[Enter title of the award here]

Bidding Terms for Negotiation Procedures in Accordance with the Rules on Awarding Contracts in Transport, Drinking Water Supply and Energy Supply (SektVO)

Award No. [Enter number]

Deutsche Bahn AG

[Enter organizational unit]

[First name author] [Surename author]

Version: 5.1

Status:

1	Subject matter of the award	3

2	Legal framework	4

3	Communication	5

4	Contract award documents	6

5	Confidentiality	7

6	Call for competition	8

7	Form of the bid	9

8	Time limits for participation requests and bids	10

9	Content of the bid	10

10	Contract award in lots	11

11	Information on the processing of bids	11

12	Number of main bids/alternative bids/discounts	14

13	Bidding consortia	15

14	Subcontractors	15

15	Evaluation of bids	16

16	Subsequent course of the contract award procedure	20

17	Specific obligations for contractors to provide information about his/herself	21

18	Information on legal remedies	22

19	Annexes to the contract award	23

[User instructions:

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2.	Changes to the formulations and additions should be made in editing mode (Track Changes) before forwarding this, if necessary, to the legal department.

3.	All red notes should be deleted before sending out these Bidding Terms. No other text passages should be deleted.

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6.	Remove these notes for users.]

Subject matter of the award

1.1	The subject matter of the award is a contract for [Description of the contract].

The goods and services to be provided by the Contractor are described in the other contract award documents.

(If applicable:)

The quantities specified in the contract award documents are intended to serve as a calculation aid for the tenderer. They do not constitute grounds for any claim as to binding force. The Client does not guarantee any specific delivery/service quantity.

(If applicable:)

1.2	The contract is divided into X individual lots as follows:

Lot 1: [Enter description]

Lot 1: [Enter description]

1.3	The contracting entity (Client) in this contract award procedure is:

[Enter DB Group company (plus address) for which the award is being made]

represented by the procurement department mentioned in Section 3.3.

(If applicable in the case of a framework agreement:)

Other companies besides the Client with the authority to make call-offs are listed in the notice for this contract award procedure in the Official Journal of the EU.

[Note: The companies entitled to call should also be listed in the relevant framework agreement.]

1.4	Course of the contract award procedure

As stated in the announcement, a call for competition will first be held within the framework of the award procedure. The object of the call for competition is to examine the applicant's eligibility to provide the relevant services (expertise and capability) as well as their reliability/compliance with the law (existence of grounds for exclusion pursuant to Sections 123 and 124 of the Act Against Restraints on Competition (GWB)). See also the information on the call for competition in Section 6.

(Option 1:)

After completion of the call for competition, those tenderers deemed suitable and reliable in terms of providing the service are invited to submit their bids.

(Option 2:)

After completion of the call for competition, a maximum of ... tenderers deemed suitable and reliable in terms of providing the service are invited to submit their bids.

[Note: If only a limited number of applicants are admitted to the contract award procedure (Section 45 (3) SektVO), this must be disclosed in the announcement and the relevant selection criteria specified.]

In accordance with legal transparency requirements, the documents of the bidding phase are published together with the announcement of the participation phase and are structured as follows on Deutsche(n) Bahn AG's award portal:

•	"Documents for the call for competition"

•	“Documents for the bidding phase"

Please note that the documents for the bidding phase are initially only for information purposes and should not be processed and submitted for the call for competition. Nor does this constitute a call for bids. Tenders submitted without an express invitation will not be considered.

Questions about the call for competition or the bidding phase and the associated documents can be submitted via the "Questions and Answers Forum" in the Deutsche(n) Bahn AG award portal (at: https://bieterportal.noncd.db.de/portal). Please consult the Deutsche(n) Bahn AG award portal under "Overview", "Dates", "Deadline for submitting questions" (cf. also Section 4.3) for the applicable deadlines in the call for competition and the bidding phase.

Questions are answered as promptly as possible in an anonymized question and answer forum and published on the Deutsche(n) Bahn AG award portal.

Legal framework

2.1	The contract will be awarded in accordance with the provisions of Part 4 of the Act Against Restraints on Competition (GWB) and the Rules on Awarding Contracts in Transport, Drinking Water Supply and Energy Supply (SektVO) in negotiated procedure with public competitive tender (Section 119 (1) and (5) GWB).

2.2	The Client reserves the right to suspend the contract award procedure if this is justified by objective reasons. An objective reason shall be deemed to exist in particular if

no bid corresponding to the contract award documents has been received,

the bases of the award have changed,

the contract award procedure has not had, or cannot be expected to have, any economical outcome.

2.3	The contracts to be concluded will be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.

Communication

3.1	The contract will be awarded via the Deutsche(n) Bahn AG award portal (https://bieterportal.noncd.db.de/Portal/). Reference is made to Section 9 SektVO.

Generally, the Client communicates with the companies that have registered on the Deutsche(n) Bahn AG award portal via the portal's news function.

It is the responsibility of the companies to regularly inspect their mailboxes on the Deutsche(n) Bahn AG award portal and to retrieve any information/documents posted there.

Companies that have not registered should take responsibility for obtaining information on any updates, corrections and information posted on the above-mentioned platform.

3.2	If you have technical or methodological questions regarding the Deutsche(n) Bahn AG award portal, please contact the toll-free bidder hotline, whose communication details are listed on the Deutsche(n) Bahn AG award portal.

3.3	Unless otherwise specified in the contract award notice, the department named below is the sole point of contact for all issues relating to the contract award procedure (contracting department).

Disclosures by other departments, bodies or persons, or disclosures by telephone are not binding. Communication shall take place in German.

Deutsche Bahn AG

Board division [Enter name]

Procurement [Enter name of organizational unit]

Mr./Ms. [Enter names]

[Enter address]

Phone: [Enter number in +49 30 297-00000 format]

E-mail: [Enter e-mail]

3.4	The requirements under Sections 6 to 9 shall apply to the submission of participation requests and bids.

Contract award documents

4.1	(Option 1:)

The tender documents are made available solely via the Deutsche(n) Bahn AG award portal (http://www.deutschebahn.com/bieterportal).

(Option 2:)

The procurement documents are made available via the Deutsche(n) Bahn AG award portal (http://www.deutschebahn.com/bieterportal). If the contract award documents cannot be made available on this platform, they will be made avaible by e-mail or any other appropriate electronic means.

[Possible supplement in the case of particularly confidential information:]

The following documents are confidential:

[Enter relevant contract award documents]

Therefore, the Client does not make these documents available for download immediately at the beginning of the contract award procedure. Instead, the documents will only be made available after the completion of the call for competition and solely to those suitable and reliable companies selected. It is also necessary for the companies to pledge to the Client that they will treat the documents as confidential, by means of a non-disclosure agreement signed by the company (Annex B6).

The non-disclosure agreement constitutes a part of the contract award documents made available.It must be signed with a scanned signature (e.g. PDF, JPG) and submitted with the participation request.

With the exception of the above-mentioned particularly confidential information, the remaining contract award documents can be accessed via Deutsche(n) Bahn AG's electronic award portal (http://www.deutschebahn.com/bieterportal).

4.2	Contract award documents

The contract award documents are listed exhaustively in the "Contract Award Documents Checklist" under Item 18.

[Note: This list should include all documents forming part of the subject matter of the award.]

The companies must check the contract award documents for completeness, ambiguities or errors immediately upon receipt.

4.3	If, in the opinion of the company, the procurement documents (call for competition and bidding phase) contain incomplete, unclear or incorrect provisions, or if they raise questions that may influence the drafting of the request to participate, the bid, or the price calculation, the company must inform the Client of this without delay and at the very least within the deadlines specified on the Deutsche(n) Bahn AG award portal under "Overview", "Dates", "Deadline for the submission of questions". The Client may refrain from answering questions which are submitted after these deadlines have expired.

Answers that are relevant for the preparation of the bid or submission of participation requests will be made available according to Section 3.1.

4.4	The Client hereby points out that the contract award documents may be amended during the contract award procedure. The Client therefore expressly reserves the right to adapt or amend the contract award documents, particularly the Terms of Reference, contractual terms, award criteria and mandatory criteria including the evaluation matrix. This also applies to any minimum requirements listed in the contract award documents. The Client will make a Europe-wide announcement of any material changes made to the contract award documents before the expiration of the time limit for the receipt of participation requests by way of a correction report in accordance with Standard Form No. 14 (Notice for Additional Information, Information on Incomplete Procedure or Corrigendum). Should changes to the contract award documents result in a material change in the competition conditions, the Client reserves the right to extend the originally planned deadlines appropriately. Reference is made to Section 15.5.1.2.

4.5	Purchase of standards, leaflets, etc.

DIN standards, UIC Leaflets and railway standards should be purchased by the tenderer. Railway standards can be procured from

DB Kommunikationstechnik GmbH Medien- und Kommunikationsdienste

Normenmanagement
Elisabeth-Schwarzhaupt-Platz 1

10115 Berlin

Tel.:	030 297-23540 or +49 (0) 30 297-23540

Tel.:	030 297-23541 or +49 (0) 30 297-23541

E-mail: auftraege.zu.technischen.regeln@deutschebahn.com

Confidentiality

[Note: If the contract award documents may not be dispatched until a separate non-disclosure agreement has been signed and a review of the tenderer's suitability and reliability has been successfully carried out (existence of criteria for exclusion pursuant to Sections 123 and 124 GWB), this must be stated in the contract award notice. See also Section 4.1 above]

5.1	The company must treat the contract award documents and all information that it receives in connection with this contract award procedure as confidential and must not use them for any purpose other than this contract award procedure. This does not apply to information that

was already lawfully in the company's possession prior to disclosure;

has been published without the involvement of the company or has otherwise become public knowledge through no fault of the company;

was lawfully transmitted to the company by one or more third parties;

is released in writing or in text form by the Client;

has to be disclosed due to legal requirements, further to an order by the authorities or the courts.

5.2	If, upon being invited to submit a bid, the company does not intend to do so, it must inform the Client of this and destroy the contract award documents or return them to the Client. The destruction of the contract award documents must be confirmed upon request.

5.3	The company must obtain undertakings in accordance with Sections 5.1 and 5.2 from all persons tasked by the company with processing the contract award documents or preparing the bid and must provide evidence of this at the Client's request. This also applies to any envisaged circulation of the documents among designated subcontractors.

5.4	The publication, commercial exploitation and transmission to third parties of documents from the negotiation procedure (other than in order to facilitate the preparation of the bid by subcontractors) is not permitted without the Client's prior written consent.

5.5	The conditions of any non-disclosure agreement submitted as part of this contract award procedure remain unaffected by the above-mentioned conditions.

5.6	The preceding obligations shall remain in force for a further five years even after the cessation/suspension of this contract award procedure.

Call for competition

The conditions of participation listed in the publication of contracts shall apply to the call for competition.

The announcement can be downloaded from the EU's TED portal or from the Deutsche(n) Bahn AG award portal (https://bieterportal.noncd.db.de/portal under "Detailed view of the announcement").

The information and evidence requested in that document must be submitted by the company together with the participation request. The bid may not be submitted with the participation request. This applies even if the Client publishes additional contract award documents (e.g. a bid form) at the start of the call for competition.

The time limit for the receipt of participation requests, as set out in the publication of contracts in the Official Journal of the EU, must be strictly observed; a delayed submission will result in the participation request being disregarded, unless the company is not responsible for the delay. In addition, the statutory exclusion criteria shall apply. When checking the reliability of applicants, the Client takes into consideration the exclusion criteria in Sections 123 and 124 GWB in conjunction with Section 142 No. 2 GWB, as part of its discretion to exclude applicants.

After checking the participation requests, the Client will invite those companies to be admitted to the next stage of the procedure to submit bids. The companies which are not selected will be notified that they will not further participate in the procedure.

Section 7 (Form of the bid) applies accordingly to the form of the participation requests. Any deviations in the announcement in the Official Journal of the EU shall take precedence.

Unless the Client made other commitments in advance, he reserves the right to request the companies subsequently to submit any missing, incomplete, or erroneous company-related declarations or evidence, or to complete or correct these (Section 51 (2) SektVO).

Form of the bid

7.1	Bids must be submitted exclusively via the Deutsche(n) Bahn AG award portal.

(Option 1:)

Submission of bids via the Deutsche(n) Bahn AG award portal in text form pursuant to Section 126b of the German Civil Code (BGB):

The bidder uses the bid function of the Deutsche(n) Bahn AG award portal to provide the information requested with the bid and to upload any tender documents.

(Option 2:)

Submission of bids via the Deutsche(n) Bahn AG award portal with an advanced electronic signature:

The tenderer uses the bid function of the Deutsche(n) Bahn AG award portal to provide the information requested with the bid and to upload any tender documents. The tenderer shall sign the bid using an advanced electronic signature in accordance with Art. 3 No. 11 of the EU Regulation No. 910/2014 on electronic identification and trust services (eIDAS Regulation) and send it electronically to the contracting department.

(Option 3:)

Submission of bids via the Deutsche Bahn AG award portal with a qualified electronic signature:

The tenderer uses the bid function of the Deutsche Bahn AG award portal to provide the information requested with the bid and to upload any tender documents. The tenderer shall sign the bid using a qualified electronic signature in accordance with Art. 3 No. 12 of the EU regulation No. 910/2014 on electronic identification and trust services (eIDAS Regulation) and send it electronically to the contracting department.

Bids may not be submitted through any other means, in particular by fax or by e-mail. The Client reserves the right to request the submission of documents with scanned signatures (e.g. in the case of non-disclosure agreements pursuant to Section 4.1).

7.2	All electronic documents submitted by the tenderers should be in a conventional data format and must be able to be processed using standard software (e.g. Word or Excel) or, in the case of copies of documents, read by PDF. Data formats of documents provided by the Client for processing by the companies are not permitted to be changed. WIN-ZIP is the sole compression program that is permitted. File names are limited to a maximum of 25 characters.

Time limits for participation requests and bids

The time limit for submitting participation requests is specified in the announcement in the Official Journal of the EU. Reference is made to Section 6.

Companies admitted to the next stage of the procedure will be notified of the time limit for the receipt of bids after the completion of the call for competition.

The time limit is determined in accordance with the local time of the contracting department. The time limit for submitting bids must be adhered to under all circumstances.

Applicants/tenderers can only change, correct, or withdraw their request to participate/bid up to the expiration of the deadline for submission. Any change must be unequivocal.

A request to participate/bid is changed by re-uploading the changed request to participate/bid on the Deutsche Bahn AG award portal.

The validity period of the bids starts at the end of the bid deadline. The selected companies are notified of its expiration with the call for bids. The tenderers are bound by their bids until this date. The Client reserves the right to ask the tenderers to extend the validity period for their bids.

Content of the bid

The submission of the bid and the calculation should be based entirely on the contract award documents, including all annexes.

The bid and all of its components should be written in German; fixed foreign-language technical terms are an exception to this.

Electronic bids should be prepared in the format of the tender portal of the Deutsche Bahn AG award portal. In the event of inconsistencies between entries in the bid portal and information in contract award documents that have been uploaded, the entries in the bid portal shall take precedence.

The documents in these Bidding Terms or, if applicable, designated by the Client at a later date, should be attached with the bid. No other documents are permitted.

Unless the Client makes other amendments in advance, he reserves the right to ask the companies subsequently to submit any missing or incomplete performance-related documents or to complete these. Reference is made to Section 51 (2) and (3) SektVO.

Contract award in lots

[Note: Section 10 does not apply if the contract is not intended to be awarded in lots. Please note that contracts must always be divided into lots unless exceptional circumstances dictate otherwise, in which case the reasons for this must be set out in the award document.]

10.1	A company may submit bids for a single lot, for several lots or for all lots.

[Note: Please ensure that this information agrees with the information in the announcement. The legal department must be consulted regarding any deviations from these specifications, e.g. if a limit should be placed on the lots.]

10.2	Bids which are made subject to a condition, particularly those that are only submitted on condition that a contract is awarded for another lot, are not admissible. However, it is permissible to grant discounts for one, several or all lots if the tenderer is awarded the contract for several lots. Regardless of this, the Client shall in any case determine the most economical bid for each individual lot separately, as part of the bid evaluation.

Note: Deviations from these principles, e.g. if discounts should be factored in another way, must be agreed with the legal department.]

10.3	Each individual lot can be ordered independently of the others. In the event that one company is awarded the contract for several or all individual lots, the Client reserves the right to conclude one single contract with the company in question. Otherwise, several contracts will be drawn up.

Information on the processing of bids

General Information

The documents submitted by the companies during the contract award procedure will become the property of Deutsche Bahn AG. Deutsche Bahn AG and its affiliates under Section 15 et seq of the German Joint Stock Corporation Act (AktG) shall receive the comprehensive right to use these documents for the purposes of the contract award procedure.

No costs will be reimbursed for bid processing and/or participation in the contract award procedure.

Tenderers must submit a binding bid on the basis of all the contract award documents.

[Note: If a non-binding (= indicative) bid is initially submitted, the legal department must be consulted for further elaboration.]

General specifications on price quotations

11.2.1	All price positions have to be priced. Reference is made to Section 51 (3) SektVO.

11.2.2	All expenses of the tenderer must be priced into the existing price items. A change to the prescribed text or the prescribed formatting (e.g. different or new columns/lines) is not permitted.

11.2.3	Bids with prices which the tenderer has linked to certain conditions that are not provided for in the contract award documents (e.g. running times, purchase volumes, coupling with other orders, additional products or services to be provided by the Client, etc.) constitute an inadmissible change or supplement to the contract award documents and are excluded.

11.2.4	All bid prices must be stated in euro, fractions in full euro cents.

11.2.5	All bid prices must be stated net, excluding VAT.

Contractual conditions

Unless expressly stated otherwise, the contractual conditions, including the annexes to the contract, must be adhered to under all circumstances. Deviations or restrictions regarding the contractual conditions or any bid options that are predefined will lead to exclusion of the bid.

If this is provided for in the specimen contract to be used, the company must decide which options it is offering by putting a cross next to one of the options or activating one of the checkbox form fields. The selection is evaluated according to the method set out in the evaluation matrix.

The companies must specify the contact persons for processing the contract under Section...... of the contract.

Description of the order execution/list of criteria

Suggested wording - Example 1:

The list of criteria to be completed by the tenderer provides binding information on the solution offered by the tenderer.

No changes are permitted to the prescribed text or the prescribed formatting (different or new columns/lines).

If "Unconditionally fulfilled" is entered for an item on the list, this means that the tenderer is pledging, with binding effect, to meet the requirement as per the Terms of Reference without limits or reservations.

For each requirement where the response in the list of criteria is "Fulfilled with reservations" or "Partially fulfilled", an explanation based on which the type and degree of fulfillment can be ascertained must be provided. If there is no explanation accompanying a requirement for which the response in the list of criteria is "Fulfilled with reservations", or if the explanation is not sufficient, the function will be assessed as "Not fulfilled". The same applies if there is no information regarding the degree of fulfillment. Shortcomings in presentation or exposition will result in a lower evaluation.

If it becomes clear from other parts of the bid or as a result of any test scenarios realized that the requirement will not be fulfilled or will not be fulfilled in accordance with the Terms of Reference, the Client can correct the tenderer's statements accordingly.

[Note: In the case of functional Terms of Reference, the tenderer should be asked to provide comprehensive comments on the execution of the order, which also cover the mandatory criteria and the "Unconditionally fulfilled" evaluation criteria. Please ensure that the wording in the documents is identical, in order to avoid misunderstandings.]

Suggested wording - Example 2:

A [detailed] description of the order execution [not to exceed a maximum of X A4 pages] must be submitted with the bid. The description of the order execution must be structured in accordance with the Terms of Reference. Shortcomings in presentation or exposition will result in a lower evaluation.

The bid must in all cases comply with the requirements of the specifications, unless these are defined as evaluation criteria (cf. Sections 15.5.1 and 15.5.2 in this respect). Deviations from or restrictions in the mandatory criteria will result in the exclusion of the bid.

The attribute "Option" denotes optional services that must be offered and priced under all circumstances, unless the Client has not expressly made a different arrangement. The Client is under no obligation to make use of or order options of this type.

Date of availability

[Note: proof of the performance features offered should only usually be provided at the time of delivery/contractual acceptance. However notwithstanding this, the following arrangements can be put in place.]

(Option 1:)

The execution of the order must be described on the basis of the solutions available when the bid is submitted. The Client reserves the right to realize the construction of test scenarios in accordance with Item 15.5.3 as proof.

(Option 2:)

The execution of the order must be described on the basis of the solutions available when the delivery/service is provided or when the performance is accepted.

(Option 3:)

With regard to the performance features….. the execution of the order must be described on the basis of solutions that are available by DD/MM/YYYY at the latest.

Number of main bids/alternative bids/discounts

12.1	[One main bid] [A maximum of ...... main bids] permitted per tenderer. If a tenderer submits more main bids than it is permitted, this will result in all of its main bids being ruled out.

12.2	(Option 1:)

Alternative bids are not permitted. The Terms of Reference used by the Client contain functional specifications and target requirements that are evaluated with regard to the degree of target achievement offered. In this way, sufficient account is taken of the tenderer's interest in customized bid preparation.

(Option 2:)

Alternative bids are permitted irrespective of the simultaneous submission of an assessable main bid.

(Option 3:)

Alternative bids are only permitted in connection with the simultaneous submission of an assessable main bid.

[If alternative bids are permitted, the following text must be supplemented:]

Only alternative bids that fulfill the following minimum requirements will be taken into consideration:

[Enter minimum requirements]

[Note: The evaluation matrix must also take account of possible deviations/differences in the alternative bids in order to ensure comparability between main and alternative bids.

If the price is the sole criterion for awarding the contract, it must be ensured that the alternative bids do not exhibit any differences in terms of quality. In case of doubt, the legal department must be called in.]

12.3	Alternative bids must be clearly designated as such by the tenderer.

12.4	If a certain product is required in accordance with the technical specifications or certain technical requirements are referred to, equivalent solutions are permissible pursuant to Section 28 (6) and Section 29 (1) SektVO. This equivalence must be demonstrated by the tenderer when submitting the bid.

12.5	(Option 1:)

Discounts (conditional or unconditional) can be offered and constitute an integral part of the contract in the event that it is awarded. They are not included in the bid evaluation, however.

(Option 2:)

Cash discounts (conditional discounts) can be offered under the following conditions:

[Enter conditions]

Cash discounts feed into the bid evaluation as specified in the evaluation matrix.

(Option 3:)

Unconditional discounts can be offered as a uniform percentage reduction on all payments by the Client. Unconditional discounts feed into the bid evaluation as specified in the evaluation matrix.

Bidding consortia

13.1	Bidding consortia are permitted subject to the specifications in Section 1 GWB. Bidding consortia and other joint bidders are jointly and severally liable for the performance of the service offered. In its request to participate, a bidding group must name all members of the group and designate one of its members as the authorized representative for the contract award procedure, conclusion and performance of the contract. The joint bidders' declaration form (Annex B5) should be used for this purpose.

13.2	Changes to the composition of bidding consortia are not permitted after the expiration of the time limit for the receipt of participation requests.

Subcontractors

14.1	The tenderer must indicate the type and scope of the services that he intends to contract out to subcontractors and the envisaged contractors (including those subcontractors connected to the tenderer) in the bid. The "List of subcontractors" form (see Annex ….) should be used for this purpose.

[Possible clarifying supplement:]

Parties acting solely as suppliers are not subcontractors.

[Or:]

Suppliers in the first tier of the supply chain are also regarded as subcontractors.

14.2	Subcontractors whose capacities have been referred to by the company in the call for competition pursuant to Section 47 SektVO are deemed to have been named with binding effect. These subcontractors can no longer be replaced in the contract award procedure after the expiration of the time limit for submitting the participation request.

Unless the tenderer would not qualify for the contract without the assistance of the subcontractor ("Eignungsleihe") pursuant to Section 47 SektVO, the naming of the subcontractor is only provisional. Before awarding the contract, the Client can ask the tenderer to authoritatively name the envisaged tenderers and to provide proof that the required resources of the named subcontractors are at the disposal of the tenderer.

14.3	The Client reserves the right to check the suitability and reliability of the envisaged subcontractors. To this end, the Client can ask the tenderer to provide proof of suitability and declarations of reliability described in the contract award announcement for the subcontractors as well.

14.4	If the contract is awarded, the list of subcontractors can only be changed by means of the procedure provided for in the contract.

14.5	It should be noted that Section 128 (1) GWB applies to subcontractors from all tiers of the supply chain.

Evaluation of bids

15.1	General information on the evaluation of bids

Bids are evaluated with due regard to Section 51 et seq. SektVO in a three-stage process. The three stages of the evaluation are:

Review of exclusion criteria

Review of the reasonableness of the prices, where there are grounds for this

Evaluation of the bids using the announced criteria.

15.2	Exclusion criteria

15.2.1	The Client hereby points out that if a tenderer submits a bid that cannot be compared with competitors' bids, this will result in its exclusion. This is normally the case if the tenderer

does not submit the bid in due form or in due time, unless the tenderer is not responsible for this

makes changes to the contract award documents or supplements them in places other than those provided for

uses its own general terms and conditions

submits the bid subject to approval by its executive bodies or with any other reservation or subject to conditions

deviates with its bid from the Client's mandatory commercial conditions or mandatory technical requirements

fails to provide documents requested by the Client, does not provide these in full or on time, or refuses to provide additional information.

15.2.2	It shall also lead to the exclusion if the tenderer breaches the confidentiality rules set down in these Bidding Terms or a separate non-disclosure agreement without the prior and express agreement of the Client, at least in text form. Oral declarations shall not have any legally binding effect.

15.2.3	In addition, the statutory exclusion criteria shall apply.

15.3	Criteria for awarding the contract

The contract shall be awarded to the party that submitted the most economical bid.

[Possible supplement:]

The bids are evaluated using the following award criteria and specified weighting:

1. Cost (bid price and LCC)	Weighting:... %

2. Technical properties/specialist workmanship	Weighting:... %

3. Operating and add-on costs (LCC)	Weighting:... %

4. Contractual conditions	Weighting:... %

[Note: The flat rate figure for weighting indicated above is not absolutely necessary at this point. The following sentence – which must always be used – is sufficient:]

The award criteria and their weighting are itemized in detail in the attached evaluation matrix (Annex B of the Bidding Terms).

[Please note: If the only evaluation criterion mentioned is "Price", no LCCs may be evaluated under this criterion. It is possible to form separate valuation totals for "Price" and LCC, which will then feed into the total evaluation with different weightings. In the case of projects receiving funding, the legal department must be consulted regarding whether and to what extent LCCs should be taken into consideration.]

15.4	Commercial evaluation

15.4.1	The Client will determine the valuation price for each bid, for the purposes of commercial evaluation. The valuation price is calculated as follows:

[List by way of example. Information, if applicable]

Information on which prices are taken into consideration with which scoring quantity (or quantity structures, sample configurations).

Information on how graduated prices are factored into the valuation total. The Client can calculate a (weighted) average price from the different graduated prices for each service item, which is then multiplied with a scoring quantity, for example.

Information on whether 100%, or only a proportion of the prices for optional services/contingent items feed into the valuation total. The optional services are evaluated regardless of whether the Client will award a contract commissioning the option/contingent item.

Information on how percentage discounts (particularly a cash discount offered by the Contractor) feed into the valuation total, specification of the reference values.

Information on whether and how a price adjustment provision (price escalation clause) feed into the valuation total.

Information on how LLC values are calculated and how these feed into the valuation total (discounted/not discounted, full recognition/partial recognition).

Information on whether any assistance/collaboration by the Client (additionally) requested by the tenderer is commercially evaluated.

Representation of the derivation of the valuation price from the bid price using a bonus/penalty valuation system for a valuation matrix with monetarized award criteria.

Should an annual sales bonus (sales bonus) be negotiated, this bonus will become a constituent part of the negotiation price and thus subject matter of the contract.

15.4.2	The valuation totals are converted into points/percentage points in the evaluation matrix as follows:

[The specific calculation method must be specified here or reference made to its depiction in the evaluation matrix.]

......

......

......

......

[Possible supplement:]

The calculation of the valuation prices is described in detail in the attached evaluation matrix (Annex C of the Bidding Terms).

15.5	Evaluation of the technical properties/specialist workmanship and regarding the contractual conditions

15.5.1	Exclusion criteria and mandatory criteria

15.5.1.1	Unless requirements are expressly flagged as evaluation criteria, they should be regarded as exclusion criteria or mandatory criteria that have to be met by the tenderer under all circumstances. Requirements that "should" be met or should be met "if possible" according to the specifications, should not be regarded as exclusion criteria or mandatory criteria. These requirements are evaluated, where applicable, in accordance with Section 15.5.2 (evaluation criteria). In the event that there are inconsistencies between the Terms of Reference and regarding the classification of criteria as evaluation criteria or mandatory criteria, the specifications in shall take precedence.

If the tenderer states that exclusion criteria or mandatory criteria are "not fulfilled" or "fulfilled with reservations" or should this emerge during the assessment of the information provided by the tenderer in its bid, this will result in the bid being excluded from the contract award procedure.

15.5.1.2	The Client reserves the right to change or omit mandatory criteria in the course of the contract award procedure, or to add new mandatory criteria. Tenderers will be informed of this in good time. In the event that a tenderer's bid was provisionally eliminated due to non-fulfillment of a mandatory criterion and this criterion is subsequently omitted, the tenderer in question will be invited to participate again in the negotiation procedure and to submit a bid and will be informed of the current status of the contract award procedure. Reference is made to Section 4.4.

15.5.1.3	Should a company realize prior to submitting the bid that an individual mandatory criterion cannot be fulfilled economically, or at all, it can propose to the Client that this mandatory criterion or the underlying requirement be canceled or amended. In the process, the technical and/or economic reasons for canceling/modifying the mandatory criterion should be explained, as should any alternative solutions proposed for achieving the aim of the requirement. The Client will check any change/cancelation proposals that he receives in good time prior to the expiration of the time limit for the submission of bids.

15.5.2	Evaluation criteria

15.5.2.1	Evaluation criteria are taken into consideration as part of the technical/functional bid evaluation in accordance with their significance.

The respective weighting factor (or the achievable bonus or penalty) is stated in the

evaluation matrix.

[Possible supplement:]

There are also criteria with a minimum points value. If this minimum is not achieved, the entire group of criteria is given an evaluation of 0 points.

[Note: It can also be stipulated that bids failing to achieve a minimum points value are ruled out.]

15.5.2.2	The degree to which a requirement is fulfilled is determined on the basis of the information from the tenderer in the list of criteria, and if applicable, taking into account any explanations provided by the tenderer. It is evaluated in accordance with the evaluation matrix.

[Note: The method of evaluating a requirement's degree of fulfillment must be derived from the evaluation matrix.]

15.5.3	Test scenarios (if provided for)

15.5.3.1	The Client reserves the right to require that [the tenderers/the tenderers whose bids are shortlisted as per Section 15.1/the best tenderer] set up test scenarios/sampling. The Client reserves the right to require that [the tenderers/the tenderers whose bids are shortlisted as per Section 15.1/the best tenderer] set up test scenarios/sampling. The tests verify the [important] properties of the technology offered according to the tenderer's statements ("verifying test scenarios"). The results of the test scenarios/sampling can lead to corrections to the tenderer's statements.

[Note: In contrast to "verifying" test scenarios, "evaluative" test scenarios" are recommended if individual criteria/performance properties cannot be verified solely using the information submitted. The same applies if functional Terms of Reference have been specified, and the extent to which the solutions proposed meet the Client's targets – if at all – needs to be checked. The evaluative test scenarios thus become a constituent part of the list of criteria and the evaluation matrix with their own weighting rules. These test scenarios cannot be dispensed with afterwards if they were initially scheduled and factored into the evaluation matrix.]

15.5.3.2	The Client will communicate the time-related and functional requirements for performing the test scenarios separately in good time.)

[Note: The description of the test scenarios can be attached in a separate annex to the Bidding Terms, where appropriate, or can be sent with the invitation for the test scenarios with an appropriate period of notice.]

15.5.3.3	The test scenarios should be realized at no cost to the Client.

Subsequent course of the contract award procedure

16.1	The Client will evaluate the assessable bids using the announced evaluation criteria and will then issue invitations for technical and commercial negotiations/bid presentations. As a rule, a technical briefing is held at an initial appointment with the tenderers remaining in the competition, during which the bid's technical issues are discussed. The Client reserves the right to discuss commercial aspects of the bid during this appointment. The Client reserves the right to conduct several negotiation rounds.

The Client reserves the right to limit the group of tenderers participating in the negotiations to the most promising tenderer(s) and to continue the negotiations with these tenderers (preferred tenderers). Any restriction in the number of tenderers will be carried out using the announced evaluation criteria. If negotiations with a preferred tenderer are unsuccessful, the Client is free to reverse their selection as preferred tenderer.

[Possible additions]

The Client reserves the right to conduct the negotiation procedure in the form of a structured and graded negotiation process. This negotiation process consists of one or more consecutive negotiation phases. In turn, a negotiation phase consists of one or more negotiation rounds. During the final negotiation phases, the Client only intends to negotiate commercial conditions, particularly the price.

The Client decides on the concrete negotiation design after evaluating the received bids according to previously established, objective criteria and communicates these and the associated negotiation rules to all remaining tenderers in good time.

The Client reserves the right to use special negotiation methods such as so-called "Dutch" or "English" auctions (rising or falling prices) or combinations of these. In doing so, the Client may specify bids, target prices or other price information to the tenderers simultaneously or consecutively. In this context, the Client may, in a preliminary round of negotiations, grant an "initial bid right" for subsequent rounds of negotiations between the tenderers, while ensuring equal opportunities and economic efficiency. In this event, the Client expressly reserves the right to award the contract without any further negotiation.

Negotiations are conducted either in person or by electronic means (virtual). In the final stages of negotiations, tenderers are given a time limit for deciding whether to submit a bid, which can vary between a few minutes and several days. For the execution of the final negotiation process, the Client will update the basic communication paper (Annex 208.1220V31) in advance and put it in more concrete terms.

It is announced simultaneously to all remaining tenderers. Tenderers will then be given a reasonable period of time to prepare and have the opportunity to ask questions.

16.2	Presentations and negotiations will be conducted in German. The Client will announce the time and location in good time.

16.3	The Client can send a list of questions to the tenderer(s) in the run-up or as a follow-up to presentations or negotiations to clarify any open questions. These must be answered promptly via the Deutsche Bahn AG award portal.

16.4	The Client reserves the right to amend the structure and sequence of the negotiation procedure at any time and particularly to waive parts or to add further parts. In this respect, the Client reserves the right to waive from conducting negotiations or to re-admit tenderers who were initially not considered to the negotiations at a later point. In each case, the Client will inform the tenderers involved of the amended structure and course of proceedings.

16.5	If negotiations are conducted with several tenderers, the contract will be awarded to the bid that is the most economical, upon completion of the negotiations.

Note: A procedural rule could be included here on the off chance of tied final bids. The legal department must be called in for further elaboration.]

16.6	[Possible supplements: select if applicable]

The following chronological sequence is currently envisaged for the negotiation procedure:

[Enter the date in DD/MM/YYYY format]	Submission of the participation requests

[Enter the date in DD/MM/YYYY format]	Submission of bids

[Enter the date in DD/MM/YYYY format]	Briefing and negotiations

[Enter the date in DD/MM/YYYY format]	Probable contract award

The dates mentioned here should be used as a guide for the companies but are not binding.

16.7	For documentation purposes, the Client reserves the right to request a copy of the concluded contract. This is generally done in electronic form.

Specific obligations for contractors to provide information about his/herself

Deutsche Bahn AG and the companies affiliated with it pursuant to Section 290 of the German Commercial Code aim to ensure transparency in the process of concluding contracts that are subject to specific legal and internal DB requirements concerning the contracting partner or present a special public interest or reputation risk relating to the contracting partner. This applies in particular to contracts with active or former Board of Management members of DB stock corporations, managing directors of DB GmbH companies and persons with equivalent managerial positions at other German and foreign DB Group companies, Group executives (i.e., those operating at the top tier of the DB Group), and politically exposed persons.

A politically exposed person (PEP) in this context means any person who holds or has held a high-ranking prominent public office at the international, European or national level (or who holds or has held a public office of comparable political importance below the national level). This includes, in particular, a) heads of state, heads of government, ministers, members of the European Commission, deputy ministers and state secretaries, b) members of parliament and members of comparable legislative bodies, c) members of the leadership bodies of political parties, d) members of the leadership bodies of audit courts, e) members of administrative, leadership and supervisory bodies of state-owned companies in Germany or abroad.

In this context, formerly holding a position of this kind refers to a) holding one of the aforementioned offices less than two years ago or b) holding a position on the Board of Directors or as a managing director, senior manager or executive within the DB Group at any point, regardless of how long ago this was.

For this reason, candidates/bidders must submit a declaration in the following cases:

If the candidate/bidder is a natural person: whether and to what extent they belong to the aforementioned groups.

If the candidate/bidder is a legal person/company: whether and to what extent a natural person belonging to one of the aforementioned groups holds more than 25 percent of the capital shares or voting rights of the candidate/bidder, either directly or indirectly.

Information on legal remedies

18.1	The following body is responsible for reviewing breaches of bid regulations:

Vergabekammer des Bundes beim Kartellamt (Public Procurement Tribunal at the German Anti-Trust Office)

Villemombler Strasse 76

52123 Bonn, Germany

18.2	If the contract has already been effectively awarded, this can no longer be contested before the public procurement tribunal (Section 168 (2), sentence 1 GWB). The contract may only be awarded ten calendar days after the announcement of the award decision has been sent by fax or e-mail or 15 calendar days after the announcement of the award decision has been sent by post (Section 134 (2) GWB). The admissibility of an application for review requires furthermore that the alleged violations of the award procedure have been reported within ten calendar days of becoming aware of them or – if the violations are apparent from the announcement or the procurement documents – by the expiration of the time limit for application or submission of a tender specified in the notice (Section 160 (3), sentence 1, nos.1-3 GWB). A review application is moreover inadmissible if more than 15 calendar days have expired since receipt of notification from the Client that he is unwilling to redress the objection (Section 160 (3), sentence 1, No. 4 GWB). Reference is additionally made to the time limits specified in Section 135 (2) GWB.

18.3	The tenderer must clearly indicate all information in the contract award documents that are subject to provisions safeguarding industrial, business or trade secrets. If there is no indication of this, the Client will assume that there are no restrictions on disclosure in this regard pursuant to Section 5 (1) SektVO, and that the information can be released for examination by the parties involved in a review procedure pursuant to Section 165 GWB.

Annexes to the contract award

[Note: Only select this if Section 4.2 option 2 is chosen.]

The following list contains an overview of attached documents relating to this contract award procedure that should be submitted with the request to participate or bid.

Unless otherwise indicated, the documents listed must be submitted in full.

Checklist: Documents for the award
Attached documents	Documents to be returned with the request to participate	Documents to be returned with the bid	Name of the document
A_Bidding Terms
B_Call for competition
Annex B1	Suitability matrix
Annex B2	208.1220V07 - Declaration for functional and technical capability
Annex B3	Supplier self-disclosure
Annex B4	Self-declaration
Annex B5	208.1220V06 - Joint bidder's declaration
Annex B6	Non-disclosure Agreement
Annex B7	208.1220V31 Structure contract award negotiations – Basic communication paper
C_Call for bids
Annex C1	Bid form
Annex C2	Framework agreements
Annex C2.1	Software purchase and maintenance framework agreement
Annex 3a to C2.1	Acceptance regulations (will be an annex to the contract)
Annex 3b to C2.1	Service Level Agreement (will be an annex to the contract)
Annex 4 to C2.1	Specimen purchase order SAP format (will be an annex to the contract)
Annex 5 to C2.1	General Terms and Conditions of Purchase as of May 1, 2020 (will be an annex to the contract)
Annex 6 to C2.1	GTC IT maintenance 2016 (will be an annex to the contract)
Annex 7 to C2.1	Supplementary Contractual Terms for Mimimum Wages; last modified 15 January 2015 (will be an annex to the contract)
Annex 8 to C2.1	Privacy agreement for maintenance (will be an annex to the contract)
Annex 9 to C2.1	DB Code of Conduct for Business Partners (will be an annex to the contract)
Annex C2.2	Consulting framework agreement
Annex 2 to C2.2	Specimen purchase order SAP format (will be an annex to the contract)
Annex 3 to C2.2	GTC - Consultancy 2018 (will be an annex to the contract)
Annex 4 to C2.2	Supplementary Contractual Terms for Mimimum Wages; last modified 15 January 2015 (will be an annex to the contract)
Annex 5 to C2.2	DB Code of Conduct for Business Partners (will be an annex to the contract)
Annex 6 to C2.2	Contract on the commissioned processing of personal data pursuant to Art. 28 GDPR (will be an annex to the contract)
Annex 7 to C2.2	DB Systel information brochure (will be an annex to the contract)
Annex C3	List of criteria (will be an annex to the software procurement and maintenance agreement and to the framework consultancy agreement)
Annex C4	Price sheet (will be an annex to the software procurement and maintenance agreement and to the framework consultancy agreement)
Annex C5	Subcontractor list
Annex C6	Total evaluation matrix

[Note: The table must be adjusted or completed appropriately. The documents that tenderers must submit with their bids should have a cross next to them.]

Scope: Goods and services except architectural/engineering services, security services, and other construction support services

Delete option that does not apply

Delete option that does not apply

Please delete option that does not apply; this option should be selected only in exceptional cases

Delete option that does not apply

Please delete option that does not apply; this option should only be selected if there are increased security requirements. This must be cleared with the legal department. The same applies if a bid cannot be submitted electronically for technical reasons, for example, if a physical sample needs to be submitted with the bid.

Delete option that does not apply. This option should only be selected if there are increased security requirements. This must be cleared with the legal department. The same applies if a bid cannot be submitted electronically for technical reasons, for example, if a physical sample needs to be submitted with the bid.

Possible additions, only use if applicable

Possible additions, only use if applicable

Delete option that does not apply. The period until certain functionalities are available can be covered by the technical/functional evaluation

Delete option that does not apply. The period until certain functionalities are available can be covered by the technical/functional evaluation

Delete option that does not apply. The period until certain functionalities are available can be covered by the technical/functional evaluation

Delete option that does not apply

Delete option that does not apply

Delete option that does not apply

Delete option that does not apply

Delete option that does not apply

Do not use this option if the granting of a cash discount is stipulated as a mandatory contractual condition

Delete option that does not apply

Does not apply to the valuation matrix with monetarized award criteria.

This item is to be included only if the application conditions are exceptionally used in the sub-threshold area; not applicable to procurement procedures within the meaning of Annex 208.0000A01 (concerning the award of public)