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RAMATSETSE
(a)
(b)
PREFERED BIDDER have submitted a bid for THE DESIGN ,BUILD AND
OPERATION
OF
THE
INFORMATION
AND
COMMUNICATION
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)
OF
THE
INFORMATION
THE
AND
COMMUNICATION
1.
ABBREVIATION
Abbreviation
APC
APTMS
AVA
ATIS
ATMS
AVL
AVLC
BRT
Associated Term
Automatic Passenger Counter
Advanced Public Transport Management System
Automatic Voice Annunciator
Advanced Traveller Information System
Advanced Traffic Management System
Automatic Vehicle Location
Automatic Vehicle Location Control System
Bus Rapid Transit
2
Abbreviation
RRT
C2C
CCTV
CD
DT
DDE
DVR
EGPRS
FAT
FM
FPD
GIS
GPRS
GPS
GSM
GUI
ICASA
ISO
ISP
ITS
LAN
MTBF
MTTR
NDOT
NPS
ODBC
OLAP
OLE
PDU
PPFA
Qty
RDBMS
RTPI
SAT
SISS
SSS
SLA
TSP
TSPE
TSPR
USSD
UTC
VMS
VMU
Associated Term
Rustenburg Rapid Transit
Centre to Centre communication interface
Closed-Circuit Television
Compact Disc
Driver Terminal
Dynamic Data Exchange
Digital Video Recorder
Enhanced General Packet Radio Service
Factory Acceptance Test
Fleet Management
Flat Panel Display
Geographic Information System
General Packet Radio Service
Global Positioning System
Global System for Mobile communications
Graphical User Interface
Independent Communications Authority of South Africa
International Standards Organisation
Internet Service Provider
Intelligent Transportation Systems
Local Area Network
Mean Time Between Failures
Mean Time to Repair
National Department of Transport
National Payment System
Open Database Connectivity
On-Line Analytical Processing
Object Linking and Embedding
Passenger Display Unit
Preferential Procurement Policy Framework Act
Quantity
Relational Database Management System
Real Time Passenger Information
Site Acceptance Test
Station Information Sign System
SISS Server
Service Level Agreement
Transit Signal Priority
Transit Signal Priority Emitter
Transit Signal Priority Receiver
Unstructured Supplementary Service Data
Urban Traffic Control
Variable Message Sign
Vehicle Mounted Unit
Abbreviation
WAN
WAP
Wi-Fi
WLAN
WWW
XML
2.
Associated Term
Wide Area Network
Wireless Application Protocol
Wireless Fidelity (Wireless Network technology IEEE 802.11
etc.)
Wireless Local Area Network
World Wide Web
Extensible Markup Language
INTERPRETATION
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 partys 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;
1.9 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;
DEFINITIONS
shall
mean
MMELA
INVESTMENT
Company
of
STREET
business
10th
at
MELE
FLOOR,SUCCESS
HOUSE ,BRAAMFONTEIN ,
and
shall
mean
Rustenburg
Local
shall
mean
Bid
no:RLM/MM/0035/2014/15for
THE
INFORMATION
COMMUNICATION
ICT)
COMPONENT
AND
TECHNOLOGY(
FOR
THE
BIDDER
as
per
Bid
espoused
in
the
PREFERED
to
Bid
No:
RLM/MM/0035/2014/15
Effective date
means
of JULY 2015 to
Scope of work
in
the
specifications
as
this
standards,
agreement,
shall
practices,
methods
mean
and
undertaking
under
certain
circumstances;
RFB
Bid Specification
INFORMATION
COMMUNICATION
(ICT)
AND
TECHNOLOGY
COMPONENT
FOR
THE
COMMUNICATION
TECHNOLOGY(
FOR
THE
ICT)
COMPONENT
RUSTENBURG
RAPID
Sundays
and
public
holidays;
Client
Methodology
and
calculated
by
the
and
the
corresponding
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)
to
the
obtaining
or
(ii)
(iii)
and
Combating
of
(iv)
10
includes:
(a) Money, whether cash or otherwise;
(c) The
avoidance
of a
loss,
liability,
penalty,
11
any
discount,
commission,
rebate,
A.
12
a.2
Design
a.2.2
a.2.3
a.3
a.4
a.5
PREFERED BIDDER
shall be
other agencies, the authorities utilities and other parties which may
impact the project.
a.6
2.
2.2
2.3.
13
2.4.
2.5.
3.
ENVIRONMENTAL REQUIREMENTS
3.1
environmental
temperature,
humidity,
and
vibration
3.2
3.3.
14
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.
15
5.
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.
5.4.
5.5.
together
with
such
explanations
and
proof
of
16
5.8.
in terms PART C of
5.9. RLM shall pay amounts due on timeously submitted correct invoices
on 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.
17
6.SCOPE OF WORK
6.1.
6.2.
The approved design will form the basis for the system(s) supply
and commissioning as well as the maintenance activities.
6.3.
interfacing,
maintenance,
integration,
training
testing,
and
commissioning,
documentation
of
the
communication system.
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
18
system
and
the
wireless
communication system
6.4.2.7. To obtain and prepare base plans for design
(drawings to be made available to appointed
contractor only)
6.4.2.8 Co-ordinate with utilities and include utilities on base
plans
6.4.2.9. Conduct propagation analysis and field survey for all
sites
identified
for
radio
communications
and
19
comprehensive
wireless network
plan
Optical
fibre
cables
and
ducts
and
wireless
Message
Signs
(VMS),
Closed
Circuit
20
6.5.1.2.
6.5.1.3
6.5.1.4
6.5.1.5
6.5.1.6
6.5.1.7
6.5.1.8.
All
motorway
traffic
detection
systems
(traffic
sensors/cameras)
6. All traffic signal controllers
21
b.
c.
d.
e.
f.
g.
h.
i.
j.
k.
Design
of
associated
hardware,
software
and
22
l.
m.
n.
o.
p.
q.
r.
s.
Associated
project
management,
audits
control,
u.
v.
Provisioning
of
suitable
earthing
and
lighting
protection as needed;
w.
x.
6.5.1.12.
The
communication
system
cabinets
and
power
23
and
Maintenance
period
may
be
compensated
in
7.2
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.
24
8.
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
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
25
10.
Apply and conform to the standards and level of skill that would
constitute 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
10.4
10.5
10.6
26
11.
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
RLMs prior written consent which may not be arbitrarily withheld.
12.
BEE STATUS
Empowerment (BEE)
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
13.3. 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;
27
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;
proceedings
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;
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13.10.1.
13.10.2.
SUPPLY AND
15.1
29
15.2
16 CORRUPT ACTS
16.1
16.2
16.3
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
30
16.4.3
16.5
17.1 In the event that either party breached any provision of this
agreement; and
31
17.4.
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 partys documents confidential information and project
documentation which it has not contractual right to retain.
32
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;
the
parties
and
supersedes
any
prior
proposal,
33
20.PRINCIPLES
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.
34
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
24.1. Settlement
24.1.1.
35
24.1.2
24.2. Mediation
24.2.1.
24.2.2.
24.2.3.
24.2.4.
36
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.
37
26.
GOVERNING LAW
27.
RLM:
38
27.2.3.
27.2.4.
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
39
40
30. SIGNATURES
THUS SIGNED AT RUSTENBURG ON THIS THE____DAY
OF_______________2015
________________________________
MR BHEKI KHENISA
MUNICIPAL MANAGER
WITNESSES:
1.
____________________
2.
____________________
______________________________________________
MOHOBI WILSON RAMATSETSE
(Signatory herein warrants that is duly Authorised
to sign hereto for the above SERVICE PROVIDER)
WITNESSEES:
1.
_____________________
2.
_____________________
41