Construction and Operation/Maintenance of the 6th Generation Sendai City Financial Accounting System - Tender Explanation Document Part 2 (PDF: 4,065KB)

(Form No. 5-1-2 (Specific Procurement): R2-10 Edition) Contract Number: 1. Contracted Work Name 2. Fulfillment Period: From Year Month Day to Year Month Day 3. Contract Amount (including consumption tax and local consumption tax related to transactions) 4. Contract Deposit Regarding the above work, Sendai City (hereinafter referred to as the "Client") and the taxable entity regarding consumption tax and local consumption tax (hereinafter referred to as the "Contractor") shall conclude a fair contract based on their respective equal positions, and shall faithfully perform it in accordance with the following terms and conditions. In witness whereof, two copies of this contract shall be prepared, signed and sealed by the parties, and each shall retain one copy. Date: Year Month Day Client: Address Name Seal Contractor: Address Name Seal CONTRACT FOR CONTRACT WORK Stamp Duty Amount: Billion Ten Million Thousand Hundred Ten Yen Amount: Billion Ten Million Thousand Hundred Ten Yen Amount: Billion Ten Million Thousand Hundred Ten Yen Taxable/Exempt - 1 - (General Provisions) Article 1: The Client and the Contractor shall perform this contract (hereinafter referred to as the "Contract", including the preamble) in accordance with the specifications, observing the laws and regulations of Japan. Article 2: The Contractor shall complete the work described in the contract (hereinafter referred to as the "Work") within the fulfillment period described in the contract (hereinafter referred to as the "Fulfillment Period"), and if there are deliverables specified in the specifications (hereinafter referred to as the "Deliverables"), shall deliver the completed Deliverables to the Client. The Client shall pay the contract amount for the Work. Article 3: The Client may give instructions to the Contractor regarding the performance of the Work if necessary. In this case, the Contractor shall perform the Work in accordance with such instructions. Article 4: The Contractor shall determine all necessary means for completing the Work at its own responsibility, except as otherwise provided in this Contract or the Specifications, or in the case of instructions from the Client or consultations between the Client and the Contractor. Article 5: The language to be used between the Client and the Contractor in performing this contract shall be Japanese. Article 6: The currency to be used for payment of money stipulated in this Contract shall be Japanese yen. Article 7: The unit of measurement to be used between the Client and the Contractor in performing this contract shall be as stipulated in the Measurement Act (Law No. 51 of 1992), unless otherwise specified in the Specifications. Article 8: The period stipulated in this Contract and the Specifications shall be governed by the provisions of the Civil Code (Law No. 89 of 1896) and the Commercial Code (Law No. 48 of 1899). Article 9: This Contract shall be governed by the laws of Japan. Article 10: The exclusive jurisdiction for litigation or mediation concerning this Contract shall be the courts of Japan. (Definitions) Article 1-2: In this Contract, "late payment interest rate" refers to the rate determined by the Minister of Finance pursuant to the provisions of Article 8, Paragraph 1 of the Act on Prevention and Delay of Payment of Government Contracts (Law No. 256 of 1949) as of the contract date. (Written Form for Instructions, etc. and Consultations) Article 2: Instructions, demands, requests, notifications, reports, proposals, acceptances, inquiries, answers, and cancellations (hereinafter referred to as "Instructions, etc.") stipulated in this Contract shall be made in writing. 2. Notwithstanding the provisions of the preceding paragraph, the Client and the Contractor may give Instructions, etc. orally in cases of urgent necessity. In such cases, the Client and the Contractor shall document the Instructions, etc. given and deliver them to the other party within seven days. 3. When the Client and the Contractor consult pursuant to the provisions of other articles of this Contract, they shall record the content of such consultation in writing. (Submission of Work Execution Plan, etc.) Article 2-2: The Contractor shall prepare and submit a Work Execution Plan, a list of personnel in charge of the work, and a commencement notice to the Client within 14 days of the conclusion of this contract, based on the specifications. However, this shall not apply if the Client deems it unnecessary. 2. If the Client deems it necessary, they may request the Contractor to revise the Work Execution Plan within seven days from the date of receipt of the plan. 3. If the fulfillment period or specifications are changed due to the provisions of other articles of this Contract, the Client may request the Contractor to resubmit the Work Execution Plan if deemed necessary. In this case, "within 14 days of the conclusion of this contract" in the preceding paragraph shall be read as "from the date of such request", and the provisions of the preceding two paragraphs shall apply mutatis mutandis. 4. The Work Execution Plan shall not be binding on the Client or the Contractor. (Contract Guarantee) Article 3: The Contractor shall provide one of the following guarantees at the time of concluding this contract. However, in the case of item 5, the insurance policy must be deposited with the Client immediately after concluding the performance guarantee insurance contract. 1. Payment of contract deposit. 2. Provision of securities, etc. in lieu of contract deposit. 3. Guarantee from a bank, financial institution recognized as reliable by the Client, or guarantee company (as defined in Article 2, Paragraph 4 of the Act on Guarantee Business for Advance Payments of Public Works (Law No. 184 of 1952). The same applies hereinafter) for the payment of damages arising from non-performance of obligations under this contract. 4. Guarantee by a performance guarantee insurance policy that guarantees the performance of obligations under this contract. 5. Conclusion of a performance guarantee insurance contract that covers damages arising from non-performance of obligations under this contract. 2. The amount of the contract deposit, guarantee amount, or insurance amount (hereinafter referred to as the "Guarantee Amount" in Paragraph 5) for the guarantee stipulated in the preceding paragraph shall be 1/10 of the contract amount (or an amount determined by the Director of the Financial Affairs Department of Sendai City in cases falling under Article 20, Item 9 of the Sendai City Contract Regulations (Sendai City Regulations No. 47 of 1964).). 3. If the Contractor provides a guarantee as stipulated in Item 3, 4, or 5 of Paragraph 1, such guarantee must also cover cases of contract cancellation by the persons stipulated in Items 1 to 3 of Paragraph 3 of Article 34. 4. If the Contractor provides a guarantee as stipulated in Item 2 or 3 of Paragraph 1, such guarantee shall be considered as collateral in lieu of the contract deposit. If a guarantee as stipulated in Item 4 or 5 of the same paragraph is provided, the payment of the contract deposit shall be exempted. 5. If the contract amount is changed, the Client may request an increase in the Guarantee Amount, and the Contractor may request a decrease in the Guarantee Amount, until the Guarantee Amount reaches 1/10 of the changed contract amount (or an amount determined by the Director of the Financial Affairs Department of Sendai City in cases falling under Article 20, Item 9 of the Regulations). (Prohibition of Assignment of Rights and Obligations, etc.) Article 4: The Contractor shall not assign or transfer any rights or obligations arising from this contract to a third party, unless prior approval has been obtained from the Client. (Confidentiality) Article 5: The Contractor shall not disclose any confidential information obtained in the course of performing this contract to others. (Protection of Personal Information) Article 6: The Contractor shall recognize the importance of protecting personal information and shall handle personal information appropriately when processing personal information for the purpose of this contract, so as not to infringe upon the rights and interests of individuals. 2. The Contractor shall not disclose or use for improper purposes any personal information obtained in connection with the work under this contract. The same shall apply after the termination or cancellation of this contract. 3. The Contractor shall inform its employees of the necessity of protecting personal information, such as not disclosing or using for improper purposes any personal information obtained in connection with the work under this contract, both during and after their employment. 4. The Contractor shall take necessary measures for the proper management of personal information, including preventing the leakage, loss, alteration, or damage of personal information related to the work under this contract. 5. When collecting personal information for the purpose of processing the work under this contract, the Contractor shall collect it in a fair and appropriate manner within the scope necessary for processing such work. 6. Unless instructed or permitted by the Client, the Contractor shall not use or disclose to a third party any personal information obtained in connection with the work under this contract for purposes other than processing such work. 7. Unless instructed or permitted by the Client, the Contractor shall not copy or reproduce any materials containing personal information obtained in connection with the work under this contract, which were lent by the Client or collected or created by the Contractor. 8. The Contractor shall handle the personal information related to the work under this contract itself and shall not allow a third party to handle it, except with the special permission of the Client, notwithstanding the provisions of Article 7, Paragraph 1, proviso. 9. The Contractor shall return or hand over to the Client immediately after the termination of this contract any materials containing personal information obtained in connection with the work under this contract, which were lent by the Client or collected or created by the Contractor. However, if the Client gives separate instructions, they shall be followed. 10. If the Contractor becomes aware of any violation of the preceding paragraph, or if there is a possibility of such a violation, the Contractor shall promptly report it to the Client and follow the Client's instructions. The same shall apply after the termination or cancellation of this contract. (Prohibition of Subcontracting) Article 7: The Contractor shall not subcontract or delegate the performance of the work to others. However, this shall not apply if the Contractor has submitted a written application in advance for part of the work (excluding the main part) and obtained written approval from the Client. 2. The Contractor shall not subcontract or delegate the performance of the work to any person who is subject to a suspension of designation under the Guidelines on Suspension of Designation for Qualified Bidders in Sendai City (Mayor's Decision on October 29, 1985; hereinafter referred to as the "Designation Suspension Guidelines" in this article), except for those subject to designation under Article 21 of the table of the Designation Suspension Guidelines. However, this shall not apply if the Client deems it unavoidable and has granted approval as per the proviso of the preceding paragraph. 3. Notwithstanding the provisions of Paragraph 1, proviso, the Contractor shall not enter into contracts related to this contract (subcontracts, delegation contracts, contracts for the purchase of materials or raw materials, and other contracts concluded in relation to this contract; hereinafter the same applies in the following paragraph) with parties who are subject to a suspension of designation under Article 21 of the table of the Designation Suspension Guidelines or who are found to meet the criteria listed in each item of the table of the Sendai City Guidelines for Exclusion of Bidders, etc. (Mayor's Decision on October 31, 2008; hereinafter referred to as the "Bid Exclusion Guidelines"). 4. The Client may request the Contractor to notify the name or trade name and other necessary information regarding the parties to contracts related to this contract. (Use of Patent Rights, etc.) Article 8: If the Contractor uses a method of performance that is subject to patent rights, utility model rights, design rights, trademark rights, or other rights protected under the laws of Japan (hereinafter referred to as "Patent Rights, etc." in this article), the Contractor shall bear all responsibility related to such use. However, if the Client designates the method of performance and it is not indicated in the specifications that it is subject to Patent Rights, etc., and the Contractor was unaware of its existence, the Client shall bear the costs incurred by the Contractor for such use. (Request for Measures Against Personnel Involved in the Work) Article 9: If the Client deems any person used by the Contractor for the performance of the Work to be significantly unsuitable for the execution of such Work, the Client may request the Contractor, by written notice stating the reasons, to take necessary measures. (Performance Report) Article 10: The Contractor shall report to the Client on the performance of the Work as specified in the Specifications. (Lent Items, etc.) Article 11: The names, quantities, delivery locations, and delivery times of items, etc. necessary for the Work that the Client lends or provides to the Contractor (hereinafter referred to as "Lent Items, etc.") shall be as specified in the Specifications. 2. Upon receipt of the Lent Items, etc., the Contractor shall submit a loan receipt or a receipt to the Client within seven days from the date of delivery. 3. The Contractor shall return the Lent Items, etc. that become unnecessary due to the completion of the Work, changes in specifications, etc., to the Client as specified in the Specifications. (Changes to Work Content) Article 12: The Client may change the work content if deemed necessary. In such cases, if deemed necessary, the Client shall change the fulfillment period or contract amount, or bear the necessary costs if damage is caused to the Contractor. (Temporary Suspension of Work) Article 13: The Client may notify the Contractor of the content of the suspension and order the temporary suspension of all or part of the Work if deemed necessary. 2. If the Client temporarily suspends the Work pursuant to the provisions of the preceding paragraph, and if deemed necessary, the Client shall change the fulfillment period or contract amount, or bear the necessary costs if the Contractor incurs additional expenses due to the temporary suspension of work in preparation for the continuation of the Work, or if damage is caused to the Contractor. (Extension of Fulfillment Period at Contractor's Request) Article 14: If the Contractor cannot complete the Work within the fulfillment period due to reasons not attributable to the Contractor, the Contractor may request the Client to extend or change the fulfillment period by submitting a written document stating the reasons. (Reduction of Fulfillment Period, etc. at Client's Request) Article 15: If there is a special reason requiring a reduction of the fulfillment period, the Client may request the Contractor to shorten or change the fulfillment period. 2. In the case of the preceding paragraph, if deemed necessary, the Client shall change the contract amount or bear the necessary costs if damage is caused to the Contractor. (Method of Changing Fulfillment Period) Article 16: Changes to the fulfillment period shall be determined in writing through consultation between the Client and the Contractor. However, if consultation is not reached within 14 days from the start of consultation, the Client shall determine and notify the Contractor. (Method of Changing Contract Amount, etc.) Article 17: Changes to the contract amount shall be determined in writing through consultation between the Client and the Contractor. However, if consultation is not reached within 14 days from the start of consultation, the Client shall determine and notify the Contractor. 2. The amount of costs to be borne or damages to be compensated by the Client pursuant to the provisions of this Contract shall be determined in writing through consultation between the Client and the Contractor. (Emergency Measures) Article 18: When the Contractor deems it necessary for disaster prevention, etc. while performing the Work, the Contractor shall take emergency measures.