Hybrid Information Technology Outsourcing RFP Clarification Presentation: MSA Fehmidah Koor - 15 March 2019
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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 2019/03/16 2
MSA Structure - 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 2019/03/16 3
Eskom Information Technology Outsourcing
MSA Structure
Specific alone
standing agreement
that regulates the
The legal terms
processing of personal
information
CONDITIONS
POPI AGREEMENT
TERMS AND
The deal definitional
schedules. Define and The standby
protect value in the schedules not required
deal and provide the other than for specific
basis from which purposes
evolution and change
is made
VALUE AND
SERVICES COMPETITIVE-
- description NESS RIDER
- performance
- Standards
- Cloud
HR
GOVERNANCE
PRICING AND DEMAND
MANAGEMENT EXIT
MANAGEMENT
CO-OPERATION
AGREEMENT
Security for proper The transient
performance by supplier schedules. Required
of its obligations over for specific periods
the life of the agreement and purposes, and
end once the purpose
CRITICAL DELIVERABLES
is fulfilled. The relationship tool
for managing the
ongoing contract as it
TRANSITION
evolves over time
Specific alone
standing agreement
for conclusion between
supplier and various
Eskom appointed third
party suppliers
2019/03/16 4MSA: Main Schedule
(including Structure of Agreements;
1 INTRODUCTION
Condition Precedent)
(including Term and Service Period, Right to
2 TERM
Withdraw Services, Exit Assistance Periods
includes all Eskom subsidiaries and its
3 SERVICE RECIPIENTS
affiliates
4 SUBCONTRACTORS As per the RFP required to subcontract
THIRD PARTY SUPPLIER CO-OPERATION
5 includes – Schedule L
AND SERVICE INTEGRATOR
INTELLECTUAL PROPERTY RIGHTS AND
6 Deals with both parties IP
SOFTWARE
CONFIDENTIALITY, ESKOM DATA AND
7 (including Eskom Data)
DATA PROTECTION
WARRANTIES, REPRESENTATIONS AND
8 (including indemnities)
UNDERTAKINGS
(including Escalation, Excused Performance
9 LIABILITY
and Step-In Rights
10 TERMINATION (including termination for convenience)
11 MISCELLANEOUS (including Anti Bribery and Fraud)
2019/03/16 5MSA: Legal Terms and Conditions • 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 2019/03/16 6
Cont. MSA: Legal Terms and Conditions • 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 2019/03/16 7
BBB EE • 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 2019/03/16 8
Schedule C: Performance and Consequence
Management
Performance
Standards
Deliverable
Services Credits (Transition, Qualitative and
KPI’s Project and Quantitative
Levels Transformation
Measures
Performance Standards)
Service Improvement
Plans and Service
Credits
Note: Transition to be executed within 3 months or lessService Credit Methodology
Calculation: SC=WFxPLMxCLFxAt Risk Amount
(SLP = Service Level Performance)
Weighting Performance
Service Factor (WF)/ Level Consecutive Failure
Level Multiplier Multiplier (PLM) Multiplier (CFM)
1 No single TBD SLP is below Target Level but above 2 consecutive failure in
SL > 100% Defective Level - x1 relation to a service level -
x2
SLP is below Defective Level but above
Material Default Level - x1.5 3 or more consecutive
failures in relation to a
SLP is below Material Default Level - x2 service level - x4
Critical Default - LDs / Step In / SLP is below Target
Termination 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)
Weighting Performance
Service Factor (WF)/ Level Consecutive Failure
Level Multiplier Multiplier (PLM) Multiplier (CFM)
2 TBD
3 TBD
4 TBD
5 TBD
At Risk Capped at
Amount: 15% 200% of 15%
of Monthly
ChargesDeliverable Credits
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
2019/03/16 12SD&L CREDITS
Delay in Date for Achieving Threshold Credit / Remedy
2.5% Monthly Charges for each day of
1 to 180 days
delay
Further delay (>180) Step In / Termination
2019/03/16 13Consequence Management: Change and Exceptions 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) 2019/03/16 14
Schedule O: HR S197 on entry
S197 will apply on commencement of the Services following Transition Employee terms and
conditions will be provided to bidders during RFP process
• Information and
consultation process prior
to transfer
• Collaborative approach to
ensure smooth transition
Employees falling Successor Supplier:
• Accrued and unpaid rights to
within the scope of
severance/leave etc.
services to be • values to be agreed and set - Required to propose
automatically out in contract intended approach to
transferred • Accrued rights to transfer in transfer employees
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
2019/03/16 15HR – S197 on exit
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
Incumbent Supplier
of large number of unwanted Successor Supplier
Transferring Employees.
Employees
Restriction on amendments to
Employee terms and conditions
12 months prior to expiry or upon
notice of expiry of the contract
2019/03/16 16Thank you 2019/03/16 17
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