Maintenance of luggage trolleys and trolley movers at or tambo international airport – 12-Month term service contract

Maintenance of luggage trolleys and trolley movers

Confidential

Confidential

Contents: No of pages

Part C1 Agreements & Contract Data [22]

Part C2 Pricing Data [7]

Part C3 Employer’s Service

Employer: Airports Company South Africa SOC Limited, Reg. No 1993/004149/30, VAT no 4930138393. Address: O R Tambo International Airport, Private Bag X1, 3rd Floor ACSA North Wing Offices, OR Tambo International Airport, 1627. Tel No: 010 207 2397. Service Manager address: same as employer. No email or phone provided for Service Manager.

Returnable Documents: The completed Form of Offer and Acceptance (C1.1) must be signed by a duly authorised representative. The contractor must provide a completed Contract Data (C1.2b) including company name, address, and key personnel CVs. A completed Pricing Data (C2) including the Activity Schedule (C2.2) with all prices filled in. A completed Occupational Health and Safety Agreement (C1.3) signed by a Section 16.2 appointee. Proof of required insurance (aviation liability, public liability, professional indemnity) must be submitted before work starts. All documentation according to the safety checklist, including a copy of the written Construction Manager appointment (Construction Regulation 8), must be submitted 7 days before work commences. Failure to provide bonds, guarantees, proof of insurance, or other documentation within two weeks of receiving the signed agreement constitutes repudiation.

The document does not specify a formal evaluation scoring method or minimum thresholds. The contract is a NEC3 Term Service Contract with main Option A (Priced contract with price list). The contractor's offer is accepted by the employer signing the acceptance part of the form. The contractor must provide a compliant BEE Certificate and Tax Clearance Certificate annually; failure is a material breach. The contractor must have the capacity to provide required insurances and comply with South African law. Key personnel CVs must be appended to the tender schedule.

Scope: Maintenance of luggage trolleys and trolley movers at OR Tambo International Airport for 12 months. The contractor shall maintain approximately 4,500 luggage trolleys on a rotating monthly maintenance programme, ensuring 100% of the fleet is inspected and serviced once every three months. The contractor shall perform preventative maintenance on trolley movers on a monthly basis. Staff must have experience and applicable competencies as per OEM and all legislation. The Site Manager conducts maintenance of trolley movers and manages the team; the Tradesman is responsible for inspections of trolleys. All rates for activities including diagnostic and repair shall include all required tools, software, hardware, and consumables. Callouts are not chargeable during working hours except where breakdown requires intervention of more highly skilled personnel. The main cost drivers are required labour resources and required service levels, not the quantity of equipment.

persons the risk to falling into sewerage

sumps and/or drowning, in the performance of

the service.

11.2(15) The Service Information is in The section titled Service Information included

as section C3 of this document.

12.2 The law of the contract is the law of the Republic of South Africa

13.1 The language of this contract is English

13.3 The period for reply is 5 calendar days

21.1 The period within which the Contractor 30 calendar days from Contract Date

provides the Work Plan

2 The Contractor's main Detailed in Part C3 (Service Information)

responsibilities

Contents: No of pages

Part C1 Agreements & Contract Data [22]

Part C2 Pricing Data [7]

Part C3 Employer’s Service Information [51]

Part C4 Site Information [1]

(in words)

(The above amount should be calculated as per the guide provided in the Pricing Data [Subtotal D]. In the event of any conflict

between the amount above and the Pricing Data [Subtotal D], the latter shall prevail.)

for the Contractor

Part C1: Agreements and contract data, (which includes this agreement)

Part C2: Pricing data and Price List

Part C3: Service information.

Part C4: Site information

and schedules, drawings and documents or parts thereof where so indicated.

C2 Pricing Data

C2.1 Pricing Instructions

The intended pricing strategy to be followed in this tender is according to the Price List (including the activity

schedule).

entered and no other items will be measured. Costs not covered by the items may be included in the

most appropriate items listed. The Contractor has the liberty to insert items, quantities and rates of

his own choosing in the said schedule as a separate line item.

Manager/Engineer’s requirements and shall be measured and priced at the rates entered in the

or implied by the Employer.

Pricing Data C2.1

levels and not the quantity of equipment.

Pricing Data C2.1

5 trolleys. Each trolley shall 4500

y

receive preventative

maintenance service per

quarter.)

Pricing Data C2.2

Activity Schedule Part2 (Labour rates and Mark-up)

Any work not included under part1 shall be deemed additional work or non-scheduled items and will be

charged at the following rates:

travelling fee (after hours, weekends and holidays) 20

R

Pricing Data C2.2

Pricing is according to the Price List (Activity Schedule) under NEC3 Option A (Priced contract with price list). Prices must be VAT exclusive and cover all risks, liabilities, obligations, profit, expenses, allowances, etc. Payment is made for each activity only when it is complete. Assessment interval: every 4 weeks on the 15th day of each successive month. Payment period: 30 days. Interest rate: prime lending rate of Nedbank Bank as determined from time to time. The contractor must provide a completed Activity Schedule (C2.2) with lump sum prices for each activity. The contractor may insert additional line items. Provisional sums and contingency amounts are expended as directed by the Service Manager. No commitment to expending any portion of contingency amounts or provisional sums is made or implied. The contractor shall not be entitled to any claim if provisional sums are partially or totally removed. Price adjustment for inflation (Option X1) applies only on contract anniversary, using CPI index. Call-out fees and labour rates for additional work are to be provided in the pricing schedule.

The contractor must annually present a compliant BEE Certificate and a Tax Clearance Certificate. Failure is a material breach and may lead to contract cancellation. The contractor must comply with the Occupational Health and Safety Act and its regulations, including a Section 37(2) agreement. A baseline risk assessment must be performed by a competent person before work commences. The contractor must appoint competent persons trained on OHS aspects. Personal protective equipment must be issued and worn. All incidents/accidents must be reported to the Provincial Director: Department of Labour and the Client. The contractor must have a Section 16.2 appointee to sign the OHS agreement. The contractor must be in good standing with the Compensation Fund or a Licensed Insurer (COID). The contractor must provide proof of aviation liability insurance (minimum R100,000 indemnity limit), public liability insurance, and professional indemnity insurance. The contractor must comply with the Prevention and Combating of Corrupt Activities Act. The contractor must not cede, delegate, or assign rights without written consent. Joint ventures are jointly and severally liable.

The General Conditions of Contract comprise the NEC3 Term Service Contract, April 2013 edition published

by the NEC, and the following “Particular Conditions”, which include amendments and additions to such

the Service Manager, the Supervisor, or the Adjudicator does not constitute a waiver of rights and

does not give rise to an estoppel unless the Parties agree otherwise and confirm such agreement

in writing.

Z2 Providing the Service:

Z2.1 Delete core clause 20.1 and replace with the following:

Z11.1 All information obtained in terms of this contract or arising from the implementation of this contract

shall be treated as confidential by the Contractor and shall not be used or divulged or published to

any person not being a party to this contract, without the prior written consent of the Service

to the design, scope, and Service information that is 5% or more

Z18.2 The Service Manager requires the written consent of the Employer if an action will result in the

Completion Date being extended by more than 30 days.

Z19 Delegation

As stipulated by Section 37(2) of the Occupational Health and Safety Act No. as

amended the Contractor agrees to the following:

Contract Data C1.2

C1.2 b - DATA PROVIDED BY THE CONTRACTOR

Z19.1 As part of this contract the Contractor acknowledge that it (mandatory) is an employer in its own

right with duties as prescribed in the Occupational Health and Safety Act No as amended

and agree to ensure that all work being performed, or Equipment, Plant and Materials being used,

are in accordance with the provisions of the said Act, and in particular with regard to the Construction

11.2 The working areas are See C3 & PageService & Site Information’

24.1 The Contractor’s Key people are: CV’s to be appended to Tender Schedule

Name:

Job:

C1.3: Occupational health and safety agreement

Agreement in terms of section 37(2) of the occupational health & safety act (act

) & CONSTRUCTION REGULATION 5.1(k)

To assist Airport Company South Africa (ACSA) in order to comply with the requirements of:

1. The Occupational Health & Safety (Act ) and its regulations and

2. The Compensation for Occupational Injuries & Diseases Act (Act ) also known as the

(COID Act).

1. The Occupational Health & Safety Act comprises of SECTION 1-50 and all unrepealed

2. Section 37 of the Occupational Health & Safety Act potentially punishes Employers

(PRINCIPAL CONTRACTOR) for unlawful acts or omissions of Mandataries

(CONTRACTORS) save where a Written Agreement between the parties has been concluded

containing arrangements and procedures to ensure compliance with the said Act BY THE

relevant provisions of the Occupational Health & Safety Act (OHS Act) and

applicable Regulations.

6. Mandatories who utilise the services of their own Mandatories (contractors) must conclude a

similar Written Agreement with them.

respective employees will at all times comply with the following conditions:

1. All work performed by the Mandatary on the Client’s premises must be performed under

the close supervision of the Mandatary’s employees who are to be trained to understand

the hazards associated with any work that the Mandatary performs on the Client’s

premises.

2. The Mandatary shall be assigned the responsibility in terms of Section 16(1) of the

OHSAct , if the Mandatary assigns any duty in terms of Section 16(2), a copy

of such written assignment shall immediately be forwarded to the Client.

person before commencement of any work in the Client’s premises. A baseline risk

assessment document will include identification of hazards and risk, analysis and

evaluation of the risks and hazards identified, a documented plan and safe work

procedures to mitigate, reduce or control the risks identified, and a monitoring and review

plan of the risks and hazards.

when they inquire into Occupational Health & Safety.

2. The Mandatary confirms that he has been informed that he must report to the Client’s

management, in writing anything he/she deems to be unhealthy and /or unsafe. He has

versed his employees in this regard.

3. The Mandatary warrants that he/she shall not endanger the health & safety of the Client’s

employees and other persons in any way whilst performing work on the Client’s premises.

4. The Mandatary understands that no work may commence on the Client’s premises until this

Insurance Schedule C1.3

In terms of section 37(2) of the Occupational Health & Safety Act and section 5.1(k) of the

Construction Regulations 2014,

I .......................................a duly authorised 16.2 Appointee acting for and on behalf of

......................................................(company name) undertake to ensure that the requirements and

the provision of the OHSAct and its regulations are complied with.

Mandatary – WCA/ Federated Employers Mutual No.....................................

conveying and delivering, unloading, storing, unpacking, hoisting, setting, fitting and fixing in position,

cutting and waste, patterns, models and templates, plant, temporary works, return of packaging,

establishment charges, profit and all other obligations arising out of the contractual conditions.

schedule of deviations (if any), contact the employer’s agent (whose details are given in the contract data)

to arrange the delivery of any bonds, guarantees, proof of insurance and any other documentation to be

provided in terms of the conditions of contract identified in the contract data. Failure to fulfil any of these

obligations in accordance with those terms shall constitute a repudiation of this agreement.

clauses and the clauses for main Option:

A: Priced contract with price list

dispute resolution Option: W1: Dispute resolution procedure

and secondary Options:

X1: Price Adjustment for inflation

X2: Changes in the law

X17: Low service damages

X18: Limitation of Liability (as amended in

Option Z)

Z: Additional conditions of contract

of the NEC3 Term Service Contract (April 2013)

10.1 The Employer is (Name): Airports Company South Africa SOC Limited

Reg. No 1993/004149/30 VAT no 4930138393

83.1 The Employer provides these insurances (i) Insurance against loss of or damage to the

from the Insurance Table services, Plant and Materials comprising

insurance; and

(ii) Insurance (Public Liability Insurance)

against liability for loss or damage to

property (except the services, Plant and

Materials and Equipment) and liability for

bodily injury to or death of a person (not an

employee of the Contractor) caused by

activity in connection with the contract.

Note: The terms and other matters applicable to

these insurances provided by the Employer (and

to insurances generally) are detailed in the

insurance schedule attached as section C1.3 to

the contract (“the Insurance Schedule”).

83.1 The Contractor provides these additional Professional Indemnity Insurance

insurances

Note: The terms and other matters applicable to

this insurance provided by the Employer are

likewise detailed in section C1.3 to the contract.

83.2 The minimum amounts of cover or Refer to section C1.3.

minimum limits of indemnity required for

the insurance table

Contract Data C1.2

choose an arbitrator Parties as and when a dispute arises in terms of

the relevant Z Clause, from the Panel of

X1 Price Adjustment for inflation The index referred to in this clause shall be

deemed to refer to the CPI index on the starting

date. Price adjustment for inflation shall only

take place on contract anniversary

X2 Changes in the law No data is required for this secondary option

X17 Low service damages The data required for this secondary option is in

the Service Information (C3)

X18 Limitation of liability

X18.1 The Contractor’s liability to the Employer Nil - Neither Party is liable to the other for any

for indirect or consequential loss is limited consequential or indirect loss, including but not

to: limited to loss of profit, loss of income or loss of

revenue

X18.2 For any one event, the Contractor’s liability The Total of the loss and/or damages suffered to

to the Employer for loss of or damage to the property

the Employer’s property is limited to:

X18.3 The Contractor’s total liability to the The Total of the loss and/or damages suffered to

X18.4 The Contractor’s total liability to the The Contractor’s total direct liability to the

the Contractor as stated in this contract for:

• Loss of or damage to the Employer’s

property,

• Defects liability,
• Insurance liability to the extent of the

Contractor’s risks

• death of or injury to a person.

infringement of an intellectual property right

Z(A): The Additional conditions of contract are: Z1-Z19

the results of the Service, when complete, shall be fit for their intended purpose.

Z5 Termination

Z5.1 Add the following to core clause 91.1, at the second main bullet, fifth sub-bullet point, after

the words “assets or”: “business rescue proceedings are initiated, or steps are taken to initiate

business recue proceedings”.

Z7 Limitation of liability:

Insert the following new clause as Option X18.6:

Z7.1 The Employer's liability to the Contractor for the Contractor's indirect or consequential loss is limited

to R0.00

Contract Data C1.2

Z7.2 Notwithstanding any other clause in this contract, any proceeds received from any insurances or

any proceeds which would have been received from any insurances but for the conduct of the

Z8 Cession, delegation and assignment

Z8.1 The Contractor shall not cede, delegate or assign any of its rights or obligations to any person

without the written consent of the Employer, which consent shall not be unreasonably withheld. This

clause shall be binding on the liquidator/business rescue practitioner /trustee (whether provisional

or not) of the Contractor

Z8.2 The Employer may cede and delegate its rights and obligations under this contract to any person

or entity

Z9 Joint and several liability

Z9.1 If the Contractor constitutes a joint venture, consortium or other unincorporated grouping of two or

more persons, these persons are deemed to be jointly and severally liable to the Employer for the

performance of the Contract.

Z9.2 The Contractor shall, within 1 week of the Contract Date, notify the Service Manager and the

Z9.3 The Contractor does not materially alter the composition of the joint venture, consortium or other

unincorporated grouping of two or more persons without prior written consent of the Employer.

Z10 Ethics

Z10.1 The Contractor undertakes:

Z10.1.1 not to give any offer, payment, consideration, or benefit of any kind, which constitutes or could be

construed as an illegal or corrupt practice, either directly or indirectly, as an inducement or reward

for the award or in execution of this contract;

Z10.1.2 to comply with all laws, regulations or policies relating to the prevention and combating of bribery,

corruption and money laundering to which it or the Employer is subject, including but not limited to

the Prevention and Combating of Corrupt Activities Act, .

Z10.2 The Contractor’s breach of this clause constitutes grounds for terminating the Contractor’s

obligation to Provide the Works or taking any other action as appropriate against the Contractor

(including civil or criminal action). However, lawful inducements and rewards shall not constitute

grounds for termination.

Z10.3 If the Contractor is found guilty by a competent court, administrative or regulatory body of

participating in illegal or corrupt practices, including but not limited to the making of offers (directly

or indirectly), payments, gifts, gratuity, commission or benefits of any kind, which are in any way

whatsoever in connection with the contract with the Employer, the Employer shall be entitled to

terminate the contract in accordance with the procedures stated in core clause 92.2. the amount

due on termination is A1.

Z11 Confidentiality

Contract Data C1.2

Z11.5 The Contractor ensures that all his Subcontractors abide by the undertakings in this clause.

Z12 Employer’s Step-in rights

Z12.1 If the Contractor defaults by failing to comply with his obligations and fails to remedy such default

within 2 weeks of the notification of the default by the Service Manager, the Employer, without

prejudice to his other rights, powers and remedies under the contract, may remedy the default either

himself or procure a third party (including any subcontractor or supplier of the Contractor) to do so

on his behalf. The reasonable costs of such remedial works shall be borne by the Contractor

Z12.2 The Contractor co-operates with the Employer and facilitates and permits the use of all required

information, materials and other matter (including but not limited to documents and all other

drawings, CAD materials, data, software, models, plans, designs, programs, diagrams, evaluations,

materials, specifications, schedules, reports, calculations, manuals or other documents or recorded

information (electronic or otherwise) which have been or are at any time prepared by or on behalf

of the Contractor under the contract or otherwise for and/or in connection with the works) and

generally does all things required by the Service Manager to achieve this end.

Z13 Liens and Encumbrances

Z13.1 The Contractor keeps the Equipment used to Provide the Services free of all liens and other

encumbrances at all times. The Contractor, vis-a-vis the Employer, waives all and any liens which

he may from time to time have, or become entitled to over such Equipment and any part thereof

and procures that his Subcontractors similarly, vis-a-vis the Employer, waive all liens they may have

or become entitled to over such Equipment from time to time

Z14 Intellectual Property

Contract Data C1.2

Z14.1 Intellectual Property (“IP”) rights mean all rights in and to any patent, design, copyright, trade mark,

trade name, trade secret or other intellectual or industrial property right relating to the Works.

Z14.2 IP rights remain vested in the originator and shall not be used for any reason whatsoever other than

carrying out the works.

Z14.3 The Contractor gives the Employer an irrevocable, transferrable, non-exclusive, royalty free licence

to use and copy all IP related to the works for the purposes of constructing, repairing, demolishing,

operating and maintaining the works

Z14.4 The written approval of the Contractor is to be obtained before the Contractor's IP made available

to any third party which approval will not be unreasonably withheld or delayed. Prior to making any

undertaking from any such third party on terms no less onerous than the terms the Employer would

use to protect its IP

Z14.5 The Contractor shall indemnify and hold the Employer harmless against and from any claim alleging

an infringement of IP rights (“the claim”), which arises out of or in relation to:

Z14.5.1 the Contractor’s design, manufacture, construction or execution of the Works

Z14.5.2 the use of the Contractor’s Equipment, or

Z14.5.3 the proper use of the Works.

Z14.6 The Employer shall, at the request and cost of the Contractor, assist in contesting the claim and the

Contractor may (at its cost) conduct negotiations for the settlement of the claim, and any litigation

or arbitration which may arise from it.

Z15 Dispute resolution:

Z15.1 Appointment of the

when a dispute arises, from the

a dispute arises from the Panel

of Arbitrators below. The Name Location Contact details

referring party nominates an (phone & e mail)

Arbitrator, which nomination is Adv. Ghandi Badela Gauteng +27 11 282 3700

either accepted or rejected by [email protected]

the other party. In the instance Mr. Errol Tate Pr. Durban +27 11 262 4001

of a rejection of the nominated Eng. [email protected]

Arbitrator, the referring Party Adv. Saleem Ebrahim Gauteng +27 11 535-1800

refers the appointment [email protected]

deadlock to the Chairman of Mr. Sebe Msutwana Gauteng +27 11 442 8555

the Johannesburg Bar Council, Pr. Eng. [email protected]

who appoints an Arbitrator Mr. Sam Amod Gauteng [email protected]

listed in the Panel of Arbitrators

below Adv. Sias Ryneke SC Gauteng 083 653 2281

[email protected]

a

Mr. Emeka Ogbugo Pretoria +27 12 349 2027

(Quantity Surveyor) [email protected]

Z16 Notification of a compensation event

Z16.1 Delete “eight weeks” in clause 61.3 and replace with “four weeks”. Delete the words “unless the

event arises from the Service Manager or the Supervisor giving an instruction, issuing a certificate,

changing an earlier decision or correcting an assumption.

Z17 BBBEE and Tax Clearance

Certificates

Z17.1 The Contractor shall be expected to annually present a compliant BEE Certificate and a Tax

Hereinafter referred to as “the Mandatary/ Principal Contractor”

Insurance Schedule C1.3

Insurance Schedule C1.3

cover shall remain in force whilst they and /or their employees are present on the Client’s

premises, or which shall remain in force for that duration of their contractual relationship with

the Client, whichever period is the longest.

a. Public Liability Insurance Cover as required by the Subcontract Agreement.

b. Any other Insurance cover that will adequately makes provision for any possible losses

and/or claims arising from their and /or their Subcontractors and/or their respective

employee’s acts and/or omissions on the Client’s premises.

performed.

Insurance Schedule C1.3

Insurance Schedule C1.3

C1.4 Insurance Schedule

in the ACSA insurance cover:

• Aviation liability insurance cover for an indemnity limit not less than R100 000 (one

hundred thousand rands).

• Submit proof of insurance to ACSA before the work starts, and annually for the

duration of the project.

Insurance Schedule C1.3

note that this item must be regarded as provisional and will only be payable to the Contractor when a

written order to this effect has been issued.

9. “Foreign” shall mean the CIF (Cost, Insurance and Freight) value.

C2.2 Price List (including the Activity Schedule)

The following Activity Schedule is provided “as-is” for the benefit of the Tenderer. ACSA cannot guarantee

that it is complete in all respects. The Tenderer is responsible for providing an Activity Schedule which is

accurate, complete and in accordance with their proposal. Also refer to C3 (Service information) for

activities that need to be priced. Only items listed in this Activity Schedule may be billed to the Employer.

Activity Schedule-Part 1: Maintenance of Luggage Trolleys and Trolley Movers

(reporting, inventory)

Insurance (ACSA-required for 12