Presentation: MSA Fehmidah Koor 15 March 2019 RFP - MSA Mandatory - - PowerPoint PPT Presentation

Hybrid Information Technology Outsourcing RFP Clarification Presentation: MSA Fehmidah Koor

15 March 2019

RFP - MSA

• Mandatory requirement- it must be submitted on or before close of

tender

• The MSA must be duly accepted by the authorised representative
• The Tenderer is required to sign the terms without any mark ups
• Multi vendor tender- it will be required of all the tenderers to sign the

co operation agreement between Eskom and the other third party tenderers at the time of contract award

• Section 197 Transaction applies to this transaction

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MSA Structure

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• Schedule A - Definitions
• Schedule B - Service Descriptions
• Schedule C - Performance Management
• Schedule D - Charges
• Schedule E - Governance
• Schedule F – Demand Management
• Schedule G – Transition
• Schedule H – Transformation
• Schedule I – Exit Assistance
• Schedule J – Parent Guarantee
• Schedule K – Performance Bond
• Schedule L – Cooperation Agreement Template
• Schedule M – Critical Deliverables
• Schedule N – Value And Competitiveness Rider
• Schedule O – HR Provisions
• Schedule P – POPI Agreement
• Schedule Q- Cloud

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Eskom Information Technology Outsourcing MSA Structure

GOVERNANCE AND DEMAND MANAGEMENT

CO-OPERATION AGREEMENT

TERMS AND CONDITIONS

POPI AGREEMENT

HR EXIT MANAGEMENT TRANSITION

CRITICAL DELIVERABLES

PRICING SERVICES

• description
• performance
• Standards
• Cloud

VALUE AND COMPETITIVE- NESS RIDER

Security for proper performance by supplier

• f its obligations over

the life of the agreement Specific alone standing agreement that regulates the processing of personal information The legal terms The deal definitional

• schedules. Define and

protect value in the deal and provide the basis from which evolution and change is made The standby schedules not required

• ther than for specific

purposes The relationship tool for managing the

• ngoing contract as it

evolves over time Specific alone standing agreement for conclusion between supplier and various Eskom appointed third party suppliers The transient

• schedules. Required

for specific periods and purposes, and end once the purpose is fulfilled.

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MSA: Main Schedule

1

INTRODUCTION (including Structure of Agreements; Condition Precedent)

2

TERM (including Term and Service Period, Right to Withdraw Services, Exit Assistance Periods

3

SERVICE RECIPIENTS includes all Eskom subsidiaries and its affiliates

4

SUBCONTRACTORS As per the RFP required to subcontract

5

THIRD PARTY SUPPLIER CO-OPERATION AND SERVICE INTEGRATOR includes – Schedule L

6

INTELLECTUAL PROPERTY RIGHTS AND SOFTWARE Deals with both parties IP

7

CONFIDENTIALITY, ESKOM DATA AND DATA PROTECTION (including Eskom Data)

8

WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS (including indemnities)

9

LIABILITY (including Escalation, Excused Performance and Step-In Rights

10 TERMINATION

(including termination for convenience)

11 MISCELLANEOUS

(including Anti Bribery and Fraud)

MSA: Legal Terms and Conditions

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• Term - 5 Years inclusive of both the transition and exit period
• Services Recipients - All the subsidiaries and the other affiliates to

which Eskom is a party

• Subcontracting - As per the specific RFP requirements
• Third Party Supplier Co operation – Multi vendor transaction should be

read in conjunction with Schedule L

• Intellectual Property Rights – regulates the licensing and development

arrangements

• Confidentiality and Data Protection- Read in conjunction with

Schedule P

• Warranties – Includes standard warranties for an IT Outsourcing

Transaction

• Cont. MSA: Legal Terms and Conditions

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• Supplier Liabilities – Capped to the greater of – 200% of the charges

for the contract year or 100% of the charges of all the contract years

• Applicable to all the tenders except for IaaS (central and regional) –

Capped to the greater of 300% of the charges for the contract year or 100% of the charges of all the contract years

• Insurance – Please ensure you complete the table – provide the

necessary supporting documents to verify the cover

• Termination – Convenience- read in conjunction with Schedule D
• Withdrawal of Service – Up to 80% no early termination fee

BBB EE

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• Eskom criteria for compliance is as per the specific RFP – Submit a

valid BBBEE Certificate prior to close of tender

• Service Credits will be levied for failure to meet the targets/levels

during the term

• Changes in legal status or BBBEE ratings/levels – Eskom to be

notified otherwise a ground for termination

• Annual basis - submit BBBEE Certificate
• Audit – read in conjunction with Schedule E
• SD&L (Supplier Development & Localisation) - As per the specific
• RFP. Supplier will be required to meet targets

Schedule C: Performance and Consequence Management

Performance Standards Services Levels KPI’s

Deliverable Credits (Transition,

Project and Transformation Performance Standards)

Qualitative and Quantitative Measures

Service Improvement Plans and Service Credits

Note: Transition to be executed within 3 months or less

Service Credit Methodology

Calculation: SC=WFxPLMxCLFxAt Risk Amount (SLP = Service Level Performance) Service Level Weighting Factor (WF)/ Multiplier Performance Level Multiplier (PLM) Consecutive Failure Multiplier (CFM) 1 No single SL > 100% TBD SLP is below Target Level but above Defective Level - x1 SLP is below Defective Level but above Material Default Level - x1.5 SLP is below Material Default Level - x2 Critical Default - LDs / Step In / Termination 2 consecutive failure in relation to a service level - x2 3 or more consecutive failures in relation to a service level - x4 SLP is below Target Service Level for any 4 consecutive measurement periods OR below the Defective Level for any 2 consecutive measurement periods = Critical Service Level Default (StepIn/Termination Damages)

Service Credit Methodology (continue)

Calculation: SC=WFxPLMxCLFxAt Risk Amount (SLP = Service Level Performance) Service Level Weighting Factor (WF)/ Multiplier Performance Level Multiplier (PLM) Consecutive Failure Multiplier (CFM) 2 TBD 3 TBD 4 TBD 5 TBD At Risk Amount: 15%

• f Monthly

Charges Capped at 200% of 15%

Deliverable Credits

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Milestone Weighting Calculation Transition Milestone 0%-100% DC =WFxMonthly Charges for Transition Services Project Milestone 0%-100% DC =WFxProject Milestone Payment Transformation Milestone 0%-100% DC= WFx Monthly Charges for Transition Services At Risk Amount - 15% of Monthly charges of Project

SD&L CREDITS

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Delay in Date for Achieving Threshold Credit / Remedy 1 to 180 days 2.5% Monthly Charges for each day of delay Further delay (>180) Step In / Termination

Consequence Management: Change and Exceptions

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Types of Change:

• Adding new Service Levels or KPI’s
• Deleting Service Levels or KPI’s
• Changing Weighting Factors
• No single SL’s WF > 100 %

Excused Events (failure by Eskom to perform defined Eskom Dependencies):

• Relief against Service Credits
• Prescribed list of events
• Subject to rules and process (Relief Notice)

Schedule O: HR S197 on entry

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S197 will apply on commencement of the Services following Transition Employee terms and conditions will be provided to bidders during RFP process

Employees falling within the scope of services to be automatically transferred Successor Supplier:

• Required to propose

intended approach to transfer employees

• Information and

consultation process prior to transfer

• Collaborative approach to

ensure smooth transition

• Accrued and unpaid rights to

severance/leave etc.

• values to be agreed and set
• ut in contract
• Accrued rights to transfer in

full

• Transferred employees not

to be dismissed/retrenched for 12 months after commencement of the services

Pensions: Eskom will provide pension details - Supplier to confirm pension arrangements that will apply to transferring employees

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HR – S197 on exit

Incumbent Supplier Transferring Employees Successor Supplier S197 will apply on exit from the Agreement (in whole or in part and potentially a withdrawal)

Eskom will work with outgoing supplier and incoming supplier to assess employee needs Supplier expected to staff appropriately over life of contract to mitigate risks

• f large number of unwanted

Employees. Restriction on amendments to Employee terms and conditions 12 months prior to expiry or upon notice of expiry of the contract

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Thank you