13/2009 - Information on the conclusion of a significant contract
In connection with report no. 9/2009 of 27 March 2009 on the selection of the best proposal in public procurement proceedings conducted in the form of a limited tender, the management board of Trakcja Polska S.A. hereby announces that, on 16 April 2009, the Issuer’s subsidiary, Przedsiębiorstwo Robót Komunikacyjnych – 7 S.A. with its registered office in Warsaw, as the leader of the consortium of companies consisting of:
- Przedsiębiorstwo Robót Komunikacyjnych S.A. (the Consortium’s Proxy);
- Andrzej Sawicki (Partner),
(hereinafter referred to jointly as the "Contractor"), concluded a contract with PKP Polskie Linie Kolejowe S.A. Regional Branch in Gdańsk (the "Contracting Party") for the fulfilment of a contract for:“The modernisation of railway line no.223 Czerwonka – Ełk, on the Orzysz – Ełk section at km 85.300 ¸120.739”.
Net contract value: PLN 38,066,367.32
Deadline for the completion of the works: 30/11/2012
Security for the performance of the contract:
The Contractor is granting:
1. a warranty on the completed construction works encompassed by the contract for a period of 24 calendar months;
2. a quality guarantee of the materials delivered for a period of 24 calendar months.
The Contractor shall provide a performance bond on the contract for a value of 5% of the gross contractual price (including VAT), i.e., PLN 2,322,048.41 in the form of an insurance guarantee.
The contract performance bond shall be returned or released:
- in the parts securing the proper performance of the contract, for each part in every calendar year of performance of the contract amounting to 70% of the amount of security calculated in proportion to the gross value of the works completed and presented in the "annual works settlements” for the given year of performance of the contract – within 30 days of the date of preparation of the annual works acceptance protocol which covers the works conducted in the given year of performance of the contract and their acceptance by the Contracting Party as having been properly performed, i.e. within 30 days: after the acceptance of the works without faults in the “annual works settlement" of the task or the confirmation by the parties by protocol that the Contractor has eliminated all faults and defects and after the presentation by the Contractor of evidence of having paid the fees due to the subcontractors.
- in the parts which apply to the warranty for defects and the quality guarantee - the amounts of security remaining at the amount of 30% in every year of performance of the contract, as security for claims under the warranty and guarantee, shall be returned no later than on the 15th day after the expiry of the periods of warranty for defects and the quality guarantee, measured from the dates of preparation of the “annual works settlements”.
Payment terms:
1) Settlements for the performance of the subject of the acceptance shall be paid against partial invoices issued once a month for the design work and works completed on the basis of acceptance protocols of the works conducted, which are signed by both parties for the works and deliveries and prepared on the basis of the works survey register, to a maximum amount of 90% of the contract value of the given element (of works) specified in the materials and financial schedule for the given year of performance of the contract.
2) The final materials and financial settlement of works completed in the given year of performance of the contract shall be made against an annual interim invoice submitted to the Contracting Party no later than by 30 November of the given year of performance of the contract, on the basis of the annual acceptance protocol of the works completed.
3) The final settlement of the investment shall be made with a final invoice on the basis of the final acceptance protocol of the task.
The payment term for the Contractor’s invoices shall be 30 days.
Advance: none.
Liquidated damages
The Contractor shall pay the Contracting Party liquidated damages:
1) at the amount of 0.05% of the gross contractual fee for every day of delay in handing over the subject of the contract;
2) at the amount of 0.05% of the gross contractual fee for every day of delay after the passage of the deadline for repairing faults;
3) in the event of the withdrawal from the performance of the contract due to circumstances for which the Contractor is responsible - at the amount of 10% of the gross contract value
The Contracting Party shall set an additional deadline for completion for the Contractor if it fails to perform its contractual obligation within the agreed deadline. In the event of the non-performance of this obligation within the additional deadline, the level of the liquidated damages shall be increased by 50% (this applies to liquidated damages for the Contractor’s delays).
If the liquidated damages do not cover the damage suffered, the Contracting Party is entitled to demand compensation in excess of the reserved liquidated damages (Article 484 of the Civil Code).
The Contractor is entitled to liquidated damages at a flat rate amount of PLN 10,000 for every case of the Contractor signing a contract with a subcontractor or a subcontractor signing a contract with a further subcontractor, a replacement or engagement of a new subcontractor or a change in the terms and conditions of the contract with the subcontractor without the Contracting Party’s consent and in the event of the failure to accept the Contracting Party’s objections or reservations made with respect to the contract.
The Contracting Party shall pay the Contractor liquidated damages:
1) at the amount of 0.05% of the gross contractual fee for every day of delay in handing over the construction site;
2) at the amount of 0.05% of the gross contractual fee for every day of delay in conducting the final acceptance of the subject of the contract.
The provisions of the contract do not provide for reservations of a condition or deadline.
The remaining terms and conditions of the contract do not differ from those generally applied in contracts of a similar nature.
The contract value is greater than 10% of Trakcja Polska S.A.’s equity and therefore constitutes a significant contract, as defined by § 2(1)(44) of the Regulation of the Minister of Finance of 19 February 2009 on current and periodic information submitted by issuers of securities and conditions for acknowledging the information required by the provisions of the law of a non-member state as being equivalent.
Legal grounds: Article 56(1)(2) of the Act on the public offering and the conditions for introducing financial instruments into an organised trading system and on listed companies.
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