24/2009 - Information on the conclusion of a significant contract
The Management Board of Trakcja Polska S.A. (“Company”) hereby announces that, on 21 May 2009, Przedsiębiorstwo Robót Kolejowych i Inżynieryjnych S.A., with its registered office in Wrocław, the Company’s subsidiary, concluded a contract, together with Przedsiębiorstwo Robót Komunikacyjnych w Krakowie Spółka Akcyjna, a consortium partner (“Partner”), for the performance of construction and assembly works, as a part of the task being implemented in connection with the conclusion by the consortium of a contract with PKP Polskie Linie Kolejowe S.A. in Warsaw, Regional Branch in Wrocław (“Contracting Party”) named“Reconstruction and modernisation of the E-30/CE-30 railway line on the Opole - Wrocław - Legnica section, Środa Śląska - Malczyce route, tracks 1 and 2, together with the Malczyce station” [Odbudowa i modernizacja linii kolejowej E-30/CE-30 na odcinku Opole - Wrocław - Legnica, szlak Środa Śląska – Malczyce tor 1 i 2 wraz ze stacją Malczyce].
Net contract value: PLN 35,220,171.85
Gross contract value:PLN 42,968,609.66
Deadline for the completion of the works:18 months from the date of signature of the contract
Security for the performance of the contract:
The Partner shall provide a guarantee for the scope of the works constituting the subject of the contract. The guarantee period is 36 months and shall start on the date of the defect-free final acceptance. The Parties have also agreed a warranty period on physical defects in the subject of the contract for 1 year longer than the term of the guarantee.
The Partner shall provide a performance bond on the contract for a value of 5% of the price, i.e. PLN 2,148,430.00, in the form of a bank or insurance guarantee. 70% of the value of the security shall be released within 35 days of the final acceptance and the Leader’s acknowledgement that the works have been properly performed. The remainder of the security, i.e. 30%, shall be returned within 20 days of the date of expiry of the warranty for defects.
The Leader shall charge the costs of the contract performance bond submitted to the Contracting Party in the form of an insurance guarantee to the Partner.
Payment terms:
Settlements for the performance of the subject of the contract shall be made against partial invoices and a final invoice based on works acceptance protocols signed by both parties, as well as a final invoice.
Final settlement shall be made with an invoice on the basis of a protocol of final acceptance of the task in the event that no defects are found in it or, in the event of finding defects, after they are repaired.
Payment term:the payment term on the Contractor’s invoices shall be 33 days from the date of receipt by the Leader of correctly issued invoices, together with settlement documents and proof of settlement of the fee to which the Subcontractors are entitled, but no later than 5 business days from the date of receipt by the Leader of payment from the Contracting Party.
Payments shall be made in PLN to the bank account specified by the Partner in the invoice.
The invoice payment date shall be the date on which the Leader’s account is debited.
The Partner undertakes not to file a claim on the Leader through enforcement proceedings for the payment of the fee and VAT up to the time when the Leader receives payment of this fee from the Contracting Party in connection with the scope of the works performed by the Partner.
Advance:none.
Liquidated damages:
The Partner shall pay the Leader liquidated damages if the Contracting Party charges the Leader with such liquidated damages through the Partner’s fault:
1) at the amount of 0.02% of the net value of the subject of the contract for every day of delay in handing over a stage / phase of the subject of the contract;
2) at the amount of 0.02% of the net value of the subject of the contract for every day of delay in handing over the task for reasons for which the Partner is responsible;
3) at the amount of 0.02% of the net value of the subject of the contract for every day of delay after the passage of the deadline for repairing faults;
4) at the amount of 10% of the net value of the subject of the contract in the event of the withdrawal from the performance of the contract due to circumstances for which the Partner is responsible;
5) at the amount of 0.02% of the net value of the subject of the contract for every day of delay in the event of delays through the Partner’s fault in presenting a person satisfying the Contracting Party’s requirements regarding experience and qualifications held.
A party shall set an additional deadline for completion for the party which fails to perform its contractual obligation within the specified 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 %.
The Partner’s liability for train delays which arise during the fulfilment of the investment:
The Partner undertakes to cover the costs of delays of trains and substitute transport for Carriers with which PKP PLK S.A. has signed contracts on the use of the allocated train routes, together with the attachment named “Principles of charging liquidated damages and settlements for the improper performance of the travel schedule” in the following cases:
a) the failure to observe a 30-day deadline for applying to the Railway Line Plant [Zakład Linii Kolejowych] and the Regional Branch in Wrocław to grant a closure of the tracks, which requires a change in the travel schedule, if this causes train delays;
b) the failure to complete the works within the previously reported deadline, which results in the extension of the closure of the track and the appearance of train delays;
c) reductions in speeds, which result in train delays;
d) causing defects in the rail traffic control equipment, which result in train delays;
e) delays arising as a result of a closure of tracks or work on active rail traffic control equipment without a change in the travel schedule;
f) delays arising as a result of an accident or a railway incident which arises through the Partner’s fault;
g) other train delays which arise through the Partner’s fault.
The Partner shall not be liable for train delays arising from in the following cases:
a) reductions in speed not provided for in the “Temporary regulations for railway traffic operated during the works” or on the date on which a request is filed to close tracks, with the observance of the deadline;
b) the extension of the closure of the tracks for reasons for which the Leader and the Contracting Party are responsible;
c) damage to the rail traffic control and management equipment, if this is not contained in the documentation.
The costs arising from train delays shall be charged through charge notes issued by PKP Polskie Linie Kolejowe S.A. to the Regional Branch in Wrocław on the basis of the “MAINTENANCE WORK REGISTRATION SYSTEM”, while the costs of introducing substitute bus transport and the use of locomotives for drawing trains shall be charged in accordance with the invoices presented by the carriers.
The Partner shall pay compensation to the Leader for exceeding the period of track closures with respect to the applicable Detailed Schedule of track closures. The Partner shall cover the costs of train delays for reasons for which the Partner is responsible, which are caused by the extension of the duration of the planned closures of tracks or their unplanned occupation during the works, counting the actual delay of every train in accordance with the applicable rates and actual charges from PKP PLK, for which the Partner is responsible and which arise through the Partner’s fault.
Irrespective of the liquidated damages charged, the Parties reserve the right to file for supplementary compensation on general terms.
The contract value is greater than 10% of Trakcja Polska S.A.’s equity and therefore constitutes a significant contract within the meaning of § 2(1)(45) 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 (Journal of Laws No. 23, item 259).
Legal grounds:Article 56 section 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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