(Draft) the Design, Build and Operation of the Information and Communication Technology (ICT...

8/17/2019 (Draft) the Design, Build and Operation of the Information and Communication Technology (ICT Component for RRT)

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SERVICE LEVEL AGREEMENT

Entered into by and between

RUSTENBURG LOCAL MUNICIPALITY

A Municipality established in terms of the Municipal Structure Act 117 of 1998(As amended), herein represented by Mr BHEKI KHENISA in his

capacity as Municipal Manager

(Hereinafter referred to as “RLM”)

ANDMMELA INVESTMENT HOLDINGS ( Pty) LTD

A Corporation duly registered in terms of the laws of Republic of South Africa,with registration no:2006/005988/07, herein represented by

MOHOBI WILSON RAMATSETSE

(Hereinafter referred to as “(PREFERED BIDDER )”)

THE DESIGN ,BUILD AND OPERATION OF THE INFORMATION AND COMMUNICATION

TECHNOLOGY( ICT) COMPONENT FOR THE RUSTENBURG RAPID TRANSPORT ( RRT) NETWORK


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It is agreed between the parties that:-

(a) RLM is a Municipality constituted in terms of Municipal Structure Act 117 of

1998 as amended and is authorised to deliver various services within its

area of jurisdiction;

(b) PREFERED BIDDER have submitted a bid for THE DESIGN ,BUILD AND

OPERATION OF THE INFORMATION AND COMMUNICATION

TECHNOLOGY( ICT) COMPONENT FOR THE RUSTENBURG RAPID

TRANSPORT ( RRT) NETWORK , a bid which has been accepted by

RLM;

(c) PREFERED BIDDER now contract with RLM and binds its self to meet the

performance goals and to comply with the obligations contained herein in

addition to the performance goals and obligations contained in Bid

Documents which they submitted to RLM;

(d) Time and accuracy are of the essence in THE DESIGN ,BUILD AND

OPERATION OF THE INFORMATION AND COMMUNICATION

TECHNOLOGY( ICT) COMPONENT FOR THE RUSTENBURG RAPID

TRANSPORT ( RRT) NETWORK

1. ABBREVIATION

Abbreviation Associated Term

APC Automatic Passenger CounterAPTMS Advanced Public Transport Management System

AVA Automatic Voice Annunciator

ATIS Advanced Traveller Information System

ATMS Advanced Traffic Management System

AVL Automatic Vehicle Location

AVLC Automatic Vehicle Location Control System

BRT Bus Rapid Transit


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RRT Rustenburg Rapid Transit

C2C Centre to Centre communication interface

CCTV Closed-Circuit Television

CD Compact Disc

DT Driver TerminalDDE Dynamic Data Exchange

DVR Digital Video Recorder

EGPRS Enhanced General Packet Radio Service

FAT Factory Acceptance Test

FM Fleet Management

FPD Flat Panel Display

GIS Geographic Information System

GPRS General Packet Radio Service

GPS Global Positioning System

GSM Global System for Mobile communications

GUI Graphical User InterfaceICASA Independent Communications Authority of South Africa

ISO International Standards Organisation

ISP Internet Service Provider

ITS Intelligent Transportation Systems

LAN Local Area Network

MTBF Mean Time Between Failures

MTTR Mean Time to Repair

NDOT National Department of Transport

NPS National Payment System

ODBC Open Database Connectivity

OLAP On-Line Analytical Processing

OLE Object Linking and Embedding

PDU Passenger Display Unit

PPFA Preferential Procurement Policy Framework Act

Qty Quantity

RDBMS Relational Database Management System

RTPI Real Time Passenger Information

SAT Site Acceptance Test

SISS Station Information Sign System

SSS SISS Server

SLA Service Level AgreementTSP Transit Signal Priority

TSPE Transit Signal Priority Emitter

TSPR Transit Signal Priority Receiver

USSD Unstructured Supplementary Service Data

UTC Urban Traffic Control

VMS Variable Message Sign

VMU Vehicle Mounted Unit


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WAN Wide Area Network

WAP Wireless Application Protocol

Wi-Fi Wireless Fidelity (Wireless Network technology IEEE 802.11etc.)

WLAN Wireless Local Area NetworkWWW World Wide Web

XML Extensible Markup Language

2. INTERPRETATION

In this agreement, unless the content indicates otherwise:-

1.1 Words importing natural persons shall include a reference to body

corporate and other legal persons and vice versa;

1.2 Words importing the masculine shall include a reference to the

feminine and vice versa;

1.3 Words importing the singular shall include a reference to the plural

and vice versa;

1.4 Addendums to this agreement (if any) shall be deemed to have been

incorporated herein and shall form an integral part hereof;

1.5 A reference to a party in a document includes that party’s successor in

title and permitted assigns;

1.6 Any reference to an enactment is to that enactment as at the date of

signature hereof and as amended or re-enacted from time to time;

1.7 Where the day on or by which anything is to be done is not a business

day, it shall be done on or by the first business day thereafter;


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1.8 In this agreement, any stated period of time shall be reckoned

exclusively of the first and inclusively of the last day, unless the last

day falls on Saturday, Sunday or Public Holiday, in which case, the

last day shall be the next succeeding day which is not a Saturday,

Sunday or Public Holiday;

1.9 The headings appearing in this agreement are for reference purposes

only and shall not affect the interpretation hereof;

1.10 If any provision is a definition (under this heading “Interpretation”

and/or any other heading in this agreement) and is a substantive

provision conferring rights or imposing obligations on any party,

notwithstanding that it is only in the definition (or such other clause)

effect shall be given to it as it were a substantive provision in the body

of the agreement;

1.11 Where figures are referred to in numerals and words, if there is any

conflict between the two, the words shall prevail;

1.12 Use of word “including” followed by one or more examples shall not be

interpreted as precluding others, nor as limiting the generality of the

preceding words.

1.13 Use of word “pay or payment” or similar, means payment in full without

any deduction or set off whatsoever save where expressly provided for

herein, on or before the stipulated date;

1.14 It is agreed that both parties have had access to legal advice in the

entering into of this agreement and that in the circumstances, and if

any interpretation is required, the terms hereof will not be interpreted

against RLM;


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2 DEFINITIONS

In this contract, unless the context indicates otherwise the following

expressions shall have the meaning assigned to them hereunder:-

“PREFERED BIDDER” shall mean MMELA INVESTMENT

HOLDINGS( PTY) LTD a Company

duly incorporated in terms the laws of

South Africa bearing Registration No

2006/005988/07, and having its principal

address of business at 2 MELE

STREET 10th FLOOR,SUCCESS

HOUSE ,BRAAMFONTEIN , and

shall include its successor in title and

permitted assigns;

“RLM” shall mean Rustenburg Local

Municipality and its successor in title;

“Bid” shall mean Bid

no:RLM/MM/0035/2014/15for THE

DESIGN ,BUILD AND OPERATION OF

THE INFORMATION AND

COMMUNICATION TECHNOLOGY(

ICT) COMPONENT FOR THE

RUSTENBURG RAPID TRANSPORT (

RRT) NETWORK .

“Bid Amount” shall mean the fee payable to the

PREFERED BIDDER as per Bid


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number RLM/MM/0035/2014/15 for the

as espoused in the PREFERED

BIDDER`S Pricing Data supplied in

response to Bid No:

RLM/MM/0035/2014/15

“Effective date” shall mean period commencing on 01st

of JUNE 2015;

“Duration of the Agreement” means SEVEN (07) YEAR from 01st

of JULY 2015 to 31st AUGUST 2022

as per Bid no: RLM/MM/0035/2014/15

“Agreement” means this agreement and addendums

hereto and amendment hereof;

“Scope of work” refers to bid specifications as outlined in

of Bid no: RLM/MM/0035/2014/15 as

specified in the specifications as

contained in the Bid.

“Good Industry Practice” in relation to the manner in which

services are rendered and as referred to

in this agreement, shall mean

standards, practices, methods and

procedures conforming to all applicable

laws and exercising that degree of skill,

care, diligence, prudence and foresight

that would reasonably and ordinarily be

expected from a skilled and experienced

person engaged in a similar type of


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undertaking under certain

circumstances;

“RFB” shall mean the request for Bid no:

RLM/MM/0035/2014/15

“Bid Specification” shall mean the specification as THE

DESIGN ,BUILD AND OPERATION OF

THE INFORMATION AND

COMMUNICATION TECHNOLOGY

(ICT) COMPONENT FOR THE

RUSTENBURG RAPID TRANSPORT

(RRT) NETWORK made by the RLM

and outlined in Part I of Bid no:

RLM/MM/0035/2014/15

“Services” shall mean THE DESIGN ,BUILD AND

OPERATION OF THE INFORMATION

AND COMMUNICATION

TECHNOLOGY( ICT) COMPONENT

FOR THE RUSTENBURG RAPID

TRANSPORT ( RRT) NETWORK .

“Business day” means any working day, excluding

Saturdays, Sundays and public

holidays;

“Client” means the RLM;

“Methodology” means the professional expertise and

the system of methods required by the


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PREFERED BIDDER to perform the

obligations set out in terms of this

Agreement;

“Prime rate” means the variable interest rate as

charged and calculated by the

PREFERED BIDDER bankers from time

to time;

“Project” means the services to be performed by

the PREFERED BIDDER in terms of the

Tender and the corresponding

obligations to be fulfilled by the Client;

“Corrupt act” includes:

(a) Offering, giving or agreeing to give to

RLM or any other organ of state or to

any official of or person employed by or

on behalf of RLM or any other organ of

state, any gratification (as defined below)

of any kind as an inducement or reward:

(i) for doing or not doing (or for having

done or not having done) any act in

relation to the obtaining or

performance of this agreement or

any other contract with RLM or any

other organ of state; or

(ii) for showing or not showing favour

or disfavour to any person in


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relation to this agreement or any

other contract with RLM or any

other organ of state;

(iii) in any circumstances that would

constitute an offence in terms of the

Prevention and Combating of

Corrupt Activities Act, Act 12 of

2004; or

(iv) for entering into this agreement or

any other contract with RLM or any

other organ of state in connection

with which commission has been

paid or has been agreed to be paid

by PREFERED BIDDER or on its

behalf, or to its knowledge, unless

before the relevant contract is

entered into particulars of any such

commission and of the terms and

conditions of any such contract for

the payment of such commission

have been disclosed in writing to

RLM

(b) Committing any offence:

(i) under any law from time to time

dealing with bribery, corruption or

extortion including but not limited to

the Prevention and Combating of

Corrupt Activities Act, Act 12 of 2004;


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(ii) under any law creating offences in

respect of fraudulent acts or Tenders;

or

(iii) at common law, in respect of fraudulent

acts in relation to this agreement or any

other contract with RLM or any other

public body; or

(iv) Defrauding or attempting to defraud or

conspiring to defraud RLM or any other

public body.

“Gratification” includes:

(a) Money, whether cash or otherwise;

(b) Any donation, gift, loan, fee, reward, valuable

security, property or interest in property of any

description, whether movable or immovable, or

any other similar advantage;

(c) The avoidance of a loss, liability, penalty,

forfeiture, punishment or other disadvantage;

(d) Any office, status, honour, employment, contract

of employment or services, any agreement to give

employment or render services in any capacity

and residential or holiday accommodation;


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(e) Any payment, release, discharge or liquidation of

any loan, obligation or other liability, whether in

whole or in part;

(f) Any forbearance to demand any money or

money’s worth or valuable thing;

(g) Any other service or favour or advantage of any

description, including protection from any penalty

or disability incurred or apprehended or from any

action or proceedings of a disciplinary, civil or

criminal nature, whether or not already instituted

and includes the exercise or the forbearance from

the exercise of any right or any official power or

duty;

(h) Any right or privilege;

(i) Any real or pretended aid, vote, consent, influence

or abstention from voting, or

(j) Any valuable consideration or benefit of any kind,

including any discount, commission, rebate,

bonus, deduction or percentage.

A. RRT COMMUNICATION SYSTEM

a.1 The project is a design-build-maintain project and requires that the

Contractor prepare engineering designs and conduct valueengineering to develop the optimum design prior to construction.


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a.2 The project consists of three major components or phases which

are:

a.2.1 Design

a.2.2 Supply, install, commission and test

a.2.3 Warranty and Maintenance.

a.3 Prior to commencing construction approved designs are requiredwhich shall be constructed based upon fixed prices based upon theBill of Quantities.

a.4 The PREFERED BIDDER shall be responsible for providing and

maintaining a full and integrated communication system regardless

of omissions in the specifications or tender documents.

a.5 PREFERED BIDDER shall be responsible to co-ordinate with

other agencies, the authorities’ utilities and other parties which may

impact the project.

a.6 The PREFERED BIDDERS’s designs shall make optimum use of

existing communication infrastructure.

2. COMMUNICATIONS SYSTEM GENERAL REQUIREMENTS

2.1. The network shall provide timely and accurate communication

channels to all the peripheral and control equipment on the RRT

bus system

2.2 The network shall be capable of providing capacity at all levels,

from basic "dark fibre" access to fully fledged integrated multimedia

" value add" services to end users.

2.3. The network shall be designed such that a natural upgrade path

exists for the RRT communication fibre network backbone to

become integral to the RLM Broadband Project requirements.


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2.4. The communications network shall provide data acquisition and

control capabilities to the transport and traffic network managers in

the UTC and RRT Control Centers.

2.5. Typical important information to be relayed by the communications

network is:

2.5.1 Traffic signal faults

2.5.2 Road construction work

2.5.3 Events and incidents

2.5.4 Public transport information including next bus status

2.5.5 Public transport route and schedule information

2.5.6. VMS message content

2.5.7 CCTV (streaming video)

3. ENVIRONMENTAL REQUIREMENTS

3.1 Equipments shall be rated for continuous operation under the

ambient environmental temperature, humidity, and vibration

conditions encountered at the installed location.

3.2 For devices located in harsh environments such as interior

uncontrolled or exterior environments, the PREFERED BIDDER

shall provide the necessary housings or enclosures to ensure

proper equipment operation and performance.

3.3. The equipment shall operate under the following ambient

conditions:

a. Interior controlled environment: 15 to 35 degrees C and 20 to 90

percent relative humidity, non-condensing.


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b. The Control Centre shall be considered this type of environment.

c. Interior, uncontrolled environment: 0 to 40 degrees C and 10 to 95

percent relative humidity, non-condensing. RRT bus stations shall

be considered this type of environment

d. Exterior environments: - 10 degrees to 40 degrees C fully

condensing in all weather conditions.

4. APPOINTMENT

4.1 .RLM hereby appoints PREFERED BIDDER , who hereby accepts such

appointment to execute the project with effect from the effective date, subject

to the terms and conditions of the agreement.

4.1.1 This appointment is subject at all times to:-

4.2.1. The terms and conditions of this agreement;

4.2.2 All applicable by-laws, National and Provincial legislation.

4.3. This appointment given in terms of this agreement shall last for the

duration of this agreement and upon expiry of this agreement through the

effluxion of time or otherwise, all rights and entitlements given in terms of

this agreement shall immediately and automatically cease and be of no

force or effect save where this agreement expressly provides that any of

its provision will continue.


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5. DURATION AND PAYMENT

5.1 This agreement shall commence on 01st of AUGUST 2015

notwithstanding date of signature hereof, and shall endure for a

period of SEVEN (07) YEARS unless terminated earlier in terms of

the provision of the agreement.

5.2 As from the 01st JUNE 2015 until 31st JULY 2022 any party has

the right to terminate this agreement for any reason.

5.3. Nothing in this agreement shall be construed as creating any expectation

that this agreement will be renewed for a further terms or period.

5.4. No statement, promises or the like from any official of RLM regardingfurther renewals of this contract shall bind RLM unless they are contained

in a written agreement signed by the Municipal Manager or duly

authorised representative of RLM;

5.5. PREFERED BIDDER acknowledges that on expiry of the period of this

agreement, the RLM will be obliged to engage in an open and competitive

bidding process (in which PREFERED BIDDER will be entitled to

participate provided that they meet and are able to comply with the tender

specification issued), before any further contract for the rendering of the

services are awarded to any party;

5.6. PREFERED BIDDER shall submit a monthly tax invoice to RLM on

or before the 25th of each month in the manner specified by RLM

from time to time, setting out clearly amounts claimed in terms of this

agreement together with such explanations and proof of

disbursements supporting such claims.

5.7. All invoices submitted by PREFERED BIDDER to RLM as

contemplated in this Clause shall comply with the Value-Added Tax

Act, 1991.


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5.8. RLM shall pay PREFERED BIDDER in terms PART C of

OPERATIONAL COSTS as reflected in the bid document no:

RLM/MM/0035/2014/15 that is R848,951,067.54 (VAT INCL)

5 .8.1 The contingency fee to be claimed only on the occurrence of the

event that necessitates such claim and will only be paid upon

production of proof by the PREFERED BIDDER such signed by the

project manager and approved by the relevant Director of the

project.

5.9. RLM shall pay amounts due on timeously submitted correct invoiceson or before the last day of the following month;

5.10. It is the duty of the PREFERED BIDDER to send at least 2 (two)

reminders to the municipality once an invoice has not been paid for 3

weeks after submission.

5.11. Both reminders on delayed invoices must be sent in writing (e.g. email

or letter) to the employee that requested the service and Supply Chain

Divisional Manager.

5.12. Where no reminders were sent on delayed payments the PREFERED

BIDDER cannot charge interest as the municipality was not informed

or aware of such a delay.

5.13.RLM shall be entitled to withhold payment of any amount claimed

where there are legitimate queries outstanding or where proof of

having performed the services, or a part thereof, has not been

supplied as required below.


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6.SCOPE OF WORK

6.1. The project is a design, build maintain project in which the

Contractor is responsible for developing an optimum design which

meets the requirements of the specification and provides the best

value to the RLM.

6.2. The approved design will form the basis for the system(s) supply

and commissioning as well as the maintenance activities.

6.3. The contractor shall be responsible for the design, supply, delivery,

installation, interfacing, integration, testing, commissioning,

warranty, maintenance, training and documentation of the

communication system.

6.4. SYSTEM DESIGN

6.4.1. The system design activities include all design activities

necessary to evaluate communications alternatives and

develop detail design documents suitable for construction.

6.4.2. At a minimum the design activities shall include:

6.4.2.1.To conduct investigations into existing infrastructure

to determine suitability for use in RLM

communication system.

6.4.2.2. These investigations shall include field investigations

if necessary to confirm details or ambiguities.

6.4.2.3.To develop a variety of alternatives to meet the

communications requirements and provide

communication links to all relevant RRT field

equipment.


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The PREFERED BIDDER shall conduct RF testing and wireless network

planning.

6.4.2.15. It shall include site surveys and RF testing as well

as a comprehensive wireless network plan

including frequency allocations.

6.4.2.16 The network design review shall be aimed at optimal

use of the tendered products with possible

repositioning and reductions in quantity where

applicable.

6.4.2.16 This information shall be reviewed with RRT and

conclusions incorporated into the designs.

6.5. SYSTEM SUPPLY, INSTALLATION, AND COMMISSIONING

a. In accordance with the approved Detailed

Designs the Contractor shall supply all

material, install, test, commission, document

and conduct training on the Fibre OpticCommunication System(s) and the Wireless

Communications System (s).

6.5.1. The communication subsystems to be provided in this

contract include:

6.5.1.1 Optical fibre cables and ducts and wireless

communication systems on the RRT main routesconnecting the bus stations, depots, terminal buildings,

Variable Message Signs (VMS), Closed Circuit

Television (CCTV) systems and( traffic intersection

controllers and traffic sensors) if applicable.


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6.5.1.2. Fibre cables and ducts on the main and other routes

connecting CCTV, VMS, traffic intersection controllers

and traffic sensors to the main fibre backbone

6.5.1.3 Wireless systems at the bus stations, depots andcontrol center buildings

6.5.1.4 Wireless systems on the main routes and other routes

to all CCTV, VMS, traffic intersection controllers and

traffic sensors in RLM where fibre optic cable is not

available

6.5.1.5 Leased wireless services for locations where dedicated

wireless systems are not cost effective, or otherwise

cheaper.

6.5.1.6 Communication network management systems

6.5.1.7 Communication network switching and routing systems

6.5.1.8. The bus stations, depots and Control centre buildings

shall be the communication nodes, each provides

connectivity to:

1. The Station Information Signs Sub Systems (SISS)

2. All the RRT CCTV Systems, inclusive of arterial roads

, RRT and other roadways

3. The station Ticketing Office

4. All RRT depot, station and terminal building Wi-Fi

systems

5. All motorway traffic detection systems (traffic

sensors/cameras)

6. All traffic signal controllers


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6.5.1.9. The communication access points to peripherals shall be in

the station equipment room.

6.5.1.10.The Contractor is responsible for providing all cabling

required connecting the communication equipment.

6.5.1.11.The project includes but is not limited to the following

equipment and services:

a. Communication routers and switches;

b. Fibre optic transmission equipment;

c. Wireless communication systems;

d. Fibre optical cables, ducts, manholes(not provided

under the RRT), splicing and fibre terminating domes

and panels;

e. Equipment racks in bus stations

f. Documentation and Training Material;

g. Operations and Maintenance Training;

h. Provision of maintenance services;

i. Provision of warranty services.

j. Alternative Power Supplies (Solar / UPS) in those

areas where provision of local electrical supply is

prohibited by unavailability of supply, lack of access

or cost.

k. Design of associated hardware, software and

installation arrangement and submit design and

samples for approval;


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l. Make good all damaged pavements , roadways, etc.

caused during trenching and installation of optical

fibre cable and other equipment;

m. Arrange for provision of power to the arterial wirelessand other equipment from the local power utility;

n. Integration and testing of all communication switches,

routers, fibre optic cables and other equipment with

the NMS;

o. Systems integration for complete system;

p. Set-up and conduct system acceptance test;

q. Set-up and conduct optical fibre cable tests;

r. Co-ordination of the works with other contractors for

site access and scheduling of works;

s. Associated project management, audits control,

inspection and measurement and reporting activities.

t. Co-ordination of the works with other contractors for

locating and installing equipment in the UTC;

u. Conduit and power cable to provide power from the

power supply point;

v. Provisioning of suitable earthing and lighting

protection as needed;

w. Set-up and conduct system acceptance test;

x. Configuration and set-up of central communicationsequipment for operations;

6.5.1.12. The communication system cabinets and power

distribution shall be designed, supplied and installed by


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the contractor as part of the Works and it shall include

the following.

a. coordination with the local utility;

b. utility co-ordination and protection of other utilities

c. installation of power cable;

d. Installation of conduit from communication equipment

racks and cabinets to the nearest power supply point.

7. WARRANTY AND MAINTENANCE

The PREFERED BIDDER shall Warrant and Maintain the communication

system(s) during the Warranty period with no additional compensation.

7.1. Upon certification by the RRT of the Completion of the Warranty

period with no outstanding defects the Contractor shall Maintain the

system for the duration of the seven (7) years (with an option to be

extended for the two following years with only with prior approval by

council) and Maintenance period may be compensated in

accordance with the approved tender price.

7.2 During the Maintenance period the defective material shall be

provided by the PREFERED BIDDER

The PREFERED BIDDER shall have insurance during the Warrantee and

Maintenance periods for material and labour required due to acts of God,

vandalism, and theft.


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8. ACKNOWLEDGEMENTS AND NOTIFICATIONS

8.1. All acknowledgements and notifications which the PREFERED

BIDDER is required to give to RLM shall be by way of registered postor fax addressed to the person nominated by RLM, and failing such

nomination, to the Director: Community Development of the RLM. All

such notifications and acknowledgements shall be made as soon as is

practically possible after the event being reported on.

8.2 RLM may excuse PREFERED BIDDER from providing, some or all,

notifications or acknowledgements provided that this shall be required

to be given in writing and in advance and provided further that RLM

may at any time on written notice to SERVICE PROVIDER, reinstate

any or all such reporting obligations.

9. GENERAL REQUIREMENTS

9.1 PREFERED BIDDER to be responsible for all the measurements.

9.2 No Sub-contractor will be allowed without prior written approval by

the municipality .

9.3. All work will be inspected during the feasibility study phases and after

completion to the satisfaction of the Project Manager.

9.4 All essential items not included in the scope of work must be quoted

for separately and be brought to the attention of the Project Manager

of Works and be attached to the official quotation clearly marked as

Annexure


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10. GENERAL CONTRACT STANDARDS

At all times PREFERED BIDDER shall:-

10.1 Apply and conform to the standards and level of skill that wouldconstitute good industry practice;

10.2 Comply strictly with the provisions and time periods set out and In

the specification attached to the request for bid and with the

contents of the bid submitted by PREFERED BIDDER in response

to the Request for Bid and against which RLM awarded this tender

to PREFERED BIDDER .

10.3 In the event of any conflict between any of these documents, the

provisions hereof shall prevail and apply;

10.4 Ensure that it has the machinery, equipment and technology

necessary to comply with this agreement and to perform the

services and shall further ensure that such machinery, equipment

and technology is properly serviced, maintained and updated such

that the risk of any delays in the rendering of the services in

minimised;

10.5 Ensure that it has such contingency plans in place as is necessary

to ensure that in the event of any unplanned or unforeseen

disruption of any description, for any reason and howsoever

caused, that the service will be rendered as provided for in this

agreement;

10.6 Ensure that the service to be rendered is of the highest standard.


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11. AGENTS AND CESSION

11.1 PREFERED BIDDER shall not cede, assign or sub-contract all, or any

portion of, their rights under this contract to any third party without

RLM’s prior written consent which may not be arbitrarily withheld.

12. BEE STATUS

12.1.PREFERED BIDDER acknowledges that they disclosed a certain

Black Economic Empowerment (BEE) status to RLM in their

response to the RFB.

12.2. PREFERED BIDDER undertakes that for the duration of this

agreement that such BEE status as disclosed will not be reduced.

12.3. In case where the shareholdings of the company changes during the

year the municipality as the client must be informed of such changes.

13. WARRANTIES

13.2. PREFERED BIDDER warrants that:-

13.3. It has taken all necessary actions to authorise its execution of this

agreement and that it is able to perform the services as required in

terms of this agreement;

13.4. The execution and performance of this agreement and the services do

not and will not contravene any provision of the memorandum or

articles of association of PREFERED BIDDER as at the date of

signature hereof, or any order of court or agreement with any third

party in existence as at the date of signature hereof;


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13.5. All consents (in the form of internal authorities and applicable business

licenses) required for the performance of the service are in full force

and effect as at the date of signature hereof and will be kept current for

the duration of this agreement and any conditions contained in such

consents will be complied with at all times;

13.6. No litigation, arbitration, investigation and administrative proceedings

is in progress as at the date of signature hereof, or the best of the

knowledge of the PREFERED BIDDER as at the date of signature

hereof having made all reasonable enquiries, threatened against it,

which is likely to have a material adverse effect on the ability of the

PREFERED BIDDER to provide the services as set out herein;

13.7. PREFERED BIDDER is not subject to any obligation, non-compliance

with which is likely to have a material adverse effect on its ability to

provide the services;

13.8. No proceedings or any other steps have been taken or, to the best of

the knowledge of the PREFERED BIDDER having made all

reasonable enquiries, threatened for the winding-up or liquidation

(whether voluntary, provisional or final), judicial management (whether

provisional or final) or deregistration of PREFERED BIDDER or for the

appointment of a liquidator, judicial manager or similar officer over it or

over any of its assets;

13.9. All information disclosed by or on behalf of the PREFERED BIDDER to

RLM at any time up to the date of signature hereof and, in particular

during the bid process preceding the award of this agreement to

SERVICE PROVIDER, is true, complete and accurate in all material

respects and PREFERED BIDDER is not aware of any material facts


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or circumstances not disclosed to RLM which would, if disclosed, be

likely to have an adverse effect on RLM’s decision (acting reasonably)

to award this agreement to SERVICE PROVIDER.

13.10. RLM warrants that:-

13.10.1. It has taken all necessary actions to authorise the execution

of this agreement; and

13.10.2. It has not knowingly omitted to disclose any material

information in its possession or under its control relating to

the services to be performed in terms of this contract.

14. EQUIPMENT CONDITION

14.1 PREFERED BIDDER shall ensure that the SUPPLY AND

DELIVERY OF ICT EQUIPMENT

, is:-

14.1.1 Of the type specified in the specification of the RFB and

where not specified are suitable for the task required; In

compliance with any relevant rules, regulations, codes of

practice and/or South African standards and shall, as soon

as practical after receiving a request from RLM supply to

RLM evidence to demonstrate its compliance with this

clause.

15 LIMITATION OF LIABILITY

15.1 The PREFERED BIDDER hereby protects and secures the Client

against all legal liability with regard to any claims that may arise as a


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result of a breach of contract or negligence on the part of the

PREFERED BIDDER in respect of its obligations in terms of this

Agreement.

15.2 The maximum liability of the PREFERED BIDDER in respect of the

afore stated claims shall be limited to the aggregate of fees that have

accrued to the PREFERED BIDDER for the obligations that form the

subject of the breach of contract or negligence as at the time that the

cause of action arose.

16 CORRUPT ACTS

16.1 PREFERED BIDDER acknowledges that RLM has a “zero tolerance”

of corrupt acts and of the giving, receiving, soliciting or offering or

gratification.

16.2 PREFERED BIDDER warrants that in entering into this agreement it

has not committed any corrupt act.

16.3 If SERVICE PROVIDER, any shareholder, any PREFERED BIDDER

or any affiliate or any of them (or anyone employed by acting on

behalf of any of them) commits or is reasonably suspected by RLM

of having committed any corrupt act during the term of this

agreement, then RLM shall be entitled to terminate this agreement

with immediate effect by giving written notice to SERVICE

PROVIDER;

16.4 Any notice of termination under this clause shall specify:-

16.4.1 The nature of the corrupt act;

16.4.2 The identity of party or parties who RLM believes has

committed the corrupt act; and


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such breach failing which PREFERED BIDDER shall be entitled to

cancel the agreement or claim specific performance and damages

save where specifically prohibited herein.

17.3. The breaching party is PREFERED BIDDER , then in such event

RLM shall give PREFERED BIDDER thirty (30) days written notice

to rectify such breach failing which RLM shall be entitled, without

prejudice to their common law rights and such other remedies as

are provided for herein, to cancel this agreement or to claim

specific performance and in all cases to claim any damages

suffered.

17.4. Notwithstanding the a foregoing, RLM shall not be required to give

any notice to PREFERED BIDDER in the event that:

17.4.1. The breach related to any breach of clauses 17 above; or

17.4.2. RLM has given PREFERED BIDDER written notice to remedy

any breach on one or more occasions in any 6 (six) month

period.

18. CONSEQUENCES OF BREACH OR TERMINATION

18.2. Upon termination of the agreement for any reason whatsoever the

PREFERED BIDDER shall on demand return to the other party all

of the other party’s documents confidential information and project

documentation which it has not contractual right to retain.

19. GENERAL CLAUSES

19.2. If any one or more of the provisions of this agreement should be

held to be invalid or unenforceable, the validity and enforceability of


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all other provisions of this agreement will not be affected thereby,

and without affecting the generality of the a foregoing the parties

agree to negotiate with each other to arrive at an amendment to this

agreement which would restore the parties, as far as possible, to

the position contemplated by the parties at the time this agreement

was entered into and which amendment is legal and enforceable.

19.3. No indulgence or relaxation of any of the provisions of this

agreement by their parties will constitute a waiver or abandonment

of such party’s rights to require strict and punctual performance of

all of the provisions of this agreement.

19.4. A waiver by either party of a breach of any provision of this

agreement will not be, or deemed to be, a continuing waiver in

respect of a similar breach committed on a later occasion;

19.5. This agreement is the sole agreement between the parties and no

variation, consensual termination or waiver of this agreement shall

be valid and binding unless reduced to writing and signed by both

parties;

19.6. This agreement represents the entire understanding and agreement

between the parties and supersedes any prior proposal,

representation of agreement, written or oral;

19.7. Any provision of this agreement that is unlawful, void or for any

reason unenforceable will be deemed severable form and will in no

way affect the validity or enforceability of the remaining provisions

of the agreement;


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19.8. This agreement shall in all respect be construed, interpreted and be

governed by the laws of the Republic of South Africa.

20.PRINCIPLES

20.1. The Parties undertake to adhere to the principles and any

arrangements referred to in this agreement in good faith to

each other and undertake to act in the best interest of the

Parties and their mutual interest.

20.2. The contents of this agreement shall be valid and binding onthe Parties unless agreed otherwise in writing by the Parties.

20.3. Each of the Parties to the agreement undertakes on behalf of

itself to render its full cooperation and assistance. This will be

within the parameters of the terms of this agreement and any

terms of reference or mandate applicable from time to time

towards the understanding contained in this agreement.

21. VIS MAJOR

21.1. If circumstances arise for which the PREFERED BIDDER is not

responsible and which make it impractical or impossible for the

PREFERED BIDDER to perform the service in the normal manner as

contemplated by Parties in accordance with this Agreement in whole

or in part, then the PREFERED BIDDER shall promptly notify RLM.

21.2. The RLM shall pay to the PREFERED BIDDER such additional

fees and expenses as may be agreed as appropriate to the work

undertaken by the PREFERED BIDDER in providing the necessary

services.


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21.3. In the event certain services have to be suspended, the time for the

completion shall be extended by the extent of the delay plus a

reasonable period for their resumption.

21.4. Should a Party be unable to fulfil a material part of its obligations

under the agreement for the period in the excess of thirty (30) days

due to viz major, then either party shall in the sole discretion have

the right to terminate the agreement by written notice to the other

party.

22. WHOLE AGREEMENT

22.1. This agreement constitute the whole agreement between the

parties as to the subject matter hereof and no agreement,

representation or warranty between the Parties other than set out

herein shall be binding on the Parties.

23. VARIATION

23.1. No addition to, amendment, consensual cancellation or novation of

this agreement and no waiver of any right arising from this

agreement or its breach or termination shall be of any force or effect

unless reduced to writing and signed by the Parties.

24. DISPUTE RESOLUTION

24.1. Settlement

24.1.1. The Parties shall negotiate in good faith with a view to settle

disputes or claim arising out of or relating to this Agreement

and may not initiate any further proceedings until either Party

has by written notice to the other, declare that such


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negotiation has failed and the matter be referred to

Mediation.

24.1.2 The Party referring the dispute to Mediation, shall within

fourteen (14) days of the parties having failed to resolve the

dispute, submit to the other Party in writing the names and

occupation of three persons proposed by it to act as Mediator

and request the other Party to agree to the appointment of

any one of them in writing within seven (7) business days of

receipt of such notice.

24.2. Mediation

24.2.1. Any such disputes or claim, which cannot be settled between

the two Parties may be referred by the Parties, without legal

representation to Mediation by a single Mediator.

24.2.2. The Mediator shall be selected by agreement between the

Parties and in the event of the Parties being unable to agree

upon the appointment of a Mediator, such Mediator, shall

upon written request by either Party within seven (7) days of

their failure to so agree, be appointed by the Chairperson of

the Arbitration Foundation of South Africa (“AFSA”).

24.2.3. The Mediator shall use every endeavor to facilitate a

settlement of a dispute within fourteen (14) days of such

appointment.

24.2.4. Should the Parties, notwithstanding such Mediation, fail to

reach a settlement within the aforesaid fourteen (14) days or

such longer period as the Parties may agree, the Mediator


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shall within seven (7) business days thereafter express an

opinion on the matter in writing and furnish each Party with a

copy thereof. Such opinion shall be binding on the Parties

unless either Party refers the matter to Arbitration which

Arbitration shall be determined in accordance with the South

African Arbitration Act of 1995, as amended from time to

time.

25. Arbitration/Litigation

25.1. Should an amicable settlement and mediation fail, the Parties then

agree to submit any dispute or difference between them arising out

of this Agreement to conciliation or arbitration to the Arbitration

Foundation of Southern Africa (“AFSA”).

25.2. The Parties shall submit the dispute to AFSA upon the terms set by

the AFSA Secretariat. Failing such resolution, the dispute, if arbitral

in law, shall be finally resolved in accordance with the Rules of

AFSA by an Arbitrator or Arbitrators appointed by the Foundation.

25.3. The Award of the Arbitrator shall be final and binding upon all the

parties to the dispute unless any party wishes to take the Award on

review.

25.4. Notwithstanding any such differences, disputes or referral to

Arbitration, both parties shall continue to carry out their obligations

under this agreement pending the resolution of such differences or

dispute unless otherwise determined.


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26. GOVERNING LAW

26.1. This Agreement and the relationship of the Parties in connection

with the subject matter of this Agreement shall be governed and

determined in accordance with the laws of South Africa.

27. DOMICILIUM CITANDI ET EXECUTANDI

27.1 The parties hereto respectively choose domicilium citandi et

executandi for all notices, demands process or communication

intended for either party and for all purposes of and in connection

with this agreement, as follows:-

RLM: 159 BEYERS NAUDE STREET

MISSIONARY MPHENI HOUSE

RUSTENBURG

0300

TEL: 014 590 3111

FAX: 014 590 3300

SERVICE PROVIDER: MMELA INVESTMENTS HOLDINGS (PTY) Ltd

BOX 73267

PRETORIA

0400

TEL: 012 349 1886/7

FAX: 086 608 7832

27.1. The parties be entitled to change their domicilium from time to time,

provided that new domicilium selected by it shall be situated in the

Republic of South Africa, shall be an address other than a box

number, and any such change shall only be effective upon receipt

of notice in writing by the other party of such change.


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27.2. A notice of communication sent by one party to another shall,

unless otherwise proved, be deemed to be received:

27.2.3. On the same day, if delivered by hand;

27.2.4. On the same day, if sent by telefax transmission, the telefax

numbers of the parties outlined above.

27.3. On the 7th (seven) day after posting, if sent by prepaid registered

mail;

27.4. Any notice which actually comes to the attention of any member of

PREFERED BIDDER or the Municipal Manager or RLM shall be

effective notwithstanding the address it was delivered to or the

methods of delivery used

28. RELAXATION

28.1. No latitude, extension of time or other indulgence which may be given

or allowed by one Party to the other Party in respect of the

performance of any obligation hereunder or the enforcement of any

right arising here from and no single or partial exercise of any right by

such former Party shall under any circumstance be construed to be an

implied consent by such Party or operate as a waiver of, a novation of,

or otherwise affect any of that Party’s rights in terms of or arising from

this agreement or stop such Party from enforcing, at any time and

without notice, strict and punctual compliance with each and every

provision thereof.


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29. INDEPENDENT PARTIES

29.1. Nothing in this agreement shall constitute a partnership, join

venture, agency or employment agreement between the parties

hereto and neither party shall have the authority or power to bind or

contract in the name of or to create a liability against other in any

way for any purpose.


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30. SIGNATURES

THUS SIGNED AT RUSTENBURG ON THIS THE____DAY

OF_______________2015

________________________________

MR BHEKI KHENISA

MUNICIPAL MANAGER

WITNESSES:

1. ____________________

2. ____________________

THUS SIGNED AT RUSTENBURG ON THIS THE____DAY

OF_______________2015

______________________________________________

MOHOBI WILSON RAMATSETSE(Signatory herein warrants that is duly Authorisedto sign hereto for the above SERVICE PROVIDER)

WITNESSEES:

1. _____________________

2. _____________________

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