Tender Documents_0000.pdf

INVITATION TO TENDER

IRSHADRef: CD/14/L/1578/ASDate: 6 th January 2015

1

Sub: Tender No. CD/34/14Enterprise Content Management Implementation

Dear Sirs,

Abu Dhabi Petroleum Ports Operating Company (IRSHAD) intends to appoint a qualified ServiceProvider to provide complete Enterprise Content Management Implementation and invites firmOffers from the Bidders for conducting the said SERVICES as detailed herein Annexure I (Scopeof Work).

Bidders to submit their Technical Un-Priced Offers (ORIGINAL + 1 copy) in fullestcompliance with this enquiry in a SEALED ENVELOPE bv 14.00 hrs of 19th Januarv 2015,addressed to:

The Tender Board SecretaryIRSHAD

Sth Floor, TAKREER TowerSheikh Khalifa Energy Complex, Near AI Ain Palace Hotel

Abu Dhabi, UAE

Note 1: A complete set of Tender Document shall be emailed to the Bidders addressed to theEmail ID's present in our records. Bidders are advised to write to [email protected] &[email protected] or call 02 6028098/86 in case they do not receive the Tender Document by11:00 AM, 08th of January 2015,

Tender Clarifications: Bidder's may submit all requests for clarifications & additional informationin writing to the undersigned by fax on 02 6740511 or by email to: [email protected] &[email protected]

Note 2: A Mid Tender Meeting has been scheduled at 10:00 AM, 12th of January 2015, asoutlined in ArticleFof Attachment 1 (Instruction to Bidders).

Please acknowledge receipt of the Tender Documents & confirm your attendance for theMid-Tender meeting by return fax: 02-6740511 or by email to [email protected] &[email protected].

IRSHAD wishes best of luck to each bidde=***D;AQL*. 0 7 JAN

2015

Saeed AI JasmiCommercialDepzirtment

Tender Board Secretary

. r-7vrrtry . u-KU- . r-7. YA... JU - :J.ltl L,JI *&l.YI - ?-.k?+i- 7, y.u- (?Lb?1) i.*10,J.?.Il U:.il,-Jl jl,U ,,?.+L6*?i 2:6,-JAbu Dhabi Petroleum Ports Operating CO. {IRSHAD) POBox 61 -Abu Dhabl-U.A.E. -Tel. :02-6028000-Fax : 02-6/Z2422 - Website www.ltshad.ae

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ABU DHABI PETROLEUM PORTS OPERATINGCOMPANY

P.O.BOX 61 ABU DHABI

TENDER No. CD/34/ 14

ENTERPRISE CONTENT MANAGEMENTIMPLEMENTATION

TENDER No.: CD/34/14= Lk, 'IASHAO

ENTERPRISE CONTENT MANAGEMENT IMPLEMENTATION1

INDEX

Sl.No. Document Ref. No. Description

A ITT INVITATION TO TENDER

Attachment 1 Instruction to Bidders (ITB}

Attachment 2 Form ofTender

B FC DRAFT FORM OF CONTRACT

Annexure I Scope ofWorks

Annexure II Commercial Bid

Annexure III HSE Prequalification Questionnaire

EXHIBITS

Exhibit 1 : Bid Bond

Annexure IV Exhibit 2 : Performance Bank Guarantee

Exhibit 3 : Release Letter

Exhibit 4 : Completion Certificate

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Attachment 11

Tender No. CD/34/14Enterprise Content Management

Implementation

Instruction To Bidders

Tender No. CD/34/14Enterprise Content Management ImplementationAttachment 1 - Instruction to Bidders

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ATTACHMENT-1INSTRUCTION TO BIDDERS

Tender No. CD/34/14ENTERPRISE CONTENT MANAGEMENT IMPLEMENTATAION

1. Abu Dhabi Petroleum Ports Operating Company, [RSHAD (hereinafter referred to asCOMPANY} invites competent service providers from the Emirate of Abu Dhab forsubmitting Technical Un-Priced proposals for ENTERPRISE CONTENT MANAGEMENTIMPLEMENTATION as per IRSHAD requirements including Post Implementation Supportis required for minimum of l(one) year.

2. The bidder shall carefully study all the tender documents and obtain all information thatit may require to submit a complete tender. No claim whatsoever shall be admittedarising out of bidder's failure to study the project sites, surrounding, local conditions,COMPANY's and Governmental regulations affecting the WORKS/Services. No tendershall be conditional on the availability of resources and other things required to beprovided by the Contractor.

NOTES: CONTRACTOR is deemed to have examined the Tender Document as a whole with all reference& cross-references thereof with respect to the contents of all Sections {viz. Annexures, Exhibits,Attachments, Draft Form of Contract, Tender Bulletins, any other elements of the tender documents &correspondences thereof etc} noted the correctness and discrepancies of the contents if any, correctedall such discrepancies, and build-up the Contract Prices taking into account all such facts.

3. BIDDER shall be fully familiar with the conditions to the CONTRACT and execution of theServices. No claim from the bidder whatsoever on grounds o f lack of information wouldbe entertained at any time & constitute to claim for reimbursement, changes of prices/rates. Since the scope involves Contractor's personnel visiting on shore/off shore sites,therefore Bidders to make sure that he personnel assigned for this Contract areholders of Abu Dhabi Visas. Please note that the Trade License should bear "Onshore& Offshore oil & gas fields and facilities services" under the activity list.

All cost incurred by the bidder in the preparation of the tender, further clarificationmeetings, site visit - if any etc. shall be solely to the bidder s account.

4. TENDER CLOSING: 14.00 hrs. of 19th January 2015.No request for extensions to submission ofthis bid will be entertained except forjustifiable reasons related to the tender itself explicitly submitted in writing.

Technical Unpriced Bids only shall be submitted in 1 (one) SEALED ENVELOPE atIRSHAD Office, 8th Floor, Commercial Dept. & addressed to:

Tender No. CD/34/14Enlerprise Content Management Implementation 1 of4Attachment - 1: Instruction to Bidders

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The Tender Board Secretary IRSHAD, P.O. Box 61

Sheikh Khalifa Energy ComplexTakreer Tower, Corniche Road,

Abu Dhabi, UAE

5. MID TENDER MEETING: A Mid Tender Meeting is scheduled at 10:OOam of 12thJanuary 2015 at IRSHAD Head Office, 8th Floor, TAKREER Tower, SKEC Complex, AbuDhabi. Note: Each Bidders' attendance shall be limited to 2(two} attendees.

6. The Mid-Tender Meeting is intended to provide the Bidders with all information &clarifcations that may be needed to enable fullest understanding of the Tenderrequirements & submission.

7. No changes & alteration to any element of the Tender Documents shall be made by theBidders. Any changes or alterations shall be made by the COMPANY in writing & issuedto the Bidders as Tender Bulletins.

8. TENDER SUBMISSION:

Bidders to submit Technical/Unpriced offers only in 1 (one} properly sealedenvelope. The Envelope shall be properly sealed by red molten sealing wax. NoPrice information to be submitted in the Technical Bid. Commercial/PricedBids shall be requested at a Znd stage from Bidders who are found to betechnicalIy acceptable after the Technical Evaluation of theTechnical/Unpriced Bids submitted in response to this invitation.Note: The Tender No., Tender Title, Technical/Un priced Bid shall be properly mentioned on

each Envelope.

a. TECHNICAL BID : Original +1( copy ), containing the Covering Letter onBidder's Letterhead and all tender submittals : all pages duly signed &stamped inc[uding all tender bulletins & any other interim documents/correspondence during the mid-tender stages. Technical Bid to contain theBID BOND ofAED 50,000 as outlined in Exhibit 1.Note: No price information shall be furnished in the Technical Bid.

b. Bidders to note that incomplete or incorrect Bids shall not be considered forevaluation.

C. Bidders to ensure that the Tender Submittals, as indicated in the list below isfully complied with as a minimum requirement to evaluate the Bidssubmitted; any shortfalls in tender submittals shall risk the Bidder totechnical disqualifications:

Tender No. CD/34/14Enterprise Content Management Implementation 2 of 4Attachment - 1: Instruction to Bidders

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TENDER SUBMITTALS:

1 Company Profile

2 Relevant Experience & Past Performance

3 Details of Technology and System Architecture4 Product Functionahty5 Technical Details

6 Business Capability7 Project Planning Schedule8 Service and Support Model

g Scope ofWorks requirementsProject Scope Execution Strategy10

Compliance Sheet for Annexure I-Scope ofWorks (Sl. No. 1.0 to 2.6}11

12 Organization Chart & CVs o f personnel proposed for this agreement

Approved Health, Safety Environment Management System13

14 Comprehensive list of Equipment and tools to be used for this project

15 HSE Plan

16 HSE Prequalification Questionnaire duly filled up (Soft Copy provided asAnnexure -11I)17 Copy of the Trade License and Chamber ofCommerce Registration

Certificate & TRA certificates18 Other certifications like ISO, etc.

Power ofAttorney19

20 Project management and quality control21 5 Years Audited Financial Reports22 Form oftender

23 Bid Bond

Note: The above Suhmittals are deemed to be the minimal requirements. Bidders are encouraged tosubmit more documents and credentials to support their capability ofmeeting the Services ofthe Tender.

Tender No. CD/34/14Enterprise Content Management Implementation 3 of4Attachment - 1: Instruction to Bidders

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d. Bidders shall initial, stamp and submit all the Tender Documents, TenderBulletins and correspondences that may have developed up to the date ofTender Submission along with the Form of Tender (n Bidder's Letterhead -Refer ATTACHMENT - 2) as a token of receipt and acceptance of the Tenderitself.

1 9. VALIDITY OF BIDS: The bid shall be valid for 150 days from the closing date of thistender.

1 10. Bid shall be clearly type written, with no erasures.

11.Each page of the bid shall be initialed and stamped by the bidder's authorizedrepresentative.

12. lRSHAD may reject any Tender or cancel the Tender without assigning any reasonwhatsoever.

13.ALTERNAT[VE OFFERS: Bidder may submit ALTERNATIVE OFFERS if any distinctmeritorous alternatives are available with them specifically highlighting its featuresand advantages to IRSHAD. Such alternative proposal shall be included in discretesection in the tender mentioning specificalIy ALTERNATE PROPOSAL. TheALTERNATE PROPOSAL, if any, shall be submitted similar to the submissionexplained above along with the Base Bid.

14. Bidders not registered with IRSHAD are requested to apply for registration by fillingthe standard pre-qualification form, which can be obtained from our office.

15.DECLINE TO SUBMIT THE BID: Selected Bidders, upon receipt of their Expression ofInterest to participate in this tender, have been invited to provide the Services.However, if any Bidder upon receipt & examining the detailed requirements outlinedin the Tender Documents is unable to submit an offer in full compliance to itsrequirements, may DECLINE to submit the Tender by submission of justifiablereasons in writing.Bidders to note that not submitting the Tender without any written & justifiablereason may risk the Bidder to not being invited to future requirements of IRSHAD.

Tender No. CD/34/14Enterprise Content Management Implementation 4 of4Attachment - 1: instruction to Bidders

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Attachment 21

Tender No. CD/34/14Enterprise ContentManagement

Implementation

Form ofTender

Tender No. CD/34/14Enterprise Content Management ImplementationAttachment 2 - Form ofTender

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FORM OF TENDER

(to be typed & submitted on bidder's letter head, signed by authorizedrepresentative holding the power ofattorney & submitted separately in

the Technical Bid& Commercial Bid.)

Ref. No.: Date:

The Tender Board SecretaryIRSHADP.0. Box No. 61Abu Dhabi, UAE.

Sub: Tender No. CD/34/14Enterprise ContentManagement Implementation

Dear Sir,

1. We, (name of the bidder, exactly as per thetrade license, have the fullest understanding of the Scope of SERVICES andundertake to perform the whole of the requirements comprised in the call forTender No. CD/34/14 in accordance with the conditions therein.

2. We agree to abide by the Tender terms & conditions outlined in the tenderdocuments. Our proposal shall remain valid and binding on us for a period of150 days from the closing date of the Tender, during which you may choose toaccept our proposal. In this regard we submit herewith the required BID BONDof AED 50,000 (UAE Dirhams Fifty Thousand only) No................issued by.................(bank).

3. ORIGINAL of the Bid Bond is submitted in the TECHNICAL BID; copy submittedin the Commercial Bid.

4. We also agree that we shall not withdraw our proposal during the said validityperiod of 150 days. Furthermore, we agree with the Conditions of CONTRACTtogether with the attachments enclosed therewith.

5. If awarded the Contract in writing vide a Letter of Award and till formalagreement is prepared and executed, this Tender, together with your writtenacceptance thereof, shall constitute a binding Contract between IRSHAD and us.

Page 1 of2Tender No. CD/34/14Enterprise Content Management ImplementationAttachment 2 - Form of Tender

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6. We confirm the prices quoted by us shaI remain FIRM & FIXED for the wholeduration of the CONTRACT and have built-up our prices in compliance to thefullest understanding of the Scope of SERVICES.

7. We confirm that the Prices quoted shall be fully inclusive of all costs withoutlimitation, mobilization, demobilization, tools & equipments, lodging & boardingand any other allowances, training (inside UAE & outside UAE region}, visacharges, air tickets, transportation, loading/unloading, taxes & duties,overheads, premiums, profit, depreciation, etc.

8. We agree with all the terms & conditions outlined of the Draft Form ofCONTRACT enclosed in the Invitation to Tender document.

9. We have compiled the Technical Bid in fullest compliance to the ITTs & haveenclosed all documents requested for Technical Evaluation of our Bid; we alsounconditionally agree to present ourselves diligently during the TenderEvaluation stages immediately upon request by 1RSHAD.

10. We understand that IRSHAD is not bound to accept the Lowest Bid or liable toprovide any justifications for acceptance or rejection of our offer.

11. We have fully considered in our proposal the following addendum/additionalclarifications/ Tender Bulletins issued byyou.

No. & date ..........No.......................... & date..........NO. & date ...........No...........................& date ----.

12.We wouId also like to propose an Alternative Bid for your consideration asprovided in this proposal (..........delete ifnot applicable...........).

13. We confirm that we have no deviations to the Tender terms &conditions/specifications (.............only ifAlternative Bid is not applicable.......).

We confirm that we have NO DEVIATIONS or other PRE-QUALIFICATIONS tothe Tender terms & conditions/specifications other than that listedspecifically in our Technical Proposal/Bid.

Thankingyou,Date'.................. Authorized Signatof....

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Draft Form ofContract

THIS AGREEMENT BEARING THE CONTRACT NO.: CD/34/14 FOR COMPLETE ENTERPRISECONTENT MANAGEMENT [MPLEMENTATION, IS MADE IN ABU DHABI, U.A.E EFFECTIVEFROM XXTH DAY OF XXXX 2014 (hereinafter referred to as the EFFECTIVE DATE).

BY AND BETWEEN

ABU DHABI PETROLEUM PORTS OPERATING COMPANY [[RSHAD} duly organized underthe laws of Abu Dhabi, having its postal address as P.0. Box 61, Abu Dhabi, U.A.E [hereinafter

1 referred to as "COMPANY" which expression shall, where the context so permits, include itssuccessors-in-interests and assignees) of one part;1

AND

M/s (Successful Bidder), duly organized under the laws of United Arab Emirates having its1 postal address P.O. Box XXXX,Abu Dhabi, UAE (hereinafter referred to as "CONTRACTOR",

which in expression shall, where the context so permits, include its successors-in-interestand assignees} of the other part.

WHEREAS

1. The COMPANY desires to enter into a firm Price AGREEMENT with theCONTRACTOR for complete Enterprise Content Management Implementation,more specifically described hereinafter.

2. CONTRACTOR having fully understood the nature and extent of the works andservices, represents that it has the necessary resources, expertise, experience,competent personnel and skill and is willing and able to perform said worksunder the terms and conditions herein contained,

NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL COVENANTS HEREINCONTAINED, IT IS HEREBY AGREED AND DECLARED BY AND BETWEEN THE PARTIESHERETO AS FOLLOWS:

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INDEX

ARTICLE 1 DEFINITIONARTICLE 2 HEADINGS AND NOTESARTICLE 3 DEFINITION OF DATESARTICLE 4 CONTRACT DURATION & SCHEDULEARTICLE 5 DOCUMENTS MUTUALLY EXPLANATORY

J ARTICLE 6 DOCUMENTS COMPRISING THE CONTRACTARTICLE 7 NOTICES AND STATEMENTS OF FACT

1 ARTICLE 8 SCOPE OF WORKARTICLE 9 INDEPENDENCE AND RESPONSIB[LITY OF

CONTRACTOR AND SUB CONTRACTINGARTICLE 10 COMPANY'S OBLIGATIONSARTICLE 11 CONTRACTOR'S OBLIGATIONSARTICLE 12 COMPANY'S RIGHTS AND PRIVILEGESARTICLE 13 CONTRACTOR'S UNDERSTANDING OF THE

NATURE AND DETAILS OF THE WORKARTICLE 14 TAXES AND DUTIESARTICLE 15 CHANGES AND MODIFICATIONARTICLE 16 REMUNERATIONARTICLE 17 CONTRACT PR]CEART]CLE 18 CONDITIONS OF PAYMENTARTICLE 19 SUSPENSION OF PAYMENTARTICLE 20 CURRENCYARTICLE 21 PERFORMANCE BANK GUARANTEEARTICLE 22 FINAL PAYMENT, F[NAL ACCEPTANCE & BANK

GUARANTEE RELEASEARTICLE 23 DEDUCTION FROM PAYMENTARTICLE 24 SUSPENSION CAUSED BY FORCE MAJEUREART CLE 25 SUSPENSION FOR FAULT OF CONTRACTORART CLE 26 TERMINATION ON ACCOUNT OF FORCE MAJEUREART CLE 27 TERMINATION FOR FAULT OF CONTRACTORART CLE 28 TERMINATION AT CONVENIENCE OFCOMPANYART CLE 29 LIABILITIES, INDEMN[TIES & WARRANTYARTICLE 30 INSURANCEARTICLE 31 CONFLICT OF INTERESTARTICLE 32 CONFIDENTIALITYARTICLE 33 APPLICABLE LAW AND ARBITRATIONARTICLE 34 HEALTH, SAFETY AND SECURITYARTICLE 35 ASSIGNMENTARTICLE 36 WAIVER OF DEFAULTARTICLE 37 LANGUAGEARTICLE 38 ENTIRE AGREEMENT

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ARTICLE 1 DEFINITIONS

1.1 For the purpose of this CONTRACT, the words andexpressions listed hereunder, shall have the meaningassigned to them respectively.

1.1.1 AGREEMENT or CONTRACT

Means this signed document describing the relationshipbetween the COMPANY and CONTRACTOR, comprisingArticles 1 through 38 both inclusive together with all itsattachments, appendices, exhibits and documents referredtherein.

1.1.2 APPEND1CES

Means the contents as outlined in the Index.

1.1.3 APPROVAL

Means authorization in writing given by COMPANY to theCONTRACTOR to proceed with the performance of a specificpart of the WORK without releasing in any wayCONTRACTOR from any of his obligation and liabilitiesunder the CONTRACT or at law.

1.1.4 CONTRACT PRICE

Means the sum to be paid to CONTRACTOR by COMPANYunder this AGREEMENT, as per Article 17.

1.1.5 CHANGE/ VARIATION ORDER

Means any and all kinds of CHANGES to the CONTRACTmutually agreed upon in writing by the PARTIES, accordingto procedure set out in the CONTRACT.

1.1.6 EFFECTIVE DATEThe EFFECTIVE DATE shall be the date referred herein thisCONTRACT and thus the CONTRACTOR's remuneration.

1.1.7 COMPANY

Means "ABU DHABI PETROLEUM PORTS OPERATINGCOMPANY" (IRSHAD)

1.1.8 COMPANY REPRESENTATIVE.

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COMPANY shall appoint:a. COMPANY (IRSHAD) CONTRACT Holder - as overall authority

of the CONTRACT.b. COMPANY (IRSHAD) Representative - the person appointed

by the Contract Holder to supervise the execution of thisCONTRACT.

c. COMPANY (IRSHAD) SITE Representative(s) - The person(s)appointed by the Contract Holder to assist the CompanyRepresentative in supervising the activities of this CONTRACTat any given site or sites.

The above nominated shall be authorized to act on behalf of COMPANY and with whomCONTRACTOR may consult at any reasonable time and whose instructions, requests anddecisions will be binding upon COMPANY & CONTRACTOR as to all matters pertaining tothis AGREEMENT and the performance of the PARTIES hereunder.

1.1.9 COMPLETION DATE

The COMPLETION DATE shall be the date referred herein thisCONTRACT

1.1.10 CONTRACTOR REPRESENTATIVE

Upon coming into force of this AGREEMENT, CONTRACTOR shall designate a competentauthorized representative acceptable to COMPANY to represent and act for CONTRACTOR:

a. Contract Manager: CONTRACTOR's overall Incharge of thisCONTRACT.

b. Contractor Representative: the person appointed by theContract Manager to supervise the execution of this CONTRACT.

c. Contractor Site Representative: the person(s} appointed by theContract Manager to assist the Contractor Representative insupervising the activities of this CONTRACTOR at any given siteor sites.

All notices, determinations, directions, instructions and other communications given toCONTRACTOR Representative by COMPANY shall be deemed to be given to CONTRACTOR asto all matters pertaining to this AGREEMENT and the performance of the PARTIEShereunder. COMPANY reserves the right to accept such representatives or seek suitable &approved replacements within 14 (fourteen} days. Emergency Leaves of appointedrepresentatives under this Contract shall be granted by the COMPANY on submission ofcredible & verifiable evidence. Replacement of personnel who proceed on approvedEmergency Leave shall be accomplished by the CONTRACTOR within 14 (fourteen) days.

1.1.11 DAYMeans calendar day.

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1.1.12 FORCE MAJEURE

Means strikes, excluding strikes occurring among the employees ofCONTRACTOR or his SUBCONTRACTORS, or other industrialdisturbances of a general nature, acts of a public enemy, wars,blockades, insurrection, riots, epidemics, landslides, earthquakes,lightning, civil disturbances, explosions, and any other occurrencessimilar to the kind herein enumerated, not within control of eitherPARTY and which by exercise of due diligence neither PARTY isable to overcome.

1.1.13 PARTY/PARTIES

Shall mean COMPANY or CONTRACTOR or both as dictated by thetext.

1.1.14 SITE

Means locations where SERVICES are to be performed byCONTRACTOR.

1.1.15 STATEMENT OF FACT

Shall mean the record of any significant event, recorded in theform provided by the COMPANY, signed by CONTRACTOR andcountersigned by COMPANY REPRESENTATIVE as a time record ofevents.

1.1.16 OPERATIONAL PERIOD

Shall be the period from COMMENCEMENT DATE to theCOMPLETION DATE measured through in calendar days.

1.1.17 WORK

Refer collectively to all services and all obligations to be fulfilledby CONTRACTOR pursuant to the CONTRACT.

ARTICLE 2 HEADINGS AND NOTES

"Headings and Notes" in this CONTRACT are inserted and included solely forconvenience and shall not be considered of given any effect in connectjon with theduties, obligations or liabilities of the respective PARTIES hereto, or in ascertainingthe intent of the PARTIES hereto, if any question of intent should arise, it being theintention of the PARTIES that this CONTRACT shall be construed as a whole andterms mutually explanatory.

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ARTICLE 3 DEFINITION OF DATES1

The OPERATIONAL PERIOD OF THE CONTRACT is XX Days (XXXX XXXXX XXXXXDays).

ARTICLE 4 CONTRACT DURATION AND SCHEDULE

4.1 This AGREEMENT shall come into force on the EFFECTIVE DATE above writtenand shall be valid from the EFFECTIVE DATE, subject to the provision for earliertermination contained in Article 27 & 28.

4.2 If required by the COMPANY & subject to acceptance of both the PARTIES, theagreement may be renewed for subsequent periods on annual basis at the samerate, terms & conditions.

1. COMMENCEMENT DATE : XX of XXXX 20XX

2. COMPLETION DATE : XX ofXXXX 20XX

Note: Project Schedule attached (ref.: )

ARTICLE 5 DOCUMENTS MUTUALLY EXPLANATORY

5.1 In the event of any conflict, discrepancy or inconsistency among any of thedocuments comprising the CONTRACT, they shall rank in priority inaccordance with the following order:

I This AGREEMENT & ARTICLES/L ANNEXURES (with ExhibitsJ//L All Pre Contract Correspondences

Subject to the foregoing, the AGREEMENT and APPENDICES forming thisCONTRACT are intended to be correlative and mutually explanatory, and anyWORK required in one document and not mentioned in another shall beperformed to the same extent and purpose as though required by all.

5.2 The misplacement, addition or omission of a word or character shall notchange the intent of any part of the CONTRACT from that set forth by theCONTRACT as a whole. CONTRACTOR shall be solely responsible forrequesting any interpretation or clarification of the CONTRACT and shall bearany costs and expenses arising from his failure to do so.

5.3 If CONTRACTOR discovers any conflicts, ambiguities, errors, omissions ordiscrepancies between the documents forming the CONTRACT, the mattershall be submitted immediately by CONTRACTOR in writing to COMPANY for


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clarification. Any work affected by such conflicts, ambiguities, errors,omissions or discrepancies which is performed by CONTRACTOR subsequentto discovery but prior to clarification by COMPANY shall be at CONTRACTOR's

. risk.

5.4 All determinations, instructions, clarifications from COMPANY related to theCONTRACT shall be rendered in writing by letter or fax within fifteen (15)days from the date of such submission and shall be final unless appealed byCONTRACTOR in writing, within ten (10) days from the receipt of such

1 determination, instruction and/or clarification. Any dispute thereafter may1 be settled pursuant to the provisions ofARTICLE 33 hereof.

5.5 At all time, CONTRACTOR shall proceed with related work in accordance withsuch determination, instruction and/or clarification. Notwithstanding theforegoing, if any of the questions concerning interpretation or clarificationrelate to the need for a CHANGE ORDER, neither PARTY to the CONTRACTshall be deemed to have waived its rights pursuant to ARTICLE 15.

5.6 All dates and time periods referred to in the CONTRACT relate to Gregoriancalendar.

5.7 Words implying the singular include also the plural, where the context sorequires and vice versa.

ARTICLE 6 DOCUMENTS COMPRISING THE CONTRACT

6.1 The contractual documents binding COMPANY and CONTRACTOR andconstituting the CONTRACT are the AGREEMENT, its ARTICLES and thevarious ANNEXURES and APPENDICES attached thereto as follows and thereferred documents therein & clearly defined as outlined in the ContractIndex.

6.1.1 The AGREEMENT and its ARTICLES describes the General, Special,Commercial and Contractual terms and obligation between the PARTIES andthe execution of CONTRACT between the PARTIES.

ARTICLE 7 NOTICES AND STATEMENT OF FACT

7.1 Notices

Any notice to be given hereunder may be sent by registered letter with firstclass postage pre-paid or hand delivered or sent by facsimile transmission,addressed to the other PARTY in the following address:

To CONTRACTOR:

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8.2.2 The CONTRACTOR shall comply with UAE regulations such as Federal Law No. 24 of 1999. 13,

8.2.3 All services shall be fully compliant to ADNOC Sheikh Khalifa EnergyComplex and Company's Health, Safety, Security, Environment and Qualityrequirements.

8.2.4 CONTRACTOR shall be fully acquainted with ADNOC Sheikh Khalifa EnergyComplex and COMPANY's Health, Safety, Security and Environmentalregulations and requirements.

8.3 WARRANTIES:

CONTRACTOR shall obtain from his vendors and suppliers for the benefit ofCOMPANY all possible warranties in respect to materials, spare parts, tools andsupplies delivered or installed by them, and such warranties shall be assigned toCOMPANY or to such entity as shall be designated by COMPANY.

ART[CLE 9 INDEPENDENCE AND RESPONSIBILITY OF CONTRACTOR

9.1 CONTRACTOR shall be an independent contractor and as such he shallmanage, control and direct his own resources in the provision of theSERVICES and other facilities. However, COMPANY REPRESENTATIVES shallbe entitled to direct the execution of the WORK, without relieving theCONTRACTOR in any manner from its obligations and responsibilities underthe CONTRACT.

9.2 No employee, servant or agent of CONTRACTOR shall be deemed to be anemployee, servant or agent of COMPANY.

9.3 Sub-Contractor: CONTRACTOR shall not sub-contract any major part of thisAGREEMENT or appoint any major SUPPLIERS without the written consent ofthe COMPANY.

ARTICLE 10 COMPANY's OBLIGATIONS

10.1 COMPANY REPRESENTATIVES

COMPANY shall appoint a representative, hereinafter called COMPANYREPRESENTATIVE who shall have all rights and duties, to perform allfunctions of COMPANY required under this CONTRACT.

COMPANY shall inform CONTRACTOR in writing of the name of COMPANYREPRESENTATIVE and any change hereof. COMPANY REPRESENTATIVE shallhave the right to obtain any assistance that he considers advisable to performhis function and may at any time and for any reason delegate in writing any or


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all of his rights, powers and duties and/or functions to any other person.COMPANY shall promptly inform CONTRACTOR in writing ofsuch delegation.

COMPANY REPRESENTATIVE shall direct and instruct CONTRACTOR withregard to the requirements ofthe WORK to be executed.

1 COMPANY REPRESENTATIVE shall approve and sign all STATEMENTS OF1 FACT, reports issued by CONTRACTOR. Incorrect submissions by

CONTRACTOR may be either rejected or corrected by COMPANYREPRESENTATIVE.

10.2 INTERIM PERFORMANCE ASSESMENT:

CONTRACTOR's Performance shall be monitored by COMPANYRepresentative by way of Weekly Meetings supported by Weeky ProgressReports. However to secure the best interests of the COMPANY IRSHADreserves the fullest right to perform random/surprise audits etc.

10.3 PENALTIES:10.3.1 PENALTY FOR DELAY

Penalty of 0.1% of the Contract Value per day of delay shall be applicable fornot achieving fullest project completion the stipulated Completion Periodhowever the penalty shall be limited to a maximum of 10% of the ContractValue.

10.3.2 PENALTY FOR NON- DELIVERY & NON-COMPLIANT SERVICES:

The Services provided or intended to be provided by the CONTRACTOR videthis Contract is categorized to be critical & of high importance to theCOMPANY. The CONTRACTOR is obliged to perform the Services mostdiligently & without any interruption and compromise to the Quality & SafetyStandards as applicable. Should there be any shortfall in the ContractualDeliverables in performance or standards, the COMPANY reserves the fullrights to initiate alternative actions and engage alternative resources, with orwithout any notification to the CONTRACTOR, and debit the incurred cost tothe CONTRACTOR at'Cost +10%' basis.

10.4 Emergency Medical Evacuation

COMPANY may, to the extent available, assist CONTRACTOR, by providingmedical evacuation at the time of any medical emergency at Contractor's cost,

10.5 Facilities Provided by COMPANY

COMPANY shall provide to the CONTRACTOR such facilities as letters to assistCONTRACTOR in getting security passes for personnel, equipment to the SITEn connection with this AGREEMENT.


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ARTICLE 11 CONTRACTOR's OBLIGATIONS

11.1 CONTRACTOR warrants that it will perform the SERVICES in a professionaland highly skilled manner consistent with such good industry practices as are

1 customarily employed and are in accordance with estabished codes andstandards and meet the requirements stated herein.11.2 CONTRACTOR and its personnel shall strictly comply with COMPANY Health,

Safety and Environmental Rules and Regulations. Any CONTRACTORpersonnel entering COMPANY premises or SITE shall be familiar with and1shall obey relevant safety rules and regulations at all times. Any personrequired to drive a vehicle for the performance of the SERVICES shall be inpossession of a valid U.A.E driving license for the type ofvehicle to be driven.

11.3 In the event of misconduct, violation of safety regulations, persistent ill healthor negligence of the personnel, CONTRACTOR shall, within two days ofCOMPANY's written notice to do so, withdraw such person without anyobjection and shall promptly provide suitable replacement at no extra cost tothe COMPANY.

11.4 CONTRACTOR shall make his own arrangement for medical services to itspersonnel. However, if for any reason, COMPANY's medical facilities areavailed, the actual costs incurred shal be back-charged to the CONTRACTOR.

11.5 COMPANY shall allow CONTRACTOR personnel access to so much of the SITEwhere the SERVICES are to be carried out as COMPANY may determine andshall advise CONTRACTOR of COMPANY's rules and regulations regardingsecurity pass, safety, personnel and vehicle movements on its properties andCONTRACTOR shall comply with such rules, regulations limitations.

11.6 COMPANY shall have the right at all reasonable times to supervise theperformance of the SERVICES by CONTRACTOR. The supervision of theSERVICES by COMPANY shall not be deemed acceptance thereof by COMPANY,and shall not re]eve CONTRACTOR of any of its obligations set forth in thisAGREEMENT.

11.7 Unless otherwise agreed between the PARTIES, CONTRACTOR, shall be solelyresponsible for and where applicable, shall provide at its sole cost andexpense all passports, visas, no objection certificates, work permits, residencevisas, certificates of medical fitness, driver's licenses, security passes, and allother permits and documentation as may be required for its employees toperform the SERVICES.

11.8 CONTRACTOR shall have no claim for extra payment nor shall it be relieved orexcused from any obligation under this AGREEMENT as a result of any lack ofknowledge as to the nature of the SERVICES, means of access, local facilities,


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CONTRACTOR shall ensure, at its own cost that all its equipment, tools,consumables deployed for the WORK complies throughout the OPERATIONALPERIOD, with the specifications set out in this CONTRACT and with anynational or international laws and regulations, HSE Guidelines applicable tosuch items.

11.12 Compliance with Instructions

CONTRACTOR shall comply with the instructions of COMPANYREPRESENTATIVE concerning the Project, provided that such instructions donot exceed their authority, scope and provisions of this CONTRACT.

CONTRACTOR REPRESENTATIVE shall be only entitled to reject instructionswhich, in the performance thereof, would threaten the safety ofCONTRACTOR's or COMPANY's personnel. If such right is exercised,CONTRACTOR REPRESENTATIVE shall inform COMPANY REPRESENTATIVEin writing at the earliest opportunity.

11.13 Logs and Reports

CONTRACTOR shall prepare and submit to COMPANY, reports of theoperations in a form acceptable to COMPANY.

11.14 Replacement ofpersonnel

Upon the written request of COMPANY, CONTRACTOR shall replace within amaximum of 7(seven) days at its cost, with another of similar qualifications,any person who in the judgment of COMPANY is unable to perform his dutiesdue to sickness, absence, inefficiency, incompetence, negligence, indisciplineor who harms the good relations between COMPANY and GovernmentAuthorities.

11.15 Health, Safety and Environment (HSE}

The HSE Directives are subject to revision & upgrades from time to time:CONTRACTOR to take into account all such revisions that are in-forcefrom time to time & comply with them diligently, without any delay &negligence, and not at any additional cost to COMPANY arising fromwhatsoever reasons thereof.

COMPANY would conduct independent HSE audits and or inspections andobservations of the audit and or inspection team will be communicated to theCONTRACTOR. The HSE audit and /or inspections observations andcomments shall be satisfactorily closed out by the CONTRACTOR within thetime frame agreed with the COMPANY REPRESENTATIVE.


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Audit/Inspection

CONTRACTOR shall cooperate and assist in all specialized technical audits andor inspections of the services/work provided under this CONTRACT, when theCOMPANY chooses to arrange such an audit and/or inspection for the expresspurpose for ensuring that the specified operating code and practices are beingcomplied by the CONTRACTOR. Any recommendations arising from the auditshall be implemented by the CONTRACTOR at its own cost, within the time1 table agreed by the COMPANY REPRESENTATIVE.

11.16 Compliance with Statutes and Regulations

In all respect, the provisions of any statute, ordinance, decree, proclamationor any other order or any other enactment or any regulation or by law of anylocal or other duly constituted authority having the force of law in theOPERATIONAL AREA/SITE and the rules and regulations of all public bodiesand companies whose property or rights are affected or may be affected shallapply to the CONTRACTOR. The CONTRACTOR shall keep COMPANY fullyindemnified against all penalties and iabilities of every kind thereunder forwhich it, as a result of the CONTRACTOR not complying with such statutes,rules and regulations may become liable.

11.17 Emergencies

CONTRACTOR shall exercise due care and attention at all times for theprevention of fire, explosion and shall notify COMPANY in the quickest andmost effective way of any signs which may indicate a dangerous situation forpersonnel and material and shall take all possible emergency measuresconsistent with good practice and in accordance with all safety regulations.

11.18 Patent rights

CONTRACTOR hereby warrants that the use of any equipment, software,material or process supplied or used by the CONTRACTOR for or inconnection with the WORKS envisaged under this CONTRACT does notinfringe upon the patent rights, copy rights or intellectual property rights ofany third party and CONTRACTOR shall hold COMPANY harmless and fullyindemnified from any claim or action based on such alleged infringement bythe CONTRACTOR.

11.19 Delivery of Documents

Upon completion of the Project, on the COMPLETION DATE, CONTRACTORshall handover the full ownership and responsibility of the system toCOMPANY.

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CONTRACTOR undertakes that neither it nor its personnel shall at any time,except with the prior written consent of COMPANY, make any referencepublicly or disclose any information on the content of this CONTRACT or tothe operations or interest of COMPANY to any person who is not directlyconcerned with the performance of the activity or operations envisaged underthis CONTRACT.

All information, data and documents generated under this CONTRACT orprovided by COMPANY shall be treated strictly confidential by theCONTRACTOR, its subcontractors and agents.

11.21 Qualified Personnel

CONTRACTOR shall provide and deploy only qualified and skilled personnelon the respective trade. All CONTRACTOR staffshall be holders of Abu DhabiVisas and minimum language ability for communicating in English.

11.22 ApprovaI of personnel

CONTRACTOR shall obtain prior approval of COMPANY, which shall not beunreasonably withheld, for all CONTRACTOR personnel deployed for theCONTRACT. CONTRACTOR shall make his best endeavors to permanentlyassign the same personnel for the services.

11.23 Accident Reports

CONTRACTOR shall immediately report to COMPANY all accidents, nearmisses and occurrences resulting in injury, death, property damage or lossand shall furnish such reports as may be required by Police and otherGovernment authorities.

11.24 Discipline

CONTRACTOR shall maintain at all times strict discipline and good orderamong CONTRACTOR personnel.

11.25 Additional Services

CONTRACTOR shall do its best endeavors to provide at COMPANY requestsuch additional services not included or otherwise covered in the CONTRACTthat may be required by COMPANY requested in writing shall be issued andreimbursed by way of a Variation.

ARTICLE 12 COMPANY'S RIGHTS AND PRIVILEGES

12.1 Work ProgrammeTender No. CD/34/14 15 of 30Enterprise Content Management [mplementationDraft Form ofContract

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Outlined as , to be unconditionally completed within theagreed Contract Duration.

12.2 Replacement of Personnel

COMPANY shall be entitled to require the replacement of any of theCONTRACTOR's personnel.

12.3 Variation in Scope ofWORK

COMPANY may require CONTRACTOR to effect a reduction or increase ofWORK to meet the unanticipated requirement not covered under theCONTRACT. A VARIATION ORDER shall be mutually agreed between PARTIESto effect such changes.

12.4 Technical Audit

CONTRACTOR shall cooperate and assist in all specialized technical audits ofthe services/work provided under this CONTRACT, when the COMPANYchooses to arrange such an audit for the express purpose for ensuring that thespecified operating code and practices are being complied by theCONTRACTOR. Any recommendations arising from the audit shall beimplemented by the CONTRACTOR at its own cost, within the time tableagreed by the COMPANY REPRESENTATIVE.

12.5 Deficient Work

If during the course of the CONTRACT, any part of the WORK executed byCONTRACTOR or his SUBCONTRACTOR is found defective or does notconform to the CONTRACT in any way, including but not limited toCONTRACTOR's failure to:

Prosecute the WORK with diligence and dispatch, and/or

Correct or cause to correct any defect of the WORK, and/or

Comply with any other provisions of the CONTRACT relating to theWORK,

Then the COMPANY may require and direct the CONTRACTOR to remedy, orcause to be remedied, such deficient part of the WORK, at CONTRACTOR'sown expense.

If the CONTRACTOR does not promptly undertake and proceed with duediligence to remedy said deficiency, then COMPANY may give CONTRACTORnotice of said deficiency and hire another contractor to remedy thatdeficiency. In any case, CONTRACTOR shall not be remunerated for the


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deficient WORK but shall be invoiced for any additional expenses thatCOMPANY may incur as a result of the deficient WORK or deduct appropriateCOMPANY determined rate/percentage from CONTRACTOR's invoice for thedeficient work or services.

ARTICLE 13 CONTRACTOR's UNDERSTANDING OF THE NATURE AND DETAILSOF WORK

CONTRACTOR acknowledge and undertake that before signing theAGREEMENT, he has carefully read and understood the SCOPE OF WORK andthe entire documents relating to the CONTRACT, and have obtained a fullunderstanding and knowledge of the nature and scope of the WORK and oftheprevailing SITE conditions and all those factors affecting the WORK directlyand indirectly.

ARTICLE 14 TAXES AND DUTIES

14.1 CONTRACTOR shall be liable for all taxes, imposts, duties, withholding taxes,charges or other assessment of whatsoever nature, whether levied by theGovernment of Abu Dhabi or the U.A.E. or any other government elsewherepursuant to and as existing and payable on the coming into force of thisCONTRACT.

14.2 All payments relating to sponsorship which would enable CONTRACTOR towork in the U.A.E. as well as ali personal income tax or any corporate taxes orregistration charges levied by the Government of Abu Dhabi or U.A.E. at anyfuture date, shall be to the sole account of CONTRACTOR.

ARTICLE 15 CHANGES AND MODIFICATION

COMPANY shall have the right at any time to require CONTRACTOR to makeany change or modification to the WORK incIuding any addition or deductionto the amount of WORK or level of services to be provided by CONTRACTOR,and such changes shall be dealt through a VARIATION ORDER issued nwriting provided it constitutes a change in the magnitude or quality ofWORKaffecting the CONTRACT PRICE.

ARTICLE 16 REMUNERATION

16.1 COMPANY agrees to pay, and CONTRACTOR agrees to accept, as fullcompensation released in accordance with the Payment Milestones laid out inARTICLE 18 for CONTRACTOR's entire and orderly performance of the WORKthe CONTRACT PRICE set forth in ANNEXURE II, subject to such additions ordeductions thereof, as may be made under the provisions herein contained.

16.2 In consideration of the payment to be made by COMPANY to CONTRACTOR ashereinafter mentioned, CONTRACTOR hereby is committed to render all


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WORK and provide COMPANY all service, manpower, equipment, softwares,consumable, reports and materials necessary for the entire completion andorderly prosecution of the WORK in full conformity in all respect with theprovisions ofthis CONTRACT.

16.3 COMPANY is hereby covenant to pay CONTRACTOR in consideration of dueperformance of the WORK the remuneration as herein mentioned at the timeand in the manner prescribed herein,

ARTICLE 17 CONTRACT PRICE

The LUMPSUM CONTRACT PRICE for the provision of services andperformance of WORK as directed by COMPANY shall be as defined withinANNEXURE II, and shall include without limitation, mobilization,demobilization, tools & equipment, lodging & boarding, management, testing,overhead, allowances, profit, insurance, premises, visa fees, air tickets,transportation, taxes & duties, bank guarantees, consumable, corporate,maintenance, personnel training (inside UAE & outside UAE region),premiums, depreciation and other taxes and all other costs and expensesdirectly or indirectly incurred by the CONTRACTOR in the provisions ofWORK to COMPANY.

CONTRACT PRICE shall be all inclusive & remain FIRM and FIXED for thewhole duration of the CONTRACT and any extensions thereof. No claim of theCONTRACTOR on account of currency exchange rate fluctuation, inflation,variation in the wage rate, additional manpower/ equipment/ facilitiesrequired than estimated etc. shall be admissible.

ARTICLE 18 CONDITIONS OF PAYMENT

18.1 Invoicing Procedure

18.1.1 At the COMPLETION & ACCEPTANCE of SERVICES, the CONTRACTOR shallsubmit to COMPANY an invoice and shall be fully inclusive of all direct &indirect costs arising from fullest understanding of the Scope of Works andrespect of the SERVICES rendered, during the period.

18.1.2 The "Original Invoice" [stamped "Original for payment"] plus three copies,together with supporting documents, shall be addressed and submitted to:

Finance DivisionIRSHADPO BOX 61Abu Dhabi

18.1.3 Each invoice shall be presented as follows:I) With reference number of the CONTRACT, serial number of invoice and

date of invoice.


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11) Stating clearly the work item for which payment is required, showingthe relevant line items in the PRICE SCHEDULE.

HI) Supported by all necessary documentation to enable COMPANY toreview and approve, such as but not limited to, receipts, STATEMENTOF FACT and other relevant documents signed by COMPANYREPRESENTATIVE or his delegate.

IV) Prepared in the currency of the CONTRACT.V) Stating the CONTRACTOR's bank details where the payment is to be

made.VI) Final invoice shall be clearly marked as "FINAL INVOICE" and shall be

supported by the duly signed RELEASE LETTER & COMPLETIONCERTIFICATE.

18.2 Payment of Invoices

18.2.l Payment Procedure

COMPANY shall release the payment to CONTRACTOR as per the paymentterms listed below:

ECM Milestone PaymentPercentageA) Process Analysis, Meetings and Documentation,Business Requirement Review/Signoff, CustomizationDesign Review/Signoff,Project Implementation Plan 10Review/SignoffB) System Installation & ConfigurationForms &Workflow Completion 20Reports & Customization Completion 10System Integration Completion 10User & Admin Training 15User Acceptance Testing 15Final Acceptance 20

Payment Terms for 1 (One) year Post implementation Support as below:Post Implementation Support for 1(One) Payment

year Percentage1-3 Months (Payment at end of the Quarter) 204-6 Months (Payment at end of the Quarter) 207-9 Months (Payment at end of the Quarter) 2510-12 Months(Payment at end of the Quarter) 35


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Upon receipt of invoice, COMPANY shall review it and should the paymentrequirement be deemed in accordance with the CONTRACT, COMPANY shallapprove said invoice and subject to the provisions of sub-articles belowpayment shall be made within forty five [45] days of receipt thereof, by banktransfer to the bank account which shall be notified by CONTRACTOR toCOMPANY in writing.

The COMPANY shall deduct applicable penalties for all delays, un-attendeddefects & non-compliance notified in writing to the CONTRACTOR as specifiedin Article 10.3.

18.2.2 Any payment made by COMPANY shall not be construed as a waiver ofCOMPANY's right to object to any invoice so paid.

18.2.3 No claim for bank charges, interest charges or loss of use of funds shall beaccepted for delayed payments.

18.3 DISPUTED INVOICE

Should the invoice be disputed wholly, or in part, COMPANY shall act asfollows:

18.3.1 When the disputed amount s more than ten percent [10%] of the invoicevalue, the invoice shall be fully rejected and returned to CONTRACTOR andconsidered as cancelled in COMPANY records. A new invoice shall then beissued by CONTRACTOR in accordance with COMPANY ,s recommendation.Payment o f the new invoice shall be done within forty five [45] days of receiptof the new invoice by COMPANY.

18.3.2 When the disputed amount is less than 10% of the invoice value, COMPANYwill on its own, correct the invoice value and pay the amount less the disputedamount. This payment is regarded as final payment ofthe said invoice.

18.3.4 In the event of deductions from "Original Invoice" as provided for above,COMPANY's liability to CONTRACTOR shall be limited only to the promptpayment of such amounts as are subsequently proved payable. No claim forbank charges, interest charges or loss of use of funds shall be accepted.

18.4 From any sum due to CONTRACTOR under the CONTRACT, COMPANY shall beentitled to deduct any and all amounts due by CONTRACTOR to COMPANY byway of"Set Off'

ARTICLE 19 SUSPSENSION OF PAYMENTS

19.1 Within Thirty [30] days from the signing of the CONTRACT and before anypayment is made by COMPANY, CONTRACTOR shall submit to COMPANY acopy of all the Insurance Policies required under Article 30.

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19.2 Should the CONTRACTOR fail to effect or keep in force the insurancesrequired under the CONTRACT or any other insurance which may be requiredunder the terms of the CONTRACT, COMPANY shall have the right to withholdpayment of all moneys due to CONTRACTOR under this CONTRACT. Amountso withheld shall only be paid after the submission by CONTRACTOR of theinsurance policy certificates required under the CONTRACT.

ART[CLE 20 CURRENCY

The currency of the CONTRACT shall be United Arab Emirates Dirhams {AED)and all compensation and invoices shall be expressed and all payments to theCONTRACTOR shall be made in that currency.

ARTICLE 21 PERFORMANCE BANK GUARANTEE

CONTRACTOR to submit a Irrevocable & Unconditional PERFORMANCE BANKGUARANTEE as in amounting to 10% of the CONTRACT PRICE within 15(Fifteen] Days of signing of the Contract, as detailed in the EXHIB[T 2 validtill 90 days beyond the completion date of the Contract.

ARTICLE 22 FINAL PAYMENT

22.1 When the STATEMENT OF FACT recording the COMPLETION DATE has beencountersigned by COMPANY, CONTRACTOR shall submit a final summationfor the COMPANY's approval of the amount and value [in terms of theCONTRACT PRICE] of all WORK. Upon approval by COMPANY of any suchsummation CONTRACTOR shall prepare and submit his final invoice inaccordance with such summation. Within forty five [45] days followingreceipt of such invoice COMPANY shall pay to CONTRACTOR all amountsremaining due after deducting amount due from CONTRACTOR.

22.2 COMPANY shall not be obliged to make final payment unless and untilCONTRACTOR has furnished COMPANY the RELEASE LETTER as in EXHIBIT3.

ARTICLE 23 DEDUCTION FROM PAYMENTS

23.1 From any sum due to the CONTRACTOR under the CONTRACT, COMPANY,without waiver or limitation of any of its rights under the CONTRACT or atlaw, shall be entitled to deduct any and all amount due from theCONTRACTOR to COMPANY.

23.2 Charges including, but not limited to, COMPANY provided services shall be thesubject of a Monthly Debit Note raised by COMPANY which sum shall be paidby CONTRACTOR within thirty [30] days of issue of said debit note.

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23.3 Charges not paid by the CONTRACTOR shall be recovered by COMPANYthrough deduction from payments due to CONTRACTOR, in accordance withsub-article 23.1 above, immediately following the time that such payments

1 become due.

ARTICLE 24 SUSPENSION CAUSED BY FORCE MAIEURE

24.1 If the WORK is suspended on account of FORCE MAIEURE, no payment shallbe made by COMPANY for the period of FORCE MAJEURE. However, thisCONTRACT may be terminated under the ARTICLE 26 herein.

24.2 1f either PARTY is temporarily rendered unable wholly or in part by FORCEMAIEURE to comply with its obligations under this CONTRACT and i f notice ofsuch FORCE MAJEURE is given to the other PARTY in writing within five (5)days after the occurrence of the cause relied on, then such obligations of thePARTY affected shall, without prejudice to the provisions of ARTICLE 26hereinafter and to any right of the other PARTY under this CONTRACT, besuspended so long as this inability continue by reason of such FORCEMAJEURE. The PARTY claiming FORCE MAJEURE shall also give written wellfounded notice to the other PARTY within five (5) days of occurrence and endof the FORCE MA]EURE.

24.3 The PARTY claiming to be affected by FORCE MAJEURE shall bear the burdenof proving that it is so affected.

ARTICLE 25 SUSPENSION FOR FAULT OF CONTRACTOR

25.1 COMPANY shall decide what remuneration is due to CONTRACTOR in theevent that any part of the WORK remains unavailable to COMPANY, generallyapplying following principles:

25.1.1 If the CONTRACTOR is unable to provide the WORK/services due toCONTRACTOR's failure to provide within the time periods specified, then theCOMPANY may hire equivalent services from others and counter charge theCONTRACTOR with any additional cost over the CONTRACT PRICE.

25.1.2 If part of the WORK is unavailable but does not prevent COMPANYproceeding with its work program, then the remuneration, calculated orprorated based on rates and/or prices included in ANNEXURE 11 concerningthe part ofWORK unavailable shall not be due.

25.1.3 If part of the WORK/services is unavailable and COMPANY are preventedfrom proceeding with its work program, the total remuneration concerning allWORK shall not be due, until the services are resumed.

25.1.4 If all WORKS are unavailable, then the total remuneration will not be due,until the WORK is resumed.


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If no action has been taken by CONTRACTOR within (10} days of receipt ofwritten notice of default from COMPANY or if CONTRACTOR fails to providesatisfactory evidence that such default will be corrected, in such event,COMPANY shall have the option either to take over itself, completely or inpart, the obligation of CONTRACTOR and deduct the cost of so doing from anymoney due or become due to CONTRACTOR, or to terminate the CONTRACTwithout prejudice to any claim that COMPANY may have hereunder.

i

1 27.1.5 In the event of such termination, CONTRACTOR shall not be entitled to receiveany payment excepting the value of work or services provided until theeffective date of termination calculated in accordance with Attachment II,after applying such deductions of rectification cost of deficient work and theadditional cost incurred by the COMPANY in completing the WORK orcontinuing the services as envisioned under the CONTRACT. Should thededuction amount exceed the amount due to CONTRACTOR, then the excessamount shall be paid to COMPANY upon demand by the CONTRACTOR.

ARTICLE 28 TERMINATION AT CONVENIENCE OF COMPANY

28.1 Without prejudice to the provisions of the preceding ARTICLE 27, COMPANYreserves the right to terminate the CONTRACT for its own convenience, butCOMPANY shall in such case pay CONTRACTOR the value of work or servicesprovided by CONTRACTOR prior to the date of termination. ShouldCOMPANY exercise its right under this ARTICLE, it shall do so by givingCONTRACTOR 30 (Thirty} day notice of termination. COMPANY's sole liabilityfor reimbursement of CONTRACTOR shall be limited to that for the worksatisfactorily performed at the date of termination or such later date as maybe stated in the notification.

28.2 AH materials, equipment, supplies and rights so paid for by COMPANY shall bedelivered to COMPANY and the ownership right thereof shall be fully vested inCOMPANY.

ARTICLE 29 LIABILITIES, INDEMNITIES & WARRANT1ES

29.1 CONTRACTOR shall exercise all reasonable skill, care and diligence in theperformance of its obligations under this AGREEMENT. But in respect of anyloss or damage which in any way arises out of or is connected with theperformance or non-performance by CONTRACTOR of such obligations theliability of CONTRACTOR shall be limited to any case of negligence or defaulton his part and shall consist solely in satisfactory performance or non-performance, as the case may be, by CONTRACTOR and at no cost to ADNOC ofthe obligation in question, to the exclusion ofall other liability.

29.2 Neither COMPANY nor CONSULTANT shall be liable to the other for anyindirect or consequential loss or damage, including without limitation loss of


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product or equipment or facility down-time or loss of profit or loss ofopportunity, or revenue or increased costs of finance or like items of damage.

29.3 INDEMNITY

29.3.1CONTRACTOR shall keep COMPANY, its servants or agentsindemnified against any claims, actions or proceedings brought orinstituted against COMPANY, its servants or agents by any CONTRACTOR'semployees, servants or agents or any other third party in connection with,

relation to or arising out of the performance of the SERVICES under thisAGREEMENT.

29.3.2 CONTRACTOR shall indemnify COMPANY against any liability for anyaccident, death or injury to COMPANY' s servants or agents and against andloss of or damage to any property belonging to COMPANY, its servants oragents which may arise out of the performance of the SERVICES under thisAGREEMENT and against all costs, claims, demands and damages involvedtherewith.

29.3.3 CONTRACTOR agrees to hold harmless and indemnify COMPANY, itsrespective agents and the employees of each and every of the forgoing,form and against any and ali claims, suits, costs, liabilities, judgments, fines,penalties or demands in respect of damage to or loss of third partyproperty and injury to or death of any person, caused by any ofCONTRACTOR or any of his respective agents or employees and arising outof or in relation to the performance of SERVICES under this AGREEMENT.

29.4 Warranty

Defects Liability period: 12 months defects liability period against failure ofthe work due to technical reasons or software supplied by the Contractor.

ARTICLE 30 INSURANCE

Without limitation to his obligations and responsibilities under thisAgreement, CONTRACT during the whole period of the Agreement fromcommencement until the issue of the Final Acceptance Certificate for theworks/services shall at his own expense insure or cause to be insured.

30.1 Workmen s Compensation (Employer s Liability}

Workmen's compensation and Employer's Liability Insurance covering theagents, servants and employees of CONTRACTOR for all compensation andother benefits required of CONTRACTOR by the Workmen's Compensation orsimilar statutory insurance laws of any nation or political subdivision thereo fto which CONTRACTOR operations under this Agreement are subject inrespect of liability for bodily injury by accident or disease including death


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30.5 Supply ofPolicies:

Copies of policies in respect of CONTRACTOR's and/or SUBCONTRACTORS'insurance shall be supplied to COMPANY by CONTRACTOR within 30 days ofthe effective date of AGREEMENT or prior to commencement of any activityat SITE whichever is earlier.

ARTICLE 31 CONFLICT OF INTEREST

31.1 CONTRACTOR shall conduct the WORK in a lawful manner which is consistentwith professional business practices and ethical standards.

31.2 Neither CONTRACTOR nor any of his affiliates shall in connection with theWORK enter into any contract and/or give any undertaking, pay anycommission, and/or bid, and/or enter into any joint venture partnership,and/or have any relation with a third party or any other arrangements toperform any services, to supply goods or equipment which COMPANY feelsmay be to the COMPANY's detriment.

1ARTICLE 32 CONFIDENTIALITY

32.1 CONTRACTOR shall not, without the prior written approval of the COMPANY,disclose or make available to any person other than for COMPANY use,directly or indirectly, except for the performance and implementation of theCONTRACT, any information acquired from COMPANY in connection with theperformance of the CONTRACT unless:

32.1.1 Such information is known to CONTRACTOR (as evidenced by his writtenrecords) prior to obtaining the same from COMPANY, or

32.1.2 Such information s in the public domain prior to the time of disclosure toCONTRACTOR, or

32.1.3 Such information is disclosed to CONTRACTOR by a third party who did notreceive the same, directly or indirectly, from COMPANY and who has, in thebest of CONTRACTOR's knowledge, no obligation of secrecy with respectthereto.

32.2 CONTRACTOR shall not without prior written consent of COMPANY discloseto any third party any information obtained or generated by theCONTRACTOR in the performance of the CONTRACT except to the extent thatsuch information falls within one of the categories of non-confidentialinformation described in sub-article 32,1 above.

32.3 CONTRACTOR shall take steps which may be necessary or appropriate inorder that their employee and/or agents and/or representatives adhere to theconfidentiality provisions herein. Appropriate clauses to carry out the

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purpose and intent hereof shall be included into all subcontracts entered intoby CONTRACTOR in relation to the WORK.

ARTICLE 33 APPL[CABLE LAWAND ARBITRATION

33.1 The construction validity and performance of this AGREEMENT and legalrelations of the PARTIES hereto shall be governed by the laws of Abu Dhabiand the UAE. Such laws include without limitation any ordinance, rule, decree,regulation or order of any governmental authority or agency of Abu Dhabi orthe UAE (state, national municipal, local or other).

33.2 ARBITRATION

Any dispute, claim or difference arising out of or related to this CONTRACT, orany breach thereof, shall be first referred to the PARTIES for an amicablesettlement and in the event such referral fails, shall be finally settled byarbitration in Abu Dhabi under Abu Dhabi Law and the laws of the UAE,applying the Rules of Conciliation and Arbitration of Abu Dhabi Chamber ofCommerce and Industry. The proceedings and all papers sent or presented inconnection therewith shall be in the English language. The arbitrator'sdecision shall be final and binding on the both PARTIES. Judgment upon theaward may be entered and executed in any court having jurisdiction. All costs,legal or professional fees, incurred in the arbitration shall be paid by thePARTY against whom the verdict is obtained.

ARTICLE 34 HEALTH, SAFETY AND SECURITY

34.1 CONTRACTOR shall at all times conduct and execute the WORK in such amanner as to avoid any risk of bodily harm to person or damage to WORK andproperty. CONTRACTOR shall promptly take all precautions which arereasonable or necessary to safeguard against such risks and shall make dailyinspection of the equipment and tools. CONTRACTOR shall be solelyresponsible for the discovery, determination and correction of any unsafeconditions prevailing or arising in connection with the performance of theWORK.

34.2 In addition, CONTRACTOR shall comply with all applicable safety rules, codesand standards including any safety program established by COMPANY.CONTRACTOR shall co-operate and co-ordinate with other contractors onsafety matters and shall promptly comply with any specific instructions ordirections given to the CONTRACTOR.

34.3 CONTRACTOR shall maintain accurate HSE records, accident and injuryreports and shall inform his personnel of safety practices and the requirementsof any safety program. CONTRACTOR shall furnish suitable safety gear orequipment and enforce the use of such equipment by his personnel includingany special regulation detailed in COMPANY procedures or safety regulations.


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ARTICLE 37 LANGUAGE

The text of this CONTRACT is in the English language and all other documentsrelating to this CONTRACT shall also be written, and communicationsconducted, in the English language.

ARTICLE 38 ENTIRE AGREEMENT

1 38.1 This CONTRACT embodies the entire agreement between the PARTIES relatingto the WORK, and the PARTIES shall not be bound by or be liable for anystatement, representations, promise, inducement or understanding of any kindor nature relating to the WORK, which is not set forth or provided for herein.

38.2 No changes, amendments or modifications to any of the terms or conditions ofthis CONTRACT shall be valid unless given in writing and signed by bothPARTIES.

38.3 All Pre Contract Correspondence & meetings recorded in minutes ofmeeting form an integral part & binding upon both parties under theprovisions of this agreement.

In WITNESS whereof, the PARTIES, in fullest understanding & compliance to the provisionsset forth in this document hereto, have entered into this AGREEMENT effective from the XXday o fXXXX XXXX.

For: Abu Dhabi Petroleum Ports For: [successful Bidder)Operating Company (IRSHAD}

Signature : Signature :

Name Name :

Position Position :

Witnessed by: Witnessed by:

Signature : Signature :

Name Name :

Position . Position :


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1 Annexure - I

Tender No. CD/34/14Enterprise Content Management

Implementation

Scope of Work

Tender No. CD/34/14Enterprise Content Management ImplemetationAnnexure I - Scope ofWork

9 Scope ofWork for ECM ImplementationnL-ki 1'..HA.

1...

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Scope ofWork

Prepared byAbu Dhabi Petroleum Ports Operating Company (IRSHAD)

Page 1 of 17

9 Scope ofWork for ECM ImplementationnL-kJ 'ImIHAI

ProjectEnterprise Content Management (ECM)Implementation

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9 Scope ofWork for ECM Implementation3LL.J I-.HA.

1.o Executive Summary 41.i Introduction 4

11.2 Project Overview - 4

2.o Requirementc 52.1 Scope ofWork 52.1.i Functional Requirements .............. 52.I.l.1 Capture' ..52.1.1.2 Document Management Requirements......................................................................................62.1.1.3 Workflow and Electronic Forms Requirements2. I.1.4 Store Requirementv ..82.1.1.5 Deliver Requirements2.1.1.6 User Interfhcp .9

2. l.1.7 Data Migration l 02.1.1.8 Integratinn 102.1.1.9 Training Requirement 102.1.1. IO System & Security Requirements 10

2.1.2 Technical Requirements -.... .ll2.1.2.1 ECM System Requirements.........................................................................................-.-.--.ll2.1.2.2 ECM User Interface Requirements..........................................................................................11

2.1.3 Formsto be enabled: ... ........... ................................... .12

2.2 Project Deliverables .152.3 Support& Service 152.4 Timeline .16

2.5 Bill ofOuantities . .16

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Scope of Work for ECM Implementation:,L-jlIWSHAD

1.0 EXECUTIVE SUMMARY

1.1 INTRODUCTION

Abu Dhabi Petroleum Ports Operating Co.- IRSHAD was established in 1979 as a jointventure between Abu Dhabi National Oil Company (ADNOC) 60% and Land and MarineNational Contracting Company (LAMNALCO) 40%. The company was formed to operate thepetroleum ports of JebelAI Dhanna and AI Ruwais and any other petroleum port in the emirate of Abu Dhabi. TheCompany acronym was changed to IRSHAD in 2002 to highlight its key function in the field ofmaritime piloting.

IRSHAD commenced handling the port of Jebel AI Dhanna in 1979 and succeeded within thefirst decade of its establishment to become the exclusive operator of all the petroleum portsin Abu Dhabi. The company now provides its services to the port5 of AI Ruwais, Jebel AIDhanna, Das Island, Zirku Island and Mubarraz Island.The prime activities of the company are:

. Berthing/Unberthing of oil and gas tankers & ships.I Supervising & Coordinating the Loading /Unloading of oil products on SPMs.o Providing dive and maintenance support to our customers.. Overseeing navigational aids in the channels of the Abu Dhabi Emirate which concerns

our customers. Provide offshore fire fighting. Provide offshore oil pollution combating

For more information, please visit our website: htto://wvm. irshad.ae

1.2 PROJECT OVERVIEW

Currently IRSHAD uses Zylab system for Document management System, for all the Companyrelated electronic documents. Currently it's used for few departments for limited users. Nowwe are planning to bring full Enterprise Content Management system in order to avoid anydata loss & enable process automation thought electronically, minimize the operation time.

Proiect Obiectives1. Increased efficiency and productivity through a well-managed records environment2. Optimize business processes, decreasing number of steps, saving time3. Lowering the cost, more effective Electronic Records Administration Management4. Business process improvements are achievable through implementing document

scanning, electronic document management and electronic records management.5. Provide records management for long-term archiving and the automation of retention

and compliance policies, and to ensure legal or regulator, record compliance

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9 Scope of Work for ECM ImplementationnL-J ''..HA.

6. System will provide document management for check-in/check-out, version control,security and library services for business documents

7. Develop a document repository8, Required Documents will be Integrated with existing ERP system9. Existing Zylab document5 will be transferred to the current ECM System

2.0 REQUIREMENTS2.1 SCOPE OF WORK

The project must include the following key deliverables

2.1.1 Functional Requirements:

2.1.1.1 Capture:1. Image processing features include rotation, straightening, color adjustment,

transposition, zoom, aligning, page separation, annotations and despeckling2. System should show the scanned Image as Preview in the System3. Error coding system is required on Capturing in order to understand level of error for

the users.4. System should capture the multiple forms and complex unstructured documents & map

them with the defined forms, fields automatically, should the workflow if required.5. System should have option to import e-mails and attachments to be automatically and

fully indexed into the system6, Ability to import content into your repository from direclly within an application such as

Microsoft Word or Excel.7. Abilityto capture and index documents from remote users through eithera web-based

connection or disconnected method (offline)8. Ability to view both the image and OCR results 5imultaneously.9. Admin User should able to create \ customize Forms, configure & map the capture

Fields, create indexing for the same.10. System should support local scanners & MFP Scanners. Local drive documents should be

able to import to the System.11. Arabic and English OCR, ICR, OMR,signature detection, bar code5, spell check, document

orientation options are required in Capturing & Processing12. User should be able to Drag\Drop files to the system13. Windows Folders can be synced with ECM System, when a file is placed, it will be

uploaded to ECM System.

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9 Scope ofWork for ECM Implementation:3L.i,jl1 IPHMAO

2.1.1.2 Document Management Requirements1. Users have the ability to check documents out of the system for access via a

localized copy that can be worked on, checked back n, and processed automatically.2. Ability to perform redaction without altering source document3. Indices can have primary subject categories, sub-categories, and so on, in a

hierarchical relational structure.4. Ability to save electronic file formats in system like PDF, Word, Excel, PowerPoint,

Text, Images, Media files (Audio, Video), Engineering Drawing5. Ability to hide a part of the document or image based on access level.6. Retention period should be handled based on different type of document attributes7. System indexing should be easily configurable based on our Requirement.8. Ability to identify and search for documents based upon document type9. Automatic Barcode/Zone recognition to index scanned documents10. Features Required in Document

a) Separating by them Pagesb) Merging documentc) Export the documentsd) Print documente) Edit & enhancementsf) Hide a portion of the documentg) Annotationsh) Notes & Mark5i) Linking Documents

11. Ability to grant/deny document viewing, editing and deletion based upon group oruser accounts from Active Directory

12. Support for concurrent system usage13. Support direct scan integration from multi-function devices (MFP Printer, Local

Scanners)

14. Ability to index and search for document5 based upon text, date, numeric,formatted or list fields.

15. Ability to view document access and modification audit trail16. Ability to export single ormultiple documents17. Ability to report on stored documents (analyze data)18. Ability to control and track the modification of documentsthrough multiple

revisions, allowing users to view prior revisions and track document history.19. The solution should clearly display the number of revisions associated with a specific

document. The solution should allow for the addition of comments per revision.20. Scan paper documents at 100 to 600 dpi on desktop scanners21. Ability to automatically track and dispose of documents based upon type and age22. Ability to stamp a specific revision of a document as a version, limiting which

revisions of a document a certain usercan 5ee.

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9 Scope ofWork for ECM Implementationj L.,J 'ISHAO

2.1.1.3 Workflow and Electronic Forms Requirements1, Workflow uses Rules-based document automation2. Workflow should able to create an audit trail, reports required on the same.3. Ability to retrieve or perform activity on related documents that may exist in the

solution's ECM repository (file server), outside of the documents that currently exist

1 within various stages of the workflow process.4. Electronic forms featuresa) Document import captureb) Web (online form submission)c) Web portal or SharePoint (form creation / submission through

portal)d) Index value design and structuree) Cross-referencingf) Notes / annotationsg) Workflow (form auto-triggers a workflow process)h) E-mail (form viewed as attachment)

5. View and annotate documents throughout the workflow process6. Workflow Initiation from

a) Scanningb) Enterprise text report processingc) Electronic forms processingd) Document import processinge) API \ Web Servicef) E-mail interfaceg) Adding documents already stored within the solution's repository to

a workflow process at a specific point-in-time7. System admin able to create Custom Workflow on document or form level.8. Electronic forms security based upon Active Directory \ UserGroups9. Workflow should have automatic event notification10. Digital Signature Feature is required on Workflow11. Workflow should be linked to ERP Leave system for backfill/reassignment.12. Ability to dynamically query document attributes & route them based on values in

Workflow.13. Allows user involvement during the process instances, e.g., enhancement of a process

on-line, to re-assign work tasks, re-prioritize tasks, and monitor audit trail.14. GUI based work flow development tool (creation and modification)15. Ability to provide for a document in a workflow to check an attribute (document

property or index value) on a related document and make the document s to be routed,based on pre-configured logic and rules.

16. Web base electronic forms for Workflow17. Workflow can be enabled across multiple forms18. Workflow should support condition based routing\approval, based on document or

external values like ERP.

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9 Scope ofWork for ECM ImplementationnL'J'1 FIHAO

19. Solution maintains revision control on electronic forms to offer flexibility to displayforms in their submitted state or with a new layout, allowing business processes toadvance.

20. Immediately upon import, based on the document type, the solution automaticallyidentifies with which workflow processes to associate a given document.

21. Workflow processes can be used by multiple departments22. Workflow features integrate through Company's email / collaboration platform. MS

Outlook/Exchange.23. Automatic Escalaton procedure can be invoked (should be configurable at any level of

work flow)24. While completing an electronic form, users have the ability to attach documents to it,

allowing those documents to automatically be associated with the form.25. Ability to perform parallel processing by automatically routing a single document

through multiple business processes simultaneously and allowing multiple users toaccess and work on the same document.

2.1.1.4 Store Requirements:1. Ability for multiple documents to be grouped together and treated by the system as

a single record, with a single retention plan.2. Ability to search on e-mail index values and / or perform a full-text search on e-mail

and attachment content.3. Backup process should be well defined and should have audit logs.4. Solution allows an administrator to create custom audit log entries tied to workflow

progress for the purpose of generating business process reports.5. Easy to use and restore from back up.6. Store documents in their original, native file format, not in a proprieta ry format7. Ability to encrypt data at the database level and at the file storage level, as well as

content that has been backed up / at rest.8. Solution allows a system administrator to perform an ad hoc audit on system-

related activities from within the client9. Able to archive all type of Documents Physical Docs, Media files, electronic

documents, emails, Images etc10. Ability to automate purging of documents, and Authorized user should be able to

purge document11. Automated purging or retention period should be able to configure by document

type and the subcategory or location, user, type etc.12. Ability for a document(s) to be dragged and dropped into a record (folder of

documents) and have this new document automatically inherit the recordsmanagement policy.

13. Solution provides the ability to access a document-level audit trail directly from thedocument.

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9 Scope ofWork for ECM Implementation= LLJ '1 IBHAO

2.1.1.5 Deliver Requirements1. Solution should contain an export tool for massive exporting of content in a non-

proprietary format. This should supply both the document and the index values.2. For numeric fields, the retrieval software should permit index searches based on

ranges of field values specified by the following relational expressions: greater than,less than, greater than or equal to, and less than or equal to.

3. System includes functionality to create PDF\TIFF\JPEG documents from retrievedimages

4. Files may be searched and retrieved by defined indices, key word(s), symbols, orsystem-assigned alphanumeric Ids.

5. Bulds a retrieval "hit list" of matches or near-matches.6. Ability to print all or a selected portion of an image.7. Ability to display text or image samples on screen when reviewing a search "hit list.

to assist in determining which files to retrieve.8. Documents should be able to print on network devices & local devices.9. Search for multiple document types in one search.10. Electronic signature support is Required11. Ability to retrieve documents by document title, classification, type, address,

customer name, number, or any other user-defined index value.12. Full Text Indexing to search for and retrieve files based on English & Arabic13 Searches can be limited to the current directory, selected directory or the current

plus any child directories.14. Ability to manipulate image displays by scaling, magnifying, or panning.15. For textual and numeric fields, the retrieval software should permit index searches

based on exact or partial matches of specified field values.16. For textual fields, the retrieval software should permit index searches based on root

word matches17. User5 can return to a search resu[t5 lists after viewing a result.18. Viewers should open to open multiple documents & multiple pages.19. Full text search capabilities that include Parse Concept, wild card, fuzzy, proximity,

and SOUNDEX.

2.1.1.6 User Interface1. System should have Web portal where user can access all his ECM related details.2. The ability to store and view multiple pages files3. Recently accessed files, quick access to mostly used files, saving the personalized

saved searches4. Easy navigation on Applications for Users to perform their work faster5. End user interface requirements (search, view, email and print documents from ECM)6. User Personalization on Pages7. Interfaces to standard mobile devices - Blackerry, iPad, iPhone, Windows Phone, and

Android.8. Administrative user (system administration and maintenance)

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Scope of Work for ECM Implementation4LkilIml/AI

9. Power user (all rights of end user plus scanning, indexing, deleting, recordsadministration)

2.1.1.7 Data Migration1. All the indexed document5 from existing System (Zylab) has to be transferred to the

new 5ystem2. Existing indexing , Form, Fields mapping should transferred to the Current system

with existing User access

2.1.1.8 Integration1. Should have API\Web service to add and retrieve document from ECM from any

other Application2. System API's should allow external user to access the document based on his

windows authentication3. System should have API\Web service to pull data from ERP system to show any

additional attributes\field5 in the existing document\form.4. ECM should have API\Web service to push data to any external ERP\custom

applications.

2.1.1.9 Training Requirement1. System Admin Training For IT Department2. Development, Customization \ Technical Training for IT Department3. User Training for all Users relative modules

2.1.1.10 System & Security Requirements1. System's ability to assign security at each of the following levels:

. User Groups

. Userso Document Type Groups. Document Types. Index Value5. Folders. Workflow. Capture ProcessI Forms

2. System's storage architecture should allow document5 and images to be stored atone too many different physical locations for the purpose of redundancy. If one ofthe locations were to have a failure, there would be no interruption of access to thedocuments

3. System should have security options for logging into the system by Active Directory

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Scope of Work for ECM Implementation2Luj 'IMOHAO

4. Ability to send documents as an encrypted PDF5. Ability for designated users to perform the following administrative tasks via the

web-based client:6. Ability to self-manage the system without continued vendor involvement7. System and software must be hosted in house8. Detailed System, Hardware, Database architecture along with specifications has to

be submitted.

2.1.2 Technical Requirements:2.1.2.1 ECM System Requirements

1. Server operating system support for Windows 2012 Server2. Windows client operating system support for Windows 8, Windows 7, Windows

XP3. Microsoft SQL Server database technology is preferred, still any RDBMS system is

accepted4. Active Directory and LDAP authentication to control document access5. SAN / NAS Storage Support6. Any web based technology used must be based on standard web platforms7. Email system integration via SMTP with email system through Exchange 2013.8. ECM System should our VMware virtual environment9. ECM System should our VEEM Backup solution10. ECM System should support Clustering Architecture, wilh Database, Application

Clustering

2.1.2.2 ECM User Interface Requirements1. Zero foot print web access client for user activities , administrative activities

(requires no additional software installed on the pc, including ActiveX controls)2. Desktop client and/or web access client for user activities (may require additional

software in

Tender Documents_0000.pdf

Documents

Transcript of Tender Documents_0000.pdf