing review of the developed Documentation in terms of its agreement with legal regulations in force, including the Building Code and standards in effect, by a person holding the relevant building license to design without restrictions or a building surveyor if the Act of July 7, 1994 The Building Code (consolidated text in the Journal of Laws of 2016, item 290, with subsequent amendments) applies such an obligation. 14) Guarantee the coordination of all building trade designs. Attachment Z /21

9 3. Performance of the role of project architect s supervision shall take place pursuant to regulations in force in this respect, specifically pursuant to the Act of July 7, 1994 The Building Code (consolidated text in the Journal of Laws of 2016, item 290, with subsequent amendments) as well as principles and conditions as defined below, specifically involving: 1) Ascertaining agreement between executed work and the developed design documentation, 2) Establishing the possibility of introducing a substitute solution with respect to that assumed in the design documentation and the development of the necessary additional work as stemming from the construction process as reported by the Building Site Inspector, inclusive of entries into the building log, 3) Participating in coordination meetings and other meetings as well as work transfer and receipt, 4) If necessary, applying modifications to approved design documents during the performance of work, inclusive of written confirmation on the declaration as discussed in Article 57 of the Building Code, 5) Supplementing the designs to include drawings providing greater detail with respect to the approved solution found in the design documentation as well as clarifying any concerns of the contractors making their appearance during execution, 6) Participation in meetings with the Contractor responsible for construction work or with the Ordering Party so as to provide explanations, advice, and guidelines regarding execution upon each and every summons of the Ordering Party if the providing of explanations, advice, or guidelines is not feasible by telephone or mail contact, 7) Drafting of a project architect s supervision card each and every time, 8) Approving any shop documentation, assembly documentation, documentation required for prefabrication, etc. as to conformance to the construction design and working drawings and specifications, and 9) The running entering, in duplicate, of documentation for substitute solutions in the design, including their noting in the building log. The performance of the job of project architect s supervision shall be confirmed by way of an entry into the project architect s supervision log and certified by the Ordering Party s Building Site Inspector. 4. Subcontracting Agreements 1. The Contractor may entrust the performance of parts of the Subject of the Contract to Subcontractors. Attachment Z /21

10 2. Subcontracting agreements, as discussed in this Contract, are agreements concluded in written form and are for valuable consideration the subject of which is a part of the subject of this Contract and they are concluded between the Contractor and another entity referred to as the Subcontractor. 3. The remuneration of the Subcontractor for the scope of the Subject of the Contract as commissioned for execution cannot be higher than the Remuneration of the Contractor for that scope. 4. Execution of parts of the Subject of the Contract by Subcontractors in no way modifies the responsibility of the Contractor with respect to the Ordering Party for the proper execution of the Subject of the Contract. The Contractor bears responsibility with respect to the Ordering Party as well as third parties for actions, neglect, lapses, and negligence on the part of Subcontractors to the same extent as if the actions, neglect, lapses, and negligence were those of the Contractor s own staff. 5. The Contractor is obligated to provide the Ordering party with all clarifications relating to the suitability of performance of the agreements with Subcontractors. 6. In the event of the conclusion by the Contractor of a subcontracting agreement as discussed in Clause 2, the Contractor is obligated to present a copy of the concluded subcontracting agreement, certified as being an accurate copy of the original, within seven (7) days as of the date of its conclusion. 7. The obligations as discussed in Clause 6 shall apply to subcontracting agreements directly related to the execution of the Subject of the Contract of a value equal or greater than 0.5% of the value of the Contractor s Remuneration as defined in 8, Clause 1, bearing in mind that the above obligation applies to all agreements of a gross value greater than PLN 50, The deadline for the payment of the remuneration due the Subcontractor as assumed in the subcontracting agreement shall not be more than seven (7) days as of the date of receipt by the Contractor of Remuneration from the Ordering Party for the given project phase. In the event of a deadline for the above payment greater than seven (7) days, the Ordering Party shall summon the Contractor to modify the above agreement or be subject to payment of a stipulated penalty as discussed in 11, Clause 1, item 9. Obligations of the Ordering Party include: 5. Obligations of the Ordering Party 1. Collaboration with the Contractor in the execution of the Subject of the Contract, including the providing of necessary powers of attorney for the purpose of properly performing the Subject of the Contract, 2. Reviewing and accepting the Documentation in line with principles as defined in 6, and Attachment Z /21

11 3. Payment of Remuneration as due the Contractor for the execution of the Subject of the Contract in line with principles as defined in Contract Subject Acceptance Procedure 1. The Contractor shall deliver the concept, design starting materials, construction design, working drawings and specifications, and tender materials referred to in the wording of the Contract as Documents in hardcopy and electronic form on CD or DVD media within the deadlines as defined in 2, Clause 2, items 1 4, respectively, and in the number of copies as indicated in 1, Clause The Ordering Party shall review each and every Document within fourteen (14) days of receipt and shall inform the Contractor in writing that it: 1) Accepts the given Document in the form as proposed by the Contractor, 2) Rejects the given Document in the form as proposed by the Contractor in its entirety, indicating reasons for the rejections, or 3) Accepts the given Document, but under the condition that specified modifications/supplementary work are introduced, Rejection of the Document in its entirety may be the result of discrepancy between the given Document and requirements as defined in the provisions of the law, the Contract, or other written arrangements. 3. If the Ordering Party does not forward any response to the Contractor within the deadline as defined in Clause 2, the given Document shall be deemed as having been accepted without reservations. 4. If the Ordering Party rejects the given Document in its entirety, the Contractor shall immediately prepare a new Document taking into account reservations made by the Ordering Party and shall deliver it to the Ordering Party for acceptance within a deadline as defined by the Ordering Party, but not less than fourteen (14) days. The acceptance procedure as defined in Clauses 2 4 shall be applied as appropriate. In such a case the Ordering Party has the right to charge a stipulated penalty against the Contractor as discussed in 11, Clause 1, item If the Ordering Party accepts the given Document, but under the condition that defined modifications/supplementary work be introduced, the Contractor shall immediately introduce such modifications or supplement shortcomings and shall again present the Ordering Party with the Document for acceptance within a deadline as defined by the Ordering Party, but not less than fourteen (14) days in line with the acceptance procedure as defined in Clauses 2 4 applied as appropriate. 6. The rejection of the given Document by the Ordering Party or a demand on the part of the Ordering Party that defined modifications or supplementary work be Attachment Z /21

12 introduced into the given Document, which do not go beyond the scope of the Contract, shall be deemed binding on the Contractor. 7. Following acceptance by the Ordering Party of the given Document, the Contractor shall, within a seven (7) days of receiving notification of acceptance of the Document or following the elapse of the deadline as discussed in Clause 2 resulting in the effects as defined in Clause 3, shall deliver to the Ordering Party copies of the given Document in quantities and form as defined in 1, Clause 3, bearing in mind that in the event of acceptance of the given Document in the form as proposed by the Contractor, the number of copies that the Contractor is obligated to deliver to the Ordering Party shall be decreased by the already delivered copies. 8. Acceptance by the Ordering Party of Documents in line with the procedure as defined in this paragraph is confirmation of the proper performance of the Contract. 9. The Contractor shall submit for acceptance other work as discussed in 3, Clause 2, item 12, in triplicate, in hardcopy and one copy in electronic form, where the acceptance procedure shall be conducted in line with principles as defied in Clauses Documents shall be delivered by the Contractor to the offices of the Ordering Party. 11. The Parties hereby establish that: 1) The delivery of Documents or other work shall be confirmed by the Ordering Party and the Contractor by way of protocols of transfer each and every time, 2) Following acceptance of the given Document or other work by the Ordering Party without reservations as well as the delivery by the Contractor of the remaining copies of the given Document, a protocol of receipt of the given Document shall be drafted, which shall serve as the basis for the issuing of an invoice in line with principles as defined in 9, Clause 1, item 1, and 3) Following the delivery and acceptance of all design documents and tender materials, including the delivery to the Ordering Party of the building permit decision as well as other decisions, approvals, permits, etc. as required by law, and the delivery of all copies of the Documents, a protocol of final receipt of design documentation and tender materials shall be drafted, which shall serve as the basis for the issuing of a final invoice in line with principles as defined in 9, Clause 1, item Any and all Documents and other works that are subject to acceptance, shall include a specification of included works as well as a written declaration by the Contractor that they have been developed in accordance with this Contract, technical and building regulations in force, and are complete from the point of view of the purpose to which they are to serve. Attachment Z /21

13 13. In addition to the construction design and working drawings and specifications, the Contractor shall submit the written declaration of the designer (pursuant to the wording of Article 20 of the Building Code), signed by the designer. 7. Copyright 1. The Contractor hereby warrants and represents that he has or will have full copyright to elements of the Subject of the Contract that are creative works as understood by the Act of February 4, 1994 on Copyright and Related Rights (consolidated text in the Journal of Laws of 2017, item 880, with subsequent amendments) hereinafter referred to as Copyright. 2. The Contractor hereby transfers to the Ordering Party all Copyright on all creative works that are the Subject of this Contract in all fields of exploitation as specified in Article 50 of the Act on Copyright without any restrictions in terms of time or territory whatsoever, specifically: 1) With respect to perpetuating and making copies of the documentation using all possible techniques, including the making of copies using printing, reprographic, magnetic, and digital technologies as well as all other technologies, 2) With respect to disseminating the work in a manner other than defined in sub point 5 public access, specifically display by way of a general access exhibition or exposition, projection, play back, and transmission using multimedia, computer, and ICT networks, including the Internet, and retransmission, and also providing public access to the creative work so that everyone may have access to it at a place and time chosen by such persons, 3) With respect to circulating the original copy or other copies on which the creative work is perpetuated, and for putting these on the market, lending for use or leasing, 4) With respect to utilizing the creative works to execute work and use them for the purpose of executing other designs relating to the subject in question, and 5) With respect to utilizing the creative works in procedures to grant public commissions, including inclusion in Terms of Reference. 3. The Contractor hereby transfers to the Ordering Party all Copyright to elements of the Subject of the Contract as discussed in Clause 1 in all fields of exploitation as discussed in Clause 1 at the moment of transfer and receipt of the individual project phases. 4. At the moment of transfer to the Ordering Party of the individual elements of the Subject of the Contract, the Contractor shall transfer to the Ordering Party ownership of all material media on which the given elements of the Subject of the Contract are perpetuated. Attachment Z /21

14 5. The Contractor shall guarantee agreement among all designers creating the elements of the Subject of the Contract as discussed in Clause 1 for making changes to the above elements encompassed by the designers copyright as stemming from the justified needs of the Ordering Party with the approval of their authors. 6. The Contractor has the right to use the created works that are subject to copyright without restrictions in terms of time as well as at home or abroad exclusively for purposes of documentation (archiving), reference, and promotion, specifically in the fields of exploitation as discussed in Clause 2, item 2, without the right to remuneration or other valuable consideration by this title for the Contractor or third parties. The Contractor may also make models and utilize them in the fields of exploitation as indicated in this clause. 7. Remuneration for the transfer of copyright is contained in the Remuneration for execution of the Subject of the Contract as defined in 8, Clause Remuneration 1. The Contractor s Remuneration for execution of the Subject of the Contract in line with principles as defined in the Contract is hereby established as being a lump sum, hereinafter referred to as the Remuneration, which amounts to a gross value of PLN ( zlotys), where this Remuneration encompasses: 1) The development of multidiscipline design documentation, which amounts to PLN ( zlotys), where this remuneration encompasses: a) The post competition concept as discussed in 1, Clause 2, item 1, letter a, which amounts to PLN ( zlotys), b) Starting materials for design work as discussed in 1, Clause 2, item 1, letter b, which amounts to PLN ( zlotys), c) Documentation required for the conducting of an environmental impact assessment as discussed in 1, Clause 2, item 1, letter c, which amounts to PLN ( zlotys), d) The construction design as discussed in 1, Clause 2, item 1, letter d, which amounts to PLN ( zlotys), and e) The working drawings and specifications as discussed in 1, Clause 2, item 1, letter e, which amounts to PLN ( zlotys), 2) The development of tender materials as discussed in 1, Clause 2, item 2, which amounts to PLN ( zlotys), and 3) Performance of project architect s supervision as discussed in 1, Clause 2, item 3, which amounts to PLN ( zlotys). 2. The Remuneration as discussed in Clause 1 encompasses any and all expenses incurred by the Contractor in connection with the execution of the Attachment Z /21

15 Subject of the Contract, inclusive of any other obligations of the Contractor, including as discussed in 3, specifically the costs of opinions, decisions, permits, approvals, and confirmations by duly empowered bodies and government offices in line with the requirements of legal regulations as well as remuneration for the transfer of copyright. 9. Invoicing and Settlement. 1. Settlement of Remuneration for the design documentation and tender materials as discussed in 1, Clause 2, items 1 2 shall take place as follows: 1) Intermediate invoices issued on the basis of protocols of receipt of Documents as discussed in 6, Clause 11, item 2 up to a level no greater than 80% of the remuneration as defined in 8, Clause 1, items 1 2, as appropriate for the given Document. 2) Final invoice for design documentation and tender materials as discussed in 1, Clause 2, items 1 2 issued following the signing of the final protocol of receipt of the design documentation and tender materials as discussed in 6, Clause 11, item 3 providing settlement for the whole of Remuneration for the execution of design documentation and tender materials. 2. Settlement of Remuneration for providing project architect s supervision as discussed in 1, Clause 2, item 3 shall take place as follows: 1) Intermediate invoices issued with no greater frequency than once each month on the basis of protocols of project advancement confirming the percentage of work advancement in the given period that shall serve as the basis for calculating the Contractor s Remuneration for that period. The total level of intermediate invoices shall not exceed 90% of the Remuneration for project architect s supervision as defined in 8, Clause 1, item 3. 2) Final invoice amounting to 10% of the Remuneration for project architect s supervision as defined in 8, Clause 1, item 3 and issued on the basis of the protocol of project advancement confirming final transfer and receipt of construction work. 3. Payment of monies due shall take place by way of bank transfer to the account of the Contractor as indicated in the invoice within twenty one (21) days as of the date of the submission of the invoice to the Architecture and City Planning Department of City Hall of the Capital City of Warsaw following confirmation by the Ordering Party that the work was performed in line with the Contract. 4. The date of the charging of the account of the Ordering Party for the transfer order shall be considered the date of payment. 5. The invoice shall be issued for the Capital City of Warsaw, pl. Bankowy 3.5, Warsaw, NIP [Taxpayer ID Number] Attachment Z /21

16 10. Professional Liability Insurance The Contractor shall present a fully paid insurance policy to the Ordering Party on the day of the signing of the Contract. In its absence the Contractor may present some other document confirming that he is insured against civil liability in the area of professional activities related to the Subject of the Contract for an amount of no less than PLN 200, Stipulated Penalties, Damages, and Withdrawal from the Contract 1. The Contractor is hereby obligated to pay to the Ordering Party stipulated penalties under circumstances and at levels as specified below: 1) By virtue of delays in the delivery of the relevant Documents as discussed in 1, Clause 2, items 1 2, where the stipulated penalty shall amount to % of the gross remuneration as defined in 8, Clause 1, items 1 2 as appropriate for the given Document for each commenced day of delay starting with the elapse of the deadlines as indicated in 2, Clause 2, items 1 5, 2) By virtue of delays in adhering to the remarks of the Ordering Party and introducing them into the given Document, as forwarded within the framework of the acceptance procedures as defined in 6 and amounting to % of the gross remuneration as defined in 8, Clause 1, items 1 2 as appropriate for the given Document for each commenced day of delay starting with the elapse of the deadline for introduction as indicated by the Ordering Party in line with 6, Clause 5, 3) By virtue of delays in the delivery of accepted copies of Documents within the deadline as defined in 6, Clause 7, where the stipulated penalty shall amount to % of the gross remuneration as defined in 8, Clause 1, items 1 2 as appropriate for the given Document for each commenced day of delay, 4) By virtue of delays in the elimination of defects in the Documents as discovered following the signing of the protocol of receipt of the given Document, where the stipulated penalty shall amount to % of the gross remuneration as defined in 8, Clause 1, items 1 2 as appropriate for the given Document found to have defects for each commenced day of delay starting with the deadline as specified by the Ordering Party for the elimination of the defects, 5) For each case of failure to meet obligations as stemming from project architect s supervision as discussed in 3, Clause 3, where the stipulated penalty shall amount to PLN, 6) For each case of failure to meet obligations as Contractor as defined in 3, Clause 2, where the stipulated penalty shall amount to PLN for each and every case, Attachment Z /21

17 7) By virtue of withdrawal from the Contract for reasons lying on the side of the Contractor, amounting to % of the gross Remuneration as defined in 8, Clause 1, 8) By virtue of a partial withdrawal from the Contract by either of the Parties for reasons lying exclusively on the side of the Contractor, amounting to % of the gross Remuneration for the unperformed part of the Subject of the Contract, where the remuneration for the unperformed part of the Subject of the Contract shall be defined on the basis of a survey of the completed performed part of the Subject of the Contract as prepared by the Ordering Party, bearing in mind prices as defined in 8, Clause 1 for the given element of the Subject of the Contract, and 9) If the deadline for payment to a subcontractor is longer than seven (7) days and the Contractor upon demand on the part of the Ordering Party does not shorten that deadline then PLN for each and every case. 2. In the event of failure on the part of the Contractor to pay the stipulated penalties within a deadline of seven (7) days as of receiving a summons in the form of an accounting memorandum, the Ordering Party reserves the right to deduct the stipulated penalty from invoices issued by the Contractor. Payment of the stipulated penalty or its deduction from invoices in no way relieves the Contractor of the obligation to perform all other contractual obligations. 3. The total level of stipulated penalties charged to the Contractor by virtue of titles as defined in Clause 1, items 1 8 shall not exceed % of the gross Remuneration as defined in 8, Clause Decisions regarding stipulated penalties in no way waive the rights of the Parties to seek additional compensation in line with general principles as derived from the Civil Code. 12. Withdrawal from the Contract 1. The Ordering Party has the right to withdraw from the Contract in whole or form the part that has not been performed for reasons not lying on the side of the Ordering Party if the Contractor: 1) Develops design documents that are blatantly inconsistent with the conclude Contract and especially with regulations in force and fails to remedy the situation within the deadline as specified by the Ordering Party, but not less than fourteen (14) days, 2) Has delayed the completion of a given Document by a period of more than fifteen (15) days, or 3) Is failing to perform obligations as stemming from the Contract or is performing such obligations inadequately. Attachment Z /21

18 2. In the cases as specified in Clause 1, the Ordering Party has the right to withdraw from the Contract in whole or form the part that has not been performed after giving the Contractor a deadline, in writing, for reinstating the undertaking of actions that are in a state of agreement with the Contract. 3. Regardless of reasons as defined in Clause 1, the Ordering Party may withdraw from the Contract in cases as define in the Civil Code. 4. In the event of the Ordering Party withdrawing from the Contract in whole or part: 1) The Contractor is obligated to pay a stipulated penalty as calculated by the Ordering Party, and 2) The Ordering Party shall survey the developed Documentation. 5. In the event of the occurrence of significant changes to circumstances resulting in a situation whereby the performance of the Contract no longer serves the public interest, which could not have been foreseen at the moment of the conclusion of the Contract, the Ordering Party may withdraw from the Contract within thirty (30) days of the discovery of such circumstances. In such cases the Contractor may demand remuneration due for only the performed part of the Contract. 13. Warranty 1. The Contractor warrants and represented that the Subject of the Contract shall be free of any and all physical and legal defects. 2. The Contractor hereby grants the Ordering Party a warranty covering any and all physical or legal defects in the Subject of the Contract. 3. The course of the warranty covering defects shall start on the date of the signing of the final protocol of receipt of the design documentation and tender materials. The rights of the Ordering Party by virtue of the warranty shall become extinct with respect to the Contractor following the elapse of three (3) years as of the date of the signing of the final protocol of receipt of the design documentation and tender materials, bearing in mind the fact that the warranty period cannot end earlier than upon confirmation by the Ordering Party of the elimination of defects discovered over that period. 4. In the event of the discovery of defects during the period of warranty, the Contractor is obligated to eliminate such defects within the deadline as specified by the Ordering Party at no charge. 14. Modifications and Amendments to the Contract 1. In the event of an absence of possibilities for the Contractor to procure necessary approvals or decisions within the contractual deadline for reasons outside the control of the Contractor, where the Contractor exercised due Attachment Z /21

19 diligence, the Parties may extend the deadlines for Contract performance appropriately following the establishing of relevant arrangements, bearing in mind the fact that Contractor s remuneration shall remain unchanged. 2. Should it prove necessary for the design documentation to take into account areas lying outside the project site or should their be a collision in networks, equipment, or built structures requiring the adapting of the existing state to the planned design that necessitates the development of designs covering the above areas, including designs providing solutions to collisions in networks, equipment, or built structures as well as approvals of the owners of the land, networks, or built structures, including necessary opinions, expert reports, and permits. 3. In the event of the need to modify the design documentation and tender materials as a result of an issued decision or as a requirement for the issuance of a decision or approval necessitating the introduction of defined modifications, the Parties may extend the deadlines for Contract performance appropriately for a period as needed to introduce the changes, bearing in mind the fact that Contractor s remuneration shall remain unchanged. 4. Stipulated penalties shall not be applied in the event of cases as indicated in Clauses In the event a need to change the deadline assumed in 2, item 2 for project conclusion, the deadline for conclusion of the project architect s supervision shall be appropriately adapted to the current deadline for completing the project, bearing in mind the fact that Contractor s remuneration shall remain unchanged. 6. Any and all modifications and amendments to the wording of the Contract shall be in the form of an appendix to the Contract signed by both Parties or else be deemed null and void. 7. The following are not considered modifications to the Contract: 1) A change in the address of either the Ordering Party or the Contractor, 2) A change in the mailing address as discussed in 16, Clause 3, 3) A change in the person representing the Ordering Party or the Contractor, and 4) The nullifying or modification to a legal documents referred to in the wording of the Contract, where in such a case the Contractor is obligated to adhere to the legal regulations in force at the given moment. 8. Changes as indicated in Clause 7, items 1 3 shall be made in the form of a one sided written notification of the given Party and shall be deemed effective on the date of delivery to the other Party. Attachment Z /21

20 15 Protection of Personal Data 1. The Ordering Party hereby warrants and represents that he performs the obligations of Administrator of Personal Data as defined by the Act on the Protection of Personal Data, hereinafter referred to as the Act. 2. The Contractor hereby assures observance of principles of personal data processing and protection in accordance with the provisions of the Act. 3. The Contractor bears responsibility for any consequences of actions inconsistent with the provisions as discussed in Clause The Contractor hereby warrants and represents that systems used in the process of personal data processing meet requirements as contained in the Directive of the Minister of Internal Affairs and Administration of April 29, 2004 on Documentation of the Processing of Personal Data and Technical and Organizational Conditions to Be Met by Information Equipment and Systems Serving the Processing of Personal Data (if personal data shall be processed by the Contractor s information systems). 5. The Contractor hereby assures that the processed personal data shall be used exclusively for the purpose of performance of the Contract. 6. The Ordering Party hereby obligates the Contractor to immediately provide notification of discovery of attempted or actual violation of personal data processed as a result of performance of the Contract. 7. The Contractor hereby warrants and represents that he shall facilitate the conducting of inspections of the personal data processing and protection by the Administrator. 8. The Ordering Party reserves the right to terminate the Contract in the event of ascertaining breach by the Contractor of conditions for the safety and protection of personal data processed as a result of performance of the Contract. 9. In the event of infringement against the provisions of 15 of the Contract, the Ordering Party has the right to calculate stipulated penalties amounting to 20% of the Remuneration as described in 8 of the Contract. 10. The employees of the Contractor, design units, and third parties, prior to involvement in any processing or personal data are obligated to procure permission as issued by the Administrator of Personal Data for the processing of personal data at City Hall of the Capital City of Warsaw and are also obligated to sign a declaration stating that they have familiarized themselves with regulations relating to the processing and protection of personal data and obligate themselves to maintain the confidentiality of the personal data as well as the ways in which they are secured. Attachment Z /21