SA Express Airways (PTY) Ltd

Transcription

CONFIDENTIAL
PROVISION OF DRY AS WELL AS OCCASIONAL WET LEASE SIMULATOR SERVICES
FOR A PERIOD OF 36 MONTHS WITH THE OPTION TO EXTEND FOR ANOTHER 24
MONTHS
Request for Proposals
South African Express Airways (SOC) Limited
(Herein referred to as “SA EXPRESS”)
Registration Number: 1990/007412/30
PROVISION OF DRY AS WELL AS OCCASIONAL WET LEASE
SIMULATOR SERVICES FOR A PERIOD OF 36 MONTHS WITH
THE OPTION TO EXTEND FOR ANOTHER 24 MONTHS
REQUEST FOR PROPOSALS (RFP)
RFP No. SAX/16/07/0135
Issue Date:
Proposal Submission Time and Date:
Proposal Submission Address:
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5 September 2016
nd
12H00 SAST 4 October 2016 2 Floor
E Block Offices
1 Jones Road
Airways Park
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TABLE OF CONTENTS
CHAPTER 1 : INSTRUCTIONS TO BIDDERS
1
Glossary of Terms & Important Notice
2
SA Express Airways: An Overview
3
Purpose and Structure of RFP
4
Bid Process
5
Instructions to Bidders
6
Evaluation Structure and Criteria
CHAPTER 2 : PROPOSAL RETURNABLES
1
Mandatory Compliance Returnables
2
Comparative Evaluation Criteria Returnable
3
RFP Forms: Returnables
3.1
Bid Application Forms
3.2
Bid Cover Letter
3.3
Bidder’s Signatory Authority
3.4
Supplier Declaration of Interest (SBD-5 Form)
3.5
Authorisation Declaration (TCBD-1 Form)
3.6
Preference Points Claim Form In Terms Of The Preferential
Procurement Regulations 2011 (SBD-6.1 Form)
3.7
Declaration of Bidder’s Past Supply Chain Management Practices
(SBD- 8 Form)
CHAPTER 3 : TRANSACTION AGREEMENTS
1
Bidder Confidentiality Undertaking
2
General Conditions of Contract
CHAPTER 4 : FUNCTIONAL RFP SPECIFICATION
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1
Executive Summary
2
Background & Context
3
Period of Contract
4
Bid Programme
5
Bid Fee (If Applicable)
6
Provision of Services/Quality Prescription
7
Scope of Services
8
Proposal Guideline
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9
Pricing Proposal
10
Evaluation Process
11
Decision of the Board of Director of SA Express
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RFP CHAPTER 1
INSTRUCTIONS TO BIDDERS
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1.
1.1
GLOSSARY OF TERMS
GLOSSARY
Alternative Proposal
has the meaning set out in Chapter 1 of this RFP;
B-BBEE
has the meaning ascribed to the definition of “broadbased black economic empowerment” in the B-BBEE Act;
B-BBEE Act
means the Broad-Based Black Economic Empowerment
Act, 53 of 2003 and regulations promulgated thereunder,
as may be amended from to time to time;
Bidder
means an interested party in this RFP that has received
the bid documents and/or have submitted a Proposal(s)
in response to this RFP;
Commercial Close
means the date on which the Purchase Agreement and
Ancillary Agreements are signed;
Confidential
Information Provided
has the meaning ascribed to it in Chapter 3 of this RFP;
Cover Letter Format
means the form of the covering letter to a Proposal in the
form and substance provided in Chapter 1 of this RFP;
Government
means the government of the Republic of South Africa;
Mandatory Compliance
Requirements
has the meaning set out in this Chapter 2 of this RFP;
PFMA
means the Public Finance Management Act, 1 of 1999
and regulations promulgated thereunder, as may be
amended from to time;
Preferred Bidder
means, in relation to the RFP, the Bidder(s), who is or are
selected by SA Express, following the evaluation of
Proposals, as the party(ies) with whom to pursue
negotiations to conclude a Purchase Agreement;
Proposal
means the bid submitted by a Bidder in response to this
RFP;
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Proposal Submission
Address
means SA Express Airways, 2nd Floor, Block E Offices, 1
Jones Road, Airways Park.
Proposal Submission
Date
means 12H00 SAST 4 October 2016, being the last day
on which a Proposal may be submitted;
Returnable
means the documentation and information required to be
submitted by Bidder as outlined in Chapter 2 of this RFP;
RFP
means this request for proposals issued by SA Express;
SMME
means small medium and micro enterprises;
Skills Development
means socio-economic development initiatives towards
job creation, skills development, enterprise development,
community development, investment in revitalising local
economies, as more fully described
Standard Proposal
has the meaning set out in Chapter 1 of this RFP;
SA Express
means South African Express Airways SOC Ltd;
(registration number 1990/007412/30) and any operating
division thereof, as may be applicable from time to time;
Variant Proposal
Means a Proposal which differs from a Standard
Proposal, in the manner set out in the RFP;
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1.2
IMPORTANT NOTICE
1.2.1
Information Provided
SA Express provides the information which is contained in or sent with this RFP or which
is made available in connection with any further enquiries (collectively "the Information
Provided"), in good faith. This RFP document (which expression shall include all other
written information made available during this bid process) is being made available by SA
Express to potential Bidders on the condition that it is used solely for such procurement
process and for no other purpose.
No oral information pertaining to this RFP may be relied upon by any or Bidder(s).
Furthermore, oral information does not and shall not constitute Information Provided.
1.2.2
SA Express’ Obligation in relation to the Process, Liability to Costs
All costs incurred by Bidders in relation to any stage of the procurement and/or negotiation
process in respect of this RFP are for such Bidder’s account alone. SA Express assumes
no liability whatsoever in respect of such costs.
SA Express is not obliged to accept any Proposal or Response to this RFP or to appoint a
Preferred Bidder. Although this RFP describes the process, and anticipated timetable
relating to this RFP and the current requirements of SA Express, SA Express reserves the
right to terminate such a process, or to modify any of these matters from time to time
without incurring any liability.
1.2.3
The RFP does not constitute a Letter of Intent
Bidders or any other party should not consider this document as a letter of intent by SA
Express or any of its officials.
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1.2.4
No SA Express warranty as to completeness of information
Whilst reasonable care has been taken in preparation of this RFP and other related
documents, they do not purport to be comprehensive or to have been verified by SA
Express, its officials, officers, employees or advisers or any other person. Neither SA
Express nor any of its officials, officers, employees or advisers accepts any liability or
responsibility for the adequacy, accuracy or completeness of any of the information or
opinions stated in any of the aforementioned document(s).
1.2.5
No SA Express warranty or representation on information
Save to the extent provided in Chapter 3 of this RFP, no representation or warranty, express
or implied, is or shall be given by SA Express, or any of its officials with respect to the
information or opinions contained in this or any other document issued in relation to this
RFP or on which any such document is based. Any liability in respect of such
representations or warranties, howsoever arising is hereby expressly disclaimed.
1.2.6
Right to modify, amend or terminate the procurement process
SA Express reserves the right to amend, modify or withdraw this RFP, or to amend, modify
or terminate any of the procedures or requirements of the procurement process (which
terminates on the earlier of SA Express notification to that effect, or Commercial Close) at
any time, with prior written notice and without liability to compensate or reimburse any party
or person.
1.2.7
Right to accept single or multiple bidders
SA Express reserves the right to accept a bid from a single or multiple bidders depending on
acceptable commercial requirements.
1.2.8
No Solicitation of SA Express Staff
To maintain the integrity of this procurement process, no Bidder, or any of its agents may
make any offer(s) of employment to any SA Express officer, official or employee or staff who
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were directly engaged in the procurement process of a three (3) year period from
Commercial Close.
1.2.9
Stipulations are for the sole benefit of SA Express
Any requirement set out in this RFP regarding the content of a Response or Proposal is
stipulated for the sole benefit of SA Express, and saves as expressly stated to the
contrary, may be waived by SA Express at its sole discretion at any stage in this
procurement process. SA Express reserves the right to adopt any non-proprietary
Response or Proposal (or aspect thereof) made by any Bidder at any time and to include
such Response or Proposal in any document(s) pursuant to this procurement process
which may or may not be made available to other Bidders.
1.2.10 No Gifts
If any Bidder, or any of their respective employees, advisers or agents gives or offers to
give any gift to any public official of Government, or officer or employee of SA Express on
this either directly or through an intermediary then such Bidder, a Bidder and/or offending
person may be disqualified forthwith from participating in the procurement and
implementation of this process.
1.2.11 Confidentiality of Information
Subject to the Bidder Confidentiality Undertaking to be signed by each Bidder pursuant to
Chapter 3 to this RFP, each Bidder of this RFP agrees to keep confidential any information
of provided to it pursuant to this Procurement Process. Confidential information provided
may be made available to a Bidder and/or a Relevant Entity’s, employees and professional
advisers and financiers who are directly involved in the appraisal of such information (who
must be made aware of the obligation of confidentiality) but shall not, either in the whole or
in part, be copied, reproduced, distributed or otherwise made available to any other party
in any circumstances without the prior written consent of SA Express, nor may it be used
for any other purpose other than that for which it is intended. These requirements do not
apply to any information that is or becomes publicly available or is shown to have been
made so available (otherwise than through a breach of a confidentiality obligation).
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Bidders and their constituent members, agents and advisers, shall be required to sign
confidentiality agreements. All Confidential information provided (including all copies
thereof) remains the property of SA Express and must be delivered to SA Express on
demand. Further, by receiving this RFP each Bidder agrees to maintain its submission in
response to this RFP confidential from third parties other than SA Express, its officials,
officers, employees and advisers who are required to review same for the purpose of this
RFP.
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2.
SA EXPRESS AIRWAYS: AN OVERVIEW
2.1
BACKGROUND AND CONTEXT
2.1.1. SA Express is a commercial airline which is a wholly owned subsidiary of the Department
of Public Enterprise (DPE). It is a Schedule 2 entity in terms of the PFMA.
2.1.2. Albeit that SA Express operates in alliance with South African Airways (SAA), SA Express
is an independent business entity within the domestic market in the Republic of South
Africa and regionally on the African continent.
2.1.3. SA Express’ vision is to be a sustainable world-class regional airline with an extensive
footprint in Africa.
2.1.4. The core values which SA Express embodies are:
a)
We never compromise safety, no matter what
b)
Our customers are most important investor
c)
We partner with people across all operations
d)
We deliver with speed without compromising on quality
e)
We strive for continuous improvement
f)
We keep it simple
2.1.5. SA Express is committed to the advancement of all B-BBEE imperatives. To that end,
Bidders shall be required to include a section detailing how their implementation of this
tender shall contribute to this ideal.
The table below provides a breakdown of the current fleet composition at SA Express at
present.
Table 1: SA Express Fleet
Aircraft Type
Number in Fleet
Seat Capacity
Bombardier Q400
10
74
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Bombardier CRJ 200
10
50
Bombardier CRJ 700
4
70
3.
PURPOSE AND STRUCTURE OF RFP
3.1
GENERAL PURPOSE OF THE REQUEST FOR PROPOSALS
3.1.1
This RFP invites submission of Proposals for the Provision of Dry as well as occasional
Wet Lease Simulator Services.
3.1.2
It is the intention of SA Express, upon receipt of Proposals, to consider, and evaluate the
Proposals, and negotiate with selected Preferred Bidder.
3.2
THE RFP AS A SUITE OF DOCUMENTS
3.2.1
This RFP consists of a suite of documents comprised of the following Chapters
a)
Chapter 1: Instructions to Bidders - This Chapter contains comprehensive
instructions to Bidders.
b)
Chapter 2: Proposal Returnables - This Chapter provides the detailed
requirements for each Proposal, specifying the minimum information and
documentation to be incorporated in the Proposals.
c)
Chapter 3: Transaction Agreements - This Chapter contains the proposed form of
the principal agreements which shall be required to be entered into by the
prospective bidders with SA Express.
d)
Chapter 4: RFP Functional Specifications: This Chapter provides an outline of the
technical specifications for this RFP. It is requested of the bidder to complete the
attached Pricing Sheet in order to ensure seamless evaluation process.
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3.3
GOVERNING LAW
3.3.1
The procurement process for this RFP, together with documentation, the Purchase
Agreement, Ancillary Agreements and any other contracts arising therefrom, if any, are
and shall be governed by and construed according to the laws of the Republic of South
Africa.
3.3.2
The primary enabling pieces of legislation the Public Finance Management Act, 1999 (Act
1 of 1999), the Companies Act, 2008 (Act 71 of 2008), the Preferential Procurement Policy
Framework Act, 5 of 2000 and if applicable, the Broad-Based Black Economic
Empowerment Act, 5 of 2003, the South African Civil Aviation Act, 2009, the National
Treasury Regulations, the Department of Trade and Industry’s Guidelines on Complex
Structures and Transactions and Fronting, and the King Codes of Good Practice.
3.3.3
The Constitution of the Republic of South Africa shall take precedence over any other Law
and/or Regulations.
3.3.4 The Constitution and the PFMA provide that a state owned entity shall award contracts in
accordance with a system which is fair, equitable, transparent, competitive and cost
effective.
3.3.5
Further, the Constitution provides that an organ of state may implement a process which
gives preference to certain categories of persons or for the advancement of persons or
categories of persons disadvantaged by unfair discrimination.
3.3.6
SA Express supports the spirit of Broad-Based Economic Empowerment and recognises
that real empowerment can only be achieved when individuals and businesses conduct
themselves in accordance with the Constitution and codes of ethical business conduct.
Therefore, SA Express expressly condemns any form of fronting.
3.3.7
Bidders and all persons responding to this RFP and other subsequent procurement
documentation are expected to comply with applicable legislation and laws, in participating
in this procurement.
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3.3.8
Bidders are presumed to be familiar with all laws, rules and regulations, and Codes of
Good Practice that may in any way affect the goods or services contemplated herein and
all other laws governing the operations of their respective businesses.
3.3.9
In the event of a conflict between the provisions of this RFP and any relevant legal
requirements, the legal requirements shall prevail.
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4.
BID PROCESS AND PROGRAMME
4.1
BID PROCESS
4.1.1
The bid process consists of following phases:
a)
RFP Issue;
b)
Clarification of queries & questions;
c)
Submission of Proposal;
d)
Evaluation of Proposals, subject to a best and final offer (BAFO) phase, at the
discretion of SA Express;
e)
Selection and announcement of Preferred Bidder(s), and
f)
Site visit for facility audits and financial analysis
g)
Negotiations with the Preferred Bidder(s) to conclude the Contract and Service
Level Agreement.
5.
INSTRUCTIONS TO BIDDERS
5.1
SUBMISSION OF BIDS
5.1.1
Postponement of Bid Submission Date
SA Express reserves the right to postpone the stipulated date of the Proposal Submission.
5.1.2
Late Bids
No Proposal shall be received after the date and time outlined in Table 2.
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5.1.3
Bid Submission Address
Bids must only be submitted at the Bid Submission Address and labelled as follows:
PROVISION OF DRY AS WELL AS OCCASIONAL WET LEASE SIMULATORS
SERVICES FOR A PERIOD OF 36 MONTHS WITH THE OPTION TO EXTEND FOR
ANOTHER 24 MONTHS
TENDER REFERENCE: SAX/16/07/0135
NAME OF BIDDER: <Bidder’s name >
5.1.4
Incomplete Bids
Incomplete bids, namely bids that do not contain a response to each of the bid
requirements (summarised below), refer to 5.2.2 for detailed description:
a)
Mandatory Compliance Requirements; and
b)
Comparative Evaluation Criteria.
shall be marked as incomplete, and may, at SA Express’s sole discretion, may be
rejected without further consideration.
5.1.5
Bid Validity Period
Bids shall remain valid and open for acceptance for a period of one hundred and twenty
(120) days from the Bid submission date, plus any mutually agreed extension of the Bid
validity period.
SA Express may, in exceptional circumstances, request Bidder(s) for an extension of the
Proposal validity period, prior to the expiry of the original Proposal validity period. The
request and the response thereto shall be made in writing. Bidder(s) agreeing to the
request shall not be permitted to modify its Proposal.
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5.1.6
Format of Bids
Bidder(s) are requested to submit their Bid(s) in a clearly structured way. All parts of the
Bid(s) are to be clearly headed, pages must be numbered and a detailed content listing is
to be provided. The Proposals should follow a consistent numbering system that allows for
easy cross-referencing, both within the Bid and the RFP.
All Proposals must be submitted in the format prescribed below:
a)
One (1) original printed and bound file plus two (2) hard copies thereof in one or
more file(s) (clearly marked as ‘original’, and each copy marked as ‘copy 1’, to
‘copy 5).
b)
Any colour documents shall have to be reproduced in colour in all the two (2)
copies;
c)
The original copy must be signed in BLACK INK and initialed by an authorized
employee on each and every page of the bid proposal;
d)
Proposal(s) must be complete, comprehensive and be in English.
Bidders must ensure to submit all relevant information.
A cover letter with contact details for the authorised person representing the lead member
of the Bidder should be submitted, in the format provided herein.
Details on the format of the Proposals are contained in RFP Chapter 2.
5.1.7
Correspondence
All correspondence from the Bidder(s) must be addressed to the Procurement Officer and
must be signed (including email signature) by an authorised person(s), legally binding the
Bidder(s). All such signatures must indicate the name(s) of the person(s) signing them,
their position(s) and the name of their organisation.
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5.2
STANDARD PROPOSAL TO BE SUBMITTED
5.2.1
Bidders who elect to submit Proposals are required to submit a Standard Proposal.
5.2.2
Bidders shall be evaluated on three stages:
5.2.2
a)
Mandatory
b)
Functionality
c)
Pricing / B-BBEE: 90/10 Preferential Points
A Standard Proposal is comprised of the following elements:
a)
Mandatory Compliance Requirements;
i.
Original Tax Clearing Certificate, valid on submission date;
ii.
Latest Audited Financial Statements / Accounting Officer Letter for start-up
iii.
Supplier Declaration of Interests (SBD-5);
iv.
B-BBEE Certificate, valid on submission date;
v.
Signatory Authority; and
vi.
Provide the Following applicable Qualifications and Approvals:

Compliant with the Financial Advisory and Intermediaries Services Act
(FAIS) (Act 37 of 2002);
b)

Proof of Membership with the Financial Services Board (FSB);

Proof of Membership with the Financial Intermediaries Association (FIA)

Lloyd Accredited Agent

Reserve Bank Approval of hard currency premiums and claims.
Comparative Evaluation Criteria, comprised of:
i.
Functionality
ii.
Proposed price; and
iii.
B-BBEE
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5.2.3 Mandatory Compliance Requirements
The Mandatory Compliance Requirements are briefly described in this RFP Chapter 1.
More information shall be contained in RFP Chapter 2. These minimum requirements must
be complied with by the Bidder(s) to be evaluated further. SA Express reserves the right to
disqualify Bidders who do not meet the Mandatory Compliance Requirements.
5.2.4
Comparative Evaluation Criteria
In terms of regulation 4 of the Preferential Procurement Regulations pertaining to the
Preferential Procurement Policy Framework Act, 2000 (Act 5 of 2000), responsive bids
shall be adjudicated by the State on the 90/10-preference point system in terms of which
points are awarded to bidders on the basis of:
a)
The bid price (maximum 90 points)
b)
Historically disadvantaged individuals as well as specific goals (maximum 10
points)
5.3
COST OF SUBMITTING PROPOSALS
5.3.1
Each Bidder shall bear all costs associated with the preparation and submission of its
Proposal(s), including all its own costs attendant on any stages of the procurement
process.
5.3.2
If a Bidder(s) is in breach of the provisions contained in this RFP and/or other applicable
legal requirements, then SA Express shall have the right to recover from the said Bidder,
whose conduct has tainted the process any other damages or costs to SA Express
flowing from such termination.
5.4
LIAISON STRUCTURE
5.4.1
Bidders are advised to address all correspondence relating to this Bid to
[email protected]
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5.4.2
All correspondence received shall be responded to in writing to the respective Bidder. All
queries addressed to the Procurement Officer must be in writing and signed by the
Bidder(s)’ contact person as indicated in the Response or Proposal, as the case may be.
All queries must be received before the date outlined in Table 2, and no queries shall be
accepted thereafter.
5.4.3
Any clarification which may be required by SA Express in respect of a Proposal shall be
addressed by way of a clarification note(s) addressed to the Bidder concerned. All
clarification notes to each Bidder shall be sequentially numbered.
5.4.4
Bidder(s), their respective agents, advisors and related parties may not contact the
employees, advisors of SA Express, or any of their official(s) engaged in the RFP, with a
view to offering, whether directly or indirectly, any one or more of them employment
opportunities with the Bidder.
5.5
NATURE OF INFORMATION OFFERED
5.5.1
All materials and data which are submitted by Bidders shall become the sole property of
SA Express, with the exception of copyrighted material, trade secrets or other proprietary
information clearly identified as such by Bidders.
5.5.2
SA Express undertakes to keep confidential all information received from any Bidders
which is clearly identified as confidential in such Bidder’s submission and/or Proposal(s)
provide such information is not already in the public domain or in the hands of SA Express
or required to be disclosed by SA Express in terms of legal or regulatory requirements on
the condition that Bidders shall be deemed by their submission of a Proposal to agree to
indemnify SA Express and hold SA Express harmless from any claim or liability and
defend any action brought or legal step taken against SA Express for its refusal to disclose
materials marked confidential, trade secret or other proprietary information to any person
seeking access thereto.
5.5.3
Alternatively, Bidder(s) can make a written statement to that effect in their Proposal, that in
respect of their Proposal, Bidder(s) shall have waived its right to non-disclosure and to
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authorise SA Express to provide a copy of the relevant materials/data or any part thereof
to third parties on due request.
5.6
CONFIDENTIALITY UNDERTAKING
5.6.1
All Confidential Information provided (including all copies thereof) remains the property of
SA Express and must be delivered to SA Express on demand. Further, by receiving this
RFP each Bidder and its members agree to maintain its submission in response to this
RFP confidential from third parties other than SA Express and its officials, officers and
advisers who are required to review the same for the purpose of the RFP procurement
process.
5.7
BRIEFING NOTES
5.7.1
Briefing Notes shall be issued, where applicable, for any and all communications by SA
Express to Bidders and for any amendment(s) which may be effected to the RFP. Briefing
Notes shall be sequentially numbered. It shall be the responsibility of each Bidder to
ensure that it refers to and takes account of such Briefing Note(s) in any submission(s) to
SA Express, or its Proposal. A Briefing Note shall only be issued in respect of a Bidder
query if the response thereto is, in SA Express’s determination, either of general
application or has the effect of modifying the RFP.
5.8
CLARIFICATION NOTES
5.8.1
Clarification Notes shall be issued by SA Express to a Bidder in reply to any written
clarification request submitted by that Bidder. Clarification Notes shall be sequentially
numbered and distributed to all bidders.
5.9
UNETHICAL CONDUCT
5.9.1
SA Express adheres to ethical and transparent business practices
5.9.2
Any impropriety in any respect shall not be tolerated.
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5.9.3
If any Bidder, or any of their employees, shareholders, representatives, advisers or agents
make or offers to make any gift or other gratuity to any public official of Government, or
employee of SA Express, relevant authority, or consultant to SA Express on the RFP
either directly or through an intermediary, SA Express reserves the right to terminate its
relationship, without prejudice to any of SA Express’ rights in terms of this RFP, with any
Bidder or responsible party/entity.
5.9.4
Bidder(s) shall be required at the time of submitting their Proposals to give an undertaking
that all reasonable efforts have been made to avoid irregularities, bribery and corruption.
5.9.5
SA Express reserves the right to request Bidders to conclude an anti-bribery undertaking
agreement with SA Express, at any time during the Bid Process, to contractually bind all
participants to the undertakings referred to in this section.
5.10
GROUNDS FOR DISQUALIFICATION
5.10.1 The following events, in addition to any other events contained in this RFP, constitute
(without being exhaustive) those grounds upon which a Bidder (or if appropriate in SA
Express’s determination, any Member thereof) may be disqualified at any stage of this
RFP–
a)
an infringement of the Bidder Confidentiality Undertaking by any Bidder, Member
or any director, officer, agent, trustee or advisor of the Bidder and/or Member; an
infringement of the Bidder Confidentiality Undertaking by any Bidder, Member or
any director, officer, agent, trustee or advisor of the Bidder and/or Member;
b)
past, present, or future participation by any Bidder, Member or any director, officer,
agent, trustee or advisor of the Bidder and/or Member in any activity which may
constitute corruption, bribery or impropriety, during the Project procurement
process, or any other government procurement process;
c)
an infringement by any Bidder ,Member or any director, officer, agent, trustee or
advisor of the Bidder and/or Member of any one or more of the provisions
prescribed in this RFP.
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5.10.2 Any Bidder and/or their constituent Member(s) that engages or communicates with any of
the officials, agents or advisors to SA Express on any matter concerning this RFP at any
time during this process, without due authority, shall be disqualified from further
participation.
5.10.3 Bidders are required to submit correct and true information. Failure to provide correct and
true information constitutes a ground of disqualification.
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6.
Evaluation Structure and Criteria
6.1
EVALUATION STRUCTURE
6.1.1
SA Express has a phased adjudication process comprising of the following:
a)
Bid Specification Committee & Procurement Officer- of bid responses whereby all
bid submission shall be checked for completeness and compliance to Mandatory
Compliance Requirements as outlined in this RFP.
b)
Bid Evaluation Committee– of bid submissions functionality, price and B-BBEE
requirements as outlined in this RFP; and
c)
Bid Adjudication Committee- the approval of a preferred and/or alternate bidder for
appointment by the CEO or the Board where applicable.
6.2
EVALUATION CRITERIA
The evaluation criteria are comprised of two principle categories, being the Mandatory
Compliance Requirements and Comparative Evaluation Criteria.
6.2.1
Mandatory Compliance Requirements
The detail of the Mandatory Compliance Requirements is set out in Part 1 of RFP Chapter
2. The section below sets out some of the salient features of the Mandatory Compliance
Requirements.
a)
Clearance Certificate / Tax Payer Certificate
Each Bidder shall be required to submit an official valid tax clearance certificate
from the South African Revenue Service, and if any of them is an external (foreign)
entity not yet operating in South Africa, proof of "good standing" with the relevant
taxation authority in the country of origin shall be required. If the country does not
issue such proof then they should provide same from their auditors. If the tax
clearance certificate has expired within two weeks prior to the Proposal
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Submission Date, then the Bidder, or Member must submit the expired original tax
clearance certificate and a stamped proof of application for a new tax clearance
certificate.
b)
B-BBEE Rating Verification Certificates (Local Companies)
Each Bidder shall be required to provide, as at the Proposal Submission Date, a
valid B-BBEE rating certificate issued by a verification agency accredited by the
South African Accreditation System (SANAS) or a registered auditor approved by
the Independent Regulatory Board of Auditors (IRBA). Where the Bidder is a joint
venture, a rating certificate for the joint venture is to be submitted.
c)
Supplier Declaration of Interest (SBD-D Form)
Each Bidder and shareholder, or member thereof, as the case may be shall be
required to submit a formal declaration in respect of the absence of conflicts of
interest. Such declaration is to be made in the form provided as Part 3 to Chapter 3
of this RFP.
d)
Financial Capacity
Bidders shall be required to demonstrate that they are an established entity and
have sufficient committed financial support from either or both their own financial
resources or from their financiers, to allow them to meet the requirements of the
RFP Procurement Process. The documentation which shall be required of Bidders
as evidence of financial capacity is set out in Chapter 2 of this RFP.
e)
Company Registration Documents
Bidders are required to submit proof of company registration with the relevant
authority.
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e)
Signatory Authority
Where the Bidder(s) is a single legal entity, the principal or person(s) duly
authorised to legally bind the legal entity concerned shall sign the original
Proposal. Each such person(s) shall be properly authorised to sign such
documentation by way of a formal resolution by the board of directors, or its
equivalent, of the organisation concerned. Copies of such an authorisation,
authorising the signatory to the Proposal, resolution, properly dated, must
accompany each Proposal in the format provided herein.
In addition, every signatory shall make a written declaration that all documentation
signed is factually correct and true.
f)
Company Qualifications and Approvals
Bidders are required to submit proof of qualifications and/or approvals which
comply with the National Competent Aviation Authority. (Please refer to 5.1)
If after the Proposal Submission Date, SA Express determines that a Bidder has failed to
submit any of the documents required in this RFP, SA Express will afford the Bidder(s) an
opportunity to submit the missing documents within 7 working days from the day of
request, failure to do so, SA Express reserves the right to disqualify Bidders who do not
meet the Mandatory Compliance Requirements.
6.2.2
Comparative Evaluation Criteria
The detail of the Comparative Evaluation Criteria is set out in this RFP documents. The
section below sets out some of the salient features of the primary components of the
Comparative Evaluation Criteria.
a)
Overall Plan and Approach – see Returnable 2 in RFP Chapter 2
i)
This criterion contemplates the overall coherence and structure of the
Proposal, and the overall likelihood that it shall achieve the RFP objectives.
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ii)
The Bidder plan for this RFP shall have to be clearly described, be
demonstrably robust and achievable, and include a commitment to
developing and maintaining a cooperative and responsive relationship with
SA Express and other key stakeholders. The precise information and
documentation to be provided by Bidders is set out Chapter 2 of this RFP.
iii)
In evaluating the above, SA Express shall consider the following:
aa)
the extent to which the offer is consistent with and aligned to SA
Express’s requirements and objectives for this Procurement
Process;
bb)
the extent to which the Bidder’s proposal offers value for money and
a turn-key solution for SA Express;
cc)
the credibility, consistency, deliverability and cohesiveness of the
Bidder’s Standard Proposal with regard to the information supplied
under each section of Chapter 2 of this RFP.
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RFP CHAPTER 2
PROPOSAL RETURNABLES
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INTRODUCTION
1.1
PROPOSAL RETURNABLE DOCUMENTS
1.1.1
The purpose of this RFP Chapter 2 is to provide the detailed compliance requirements
that must be fulfilled by each Bidder for its Proposal.
1.1.2
Each Returnable is designed to meet the needs of a specific evaluation criterion,
although in some cases a Returnable may contain material relevant to more than one
evaluation criterion.
1.1.3
Each Bidder is required to provide all of the information requested in these Returnables
in accordance with the requirements set out in Chapter 1 of this RFP. Each Bidder
should include any information in relation to each section of the Proposal Returnables
that it considers relevant to its Proposal.
1.1.4
The Bidder must provide the information required by the Proposal Returnables clearly,
succinctly and in a manner that demonstrates an understanding of SA Express’
expectations, having regard to the objectives of this RFP and how these expectations
shall be met. Consistency in terminology is requested and ambiguous language should
be avoided.
1.1.5
Each Bidder should note that although the Proposal Returnables have been structured
to reflect the Evaluation Criteria, SA Express shall apply these Evaluation Criteria
generally across the Bidder’s Proposal.
1.1.6
Each Bidder must in its Proposal provide information that adequately responds to
requirements and in doing so acknowledges and accepts that its Proposal constitutes an
offer capable of acceptance by SA Express.
1.1.7
Documents comprising each Section must be clearly marked and should comprise a
unifying coding system that identifies the total number of documents for that Section (for
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example 1 of 2, 2 of 2). Cross-referencing between Sections is permitted, however any
and all accuracy and adequacy of cross-referencing shall be at the risk of the Bidder.
1.1.8
A Proposal should be provided in A4 portrait format (unless otherwise specified).
1.1.9
Whilst every effort has been made to consolidate all Returnables in Chapter 2 of this
RFP, if any other Chapter of the RFP requires information or documentation to be
provided by Bidders which is not repeated or requested for in Chapter 2 of this RFP,
such information or documentation is to be provided by Bidders under a separate
Section titled 'Other Information Requested', indicating in respect of each item of
information or document provided, the RFP Chapter and section of the RFP Chapter
which requests the information or documentation furnished.
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1. MANDATORY COMPLIANCE RETURNABLES
1.1
GENERAL
1.1.1 Proposals submitted must comply and address the Mandatory Compliance Requirements
in order to qualify for participation in the comparative evaluation criteria process.
1.2
MANDATORY COMPLIANCE REQUIREMENTS
1.2.1
Proposal Cover Letter
Each Bidder must submit a covering letter to its Proposal in the form and substance
provided in Part 1 (Cover Letter Format) of Annexure C (Proposal Forms) to RFP
Chapter 1. For the avoidance of doubt only one cover letter is required to be submitted
by a Bidder irrespective of whether or not a Bidder submits a Variant Proposal and/or
Alternative Proposal.
1.2.2
Bidders Details and Information on Bidder(s)
Proposals must contain the following minimum information in respect of the Bidder(s),
and if the Bidder(s) is incorporated, then in respect of the Bidder and each shareholder
(or equivalent) thereof, and if the Bidder is not incorporated, then in respect of each
Sponsor and Relevant Entity thereof ("Member"), namely:
a)
form of enterprise (e.g. company, trust, partnership, individual, etc.); and
b)
proof of registration, including but not limited to, country of incorporation, nature
of legal formation and corporate documentation.
1.2.3
Tax Clearance Certificate
Each Bidder, and if not incorporated, then each Sponsor and Relevant Entity is required
to provide, as at the Proposal Submission Date, a valid tax clearance certificate from the
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South African Revenue Service. If not yet operating in South Africa, proof of "good
standing" with the relevant taxation authority in the country of origin is required.
The Preferred Bidder shall be required prior to Commercial Close, to provide a valid tax
clearance certificate from the South African Revenue Service.
1.2.4
B-BBEE Rating Verification Certificates
Each Bidder is required to provide a B-BBEE rating certificate for the Bidder. Only BBBEE rating certificates issued by a verification agency accredited by the South African
Accreditation System (SANAS) or a registered auditor approved by the Independent
Regulatory Board of Auditors (IRBA) (only valid until 30 September 2016) .
Where the Bidder is a consortium, either –
a)
the B-BBEE rating certificate of the incorporated entity through which the Bidder
joint venture or consortium is submitting its Proposal, is required to be provided;
or
b)
the B-BBEE rating certificates of each and every member of the Bidder
consortium or joint venture, including each Sponsor, Relevant Entity and any
other member thereof, if any is required to be provided.
1.2.5
Supplier Declaration of Interest
Each Bidder and shareholder, or Member thereof, as the case may be is required to
submit a formal declaration in respect of the absence of conflicts of interest which is
provide herein in the form of a Supplier’s Declaration of Interest (SBD 5 Form).
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1.2.6
Financial Capacity
Bidders are required to demonstrate that they are an established business and have
sufficient committed financial support from either or both their own financial resources.
Bidders should provide at least the following:
a)
details of each entity’s current ownership structure, company profile and
historical trading position, in accordance with the requirement for a special
purpose vehicle company to be established;
b)
certificate of good standing from the Bidder’s bankers;
c)
confirmation letter of good corporate citizenship and ethical conduct (i.e. that the
Bidder has not been involved in money laundering and terrorist activities); and
d)
copies of the latest audited financial statements for the three most recent
financial years, supporting documentation and any material changes in financial
position since the date of the last audited financial statements.
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2.
COMPARATIVE EVALUATION CRITERIA RETURNABLES
2.1
GENERAL
2.1.1. Bidders have to demonstrate a commitment to develop and maintain a cooperative,
responsive and mutually beneficial relationship with SA Express and other key
stakeholders.
2.1.2. The purpose of this Returnable 2 is to provide Bidders with a comprehensive outline of
all the information, data and/or documents to be contained in their Bid submission.
2.2
SUITABILITY
2.2.1. Bidders are to submit a fully comprehensive profile which outlines, but not limited to, the
following:
a)
Individual company/joint venture/consortium shareholders certificate(s)
b)
Credentials of the company including all current licenses
c)
Structure of the company
d)
Bidder Operating Organisation – Provide an overview of the operating structure
and geographical locations of the company at the national, regional, and local
levels.
e)
Bidder Operating Equipment – provide an overview of the current equipment per
airport/station. Bidders are to indicate the date of acquisition and its status
(new/used) at acquisition.
f)
Company Contact(s) – Provide the name, title, street address, city, state,
telephone and fax numbers and e-mail of the primary company’s contact person,
and for any sub-Contractors.
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2.3
PRICING
2.3.1. Bidders are requested to submit their pricing proposal based on the table provided in
Chapter 4 of this RFP (scope of services) in order to execute consistent and comparable
responses.
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3. RFP FORMS: RETURNABLES
3.1
BIDDER INFORMATION FORM
BIDDER INFORMATION
Name of Bidder
Type of Entity
(e.g. Limited Liability Company
/ Joint Venture / Consortium /
Other)
Company Registration No
Date and country of
registration
Registered address of the
Entity
Website address
HEAD OFFICE
Street address
Postal address
Telephone No
Facsimile No
E-mail
CONTACT PERSONS
Name (s)
Telephone (s)
Facsimile No (s)
E-mail
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BIDDER CONTACT PERSON (For Administration Purposes)
Name (s)
Street address
Postal address
Telephone No
Facsimile No
E-mail
BIDDER LEAD CONTACT PERSON
Name (s)
Employer
Designation/Position held
Street address
Postal address
Telephone No
Facsimile No
E-mail
- lead person: individual responsible for the submission of a Bid (Proposal) by the Bidder
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NAME OF
SHAREHOLDER
SHAREHOLDING
- To be completed if the Bidder is an incorporated company, listed on any securities
exchange, it is required to identify its majority shareholder or largest shareholder, as at
Response Closing Date.
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3.2.
BID COVER LETTER
[INSERT APPROPRIATE LETTERHEAD]
--------------------------------------[Insert name and address of person / company / entity giving the undertakings]
SA EXPRESS- PROVISION OF DRY AS WELL AS OCCASIONAL WET LEASE SIMULATOR
ANOTHER 24 MONTHS BID
1.
We, the [insert name of Bidder], led by [insert name of lead member] are pleased to
submit the Proposal enclosed with this letter, as our Proposal in response Proposal to
the Request for Proposals ("RFP") issued by SA Express Airways SOC Ltd ("SA
Express") during……………………………………………..[insert date]
2.
As appears more fully in the enclosed Proposal,
the…………………………………………….. [insert name of Bidder(s)] is comprised of the
following entities –
2.1
…………………………………………….. [insert names of members of the
Bidder(s)]
3.
The following documents are submitted separately:
3.1
Confidentiality Undertaking; and
3.2
Standard Proposal.
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4.
Having examined the content of the Proposal, I/We, the undersigned confirm and
warrant that the all statements made and information supplied in the Proposal are both
true and correct.
5.
I/We acknowledge that this letter and all parts of our Proposal and other documents that
constitute my/our Proposal, are binding in respect of all of the representations and/or
undertakings made as part of the Proposal, and I/we hereby confirm that we have
authority to bind our members.
6.
I/We acknowledge and accept your authority to carry out, directly or through your
advisors, any investigation you may deem necessary to verify the truthfulness of the
statements and documents submitted and to obtain clarification of my/our legal and/or
technical and/or financial ability to provide the services contemplated in the scope of the
RFP, and our ability to duly comply with the requirements of the RFP documentation,
which we are responding to. To this end, we authorise, by our signature hereto, to obtain
information from any person, or institution pertaining to our consortium and/or our
Proposal, including that which relates to the members of the …………………………..
[insert name of Bidder(s)], to the extent relevant and require for the conduct of due
diligence and/or evaluation of our Proposal, from whomsoever may be in possession of
thereof.
7.
I/We agree that the terms contained in the RFP shall be binding upon us and the
members of our organisation/consortium/joint venture.
8.
We further agree and/or undertake and/or represent that by signing of this letter that -
8.1
each member the ……………………………………………..[insert name of Bidder(s)] is
fully acquainted with all the legal provisions prevailing in South Africa in respect of the
realisation of the ……………………………………………..[insert title of Bid] and that it
shall comply therewith;
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8.2
our Proposal has been submitted independently, without consultation, communication, or
agreement for restricting competition, with any other Bidder or to any other
competitor/potential competitor;
8.3
unless otherwise required by law, in which case we would notify SA Express in writing,
our Proposal has not been knowingly disclosed and shall not, knowingly be disclosed
prior to opening, directly or indirectly to any other Bidder(s), member of another
Bidder(s) or to any competitor/ potential competitor;
8.4
no attempt has been made or shall be made by us or any member of the
…………………………………………….. [insert name of Bidder (s)] to induce any other
person or firm not to submit a Proposal for the purpose of restricting competition;
8.5
save as discussed in writing to SA Express, the Proposal in response to the RFP is true;
8.6
save for any disclosures in writing to SA Express, each member has –
8.6.1
not passed a resolution nor is the subject of an order by the court for its windingup;
8.6.2
not been convicted of a criminal offence relating to the conduct of its business or
profession;
8.6.3
not committed an act of grave misconduct in the course of its business or
profession;
8.6.4
fulfilled obligations relating to the payment of taxes under the laws of the
Republic of South Africa or the relevant tax authority; and
8.6.5
not made any misrepresentation in providing any of the information required in
relation to the proposed RFP.
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9.
I/We understand and accept that our Proposal shall constitute a binding and irrevocable
offer by the…………………………………………….. [insert name of Bidder(s)] to SA
Express to the RFP until acceptance or rejection thereof by SA Express within one
hundred and twenty (120) days of the date of submission hereof.
10.
I/We understand that SA Express is not bound to accept any Proposal, which it may
receive and that SA Express shall not defray any expenses incurred by me/us in the
preparation of our Proposal.
11.
I/We acknowledge that this letter and all parts of the Performance Bond, Standard
Proposal and Variant Proposal and/or Alternative Proposal (if applicable) and other
documentation, which constitute our Proposal duly bind all our members as well.
12.
I/We choose domicilium citandi and executandi at
……………………………………………
……………………………………………
……………………………………………
……………………………………………
Yours faithfully
……………………………………
[SIGNATURE]
NAME: …………………………………………………………
[BLOCK CAPITALS]
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TITLE: …………………………………………………
DATED THIS ………………………… DAY OF …………………………………20…
ON BEHALF OF………………………………………………………………………
[BLOCK CAPITALS]
ADDRESS
…………………………………………………………………………………………………………
……………………………………………………………………………………………………………
WITNESSES:
1.
………………………………………………………
2.
………………………………………………………
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3.3
SIGNATORY’S AUTHORITY
COMPANY LETTER
By the resolution of the Board of Directors at a meeting held at ……………………………….. on
…………………………………. 20… whose signature appears below, has been duly authorised
to sign and thereby bind ……………………………….. [insert name of the Bidder(s)] and its
members in relation to all documents in connection with the proposed RFP Bid Process. A copy
of the resolution authorising the signatory to sign the relevant documents is attached herewith.
SIGNED FOR AND ON BEHALF OF COMPANY:
…………………………………………………………………
IN HIS CAPACITY AS:
…………………………………………………………………
DATE:
…………………………………………………………………
SPECIMEN SIGNATURE OF SIGNATORY:
…………………………………………………………………
WITNESSES:
1.
………………………………………………………
2.
………………………………………………………
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3.4
DECLARATION OF INTEREST (SBD-5 FORM)
1.
Any legal person, including persons employed by the state¹, or persons having a
kinship with persons employed by the state, including a blood relationship, may make
an offer or offers in terms of this invitation to bid (includes a price quotation, advertised
competitive bid, limited bid or proposal). In view of possible allegations of favouritism,
should the resulting bid, or part thereof, be awarded to persons employed by the state,
or to persons connected with or related to them, it is required that the bidder or his/her
authorised representative declare his/her position in relation to the
evaluating/adjudicating authority where-
-
the bidder is employed by the state; and/or
-
the legal person on whose behalf the bidding document is signed, has a
relationship with persons/a person who are/is involved in the evaluation and or
adjudication of the bid(s), or where it is known that such a relationship exists
between the person or persons for or on whose behalf the declarant acts and
persons who are involved with the evaluation and or adjudication of the bid.
2.
In order to give effect to the above, the following questionnaire must be
completed and submitted with the bid.
2.1
Full Name of bidder or his or her representative: ……..…………………………………….
2.2
Identity Number: …………………………………...……………………………………………
2.3
Position occupied in the Company: …………….…………………………………………..
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(director, trustee, shareholder²)
2.4
Company Registration Number: ………………………………………………………..…….
2.5
Tax Reference Number: ……………..…….………………………………………….………
2.6
VAT Registration Number: …………………………………………………………………....
2.6.1
The names of all directors / trustees / shareholders / members, their individual identity
numbers, tax reference numbers and, if applicable, employee / persal numbers must
be indicated in paragraph 3 below.
¹“State” means –
(a) any national or provincial department, national or provincial public entity or constitutional
institution within the meaning of the Public Finance Management Act, 1999 (Act No. 1 of
1999);
(b) any municipality or municipal entity;
(c) provincial legislature;
(d) national Assembly or the national Council of provinces; or
(e) Parliament.
²”Shareholder” means a person who owns shares in the company and is actively involved in the
management of the enterprise or business and exercises control over the enterprise.
2.7
Are you or any person connected with the bidder
YES / NO
presently employed by the state?
2.7.1
If so, furnish the following particulars:
Name of person / director / trustee / shareholder/ member: ...………………………………
Name of state institution at which you/the person connected to the bidder is employed:
……………………………………………………………………………………………………
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Position occupied in the state institution: ………………………………………………..…
Any other particulars:
……………………………………………………………………………………………………..
………………………………………………………………………………………………………
………………………………………………………………………………………………………
2.7.2
If you are presently employed by the state, did you obtain
YES / NO
the appropriate authority to undertake remunerative
work outside employment in the public sector?
2.7.2.1 If yes, did you attached proof of such authority to the bid
YES / NO
document?
(Note: Failure to submit proof of such authority, where applicable, may result in the
disqualification of the bid.
2.7.2.2 If no, furnish reasons for non-submission of such proof:
………………………………………………………………………………………………………
………………………………………………………………………………………………………
………………………………………………………………………………………………………
2.8
Did you or your spouse, or any of the company’s directors /
YES / NO
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trustees / shareholders / members or their spouses conduct
business with the state in the previous twelve months?
2.8.1
If so, furnish particulars:
………………………………………………………………………………………………………
………………………………………………………………….. ………………………………….
…………………………………………………………………...................................................
2.9
Do you, or any person connected with the bidder, have
YES / NO
any relationship (family, friend, other) with a person
employed by the state and who may be involved with
the evaluation and or adjudication of this bid?
2.9.1
If so, furnish particulars.
……………………………………………………………..........................................................
.......…………………………………………………………..……………………………………
………………………………………………………………………………………………………
2.10
Are you, or any person connected with the bidder,
YES/NO
aware of any relationship (family, friend, other) between
any other bidder and any person employed by the state
who may be involved with the evaluation and or adjudication
of this bid?
2.10.1 If so, furnish particulars.
………………………………………………………………………………………………………
………………………………………………………………………………………………………
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2.11
Do you or any of the directors / trustees / shareholders / members
YES/NO
of the company have any interest in any other related companies
whether or not they are bidding for this contract?
2.11.1 If so, furnish particulars:
………………………………………………………………………………………………………
……….……………………………………………………………………………………………
FULL DETAILS OF DIRECTORS / TRUSTEES / MEMBERS / SHAREHOLDERS.
Full Name
4
Identity
Number
Personal Tax
Reference
Number
State Employee
Number /
Persal Number
DECLARATION
I, THE UNDERSIGNED (NAME)………………………………………………………
CERTIFY THAT THE INFORMATION FURNISHED IN PARAGRAPHS 2 and 3 ABOVE IS
CORRECT.
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I ACCEPT THAT THE STATE MAY REJECT THE BID OR ACT AGAINST ME IN TERMS OF
PARAGRAPH 23 OF THE GENERAL CONDITIONS OF CONTRACT SHOULD THIS
DECLARATION PROVE TO BE FALSE.
…………………………………..
Signature
..……………………………………………
Date
………………………………….
Position
………………………………………………
Name of bidder
3.5
AUTHORISATION DECLARATION (TCBD-1 FORM)
NAME OF THE BIDDER:________________________________________________________
RFP No_____-__________: DESCRIPTION _______________________________________
CLOSING DATE: _____/______/________
Are you sourcing the goods or services from a third party?
YES
NO
* If you have answered YES to the above question, please provide full details in the table
below of the third party(ies) from whom you are sourcing the goods or services.
1. Declaration by the bidder where the bidder is sourcing goods or services from a third
party.
The bidder hereby declares the following:1.1
The bidder is sourcing the goods or services listed in the TCBD 1.1 attached, from a
third party in order to comply with the terms and conditions of the bid.
1.2
The bidder has informed the third party of the terms and conditions of the bid and the
third party is acquainted with the said terms and the description of the goods or services
listed in the TCBD 1.1.
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1.3
The bidder has received the attached, unconditional written undertaking from the third
party to supply the goods or services listed in the TCBD1.1 in accordance with the terms
and conditions of the bid document for the duration of the contract. A template has been
attached (TCBD1.2) that is to be used for the purpose of the third party undertaking.
1.4
The bidder confirms that all financial and supply arrangements for goods or services
have been mutually agreed upon between the bidder and the third party.
2. The bidder declares that the information contained herein is true and correct.
3. The bidder acknowledges that the State reserves the right to verify the information
contained therein and if found to be false or incorrect may invoke any remedies
available to it in the bid documents.
SIGNATURE BY THE BIDDER
Signed at ____________________________ on the _______ day of __________ 20_______
Signature____________________________ Full name_______________________________
Designation__________________________________________________________________
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List of goods or services offered
Bid Item No
Brand Name
Name of the company from
Address and contact details of the
where the goods or services
company from where the goods or
will be sourced
services will be sourced
(Should the table provided not be sufficient for all the items offered, please provide additional information as an
attachment and it must be properly referenced to this document)
Note:
The authorisation letter must be on the official letterhead of the third party
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A separate letter must be included for each third party
The authorisation letter must be addressed to the Bidding Company
Name of Bidding Company
Address of Bidding Company
Attention:
Dear Sir/Madam
AUTHORISATION LETTER: RFP No.:___________________
We, _________________________________________________ (Name of Third Party) hereby
authorise you, ________________________________________________ (Name of Company)
to include the products listed below in your bid submission for the abovementioned contract.
We confirm that we have firm supply arrangements in place, and have familiarised ourselves with
the item descriptions, specifications and bid conditions relating to item/s listed below.
Item no.
Description of product
Brand name
(Should the table provided not be sufficient for all the items offered, please provide additional
information as an attachment and it must be properly referenced to this document)
Yours faithfully,
_________________________________
Signature of Third Party
Date: ___________________________
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3.6
PREFERENCE POINTS CLAIM FORM IN TERMS OF THE PREFERENTIAL
PROCUREMENT REGULATIONS 2011 (SBD-6.1 FORM)
This preference form must form part of all bids invited. It contains general information and
serves as a claim form for preference points for Broad-Based Black Economic Empowerment (BBBEE) Status Level of Contribution
NB:
BEFORE COMPLETING THIS FORM, BIDDERS MUST STUDY THE GENERAL
CONDITIONS, DEFINITIONS AND DIRECTIVES APPLICABLE IN RESPECT OF BBBEE, AS PRESCRIBED IN THE PREFERENTIAL PROCUREMENT
REGULATIONS, 2011.
1.
GENERAL CONDITIONS
1.1
The following preference point systems are applicable to all bids:
-
the 80/20 system for requirements with a Rand value of up to R1 000 000 (all
applicable taxes included); and
-
the 90/10 system for requirements with a Rand value above R1 000 000 (all
applicable taxes included).
1.2
The value of this bid is estimated to exceed/not exceed R1 000 000 (all applicable taxes
included) and therefore the 90/10 system shall be applicable.
1.3
Preference points for this bid shall be awarded for:
(a)
Price; and
(b)
B-BBEE Status Level of Contribution
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1.3.1
The maximum points for this bid are allocated as follows:
POINTS
1.3.1.1
PRICE
90
1.3.1.2
B-BBEE STATUS LEVEL OF CONTRIBUTION
10
Total points for Price and B-BBEE must not exceed
100
1.4
Failure on the part of a bidder to fill in and/or to sign this form and submit a B-BBEE
Verification Certificate from a Verification Agency accredited by the South African
Accreditation System (SANAS) or a Registered Auditor approved by the Independent
Regulatory Board of Auditors (IRBA) or an Accounting Officer as contemplated in the
Close Corporation Act (CCA) together with the bid, will be interpreted to mean that
preference points for B-BBEE status level of contribution are not claimed.
1.5.
The purchaser reserves the right to require of a bidder, either before a bid is
adjudicated or at any time subsequently, to substantiate any claim in regard to
preferences, in any manner required by the purchaser.
2.
DEFINITIONS
2.1
“all applicable taxes” includes value-added tax, pay as you earn, income tax,
unemployment insurance fund contributions and skills development levies;
2.2
“B-BBEE” means broad-based black economic empowerment as defined in section 1
of the Broad-Based Black Economic Empowerment Act;
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2.3
“B-BBEE status level of contributor” means the B-BBEE status received by a
measured entity based on its overall performance using the relevant scorecard contained
in the Codes of Good Practice on Black Economic Empowerment, issued in terms of
section 9(1) of the Broad-Based Black Economic Empowerment Act;
2.4
“bid” means a written offer in a prescribed or stipulated form in response to an invitation
by an organ of state for the provision of services, works or goods, through price
quotations, advertised competitive bidding processes or proposals;
2.5
“Broad-Based Black Economic Empowerment Act” means the Broad-Based Black
Economic Empowerment Act, 2003 (Act No. 53 of 2003);
2.6
“comparative price” means the price after the factors of a non-firm price and all
unconditional discounts that can be utilized have been taken into consideration;
2.7
“consortium or joint venture” means an association of persons for the purpose of
combining their expertise, property, capital, efforts, skill and knowledge in an activity for
the execution of a contract;
2.8
“contract” means the agreement that results from the acceptance of a bid by an organ
of state;
2.9
“EME” means any enterprise with an annual total revenue of R5 million or less;
2.10
“Firm price” means the price that is only subject to adjustments in accordance with the
actual increase or decrease resulting from the change, imposition, or abolition of customs
or excise duty and any other duty, levy, or tax, which, in terms of the law or regulation, is
binding on the contractor and demonstrably has an influence on the price of any supplies,
or the rendering costs of any service, for the execution of the contract;
2.11
“functionality” means the measurement according to predetermined norms, as set out
in the bid documents, of a service or commodity that is designed to be practical and
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useful, working or operating, taking into account, among other factors, the quality,
reliability, viability and durability of a service and the technical capacity and ability of a
bidder;
2.12
“non-firm prices” means all prices other than “firm” prices;
2.13
“person” includes a juristic person;
2.14
“rand value” means the total estimated value of a contract in South African currency,
calculated at the time of bid invitations, and includes all applicable taxes and excise
duties;
2.15
“sub-contract” means the primary contractor’s assigning, leasing, making out work to, or
employing, another person to support such primary contractor in the execution of part of a
project in terms of the contract;
2.16
“total revenue” bears the same meaning assigned to this expression in the Codes of
Good Practice on Black Economic Empowerment, issued in terms of section 9(1) of the
Broad-Based Black Economic Empowerment Act and promulgated in the Government
Gazette on 9 February 2007;
2.17
“trust” means the arrangement through which the property of one person is made over
or bequeathed to a trustee to administer such property for the benefit of another person;
and
2.18
“trustee” means any person, including the founder of a trust, to whom property is
bequeathed in order for such property to be administered for the benefit of another
person.
3.
ADJUDICATION USING A POINT SYSTEM
3.1
The bidder obtaining the highest number of total points will be awarded the contract.
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3.2
Preference points shall be calculated after prices have been brought to a comparative
basis taking into account all factors of non-firm prices and all unconditional discounts;.
3.3
Points scored must be rounded off to the nearest 2 decimal places.
3.4
In the event that two or more bids have scored equal total points, the successful bid must
be the one scoring the highest number of preference points for B-BBEE.
3.5
However, when functionality is part of the evaluation process and two or more bids have
scored equal points including equal preference points for B-BBEE, the successful bid
must be the one scoring the highest score for functionality.
3.6
Should two or more bids be equal in all respects, the award shall be decided by the
drawing of lots.
4.
POINTS AWARDED FOR PRICE
4.1
THE 80/20 OR 90/10 PREFERENCE POINT SYSTEMS
A maximum of 80 or 90 points is allocated for price on the following basis:
80/20
Pt  P min 

Ps  801 

P min 

or
90/10
or
Pt  P min 

Ps  901 

P min 

Where
Ps
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=
Points scored for comparative price of bid under consideration
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Pt
=
Comparative price of bid under consideration
Pmin
=
Comparative price of lowest acceptable bid
5.
Points awarded for B-BBEE Status Level of Contribution
5.1
In terms of Regulation 5 (2) and 6 (2) of the Preferential Procurement Regulations,
preference points must be awarded to a bidder for attaining the B-BBEE status level of
contribution in accordance with the table below:
B-BBEE Status
5.2
Number of points Number of points
Level of Contributor
(90/10 system)
(80/20 system)
1
10
20
2
9
18
3
8
16
4
5
12
5
4
8
6
3
6
7
2
4
8
1
2
Non-compliant contributor
0
0
Bidders who qualify as EMEs in terms of the B-BBEE Act must submit a certificate issued
by an Accounting Officer as contemplated in the CCA or a Verification Agency accredited
by SANAS or a Registered Auditor. Registered auditors do not need to meet the
prerequisite for IRBA’s approval for the purpose of conducting verification and issuing
EMEs with B-BBEE Status Level Certificates.
5.3
Bidders other than EMEs must submit their original and valid B-BBEE status level
verification certificate or a certified copy thereof, substantiating their B-BBEE rating issued
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by a Registered Auditor approved by IRBA or a Verification Agency accredited by
SANAS.
5.4
A trust, consortium or joint venture, will qualify for points for their B-BBEE status level as
a legal entity, provided that the entity submits their B-BBEE status level certificate.
5.5
A trust, consortium or joint venture will qualify for points for their B-BBEE status level as
an unincorporated entity, provided that the entity submits their consolidated B-BBEE
scorecard as if they were a group structure and that such a consolidated B-BBEE
scorecard is prepared for every separate bid.
5.6
Tertiary institutions and public entities will be required to submit their B-BBEE status level
certificates in terms of the specialized scorecard contained in the B-BBEE Codes of Good
Practice.
5.7
A person will not be awarded points for B-BBEE status level if it is indicated in the bid
documents that such a bidder intends sub-contracting more than 25% of the value of the
contract to any other enterprise that does not qualify for at least the points that such a
bidder qualifies for, unless the intended sub-contractor is an EME that has the capability
and ability to execute the sub-contract.
5.8
A person awarded a contract may not sub-contract more than 25% of the value of the
contract to any other enterprise that does not have an equal or higher B-BBEE status
level than the person concerned, unless the contract is sub-contracted to an EME that
has the capability and ability to execute the sub-contract.
6.
BID DECLARATION
6.1
Bidders who claim points in respect of B-BBEE Status Level of Contribution must
complete the following:
7.
B-BBEE STATUS LEVEL OF CONTRIBUTION CLAIMED IN TERMS OF
PARAGRAPHS 1.3.1.2 AND 5.1
7.1
B-BBEE Status Level of Contribution:
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……… =
……… (maximum of 10 or 20 points)
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(Points claimed in respect of paragraph 7.1 must be in accordance with the table reflected
in paragraph 5.1 and must be substantiated by means of a B-BBEE certificate issued by
a Verification Agency accredited by SANAS or a Registered Auditor approved by IRBA or
an Accounting Officer as contemplated in the CCA).
8
SUB-CONTRACTING
8.1
Will any portion of the contract be sub-contracted?
YES / NO
(delete which is not applicable)
8.1.1
If yes, indicate:
(i) what percentage of the contract will be subcontracted? ............……………….…%
(ii) description of activities or services to be performed or delivered by the subcontractor
(iii) the name of the sub-contractor?…………………………………………………………..
(iv) the B-BBEE status level of the sub-contractor? ……………..
(v) whether the sub-contractor is an EME?
YES / NO
(delete which is not applicable)
9
DECLARATION WITH REGARD TO COMPANY/FIRM
9.1
Name of company/firm
..................................................................................
:
9.2
VAT registration number
9.3
Company registration number
:..................................................................................
…………………………………………………………………….
9.4
TYPE OF COMPANY/ FIRM

Partnership/Joint Venture / Consortium

One person business/sole propriety
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:
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
Close corporation

Company

(Pty) Limited
[TICK APPLICABLE BOX]
9.5
DESCRIBE PRINCIPAL BUSINESS ACTIVITIES
………….. ...............................................................................................................................
……………… ..........................................................................................................................
…………….. ............................................................................................................................
9.6
COMPANY CLASSIFICATION

Manufacturer

Supplier

Professional service provider

Other service providers, e.g. transporter, etc.
[TICK APPLICABLE BOX]
9.7
Total number of years the company/firm has been in business?
……………………………………
9.8
I/we, the undersigned, who is / are duly authorised to do so on behalf of the
company/firm, certify that the points claimed, based on the B-BBE status level of
contribution indicated in paragraph 7 of the foregoing certificate, qualifies the
company/ firm for the preference(s) shown and I / we acknowledge that:
(i)
The information furnished is true and correct;
(ii)
The preference points claimed are in accordance with the General
Conditions as indicated in paragraph 1 of this form.
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(iii)
In the event of a contract being awarded as a result of points claimed as
shown in paragraph 7, the contractor may be required to furnish
documentary proof to the satisfaction of the purchaser that the claims
are correct;
(iv)
If the B-BBEE status level of contribution has been claimed or obtained
on a fraudulent basis or any of the conditions of contract have not been
fulfilled, the purchaser may, in addition to any other remedy it may have
(a)
disqualify the person from the bidding process;
(b)
recover costs, losses or damages it has incurred or suffered as a
result of that person’s conduct;
(c)
cancel the contract and claim any damages which it has suffered
as a result of having to make less favourable arrangements due
to such cancellation;
(d)
restrict the bidder or contractor, its shareholders and directors,
or only the shareholders and directors who acted on a fraudulent
basis, from obtaining business from any organ of state for a
period not exceeding 10 years, after the audi alteram partem
(hear the other side) rule has been applied; and
(e)
forward the matter for criminal prosecution
WITNESSES:
1.
………………………………………
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SIGNATURE(S) OF BIDDER(S):
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……………………………………
………………………………………
2.
DATE:………………………………..
ADDRESS:…………………………..
….………………………………
3.7
DECLARATION OF BIDDER’S PAST SUPPLY CHAIN MANAGEMENT PRACTICES
(SBD-8 FORM)
1.
This Standard Bidding Document must form part of all bids invited.
2.
It serves as a declaration to be used by institutions in ensuring that when goods and
services are being procured, all reasonable steps are taken to combat the abuse of the
supply chain management system.
3.
4.
The bid of any bidder may be disregarded if that bidder, or any of its directors have:
a)
abused the institution’s supply chain management system;
b)
committed fraud or any other improper conduct in relation to such system; or
c)
failed to perform on any previous contract.
In order to give effect to the above, the following questionnaire must be completed
and submitted with the bid.
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Item
Question
Yes
No
4.1
Is the bidder or any of its directors listed on the National Treasury’s
Yes
No
Yes
No
Yes
No
Yes
No
database as companies or persons prohibited from doing business with
the public sector?
(Companies or persons who are listed on this database were
informed in writing of this restriction by the National Treasury after
the audi alteram partem rule was applied).
4.1.1
4.2
Is the bidder or any of its directors listed on the Register for Tender
Defaulters in terms of section 29 of the Prevention and Combating of
Corrupt Activities Act (No 12 of 2004)?
To access this Register enter the National Treasury’s website,
www.treasury.gov.za, click on the icon “Register for Tender
Defaulters” or submit your written request for a hard copy of the
Register to facsimile number (012) 3265445.
4.3
Was the bidder or any of its directors convicted by a court of law (including
a court outside of the Republic of South Africa) for fraud or corruption
during the past five years?
4.3.1
4.4
Was any contract between the bidder and any organ of state terminated
during the past five years on account of failure to perform on or comply
with the contract?
4.4.1
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CERTIFICATION
I, THE UNDERSIGNED (FULL NAME)……………………………………………………….
CERTIFY THAT THE INFORMATION FURNISHED ON THIS DECLARATION FORM IS TRUE
AND CORRECT.
I ACCEPT THAT, IN ADDITION TO CANCELLATION OF A CONTRACT, ACTION MAY BE
TAKEN AGAINST ME SHOULD THIS DECLARATION PROVE TO BE FALSE.
………………………………………...
Signature
……………………………………….
Position
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…………………………………
Date
………………………………
Name of Bidder
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RFP CHAPTER 3
TRANSACTION AGREEMENTS
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1.
BIDDER CONFIDENTIALITY UNDERTAKING
[Insert name and address of person / company /entity giving the undertakings]
Dear Sirs/Madam
SA EXPRESS PROVISION OF DRY AS WELL AS OCCASIONAL WET LEASE SIMULATOR
ANOTHER 24 MONTHS
1.
Introduction
1.1
SA Express Airways SOC Limited ("SA Express"), in pursuance of its procurement
process on the in respect of its Request for Proposals ("RFP") issued during
…………………………………………….. [insert date], to which the form of this
confidentiality undertaking letter (the "Letter") is attached as Part 1 of Chapter 3 of this
RFP (Bidder Confidentiality Undertaking).
1.2
We recognize and acknowledge that –
1.2.1
all Bidders (including our members, sponsors, consultants and advisers, if any)
are required to particularly treat all information as “STRICTLY CONFIDENTIAL”
("Confidential Information");
1.2.2
the Confidential Information is being made available to us solely for the purpose of
and to the extent required by us as a Bidder to provide the most suitable solution,
formulate and submit a Proposal, to clarify any aspect of our Proposal at the
request of SA Express, and if appointed as Preferred Bidder, to negotiate the
conclusion of a Purchase Agreement(s);
1.2.3
the Confidential Information shall not be disclosed to us for any purpose other
than that recorded in paragraph 1.2.2 above that such information would not have
been made available to us but for the undertakings as to confidentiality contained
in this Letter.
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1.3
Terms defined in RFP Chapter 1 are accorded the same meanings in this Letter.
2.
The Undertakings
2.1
Subject to the paragraph below, we shall:
2.1.1
treat all Confidential Information as secret and confidential;
2.1.2
only disclose the Confidential Information to our directors, officers, employees,
agents and/or professional advisers, who strictly need to receive and consider the
Confidential Information for the purposes of this RFP, and who have, prior to
receiving such information, agreed with us in writing to be bound by the terms of
this Letter as if they were a party to it;
2.1.3
not disclose the Confidential Information to anyone, other than the persons
referred to in paragraph 2.1.2 above; and
2.1.4
not use the Confidential Information for any purpose other than that recorded in
paragraph 1.2.2 above.
2.2
We undertake that our directors, officers, employees, agents and/or professional advisors
(referred to in paragraph 2.1.2 above) are legally bound by the confidentiality undertaking
of similar nature to the one contained herein, which restrict them from disclosing any
Confidential Information contrary to the undertakings and covenants made by us, in this
Letter and that they are aware of 2.2.1
the confidential nature of the Confidential information that shall be made available
to them from time to time as part of the procurement process; and
2.2.2
2.3
our obligations of confidentiality contained in this Letter.
We shall promptly notify SA Express if we become aware of any breach of confidence by
any person, firm or corporation to whom we have divulged all or any part of the
Confidential Information or who becomes aware of it in an unauthorised way, and shall
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give SA Express reasonable assistance in connection with any proceedings which SA
Express may institute against such person, firm or corporation for breach of confidence or
otherwise.
3.
Exceptions
3.1
We shall be under no obligation to keep confidential any Confidential Information that we
demonstrate 3.1.1
was known to us at the time of its disclosure to us by SA Express and was not
acquired in any way directly or indirectly from SA Express or any of our, directors,
officers, agents, employees or professional advisers and provided that such
information is not known to be subject to any other duty of confidentiality owed to
SA Express or any other person; or
3.1.2
is in, or has, after disclosure to or acquisition by us, entered the public domain
other than by reason of a breach of the undertakings given pursuant to this Letter
or any breach by any other person of any obligation of confidentiality owed by that
person.
3.2
We shall be entitled to disclose any Confidential Information if and to the extent that
we are required to do so by any law or by any court or regulatory agency or authority,
provided that, except to the extent prohibited by law or regulation, we notify SA
Express as soon as possible upon becoming aware of any such requirement and give
SA Express reasonable assistance in connection with any legally available steps which
SA Express may take to resist or narrow such requirements.
4.
Returning Confidential Information
4.1
Following termination of our participation in the procurement process as a Bidder(s) and
upon receipt of a written request from SA Express we shall 4.1.1
return to SA Express or destroy all documents and all other materials containing
or reflecting any Confidential Information, together with any copies, which are in
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our possession or control or in the possession or control of any of our directors,
officers, agents, employees or professional advisers and which are in a form
capable of delivery or destruction; and
4.1.2
expunge all Confidential Information from any computer, word processor or similar
device into which it was programmed by us or on our behalf or by our professional
advisers or on their behalf.
4.2
We acknowledge that neither the return of any Confidential Information nor the expunging
of any of the same from our records shall release us from our obligations under this
Letter.
5.
Indemnity
If this Letter has been breached by us or our directors, officers, agents, employees, or
professional advisers then we shall fully indemnify, protect, defend and hold harmless SA
Express, or any of its directors, officers, agents, employees, or professional advisers
("Indemnified Persons") from and against any and all actions, claims, demands,
proceedings, liabilities or judgements and any and all losses, damages, costs, charges
and expenses of whatever nature and in whichever jurisdiction which may be instituted,
made or alleged against, or which are suffered or incurred by any Indemnified Person
and which relate to or arise directly or indirectly from any such breach.
6.
Duration
The obligations undertaken by us under this Letter shall continue indefinitely after
signature of this Letter for as long as the Confidential Information remains confidential
without publication thereof into the public domain by us, or any of our directors, officers,
agents, employees, or professional advisers.
7.
Relief
In the event of any breach by us (or any of our directors, officers, agents, employees, or
professional advisers) of the undertakings in this Letter, we recognise that SA Express, in
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addition to any other remedies which may be available to SA Express at law, shall be
entitled as set out in Chapter 1 of this RFP to terminate our participation as a Bidder or a
Bidder in the procurement process.
8.
Waiver
No failure or delay in exercising any right, power or privilege under this Letter shall
operate as a waiver of it, nor shall any single or partial exercise of it preclude any further
exercise.
9.
Severable
The provisions of this Letter shall be severable in the event that any of the provisions are
held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable
and the remaining provisions shall remain enforceable to the fullest extent permitted by
law.
10.
Governing Law
This Letter shall be governed by and construed in accordance with the laws of the
Republic of South Africa.
Yours faithfully,
[insert name and address of the person / company / entity giving the undertakings and the name,
designation and address of the signatory]
______________________________________
who warrants that he/she is duly authorised hereto
______________________________________
who warrants that he/she is duly authorised hereto
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______________
Date
______________
Date
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General conditions of contract
1.
PREAMBLE
1.1
The general terms and conditions set out in this Agreement shall be applicable to the
entity that is awarded the bid by SA Express.
1.2
By signing the RFP documents prospective Bidder confirm that they have read and
warrant that they understand the RFP documents and in particular the following additional
information:
1.2.1
The conclusion of this Agreement does not in any way whatsoever give rise to a
presumption of a binding contract or agreement between SA Express and the
bidders.
1.2.2
SA Express reserves the right to include, in the Agreement any other specific
terms and conditions that may arise out of the RFP documents and contract
negotiation process.
1.2.3
Once all suspensive conditions, if any, and contract negotiations have been
successfully complied with, the successful bidder shall receive a letter of
Appointment signed by an authorised SA Express official together with any
additional terms or conditions applicable to their appointment.
1.2.4
Notwithstanding anything contained in the RFP advertisement and/or RFP
documents, SA Express reserves the right to accept or reject any bid and/or
tender and to annul the tendering process and reject any or all bids received at
any time, without incurring any liability or obligation to the affected bidder(s) or any
obligation to inform the affected bidder(s), of the grounds for SA Express’ actions
of rejecting annulling any bid process
1.2.5
SA Express does not bind itself to accept the lowest or any other bid and/or
tender.
1.3
Any further variation or additional terms and or conditions to the Agreement shall be
reduced in writing, signed by SA Express Official and the entity that is awarded the bid.
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PART 1-INTRODUCTION
2.
DEFINITIONS: In this Agreement, unless otherwise stated, or the context otherwise
indicates, the under mentioned words and expressions shall, when used in this
Agreement including in this definitions clause bear the meanings ascribed to them:
2.1
“Agreement” shall mean this agreement together with all Annexures attached to it;
2.2
“Business Day” shall mean any day from Monday to Friday excluding weekends and
public holidays;
2.3
“Confidential information” shall mean all SA Express’ confidential business and
technical information, data and documents necessary or useful for the carrying on by SA
Express or in its business which shall include, but shall not be limited to operating
procedures, quality control procedures, approximate operation personnel requirements,
descriptions and trade names and trademarks, know how, techniques ,technology,
information relating to clients, customers, suppliers, business associates, relevant
authorities, copyright, trade secrets and all goodwill relating to the business and any other
intellectual property rights, technical data and documents in whole or in part, used by the
SA Express in respect of its business;
2.4
“Contract Price” shall mean the amount that is reflected as the contract price in the
Letter of Appointment;
2.5
“Contract Price Adjustment” shall mean an increase or decrease of the contract price;
2.6
“Completion Date” shall mean the date that is stipulated in the letter of Appointment as
the completion date alternatively after satisfactory completion of the Services.
2.7
“Effective Date” shall mean, notwithstanding the Signature Date, the date that is
reflected as the effective date on the Letter of Appointment;
2.8
“Letter of Appointment” shall mean the formal letter signed by a SA Express Official,
sent by the SA Express to the Bidder, advising the Bidder that it is appointed to provide
the services in terms of the RFP advertisement;
2.9
“Month” shall mean a calendar month;
2.10
“Parties” shall mean SA Express and the Bidder and the “Party” shall mean either of
them as the context requires;
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2.11
“SA Express Official” shall mean a duly authorized SA Express official in terms of SA
Express delegation of authority process;
2.12
“RFP Advertisement” means the advertisement issued by SA Express to the general
public; or in relation to “closed tenders” means the advertisement issued by SA Express
to Bidder already listed on SA Express’ Bidder database, via various media mediums
requesting proposals to provide Services;
2.13
“RFP Documents” means the bundle documents together with this Agreement, which
are made available to the entities through a tender process;
2.14
“Services “ shall mean supply of Cutlery and consumables from potential bidders to SA
Express, as detailed out in the functional RFP Specification;
2.15
“Bidder” shall mean the entity that is awarded the bid/contract/order, and whose details
are set out in the Bidder Questionnaire Document; and
2.16 “Signature date” shall mean the date of the signature of this Agreement by the party
signing last.
3.
3.1
INTERPRETATION
Headings and Sub-headings are inserted for information purposes only and shall not be
used in the interpretation of this Agreement.
3.2
Unless the context clearly indicates a contrary intention, any word connoting;
3.2.1
any singular shall be deemed to include a reference to the plural vice versa;
3.2.2
any one gender shall be deemed to include a reference to the other two
genders; and
3.2.3
3.3
a natural person shall be deemed to include reference to a legal juristic person.
The expiry or termination of this Agreement shall not affect provisions of this Agreement,
which expressly provide that they will operate after any such expiration or termination of
this Agreement. Provisions of necessity shall continue to have been effective after such
expiry or termination of this Agreement, notwithstanding that the clauses themselves do
not expressly provide for this.
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3.4
The rule of interpretation that a written Agreement shall be interpreted against the party
responsible for the drafting or preparation of that Agreement shall not apply.
3.5
Where figures are referred to in numerical and in words and there is any conflict between
the two, the words shall prevail.
3.6
Any reference to any legislation is a reference such legislation as at the Signature Date
and as amended or re-enacted, from time to time.
2.10
If any provision in a definition is a substantive provision conferring any rights or imposing
any obligations on any party, then notwithstanding that, it is only in the interpretation
clause, effect shall be given to it as if it were a substantive provision in this Agreement.
3.8
The eiusdem generic rule shall not apply and accordingly, whenever a provision is
followed by the word ”including” and specific examples, such examples shall not be
construed so as to limit the ambit of the provision concerned.
4.
INTRODUCTION
4.1
SA Express intends to obtain proposals from potential bidders for this and has issued an
RFP advertisement.
4.2
The Bidder has responded to the RFP Advertisement and has collected the RFP
Documents from SA Express.
4.3
By initialing, signing and completing the RFP Documents, the Bidder acknowledges that
is has the expertise and skills required to provide the Services, in accordance with the
terms and subject to the conditions of the Agreement and the RFP Documents.
5.
BLACK ECONOMIC EMPOWERMENT
5.1
SA Express promotes the objects of the Broad-Based Black Economic Empowerment Act
no.53 of 2003, as amended from time to time, (“BEE”) and has developed a procurement
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policy and strategy in terms of which the Bidder shall be required at all times to comply
with and be subject to.
5.2
The Bidder acknowledges that it has correctly and truthfully reflected its BEE
qualifications from part B to E of the Bidder registration form.
5.3
The Bidder acknowledges that SA Express shall not allow any sort of fronting and that
any action or conduct product, which is similar to fronting the Bidder shall be investigated
by SA Express. If SA Express’ investigation reveals that the Bidder is fronting, SA
Express shall take the necessary legal measures against the Bidder.
5.4
In the event that the Bidder is a joint venture, the joint venture must comply with the
following requirements:
5.4.1
an approved contractual relationship must be established between the BEE party
and the non BEE party e.g corporatized joint venture is established;
5.4.2
the BEE’s party’s management in the joint venture must be proportional to the
BEE’s participation in the joint venture;
5.4.3
5.5
the BEE Bidder participates to an extent of 40% of the contract price.
SA Express reserves the right to complete a due diligence exercise of the Bidder to
determine compliance of the BEE component and make the necessary recommendation
in the event of any non-compliance.
6.
APPOINTMENT
6.1
SA Express shall appoint the Bidder to provide the services to SA Express by sending the
Bidder a Letter or Appointment.
6.2
Upon receipt of the Letter of Appointment and complying with the terms and conditions of
the Letter of Appointment then the Bidder shall be deemed to be SA Express’ appointed
Bidder.
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6.3
The Bidder accepts the appointment, to provide the services in the service area in
accordance with the terms and conditions of the Agreement; the RFP Documents; and
the Letter of Appointment.
7.
RELATIONSHIP
7.1
Nothing in this Agreement shall constitute, or be deemed to constitute a partnership or
joint venture between the parties. Furthermore the Bidder acknowledges and agrees that
its status under this agreement is that of an independent Bidder and its status shall in no
way be deemed to be that of an agent or employee for SA Express, for any purpose
whatsoever, and the Bidder shall have no authority or power to bind SA Express or to
contract in the name of SA Express, or create a liability against SA Express in any way
for any purpose.
8.
DURATION
8.1
This Agreement shall commence on the Effective Date and shall expire on the
Completion Date stipulated on the Contract Agreement.
9.
PRICE AND PAYMENT
9.1
The contract price set out in the pricing schedule is merely a quotation, which shall be the
point of departure for the pricing discussions between the parties, during the contract
negotiation process. The contract price is the amount, which SA Express shall pay to the
Bidder for the services rendered.
9.2
The contract price for the services provided by the Bidder to SA Express is exclusive of
Value Added Tax No.89 of 1991 (“the VAT Act”).
9.3
At the end of every month or agreed period the Bidder shall supply SA Express with an
invoice and a schedule setting out the services rendered or Goods delivered.
9.4
SA Express shall pay the amount reflected on the invoice once SA Express has verified
that the services set out in the schedule have been rendered and the invoice amount has
been approved by SA Express official.
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9.5
Payment shall, subject to clause 8.3 and 8.4 above, be made to the Bidder thirty (30)
days after receipt of the month-end statement following the month of the service unless a
discount is allowed for early settlement.
9.6
All invoices shall be addressed to SA Express Official.
9.7
All payments shall if applicable be transferred, by SA Express to the Bidder, electronically
into the Bidder’s bank account, the details of which are set out in the Bidder registration
form.
9.8
The contract price shall be subject to a price adjustment depending on the circumstances
of the services provided by the party requesting the contract price adjustment.
9.9
In the event that either party requires a contract price adjustment, the party shall deliver a
letter to the other party setting out the nature of the proposed contract price adjustment
and supporting documentation for the contract price adjustment.
9.10
The parties shall in good faith negotiate the proposed contract price adjustment and shall
agree in writing whether the contract price is to be adjusted.
9.11
The Bidder shall comply with the requirements of the VAT Act.
9.12
Failure to comply with clause 8.11 above may result in the payment of the total amount of
the statement by SA Express to the Bidder. SA Express shall not be liable for any costs
incurred by the Bidder as a result of such late payment.
10.
OTHER EXPENSES OR COSTS
10.1
Apart from the contract price, all other expenses or costs incurred by the Bidder in the
execution and implementation of this Agreement shall be borne by the Bidder, unless the
additional expenses or costs were agreed to in writing by SA Express.
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10.2
In the event that SA Express requires the Bidder to render additional services incidental
to the services listed in the RFP, the parties shall negotiate the terms and the conditions
of rendering the additional service. The agreement for the additional services shall not be
of any force or effect unless in writing and signed by both parties.
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PART II - SERVICE
11.
SCOPE OF SERVICE
11.1
The Bidder shall for the duration of this Agreement, provide the services as detailed in
Functional RFP Specification.
12.
SERVICE LEVELS
12.1
The Bidder recognizes that SA Express has entered into this Agreement, relying
specifically on the Bidder’s representations regarding service levels including, inter alia:
12.1.1 Capacity allocations in accordance with the service to be provided;
12.1.2 all work to be performed and services rendered under this agreement shall comply
with the standards and specifications laid down by SA Express from time to time,
the Bidder acknowledges that it has received a copy of such standards and
specifications, and shall be executed by the Bidder to the total satisfaction of SA
Express in accordance with the specifications and requirements.
12.2
The Bidder shall employ suitably qualified and trained employees to provide the services
to SA Express in terms of this Agreement, and shall allocate, in its discretion employees
resources in accordance with the technical skill and knowledge required, provided that
any exercise of such discretion by the Bidder shall not negatively impact on the provision
of services by Bidder to SA Express.
13.
PENALTIES
13.1
Should the Bidder fail to comply with its obligations in terms of this Agreement or the RFP
Documents, SA Express may:
13.1.1 exercise its rights in terms of this agreement; alternatively
13.1.2 impose a penalty on the Bidder, an election of any of the above by SA Express
shall not mean that SA Express has waived any rights which SA Express might
have in law.
13.2
Should SA Express elect to impose a penalty on the Bidder, SA Express shall provide the
Bidder with a written notice requiring the Bidder to remedy the fault within five (5) days
from the date of delivery of the notice.
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13.3
Should the Bidder fail to remedy the default with five (5) days after receiving the notice
then SA Express shall be entitled, without prejudice to any alternative or additional right
of action or remedy available to SA Express and without further notice, impose the
penalty, which penalty shall be a deduction of not less than 10% of the contract price.
13.4 Should the Bidder fail to deliver the services due to SA Express or default, then SA
Express shall enforce its rights to impose the penalty.
13.5 Should there be a dispute as to whether:
13.5.1 the failure to deliver was caused by the SA Express or was the Bidder’s fault; or
13.5.2 SA Express is entitled to impose the penalty, then such dispute shall be dealt with in
accordance with clause 22.
14.
THE BIDDER’S PERSONNEL
14.1
Liability for criminal acts of Employee: The Bidder shall be liable to SA Express for
any loss that SA Express or any third party may suffer as a result of any theft, fraud or
other criminal acts of any employee of the Bidder which arises within the course and
scope of such employee’s member’s employment with the Bidder.
14.2
Character of Employees: Due to the nature of certain aspects of the services and the
position of trust which members of the Bidder employees will fulfill, the Bidder hereby
undertakes to use its best commercial endeavours to ensure that it only employs
employees who are fit and proper persons who display the highest standards of personal
integrity and honesty and who have not, to their knowledge, being convicted of any
crime. The Bidder shall at its own cost, conduct all reasonable background checks into
members of employees prior to utilizing same to provide services in terms of this
Agreement.
14.3
No employment: the Bidder warrants that none of its personnel shall be regarded as
employees of SA Express. The Bidder shall assist to defend and bear all costs in the
event that SA Express is required to defend a claim, whether civil or employment
related, instituted against it by the Bidder’s personnel should SA Express defend the
matter, the Bidder hereby indemnifies SA Express against all and any costs(including
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attorney and own client costs) which may be incurred by or awarded against the SA
Express as a consequence of the defence of the claim.
15.
INSPECTION
15.1 SA Express and/or the contact person may at any time inspect the service levels of the
Bidder in terms of this Agreement.
15.2 If SA Express is, at any time, dissatisfied with the service levels then SA Express shall
when it is commercially permissible notify the Bidder in writing of the failure or default.
15.3 The Bidder shall immediately upon receipt of written demand by SA Express, remedy
such failure or default ,within 5 days from the date of receipt of the notice, free of charge.
15.4 The Bidder’s Records
15.4.1 the Bidder shall ensure that complete and accurate records of the services
rendered are kept in a safekeeping area, for a period of five (5) years after the
Agreement is terminated, provision of any such services, including without
limitation, copies of reportable incidents which are captured by the system.
15.4.2 to enable the Bidder, SA Express to determine whether the Services rendered in
terms of this Agreement are being complied with the Bidder shall:
15.4.2.1 provide SA Express with such information as it may reasonably require;
15.4.2.2 allow SA Express to inspect and take copies of any records relating to
the services including all hardware, software, data information, visuals,
procedures, event logs, transaction logs, audit trails, books, records,
contracts and correspondence.
15.4.2.3 allow SA Express or its authorized representatives to conduct interviews
with any of the Bidder’s employees, subject to reasonable notice being
given to the Bidder’s employees consenting thereto.
15.5
The Bidder to provide reasonable assistance:
15.5.1 where any information is required for inspection in terms of this clause is kept by
means of a computer, the Bidder shall give SA Express reasonable assistance
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required to facilitate inspection and taking of copies of the information in a visible
and legible form or to inspect and check the operation of any computer and any
associated apparatus or material that is or has been in use in connection with the
keeping of the information.
15.5.2 any information required to be provided to SA Express pursuant to this clause 16
shall be provided by the Bidder, as the case may be at SA Express cost, in such a
form (including a from otherwise than in writing ) as SA Express may reasonably
specify.
15.5.3 the cost of any inspection contemplated in terms of this clause 16 shall be for the
account of SA Express unless any material irregularity or failure on the part of the
Bidder is determined by SA Express in the course of such inspection.
15.6
The inspection contemplated in this Agreement will be conducted:
15.6.1 during normal business hours; Save where the circumstances justify it, on
reasonable notice to the Bidder, with the minimum interference in the provision of
the Services and the Bidder’s other operations.
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PART III- GENERAL
16. CONFIDENTIALITY
16.1
the Parties acknowledge that during negotiations and meetings with each other for the
purposes of concluding and/or carrying out their obligations in terms of this Agreement
,either party may gain access to confidential information that may be of a trade secret and
confidential nature, which is not available in the public domain.
16.2
the parties hereby agree to hold and retain such confidential information in the strictest
confidence without limiting the aforegoing, whether orally, visually or by reason of
inspection of documentation or other matter and not to make use thereof other than for
the purpose of the negotiations and to release it only to such property authorized
directors, employees or third parties requiring such information for this purpose of the
negotiations.
16.3
the parties further agree not:
16.3.1 to disclose such confidential information to any person whomsoever other than as
may be required by law or to their employees(which shall include any directors)
agents, professional advisors and/or Bidder so as to enable the parties to
consider whether or not to enter into further negotiations or a formalized business
relationship. Before revealing such confidential information to any such
employees (which shall include any directors) agents, professional advisors
and/or Bidder, the parties undertake to procure that the employees(which shall
include any directors) agents, professional advisors and/or Bidder sign a similar
undertaking in favour of the designated person and that they are aware of the
confidential nature of the information being made available to them. The parties
undertake to ensure that their employees will observe and comply with their
obligations in respect thereof, whether or not they remain employees;
16.3.2 directly or indirectly to use their benefit or the benefit of any other person such
confidential information other than for the purposes contemplated in this clause
unless any part of such information id or becomes public knowledge and in the
public domain by reason of becoming public property other than through an act or
omission on the part of the party restrained in terms of this Agreement or the
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employees(which shall include any directors) agents, professional advisors and/or
Bidder contemplated in this clause, and such confidential information as the
parties are able to show came lawfully into their possession from the third party
lawfully possessing such confidential information. For the purposes of the
aforegoing:
16.3.2.1 disclosures made which are specific, e.g. design practices or techniques,
shall not be deemed to be within the afore-going exceptions merely
because they are encompassed by general disclosures which are
generally available to the public or are in our possession;
16.3.2.2 any combination of features shall not be deemed to be within such an
exception
merely because individual features thereof are generally
available to the public or are in our possession.
16.4
the parties acknowledge that the aforesaid confidential information is being made
available to either party solely for the purpose of this agreement and for no other purpose
whatsoever, and that such information would not have been made available but for this
undertaking; and
16.5
for purposes of this undertaking “information” shall without detracting from the general
meaning include letters, telexes, telefaxes, agreements, formulae, processes and
manufacturing methods, inventions or patents whether actual or proposed and whether in
writing or otherwise or any information that is or may be of value to any of us whether
directly or indirectly. This undertaking shall remain valid for a period of five (5) years after
the termination of this Agreement for whatever reason.
17.
FORCE MAJEURE
17.1
for the purposes hereof, Force Majeure shall mean civil strive, riots, insurrection,
sabotage, national emergency, acts of war of public enemy, rationing of supplies, flood,
storm, fire or any other like forces of nature beyond the reasonable control of the party
claiming Force Majeure and comprehend in terms thereof.
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17.2
If Force Majeure causes delays in or failure or partial failure of performance by a party of
all or any of its obligations hereunder, this agreement shall be suspended for the period
agreed in writing between the parties.
17.3
In the event of circumstances arising which the other party believes that it constitutes a
Force Majeure (“the affected party”) then such affected party shall send within five (5)
days from the interrupting circumstances, a written notice of the interrupting circumstance
specifying the nature and date of commencement of the interrupting event to the other
party. The parties shall agree in writing, to suspend the implementation of this Agreement
for such a period (“Agreed period”).
17.4
In the event that both parties reasonably believe that the affected party shall be unable to
continue to perform its obligations after the agreed period, then either party shall be
entitled to terminate this agreement without further notice to the other party.
17.5
The party whose performance is interrupted by the interrupting circumstances shall be
entitled, provided that such party shall give notice to that effect with a written notice of the
interrupting circumstances as provided above, to extend the period of this agreement by
a period equal to the time that its performance is so prevented.
18
CESSION
18.1
SA Express shall be entitled to cede and assign any of its rights and obligations in terms
of this Agreement to any third party.
18.2
The Bidder shall not be entitled to cede or assign or transfer or in any other way alienate
its rights and obligations in terms of this Agreement without the prior written consent of
SA Express.
19.
CHANGE OF CONTROL/CIRCUMSTANCE
19.1
The Bidder shall notify SA Express, in writing, of any change in the Bidder’s shareholding
or membership or any change in the Bidder’s subsidiary companies or holding company
or its affiliates (such change shall be considered a material change in the constitution and
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identity of the Bidder). SA Express may terminate this agreement upon becoming aware
of such material change.
19.2
The parties agree that should there be a change as envisaged in clause 20.1 above, the
Bidder will no longer exist and a new third party/entity shall have been constituted. In this
regard, such third party shall not be entitled to inherit any of the Bidder’s rights and
obligations in terms of this Agreement.
19.3
The Bidder shall further notify SA Express of any changes of any circumstance, which
might have led SA Express to appoint the Bidder to provide the services. In the event that
any change of any circumstances occurs and the Bidder fails to inform SA Express of
such a change, the Bidder shall be deemed to have breached a material term of this
Agreement and SA Express shall be entitled to cancel the Agreement without any prior
notice.
20.
DEFAULT
20.1
Subject to clause 20.3 above, should either Party commit a breach of any term of this
Agreement (“the defaulting party”) then the affected party(“Aggrieved party”) shall be
entitled to inform the defaulting party in writing to remedy such failure or default with
fourteen(14) days and should the defaulting party fail to remedy the breach within the 14
days after receipt of the notice the aggrieved party shall be entitled, without prejudice to
any of its rights under this agreement or other remedy for breach of contract:
20.1.1 Immediately terminate this agreement without giving notice and claim damages
(which shall include legal costs on an attorney/client scale); or
20.1.2 Request specific performance and claim damages (which shall include legal costs
on an attorney/client scale).
21.
DISPUTES
21.1
Save for clause 21 and other clauses which provide for their own remedies, should any
dispute arise between the parties in respect of or pursuant to this Agreement, including
without limiting the generality of the foregoing, any disputes relating to:
21.1.1 the interpretation of the agreement;
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21.1.2 the performance of any of the terms of the agreement;
21.1.3 any of the parties rights and obligations;
21.1.4 any procedure to be followed;
21.1.5 the termination or cancellation or breach of this agreement; or
21.1.6 the rectification or repudiation of this agreement, then any party may give under
the other party written notice of such dispute, in which event the provisions below
shall apply.
21.2
within seven (7) days of the declaration of such dispute, the parties Chief Executive
Officer or their nominated persons shall meet in the spirit of goodwill and endeavour to
resolve the dispute, failing which (and without prejudice to any other alternative dispute
resolution to which the parties may agree, either prior to or concurrently with the
arbitration) clause 22.3 below shall apply.
21.3
If the parties are unable to resolve the dispute within fourteen (14) days of the notice of
the dispute (or such longer period as they may have agreed to in writing), then either
party may on written notice to the other party, require that the dispute be submitted to and
decided by arbitration in terms of the Arbitration Act, 42 of 1965 of South Africa
(“Arbitration Act”).
21.4
The arbitration shall be held under the provisions of the Arbitration Act provided that the
arbitration shall be:
21.4.1 at any place which the parties agree, in writing, to be mutually convenient;
21.4.2 in accordance with such formalities and/or procedures as may be settled by the
arbitrator and may be held in an informal and summary manner, on the basis that
it shall not be necessary to observe or carry out the usual formalities of procedure,
pleadings and /or discovery or in respect of rules evidence.
21.5
If the arbitration is:
21.5.1 a legal matter ,then the arbitrator shall be a practicing advocate or a practicing
attorney of not less than ten (10) years standing;
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21.5.2 an accounting matter, then the arbitrator shall be a practicing chartered
accountant of not less than ten (10) years standing;
21.5.3 any other matter, then the arbitrator shall be any independent person agreed upon
between the parties.
21.6
Should the parties fail to agree on an arbitrator within fourteen (14) days after arbitration
has been demanded, then the arbitrator shall be nominated at the request of either of the
Parties, by the president at the time of the Law society of the Northern Provinces.
21.7
Should the parties fail to agree whether the dispute is of a legal, accounting or other
nature within seven (7) days after the arbitration has been demanded, and then it shall be
deemed to be a dispute of a legal nature.
21.8
The arbitrator may;
21.8.1 Investigate or cause to be investigated any matter fact or thing which he considers
necessary or desirable in connection with the dispute and for that purpose, shall
have the widest powers of investigating all documents and records of any party
having a bearing on the dispute;
21.8.2 Interview and question under oath the parties of their representatives;
21.8.3 decide the dispute according to what he considers just and equitable in the
circumstances;
21.8.4 make such an award ,including an award for specific performance ,damages or
otherwise, as he in his discretion may deem fit and appropriate. The arbitration
shall be held as quickly as possible after it is requested , with a view to it being
completed within thirty (30) days after it has so been requested.
21.8.5 the arbitrator’s decision and award shall be in writing with reasons and shall be
final and binding upon the parties.
21.8.6 the arbitrators award may ,on application by either party to a court of competent
jurisdiction and after due notice is given to the other party, be made an order of
court.
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21.9
Notwithstanding the provisions of clauses 22.1 to 22.8 above, in the event of either party
having a claim against the other party for a liquidated amount or an amount which arises
from a liquid document, or for an interdict or other urgent relief ,then the other party
having such a claim, shall be entitled to institute action therefore in a court of law rather
than in terms of the above clauses, notwithstanding the fact that the other party may
dispute the claim.
22
GOVERNING LAW
22.1
The law governing this Agreement, including without limiting its interpretation, validity,
existence or termination for any reason and all disputes out of this Agreement is the law
of the Republic of South Africa and the parties submit to the exclusive jurisdiction of the
South African courts.
23
PROPRIETARY RIGHTS
23.1
All intellectual property developed, as part of this Agreement, including all documentation
for this Agreement, shall become the proprietary ownership of SA Express. Upon
termination of this Agreement, all such records or documents, including copies thereof,
shall be left with SA Express or, in so far as they are in possession of the Bidder, the
same shall be handed over to SA Express or shall be destroyed at SA Express’ written
request.
24
EARLY TERMINATION
24.1
SA Express shall have the right to terminate this Agreement by giving 30 (thirty) days
notice in writing, to the Bidder, or its intention to terminate this Agreement without
reasons for the termination.
25
SEVERABILITY
25.1
If any provision of this Agreement is or becomes illegal, void or invalid this shall not affect
the legality and validity of the other provisions.
25.2
Each provision of this Agreement is severable from the other.
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26
MISCELLANEOUS
26.1
This Agreement constitutes the entire Agreement between the parties and all prior
agreements, warranties and representations shall become invalid and unenforceable
after the Signature Date.
26.2
No latitude, indulgence, consent, forbearance or any other similar act by either party in
enforcing any provisions of this Agreement shall constitute a variation or novation of this
Agreement or waiver of rights or estoppels in terms of this Agreement.
26.3
No alterations, variation or cancellation of this agreement of its annexures shall be of any
force or effect unless:
26.3.1 Recorded in writing in a formal addendum hereto and signed (at the time) by duly
authorized representatives of the parties in compliance with any delegation of
authority policies existent and applicable within the parties;
26.3.2 The parties agree to comply and be bound by such policies of the other. In this
regard the parties shall make available to each other the relevant portion of such
policy, applicable at the time of variation.
27
LIMITATION OF LIABILITY
27.1
The Bidder hereby accepts liability for any damages and/or losses and/or claims of
whatsoever nature howsoever arising incurred and/or suffered by SA Express as a direct
result of breach of the Agreement whether in contract, delict or otherwise or arising as a
result of negligence in providing the services by the Bidder and/or its employees and/or
agents.
27.2
SA Express shall elect whether the amount which the Bidder is liable for shall be
determined by the court in terms of clause 23 or by an arbitrator in terms of clause 22.
27.3
In determining the liability of the Bidder for purposes of this clause 28, a court or arbitrator
shall limit the Bidder ‘s liability to the proportion of the loss or damage suffered by SA
Express which is ascribed to the Bidder, by such court or arbitrator allocating a
proportionate responsibility having regard to the contribution to the loss or damage in
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question of either party or any other person base upon relative degrees of fault ;it being a
term of the contract that the provisions of section 1 of the Apportionment of damages
Act,1956 will apply to all claims between us and that the “the breach of contract or gross
negligence” and “damages” or “losses” as used herein shall be deemed to fall within the
meanings of “fault ” and “damage” as contained in Section 1 of the Apportionment of
Damages Act,1956.
27.4
The maximum amount to be paid by the Bidder in relation to claims resulting in terms of
clause 28.2 above shall be limited to double the amount charged by the Bidder as the
contract price fees for the services or the aggregate liability.
27.5
The Bidder’s liability to SA Express shall in no circumstances exceed the lower of the
amount determined by the application of the monetary limit based upon fees charged to
SA Express or the amount determined by the apportionment of responsibility as the case
may be.
27.6
The Bidder will not be liable to SA Express or any cessionary or third party claiming
through or on behalf of SA Express for any punitive damages whatsoever or for any
consequential or other loss or damages beyond the maximum liability specified.
27.7
Notwithstanding the Bidder’s liability for the acts and omissions, SA Express accepts and
acknowledges that no legal proceedings arising from or in connection with the agreement
(or any variation or addition thereto) will be commenced against any of the Bidders
partners, principals, directors, staff or employees personally.
27.8
Any claims howsoever arising, must be commenced formally by service of court
summons or process initiating arbitration proceedings within two years after the party
bringing the claim becomes aware (or ought reasonably to have become aware) of the
facts which give rise to the claim and, in any event regardless of the knowledge of the
claimant, by no later than three years after the date of any alleged breach of contract,
delictual act, other act, or omission giving rise to a cause of action. This expressly
overrides any statutory provision, which would otherwise apply.
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28.
THE BIDDER’S WARRANTIES AND INDEMNITIES
28.1
Service Warranties: The Bidder warrants that in relation to each service provided in
terms of this Agreement it will provide the services
28.1.1 with promptness and diligence and in a skilful manner and in accordance with the
practices and professional standards of operations performing services similar to
the services;
28.1.2 in terms of the standards and specifications that are laid down by SA Express
from time to time;
28.1.3 it will use and adopt( and ensure that its sub Bidders use and adopt) any
standards, processes and procedures required under this Agreement; and
28.1.4 the Bidder warrants that it shall employ suitably qualified and trained employees
to provide the services to SA Express and it shall allocate employees in
accordance with the technical skill and knowledge required.
28.2
Indemnity: The Bidder hereby indemnifies SA Express against any claim which may be
brought against SA Express by the Bidder’s personnel or a third party arising from the
execution of this agreement alternatively which arises against SA Express as a result of
the Bidder’s breach of any of the provisions of this agreement, provided that SA Express
shall notify the Bidder in writing within reasonable time of SA Express becoming aware of
any such claim to enable the Bidder to take steps to contest it and shall provide the
Bidder with such reasonable assistance as may be necessary to enable the Bidder to
defend the claim to the extent only that is in a position to render such assistance. The
Bidder may within five (5) days of receipt of written notice from SA Express aforesaid,
elect in writing to contest such a claim in the name of SA Express and shall be entitled to
control the proceedings in regard thereto, provided that the Bidder indemnifies SA
Express against all and any costs (including attorney and own client costs) which may be
incurred by or awarded against SA Express as a consequence of the defence of the
claim.
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29
DOMICILIA AND NOTICES
29.1
The parties hereby choose their domiciliume citandi et executandi for all the purposes
arising from or pursuant to this agreement as follows:
29.1.1 Bidder: the address and facsimile; and
29.1.2 SA Express: the address and facsimile set out in the Letter of Appointment.
29.2
Either party may by written notice to the other party change its aforesaid domicilium
citandi et executandi to any other address within the Republic of South Africa, which is
not a SA Express box or post restante.
29.3
Any notices given and/or any payment made by either party to the other which:
29.3.1 is delivered by hand during the normal business hours of the addressee at the
addressee’s domicilium citandi et executandi for the time being shall be
rebuttably presumed to have been received by the addressee at the time of
delivery;
29.3.2 is posted by registered mail from an address within the Republic of South Africa to
the addressee at the addressee’s domicilium citandi et executandi for the time
being shall be rebuttably presumed to have been received by the addressee on
the seventh business day after the date of posting;
29.3.3 is sent by telefax during the normal business hours of the addressee to the
addressee’s domicilium citandi et executandi for the time being shall be rebuttably
presumed to have been received on the first business day following the date of
successful transmission thereof.
29.4
The word “RFP Number” and the number allocated to this RFP Documents shall be
quoted by both parties on all correspondence, notices, or other documents of any
description relating to this Agreement.
30
INSOLVENCY
30.1
Should an application be made for the surrender or sequestration of a party’s estate, or
should an order be issued, whether provisional or final, for the sequestration of a party’s
estate, or should a party enter into or propose any deed of assignment to any of its
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creditors for settlement of its debts, or if execution is issued against a party by virtue of
any judgment, or if any party commits any acts of insolvency ,or being a legal entity, is
placed under judicial management or commences to be wound up in a liquidation that is
not merely a voluntary liquidation for the purpose of reconstruction ,then the other party
may without prejudice to any of its rights in terms of this agreement or common law
forthwith terminate this agreement.
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PROVISION OF HOTEL ACCOMMODATION FOR CREW, PASSANGERS AND SA
EXPRESS BUSINESS TRAVEL FOR A PERIOD OF 36 MONTHS ON AN AS AND WHEN
REQUIRED BASIS
RFP CHAPTER 4
FUNCTIONAL SPECIFICATIONS
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1.
EXECUTIVE SUMMARY OF THE PROPOSAL
SA Express is a Commercial Airline which is a wholly owned subsidiary of the Department of
Public Enterprise (DPE). It is a Schedule 2 Entity.
Albeit that SA Express operates in alliance with South Africa Airways (SAA), SA Express is an
independent Business Entity within the domestic market in the Republic of South Africa and
regional airline with an extensive footprint in Africa.
South African Express Airways (SA Express) is seeking to secure the services of a suitable
simulator Service Provider (s) to supply dry lease as well as occasional wet lease simulator
services.
2.
SCOPE OF SERVICES
2.1
South African Express Airways (SA Express) is seeking to secure the services of a
suitable simulator Service Provider (s) to supply dry lease as well as occasional wet lease
simulator services.
2.2
The scope of service requirements is outlined in the table below. Bidders are to note that
the volumes/frequency will be determined by the training schedule, which may change and
be amended and reviewed from time to time.
FLEET
FLIGHT DECK
ENGINEERING
1600
200 HOURS
CRJ700
800
100 HOURS
Q400
1700
150 HOURS
Total Annually Hours
4100
450
CRJ 200
2.3
Bidders should note the following definitions and assumptions in their response to this
RFP:
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2.3.1. Simulator sessions: standard is 4 hours
2.3.2 Simulator serviceability is in excess of 96% and there are contingency plans to
ensure training is not disrupted by non service.
2.3.3. On an annual basis it will be a requirement to submit a 12 months Forecast
Maintenance plan by the successful bidders(s).
2.3.4. Should the simulator be unserviceable or out of service an early notice should be
submitted to the Training Department.
2.3.5 Training rooms are equipped for type-specific purposes with appropriate access to
computer training.
2.3.6 All simulators are equipped to provide faithful visuals and accurate, up-to-date data
for at least three airports in South Africa, to include Johannesburg (OR Tambo
International), Cape Town and Durban (King Shaka International).
2.3.7 All simulators to have all the necessary approvals and certifications from the
relevant authorities. Copies of updated approvals and certifications needs to be
submitted upon renewal.
2.3.8 Wet Lease Considerations:
2.3.8.1 All training is conducted under the SA Express Part 141, duly issue by the
SACAA.
2.3.8.2 All training is in accordance with the SACAA approved SA Express
Operations Manual part 4 and should be read in conjunction with all the
different Training Procedures manuals, and all associated forms designed
to record the training and complaint with SA Express IOSA and ISO
requirements.
2.4
Additional requirements:
SA Express requires as complete a service as possible and is looking for a turnkey
solution for the provision and management of simulator utilization for both Pilots and
Engineers. As such, the bid submission must take into account the following related
requirements:
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2.4.1 available equipped training room,
2.4.2 ground transport to and from hotel,
2.4.3 assistance with securing and managing hotel bookings and payments for
accommodation,
2.4.4 printers,
2.4.5 meals as appropriate,
2.5
The successful bidder will adhere to the SA Express training schedule by ensuring that the
preparation and operational service for the simulator are fully functional during training.
2.6
2.
The above shall be conducted efficiently, professionally and in a cost-effective manner.
BACKGROUND AND CONTEXT
SA Express conducted a desktop audit of all available service providers for Simulator leases for
both pilots and engineers, and considered both dry lease and wet lease possibilities. However,
bidders must take note of the fact that prior to awarding the tender, SA Express reserves the right
to conduct a more in-depth analysis and possible audits of short listed bidders, either by paying
them a visit or requesting for specific information in writing.
3.
PERIOD OF CONTRACT
4.
The tenure for this contract is thirty-six (36) months with an option to extend for another 24
months, from appointment date.
4.
BID PROGRAMME
4.1.
The following dates are indicative and may change at the discretion of SA Express; however
these changes shall be communicated to Bidders.
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DESCRIPTION
DATES
Issue of RFP
5 September 2016
Closing Date for Questions in Clarification from Bidders
15 September 2016
Date for responding to Bidders’ Questions in Clarification
22 September 2016
Closing Date for Submission of Bid Responses/Proposals
4 October 2016
5.
FUNCTIONALITY PROPOSAL GUIDELINE
5.1.
Bidders are requested to submit proposals in the following format, taking into account the scope
of work requirements as outlined in 6 above:
5.2.
Company Profile which entails:
5.2.1. Company overview including certificates, memberships and awards
5.2.2. Details of the company’s activities, expertise and capabilities
5.2.3. Details of the company’s systems and processes
5.2.4. Details of the company’s global market standing
5.2.5. International associates/wholesale broking: Provide certificates of internal Aviation
Insurance affiliations
5.2.6. Name of associate company & details (where applicable)
5.2.7. Specific number of employees to be involved in wholesale activities.
5.2.8. Specific expertise and capabilities.
5.3.
Proposed local service team
5.3.1. Specify number of employees to be involved and location of the team.
5.3.2. Specify the team leader.
5.3.3. Specify role of team members.
5.3.4. Specify qualifications and experience for each team member (please provide full details of
qualifications and past work)
5.4.
Client references
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5.4.1. Provide details of a minimum of three clients with similar requirements or higher than
those of SA Express
5.4.2. Provide an overview of local commercial aviation clients.
5.5.
Claims handling and administration
5.5.1. Provide claims history performance of similar services for the past three (3) years that the
bidder has worked with.
5.6.
Business continuity
5.6.1. Provide a detailed business continuity plan addressing the possibilities of key personnel
attrition that will be working on the SA Express account.
5.7.
Valued-added services:
5.7.1. Provide an overview of value-added services which will be on offer as part of this contract,
including and not limited to a commission sharing model.
6.
PRICING PROPOSALS
6.1.
Bidders are to complete the table below with indicative prices per service.
6.2.
Bidders should indicate whether the rates quoted are firm for the full period of the contract. Where
they are not firm for the full period, bidders are to provide details of the basis on which
adjustments will be applied. e.g. CPI.
Service
description
Dry lease
Dry lease
Dry lease
Wet lease
Wet lease
Wet lease
Dry lease
Dry lease
Dry lease
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Aircraft type
CRJ 200
CRJ 700
Q400
CRJ 200
CRJ 700
Q400
CANCELLATION POLICY
CRJ 200
CRJ 700
Q400
Proposed rate /hour
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CRJ 200
CRJ 700
Q400
Wet lease
Wet lease
Wet lease
ANY OTHER CONSIDERATIONS TOWARDS TURNKEY SOLUTION
10. EVALUATION PROCESS
10.1Technical Evaluation Criteria:
Qualifying Criteria
CAA approval
TRTO approval
Level D FFS
IPT
CATEGORY
FFS Hours on
Offer
Yes/No
DESCRIPTION
Q400
OFFER
≤1968hrs
1968hrs
75% of 1968hrs
50% of 1968hrs
Comments
SCORE
5
4
3
Weighting
10%
2
CRJ
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25% of 1968hrs
≤2400hrs
2400hrs
75% of 2400hrs
50% of 2400hrs
1
5
4
3
2
10%
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Suitability
SIM Reliability
Statistics
Equipment
Data (FMS
databases)
Instructors
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25% of 2400hrs
99%
95% - 99%
91% - 99%
≥90%
All airports listed in 6.2.1
75% of the airports listed
in 6.2.1 incl all major
airports
airports
All major airports (FAJS,
FACT, FADN/FALE,
FAGG, FAPE, FAEL,
FAKM)
FAJS, FACT &
FADN/FALE only
Applicable approaches,
arrival procedures (STAR)
and departures (SID) for
all airports
airports
airports
all major airports
FAJS, FACT &
FADN/FALE only
SA-CAA Flight Instructor
Rating
EASA/FAA Flight
Instructor Rating
1
5
4
3
1
5
15%
10%
4
3
2
1
10%
5
4
3
2
1
10%
2
1
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Flight
Suitability:
Frequency
Flight
Suitability:
Frequency
Flight
Connections
Value-Add
Discounts on
offer
Discounts on
flight fares
Canteen on site
(training
facilities)
Preferential
hotel rates
Twice daily
Daily
5 x a week
3 x a week
Once a week
Overnight flight
5
4
3
2
1
2
Day flight
Direct flight
≥ 2hr layover
2 -5 hr layover
≤5 hr layover
≤25%
20% - 25%
15% - 20%
10% - 15%
5% - 10%
≥5%
1
4
3
2
1
5
4
3
2
1
5%
5%
5%
5%
0
1
5%
Yes
0
1
5%
No
Yes
No
0
1
0
5%
Yes
No
Total Score
100%
Note: Bidders who do not meet the Technical- threshold of 70% shall be DISQUALIFIED at this
stage of the process.
8
Preferential Procurement
8.1 In terms of regulation 4 of the Preferential Procurement Regulations pertaining to the
Preferential Procurement Policy Framework Act, 2000 (Act 5 of 2000), responsive bids shall
be adjudicated by the State on the 90/10-preference point system in terms of which points
are awarded to bidders on the basis of:
a) The bid price (maximum 90 points)
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b) Historically disadvantaged individuals as well as specific goals (maximum 10 points)
Pricing and Preferential Points
1
Price: Total Cost of Ownership
(expressive competitiveness of the
proposed bid/offer)
90
2
B-BBEE
10
TOTAL
9.
100
SUBCONTRACTING
9.1
SA Express full endorses Government’s transformation and empowerment objectives and
when contemplating subcontracting bidders are requested to give preference to
companies which are Black Owned, Black Women Owned, Black Youth, owned by Black
People with Disabilities, EME’s and QSEs including any companies designated as BBBEE Facilitators.
9.1.1
If contemplating subcontracting, (subcontracting may be considered on any
aspect of the service, please note that a Bidder will not be awarded points
for B-BBEE if it is indicated in its Proposal that such Bidders intends
subcontracting more than 25% (twenty-five percent) of the value of the
contract to an entity/entities that do not qualify for at least the same points
that the Bidder qualifies for, unless the intended subcontractor is an EME
with the capability to execute the contract.
9.1.2
A company awarded a contract may not subcontract more than 25%
(twenty-five percent) of the value of the contract to any other enterprise that
does not have an equal or higher B-BBEE status level than the person
concerned, unless the contract is sub-contracted is an EME that has the
capability and ability to execute the subcontract.
9.1.3
In terms of paragraph 13 of these RFP (the B-BBEE Preference Points)
Bidders are required to indicate the percentage of the contract that will be
subcontracted as well as the B-BBEE status of the sub contractor(s).
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10
Preferential Procurement
10.1
In terms of regulation 4 of the Preferential Procurement Regulations pertaining to the Preferential
Procurement Policy Framework Act, 2000 (Act 5 of 2000), responsive bids shall be adjudicated by
the State on the 90/10-preference point system in terms of which points are awarded to bidders
on the basis of:
c)
The bid price (maximum 90 points)
d)
Historically disadvantaged individuals as well as specific goals (maximum 10 points)
1
2
Pricing and Preferential Points
Pricing Proposal
Proposed cost per annum
90
BB-BEE
10
TOTAL
11
100
DECISION OF THE BOARD OF DIRECTORS OF SA EXPRESS
a.
The decision(s) as to which Bidder(s) SA Express selects as Preferred Bidder(s) for this
RFP, rest solely with the Bid Adjudication Committee’s recommendation to the CEO (or
delegated authority) and/or the Board of Directors where applicable.
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SA Express Airways (PTY) Ltd

Transcription

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