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ADVERT NUMBER:
CT102/2011
CT FILE NUMBER:
CT2017/2011
DEPT. REF: TM 006/2011
SOLUTION FOR THEIMPLEMENTATION OFEUCARIS IN MALTA
Date Published: 08 APR 2011
Closing Date: 31 MAY2011 at 10:00am CET
Cost of the Tender Document: €85.00
IMPORTANT:
Tenderers are to ensure that the mandatory tender guarantee (bid bond) of €5,000 is to remain valid up to 28 OCT 2011
Clarifications shall be uploaded and will be available to view/download from www.contracts.gov.mt/tenders
Department of Contracts
Notre Dame Ravelin, Floriana FRN 1600, Malta. Tel: (356) 21220212. Fax: (356) 21247681 Email: [email protected]
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SERVICE TENDERTable of Contents
Table of Contents.................................................................................2VOLUME 1 SECTION 1 – INSTRUCTIONS TO TENDERERS..........................5A. GENERAL PART.................................................................................5
1. General Instructions........................................................................................52. Timetable.........................................................................................................53. Lots..................................................................................................................64. Financing.........................................................................................................65. Eligibility..........................................................................................................66. Selection Criteria.............................................................................................67. Only One Tender Per Tenderer........................................................................78. Tender Expenses.............................................................................................79. Clarification Meeting........................................................................................7
B. TENDER DOCUMENTS.......................................................................810. Content of Tender Document........................................................................811. Explanations/Clarification Notes Concerning Tender Documents..................812. Labour Law....................................................................................................813. Law................................................................................................................8
C. TENDER PREPARATION.....................................................................914. Language of Tenders.....................................................................................915. Presentation of Tenders.................................................................................916. Content of Tender (Single-Envelope System)................................................917. Tender Prices...............................................................................................1018. Currencies of Tender and Payments............................................................1019. Period of Validity of Tenders........................................................................1020. Tender Guarantee (Bid Bond)......................................................................1121. Variant Solutions.........................................................................................1122. Preparation and Signing of Tenders.............................................................11
D. SUBMISSION OF TENDERS..............................................................1223. Sealing and Marking of Tenders..................................................................1224. Extension of Deadline for Submission of Tenders........................................1225. Late Tenders................................................................................................1226. Alterations and Withdrawal of Tenders........................................................12
E. OPENING AND EVALUATION OF OFFERS...........................................1227. Opening of Tenders.....................................................................................1328. Secrecy of the Procedure.............................................................................1329. Clarification of Tenders................................................................................1330. Tender Evaluation Process...........................................................................1331. Correction of Arithmetical Errors.................................................................14
F. CONTRACT AWARD.........................................................................1432. Criteria for Award........................................................................................1433. Right of the Central Government Authority to accept or reject any Tender 1434. Notification of Award, Contract Clarifications..............................................1535. Contract Signing and Performance Guarantee............................................1536. Commencement of Services........................................................................16
G. MISCELLANEOUS............................................................................1637. Ethics Clauses..............................................................................................1638. Data Protection and Freedom of Information..............................................1739. Gender Equality...........................................................................................17
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VOLUME 1 SECTION 2 – TENDER FORM.................................................17VOLUME 1 SECTION 3 – TENDER GUARANTEE FORM..............................21VOLUME 1 SECTION 4 - TENDERER’S STATEMENTS...............................22
1. Statement on Conditions of Employment......................................................222. Experience as Contractor..............................................................................233. Key Experts....................................................................................................243.1 Statement on Exclusivity and Availability....................................................254. Literature.......................................................................................................26
VOLUME 1 SECTION 5 – GLOSSARY......................................................27VOLUME 1 SECTION 6 – EXTRACTS FROM THE PUBLIC PROCUREMENT REGULATIONS....................................................................................30
Part XIII - Appeals..............................................................................................30VOLUME 1 SECTION 7 - QUESTIONNAIRE..............................................31
Notes to Tenders...............................................................................................31Form 1 - Power of Attorney................................................................................32Form 1 - Power of Attorney................................................................................32Form 2 - Data on Joint Venture/Consortium (Where applicable)........................33Form 3 - Sub-Contracting...................................................................................34Form 4 - Overview of Tenderer’s Personnel.......................................................35Form 5 - Quality Assurance System/s................................................................36
VOLUME 2 SECTION 1 – DRAFT CONTRACT FORM..................................37SCHEDULE 1 THE SOLUTION................................................................61SCHEDULE 2 IMPLEMENTATION PLAN....................................................67SCHEDULE 3 LICENSE TERMS...............................................................72SCHEDULE 4 POST-IMPLEMENTATION SERVICES......................................74SCHEDULE 5 SECURITY REQUIREMENTS.................................................78SCHEDULE 6 BUSINESS CONTINUITY AND DISASTER RECOVERY..................87SCHEDULE 7 CHARGES AND INVOICING..................................................92SCHEDULE 8 RECORDS PROVISION.......................................................97SCHEDULE 9 KEY PERSONNEL.............................................................99SCHEDULE 10 NOTIFIED SUBCONTRACTORS...........................................100SCHEDULE 11 GOVERNANCE...............................................................101SCHEDULE 12 CHANGE CONTROL PROCEDURE.......................................105SCHEDULE 13 STANDARDS..................................................................114SCHEDULE 14 PERFORMANCE GUARANTEE............................................115SCHEDULE 15 EXIT MANAGEMENT........................................................116SCHEDULE 16 GENERAL TERMS AND CONDITIONS....................................124VOLUME 2 SECTION 2 – SPECIMEN PERFORMANCE GUARANTEE...........125VOLUME 3 SECTION 1 – CONTRACTING AUTHORITY’S REQUIREMENTS (TERMS OF REFERENCE)....................................................................126
1. Background Information..............................................................................1271.1 - Beneficiary Country.......................................................................................................1271.2 - Central Government Authority......................................................................................1271.3 - Contracting Authority....................................................................................................1271.4 - Relevant Country Background.......................................................................................1271.5 - Current State of Affairs in the Relevant Sector..............................................................1271.6 - Related Programmes and Donor Activities....................................................................127
2. Contract Objectives and Expected Results..................................................1282.1 - Overall Objectives.........................................................................................................1282.2 - Specific Objectives........................................................................................................1302.3 - Results to be achieved by the Tenderer........................................................................131
3. Assumptions and Risks................................................................................1343.1 - Assumptions Underlying the Project..............................................................................1343.2 – Risks.............................................................................................................................134
4. Scope of the Work.......................................................................................1344.1 – General.........................................................................................................................1344.2 - Specific Activities..........................................................................................................135
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4.3 - Project Management.....................................................................................................1425. Logistics and Timing....................................................................................143
5.1 – Location........................................................................................................................1435.2 - Commencement Date & Period of Execution.................................................................143
6. Requirements..............................................................................................1456.1 – Personnel......................................................................................................................1456.2 - Facilities to be provided by the Tenderer......................................................................146
7. Reports........................................................................................................1467.1 - Reporting Requirements...............................................................................................1467.2 - Submission & approval of progress reports...................................................................146
8. Monitoring and Evaluation...........................................................................1478.1 - Definition of Indicators..................................................................................................1478.2 - Special Requirements....................................................................................................147
VOLUME 3 SECTION 2 – TENDERER’S TECHNICAL OFFER......................148VOLUME 4 - FINANCIAL BID...............................................................188VOLUME 5 – DRAWINGS....................................................................196
List of drawings attached................................................................................196List of design documents available..................................................................197
ANNEXES.............................................................................................................198
~~~~~~~~~~~~~~~
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VOLUME 1 SECTION 1 – INSTRUCTIONS TO TENDERERS
A. GENERAL PART
1. General Instructions
1.1 In submitting a tender, the tenderer accepts in full and in its entirety, the content of this tender document, including subsequent Clarifications issued by the Central Government Authority, whatever his own corresponding conditions may be, which he hereby waives. Tenderers are expected to examine carefully and comply with all instructions, forms, contract provisions and specifications contained in this tender document.
No account can be taken of any reservation in the tender as regards the tender document; any disagreement, contradiction, alteration or deviation shall lead to the tender offer not being considered any further.
The Evaluation Committee shall, after having obtained approval by the General Contracts Committee, request rectifications in respect of incomplete/non-submitted information pertinent to the documentation as outlined in sub-Clause 16.1(a), 16.1(b), and 16.1(c) of these Instructions to Tenderers. Such rectification/s must be submitted within two (2) working days from notification, and will be subject to a non-refundable administrative penalty of €50: failure to comply shall result in the tender offer not being considered any further.
No rectification shall be allowed in respect of the documentation as outlined in sub-Clause 16.1(d), 16.1(e) and 16.1(f) of these Instructions to Tenderers. Only clarifications on the submitted information in respect of the latter may be eventually requested.
1.2 This is a call for tender to be provided with the supply of a Solution required by Transport Malta (TM) that will permit Malta to share electronically vehicle related information with other Member States through the EUCARIS application abiding to the service levels as described in this ITT. Henceforth the prime objective of this invitation to tender is to select and award a technically capable and competent supplier able to provide the Contracting Authority with all the services requested in this ITT.
1.3 This is a global-price contract.
1.4 The tenderer will bear all costs associated with the preparation and submission of the tender. The Central Government Authority will in no case be responsible or liable for such costs, whatever the conduct or outcome of the procedure.
1.5 The Central Government Authority retains ownership of all tenders received under this tender procedure. Consequently, tenderers have no right to have their tenders returned to them.
2. Timetable
DATE TIME*
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Clarification Meeting(Refer to Clause 9.1) 26 APR 2011 10.00am
Deadline for request for any additional information from the Contracting Authority
16 MAY 2011 _
Last date on which additional information are issued by the Contracting Authority
25 MAY 2011 _
Deadline for submission of tenders / Tender Opening Session(unless otherwise modified in terms of Clause 11.3)
31 MAY 2011 10:00am
* All times Central European Time (CET)
3. Lots3.1 This tender is not divided into lots, and tenders must be for the whole of quantities
indicated. Tenders will not be accepted for incomplete quantities.
4. Financing4.1 The beneficiary of the financing is Transport Malta (TM).
5. Eligibility5.1 Participation in tendering is open on equal terms to all natural and legal persons of
the Member States of the European Union, the beneficiary country, any other country in accordance with Regulation 76 of the Public Procurement Regulations.
5.2 Natural persons, companies or undertakings who fall under any of the conditions set out in Regulation 50 of the Public Procurement Regulations, 2010 (Legal Notice 296 of 2010) may be excluded from participation in and the award of contracts. Tenderers or candidates who have been guilty of making false declarations will also incur financial penalties representing 10% of the total value of the contract being awarded.
5.3 Tenders submitted by companies forming a joint venture/consortium must fill in Form 2: Data on Joint Venture/Consortium (where applicable) (Volume 1 – Section 7) and also fulfil the following requirements:
One partner must be appointed lead partner and that appointment confirmed by submission of powers of attorney signed by legally empowered signatories representing all the individual partners. The tender must include a preliminary agreement or letter of intent stating that all partners assume joint and several liability for the execution of the contract, that the lead partner is authorised to bind, and receive instructions for and on behalf of, all partners, individually and collectively.
All partners in the joint venture/consortium are bound to remain in the joint venture/consortium until the conclusion of the contracting procedure. The consortium/joint venture winning this contract must include the same partners for the whole performance period of the contract other than as may be permitted or required by law.
5.4 All materials, equipment and services to be supplied under the contract must originate in an eligible country. For these purposes, "origin" means the place where the materials and/or equipment are mined, grown, produced or manufactured and/or from which services are provided.
6. Selection Criteria
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6.1 In order to be considered eligible for the award of the contract, tenderers must provide evidence that they meet or exceed certain minimum qualification criteria described hereunder.
In the case of a joint venture, the joint venture as a whole must satisfy the minimum qualifications required below.
6.1.1 No evidence of economic and financial standing is required.
6.1.2 (An economic operator may, where appropriate and for a particular contract, rely on the capacities of other entities, regardless of the legal nature of the links which it has with them. It must in that case prove to the contracting authority that it will have at its disposal the resources necessary for the execution of the contract, for example, by producing an undertaking by those entities to place the necessary resources at the disposal of the economic operator)
This information must follow the forms in Volume 1, Section 4 of the tender documents and include:
Evidence of relevant experience in carrying out services of a similar nature over the past five years from publication of tender, including the nature and value, as well as contracts in hand and contractually committed. The minimum value of projects of a similar nature completed shall be not less than €90,000 (ninety thousand Euro) per annum.
The minimum number of projects of a similar scope/nature completed in the last five years (i.e. 2006, 2007, 2008, 2009, 2010) must be at least two in number.
In so listing the end clients, the tenderer is giving his consent to the Evaluation Committee, so that the latter may, if it deems necessary, contact the relevant clients, with a view to obtain from them an opinion on the works provided to them, by the tenderer. The tenderer is requested to attach a letter of recommendations from all referenced end clients.
A list of the key experts (not less than three as specified in this ITT) and any other staff proposed for the execution of the contract. The tender requests CVs of key experts and other staff to substantiate their claims in respect to the workforce proposed and signed Declarations of Exclusivity and Availability. Key experts are expected to have a minimum of two (2) years experience in their roles as requested in the Response Format (Volume 3 Section 2) of this ITT. Key experts and other staff are expected to have a minimum of one (1) year experience in services requested in the Response Format (Volume 3 Section 2) of this ITT. The Evaluation Committee reserves the right to request the tenderers to substantiate their claims in respect to the staff proposed by requesting additional information (if deemed necessary) during the evaluation stage.
Details of the quality assurance system(s) which would be available for ensuring successful completion of the works by the Tenderer. Where applicable, the Tenderer is to provide an indication of the technicians or technical bodies involved, where or not belonging directly to the economic operator’s undertaking especially those responsible for quality control and those upon whom the contractor can call in order to carry out the work (Volume 1 Section 7, Form 5: Quality Assurance System/s).
7. Only One Tender Per Tenderer7.1 Submission or participation by a tenderer in more than one tender for a contract
will result in the disqualification of all those tenders for that contract in which the party is involved.
7.2 A company may not tender for a given contract both individually and as a partner Page 8
in a joint venture/consortium.
7.3 A company may not tender for a given contract both individually/partner in a joint venture/consortium, and at the same time be nominated as a sub-contractor by any another tenderer, or joint venture/consortium.
7.4 A company may act as a sub-contractor for any number of tenderers, and joint ventures/consortia, provided that it does not participate individually or as part of a joint venture/consortium, and that the nominations do not lead to a conflict of interest, collusion, or improper practice.
8. Tender Expenses8.1 The tenderer will bear all costs associated with the preparation and submission of
the tender.
8.2 The Central Government Authority will neither be responsible for, nor cover, any expenses or losses incurred by the tenderer through site visits and inspections or any other aspect of his tender.
9. Clarification Meeting9.1 A clarification meeting will be held on the date and time indicated in Clause 2, at
Malta Transport Centre, Marsa to answer any questions on the tender document which have been forwarded in writing, or are raised during the same meeting. Minutes will be taken during the meeting, and these (together with any clarifications in response to written requests which are not addressed during the meeting) shall be posted online as a clarification note as per Clause 11.2.
Meetings/visits by individual prospective tenderers during the tender period other than this meeting for all prospective tenderers cannot be permitted.
B. TENDER DOCUMENTS
10. Content of Tender Document10.1 The set of tender documents comprises the following documents and should be
read in conjunction with any clarification notes issued in accordance with Clause 24:Volume 1 Instructions to TenderersVolume 2 Draft ContractVolume 3 Terms of ReferenceVolume 4 Model Financial BidVolume 5 Drawings
10.2 Tenderers bear sole liability for examining with appropriate care the tender documents, including those design documents available for inspection, and any clarification notes to the tender documents issued during the tendering period, and for obtaining reliable information with respect to conditions and obligations that may in any way affect the amount or nature of the tender or the execution of the works. In the event that the tenderer is successful, no claim for alteration of the tender amount will be entertained on the grounds of errors or omissions in the obligations of the tenderer described above.
10.3 The tenderer must provide all documents required by the provisions of the tender document. All such documents, without exception, must comply strictly with these conditions and provisions and contain no alterations made by the tenderer.
11. Explanations/Clarification Notes Concerning Tender Page 9
Documents11.1 Tenderers may submit questions in writing to the Central Government Authority
through: sending an email to [email protected] online from the Registered Users’ Questions and Answers facility within the
tender’s page through www.contracts.gov.mt/contact-us fax number +356 21247681
up to 16 calendar days before the deadline for submission of tenders. The Central Government Authority must reply to all tenderers' questions, and amend the tender documents by publishing clarification notes, up to at least 6 calendar days before the deadline for submission of tenders.
11.2 Questions and answers, and alterations to the tender document will be published as a clarification note on the website of the Department of Contracts (www.contracts.gov.mt/tenders) within the respective tender’s page, under the subheading “Preview & Free Tender Documents, and Clarifications”. Clarification notes will constitute an integral part of the tender documentation, and it is the responsibility of tenderers to visit this website and be aware of the latest information published online prior to submitting their Tender.
11.3 The Central Government Authority may, at its own discretion, as necessary and in accordance with Clause 24, extend the deadline for submission of tenders to give tenderers sufficient time to take clarification notes into account when preparing their tenders.
12. Labour Law12.1 Particular attention is drawn to the conditions concerning the employment of
labour in Malta and the obligation to comply with all regulations, rules or instructions concerning the conditions of employment of any class of employee.
13. Law13.1 By submitting their tenders, tenderers are accepting that this procedure is
regulated by Maltese Law, and are deemed to know all relevant laws, acts and regulations of Malta that may in any way affect or govern the operations and activities covered by the tender and the resulting contract.
C. TENDER PREPARATION
14. Language of Tenders14.1 The tender and all correspondence and documents related to the tender
exchanged by the tenderer and the Central Government Authority must be written in English.
14.2 Supporting documents and printed literature furnished by the tenderer may be in another language, provided they are accompanied by an accurate translation into English. For the purposes of interpretation of the tender, the English language will prevail.
15. Presentation of Tenders15.1 Tenders must satisfy the following conditions:
(a) All tenders must be submitted in one original, clearly marked “original”, and one identical copy (including all documentation as in the original) signed in
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the same way as the original and clearly marked “copy”
(b) Both documents are to be separately sealed and placed in another sealed envelope/package so that the bid can be identified as one tender submission. Following the tender opening session, the copy shall be kept, unopened, at the Department of Contracts, for verification purposes only should the need arise.
(c) All tenders must be received by date and time indicated in the timetable at Clause 2 and deposited in the tender box at the entrance of the Department of Contracts, Notre Dame Ravelin, Floriana, FRN 1600, Malta.
(d) All package, as per (b) above, must bear only:(i) the above address;(ii) the reference of the invitation to tender concerned;(iii) the name of the tenderer.
16. Content of Tender (Single-Envelope System)16.1 The tender must comprise the following duly completed documents, inserted in a
single, sealed envelope (unless their volume requires a separate submission):
(a) An original bid-bond for the amount of €5,000 [Five thousand Euros], in the form provided in Volume 1, Section 3(Note 1)
(b) General/Administrative Information(Note 2)
(i) Proof of Purchase of tender document (receipt)(ii) Statement on Conditions of Employment (Volume 1, Section 4 – 1.
Statement on Conditions of Employment)
Selection Criteria
(c) Financial and Economic Standing(Note 2)
(i) No Evidence of economic and financial standing is required
(d) Technical Capacity(Note 3)
(i) Experience as Contractor (Volume 1, Section 4 – 2. Experience as Contractor)
(ii) Personnel (Key Experts) to be employed on contract (Volume 1, Section 4 – 3. Key Experts)
(iii) Quality Assurance System/s employed by the Tenderer (Volume 1, Section 7 – Form 5)
(e) Evaluation Criteria/Technical Specifications (Note 3)
i. Tenderer’s Technical Offer Volume 3, Section 2 - Response Format Part 1 (Minimum Requirements).
ii. Volume 1, Section 4 – 4. Literature; a separate Literature form is to be submitted for each option tendered, each form clearly marked ‘Option 1’, ‘Option 2’ etc.
(f) Tender Form, and Financial Offer/Bill of Quantities (Note 3)
(i) The Tender Form in accordance with the form provided in Volume 1, Section 2; a separate Tender Form is to be submitted for each option tendered, each form clearly marked ‘Option 1’, ‘Option 2’ etc.;
(ii) A financial bid in the form provided in Volume 4.
Notes to Clause 16.1:1. Tenderers will be requested to clarify/rectify, within two working days from
notification, the tender guarantee only in the following two circumstances: either incorrect validity date, and/or incorrect value.
2. Tenderers will be requested to either clarify/rectify any incorrect and/or incomplete documentation, and/or submit any missing documents within two working days from notification.
3. No rectification shall be allowed. Only clarifications on the submitted Page 11
information may be requested.
Tenderers must indicate where the above documentation is to be found in their offer by using an index. All documentation is to be securely bound/filed.
Tenderers are NOT required NOR expected to submit, with their offer, any components of the tender document except those specifically mentioned in Clause 16.
17. Tender Prices17.1 The tender price must cover the whole of the works as described in the tender
documents.
17.2 The tenderer must provide a breakdown of the overall price in Euro (€).
17.3 Tenderers must quote all components of the price inclusive of taxes, customs and import duties, and any discounts. Except as may otherwise be provided for in the contract, no payment will be made for items which have not been costed.
17.4 Different options are to have different technical, financial and literature submission; a separate Tender Form (as per Volume 1, Section 2) marked ‘Option 1’, ‘Option 2’ etc. for each individual option clearly outlining the price and literature of the relative option is to be submitted.
17.5 If the tenderer offers a discount, the discount must be absorbed in the rates of the Bill of Quantities/Financial Statement.
17.6 The prices for the contract, must include all of the works to be provided. The prices quoted are fixed and not subject to revision or escalation in costs, unless otherwise provided for in the Contract.
18. Currencies of Tender and Payments18.1 The currency of the tender is the Euro (€). All sums in the breakdown of the overall
price, in the questionnaire and in other documents must be expressed in Euro (€), with the possible exception of originals of bank and annual financial statements.
18.2 Payments will be made upon certification of services by the Contracting Authority, based on the invoice issued by the Contractor, in accordance with the timeframes, terms and conditions of the contract.
18.3 All correspondence relating to payments, including invoices and interim and final statements, must be submitted as outlined in the contract.
19. Period of Validity of Tenders19.1 Tenders must remain valid for a period of 150 days after the deadline for
submission of tenders indicated in the contract notice, the tender document or as modified in accordance with Clauses 11.3 and/or 24. Any tenderer who quotes a shorter validity period will be rejected.
19.2 In exceptional circumstances the Central Government Authority may request that tenderers extend the validity of tenders for a specific period. Such requests and the responses to them must be made in writing. A tenderer may refuse to comply with such a request without forfeiting his tender guarantee (Bid Bond). However, his tender will no longer be considered for award. If the tenderer decides to accede to the extension, he may not modify his tender. He is, however, bound to extend the validity of his tender guarantee for the revised period of validity of the tender.
19.3 The successful tenderer must maintain his tender for a further 60 days from the Page 12
date of notification of award.
20. Tender Guarantee (Bid Bond)20.1 The tender guarantee is set at the amount of €5,000 [five thousand Euros] and
must be an original and valid guarantee presented in the form specified in Section 3. The guarantee must be issued by a local Maltese Bank or a Financial Institution licensed by a recognized Financial Regulator in the country where the company is located and who assumes responsibility for claims and payments to the amount as stated above. It must remain valid up to and including 28 th October, 2011 from the deadline of submissions of tenders (as referenced in Clause 2 Timetable of this ITT). The tender guarantee must be drawn up in the name of the Director General of the Department of Contracts, Notre Dame Ravelin, Floriana, FRN 1600, Malta.
The tender guarantee (bid bond) is intended as a pledge that the tenderer will not retract his offer up to the expiry date of the guarantee and, if successful, that he will enter into a contract with the Director General of Contracts on the terms and conditions stated in the tender document.
Hence, the guarantee shall be forfeited if the tenderer withdraws his tender before the above-mentioned validity date or if the tenderer fails to provide the Performance Guarantee.
Tender guarantees provided by tenderers who have not been selected shall be released within 30 calendar days from the signing of the contract. The tender guarantee of the successful tenderer shall be released on the signing of the contract, and on submission of a valid performance guarantee.
Offers that are not accompanied with the mandatory Tender Guarantee (Bid Bond) by the Closing Date and Time of the tender will be automatically disqualified.
Tenderers will be requested to clarify/rectify, within two working days from notification, the tender guarantee submitted, only in the following two circumstances: either incorrect validity date, and/or incorrect value. Such rectification/s must be submitted within two (2) working days, and will be subject to a non-refundable administrative penalty of €50. Failure to comply shall result in the tender offer not being considered any further.
21. Variant Solutions21.1 No variant solutions will be accepted. Tenderers must submit a tender in
accordance with the requirements of the tender document.
22. Preparation and Signing of Tenders22.1 All tenders must be submitted in one original, clearly marked “original”, and one
identical copy (including all documentation as in the original) signed in the same way as the original and clearly marked “copy” and soft copies. Tenders must comprise the documents specified in Clause 16 above.
It is the responsibility of the tenderers to ensure that both the original, copy and soft copy are an identical representation of one another.
22.2 The tenderer’s submission must be typed in, or handwritten in indelible ink. Any pages on which entries or corrections to his submission have been made must be initialled by the person or persons signing the tender. All pages must be numbered consecutively by hand, machine or in any other way acceptable to the Central Government Authority.
22.3 The tender must contain no changes or alterations, other than those made in accordance with instructions issued by the Central Government Authority (issued
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as clarification notes) or necessitated by errors on the part of the tenderer. In the latter case, corrections must be initialled by the person signing the tender.
22.4 The tender will be rejected if it contains any alteration, tampering, addition or deletion to the tender documents not specified in a clarification note issued by the Central Government Authority.
D. SUBMISSION OF TENDERS
23. Sealing and Marking of Tenders23.1 The tenders must be submitted in English and deposited in the Department’s
tender box before the deadline specified in Clause 2 or as otherwise specified in accordance with Clause 11.1 and/or 24.1. They must be submitted:
EITHER by recorded delivery (official postal/courier service) or hand delivered to:
Department of Contracts,Notre Dame Ravelin,Floriana, FRN 1600Malta
Tenders submitted by any other means will not be considered.
23.2 Tenderers must seal the original, and identical copy, of their tender as outlined in Clause 15.
23.3 If the outer envelope is not sealed and marked as required in Sub clause 15.1, the Central Government Authority will assume no responsibility for the misplacement or premature opening of the tender.
24. Extension of Deadline for Submission of Tenders24.1 The Central Government Authority may, at its own discretion, extend the deadline
for submission of tenders by issuing a clarification note in accordance with Clause 11. In such cases, all rights and obligations of the Central Government Authority and the tenderer regarding the original date specified in the contract notice will be subject to the new date.
25. Late Tenders25.1 All tenders received after the deadline for submission specified in the contract
notice or these instructions will be kept by the Central Government Authority. The associated guarantees will be returned to the tenderers.
25.2 No liability can be accepted for late delivery of tenders (deadline of submission of tenders/tender opening session as per table in Volume 1 Section 1 – A.2). Late tenders will be rejected and will not be evaluated.
26. Alterations and Withdrawal of Tenders26.1 Tenderers may alter or withdraw their tenders by written notification prior to the
deadline of submission of tenders/tender opening session as per table in Volume 1 Section 1 – A.2. No tender may be altered after the deadline for submission.
26.2 Any notification of alteration or withdrawal must be prepared, sealed, marked and submitted in accordance with Clause 23, and the envelope must also be marked with "alteration" or "withdrawal".
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26.3 The withdrawal of a tender in the period between the deadline for submission and the date of expiry of the validity of the tender will result in forfeiture of the tender guarantee provided for in Clause 20.
E. OPENING AND EVALUATION OF OFFERS
27. Opening of Tenders27.1 Tenders will be opened in public session on the date and time indicated in
the timetable at Clause 2 (or as otherwise specified in accordance with Clause 11.1 and/or 24.1) at the Department of Contracts, Notre Dame Ravelin, Floriana, FRN 1600, Malta by the General Contracts Committee. They will draw up a ‘Summary of Tenders Received’ which will be published on the notice board at the Department of Contracts and shall also be available to view on the Department’s website, www.contracts.gov.mt/tenders.
27.2 At the tender opening, the tenderers' names, the tender prices, variants, written notification of alterations and withdrawals, the presence of the requisite tender guarantee and any other information the Central Government Authority may consider appropriate will be published.
27.3 Envelopes marked "withdrawal" will be read out first and returned to the tenderer.
27.4 Reductions or alterations to tender prices made by tenderers after submission will not be taken into consideration during the analysis and evaluation of tenders.
28. Secrecy of the Procedure28.1 After the opening of the tenders, no information about the examination,
clarification, evaluation or comparison of tenders or decisions about the contract award may be disclosed before the notification of award.
28.2 Information concerning checking, explanation, opinions and comparison of tenders and recommendations concerning the award of contract, may not be disclosed to tenderers or any other person not officially involved in the process unless otherwise permitted or required by law.
28.3 Any attempt by a tenderer to approach any member of the Evaluation Committee/Central Government Authority directly during the evaluation period will be considered legitimate grounds for disqualifying his tender.
29. Clarification of Tenders29.1 When checking and comparing tenders, the evaluation committee may, after
obtaining approval from the General Contracts Committee, ask a tenderer to clarify any aspect of his tender.
29.2 Such requests and the responses to them must be made by e-mail or fax. They may in no circumstances alter or try to change the price or content of the tender, except to correct arithmetical errors discovered by the evaluation committee when analysing tenders, in accordance with Clause 31.
30. Tender Evaluation Process30.1 The following should be read in conjunction with Clause 27.
30.2 Part 1: Administrative Compliance
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The Evaluation Committee will check the compliance of tenders with the instructions given in the tender document, and in particular the documentation submitted in respect of Clause 16.
The Evaluation Committee shall, after having obtained approval by the General Contracts Committee, request rectifications in respect of incomplete/non-submitted information pertinent to the documentation as outlined in sub-Clause 16.1(a), 16.1(b) and 16.1(c) of these Instructions to Tenderers. Such rectification/s must be submitted within two (2) working days from notification, and will be subject to a non-refundable administrative penalty of €50: failure to comply shall result in the tender offer not being considered any further. No rectification shall be allowed in respect of the documentation as outlined in sub-Clause 16.1(d), 16.1(e), and 16.1(f) of these Instructions to Tenderers. Only clarifications on the submitted information in respect of the latter may be eventually requested.
30.3 Part 2: Eligibility and Selection Compliance
Tenders which have been considered administratively compliant shall be evaluated for admissibility as outlined below:
(i) Eligibility Criteria
Tender Form (Volume 1, Section 2)
(ii) Selection Criteria
Evidence of technical capacity (sub-Clause 6.1.2) Response Format (Volume 3, Section 2)
30.4 Part 3: Technical Compliance
At this step of the evaluation process, the Evaluation Committee will analyse the administratively-compliant tenders’ technical conformity in relation to the technical specifications (Volume 3, and the documentation requested by the Contracting Authority as per sub-Clause 16(e)), classifying them technically compliant or non-compliant.
Tenders who are deemed to be provisionally technically compliant through the evaluation of their technical offer (especially the specifications) shall be requested to submit additional information (if deemed necessary) so that the Evaluation Committee will corroborate the technical compliance of the offers received.
30.5 Part 4. Financial Evaluation
The financial offers for tenders which were not eliminated during the technical evaluation (i.e., those found to be technically compliant) will be evaluated.
The Evaluation Committee will check that the financial offers contain no arithmetical errors as outlined in Clause 31. The financial evaluation will have to identify the best financial offer.
31. Correction of Arithmetical Errors31.1 Admissible tenders will be checked for arithmetical errors by the Evaluation
Committee. Errors will be corrected as follows:(a) where there is a discrepancy between amounts in figures and in words, the
amount in words will prevail;(b) where there is a discrepancy between a unit price and the total amount
derived from the multiplication of the unit price and the quantity, the unit price as quoted will prevail.
31.2 The amount stated in the tender will be adjusted by the Evaluation Committee in the event of error, and the tenderer will be bound by that adjusted amount. In this regard, the Evaluation Committee shall seek the prior approval of the General Contracts Committee to communicate the revised price to the tenderer. If the tenderer does not accept the adjustment, his tender will be rejected and his tender
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guarantee forfeited.
31.3 When analysing the tender, the evaluation committee will determine the final tender price after adjusting it on the basis of Clause 31.1.
F. CONTRACT AWARD
32. Criteria for Award32.1 The sole award criterion will be the price. The contract will be awarded to the
cheapest priced tender satisfying the administrative and technical criteria.
33. Right of the Central Government Authority to accept or reject any Tender
33.1 The Central Government Authority reserves the right to accept or reject any tender and/or to cancel the whole tender procedure and reject all tenders. The Central Government Authority reserves the right to initiate a new invitation to tender.
33.2 In the event of a tender procedure's cancellation, tenderers will be notified by the Central Government Authority. If the tender procedure is cancelled before the outer envelope of any tender has been opened, the sealed envelopes will be returned, unopened, to the tenderers.
33.3 Cancellation may occur where:(a) the tender procedure has been unsuccessful, namely where no qualitatively
or financially worthwhile tender has been received or there has been no response at all;
(b) the economic or technical parameters of the project have been fundamentally altered;
(c) exceptional circumstances or force majeure render normal performance of the project impossible;
(d) there have been irregularities in the procedure, in particular where these have prevented fair competition.
In no circumstances will the Central Government Authority be liable for damages, whatever their nature (in particular damages for loss of profits) or relationship to the cancellation of a tender, even if the Central Government Authority has been advised of the possibility of damages. The publication of a contract notice does not commit the Central Government Authority to implement the programme or project announced.
34. Notification of Award, Contract Clarifications34.1 Prior to the expiration of the period of validity of tenders, the Central Government
Authority will notify the successful tenderer, in writing, that his tender has been recommended for award by the General Contracts Committee, pending any appeal being lodged in terms of Part XIII of the Public Procurement Regulations (being reproduced in Volume 1, Section 6).
34.2 Unsuccessful bidders shall be notified with the outcome of the evaluation process, and will be provided the following information:(i) the criteria for award; (ii) the name of the successful tenderer;(iii) the recommended price of the successful bidder;(iv) the reasons why the tenderer did not meet the technical specifications/notification that the offer was not the cheapest (v) the deadline for filing a notice of objection (appeal);(vi) the deposit required if lodging an appeal.
34.3 The recommendations of the General Contracts Committee shall be published on the Notice Board of the Department of Contracts, and published online on the
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Department’s website, www.contracts.gov.mt/gcc.
35. Contract Signing and Performance Guarantee35.1 After the lapse of the appeals period, and pending that no objections have been
received and/or upheld, the successful tenderer may be invited to clarify certain contractual questions raised therein. Such clarification will be confined to issues that had no direct bearing on the choice of the successful tender. The outcome of any such clarifications will be set out in a Memorandum of Understanding, to be signed by both parties and incorporated into the contract.
35.2 Within 15 calendar days of receiving the contract (against acknowledgment of receipt) from the Central Government Authority, the successful tenderer will sign and date the contract and return it to the Central Government Authority with the performance guarantee and the Financial Identification Form (if applicable). On signing of the contract by the Central Government Authority, the successful tenderer will become the Contractor and the contract will enter into force.
35.3 Before the Central Government Authority signs the contract with the successful tenderer, the successful tenderer may be requested to provide the documentary proof or statements required to show that it does not fall into any of the exclusion situations listed in Clause 7 of the Tender Form (Volume 1, Section 2). The above mentioned documents must be submitted by every member of a Joint Venture/Consortium (if applicable).
35.4 If the selected tenderer fails to sign and return the contract, other required documentation, and any guarantees required within the prescribed 15 calendar days, the Central Government Authority may consider the acceptance of the tender to be cancelled without prejudice to the Central Government Authority's right to seize the guarantee, claim compensation or pursue any other remedy in respect of such failure, and the successful tenderer will have no claim whatsoever on the Central Government Authority.
The tenderer whose tender has been evaluated as second cheapest may be recommended for award, and so on and so forth.
35.5 Only the signed contract will constitute an official commitment on the part of the Central Government Authority, and activities may not begin until the contract has been signed by the Central Government Authority and the successful tenderer.
35.6 Tender guarantees (bid bonds) provided by tenderers who have not been selected shall be released within 30 calendar days from the signing of the contract. The tender guarantee of the successful tenderer shall be released on the signing of the contract, and on submission of a valid performance guarantee.
35.7 The performance guarantee referred to in the General Conditions (attached to the Contract) is set at 10% of the amount of the contract and must be presented in the form specified in Volume 2, Section 2, to the tender document the performance guarantee shall be released within 30 days of the signing of the Final Statement of Account (Final Bill), unless the Contract provides otherwise.
36. Commencement of Services 36.1 Following the signing of the contract by both parties, the Project Manager will issue
a written notice of commencement of the services in accordance with the General Conditions (attached to the Contract).
36.2 The Contractor must inform the Central Government Authority's representative by return that he has received the notice.
G. MISCELLANEOUS
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37. Ethics Clauses37.1 Any attempt by a candidate or tenderer to obtain confidential information, enter
into unlawful agreements with competitors or influence the committee or the Central Government Authority during the process of examining, clarifying, evaluating and comparing tenders will lead to the rejection of his candidacy or tender and may result in administrative penalties.
37.2 Without the Central Government Authority's prior written authorisation, the Contractor and his staff or any other company with which the Contractor is associated or linked may not, even on an ancillary or sub-contracting basis, supply other services, carry out works or supply equipment for the project. This prohibition also applies to any other programmes or projects that could, owing to the nature of the contract, give rise to a conflict of interest on the part of the Contractor.
37.3 When putting forward a candidacy or tender, the candidate or tenderer must declare that he is affected by no potential conflict of interest, and that he has no particular link with other tenderers or parties involved in the project.
37.4 The Contractor must at all times act impartially and as a faithful adviser in accordance with the code of conduct of his profession. He must refrain from making public statements about the project or services without the Contracting Authority's prior approval. He may not commit the Contracting Authority in any way without its prior written consent.
37.5 For the duration of the contract, the Contractor and his staff must respect human rights and undertake not to offend the political, cultural and religious morals of Malta.
37.6 The Contractor may accept no payment connected with the contract other than that provided for therein. The Contractor and his staff must not exercise any activity or receive any advantage inconsistent with their obligations to the Contracting Authority.
37.7 The Contractor and his staff are obliged to maintain professional secrecy for the entire duration of the contract and after its completion. All reports and documents drawn up or received by the Contractor are confidential.
37.8 The contract governs the Parties' use of all reports and documents drawn up, received or presented by them during the execution of the contract.
37.9 The Contractor shall refrain from any relationship likely to compromise his independence or that of his staff. If the Contractor ceases to be independent, the Central Government Authority may, regardless of injury, terminate the contract without further notice and without the Contractor having any claim to compensation.
37.10 The tender(s) concerned will be rejected or the contract terminated if it emerges that the award or execution of a contract has given rise to unusual commercial expenses. Such unusual commercial expenses are commissions not mentioned in the main contract or not stemming from a properly concluded contract referring to the main contract, commissions not paid in return for any actual and legitimate service, commissions remitted to a tax haven, commissions paid to a recipient who is not clearly identified or commissions paid to a company which has every appearance of being a front company.
38. Data Protection and Freedom of Information38.1 Any personal data submitted in the framework of the procurement procedure and/or
subsequently included in the contract shall be processed pursuant to the Data Protection Act (2001). It shall be processed solely for the purposes of the performance, management and follow-up of the procurement procedure and/or subsequent contract by the Central Government Authority/Contracting Authority without prejudice to possible transmission to the bodies charged with a monitoring
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or inspection task in conformity with National and/or Community law.
38.2 The provisions of this contract are without prejudice to the obligations of the Central Government Authority in terms of the Freedom of Information Act (Cap. 496 of the Laws of Malta). The Central Government Authority, prior to disclosure of any information to a third party in relations to any provisions of this contract which have not yet been made public, shall consult the contractor in accordance with the provisions of the said Act, pertinent subsidiary legislation and the Code of Practice issued pursuant to the Act. Such consultation shall in no way prejudice the obligations of the Central Government Authority in terms of the Act.
39. Gender Equality39.1 In carrying out his/her obligations in pursuance of this contract, the tenderer shall
ensure the application of the principle of gender equality and shall thus ’inter alia’ refrain from discriminating on the grounds of gender, marital status or family responsibilities. Tenderers are to ensure that these principles are manifest in the organigram of the company where the principles aforementioned, including the selection criteria for access to all jobs or posts, at all levels of the occupation hierarchy are amply proven. In this document words importing one gender shall also include the other gender.
VOLUME 1 SECTION 2 – TENDER FORM(A separate, distinct Tender Form must be submitted for EACH OPTION – if applicable)
Publication reference: ................................................<Name of Tender> <File Reference Number>
A TENDER SUBMITTED BY
Name(s) of tenderer(s) Nationality Proportion of Responsibilities2
Leader 1
Partner 1
Etc …
1. Add/delete additional lines for partners as appropriate. Note that a sub-contractor is not considered to be a partner for the purposes of this tender procedure. If this tender is being submitted by an individual tenderer, the name of the tenderer should be entered as 'leader' (and all other lines should be deleted)2. Proposed proportion of responsibilities between partners (in %) with indication of the type of the works to be performed by each partner (the company acting as the lead partner in a joint venture/consortium, they must have the ability to carry out at least 50% of the contract works by its own means. If a company is another partner in a joint venture/consortium (i.e. not the lead partner) it must have the ability to carry out at least 10% of the contract works by its own means).
Service intended to be sub- Name and details of Value of sub- Experience in
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contracted sub-contractors contracting as percentage of the total cost 3
similar services (details to be specified)
1
2
(.)
3. The maximum amount of sub-contracting must not exceed [40%] of the total contract value. The main contractor must have the ability to carry out at least [60%] of the contract works by his own means. Also, the main contractor will be responsible to carry out the project management.
B CONTACT PERSON (for this tender)
Name Surname
Telephone (____) ________________________ Fax (____) ________________________
Address ...............................................................................................................
...............................................................................................................
...............................................................................................................
C TENDERER'S DECLARATION(S)
To be completed and signed by the tenderer (including each partner in a consortium).
In response to your letter of invitation to tender for the above contract, we, the undersigned, hereby declare that:
1 We have examined, and accept in full and in its entirety, the content of this tender document (including subsequent Clarifications Notes issued by the Central Government Authority) for invitation to tender No [_________/_______] of [……/……/……]. We hereby accept the contents thereto in their entirety, without reservation or restriction. We also understand that any disagreement, contradiction, alteration or deviation shall lead to our tender offer not being considered any further.
2 We offer to execute, in accordance with the terms of the tender document and the conditions and time limits laid down, without reserve or restriction, the following services:
[………………………………………………………….……] description of services. 3 The total price of our tender (inclusive of duties, VAT, other taxes and any discounts) is:
[Euro ……………………………………………..] (amount in words and numbers – b/f from Volume 4 Financial Bid).
4 This tender is valid for a period of 150 days from the final date for submission of tenders.5 If our tender is accepted, we undertake to provide a performance guarantee of 10% of the
contract value as required by the General Conditions (attached to the Contract).6 We are making this application in our own right and [as partner in the consortium led by
< name of the leader / ourselves >] for this tender. We confirm that we are not tendering Page 21
for the same contract in any other form. [We confirm, as a partner in the consortium, that all partners are jointly and severally liable by law for the performance of the contract, that the lead partner is authorised to bind, and receive instructions for and on behalf of, each member, and that all partners in the joint venture/consortium are bound to remain in the joint venture/consortium for the entire period of the contract's performance]. We are fully aware that, in the case of a consortium, the composition of the consortium cannot be modified in the course of the tender procedure.
7 We are not bankrupt or under an administration appointed by the Court, or under proceedings leading to a declaration of bankruptcy. We also declare that we have not been convicted criminally, or found guilty of professional misconduct. Furthermore, we are up-to-date in the payment of social security contributions and other taxes.
8 We accept that we shall be excluded from participation in the award of this tender if compliance certificates (if requested) in respect of declarations made under Clause 7 of this declaration are not submitted by the indicated dates.
9 We agree to abide by the ethics clauses of the instructions to tenderers and, in particular, have no potential conflict of interests or any relation with other candidates or other parties in the tender procedure at the time of the submission of this application. We have no interest of any nature whatsoever in any other tender in this procedure. We recognise that our tender may be excluded if we propose key experts who have been involved in preparing this project or engage such personnel as advisers in the preparation of our tender.
10 We will inform the Central Government Authority immediately if there is any change in the above circumstances at any stage during the implementation of the contract. We also fully recognise and accept that any false, inaccurate or incomplete information deliberately provided in this application may result in our exclusion from this and other contracts funded by the Government of Malta and the European Communities.
11 Our tender submission has been made in conformity with the Instructions to Tenderers, and in this respect we confirm having included in the appropriate packages as required, the following documentation:
(a) Tender Guarantee (Note 1)
o Bid Bond
(b) General Information (Note 2)
o Proof of Purchase (Receipt)o Statement on Conditions of Employment (Volume 1, Section 4 - 1. Statement
on Conditions of Employment)
Selection Criteria (Note 2)
(c) Financial and Economic Standing (Note 2)
No Evidence of economic and financial standing is required.
(d) Technical Capacity (Note 3)
● Experience as Contractor (Volume 1, Section 4 – 2. Experience as Contractor) ● Personnel (Key Experts) to be employed on contract (Volume 1, Section 4 – 3. Key Experts) ● Quality Assurance System/s employed by the Tenderer (Volume 1, Section 7 – Form 5)
(e) Evaluation Criteria/Technical Specifications (Note 3)
● Tenderer’s Technical Offer (Volume 3, Section 2 - Response Format Part 1 (Minimum Requirements))● Volume 1, Section 4 – 4. Literature; a separate Literature form is to be submitted for each option tendered, each form clearly marked ‘Option 1’, ‘Option 2’ etc.
(f) Tender Form, and Financial Offer/Bill of Quantities (Note 3)
Notes:
1. Tenderers will be requested to clarify/rectify, within two working days from Page 22
notification, the tender guarantee only in the following two circumstances: either incorrect validity date, and/or incorrect value. This is indicated by the symbol ○
2. Tenderers will be requested to either clarify/rectify any incorrect and/or incomplete documentation, and/or submit any missing documents within two working days from notification. This is indicated by the symbol ○
3. No rectification shall be allowed. Only clarifications on the submitted information may be requested. This is indicated by the symbol ●
12 I acknowledge that the Central Government Authority and/or Contracting Authority shall request rectifications in respect of incomplete/non-submitted information pertinent to the documentation listed in Clause 11(a), 11(b), and 11(c) of this Tender Form. We understand that such rectification/s must be submitted within two (2) working days, and will be subject to a non-refundable administrative penalty of €50, and that failure to comply shall result in our offer not being considered any further.
13 We note that the Central Government Authority is not bound to proceed with this invitation to tender and that it reserves the right to cancel or award only part of the contract. It will incur no liability towards us should it do so.
Name and Surname: _________________________________________
I.D. / Passport Number: _________________________________________
Signature of tenderer: _________________________________________
Duly authorised to sign this tender on behalf of: _________________________________________
Company/Lead Partner VAT No: _________________________________________(if applicable)
Stamp of the firm/company: _________________________________________
Place and date: _____________________________________
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VOLUME 1 SECTION 3 – TENDER GUARANTEE FORM
[On the headed notepaper of the financial institutions providing the guarantee]
Whereas the Director of Contracts has invited tenders for .....................................................................................................................................,and whereas Messrs .................................................................................... [Name of tenderer] (hereinafter referred to as the Tenderer) is submitting such a tender in accordance with such invitation, we ................................................... [Name of Bank], hereby guarantee to pay you on your first demand in writing a maximum sum of five thousand Euro (€ 5,000) in case the Tenderer withdraws his tender before the expiry date or in the case the Tenderer fails to provide the Performance Bond, if called upon to do so in accordance with the Conditions of Contract.
The guarantee becomes payable on your first demand and it shall not be incumbent upon us to verify whether such demand is justified.
This guarantee is valid for a period of one hundred and fifty (150) days from the closing date of submission of tenders, and expires on the .................................... Unless it is extended by us or returned to us for cancellation before that date, any demand made by you for payment must be received at this office in writing not later than the above-mentioned expiry date.
This document should be returned to us for cancellation or utilisation or expiry or in the event of the guarantee being no longer required.
After the expiry date and in the absence of a written demand being received by us before such expiry date, this guarantee shall be null and void, whether returned to us for cancellation or not, and our liability hereunder shall terminate.
Yours faithfully,
..................................Bank Manager
..................................Date
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VOLUME 1 SECTION 4 - TENDERER’S STATEMENTS
1. Statement on Conditions of Employment
It is hereby declared that all employees engaged on this contract shall enjoy working conditions such as wages, salaries, vacation and sick leave, maternity and parental leave as provided for in the relative Employment Legislation. Furthermore, we shall comply with Chapter 424 of the Laws of Malta (Occupational Health and Safety Authority Act) as well as any other national legislation, regulations, standards and/or codes of practice or any amendment thereto in effect during the execution of the contract.
In the event that it is proved otherwise during the execution of the contract it is hereby being consented that the contract is terminated with immediate effect and that no claim for damages or compensation be raised by us.
Signature: .............................................................(the person or persons authorised to sign on behalf of the tenderer)
Date: .............................................................
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2. Experience as Contractor
List of contracts of similar nature and extent performed during the past five years:
Description of Services
Total Value of Services
Period of Execution Client/Contracting Authority
Signature: ....................................................................(the person or persons authorised to sign on behalf of the tenderer)
Date: ....................................................................
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3. Key Experts
The tender requests CVs of key experts proposed to substantiate their claims in respect to the workforce proposed. Key Experts shall also submit a filled-in Statement of Exclusivity and Availability (specimen as per Volume 1 Section 4 – Tenderer’s Statements Part 3.1).
Name of Expert Proposed Position
Nationality
Age Educational Background
Specialist Area of
Knowledge
Years of Experience
Languages andDegree of Fluency
(VG; G; W)
Signature: ....................................................................(the person or persons authorised to sign on behalf of the tenderer)
Date: ....................................................................
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3.1 Statement on Exclusivity and Availability
TO BE COMPLETED BY EACH INDIVIDUAL KEY EXPERT
PUBLICATION REF: ____________________
I, the undersigned, hereby declare that I agree to participate exclusively with the tenderer
............................................................................................................. [name of tenderer]
in the above-mentioned service tender procedure. I further declare that I am able and willing to work for the period(s) foreseen for the position for which my CV has been included in the event that this tender is successful, namely:
From To
........................................< start of period 1 >
........................................< end of period 1 >
........................................< start of period 2 >
........................................< end of period 2 >
< etc > < etc >
I confirm that I am not engaged in another project in a position for which my services are required during the above periods.By making this declaration, I understand that I am not allowed to present myself as a candidate to any other tenderer submitting a tender to this tender procedure. I am fully aware that if I do so, I will be excluded from this tender procedure, the tenders may be rejected, and I may also be subject to exclusion from other tender procedures and contracts.Furthermore, should this tender be successful, I am fully aware that if I am not available at the expected start date of my services for reasons other than ill-health or force majeure, I may be subject to exclusion from other tender procedures and contracts and that the notification of award of contract to the tenderer may be rendered null and void.
Name of Key Expert: ....................................................................
Signature: ....................................................................
Date: ....................................................................
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4. Literature
1. List of literature to be submitted with the tender:
Item Description Reference in Technical Specifications
1.1 Hardware Specifications Refer to Volume 3 Section 2 – Part 1 Section B TR 4.0
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
Signature: ....................................................................(the person or persons authorised to sign on behalf of the tenderer)
Date: ....................................................................
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VOLUME 1 SECTION 5 – GLOSSARY
Definitions
Note: the present definitions are given here for convenience only, in the context of the tender procedure. The definitions set out in the contract as concluded are determining for the relations between the parties to the contract.
Administrative order: Any written or oral instruction or order issued by the Project Manager to the Contractor regarding the execution of the services.
Beneficiary Country: The Maltese Islands.
Breakdown of the overall price: A heading-by-heading list of the rates and costs making up the price for a lump-sum contract.
Budget Breakdown: In a fee-based contract, the schedule which breaks down the contract value, stating out the fee rates and the provision for incidental expenses.
Cash Flow Forecast: The Contractor’s estimate of the cash flows arising directly from the execution of a fee-based contract.
Central Government Authority: means the Department of Contracts.
Commission: The European Commission.
Components: system software (EUCARIS software and any bespoke software), hardware, network equipment (firewall, router, etc.) and DBMS (as and when applicable), including operating systems and software licences.
Conflict of interest: Any event influencing the capacity of a candidate, tenderer or supplier to give an objective and impartial professional opinion, or preventing him, at any moment, from giving priority to the interests of the Central Government Authority and the Contracting Authority. Any consideration relating to possible contracts in the future or conflict with other commitments, past or present, of a candidate, tenderer or supplier, or any conflict with his own interests. These restrictions also apply to sub-contractors and employees of the candidate, tenderer or supplier.
Contract: The signed agreement entered into by the parties for the performance of the services, including all attachments thereto and all documents incorporated therein. Contract Value: The total value of the contract to be paid by the Contracting Authority in terms of the agreed terms and conditions.
Contracting Authority: means the final beneficiary of the contract.
Contractor: The party which contracts to perform the services.
Day: Calendar day.
Drawings: Drawings provided by the Contracting Authority, and/or drawings provided by the Contractor and approved by the Project Manager, for the carrying out of the services.
EC: The European Community.
EU: The European Union.
EUCARIS: All references in this ITT to EUCARIS refers to EUCARIS II.
EUCARIS Components: system software (EUCARIS software and any bespoke software), hardware, network equipment (firewall, router, etc.) and DBMS (as and when applicable), including operating systems and software licences.
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Evaluation Committee: a committee made up of an odd number of voting members (at least three) appointed by the Central Government Authority and possessing the technical, linguistic and administrative capacities necessary to give an informed opinion on tenders.
Fee-Based Contract: A contract under which the services are provided on the basis of fixed fee rates for each day/hour worked by experts/service provider.
Final Beneficiary: The Department/Entity or other government body on whose behalf the Department of Contracts has issued this tender.
Foreign currency: Any currency permissible under the applicable provisions and regulations other than the Euro, which has been indicated in the tender.
General conditions: The general contractual provisions setting out the administrative, financial, legal and technical clauses governing the execution of contracts attached to the Contract.
General damages: The sum not stated beforehand in the contract, which is awarded by a court or an arbitration tribunal, or agreed between the parties, as compensation payable to an injured party for a breach of the contract by the other party.
Global Price Contract: A contract under which the services are performed for an all-inclusive fixed price.
In writing: This includes any hand-written, typed or printed communication, including fax transmissions and electronic mail (e-mail).
Liquidated damages: The sum stated in the contract as compensation payable by the Contractor to the Contracting Authority for failure to complete the contract or part thereof within the periods under the contract, or as payable by either party to the other for any specific breach identified in the contract.
Modification: An instruction given by the Project Manager which modifies the works.
Month: Calendar month.
National currency: The currency of the country of the Contracting Authority.
Period: A period begins the day after the act or event chosen as its starting point. Where the last day of a period is not a working day, the period expires at the end of the next working day.
Plant: appliances and other machinery, and, where applicable under the law and/or practice of the state of the Contracting Authority, the temporary structures on the site required to carry out the works but excluding equipment or other items required to form part of the permanent works.
Project: The project in relation to which the services are to be provided under the contract.
Project Manager: The natural or legal person responsible for monitoring the implementation of the contract on behalf of the Contracting Authority.
Public Service: Government Ministries and Departments.
Services: Activities to be performed by the Contractor under the contract such as technical assistance, studies, training and designs.
Solution: Tenderer is to design, supply, install, configure and implement a EUCARIS Application and its components, as defined in the Terms of Reference, and provide Maintenance and Support for a minimum period of five (5) years.
Special conditions: The special conditions, set out in the Contract, laid down by the Contracting Authority as an integral part of the tender document, amplifying and supplementing the general conditions, clauses specific to the contract and the terms of reference.
Tender document/s: The dossier compiled by the Contracting Authority and containing all the documents needed to prepare and submit a tender.
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Tender price: The sum stated by the tenderer in his tender for carrying out the contract.
Term: means the period for the delivery of the services as described in this ITT or until the termination of this Contract in accordance with its terms, whichever is the earliest without prejudice to any subsequent extensions to Term as agreed between the Parties. At the sole discretion of the Contracting Authority, the Maintenance and Support agreement maybe extended after the elapse of the contract term
Terms of Reference: The document in Volume 3, Section 1, drawn up by the Contracting Authority giving the definition of its requirements and/or the objectives in respect of the provision of services, specifying, where relevant, the methods and resources to be used by the Contractor and/or the results to be achieved by it.
Time Limits: Those periods in the contract which shall begin to run from the day following the act or event which serves as the starting point for those periods. Should the last day of the period fall upon a non-working day, the period shall expire at the end of the first working day following the last day of the period.
Written communications: Certificates, notices, orders and instructions issued in writing under the contract.
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VOLUME 1 SECTION 6 – EXTRACTS FROM THE PUBLIC PROCUREMENT REGULATIONS
Part XIII - AppealsThe procedure for the submission of appeals is stipulated in Part XIII of the Public Procurement Regulations (Legal Notice 296/2010), reproduced hereunder for ease of reference.
(1)
(2)
Any tenderer or candidate concerned, or any person, having or having had an interest or who has been harmed or risks being harmed by an alleged infringement or by any decision taken including a proposed award in obtaining a contract or a cancellation of a call for tender, may file a notice of objection with the Review Board.
The notice shall be filed within ten calendar days following the date on which the contracting authority has by fax or other electronic means sent its proposed award decision.The communication to each tenderer of the proposed award shall be accompanied by a summary of the relevant reasons relating to the rejection of the tender as set out in regulation 44(3), and by a precise statement of the exact standstill period.
The notice of objection shall only be valid if accompanied by a deposit equivalent to one per cent of the estimated value of the tender submitted by the tenderer, provided that in no case shall the deposit be less than one thousand and two hundred euro (€1,200) or more than fifty-eight thousand euro (€58,000). The Secretary of the Review Board shall immediately notify the Director that an objection had been filed with his authority thereby immediately suspending the award procedure. The Department of Contracts or the contracting authority involved, as the case may be, shall be precluded from concluding the contract during the period of ten calendar days allowed for the submission of appeals. The award process shall be completely suspended if an appeal is eventually submitted.
The procedure to be followed in submitting and determining complaints as well as the conditions under which such complaints may be filed shall be the following:(a) any decision by the General Contracts Committee (or a Special Contracts
Committee) and by a contracting authority, shall be made public at the Department of Contracts or at the office of the contracting authority prior to the award of the contract;
(b) the notice of objection duly filed in accordance with sub-regulation (1) shall be made public by the Review Board not later than the next working day following its filing;
(c) within three working days of the publication of the replies the Secretary of the Review Board shall prepare a report (the Analysis Report) analysing the letter of objection. This report shall be circulated to the persons who file an objection and interested parties. After the preparatory process is duly completed, the Head of the contracting authority shall forward to the Chairman of the Review Board all documentation pertaining to the call for tenders in question including files, tenders submitted, copies of deposit receipts, any motivated letter, who shall then proceed as stipulated in Part XIV;
(d) the Director or the Head of the contracting authority shall publish a copy of the decision of the Review Board at his department or at the premises of the relevant contracting authority, as the case may be.
Copies of the decision shall be forwarded by the Secretary of the Board to the complaining tenderer, any persons who had registered or had an implied interest, the Director of Contracts and to the contracting authority concerned.
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VOLUME 1 SECTION 7 - QUESTIONNAIRE
Forms to be filled in by the Tenderer:
Form 1 - Power of AttorneyForm 2 - Data on Joint Venture/Consortium (Where applicable)Form 3 – Sub-ContractingForm 4 - Overview of Tenderer’s PersonnelForm 5 - Quality Assurance System/s
Notes to Tenders
1. All questions contained in the forms must be answered by the tenderer.
2. Additional sheets may be attached as necessary.
3. If a question does not apply to the tenderer, "not applicable" should be entered alongside with a brief explanation of why.
4. Every single page of each form must be numbered consecutively in the bottom right-hand corner.
5. Financial data and declarations presented by the tenderer must be given in Euro. Original bank statements may be also attached for reference.
6. Attached documentation/certificates must always be accompanied by a relevant translation in the language of the procedure.
7. Each partner in a joint venture/consortium must fill in and submit every form.
8. The person signing this questionnaire guarantees the truthfulness and accuracy of all the statements made.
9. The accuracy of the answers to the questionnaire, their completeness and the attached documentation will be taken into account in the tender evaluation. Please refer to Clause 1.1 of the Instructions to Tenderers.
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Form 1 - Power of Attorney
Please attach here the power of attorney empowering the signatory of the tender and all related documentation.
Signature: ....................................................................(the person or persons authorised to sign on behalf of the tenderer)
Date: ....................................................................
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Form 2 - Data on Joint Venture/Consortium (Where applicable)
1 Name .....................................................................
2Managing Board’s Contact Details
Address: ..........................................................
...........................................................
Telephone: ........................ Fax: ........................
Email: .............................................................3 Agency in the state of the
Contracting Authority, if any(in the case of a Joint Venture/Consortium with a foreign lead partner)
Address: ..........................................................
...........................................................
Telephone: ........................ Fax: ........................
Email: .............................................................4 Names of Partners
(i) .......................................................
(ii) .......................................................
(iii) .......................................................
(iv) .......................................................
5 Name of Lead Partner ........................................................
6 Agreement governing the formation of the Joint Venture/Consortium(Enclose Joint Venture/ Consortium Agreement)Place of Signature:
..................................................
Date of Signature:
...................................................
7 Proposed proportion of responsibilities between partners (in %) with indication of the type of the works to be performed by each** The company acting as the lead partner in a joint venture/consortium, they must have the ability to carry out at least 50% of the contract works by its own means. If a company is another partner in a joint venture/consortium (i.e. not the lead partner) it must have the ability to carry out at least 10% of the contract works by its own means
............................................. - .....%
............................................. - .....%
............................................. - .....%
............................................. - .....%
Signature: .............................................................(the person or persons authorised to sign on behalf of the tenderer)
Date: .............................................................
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Form 3 - Sub-Contracting
If the tenderer plans to sub-contract part of the works, he must provide the following details:
Service/s intended to be sub-contracted
Name and details of sub-contractors
Value of sub-contracting as percentage of the total cost
Experience in similar services (details to be specified)
The maximum amount of sub-contracting must not exceed [40%] of the total contract value. The main contractor must have the ability to carry out at least [60%] of the contract works by his own means. Also, the main contractor will be responsible to carry out the project management.
Signature: .............................................................(the person or persons authorised to sign on behalf of the tenderer)
Date: .............................................................
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Form 4 - Overview of Tenderer’s Personnel
Description Notes NumberA Managerial
Director/s and Management None specifically requested for this tender, however it is assumed that the tenderer would have an established internal management structure
B AdministrativeAdministrative Staff None specifically requested, however the
tenderer should ensure adequate administrative support for the execution of the contract and is free to list Administrative Staff as may be appropriate.
C Key Experts The tenderer is free to propose additional expert/s as stipulated in article 6.1.2 of the Instructions to Tenderers
Key Expert 1 [Refer to Terms Of Reference…]Key Expert 2 [Refer to Terms Of Reference…]Key Expert 3 [Refer to Terms Of Reference…]Key Expert 4 [Refer to Terms Of Reference…]
D Other Experts None specifically requested, but the tenderer is free to propose additional expert/s for the areas covered in this tender as stipulated in article 6.1.2 of the Instructions to Tenderers and the corresponding provisions of the TOR.
.................. .................. .................. ..................
TOTAL
Signature: ....................................................................(the person or persons authorised to sign on behalf of the tenderer)
Date: ....................................................................
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Form 5 - Quality Assurance System/s
Please provide hereunder details of the quality assurance system(s) which would be available for ensuring the successful completion of the works. Also, please provide (where applicable) an indication of the technicians or technical bodies involved, whether or not belonging directly to the economic operator’s undertaking, especially those responsible for quality control and those upon whom the contractor can call in order to carry out the work. (to be typewritten)
......................................................................................................................................
......................................................................................................................................
......................................................................................................................................
......................................................................................................................................
......................................................................................................................................
......................................................................................................................................
......................................................................................................................................
......................................................................................................................................
......................................................................................................................................
......................................................................................................................................
......................................................................................................................................
......................................................................................................................................
Signature: ....................................................................(the person or persons authorised to sign on behalf of the tenderer)
Date: ....................................................................
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VOLUME 2 SECTION 1 – DRAFT CONTRACT FORM
Financed by: ................................................. [Specify Source of Financing]
Project: ................................................. [Title and Number]
Contract Number: ................................................. [Contract Number]
This contract is concluded between:
Department of ContractsNotre Dame RavelinFloriana FRN 1600Malta
(hereinafter called “The Central Government Authority”) on behalf of Transport Malta of [Malta Transport Centre,Xatt L-Ghassara ta l-GhenebMarsa, MRS1917Malta]on the one part, and
[Name of Contractor][Address]
(hereinafter called “The Contractor”) on the other part,
PREAMBLES
A. On the [date] the Customer invited responses to an Invitation to Tender (“ITT”) having reference number [number] in order to select a company which can provide the Customer with the provision of a Solution for the implementation of the EUCARIS Application in Malta and Post-Implementation Services;
B. The Contractor submitted a response to the ITT (“Response to the ITT”) on the [date] and was awarded the tender on [date]
C. The Contractor has proposed supplies and/or services that fulfil the requirements of the Customer in terms of this Contract and has warranted that it has the necessary skills and expertise to carry out the requested services;
D. In consideration for the Charges which the Customer shall pay to the Contractor, the Contractor undertakes to provide the Services to the Customer, all in accordance with the terms and conditions of this Contract.
NOW THEREFORE, the Parties hereto agree as follows:
Article 1 DEFINITIONS
In this Contract the following terms shall have the meanings hereinafter assigned to them unless the context otherwise requires:
1.1 ‘Additional Services’ means the services which are to be provided by the Contractor if requested by the Customer in accordance with Part C of Schedule 4 (Post Implementation Services).
1.2 ‘Best Industry Practice’ means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading player which falls within the upper quartile in the relevant industry for the provision of comparable services which are substantially similar to the Services or the relevant part of them, having regard to factors such as the nature and size of the parties, the service levels, the term, the pricing structure and any other relevant factors.
1.3 ‘Charges’ means the charges payable by the Customer for the provision of the Solution and the Services under Schedule 7 (Charges and Invoicing).
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1.4 ‘Computing Resources’ shall comprise processing power, storage capacity and memory that are provided by the Contractor in accordance with Schedule 1 (The Solution).
1.5 'Contract' means this agreement between the Parties for the provision of the Solution and the Services described herein, including all appendices hereto to which reference may properly be made in order to ascertain the rights and obligations of the Parties.
1.6 ‘Contractor Equipment’ means all equipment, assets and rights used by the Contractor to provide the Services in accordance with this Contract.
1.7 ‘Contractor Proprietary Software’ means Contractor Off-The-Shelf software.
1.8 ‘Contractor System’ means the information and communications technology system used by the Contractor in performing the Services, including any software, equipment and related cabling (but excluding the Customer System).
1.9 ‘Customer’ refers to [the Contracting Authority], and includes suppliers, subcontractors or agents of the Customer as may be agreed between the Customer and such suppliers, subcontractors or agents of the Customer.
1.10 ‘Customer Data’ means all data, information, text, drawings and other materials which are embodied in any electronic, optical, magnetic or tangible medium and which are supplied to the Contractor by the Customer and/or which the Contractor is required to generate, collect, process, store or transmit in connection with this Contract. Customer data shall constitute confidential data for the purpose of Article 19 (Confidentiality of Data).
1.11 ‘Customer System’ means the Customer’s computing environment (consisting of any hardware, software, and/or telecommunications networks or equipment), used by the Customer or the Contractor in connection with this Contract and which is owned by or licensed by a third to the Customer and which interfaces with the Contractor System or which is necessary for the Customer to receive the Services.
1.12 ‘Delay Payments’ means the amounts payable by the Contractor to the Customer in accordance with Schedule 7 (Charges and Invoicing) for failure to achieve a Milestone by the relevant Date.
1.13 'Documentation' means the manuals, literature and other documents related to the Solution and the Services in the English language that need to be maintained up-to-date by the Contractor to be supplied to the Customer in hard and soft copy.
1.14 ‘Effective Date’ means the coming into force of this Contract on the later date of signature of the Contract.
1.15 ‘Enhancement’ means functionality changes or additions to the Solution, as a result of evolving business requirements. An Enhancement may take the form of an Update or Upgrade.
1.16 ‘EUCARIS Application’ means the web-based application described in Schedule 1 (The Solution) that the Contractor shall implement in Malta through the Solution provided pursuant to this Contract.
1.17 ‘Go Live Date’ means the date specified in the Implementation Plan attached as Schedule 2 (Implementation Plan) by which the Contractor is to deploy the Solution on the live environment.
1.18 ‘Implementation Services’ means the Solution requirements analysis, definition and design and the software parameterisation and/or development/customisation and provision of related services necessary for the implementation of the Solution on the live environment, including training.
1.19 ‘Incident’ means any event which is not part of the standard operation of the Solution, including the Software and the Computing Resources, and which causes, or may cause, an interruption to, or a reduction in, the quality of the Solution.
1.20 'Intellectual Property Rights' includes, without limitation, patents, trade marks, registered designs, copyright, design rights and any other intellectual or industrial property rights.
1.21 ‘Insolvency Event’ means the occurrence of any of the following events (or any event analogous to any of the following in a jurisdiction other than Malta) in relation to the relevant entity:(a) the entity passing a resolution for its winding up or a court of competent jurisdiction making an
order for the entity to be wound up or dissolved or the entity being otherwise dissolved;
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(b) the appointment of an administrator of or, the making of an administration order in relation to the entity or the appointment of an official receiver of, the whole or part of the entity’s undertaking, assets, rights or revenue;
(c) the entity entering into an agreement, compromise or composition in satisfaction of its debts with its creditors or any class of them or makes an application to a court of competent jurisdiction for protection from its creditors; or
(d) the entity being unable to pay its debts or being deemed unable to pay its debts within the meaning of article 214 of the Companies Act 1995;
However, a resolution by the relevant entity or a court order that such entity be wound up for the purpose of bona fide restructuring or amalgamation shall not amount to an Insolvency Event if the Customer has been informed and has consented to such restructuring and amalgamation.
1.22 ‘Joint Insured’ means one of the insured in a type of insurance policy covering more than one insured.
1.23 ‘Location’ means those premises where the Solution is installed, as directed by the Customer.
1.24 ‘Milestone’ means an event or task described in Schedule 2 (Implementation Plan) which must be completed by the relevant date.
1.25 'Normal Working Hours' means 08.00 to 17.00 hours (Malta Time) Monday to Friday, excluding Maltese Public Holidays or as otherwise identified by the Customer from time to time.
1.26 ‘Parties’ means the Customer and the Contractor jointly.
1.27 ‘Penalties’ means the amounts payable by the Contractor to the Customer in accordance with Schedule 4 (Post Implementation Services) for failure to meet one or more of the Service Levels specified in the same Schedule.
1.28 ‘Policies and Procedures’ means the policies, standards, procedures, guidelines and directives related to this Contract or that may be issued or amended by the Government of Malta in its name or through any of its entities, from time to time and published on the website http://ictpolicies.gov.mt or provided in hard or soft copy to the Contractor by the Customer.
1.29 ‘Post-Implementation Services’ means maintenance and support and operational services and such other services requested from the Contractor pursuant to this Contract that are provided by the Contractor following the Go-Live Date.
1.30 ‘Problem’ means an unknown underlying cause of one or more Incidents. An Incident becomes a Problem when a Workaround is provided to the Customer but the underlying cause of the Incident still exists, or when the Customer is still operating but a correction of the Incident is still required.
1.31 ‘Required Insurances’ means the policies of insurance regulating as a minimum, public liability, employers liability, product liability and business continuity.
1.32 ‘Resolution’ means an action that will definitively resolve an Incident or a Problem resulting in the Incident or Problem being closed.
1.33 ‘Resolution Time’ means the time that elapses between the initiation of a communication by the Customer notifying an Incident to the Contractor’s Support Line and the notification of the successful resolution of the Incident to the Customer by the Contractor.
1.34 ‘Response Time’ means the time that elapses between the initiation of a communication by Customer notifying an Incident to the Contractor’s Support Line and the acknowledgement of the Incident through the issue of a log number by the Customer.
1.35 ‘Restoration’ means the time used for the Solution, including the Software and/or the Computing Resources, to be restored. This may be either through Resolution or through a Workaround which allows the resumption of the use of the Solution.
1.36 ‘Restoration Time’ means the time that elapses between the initiation of a communication by the Customer notifying an Incident to the Contractor’s Support Line and Restoration.
1.37 'Service/s' means the Implementation Services, the Post-Implementation Services and/or any other Additional Services as requested by the Customer throughout the Term of the Contract described in Schedule 4 (Post Implementation Services).
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1.38 ‘Service Management Standard’ means [name of standard], which is the standard used by the Contractor for service management purposes.
1.39 ‘Software’ means the application software and all its constituents and the operating software and all its constituents that are installed by the Contractor listed in Schedule 1 (The Solution), including any Updates and Upgrades thereto and for the purposes of this Contract shall also include Contractor Proprietary Software and Third Party licensed software unless the context specifically distinguishes between the software and such licensed software.
1.40 ‘Solution’ means the Software and/or the Computing Resources to be provided by the Contractor in accordance with this Contract.
1.41 ‘Specially Written Software’ means any software created by the Contractor (or by a Third Party on behalf of the Contractor) specifically for the purpose of this Contract.
1.42 ‘Subcontractors’ means the list of subcontractors notified to the Customer in Schedule 11 (Notified Subcontractors).
1.43 ‘Term’ means the period of four (4) months from the Effective Date for the implementation of the Solution, including data migration and the provision of training as set out in Schedule 1 (The Solution) and Schedule 2 (Implementation Plan) and subsequently the period of (5) years for the provision of the Post-Implementation Services until the date of expiry or termination of this Contract in accordance with its terms, whichever is the earliest without prejudice to any subsequent extensions to the Term as agreed between the Parties.
1.44 'Third Party' means any person other than the Contractor and the Customer.
1.45 ‘Updates’ means a version of the Software in which both the eventual corrections of detected Incidents and small functional extensions are included. Updates are registered by means of a change of the number to the right of the decimal point, e.g. Version 1.0 to Version 1.1.
1.46 ‘Upgrades’ means a version of the Software in which substantial new functionalities or other substantial changes are introduced. Upgrades are registered by means of a change of the number to the left of the decimal point, e.g. Version 1.0 to Version 2.0.
1.47 ‘User Acceptance Report’ means the report issued by the Customer indicating that the Solution conforms to the Contract and has been accepted by the Customer.
1.48 ‘Warranty Period’ means, with regards to the Computing Resources to be provided by the Contractor, the period specified in Article 4.40 of this Contract.
1.49 ‘Workaround’ means, in relation to an Incident, a temporary solution to the Incident:(a) which is not unreasonably difficult, time consuming or expensive to put into operation;(b) which has an adverse affect on the security of the Solution and/or breaches the Security Policies;(c) which enables the Customer to use the Solution in such a way as to avoid the Incident having any
materially adverse effect on the operation of the Customer’s business; and(d) the implementation of which is agreed between the Contractor and the Customer (each party
acting reasonably) before it takes place.
Article 2 ORDER OF PRECEDENCE
2.1 Without prejudice to Article 4.27 (Standards), if there is a conflict between the articles and the schedules and/or any annexes to the schedules and/or any other documents referred to in this Contract, the conflict shall be resolved in accordance with the following order:(a) the articles, including the Definitions and the Interpretation;(b) Schedule 4 (Post Implementation Services);(c) any other schedules and annexes attached thereto, except for Schedule 1 (The Solution);(d) Schedule 1 (The Solution); (e) any other document referred to in this Contract or any other document attached to this Contract;(f) Schedule 16 (General Conditions).
Article 3 SCOPE AND APPLICATION OF CONTRACT
3.1 The Contractor shall, in accordance with the terms of this Contract, be responsible to:
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(a) Provide the Solution for the implementation of the EUCARIS Application in accordance with Schedule 1 (The Solution) and Schedule 2 (Implementation Plan);
(b) Provision and maintenance throughout the Term of the Contract of a development and test environment separate from the production/live environment with the test environment constituting a replica of the production/live environment;
(c) Provide to the persons appointed by the Customer training in accordance with Appendix C of Schedule 2 (Training Plan);
(d) Provide Post-Implementation Services and Additional Services as detailed in Schedule 4 (Post-Implementation Services).
Article 4 RESPONSIBILITIES OF THE CONTRACTOR
4.1 The Contractor shall be responsible for the successful delivery, installation and configuration of the Solution in order for the Solution to meet the requirements set out in Schedule 1 (The Solution) and within the timeframes specified in the Implementation Plan attached as Schedule 2 (Implementation Plan).
4.2 The Customer may request the Contractor to assist it in the re-configuration of the Solution during the Term.
4.3 Risk of the Computing Resources shall pass to the Customer upon acceptance of the Solution. Title to the Computing Resources shall pass to the Customer upon full payment of all Charges for the provision of Implementation Services in accordance with Schedule 7 (Charges and Invoicing).
4.4 The standard of the provision of Solution and Services shall be in accordance with the Contract. To the extent that the requirements and/or standard of the provision of Solutions and Services has not been specified in the Contract, the Contractor shall use high quality materials, techniques and standards. The Contractor shall provide the Services with the care, skill and diligence required in accordance with Best Industry Practices, including by appointing personnel with the necessary background, training, experience and ability to carry out their duties in a professional and proficient manner to the mutual understanding and reciprocal learning.
4.5 The Contractor shall provide the capability and flexibility to supply the Solution and provide the Services as and when required by the Customer, within the terms and conditions set out in this Contract, in order to provide the best services to the Customer.
4.6 The Contractor will ensure that any of its employees, subcontractors, or agents, whilst on the Customer’s premises in the performance of the Contract shall:(i) make every effort to cause as little interference with and inconvenience to the Customer's business as
reasonably possible; and(ii) at all times comply with the safety, security and other reasonable rules and regulations applicable to
the Customer’s premises; and(iii) if required, take an oath of secrecy, sign a non-disclosure agreement by the Customer or any other
similar undertaking as required by the Customer.
4.7 The Contractor agrees to comply with the policies of the Customer regarding access to its physical premises and automated systems, and any other rules, procedures and standards which are in force and notified to the Contractor within reasonable time. If the Customer changes its policies or any other rules, procedures and standards, the Customer will give the Contractor reasonable notice of any relevant change.
4.8 The Contractor agrees to fully comply with regulations and standards related to health and safety and environmental protection.
4.9 The Contractor shall obtain and maintain all approvals, permissions, permits and licenses required to comply with national laws and regulations that may be applicable for the provision of the Solution and the Services.
4.10 The Contractor will comply at all times with the Policies and Procedures. The Policies and Procedures will, in no event, be interpreted so as to relieve the Contractor from its obligations under this Contract. Nevertheless the Parties agree that a breach by the Contractor of Policies and Procedures that have been amended subsequent to the date of signature and execution of this Contract will not be considered as a material breach of the Contract.
4.11 The Contractor acknowledges that time is of the essence for the performance of its obligations under this Contract.
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4.12 The Contractor shall perform its obligations under this Contract, including those in relation to the Services in accordance with:(i) the Security Policies;(ii) the Quality Plan to be provided by the Contractor in accordance with Articles 4.15 to 4.18;(iii) Best Industry Practice; (iv) the Contractor’s own established procedures and practices, namely [to specify].
4.13 In the event that the Contractor fails to provide the Services or to comply with its obligations in accordance with this Contract, the Customer may, without prejudice to its other rights, require the Contractor to re-perform the Services or to comply with its obligations.
Quality Plans
4.14 Within the timeframes stipulated in Schedule 2 (Implementation Plan), the Contractor shall develop the Quality Plans that ensure that all aspects of the Services are the subject of quality management standards.
4.15 The Contractor shall obtain from the Customer written approval of the Quality Plans developed pursuant to the preceding Article before beginning to implement them, which approval shall not be unreasonably withheld or delayed. The Contractor acknowledges and accepts that the Customer’s approval shall not act as an endorsement of the Quality Plans and shall not relieve the Contractor of its responsibility for ensuring that the Services are provided to the standard required by this Contract.
4.16 The Contractor shall procure that the Services are carried out in compliance with the Quality Plans.
4.17 Any changes to the Quality Plans shall be agreed in accordance with the Schedule 12 (Change Control Procedure).
Delivery and Implementation
4.18 The Software and Computing Resources supplied by the Contractor must be new, original and fully licensed and any Documentation must be delivered together with manuals in the English Language.
4.19 The Contractor acknowledges that the cost of delivering, unpacking, installing and commissioning of the Software and Computing Resources is included in the Charges.
4.20 The Contractor is solely responsible for the non-arrival and/or for any loss or damage to the Solution which occurs during the transit of the Solution to the Location or to any other site indicated by the Customer until the Solution is handed over to the Customer.
4.21 A completed testing declaration form and/or quality certification issued by the manufacturer is to be forwarded to the Customer upon delivery of the Computing Resources to the Location.
4.22 The Contractor acknowledges and agrees that Delay Payments shall apply in accordance with Schedule 7 (Charges and Invoicing) for mere delay in the implementation of the Solution.
Post Implementation Services
4.23 The Contractor shall provide the Post-Implementation Services from the Go Live Date and shall ensure that the Post-Implementation Services:(a) comply in all respects with the services description as set out in Schedule 4 (Post Implementation
Services);(b) are provided in such a manner that the Solution remains consistent with the requirements set out in
Schedule 1 (The Solution) and with the terms of this Contract.
4.24 The Contractor shall provide the Maintenance and Support Services to meet or exceed the service levels detailed in Schedule 4 (Post Implementation Services).
4.25 If the Contractor believes that the service levels will not be met, the Contractor shall notify the Customer promptly of the likely failure and take all remedial action that is reasonable to rectify or to prevent the failure from taking place or recurring, without prejudice to any Penalties that are incurred by the Contractor for failure to achieve the service levels.
Standards
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4.26 The Contractor shall comply with the Standards listed in Schedule 13 (Standards) in performing its obligations under this Contract.
4.27 The Contractor shall discuss with the Customer any conflict that the Contractor reasonably believes that there is or will be between any of the Standards or between any other obligation under this Contract, and shall comply with the Customer’s decision on the resolution of that conflict.
4.28 The Standards will, in no event, be interpreted so as to relieve the Contractor from its obligations under this Contract. Nevertheless the Parties agree that a breach of the Contractor of Standards that have been amended subsequent to the Effective Date will not be considered as a material breach of this Contract.
Documentation
4.29 The Contractor shall furnish the Customer with the Documentation in English.
4.30 At the request of the Customer, the Contractor shall provide such additional copies of the Documentation as the Customer may require for the normal operation of its business.
4.31 The Contractor shall continue supplying any relevant Documentation existing from time to time, technical manuals and other customer literature to the Customer. As a minimum, the combination of the manuals, technical documentation and other customer literature provided hereunder and any training provided shall allow proper use, operation, administration and management of the Solution and Services by appropriately qualified personnel who have access to such documentation and who receive such training.
Insurance
4.32 The Contractor shall maintain the Required Insurances in full force and effect at all time from the Effective Date until the date which is twelve (12) months following the end of the Term.
4.33 The Required Insurances shall be maintained on terms that are as favourable to those generally available to a prudent contractor in respect of risks insured in the international insurance market in accordance with Best Industry Practice. The Required Insurances shall be maintained with a reputable insurance company.
4.34 The Contractor shall procure, at no cost to the Customer, in respect of each of the public liability and product liability insurances that:
(a) each such Insurance shall be extended automatically to indemnify the Customer as Joint Insured; and
(b) the insurers of each such Insurance shall waive all rights of subrogation or action that insurers may acquire against the Customer,
(c) provided that the Customer shall as though it were the insured under the Insurances, observe, fulfil and be subject to the terms, exclusions, conditions and endorsements of the Insurances so far as they can apply.
4.35 The Contractor shall procure that nothing is done which would entitle the relevant insurer to cancel, rescind or suspend any Insurance or cover, or to treat any Required Insurance, cover or claim as avoided in whole or part. The Contractor shall use reasonable endeavours to notify the Customer as soon as practicable when it becomes aware of any relevant fact, circumstance or matter which has caused, or is reasonably likely to provide grounds to, the relevant insurer to give notice to cancel, rescind, suspend or avoid any Insurance, or any cover or claim under any Insurance in whole or in part.
4.36 The Customer may purchase (if possible) any of the Required Insurances which the Contractor has failed to maintain in full force and effect pursuant to this Contract. The Customer may recover the premium and other costs incurred in doing so as a debt due from the Contractor.
4.37 On request from the Customer, the Contractor shall, not more than ten (10) Working Days after the Effective Date, and within fifteen (15) Working Days after the renewal of every Required Insurance, forward a letter from its insurance brokers who arranged the Required Insurances, confirming that all the Required Insurances are in place, or have been renewed by the Contractor, as may be applicable.
4.38 The Customer may from time to time submit a request in writing to the Contractor, demanding evidence of the existence of all Required Insurances, copies of all policy terms, and evidence of the timely payment of premiums, including a summary of the Insurances under which the Customer is named as a Joint
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Insured, and the Contractor shall provide all such evidence within ten (10) Working Days of such written request.
4.39 This Article shall survive the expiry or termination of this Contract.
Warranty Period
4.40 The Computing Resources shall carry a warranty period of [number] years from the Go Live Date.
4.41 In case that the Computing Resources malfunction during the Warranty Period, the Contractor undertakes to repair and/or replace, at its sole expense, the equipment to ensure that it functions according to the specifications listed in Schedule 1 (The Solution). Without prejudice to Article 9 (Limitation of Liability and Indemnity) in the case that the Computing Resources or its replacement fails to function according to the specifications, the Customer shall within a reasonable time exercise its right to:(a) either require the Contractor to supply, free of charge, such additional services to rectify such defects
in the Computing Resources as may be necessary to enable the same to pass the tests made by reference to Article 6 (Testing);
(b) or accept and retain such Computing Resources as it may consider expedient at such reduced price as may be agreed between the Customer and the Contractor;
(c) or reject the Computing Resources, in which case no costs shall be due to the Contractor and the Contractor shall refund all amounts paid by the Customer in respect of such Computing Resources.
Personnel
4.42 The Contractor shall provide the Customer with the contact details including emergency telephone number/s of those personnel who may be contacted by the Customer 24/7 and shall ensure that at all times these Personnel are available to be contacted by the Customer.
4.43 The Contractor’s personnel (including subcontractors’ personnel) involved in anyway whatsoever in the provision of the Service shall provide the Services with the care, skill and diligence required in accordance with the law and with the Best Industry Practices and shall have the necessary background, training, experience and ability to carry out their duties in a professional and proficient manner to the mutual understanding and reciprocal learning. Such personnel shall also have sufficient knowledge of the relevant aspects of the Service and of the practices of the Customer to enable them to properly perform the duties and responsibilities assigned to them in connection with this Contract.
4.44 Where the Customer is unsatisfied with the performance of any Contractor’s personnel or subcontractor providing the Service to the Customer, the Customer shall immediately notify the Contractor giving reasons for its dissatisfaction, and the Contractor shall use its best endeavours to rectify the situation. For the purposes of this clause the performance of the employee or subcontractor shall be deemed unsatisfactory, inter alia, where (i) such employee is incompetent; (ii) such employee is negligent in the performance of his duties; (iii) lacks the skills and experience required; or (iii) his behaviour at the place of work is unacceptable or unsuitable. If the situation is not rectified by the Contractor within ten (10) calendar days from being notified by the Customer, the Customer reserves the right to request in writing a change of the individual concerned and the Contractor is obliged to carry out the necessary change within fifteen (15) calendar days from the written request.
4.45 The Contractor acknowledges that specific personnel appointed by the Contractor are essential to the proper provision of the Services to the Customer (hereinafter referred to as “Key Personnel”).
4.46 The Contractor shall and shall procure that any Subcontractor shall obtain the prior written consent of the
Customer before removing or replacing any member of the Key Personnel from their corresponding role during the Term (including when carrying out Exit Management), and, where possible, at least two (2) weeks written notice must be provided by the Contractor to the Customer of its intention to replace any member of Key Personnel from their corresponding role.
4.47 The Contractor acknowledges that the Key Personnel are essential to the proper provision of the Services to the Customer. The Contractor shall ensure that the role of any Key Personnel is not vacant for any longer than is necessary and consequently undertakes that any Key Personnel requiring replacement shall be replaced within the shortest possible time period with person(s) as, or more, qualified and experienced as the previous incumbent of such role and fully competent to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has replaced.
4.48 The Customer may identify any of the roles performed by Contractor Personnel as Key Personnel, who will then be included on the list of Key Personnel by the Contractor. The Customer may also require the
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Contractor to remove any member of the Key Personnel that the Customer considers in any respect unsatisfactory.
4.49 The Customer shall not be liable for the cost of replacing any member appointed to a Key Personnel role and the Contractor shall indemnify the Customer against all Employee Liabilities that may arise in this respect.
Project Management
4.50 The Contractor shall be responsible to manage the project. The Contractor’s appointed project manager(s) will also be responsible for the following activities:(a) Scope management;(b) Resource management;(c) Schedule management;(d) Risk management;(e) Change management;(f) Communication management;(g) Quality management;(h) Financial Management in order to ensure that the project remains within the limits of the Charges set
out in Schedule 7 (Charges and Invoicing);(i) Deployment of the Solution.
Knowledge Transfer
4.51 During the Term, the Contractor shall:(a) transfer all training material and provide appropriate training to those Customer personnel in
connection with the provision of the Services;(b) provide for the transfer to the Customer, or to the Replacement Contractor as defined in Schedule
15 (Exit Management), of all knowledge reasonably required for the provision of the Services which may, as appropriate, include information, records and documents; and
(c) provide the Customer with access to such members of the Contractor's or its Subcontractors' personnel as have been involved in the development, provision or management of the Services and who are employed or engaged by the Contractor or its Subcontractors; and
(d) provide formal training sessions where Enhancements are introduced, as requested by the Customer.
4.52 To facilitate the transfer of knowledge from the Contractor to the Customer, the Contractor shall: (a) provide a detailed explanation of the procedures and operations used to provide the Services, the
change management process and other standards and procedures to the operations personnel of the Customer, whenever so requested by the Customer;
(b) set-up and maintain throughout the Term of the Contract an inventory of assets for which the Contractor is responsible under the Contract; and
(c) permit the Customer’s personnel to observe the operation and delivery of the Services through work shadowing when so requested by the Customer.
Verification and Checks by Auditing Bodies
4.53 The Contractor will allow all auditing bodies identified by the Government of Malta or by an institutions of the European to verify, by examining the documents or by means of on-the-spot checks, the implementation of the project and conduct a full audit, if necessary, on the basis of supporting documents for the accounts, accounting documents and any other document relevant to the financing of the project. These inspections may take place up to 7 years after the final payment.
4.54 The Contractor will allow the auditing bodies to carry out checks and verification on the spot in accordance with the procedures set out in local legislation.
4.55 To this end, the Contractor undertakes to give appropriate access to staff or agents of the auditing bodies to the sites and locations at which the Contract is carried out, including its information systems, as well as all documents and databases concerning the technical and financial management of the project and to take all steps to facilitate their work. Access given to agents of the auditing bodies shall be on the basis of confidentiality with respect to third parties, without prejudice to the obligations of public law to which they are subject. Documents must be easily accessible and filed so as to facilitate their examination and the Contractor must inform the Customer of their precise location.
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4.56 The Contractor guarantees that the rights of the auditing bodies to carry out audits, checks and verification will be equally applicable, under the same conditions and according to the same rules as those set out in this Article, to any subcontractor or any other party.
Warranties
4.57 The Contractor represents and warrants that:(a) the Contractor is suitably qualified and experienced for the purposes for which the Contractor is
required by the Customer and that the Contractor shall perform the Services with the degree of diligence expected from a Contractor in the business of providing similar services.
(b) the Contractor will not act in any manner to the prejudice of the Customer and, if necessary, shall assist the Customer in good faith in the presentation, prosecution or litigation of any disputes, differences, claims or complaints by any Third Party against the Customer.
(c) the Service shall not infringe upon nor violate any patent, copyright, trade secret, or any right of Third Party, and shall not be libellous or otherwise unlawful.
(d) the Contractor is appropriately licensed and authorised to provide the Service.(e) all statements and representations made by the Contractor are to the best of its knowledge,
information and belief, true and accurate and that it will advise the Customer of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading.
(f) it has made its own enquiries as to the accuracy and adequacy of the information supplied to it by or on behalf of the Customer;
(g) there is no litigation (whether past or ongoing), actions, suits or proceedings or regulatory investigations pending or, to the Contractor’s knowledge, threatened against or affecting the Contractor before any court or administrative body or arbitration tribunal, nor any contract with a third party, which would prevent the performance of its obligations under this Contract.
(h) it has advised the Customer fully of any conflict of interest of which it is aware regarding the Service as at the date of the Contract and further undertakes to inform the Customer as soon as practicable of any conflict of interest regarding the Contract of which it may become aware during the continuance of this Contract.
(i)as at the date of this Contract:(i) it has full capacity and authority to enter into and to perform this Contract; and(ii) this Contract is executed by a duly authorised representative of the Contractor; and(iii) once duly executed this Contract will constitute its legal, valid and binding obligations.
Article 5 RESPONSIBILITIES OF THE CUSTOMER
5.1 The Customer will pay the Charges as detailed Schedule 7 (Charges and Invoicing).
5.2 During the performance of this Contract, the Customer shall comply with all the Contractor’s reasonable instructions for the purpose of fulfilling this Contract. Such instructions shall be in accordance with the Policies and Procedures, including the Security Policies listed in Schedule 5 (Security Requirements).
5.3 The Customer’s personnel shall provide assistance to the Contractor in areas requiring particular technical or functional expertise or work experience directly involving the practices of the Customer.
Access to Location
5.4 The Customer shall afford to authorised personnel of the Contractor at all reasonable times and with prior agreement, which shall not be unreasonably withheld, access to the Location as may be necessary for the provision of the Services.
5.5 Notwithstanding the preceding Article, the Customer shall have the right to refuse admittance to, or order the removal from, the Location of any person employed by or acting on behalf of the Contractor who, in the opinion of the Customer (which shall be final) is not a fit and proper person to be on the Location. The Customer undertakes not to use this right in an unreasonable manner. The Contractor undertakes to replace such personnel without jeopardising the performance of the Contract.
5.6 Action taken under the preceding Article shall forthwith be confirmed in writing to the Contractor by the Customer and shall not relieve the Contractor of its obligations under the Contract.
Article 6 TESTING
6.1 The Contractor shall carry out quality control and quality assurance processes on the Solution at the
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premises of the Contractor, prior to the delivery and installation of the Solution at the Location, to ensure that the Solution meets the requirements set out in Schedule 1 (The Solution).
6.2 The Contractor shall provide to the Customer copies of all documentation relating to the preparation, conduct and results of the quality control and quality assurance processes on the Solution carried out at the premises of the Contractor.
6.3 Following installation and configuration of the Solution at the Location, the Parties shall prepare a test plan for the performance of the User Acceptance Testing (UAT) which shall include:(a) a description of the performance of the UAT and the expected results of the tests;(b) the acceptance criteria which shall as a minimum include the technical, functional and non-
functional specifications agreed to between the Parties;(c) the planned schedule with milestones to carry out the UAT;(d) any resources required for testing purposes, including access to specific hardware or software; (e) the input which may be required from the Customer;(f) the test approach including test cases indicating (i) the new features to be tested (ii) regression
testing and (ii) the features that will not be tested;(g) the expected results of the tests to be carried out (‘Test Deliverables’);(h) any dependencies and/or risks for the UAT;(i) any criteria that will be applicable as agreed to by the Parties where the outcome of Test
Deliverables is not as expected (‘Exit Criteria’).
6.4 The Customer shall perform the UAT to determine whether the Solution meets the requirements set out in Schedule 1 (The Solution). If the Solution fails to pass from the UAT, the Contractor shall have ten (10) working days within which to remedy the fault at its sole expense and re-submit the Solution for the performance of UAT.
Provided that the time-period in this Article shall be without prejudice to the Implementation Plan attached as Appendix A to Schedule 2 (Implementation Plan) and the Delay Payments regulated in Schedule 7 (Charges and Invoicing).
Provided further that the Contractor shall not submit the Solution for UAT beyond the third iteration. Beyond such iteration, the Customer shall have the right, in such circumstances, to reject the Solution and/or terminate the Service on grounds of material breach.
6.5 Where the Customer determines that the Solution has successfully completed the UAT, the Customer shall issue the User Acceptance Report confirming that the Solution successfully met all the testing criteria.
6.6 The costs in respect of the testing performed at the premises of the Contractor in accordance with Article 6.1 and the UAT are deemed by the Parties to be included with the Charges as set out in Schedule 7 (Charges and Invoicing).
6.7 Notwithstanding the provisions of this Article, the Contractor shall remain solely responsible for its obligations under this Contract, including the responsibility for the Solution to function in accordance with the requirements set out in Schedule 1 (The Solution) and compliance of the Solution to any Policies and Procedures published by the Government of Malta.
Article 7 SECURITY REQUIREMENTS
7.1 The Contractor shall comply with the Security Requirements set out in Schedule 5 (Security Requirements).
7.2 A breach of this Article will constitute a material breach of this Contract.
Article 8 INTELLECTUAL PROPERTY RIGHTS
8.1 The Customer shall retain all Intellectual Property Rights arising from materials and documentation owned by the Customer at the time of signature of the Contract and used in the course of the provision of the Service. All data, information, text and drawings and other materials which are embodied in electronic, optical, magnetic or tangible medium, and which are supplied to the Contractor by the Customer is the sole property of the Customer.
8.2 The Contractor hereby irrevocably assigns to the Customer all rights, titles and interests in tangible and/or intellectual property, whether written or machine readable produced by the Contractor for the Customer
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under this Contract. For the purpose of this Contract, all Intellectual Property Rights arising from this Contract shall vest in the Customer.
8.3 The Contractor shall not have the right to use any data, reports works or other property referred to in Article 8.1 and 8.2 for its own purposes without obtaining the prior written consent of the Customer.
8.4 The Contractor shall provide any Software which is proprietary to the Contract and any Third Party software licenses to the Customer on the terms as set out in Schedule 3 (License Terms).
Source Code
8.5 The Contractor shall submit to the Customer a copy of the source code of Specially Written Software within one (1) week from the Go-Live Date, an updated version of the source code and Documentation (soft copy versions) following acceptance and prior to deployment of any Updates or Upgrades and at the end of each calendar year following the Go Live Date at no charge to the Customer. Scripts and installation deployment instructions have to be documented and provided to the Customer.
8.6 The Contractor shall restore the source code once a year, upon the request of the Customer, in order for the Customer to verify that the deposited source code is the updated version of the source code.
8.7 The Customer shall be entitled to use the source code in the event that the Contractor is unable or unwilling to continue providing the Post-Implementation Services to the Customer during the Term due to a circumstance which is not attributable to the Customer. In such an event the last version of the source code, scripts and documentation will become the property of the Customer and the Customer will have the right to give the source code to Third Parties to be able to continue maintaining the Solution.
Use of Third Party Software
8.8 In the event that the Contractor uses Third Party Software that is owned by the Third Party and distributed through a commercial license to develop the Specially Written Software, the Contractor shall ensure that the license terms of such Third Party Software is in line with Schedule 3 (License Terms).
8.9 In the event that the Contractor uses Third Party Software that is not owned by a Third Party and is distributed under a non-commercial license such as open source software or free software, the Contractor hereby agrees to give the full warranties and to provide Post-Implementation Services in accordance with the terms set out in this Contract and to indemnify the Customer for any loss or damages which may arise in connection with the use of the open source software, notwithstanding the exclusion or limitation of responsibilities, warranties and liabilities in the open source terms of use, even if the Customer has been made aware of these terms of use of the software.
IPR Claim
8.10 The Contractor will indemnify, defend and hold harmless the Customer in respect of all losses, costs, claims, demands, actions, fines, penalties, awards, liabilities and expenses (including legal expenses) incurred by or awarded against the Customer in connection with any claim or action against the Customer by any Third Party that the use by the Customer of the Software used by the Customer by virtue of this Contract or the receipt of any Support Services provided by the Contractor infringes the Intellectual Property of that Third Party (hereinafter referred to as “IPR Claim”) and the Contractor will take all steps necessary to defend the IPR Claim.
8.11 The Customer agrees that:(i)it will notify the Contractor in writing as soon as reasonably practicable of any IPR Claim of which the
Customer has notice;(ii) it will not admit any liability or agree to any settlement or compromise of an IPR Claim without the
prior written consent of the Contractor, which will not be unreasonably withheld or delayed; (iii) the Contractor will be entitled to assume exclusive conduct of any proceedings or action, negotiate
the settlement of the IPR Claim and of all discussions and dispute resolution efforts in connection with the IPR Claim; and
(iv) the Customer will, at the Contractor’s request and expense, give the Contractor all reasonable assistance in connection with the conduct of the IPR Claim.
8.12 If any IPR Claim is made or is likely to be made against the Customer, the Contractor shall be entitled at its own expense and option either:
(i) To obtain for the Customer the right to continue using the Solution in accordance with this Contract; or
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(ii) modify or replace the infringing part of the Solution so as to avoid the infringement or alleged infringement, without prejudice to the representations and warranties in this Contract in relation to all or any part of the Solution, and without diminishing or curtailing in any material respect the performance or functionality of the Solution as described in any relevant specifications.
8.13 The indemnity given under this Article will not apply to the extent that any infringement has arisen directly from any modifications of the Software and/or the Services which are not contemplated by this Contract and which are made by the Customer without the Contractor’s consent or authorisation.
8.14 The provisions of this Article shall apply during the term of the Contract and indefinitely after its expiry or termination to the extent permitted by law.
Article 9 LIMITATION OF LIABILITY AND INDEMNITY
9.1 The Contractor shall be liable for any loss damage, expense or delay incurred or suffered by the Customer arising directly or indirectly from or in any way connected with the provision of the Services by the Contractor to the Customer in particular but without limitation where such liability arises from: (a) failure of the Contractor to perform its obligations as set out in this Contract, or(b) any act or omission of the Contractor, whether wilful, negligent, fraudulent or otherwise.
9.2 Neither Party excludes or limits liability to the other for death or personal injury to the extent it results from any act or omission of either Party, its employees, agents or subcontractors.
9.3 Except as otherwise specifically provided herein and subject to the limits of liability imposed by virtue of this Article, neither Party shall be liable to the other for loss of profits, loss of business, or for any other special, punitive, indirect or consequential loss or damages unless arising from gross negligence or a wilful act or omission of the other Party.
9.4 The provisions of this Article shall not be taken as excluding or limiting the Customer’s rights under the Contract to claim the recovery of costs and expenses which would not otherwise have been incurred by the Customer.
9.5 The Customer shall indemnify, protect and defend the Contractor, its employees, agents or authorised representatives from and against all actions, claims, losses or damages arising directly or indirectly as a result of fraud, bad faith, wilful default or gross negligence of the Customer, its employees, agents or authorised representatives in performing its obligations pursuant to this Contract provided that regardless of the form of action, whether in contract or tort, the aggregate liability of the Customer hereunder for damages incurred by the Contractor shall not exceed fifty (50%) of the fees payable to the Contractor.
9.6 The Contractor shall indemnify, protect and defend the Customer, its employees, agents or authorised representatives from and against all actions, claims, losses or damages arising directly or indirectly as a result of fraud, bad faith, wilful default or negligence of the Contractor, its employees, agents or authorised representatives in performing its obligations pursuant to this Contract.
9.7 Notwithstanding any other provision of the Contract, the maximum aggregate total liability of the Contractor under the Contract, including liability for any breach of the Contract by the Contractor, whether or not leading to the termination of the Contract, and for any indemnity in terms of the foregoing provisions of this Article, shall be limited to one and a half the value of the Contract.
9.8 Notwithstanding any other provision of the Contract, the maximum aggregate total liability of the Customer, under the Contract, including liability for any breach of the Contract by the Customer, whether or not leading to the termination of the Contract, and for any indemnity in terms of the foregoing provisions of this Article, shall be limited to the value of the Contract.
Article 10 COMMUNICATION
10.1 Communications between the Customer and the Contractor shall be in writing. Both Parties shall ensure that any verbal communications are followed up by a written communication.
10.2 Whenever the Contract provides for the giving or issuing of any notice, consent, approval, certificate or decision, such notice, consent, approval, certificate or decision shall be in writing and delivered by registered post or facsimile or by electronic means as follows:
Notices to the Customer Notices to the Contractor:
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Transport Malta,Malta Transport Centre,Xatt L-Ghassara ta l-GhenebMarsa, MRS1917Malta
Attn: Chief Office, ICT Directorate E-Mail: [email protected] number: +356 21222203Facsimile number: +356 21250365
XXX LimitedAddressAddressAddress
Attn: Mr./Ms. XXX E-Mail: XXXTelephone number:Facsimile number: +356 21XXXXXX
10.3 Any communications sent by post shall be deemed to be delivered four (4) business days after posting and if sent by facsimile shall be deemed to have been received at the time of delivery as indicated on the answer back code permitting that such time is not beyond Normal Working Hours in which case the time of delivery is deemed to be 08.00 am of the following working day.
10.4 In the case of communications sent via electronic means, the parties recognise and accept all associated risks including lack of security, unreliability of delivery and possible loss of confidentiality. Such communications shall be regulated by any relevant legislation in force from time to time.
Article 11 PERFORMANCE GUARANTEE
11.1 The Contractor shall deliver a duly executed Performance Guarantee in a form and from a bank acceptable to the Customer within ten (10) calendar days from the date of signature of the Contract for the amount equivalent to ten per cent (10%) of the value of the Contract. The Customer may adjust the value of Performance Guarantee after two (2) years from the Go Live Date, which revision shall reflect the balance still payable by the Customer.
11.2 The Contractor agrees to retain the Performance Guarantee if the Parties agree to extend the Term. The Parties will agree on the value and term of the extended Performance Guarantee.
11.3 The Contractor will be considered to be in material breach of the Contract in the event that the Contractor fails to furnish the Performance Guarantee as set out in this Article.
11.4 The Customer will demand payment from the Performance Guarantee of all sums for which the Contractor is liable under the Performance Guarantee due to the Contractor’s default under the Contract, in accordance with the terms of the Performance Guarantee and up to the value thereof.
Article 12 GOVERNANCE
12.1 The Parties agree to manage this Contract through the governance structure detailed in Schedule 11 (Governance).
Article 13 RECORDS AND REPORTS
13.1 The Parties shall comply with the provisions of Schedule 8 (Records Provision) in relation to the keeping of records and the making of reports.
Article 14 TERMINATION
14.1 The Customer shall be entitled to terminate the Contract:(a) in the event that the Contractor is in material breach of any of its obligations under this Contract and
fails to remedy such breach without reasonable justification within thirty (30) days from a written notice requested the remedy thereof;
(b) if the Contractor fails to achieve a Milestone by the relevant date; (c) pursuant to Article 8.6 (Intellectual Property Rights) where a modification or replacement of an item or
where procuring a license in accordance with Article 8.8 has not avoided or resolved an IPR Claim; (d) pursuant to Article 35 (Prevention of Corruption); (e) if the Contractor accrued Penalties, in any period of six (6) consecutive months, in excess of ten
thousand Euro [€ 10,000]; and/orPage 53
(f) if as a result of a default by the Contractor of its obligations, the Customer suffers damages that exceed the aggregate value of liability caps set out in Article 9 (Limitation of Liability and Indemnity).
14.2 The Contractor may not terminate the Contract except in the event that the Customer is in delay in the payment of the Charges and remains so in delay for ten (10) days after receipt of an official letter from the Contractor requesting payment.
14.3 If the Contractor shall be guilty of any serious misconduct, the Customer shall be entitled to terminate the Contract without notice and without any payment and without prejudice to any rights the Customer may have against the Contractor arising out of such default. For the purposes of this Article, ‘serious misconduct’ shall mean ‘fraud, neglect or failure or refusal to carry out the Service’.
14.4 This Contract may be terminated by the Customer by giving the Contractor thirty (30) days notice in writing, if a receiver (including fixed charge or court appointed), administrative receiver, manager, insolvency practitioner or similar officer shall be appointed over the whole or a substantial part of the undertaking, property or assets of the Contractor or if the Contractor is unable to pay its debts as provided in article 214 of the Companies Act (Cap 386 of the Laws of Malta).
14.5 This Contract shall be terminated by the Customer by sending a notice in writing to the Contractor in the event that the Contractor abandons the provision of the Service. The Contractor shall be deemed as having abandoned the provision of the Service if the Contractor fails to reply to the notice of termination referred to in this Article within a period of fifteen (15) calendar days by providing reasons for the failure to provide the Services.
14.6 The Customer shall be entitled to terminate the Contract, or any part of the Services in this Contract, at
any time and for any reason or without reason provided six (6) months written notice is given to the Contractor. The Contractor shall be compensated by the Customer on a pro-rata basis for Services provided to the Customer’s satisfaction up to and including the date of termination.
14.7 Notwithstanding Article 14.1 to Article 14.6 above, the Contractor shall continue to be responsible for the provision of the Services provided up to such termination date.
14.8 Any expiration or termination of this Contract for any reason shall not affect any accrued rights, liabilities or remedies of either party, including those related to warranties and remuneration paid up to and including the date of termination, which may arise under this Contract.
14.9 Following notice of termination of this Contract, the Contractor will at the request of the Customer continue to provide the Service until the end of the Term or for such other period as the Parties may agree in accordance with the terms of this Contract.
14.10 The terms, conditions and warranties contained in this Contract, that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Contract, including but not limited to the terms concerning Contractor's warranties and the provision of the Services shall so survive the termination or expiration of this Contract.
Article 15 EXIT MANAGEMENT
15.1 The Customer and the Contractor shall comply with the Exit Management requirements set out in Schedule 15 (Exit Management) and any current Exit Plan. (i) if an Insolvency Event occurs ;(ii) in the event of termination of this Contract for any reason; and/or(iii) upon expiry of this Contract.
15.2 The Contractor shall not, without the Customer’s consent, encumber any Contractor Equipment in any way which would require the consent of a third party to the exercise by the Customer of its rights under Schedule 15 (Exit Management) or which would in some other way restrict the exercise by the Customer of its rights under that schedule. For the purposes of this Article "encumber" shall include any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, security interest, any other security agreement or arrangement which otherwise restricts the Contractor’s ability to use and deal with the relevant item of Contractor Equipment.
15.3 Unless the Customer otherwise requires, during the time between service of a notice of termination of this Contract, and such termination or exercise taking effect, the Contractor shall take all reasonable steps, which are necessary and consistent with its continuing obligations, to mitigate any losses, costs, liabilities and expenses which the Contractor may incur as a result of the termination.
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15.4 If the Contractor does not fulfil its obligations in accordance with Article 15.2 and 15.3 the Customer shall not pay any sums in excess of those which the Customer would have paid had such action been taken.
Article 16 STEP-IN RIGHTS
16.1 The Customer shall have the option, but not the obligation, to take action under this Article 16 in the following circumstances:
(a) if the Contractor is in default of any of its obligations and the Customer is entitled to terminate in accordance with Article 14.1 of this Contact;
(b) if there is a default by the Contractor that is materially preventing or materially delaying the performance of the Services or any part of the Services;
(c) if there is a delay that resulted, or the Customer reasonably anticipates will result, in the failure of the Contractor to complete a Milestone by the relevant date;
(d) if a Force Majeure Event occurs which materially prevents or materially delays the performance of the Services or any part of the Services;
(e) if the Contractor accrued Penalties, in any period of six (6) consecutive months, in excess of ten thousand Euro [€ 10,000];
(f) if the Contractor has accrued Delay Payments in excess of hundred thousand Euro [€ 100,000];(g) because of a serious risk exists to the health or safety of persons, property or the environment;(h) to discharge statutory duty; and/or(i) on the occurrence of an Insolvency Event in respect of the Contractor.
16.2 Before the Customer exercises its right of step-in under this Article 16 it shall permit the Contractor the opportunity to demonstrate to the Customer’s reasonable satisfaction, within five (5) Working Days, that the Contractor is still able to provide the Services in accordance with the terms of this Contract and/or remedy the circumstances giving rise to the right to step-in without the requirement for the Customer to take action.
16.3 If the Customer is not satisfied with the Contractor’s demonstration pursuant to Article 16.2, the Customer may:
(a) where the Customer considers it expedient to do so, require the Contractor by notice in writing to take those steps that the Customer considers necessary or expedient to mitigate or rectify the state of affairs giving rise to the Customer’s right to step-in;
(b) appoint any person to work with the Contractor in performing all or a part of the Services (including those provided by any Subcontractor); or
(c) take the steps that the Customer considers appropriate to ensure the performance of all or part of the Services (including those provided by any Subcontractor).
16.4 The Contractor shall co-operate fully and in good faith with the Customer, or any other person appointed in respect of Article 16.3 (b) and shall adopt any reasonable methodology in providing the Services recommended by the Customer or that person.
16.5 If the Contractor:(a) fails to confirm within five (5) Working Days of a notice served pursuant to Article 16.3(a) that it is
willing to comply with that notice; or(b) fails to work with a person appointed in accordance with Article 16.3(b); or(c) fails to take the steps notified to it by the Customer pursuant to Article 16.3(c),
then the Customer may take action under this Article either through itself or with the assistance of third party contractors; provided that the Contractor may require any third parties to comply with a confidentiality undertaking.
16.6 If the Customer takes action pursuant to Article 16.5, the Customer shall serve notice ("Step-in Notice") on the Contractor. The Step-in Notice shall set out:
(a) the action the Customer wishes to take and in particular the Services it wishes to control;(b) the reason for and the objective of taking the action and whether the Customer reasonably believes
that the primary cause of the action is due to the Contractor’s Default;(c) the date it wishes to commence the action; (d) the time period which it believes will be necessary for the action;(e) whether the Customer will require access to the Contractor’s premises and/or any other sites from
which the Contractor manages, organises or otherwise directs the provision or use of the Services;(f) to the extent practicable, the effect on the Contractor and its obligations to provide the Services
during the period the action is being taken.
16.7 Following service of a Step-in Notice, the Customer shall:
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(a) take the action set out in the Step-in Notice and any consequential additional action as it reasonably believes is necessary to achieve (together, the "Required Action");
(b) keep records of the Required Action taken and provide information about the Required Action to the Contractor;
(c) co-operate wherever reasonable with the Contractor in order to enable the Contractor to continue to provide any Services in relation to which the Customer is not assuming control; and
(d) act reasonably in mitigating the cost that the Contractor will incur as a result of the exercise of the Customer’s rights under this Article.
16.8 For so long as and to the extent that the Required Action is continuing, then:(a) the Contractor shall not be obliged to provide the Services to the extent that they are the subject of
the Required Action;(b) subject to Article 16.9, the Customer shall pay to the Contractor the Charges after the deduction of
any applicable Penalties, Delay Payments and the Customer’s costs of taking the Required Action.
16.9 If the Required Action results in:(a) the degradation of any Services not subject to the Required Action; or (b) the non-achievement of a Milestone,
beyond that which would have been the case had the Customer not taken the Required Action, then the Contractor shall be entitled to an agreed adjustment of the Charges, provided that the Contractor can demonstrate to the reasonable satisfaction of the Customer that the Required Action has led to the degradation or non-Achievement.
16.10 Before ceasing to exercise its step-in rights under this Article the Customer shall deliver a written notice to the Contractor ("Step-Out Notice"), specifying:
(a) the Required Action it has actually taken; and(b) the date on which the Customer plans to end the Required Action ("Step-Out Date") subject to the
Customer being satisfied with the Contractor’s ability to resume the provision of the Services and the Contractor’s plan developed in accordance with Article 16.11.
16.11 The Contractor shall, following receipt of a Step-Out Notice and not less than ten (10) Working Days prior to the Step-Out Date, develop for the Customer’s approval a draft plan ("Step-Out Plan") relating to the resumption by the Contractor of the Services, including any action the Contractor proposes to take to ensure that the affected Services satisfy the requirements of this Contract.
16.12 If the Customer does not approve the draft Step-Out Plan, the Customer shall inform the Contractor of its reasons for not approving it. The Contractor shall then revise the draft Step-Out Plan taking those reasons into account and shall re-submit the revised plan to the Customer for the Customer’s approval. The Customer shall not withhold or delay its approval of the draft Step-Out Plan unnecessarily.
16.13 The Contractor shall bear its own costs in connection with any step-in by the Customer under this Article 16, provided that the Customer shall reimburse the Contractor’s reasonable additional expenses incurred directly as a result of any step-in action taken by the Customer under Article 16.1(d).
Article 17 PERFORMANCE MONITORING
17.1 The Contractor’s performance in the provision of the Service under this Contract may be considered as relevant information for future selection purposes. The assessment by the Customer of the Contractor’s performance under this Contract will include:(a) the Contractor's ability to conform to contractual requirements; (b) the Contractor's ability to conform to standards of good workmanship; (c) the Contractor's ability to control costs; (d) the Contractor's adherence to contract schedules; (e) the Contractor's cooperative behaviour and commitment to Customer satisfaction; (f) generally, the Contractor's business-like concern for the interest of the Customer.
17.2 The Contractor may request the Customer to be informed of the result of the assessment carried out by the Customer under this Article.
Article 18 PROTECTION OF PERSONAL DATA
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18.1 For the purpose of this Article the “Personal Data”, “Sensitive Personal Data” and “Processing” shall have the same meaning as set out in the Data Protection Act (Cap. 440 of the Laws of Malta).
18.2 Each party shall comply with its respective obligations under applicable data protection legislation and
any directions issued by the Information and Data Protection Commissioner in relation to personal data that is processed by it in the course of performing its obligations under this Contract, including by maintaining a valid and up to date registration or notification under the data protection legislation. Personal data shall have the same meaning assigned to it by the Data Protection Act.
18.3 Unless the Customer expressly requires otherwise, the Contractor shall only undertake processing of personal data required in connection with the performance of the Contract. The Contractor shall comply with any reasonable procedures or processes notified in writing in advance to the Contractor by the Customer with respect to personal data from time to time.
18.4 The Contractor shall not process sensitive personal data unless the Customer authorizes the processing of such data in writing.
18.5 The Contractor shall to the extent required under the data protection legislation bring into effect and maintain reasonable technical and organisational measures to prevent unauthorised or unlawful processing of personal data and accidental loss or destruction of, or damage to personal data, including but not limited to taking reasonable steps to ensure the reliability of the employees of the Contractor having access to the personal data. The Customer may request a written description of such technical and organisational measures employed by the Contractor comply with such request within fifteen (15) days of such request.
18.6 The Contractor shall ensure promptly to notify the Customer of any breach of security measures required pursuant to Article 18.5 of this Contract.
18.7 The Contractor shall ensure that personal data acquired by virtue of this Contract, shall only be accessed and used by authorised personnel, and such data shall not be disclosed to any third party. In this respect, the Contractor shall procure that each of the authorised personnel be informed of the purpose and confidential nature of such data.
18.8 The Contractor shall ensure that it does not knowingly or negligently place the Customer in breach of its data protection obligations under the Data Protection Act.
18.9 The Contractor shall to the extent permissible under data protection legislation comply with all reasonable requests of the Customer with regard to any data protection matter, including allowing the Customer, or any agent or auditor to undertake data protection audits of the processes or systems in place with regard to the Service.
18.10 A breach of this Article shall constitute a material breach of the Contract.
18.11 The provisions of this Article shall apply during the term of the Contract and indefinitely after its expiry or termination.
Article 19 CONFIDENTIALITY OF DATA
19.1 The Contractor will not (and will ensure that its subcontractors and employees do not) store, copy or use data which is not in the public domain (other than as a result of a breach by the Contractor of its other obligations under the Contract) or was properly in the possession of the Contractor prior to receiving the data from the Customer for any purpose other than to the extent necessary to perform its obligations under the Contract.
19.2 The Contractor shall keep strictly confidential all information received in connection with the Contract and will disclose the same only to those of its staff who require information for the purpose of carrying out the Contractor’s obligations under the Contract. The Contractor shall not disclose such information (howsoever obtained and in whatsoever form) to any third party unless such disclosure is compelled by law.
19.3 The Contractor shall not use any data to solicit any business for any of the Contractor’s products or services, without the prior written consent of the Customer.
19.4 The Contractor undertakes to:(a) keep all documentation and other papers and all discs, tapes and other media recording and will
store the information entrusted within the Contractor’s possession, custody or control in connection
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with the Contract, secure and in such a way so as to prevent unauthorised access to such information;
(b) immediately notify the Customer if it becomes aware that the information entrusted within the Contractor’s possession, custody or control in connection with the Contract has been communicated or disclosed to any unauthorised Third Party;
(c) return, delete or destroy upon the Customer’s demand all information provided to the Contractor without keeping any copies and if requested by the Customer, provide a certificate confirming that the requirements of this paragraph have been complied with in full, at his expense within five (5) business days following the Customer’s demand
19.5 The Contractor shall:(a) make available to the Customer upon request all information relating to the processing of such data
carried out in terms of this Contract; and(b) hand over such data to the Customer upon request, or termination or expiry of this Contract, unless
such Contract is renewed.
19.6 The Contractor accepts that the provisions of the Official Secrets Act (Chapter 50 of the Laws of Malta) as amended by Act XVIII of 1996 may apply to the Contractor.
19.7 It shall be the responsibility of the Contractor to procure that its officers, employees or agents abide by the obligations set out in this Article by, inter alia, obtaining from such officers, employees or agents to whom any information is to be disclosed or who may in any way obtain access to such information, enforceable undertakings in terms at least as binding upon the said officers, employees or agents as the Contractor is bound to the Customer by virtue of this Contract.
19.8 This Article shall survive the termination of the Contract and shall continue to apply unless or until any of the following circumstances arise:
(a) the information is already known to the Contractor or in its possession before undertaking the obligation to keep it confidential;
(b) the information is or becomes publicly known other than through the unauthorised disclosure by the Contractor;
(c) the information is received from a Third Party without similar obligations of confidence and without breach of this Article;
(d) is already possessed or independently developed by the Contractor;(e) is required to be disclosed by a court of competent jurisdiction or by any other statutory, fiscal or
other authority; or(f) is approved for release by written authorization of the Customer.
19.9 A breach of this Article shall constitute a material breach of the Contract.
Article 20 FREEDOM OF INFORMATION
20.1 The Contractor acknowledges that the Customer is subject to the requirements of the Freedom of Information Act (Cap. 496 of the Laws of Malta) and that the provisions of the Contract are without prejudice to the obligations of the Customer under the said Act, the Code of Practice issued under the same Act and any subordinate legislation made under the Act from time to time and/or any decision issued by the Information and Data Protection Commissioner in relation to such legislation.
20.2 The Contractor shall provide assistance as necessary to enable the Customer to respond to a request for information within the twenty (20) working day time limit established under the Freedom of Information Act for compliance.
20.3 Where the Contractor processes information that is subject to the Freedom of Information Act on behalf of the Customer, the Contractor shall provide to the Customer a copy of the information in the form requested by the Customer within five (5) working days from receipt of the request.
20.4 Where the Contractor receives a request for information held on behalf of the Customer, the Contractor shall transfer such request to the Customer immediately, without delay.
20.5 Where a request is made for information that concerns the Contractor under the terms of the Contract, the Customer shall consult with the Contractor and the Contractor shall provide the Customer with a response within five (5) working days from receipt of the request.
Provided that where the Contractor does not respond within five (5) working days, the Contractor shall be deemed to tacitly consent to the disclosure of such information.
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Provided further that the consultation shall be without prejudice to the rights and obligations of the Customer as set out in this Article.
20.6 The Customer shall be solely responsible to determine that the information requested:
(a) is exempt from disclosure in accordance with the provisions of the Freedom of Information Act;(b) is to be disclosed in response to a request for information made under the Freedom of Information Act.
20.7 The Contractor shall ensure that all information produced during the term of the Contract or relating to the Contract is managed in accordance with information management best practices and shall permit the Customer to inspect all such information as may be requested from time to time. The information inspected shall be subject to confidentiality until such time that there is no obligation to disclose under the provisions of Freedom of Information Act.
Article 21 DISCLOSURE OF INFORMATION BY THE CUSTOMER
21.1 The Contractor acknowledges that the Customer has certain obligations to provide information to the Government of Malta, Parliament and the National Audit Office, in relation to its activities. Consequently, the Contractor undertakes to assist and cooperate with the Customer to enable the Customer to comply with its information disclosure obligations.
21.2 A failure to comply with the provisions of this Article 21 shall constitute a material breach of the Contract.
Article 22 BUSINESS CONTINUITY AND DISASTER RECOVERY
22.1 The Parties shall comply with the provisions of Schedule 6 (Business Continuity and Disaster Recovery (BCDR)).
22.2 The Contractor shall ensure that it is able to implement the BCDR plan at any time in accordance with its terms.
22.3 The Contractor shall undertake regular risk assessments in relation to the provision of the Services not less than once every six (6) months and shall provide the result of, and any recommendations in relation to, those risk assessments to the Customer promptly in writing following each review.
22.4 The Contractor shall establish, maintain, and review its own internal processes and procedures with respect to the identification of any threats or risks to the provision of the Services, how such threats and risks may be mitigated and how the provision of the Services may be maintained in the event of any such identified threats or risks materialising.
Article 23 FORCE MAJEURE
23.1 Neither Party shall be liable for delay or failure to perform any of its obligations under the Contract insofar as the performance of such obligation is prevented by any unforeseeable event beyond its reasonable control. Notwithstanding the foregoing, each Party shall use all reasonable endeavours to continue to perform its obligations hereunder for the duration of such force majeure event.
23.2 If any of the Parties hereto is prevented from fulfilling its obligations under the Contract by reason of a force majeure event, it shall give notice of this to the other Parties concerned immediately giving details of the nature, the probable duration and the likely effect of the circumstances giving rise to the force majeure event.
23.3 It shall not be considered to be a Force Majeure event nor shall either party be excused from liability for delay or failure to perform any of its obligations under the Contract, if that party is delayed or fails to meet its obligations under this Contract as a result of failure by its agents or subcontractors unless such failure itself results directly from a force majeure event.
23.4 If circumstances of a force majeure event have occurred that:(a) affect the Contractor and the provision of the Service; or (b) affect the provision of the Service, and such circumstances persist for a period of sixty (60)
days, then any one of the Parties may terminate the Contract.
Article 24 ASSIGNMENT AND SUBCONTRACTING
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24.1 This Contract or any portion thereof shall not be assigned, novated or subcontracted by the Contractor without the prior consent in writing of the Customer, which consent shall not be unreasonably withheld.
24.2 Notwithstanding the approval by the Customer of an assignee or subcontractor, such assignment or subcontracting shall not relieve the Contractor from the obligations under the Contract or impose any liability upon the Customer to any assignee or subcontractor of the Contractor.
24.3 Any assignment, subcontracting or transfer in breach of the provision of this Article shall be null and void.
Article 25 INDEPENDENT CONTRACTOR
25.1 The Contractor is not and shall not hold itself out as an agent or partner of the Customer.
25.2 The Contractor is not an employee of the Customer and shall be treated for all purposes as an independent contractor.
Article 26 WAIVER
26.1 A waiver of any failure to comply with any term of the Contract must be written and signed by the aggrieved Party. Each waiver must refer to a specific failure to comply and shall not have the effect of waiving any subsequent failures to comply.
Article 27 AMENDMENT
27.1 The Contract may be amended as necessary with the mutual consent of all the Parties. The amendments shall be executed in writing, dated and signed by both the Customer and the Contractor, and attached to the Contract. Verbal undertakings shall be considered as unenforceable.
27.2 Unless otherwise agreed, the rights and restrictions described in this Contract shall automatically be extended to apply to any amendments done in accordance with this provision.
Article 28 ENTIRE CONTRACT
28.1 This Contract including the Appendices constitutes the entire understanding between the Parties with respect to the Service and shall supersede all prior oral or written communications with respect to the subject matter of this Contract.
28.2 No other term or condition which the Contractor may seek to impose or any contrary or additional terms and conditions contained in the Contractor's proposal or any licensing agreements will apply, unless as advised in this Contract. Any such term or condition will be considered null and void.
Article 29 GOVERNING LAW AND JURISDICTION
29.1 This Contract shall be governed by and construed in accordance with the laws of Malta.
29.2 Any dispute arising out of or in connection with this Contract including any question regarding its interpretation, validity or termination shall be referred in writing to a single arbitrator, having the appropriate expertise, to be agreed upon between the parties who will decide the matter expediently.
29.3 Arbitration shall take place in accordance with the rules of the Malta Arbitration Centre as at present in force. The place of arbitration shall be Malta.
29.4 Failing agreement on the appointment of the arbitrator, or where the appointed arbitrator fails to start dealing with the matter within fourteen (14) calendar days of the date from when the arbitrator is appointed, either party may submit the dispute to the Malta Arbitration Centre.
29.5 The parties agree that the arbitral award shall be binding on both parties and shall be subject to appeal.
29.6 The costs and fees of the arbitration shall be shared equally between the parties.
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29.7 Notwithstanding any dispute between the Parties, the Contractor undertakes that, if requested by the Customer, pending such time as the matter is resolved amicably between the Parties or by arbitration pursuant to this Article, the Contractor shall not suspend, interrupt or impede the provision of the Services as contemplated in the Contract in any way whatsoever.
Article 30 REGULATORY COMPLIANCE AND REGULATORY CHANGE
30.1 Each Party will comply with all applicable laws and regulations in performing its respective obligations under this Contract.
30.2 The Contractor will be responsible for ensuring that the performance of this Contract complies with all applicable laws and regulations.
30.3 The Contractor will promptly provide the Customer with any information reasonably requested by the Customer which is in the Contractor’s possession or control, or ought reasonably to be in its possession or control, for the purpose of complying with applicable law or statutory regulatory requirements.
30.4 The Contractor will be responsible for compliance with any regulatory change and will make any necessary changes required to the provision of Service due to a regulatory change. In the event of such a regulatory change, the Contractor will inform the Customer of any changes that may be required and proceed to effect the required changes.
30.5 Nothing in this Article is to be taken as relieving either Party of its responsibility at all times to comply with all laws, statutes and regulations in connection with the performance of this Contract.
Article 31 CO-OPERATION WITH LEGAL PROCEEDINGS
31.1 If requested, the Contractor will co-operate with the Customer in connection with any legal proceedings or ombudsman inquiries in which the Customer may become involved, or any relevant internal disciplinary hearing.
31.2 If required, the Contractor will give evidence at the relevant proceeding, inquiry or hearing. If the relevant proceeding, inquiry or hearing does not arise out of, or relate to, a default, act or omission of the Contractor including a subcontractor or any of the Contractor’s employees, the Customer will reimburse the Contractor for its reasonable additional costs as a result of complying with this Article.
31.3 If the Contractor becomes aware of any incident, maladministration, accident or other matter which may give rise to legal proceedings, ombudsman inquiry or claim which relates to the Contract, it will notify the Customer promptly in writing giving sufficient information to enable the Customer to investigate the matter.
31.4 Where the Customer requires any information or documentation from the Contractor in connection with any legal proceedings or ombudsman inquiries in which the Customer may become involved, or any relevant internal disciplinary hearing, the Contractor shall ensure that any information or documentation requested by the Customer is supplied to such Parties in sufficient time to enable the Customer to comply with any procedural rules relating to such actions.
31.5 Where the results of any enquiry or investigation identifies losses, damages or claims incurred by the Customer in consequence of a breach of contract by the Contractor or any Subcontractor, the Customer shall be entitled to deduct from any sums held by the Customer (and which would otherwise be payable to the Contractor) both the value of such losses, damages or claims attributable to the Contractor and the cost of the enquiry or investigation. Where the Customer does not hold any such sums for which deductions may be made, such sums may be recovered from the Contractor as a civil debt, or from any sum held by the Customer in relation to any other contract between the Customer and the Contractor.
Article 32 SUPERVENING ILLEGALITY AND SEVERANCE
32.1 In the eventuality that any term or provision in this Contract is held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term, provision or part thereof shall to that extent be deemed not to form part of this Contract. The validity and enforceability of the remainder of this Contract shall not be affected.
Article 33 NON–EXCLUSIVE SERVICE
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33.1 The Contract is for a particular and non-exclusive service. While the Customer may consider extending the scope and application of the Contract, the Contractor acknowledges that it is not the exclusive Contractor and the Customer may at any time request any part of the Deliverable Items itself or procure them from a third party.
Article 34 NON SOLICITATION
34.1 Throughout the term of the Contract, and for three (3) months thereafter, the Contractor and any organisation wholly owned or controlled by the Contractor or which wholly owns or controls the Contractor, shall not, without the Customer’s prior written consent:(a) engage any employee or consultant of the Customer, whether directly or indirectly, full or part-time,
paid or unpaid, in a consultancy or in any other role whatsoever;(b) solicit, or facilitate in soliciting for employment any employee or consultant of the Customer.
34.2 The Contractor understands and accepts that a breach of this Article may, at the discretion of the Customer, result in severance of any or all contracts between the Contractor and the Customer, without prejudice to any rights pertaining to the Customer which rights shall have arisen prior to any severance of contract as above stated.
34.3 Without prejudice to Article 34.2, the Contractor acknowledges that a breach of this Article shall cause irreparable damage to the Customer. Accordingly, the Contractor agrees to pay to the Customer, by way of pre-liquidated damages which shall not be subject to abatement by any court of law, an amount equal to the greater of fifty thousand Euro (€50,000) or 100 times the daily salary rate of any person employed by the Contractor in breach of this Article.
Article 35 PREVENTION OF CORRUPTION
35.1 The Contractor shall not:
(a) offer or agree to give any person working for or engaged by the Customer or any other Government of Malta Body any gift or other consideration which could act as an inducement or a reward for any act or failure to act connected to this Contract, or any other agreement between the Contractor and the Customer or any Government of Malta Body, including its award to the Contractor and any of the rights and obligations contained within it; nor
(b) enter into this Contract if it has knowledge that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Customer or any other Government of Malta Body by or for the Contractor, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer before execution of this Contract.
35.2 If the Contractor (including any Contractor Personnel, Subcontractor or agent, in all cases whether or not acting with the Contractor’s knowledge) breaches the provisions of Article 35.1, the Customer may terminate this Contract by written notice with immediate effect.
35.3 Any termination under Article 35.2 shall be without prejudice to any right or remedy which has already accrued, or subsequently accrues, to the Customer.
Article 36 GENERAL
36.1 Headings to the articles of the Contract are for ease of reference only and shall not affect the interpretation or construction hereof.
36.2 The singular shall include the plural and vice-versa. Definitions may be used in the singular or in the plural.
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IN WITNESS WHEREOF, the parties hereto have caused this Contract to be duly executed.
Authorised Signature Authorised Signature
Mr Francis AttardDirector General (Contracts)Name and Position Name and Position
Date Date
The Central Government Authorityon behalf of
The Contractor
Transport MaltaMalta Transport Centre,Xatt L-Ghassara ta l-GhenebMarsa, MRS1917Malta
VAT Reg. MT 1274-6420 VAT Reg.
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SCHEDULE 1 THE SOLUTION
1. Introduction
1.1 This Schedule sets out the obligations and responsibilities of the Customer and the Contractor in connection with the provision of the Solution.
2. General Requirements
2.1 The Contractor shall, under this Schedule, be responsible for:
(a) The implementation of the Solution as detailed in Appendix A of this Schedule;(b) The delivery of the Business and Functional Requirements detailed in Appendix B of this Schedule;(c) The design, installation, configuration and implementation of the technical solution inclusive of any
necessary systems integration to other information systems as detailed in Appendix C and D of this Schedule.
2.2 The Contractor shall avoid as far as possible the effects of known faults or bugs in the Computing Resources and Software and operate sound Workarounds where these are available.
2.3 The Contractor acknowledges that it has reviewed and is satisfied with the Customer’s IT Environment as detailed in Appendix B of this Schedule, and guarantees that the Solution can integrate with the Customer’s IT Environment.
2.4 In meeting the requirements described in this Schedule the Contractor shall cooperate with the Customer, and other relevant third party providers of the Customer as specified in this Schedule or as and when required in order to ensure that the Customer is provided with end to end services that meet the Customer’s business requirements.
2.5 The Contractor agrees that the Solution shall achieve the functionality requirements through parameterisation and not customisation of the Solution unless by prior written agreement with the Customer.
2.6 The Contractor shall ensure that all approved parameterisation and customisation shall not prevent, inhibit or compromise the Customer’s ability to implement future releases of the EUCARIS Application, any Specially Written Software and any other software component being supplied under this Contract and that such future releases and upgrades incorporate existing parameterisation and customisation. Notwithstanding the foregoing, if the Contractor (1) advises the Customer that such parameterisation and/or customisation will inhibit the Customer’s ability to receive future releases and (2) the Customer approves such parameterisation and customisation in writing, then the Contractor will have no such obligation regarding future releases;
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APPENDIX A SOFTWARE AND COMPUTING RESOURCES LIST
1. General
1.1 This Schedule details the various elements of the Solution and categorises them into Contractor Proprietary Software, Specially Written Software, Third Party Software and Computing Resources.
1.2 Specially Written Software is assigned to the Customer in accordance with Article 8 (Intellectual Property Rights).
1.3 The Contractor Proprietary Software and any Third Party Software is licensed in accordance with the provisions of Schedule 3 (License Terms) of this Contract.
1.4 The parties agree that they will update this schedule periodically to record any Software or Computing Resources subsequently acquired from third parties or developed for the delivery of the Services.
1.5 The Contractor acknowledges that the obligation of the Contractor to provide the Solution shall not be limited by the list of the Software and Computing Resources included in this Appendix. The Contractor shall provide, at its sole cost, such further equipment and software as the Contractor may consider are required to provide the Solution in line with the requirements detailed in this Schedule, in accordance with and subject to the terms and conditions of this Contract.
2. Contractor Proprietary Software
The Contractor Proprietary Software shall consist of the following:
Contractor Proprietary Software Purpose
3. Specially Written Software
The Specially Written Software shall consist of any programs, codes and software written by or on behalf of the Contractor for use by the Contractor specifically in the provision of the Services (including any modifications or enhancements made to such software during the Term) and including (but not limited to) the following items:
Software Supplier (if Affiliate or Subcontractor of the Contractor)
Purpose Source Code to be provided
Yes / No
Yes / No
Yes / No
4. Third Party Software
The Third Party Software shall consist of the following items:
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Third Party Software Supplier Purpose Number of Licences
Restrictions Number of Copies
<to include any developer language software as well>
5. Computing Resources
Equipment Supplier (if Affiliate or Subcontractor of the
Contractor)
Purpose
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APPENDIX B BUSINESS AND FUNCTIONAL REQUIREMENTS
[To include the business requirements as published in the ITT, Section 4.2.1 and response of the Tenderer as applicable]
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APPENDIX C TECHNICAL REQUIREMENTS
[To include the requirements for each component to be provided by the Contractor]
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APPENDIX D ARCHITECTURE REQUIREMENTS
[To include the architecture requirements document as filled in by the successful Tenderer – Annex G]
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SCHEDULE 2 IMPLEMENTATION PLAN
1. Implementation Plan
1.1 The Implementation Plan clearly outlines:
(a) the detailed plan, as set out in the Gantt Chart in Appendix A, all the steps required to implement the Milestones to be achieved, together with a high level plan for the rest of the programme, in conformity with the Customer’s requirements and the Standards; and
(b) the required roles and responsibilities of all parties concerned, as set out in Appendix B.
1.2 The Implementation Plan clearly identifies all of the Milestones which are linked to the Payment Milestones referred to in Schedule 7 (Charges and Invoicing).
1.3 The Implementation Plan shall be maintained and updated on a weekly basis by the Contractor as may be necessary to reflect the then current state of the implementation of the Solution. Save for any amendments which are of a type identified and notified by the Customer (at the Customer’s discretion) to the Contractor in writing as not requiring approval, any material amendments to the Implementation Plan shall be subject to the Change Control Procedure provided that in no circumstances shall the Contractor alter or attempt to alter any Milestone Date except where delays are due on the part of the Customer. Until such time as the updated Implementation Plan is approved by the Customer, the Implementation Plan then existing (i.e. the one prior to the update) shall apply.
1.4 In addition to maintaining and updating the Implementation Plan in accordance with this schedule, the Contractor shall submit an updated Implementation Plan within ten (10) Working Days of receiving notification from the Customer, (or such longer period as the parties may agree), of being advised by the Customer of an event reasonably identified by the Customer as requiring a revised Implementation Plan.
1.5 Any such revised Implementation Plan shall be submitted by the Contractor for the Customer’s approval.
1.6 The parties shall consider and review the Implementation Plan and progress towards its successful implementation at the Project Board meetings held in accordance with Schedule 11 (Governance). In preparation for such meeting the then current Implementation Plan shall be provided by the Contractor to the Customer not less than five (5) Working Days in advance of each meeting of the Project Board.
2. Milestones
2.1 The Contractor shall perform its obligations so as to achieve each Milestone by the relevant date.
2.2 Changes to the Milestones set out in the Implementation Plan shall only be made in accordance with the Change Control Procedure and provided that the Contractor shall not attempt to postpone any of the Milestones using the Change Control Procedure or otherwise (except where delays are due on the part of the Customer ).
3. Project Management
3.1 The Contractor will execute and manage all project activities on an ongoing basis in accordance with the Best Industry Practice and with Contractor’s standard project management process and methodology. The requested project management activities shall include (but are not limited to):
[to include activities listed in Volume 3 Section 1 - 4.3.1 (Responsible Body) and Volume 3 Section 1 - 7 (Reports) of the ITT]
3.2 The Contractor will provide a detailed Implementation Plan, defined in this Schedule. Resource provision by the Contractor and resource provision by the Customer should be clearly indicated in this Schedule.
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3.3 The Contractor shall provide the following ancillary services that are necessary during the implementation of the Solution:
[to include list of services listed in Volume 3 Section 1 - Section 4.3.1 (Responsible Body) of the ITT]
3.4 The Contractor will provide status on matters such as schedule, resources allocation, progress and manage project definition, project packaging and project execution.
4. Training
The Contractor shall provide the Training as detailed in Appendix C of this Schedule.
5. Operations Manual
5.1 Within one (1) month from the Go Live Date, the Contractor shall prepare and submit a draft Operations Manual for discussion and approval in accordance with Schedule 11 (Governance). The Operations Manual will be developed during the respective Implementation Period and will include all information necessary to document the procedures to be used in carrying out the Post-Implementation Services. The parties will consult with each other on a reasonable basis and in good faith, to agree on the Operations Manual. Comments on the Operations Manual shall be made in writing by the Parties and issued by them within agreed time limits. These comments shall be discussed by the parties, and the Operations Manual will then be amended by the Contractor to incorporate all such agreed comments.
5.2 Once agreed, the Operations Manual shall form the basis for the method of provision of the Services by the Contractor.
5.3 Nothing in the Operations Manual shall affect the Contractor’s obligation to provide the Services in accordance with the Service Levels.
5.4 The Customer shall own all copies of the Operations Manual.
5.5 Throughout the Term, the Contractor shall keep the Operations Manual up to date to reflect any changes to the Services or to the relevant procedures which are implemented in accordance with this Contract.
5.6 The Contractor shall be responsible for the production of the Operations Manual in support of the Services to be provided. This shall include full documentation for the Services, the Solution, including the Hardware and the Software, and procedures followed in provision of the Services, standards and all forms used in the provision of the Service.
5.7 The Contractor shall ensure that the Operations Manual, and any processes or procedures captured therein are agreed with the Customer and, where appropriate, with any relevant Third Parties, before a document is published, or a process or procedure is implemented.
5.8 The Contractor shall make available the Operations Manual in a suitable format, which shall ensure that it is readily available to the Customer’s nominated representatives and, if requested by the Customer, to relevant Third Parties.
5.9 The Contractor shall ensure that the Operations Manual is sufficiently comprehensive to enable a Third Party provider, including a Replacement Contractor, to take on the provision of the Services without major impact on the Customer’s business.
5.10 The Contractor shall ensure that the introduction of any new or updated processes, procedures and the Operations Manual, which relate to the provision of Services and are referenced in this Schedule, is managed in accordance with Schedule 12 (Change Control Procedure).
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APPENDIX A GANTT CHART
[To include the Gantt Chart together with milestones and dates from tender]
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APPENDIX B ROLES AND RESPONSIBILITIES
[To include Table with roles and responsibilities of Contractor and Customer]
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APPENDIX C TRAINING PLAN
[To include a training plan including the number of personnel to be trained and the contents to be covered, together with the approach to be taken in implementing the training plan]
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SCHEDULE 3 LICENSE TERMS
1. Definitions
In this Schedule, unless the context otherwise requires the following expressions shall have the meanings set out below
Licensed Materials means the Contractor Proprietary Software and/or the Third Party software including any updates or upgrades thereto.
Licensee means the Customer or a Replacement Contractor;
Licensor means the Contractor or the owner of the Licensed Materials as applicable.
Use means the right to load, execute, store, transmit, display and copy (for the purpose of loading, execution, storage, transmission or display) the Licensed Material
2. Scope of the Licence Terms
This part of the Schedule sets out the Licence Terms granted by the Licensor to the Customer in respect of Contractor Proprietary Software and Third Party software.
3. Licence Terms
3.1 Each licence granted under the Licence Terms pursuant to this Contract shall be perpetual, royalty free and non-exclusive and shall allow the Customer to Use the Licensed Material. As a result of the perpetual right to use the licence, the Government of Malta shall be entitled to continue operating the Licensed Material beyond the expiry or termination of the Contract, without incurring additional costs.
3.2 The Customer may sub-license the rights granted to it pursuant to paragraph 2.1 to any other Third Party (including for the avoidance of doubt any Replacement Contractor) provided that:
(a) the sub-licence only authorises such Third Party to Use the Licensor's Software for the benefit of the Customer; and
(b) the Third Party has entered into a confidentiality undertaking with the Customer.
3.3 The Licensee may copy the Licensed Material in order to create an archival copy and a back-up copy of it.
3.4 The license shall be issued in the name of the Government of Malta with the unlimited right of the Customer to deploy a license within a Government of Malta Body. The Customer may assign, novate, or otherwise dispose of its rights and obligations under the Licence Terms to any Government of Malta Body or other entity which substantially performs any of the functions that previously had been performed by the Customer.
3.5 Any change in the legal status of the Customer which means that it ceases to be a Government of Malta Body shall not affect the validity of any licence granted under the Licence Terms. If the Customer ceases to be a Government of Malta Body, the Licence Terms shall be binding on any successor to the Customer.
3.6 If a licence under the Licence Terms is novated pursuant to paragraph 3.4 above or there is a change of the Customer’s status pursuant to paragraph 3.5 above, (in the remainder of this paragraph both such bodies are referred to as the "Transferee"),
(a) the Transferee may only assign, novate or otherwise dispose of its rights and obligations under the Licence Terms with the prior written consent (not to be unreasonably withheld or delayed) of the Licensor; and
(b) the rights acquired by the Transferee relating to the Use of the Licensed Materials shall not extend beyond those previously enjoyed by the Customer.
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4. Termination
4.1 A licence granted under the Licence Terms shall survive the termination or expiry of the Contract.
4.2 At any time during the Term or following termination or expiry of the Contract, the Licensor may terminate a licence granted under the Licence Terms with thirty (30) days notice in writing (or such other period as agreed by the parties) if:
(a) the Licensee uses the Licensed Materials for any purpose not expressly permitted by the Licence Terms or the Contract; or
(b) the Licensee commits any material breach of the Licence Terms which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Licensor giving the Licensee written notice specifying the breach and requiring its remedy.
4.3 When a licence under the Licence Terms ends for whatever reason, the Licensee shall:
(a) immediately cease all use of the Licensed Materials; and
(b) at the discretion of the Licensor, return or destroy the Licensed Materials, provided that if the Licensor has not made an election within six (6) months of the termination of the licence, the Licensee may destroy the Licensed Materials.
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SCHEDULE 4 POST-IMPLEMENTATION SERVICES
Part A Maintenance and Support Services including Service Level Agreements
[To include the Maintenance and Support Services including Service Level Agreements as published in the ITT, Annex J]
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Part B Operational Services
[To include document describing the responsibilities in a PRE setup, as attached to the ITT]
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Part C Additional Services
[To include enhancements and ad hoc maintenance and support (1500) hours as part of contract value and state that Training, Reporting and Assistance will be charged outside the 1500 hours which are specifically reserved for enhancements and ad hoc maintenance and support.]
1. Services:
The Contractor shall be responsible to provide for Additional Services if requested by the Customer including but not limited to:
1.1 Enhancements and other ad hoc Maintenance and Support
[To include description of the Service including 1500 hours as part of the contract value for enhancements required on the Solution due to changes in EU legislation and upgrades to EUCARIS Application and ad hoc maintenance and support, including but not limited to, revision of the BCDR Plan and Termination Services during the Termination Assistance Period.]
1.2 Additional Training and Knowledge Transfer
[To include description of the Service referring to the Contractor’s responsibility to
(i) provide training sessions where new functionalities to the Solutions are introduced;
(ii) provide such knowledge transfer that will enable the Customer personnel to take up and carry out the normal, ongoing operation of the Services provided under this Contract, including permitting Customer Personnel to observe the operation and delivery of such Services through work shadowing.]
1.3 Performance and Operational Reporting
[To include description of the Service referring to statistical reports required pursuant to Council Decision 2008/616/JHA and other reports.]
1.4 Assistance to Customer and Entities
[To include description of the Service referring to the Contractor’s responsibility to
(i) provide assistance to the Customer in the interfacing of the Solution with Third Party Software;
(ii) provide assistance to the Customer as the need may arise in connection with the Solution and EUCARIS Application;
(iii) provide assistance to the Customer for analysis and the estimation of data manipulation efforts (e.g. addition of new aspects of the data to the database) as may be required and specified by the Customer;
(iv) provide any other assistance that may be required of the Contractor by the Customer and that may be performed in or outside Malta;
(v) provide assistance to entities (not listed in this contract) to connect software applications to the EUCARIS Application.]
1.5 Assistance to Third Party Suppliers
[To include description of the Service referring to the Contractor’s responsibility to collaborate with other potential suppliers that may implement subsequent EU instruments.]
2. General Provisions:
2.1 The Parties agree that, during the Term, the Customer may request Additional Services based on the Charges set out in Schedule 7 (Charges and Invoicing) as hourly rates for each Additional Service and in accordance with Schedule 12 (Change Control procedure).
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2.2 Unless otherwise agreed, the provisions of this Contract shall automatically be extended to apply to any changes and additions to the Service to be carried out by the Contractor.
2.3 Notwithstanding anything contained in this Contract, the Contractor acknowledges that the Customer shall not be prohibited from requesting or commissioning other contractors to provide similar Services. This Contract is not to be interpreted as exclusive to the Contractor, nor is it binding on the Customer to procure the Services solely under this Contract.
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SCHEDULE 5 SECURITY REQUIREMENTS
1. Definitions
In this Schedule, unless the context otherwise requires the following expressions shall have the meanings set out below
Breach of Security includes the occurrence of unauthorised access to or use of the Customer Premises and/or the Location, the Services, the Contractor System or any ICT or data (including the Customer’s Data) used by the Customer or the Contractor in connection with this Contract;
Security Plan means the Contractor's security plan prepared pursuant to paragraph 5 of this schedule;
Security Tests shall have the meaning set out in paragraph 6.1 of this schedule;
2. Introduction
2.1 This schedule covers:
(a) principles of security for the Contractor System, derived from the Security Policy, including without limitation principles of physical and information security;
(b) wider aspects of security relating to the Services;
(c) the creation of the Security Plan;
(d) audit and testing of the Security Plan; and
(e) Breaches of Security.
3. Principles of Security
3.1 The Contractor acknowledges that the Customer places great emphasis on confidentiality, integrity and availability of information and consequently on the security of the Location and the security for the Contractor System. The Contractor also acknowledges the confidentiality of Customer Data.
3.2 The Contractor shall be responsible for the security of the Contractor System and shall at all times provide a level of security which:
(a) is in accordance with Best Industry Practice and Law;
(b) complies with the Security Policy; and
(c) meets any specific security threats to the Contractor System.
3.3 Without limiting paragraph 3.2 above, the Contractor shall at all times ensure that the level of security employed in the provision of the Services is appropriate to maintain the following at acceptable risk levels (to the satisfaction of the Customer):
(a) loss of integrity of Customer Data;
(b) loss of confidentiality of Customer Data;
(c) unauthorised access to, use of, or interference with Customer Data by any person or organisation;
(d) unauthorised access to network elements, buildings and tools used by the Contractor in the provision of the Services;
(e) use of the Contractor System or Services by any third party in order to gain unauthorised access to any
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computer resource or Customer Data; and
(f) loss of availability of Customer Data due to any failure or compromise of the Services.
4. Security Requirements
General
4.1 The Contractor shall set up protective mechanisms to ensure that the Solution, including any patches, updates or upgrades provided through any electronic media by the Contractor do not include harmful electronic data (including malicious code) which causes, or is likely to cause detriment, or failure, or loss of performance, or loss of service or harm in any degree, to any computer systems or network systems owned by the Customer or other users.
4.2 The Contractor shall not carry out, and shall procure that its subcontractors shall not carry out, any act or make any omission which has or could reasonably be expected to have an adverse impact on the security of the Solution provided to the Customer, the Customer’s business, activities, customers, or systems.
4.3 At the Customer’s request, the Contractor will co-operate with any investigation relating to security which is carried out by or on behalf of the Customer, including by providing any information or material in its possession or control and implementing new security measures.
4.4 The Contractor shall protect the integrity of the Solution and any data and/or information processed by the Solution during the provision of the Service. The Contractor shall be responsible to log any security incidents reported by the Customer and to review the corrective action to ensure that the Solution and any data and/or information processed by the Solution has not been compromised.
Physical and environmental security
4.5 The Contractor shall identify and address in the Security Plan any risks to Customer Data arising from Third Party access whether to any physical location, such as to offices or computer rooms at the Location, as well as to logical access to the Customer Systems used for the provision of the Services.
4.6 The Contractor shall ensure that any critical Customer Data related to the provision of the Services shall be housed in secure areas and physically protected from unauthorized access and damage.
4.7 The Contractor shall ensure that software utilized in the provision of the Services and the information assets such as databases and data files, system documentation and user manuals shall be compiled in an inventory and accounted for and have a nominated owner.
4.8 When applicable, the Contractor shall ensure the secure disposal or re-use of the Software and Computing Resources. Any storage medium shall be checked by the Contractor to ascertain that any Customer Data has been completely removed or overwritten prior to disposal.
4.9 The Contractor shall enforce a clear desk policy in relation to the Contractor Personnel for papers and removable storage media in order to reduce the risks of unauthorized access, loss or damage to Customer Data, during and outside Working Hours, including by storing paper and computer media in suitable locked cabinets or other forms of security furniture when not in use.
4.10 The Contractor shall operate a password policy in relation to personal computers utilized by Contractor Personnel such that all personal computers shall be adequately password protected to prevent unauthorized access.
Contractor Personnel security
4.11 The Contractor shall provide training on a continuing basis for all Contractor Personnel employed or engaged in the provision of the Services in compliance with the Security Policy and Security Plan.
4.12 The Contractor shall be responsible to include appropriate controls, agreed to with the Subcontractors, and included in the back to back contracts related to the access and management by the Subcontractors of any Customer Data. Notwithstanding any other provision, the Contractor shall remain responsible, in relation to Customer, for any such default by any Subcontractor.
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Security Screening
4.13 The Contractor Personnel (including personnel of any Subcontractors) involved in anyway whatsoever in the provision of the Services may be subjected to security screening procedures at any time during the Term. The Customer shall inform the Contractor that such security screening procedures are necessary in relation to the Contractor Personnel (including personnel of any Subcontractors). It will be the responsibility of the Contractor to carry out the security screening procedures in accordance with local legislation. The Contractor shall also ensure the security clearance of Contractor Personnel for the Term of the Contract and shall make all necessary arrangements for any renewals required in case of impending expiry of the security clearance certificate awarded to Contractor Personnel.
4.14 Failure by the Contractor Personnel to be security cleared as may be requested pursuant to the preceding Article will constitute ground for the Customer to reject the involvement of the personnel in the provision of the Services.
Software Development
4.15 The Contractor shall ensure that appropriate security controls are implemented as an integral part of the Solution to safeguard the confidentiality and integrity of the data processed or stored by the Solution.
4.16 The Contractor shall, on the commencement of the Post-Implementation Services, provide the Customer with the necessary details of the automated tool to be used by the Contractor to assess the Solution against security threats. The Customer shall approve or otherwise make recommendations on the use of the automated tool for the purpose of this Contract.
4.17 The Contractor shall scan the Solution with the automated tool as approved by the Customer prior to the deployment of the Solution or any updates thereto.
5. Security Plan
Introduction
5.1 The Contractor shall develop, implement and maintain a Security Plan to apply during the Term, and after the end of the Term, as applicable, in accordance with Schedule 15 (Exit Management), which will be approved by the Customer, tested, periodically updated and audited in accordance with this schedule.
Content
5.2 The Security Plan will set out the security measures to be implemented and maintained by the Contractor in relation to all aspects of the Services and all processes associated with the delivery of the Services and shall at all times comply with and specify security measures and procedures which are sufficient to ensure that the Services comply with:
(a) the provisions of this schedule;
(b) any data protection compliance guidance produced by the Customer;
(c) the minimum set of security measures and standards required where the Solution will be handling sensitive information; and
(d) any other information security requirements and guidance, as provided by the Customer.
5.3 The references to standards, guidance and policies set out in paragraph 5.4 shall be deemed to be references to such items as developed and updated and to any successor to or replacement for such standards, guidance and policies, from time to time.
5.4 In the event of any inconsistency in the provisions of the above standards, guidance and policies, the Contractor should notify the Customer’s Representative of such inconsistency immediately upon becoming aware of the same, and the Customer’s Representative shall, as soon as practicable, advise the Contractor which provision the Contractor shall be required to comply with.
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5.5 The Security Plan shall be written in plain English in language which is readily comprehensible to the staff of the Contractor and the Customer engaged in the Services and shall not reference any other documents which are not either in the possession of the Customer or otherwise specified in this schedule.
Amendment and Revision
5.6 The Security Plan will be fully reviewed and updated by the Contractor annually, or from time to time to reflect:
(a) emerging changes in Best Industry Practice;
(b) any change or proposed change to the Contractor System, the Services and/or associated processes;
(c) any new perceived or changed threats to the Contractor System; and
(d) any reasonable request by the Customer.
5.7 The Contractor will provide the Customer with the results of such reviews as soon as reasonably practicable after their completion and amend the Security Plan at no additional cost to the Customer.
5.8 Any change or amendment which the Contractor proposes to make to the Security Plan (as a result of a Customer request, or change to Schedule 4 (Post-Implementation Services), or otherwise, shall be subject to the Change Control Procedure and shall not be implemented until approved in writing by the Customer.
6. Audit and Testing
6.1 The Contractor shall conduct tests of the processes and counter-measures contained in the Security Plan ("Security Tests") upon implementation of Software or Computing Resources Updates or Upgrades or as otherwise agreed by the parties. In the event that no Software or Computing Resources Updates or Upgrades are implemented, Security Tests shall be performed once a year. The date, timing, content and conduct of such Security Tests shall be agreed in advance with the Customer.
6.2 The Customer shall be entitled to send a representative to witness the conduct of the Security Tests. The Contractor shall provide the Customer with the results of such tests (in a form approved by the Customer in advance) as soon as practicable after completion of each Security Test.
6.3 Without prejudice to any other right of audit or access granted to the Customer pursuant to this Contract, the Customer shall be entitled at any time and without giving notice to the Contractor to carry out such tests as it may deem necessary in relation to the Security Plan and the Contractor's compliance with and implementation of the Security Plan. The Customer may notify the Contractor of the results of such tests after completion of each such test. Security Tests shall be designed and implemented so as to minimise the impact on the Services. If such tests impact adversely on its ability to deliver the Services to the agreed Service Levels, the Contractor shall be granted relief against any resultant under-performance for the period of the tests.
6.4 Where any Security Test carried out pursuant to paragraphs 6.2 or 6.3 above reveals any actual or potential security failure or weaknesses, the Contractor shall promptly notify the Customer of any changes to the Security Plan (and the implementation thereof) which the Contractor proposes to make in order to correct such failure or weakness. Subject to the Customer’s approval in accordance with paragraph 5.10, the Contractor shall implement such changes to the Security Plan in accordance with the timetable agreed with the Customer or, otherwise, as soon as reasonably possible. For the avoidance of doubt, where the change to the Security Plan is required in order to address a non-compliance with the Security Policy or security requirements, the change to the Security Plan shall be at no additional cost to the Customer. For the purposes of this paragraph 6, a weakness means vulnerability in security and a potential security failure means a possible breach of the Security Plan or security requirements.
7. Breach of Security
7.1 Either party shall notify the other immediately upon becoming aware of any Breach of Security including, but not limited to an actual, potential or attempted breach, or threat to, the Security Plan.
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7.2 Upon becoming aware of any of the circumstances referred to in paragraph 7.1, the Contractor shall immediately:
(a) take all reasonable steps necessary to remedy such breach or protect the Contractor System against any such potential or attempted breach or threat; and prevent an equivalent breach in the future.
Such steps shall include any action or changes reasonably required by the Customer. In the event that such action is taken in response to a breach that is determined by the Customer acting reasonably not to be covered by the obligations of the Contractor under this Contract, then the Contractor shall be entitled to refer the matter to the Change Control Procedure.
(b) as soon as reasonably practicable provide to the Customer full details (using such reporting mechanism as may be specified by the Customer from time to time) of such actual, potential or attempted breach and of the steps taken in respect thereof.
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APPENDIX A SECURITY CONTROLS
The Contractor shall be responsible to:
a) Adhere to and maintain up-to-date the Information Security Policy attached as Appendix C (Contractor Policies) to this Schedule, stating management commitment and setting out the approach of the organisation to manage information security.
b) Safeguard the confidentiality of data in accordance with Article 19 (Confidentiality of Data) and ensure that the integrity and availability of the data accessible to the Contractor by virtue of the Contract is not compromised.
c) Provide training to Contractor Personnel, including training on security awareness and provide them with access to documented operating procedures detailing the process carried out by the Contractor pursuant to the Contract.
d) Ensure availability of Contractor Personnel that meet the security requirements for the provision of the service under the Contract at all times, including stand-by.
e) Set-up and maintain information handling procedures to ensure that the method chosen to exchange communications is commensurate with the sensitivity of the information exchanged. For such purpose the Contractor shall have mechanisms in place to send and/or receive encrypted emails, to manage portable devices securely and to deliver sealed envelopes by hand rather than by post, amongst others.
f) Have a teleworking policy in place that covers all security requirements in cases where Contractor Personnel work outside Contractor premises.
g) Set-up and maintain procedures to monitor, report and manage security incidents. h) Ensure that Customer Data shall not be stored outside the Private Runtime Environment (PRE) without the
Customer’s prior approval. Where the Customer provides approval, any transition of Customer Data outside the PRE environment shall be encrypted.
i) Ensure that Contractor Equipment shall be patched regularly and installed with the latest updated version of end-point security software. The Contractor shall also implement lockout mechanisms on Contractor Equipment and regulate the use of Contractor Equipment (including laptops) outside contractor premises.
j) Ensure that access rights on the Contractor Equipment and the Contractor System are granted according to the ‘least-privilege-required’ principle. For such purpose, the Contractor shall enable audit logs to monitor and review access rights regularly. The Contractor shall also undertake to immediately delete user-accounts of Contractor Personnel that cease to provide a service on the Contract.
k) Ensure a clear-screen and clean-desk policy is implemented to protect Customer Data.l) Ensure that Physical controls are in place to prevent unauthorised access to Contractor premises.m) Monitor backups, capacity and performance regularly. n) Implement redundancy mechanisms on servers as requested by the Customer for Business Continuity
purposes and perform regular checks to ensure. o) Implement a media disposal procedure including mechanisms for Customer Data to be removed or
securely overwritten to reduce the possibility of recover. The mechanisms used to delete Customer Data shall be commensurate to the sensitivity of the data concerned.
p) Synchronise clocks with an accurate time-source. q) Comply with the Server Hardening Policy attached as Appendix C (Contractor Policies) to ensure that
servers are configured according to industry and security baselines, have installed the latest version update of the end-point-security software and to regulate network traffic to and from servers according to the ‘least-privilege’ principle.
r) Ensure traceability by enabling operating system security audit logs on servers. s) Ensure that access rights on the Solution (software application and database) are granted according to the
‘least-privilege-required’ principle and as authorised by the Customer. For such purpose, the Contractor shall set-up and maintain a formal process for granting, changing or revoking access rights.
t) Ensure that audit logs are enabled on the Solution (software application) and that access to modify audit logs is restricted.
u) Ensure that the Solution (software application and database) abides by the GMICT Password Policy attached as Appendix B (Security Policy).
v) Ensure that appropriate controls are designed as part of the application, including user developed applications to ensure correct processing. The controls shall include validation of input data, internal processing and output data and shall also take into security vulnerabilities.
w) Provide accurate information in a timely manner in the case of an investigation or security breach. x) Maintain audit logs for a period, as agreed with the Customer, to assist in future investigations. As a
minimum, audit logs shall be kept for the Term of the Contract and the Contractor shall not delete/modify any of the audit logs prior to relinquishing the environment upon Contract expiry or termination.
y) Ensure that access to the application source code is restricted. z) Implement database hardening mechanisms to safeguard sensitive fields/records within the database. aa) Enable database audit logs on the database, in particular, to meet the data protection requirements in
Article 18 (Protection of Personal Data). bb) Implement measures to safeguard against the sharing of passwords between Contractor Personnel and
implement controls to safeguard the confidentiality of passwords stored in a password management
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system. The Contractor shall not use generic accounts – named accounts shall be used. cc) Use test data for testing purposes. Where test data cannot be used, the Contractor shall with the prior
approval of the Customer use live data that is sanitised or, only where strictly necessary, use live data on a test environment that shall have the same level of security controls as in the operational environment. The Contractor shall delete any live data once testing is completed and shall inform the Customer in writing of such deletion for audit trail purposes.
dd) Maintain development, operational and test environments separate to reduce risks of unauthorised access or changes.
ee) Return upon expiry or termination of the Contract any credentials, keys, tokens and other similar devices required/used for the provision of the service pursuant to the Contract.
ff) Procure from its sub-contractors involved in the provision of the service under the Contract an undertaking to be bound by the same terms and conditions of the Contract, including but not limited to the security requirements.
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APPENDIX B SECURITY POLICY
MITA Information Security Policy (https://www.mita.gov.mt/MediaCenter/PDFs/1_IMS-POL-InfoSec-v4.0.pdf)
Password Policy (https://collaboration.mita.gov.mt/ictpolicies/GMICTPolicies/Security/CIMU_P_0015_Password.pdf/view)
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APPENDIX C CONTRACTOR’S POLICIES
[to insert Contractor’s information security policies, server hardening policy, tele-working procedure and media disposal policy]
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SCHEDULE 6 BUSINESS CONTINUITY AND DISASTER RECOVERY
In this Schedule, unless the context otherwise requires the following expressions shall have the meanings set out below:
Disaster means the occurrence or the likely occurrence of one or more events which, either separately or cumulatively, mean that the Solution and/or the Services, or a material part of the Services, are or will be unavailable resulting in material disruption to business continuity of the Customer, including without limitation a disaster or Force Majeure;
Disaster Recovery Services
means the services necessary as part of the process to restore the Solution and the Service pursuant to this schedule following the occurrence of a Disaster;
Disaster Recovery System
means the system identified by the Contractor which shall be used for the purpose of delivering the Disaster Recovery Services;
Project means the project described in the introduction to this Contract, for the provision of a Solution for the implementation of EUCARIS in Malta;
Related Service Provider means any person who provides services to the Customer in relation to the Project from time to time.
1. Purpose of this Schedule
1.1 This schedule sets out the Customer’s requirements for ensuring continuity of the business processes and operations supported by the Services in circumstances of disruption or failure in the Solution and/or Services and for restoring the Solution and/or the Services through business continuity and any necessary disaster recovery procedures. It also includes the requirement on the Contractor to develop, review, test, change, and to maintain a Business Continuity Plan and a Disaster Recovery Plan (“BCDR Plan”) in respect of the Solution and Services.
1.2 The BCDR Plan shall, unless otherwise required by the Customer in writing, be based upon and be consistent with the provisions of this Schedule.
1.3 The Contractor shall ensure that its Subcontractors’ disaster recovery and business continuity plans are integrated with the BCDR Plan.
2. General Principles and Requirements
2.1 The IT Disaster Recovery Plan must address the following three areas:
(a) Prevention (pre-disaster): The pre-planning should minimise the overall impact of a disaster. This pre-planning should also maximise the ability of the Customer to recover from a disaster.
(b) Continuity (during a disaster): The process of maintaining core, mission-critical systems and resources "skeletons" (the bare minimum assets required to keep the Customer in operational status). Business Continuity measures ensure operations of the Solution by preserving critical systems and resources.
(c) Recovery (post-disaster): The activities required for the restoration of all systems and resources to full, normal operational status.
2.2 The BCDR Plan must address the following:
(a) set out how the business continuity and disaster recovery elements of the Plan link to each other;
(b) provide details of how the invocation of any element of the BCDR Plan may impact upon the operation of the Services and any services provided to the Customer by a Related Service Provider;
(c) contain an obligation upon the Contractor to liaise with the Customer and (at the Customer’s Page 90
request) any Related Service Provider with respect to issues concerning business continuity and disaster recovery where applicable;
(d) detail how the BCDR Plan links and interoperates with any overarching and/or connected disaster recovery or business continuity plan of the Customer and any of its other Related Service Providers as notified to the Contractor by the Customer from time to time;
(e) contain a communication strategy including details of an incident and problem management service;
(f) contain a risk analysis, including:
(i) failure or disruption scenarios and assessments and estimates of frequency of occurrence;
(ii) identification of any single points of failure within the Solution and/or the Services and processes for managing the risks arising therefrom;
(iii) identification of risks arising from the interaction of the Solution and/or the Services with the systems and/or services respectively provided by a Related Service Provider; and
(iv) a business impact analysis (detailing the impact on business processes and operations) of different anticipated failures or disruptions;
(g) provide for documentation of processes, including business processes, and procedures;
(h) set out key contact details (including roles and responsibilities) for the Contractor (and any Subcontractors) and for the Customer;
(i) identify the procedures for reverting to "normal service";
(j) set out method(s) of recovering or updating data collected (or which ought to have been collected) during a failure or disruption to ensure that there is minimal data loss and to preserve data integrity;
(k) identify the responsibilities (if any) that the Customer has agreed it will assume in the event of the invocation of the BCDR Plan; and
(l) provide for the provision of technical advice and assistance to key contacts at the Customer as notified by the Customer from time to time to inform decisions in support of the Customer’s business continuity plans.
2.5 The BCDR Plan shall be designed so as to ensure that:
(a) the Solution functions and the Services are provided in accordance with the Contract at all times during and after the invocation of the BCDR Plan;
(b) the adverse impact of any Disaster, service failure, or disruption on the operations of the Customer is minimal as far as reasonably possible;
(c) it complies with the relevant industry standards from time to time in force; and
(d) there is a process for the management of disaster recovery testing detailed in the BCDR Plan.
2.6 The BCDR Plan must be sufficiently flexible to support any changes to the Services or to the business processes facilitated by and the business operations supported by the Services.
2.7 The Contractor shall not be entitled to any relief from its obligations under the Service Levels or to any increase in the Charges to the extent that a Disaster occurs as a consequence of any breach of this Contract by the Contractor.
3. Business Continuity Element - Principles and Contents
3.1 The Business Continuity Plan shall set out the arrangements that are to be invoked to ensure continuity and that the business processes and operations facilitated by the Services remain supported, including but not limited to and unless the Customer expressly states otherwise in writing:
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(a) the alternative processes, (including business processes), options and responsibilities that may be adopted in the event of a failure in or disruption to the Solution and/or the Services; and
(b) the steps to be taken by the Contractor upon resumption of the Solution and/or the Services in order to address any prevailing effect of the failure or disruption including a root cause analysis of the failure or disruption.
3.2 The Business Continuity Plan shall address the various possible levels of failures of or disruptions to the Solution and/or the Services and the services to be provided and the steps to be taken to remedy to the different levels of failure and disruption. The Business Continuity Plan shall also clearly set out the conditions and/or circumstances under which the Disaster Recovery Plan is invoked.
4. Disaster Recovery Element - Principles and Contents
4.1 The Disaster Recovery Plan shall be designed so as to ensure that, upon the occurrence of a Disaster, the Contractor ensures continuity of the business operations of the Customer supported by the Services following any Disaster or during any period of service failure or disruption with, as far as reasonably possible, minimal adverse impact.
4.2 The Disaster Recovery Plan shall only be invoked upon the occurrence of a Disaster.
4.3 The Disaster Recovery Plan shall include the following:
(a) the technical design and build specification of the Disaster Recovery System;
(b) details of the procedures and processes to be put in place by the Contractor and any Subcontractor in relation to the Disaster Recovery System and the provision of the Disaster Recovery Services and any testing of the same including but not limited to the following:
(i) data centre and disaster recovery site audits;
(ii) backup methodology and details of the Contractor's approach to data back-up and data verification;
(iii) identification of all potential disaster scenarios;
(iv) risk analysis;
(v) documentation of processes and procedures;
(vi) hardware configuration details;
(vii) network planning including details of all relevant data networks and communication links;
(viii) recovery procedures;
(ix) steps to be taken upon resumption of the Solution and/or the Service to address any prevailing effect of the failure or disruption;
(c) any applicable service levels with respect to the provision of Disaster Recovery Services and details of any agreed relaxation upon the Service Levels during any period of invocation of the Disaster Recovery Plan;
(d) details of how the Contractor shall ensure compliance with security standards ensuring that compliance is maintained for any period during which the Disaster Recovery Plan is invoked;
(e) access controls (to any disaster recovery sites used by the Contractor or any Subcontractor in relation to its obligations pursuant to this schedule); and
(f) testing and management arrangements.
5. Review and Amendment of the BCDR Plan
5.1 The Contractor shall review part or all of the BCDR Plan (and the risk analysis on which it is based):
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(a) on a regular basis and as a minimum once every six (6) calendar months;
(b) within three (3) calendar months of the BCDR Plan (or any part) having been invoked pursuant to paragraph 5 of this schedule; and
(c) where the Customer requests any additional reviews (over and above those provided for in paragraphs (a) and (a) of this clause 5.1) by notifying the Contractor to such effect in writing, whereupon the Contractor shall conduct such reviews in accordance with the Customer’s written requirements. The costs of both parties for any such additional reviews (in terms of this paragraph 5.1) will be met by the Customer based on the hourly rate quoted in Schedule 7 (Charges and Invoicing) for enhancements and ad hoc maintenance and support.
5.2 Each review of the BCDR Plan, pursuant to paragraph 5.1, shall be a review of the procedures and methodologies set out in the BCDR Plan and shall assess their suitability having regard to any change to the Services or any underlying business processes and operations facilitated by or supported by the Services which have taken place since the last review of the BCDR Plan and shall also have regard to any occurrence of any event, since that date, which may increase the likelihood of the need to invoke the BCDR Plan. The review shall be completed by the Contractor within the period required by the BCDR Plan or if no such period is required within such period as the Customer shall reasonably require. The Contractor shall, within twenty (20) Working Days of the conclusion of each such review of the BCDR Plan, provide a report ("Review Report") to the Customer setting out:
(a) the findings of the review;
(b) any changes in the risk profile associated with the Services; and
(c) the Contractor's proposals ("Contractor's Proposals") for addressing any changes in the risk profile and its proposals for amendments to the BCDR Plan following the review, detailing the impact that the implementation of such proposals may have on any services or systems provided by a third party.
5.3 The Contractor shall, as soon as is reasonably practicable after receiving the Customer’s approval of the Contractor's Proposals, effect any change in its practices or procedures necessary so as to give effect to the Contractor's Proposals. Any such change shall be at the Contractor's expense unless it can be reasonably shown that the changes are required because of a material change to the project’s risk profile.
6. Testing of the BCDR Plan
6.1 The Contractor shall test the BCDR Plan on a regular basis and in any event not less than once in every Contract Year. Subject to paragraph 6.2 below, the Customer may require the Contractor to conduct additional tests of some or all aspects of the BCDR Plan at any time where the Customer considers it necessary, including where there has been any change to the Services or any underlying business processes, or on the occurrence of any event which may increase the likelihood of the need to implement the BCDR Plan.
6.2 If the Customer requires an additional test of the BCDR Plan it shall give the Contractor written notice and the Contractor shall conduct the test in accordance with the Customer’s requirements and the relevant provisions of the BCDR Plan. The Contractor's costs of the additional test shall be borne by the Customer unless the BCDR Plan fails the additional test in which case the Contractor's costs of that failed test shall be borne by the Contractor.
6.3 Following each test, the Contractor shall send to the Customer a written report summarising the results of the test and shall promptly implement any actions or remedial measures which the Customer considers to be necessary as a result of those tests.
6.4 The Contractor shall undertake and manage testing of the BCDR Plan in full consultation with the Customer and shall liaise with the Customer in respect of the planning, performance, and review, of each test, and shall comply with the reasonable requirements of the Customer in this regard. Each test shall be carried out under the supervision of the Customer or its nominee.
6.5 The Contractor shall ensure that any use by it or any Subcontractor of ‘live’ data in such testing is first approved with the Customer.
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6.6 The Contractor shall, within twenty (20) Working Days of the conclusion of each test, provide to the Customer a report setting out:
(a) the outcome of the test;
(b) any failures in the BCDR Plan (including the BCDR Plan's procedures) revealed by the test; and
(c) the Contractor's proposals for remedying any such failures.
6.7 Following each test, the Contractor shall take all measures requested by the Customer, (including requests for the re-testing of the BCDR Plan) to remedy any failures in the BCDR Plan and such remedial activity and re-testing shall be completed by the Contractor, at no additional cost to the Customer, by the date reasonably required by the Customer and set out in such notice.
6.8 For the avoidance of doubt, the carrying out of a test of the BCDR Plan shall not relieve the Contractor of any of its obligations under this schedule.
7. Invocation of the Business Continuity and Disaster Recovery Plan
7.1 In the event of a complete loss of service or in the event of a Disaster, the Contractor shall immediately invoke the BCDR Plan (and shall inform the Customer promptly of such invocation). In all other instances the Contractor shall only invoke or test the BCDR Plan with the prior consent of the Customer.
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SCHEDULE 7 CHARGES AND INVOICING
PART A - CHARGING
1. Purpose of this Part of the Schedule
1.1 The purpose of this part A of the schedule is to set out the provisions relating to:
(a) the Charges applicable to the Services;
(b) Penalties;
(c) Delay Payments; and
(d) Charges for Changes.
2. Charges
2.1 Price Schedule
2.1.1 Implementation Services
[to insert from Price Schedule from Response to ITT]
2.1.2 Post-Implementation Services
[to insert from Price Schedule from Response to ITT]
2.1.3 Additional Services
[to insert from Price Schedule hourly rates for Enhancements and ad hoc maintenance and Support; Additional Training and Knowledge Transfer; Performance and Operational Reporting; Assistance to Customer and Entities; Assistance to Third Party Suppliers]
2.2 Service Charges
The Customer will pay the Service Charges to the Contractor for all Services in each Service Period from the Maintenance Services Go Live Date to the end of Term. The Service Charges shall be made up as set out in Section 3 (Payment Plan) below less any Penalties payable in accordance with paragraph 4 below.
The Service Charges will be payable in arrears.
3. Payment Plan
The following are the Charges payable to the Contractor by the Customer for the provision of the Services. Delay Payments applied in accordance with paragraph 5 of this Schedule and Penalties payable in accordance with paragraph 4 of this Schedule shall be deducted from the Charges set forth in the table hereunder:
[To insert Payment Terms from the Tender Document – include Milestone including deliverables and Payment Percentages]
4. Penalties
Penalties will be calculated as set out in Schedule 4 (Post-Implementation Services).
The liability of the Contractor in respect of Penalties will be limited in accordance with Article 9 (Limitations on Liability and Indemnity) of the main contract.
If no further Charges fall due after Penalties accrue, the Contractor shall issue a credit note to the Customer for a sum equal to any such Penalties then outstanding which shall be repayable by the Contractor to the Customer as a debt.
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5. Delay Payments
If a Milestone has not been achieved by the relevant Milestone Date, the Contractor shall pay to the Customer the Delay Payments due in accordance with the following table for each day of delay from and including the relevant Milestone Date until and including the date on which the relevant Milestone criteria are actually achieved
Milestone
Deliverable Delay Payment
1.Project Initiation- Finalised Architecture
Blueprint- Quality Plan- Implementation Strategy and
Detailed Implementation Plan- Inception Report
Not Applicable
2.National Register Replica setup- Technical Requirements and
Design- Software development
(National Register Replica, XML process)
Not Applicable
3.Installation and Configuration- Technical Requirements and
Design- EUCARIS Components- Testing and production
environments
Not Applicable
4.Development (including System Testing)
- Technical Requirements and Design
- EUCARIS web services- Test plan- Test Cases- System Testing Report
Not Applicable
5.User Acceptance Testing (UAT) & Re-work
- UAT Test Report (including incidents)
- User Acceptance Report issued by Customer
€200 per day of delay
6.Training- Training Plan- Training Material- Training Delivery
€200 per day of delay
7.Evaluation Procedure & Resolution of issues
€200 per day of delay
8.Discussions and Assistance to authorised entities
Not Applicable
9.Implementation Not Applicable10.GO LIVE
- Full documentation €300 per day of delay
11. System Verification €300 per day of delay12. Maintenance & Support Penalties as per Post Implementation
Services Schedule
6. Charges for Changes
Enhancements and ad hoc Maintenance and Support
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Enhancements will be performed on the request of the Customer. The Contractor is expected to provide for any new developments required by the Customer to enhance the Solution due to changes in EU legislation and upgrades to EUCARIS Application. The Contractor shall also be responsible for ad hoc maintenance and support, including but not limited to, revision of the BCDR Plan and Termination Services during the Termination Assistance Period.
The Charges for Enhancements and ad hoc maintenance and support shall be as set out in Section 2.1.3 above based on 1500 hours of effort. The Customer shall avail of this amount of hours at its discretion throughout the Term.
Once an Enhancement or ad hoc maintenance and support is identified, the Contractor will issue a quotation to the Customer to indicate the work effort and duration for the Enhancement to be implemented or the ad hoc maintenance and support to be carried out. Prior to proceeding with the works, the Customer has to approve the quotation issued by the Contractor. In addition, the Contractor is required to maintain the same Charge for additional enhancements or ad hoc maintenance and support that may be requested by the Customer if the allocation of 1500 hours of enhancements is utilized before the expiry of the Contract. The same hourly rate offered in the quotation of 1500 hours for these additional works shall remain fixed for the Term.
Once implemented, Enhancements will be covered under the Post-Implementation Services detailed in this Contract. Provided that, Enhancements that do not require more than forty (40) hours will not increase the Charges for Post-Implementation Services set out in Section 2.1.2 (Post-Implementation Price Schedule) of this Schedule. Provided further that where an Enhancement incurs more than forty (40) hours work the Post Implementation Charge may increase subject to an agreement by the parties based on the percentage ratio as included in Section 2.1.2 of this Schedule in relation to the value of the Solution in Section 2.1.1 of this Schedule.
Documentation (online and hardcopy) should be kept updated with the new Enhancements incorporated in the Solution.
Other Additional Services
The Charges for Additional Training and Knowledge Transfer; Performance and Operational Reporting; Assistance to Customer and Entities; Assistance to Third Party Suppliers shall be as set out in Section 2.1.3 above based on the hourly rates quoted per each additional service.
Once the need for such Additional Services is identified by the Customer, the Contractor will issue a quotation to the Customer to indicate the work effort and duration for the services to be carried out. Prior to proceeding with the services, the Customer has to approve the quotation issued by the Contractor.
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PART B - INVOICING
1. Purpose of this Part of the Schedule
This part B of the schedule sets out the method by which the Contractor shall raise invoices to the Customer for payment, together with the requirements which apply to such invoices, and the payment terms thereof.
2. Contractor Invoices
The Contractor shall be entitled to raise an invoice in respect of any payment which falls payable to the Contractor pursuant to the Contract.
The Contractor shall invoice the Customer in respect of Services in accordance with the timescales specified for issue of invoices for the Charges.
The Contractor shall ensure that each invoice contains the following information:
(a) the date of the invoice;
(b) a unique invoice number;
(c) the Service Period or other period(s) to which the relevant Charge(s) relate;
(d) details of the correct Contract reference;
(e) the reference number of the purchase order to which it relates (if any);
(f) the dates between which the Services subject of each of the Charges detailed on the invoice were performed;
(g) any payments due in respect of achievement of a Milestone;
(h) the total Charges gross and net of any applicable deductions and, separately, the amount of any disbursements properly chargeable to the Customer under the terms of the Contract, and, separately, any VAT payable in respect of the same;
(i) details of any Delay Payments or Penalties or similar deductions that shall apply to the Charges detailed on the invoice;
(j) a contact name and telephone number of a responsible person in the Contractor's finance department in the event of administrative queries; and
(k) the banking details for payment to the Contractor via electronic transfer of funds (ie name and address of bank, sort code, account name and number).
Each invoice shall at all times be accompanied by sufficient information ("Supporting Documentation") to enable the Customer to reasonably assess whether the Charges detailed thereon are properly payable. Any such assessment by the Customer shall not be conclusive. The Contractor undertakes to provide to the Customer any other documentation reasonably required by the Customer from time to time to substantiate an invoice.
The Contractor shall submit all invoices and Supporting Documentation in such format as the Customer may specify from time to time to the Finance Department of the Customer with a copy (again including any Supporting Documentation) to such other person and at such place as the Customer may notify to the Contractor from time to time.
All Contractor invoices shall be expressed in Euro (€) or such other currency as shall be permitted by the Customer in writing.
The Customer shall only regard an invoice as valid if it complies with the provisions of this part B of this schedule. Where any invoice does not conform to the Customer’s requirements set out herein, the Customer will return the disputed invoice to the Contractor. The Contractor shall promptly issue a replacement invoice which shall comply with the same.
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3. Payment Terms
Subject to the provisions of paragraph 2 of this part B of this schedule, the Customer shall make payment to the Contractor within ninety (90) days of receipt of a valid invoice by the Customer at its nominated address for invoices.
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SCHEDULE 8 RECORDS PROVISION
1. Introduction
The objective of this schedule is to set out the requirements for:
(a) the retention of proper records of processes and decisions taken relating to the performance and management of the Contract; and
(b) the detail and nature of the reports that are to be made by the parties, including the timing and process for making such reports.
2. Reports
The Customer may require reports including, but not limited to:
(a) delay reports;
(b) Test reports;
(c) annual report on the Insurances;
(d) security reports; and
(e) Force Majeure Event reports.
3. Records
3.1 The Contractor shall retain and maintain all the records (including superseded records) referred to in the Appendix to this schedule:
(a) in accordance with Best Industry Practice;
(b) in chronological order;
(c) in a form that is capable of audit; and
(d) at its own expense.
3.2 The Contractor shall make these records available for inspection to the Customer on request, subject to the Customer giving reasonable notice.
3.3 Wherever practical, original records shall be retained and maintained in hard copy form. True copies of the original records may be kept by the Contractor where it is not practicable to retain original records.
3.4 The Contractor shall, during the Term and a period of at least two (2) years following the expiry of termination of this Contract, maintain or cause to be maintained complete and accurate documents and records in relation to the provision of the Services including but not limited to all records (whether in electronic format or otherwise) referred to in the Appendix to this schedule.
3.5 Financial records referred to in the Appendix shall be retained and maintained in safe storage by the Contractor for a period of at least five (5) years after the expiry or termination of this Contract, or ten (10) years from the creation of the relevant records, whichever is the later.
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APPENDIX
Records to be kept by the Contractor
In accordance with the provisions of paragraph 3.1 of this schedule, the Contractor shall maintain the following records:
1. The Contract, its schedules and all amendments to such documents.
2. All other documents which this Contract expressly requires to be prepared.
3. Records relating to the appointment and succession of the Contractor Representative and each member of the Key Personnel.
4. Notices, reports and other documentation submitted by an expert.
5. All operation and maintenance manuals prepared by the Contractor for the purpose of maintaining the provision of the Services and the underlying ICT Environment and Contractor Equipment.
6. Documents prepared by the Contractor or received by the Contractor from a third party relating to a Force Majeure Event.
7. All formal notices, emails, reports or submissions made by the Contractor to the Customer Representative in connection with the provision of Services.
8. All certificates, licences, registrations or warranties in each case obtained by the Contractor in relation to the provision of the Services.
9. Documents prepared by the Contractor in support of claims for the Charges.
10. Documents submitted by the Contractor pursuant to and in accordance with the Change Control Procedure.
11. Documents submitted by the Contractor pursuant to invocation by it, or by the Customer, of the Dispute Resolution Procedure.
12. Documents evidencing any change in ownership or any interest in any or all of the shares in the Contractor [and/or the Guarantor].
13. Invoices and records related to VAT sought to be recovered by the Contractor.
14. Financial records, including audited and un-audited accounts of the Contractor.
15. Records required to be retained by the Contractor by Law, including in relation to health and safety matters and health and safety files and all consents.
16. All documents relating to the insurances to be maintained under the Contract and any claims made in respect of them.
17. All other records, notices or certificates required to be produced and/or maintained by the Contractor pursuant to this Contract.
18. All journals and audit data referred to in Schedule 5 (Security Requirements).
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SCHEDULE 9 KEY PERSONNEL
Key Personnel
Contractor
Name Role Responsibilities/Authorities Phase of the project during which they will be a Key
Person
Contractor Representative
Contractor Project Manager
Contractor Contract Manager
Customer
Name Role Responsibilities/Authorities Phase of the project during which they will be a Key
Person
Customer Representative
Customer Project Manager
Customer Contract Manager
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SCHEDULE 10 NOTIFIED SUBCONTRACTORS
Subcontractors
The Contractor is entitled to Subcontract its obligations under this Contract to the following Subcontractors listed in the table below:
Subcontractor Name and Address (if not the same as the registered office)
Registered Office and Company Number
Related Product/Service Description
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SCHEDULE 11 GOVERNANCE
In this Schedule, unless the context otherwise requires the following expressions shall have the meanings set out below:
Board Member means the Customer and Contractor Board appointments set out in the Appendix to this schedule;
Project means the project described in the introduction to this Contract, for the provision of a Solution for the implementation of EUCARIS in Malta;
Project Board means the board described in paragraph 2.4 of this schedule;
Project Managers means the individuals appointed as such by the Customer and the Contractor in accordance with paragraph 2.3 of this schedule; and
1. Introduction
This schedule describes the procedures that will be used to manage the relationship between the Customer and the Contractor under the Contract.
2. Establishment of the Project Board
2.1 The Project Board shall be established in terms of this Contract such that both the Contractor and the Customer shall be represented on the Board.
2.2 The Contractor and the Customer shall each appoint a Project Manager.
2.3 The Project will be managed at the day to day level through the Contractor Project Manager and the Customer Project Manager, in accordance with the Implementation Plan, the Post-Implementation Services and the other terms of this Contract.
2.4 The Project Board will be responsible for:
(a) the executive management of the Project as set out in this Contract;
(b) the provision of senior level guidance, leadership and strategy for the Project;
(c) carrying out the specific obligations attributed to it in this Contract.
The role and function of the Project Board is more particularly set out in paragraph 4 below.
2.5 Both parties will ensure that appropriate resource is made available on a regular basis such that the aims, objectives and specific provisions of this Contract can be fully realised.
3. Board Structure & Representation
3.1 The Appendix to this schedule describes in relation to the Project Board:
the Customer members of the Board;
the Contractor members of the Board;
the frequency that the Board shall meet (unless otherwise agreed between the parties);
the location of the Board's meetings; and
the planned start date by which the Board shall be established.
3.2 In the event that either party wishes to replace any Board Member position, that party shall notify the other in writing of the proposed change for agreement by the other party (such agreement not to be unreasonably withheld or delayed). Notwithstanding the foregoing it is intended that each Customer Board Member has at all times a counterpart Contractor Board Member of equivalent seniority and expertise.
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3.3 Each party shall ensure that its Board Members shall make all reasonable efforts to attend Board meetings at which that Board Member's attendance is required. If any Board Member is not able to attend a Board meeting, that person shall use all reasonable endeavours to ensure that:
a delegate attends the relevant Board meeting in his/her place;
such delegate is, (insofar as reasonably possible), properly briefed and prepared; and
that Board Member is debriefed by such delegate after the Board Meeting.
3.4 A chairperson shall be appointed by the Customer for the Project Board as identified in the Appendix in this schedule. The chairperson shall be responsible for:
scheduling Board meetings;
setting the agenda for Board meetings and circulating to all attendees in advance of such meeting;
chairing the Board meetings;
monitoring the progress of any follow up tasks and activities agreed to be carried out following Board meetings;
ensuring that minutes for Board meetings are recorded and disseminated electronically to the appropriate persons and to all Board meeting participants within seven (7) Working Days after the Board meeting; and
facilitating the process or procedure by which any decision agreed at any Board meeting is given effect in the appropriate manner.
3.5 Board meetings shall be quorate as long as at least two (2) representatives from each party are present.
3.6 The parties shall ensure, as far as reasonably practicable, that all Boards shall as soon as reasonably practicable resolve the issues and achieve the objectives placed before them. Each party shall use endeavours to ensure that Board Members are empowered to make relevant decisions to be made to achieve this.
4. Role of Project Board
The Project Board shall:
ensure that this Contract is operated throughout the Term in a manner which optimises the value for money and operational benefit derived by the Customer and the commercial benefit derived by the Contractor;
receive and review reports from the Project Managers which summarise key aspects of the operation of the Services, including issues relating to delivery of existing Services and performance against Service Levels; progress against the Project Plan, possible future developments and review reports on technology, service and other developments that offer potential for improving the benefit either party is receiving, in particular value for money;
determine business strategy and provide guidance on policy matters which may impact on the implementation of the Services; and
consider and resolve Disputes (including Disputes as to the cause of a delay to the Project or the performance of the Services) escalated to the Project Board.
be responsible for comprehensive oversight of the Project and for the senior management of the operational relationship between the parties;
deal with the prioritisation of resources and the appointment of Project Managers on behalf of the parties; and
develop operational/supplier relationship and develop and propose the relationship development strategy and ensure the implementation of the same.
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5. Contract Management Mechanisms
5.1 Both parties will pro-actively manage risks attributed to them under the terms of this Contract.
5.2 The Contractor will develop, operate, maintain and amend, as agreed with the Customer, processes for:
the identification and management of risks;
the identification and management of issues;
monitoring and controlling project plans; and
document control and management.
6. Annual Review
6.1 An annual review meeting shall be held, on a date to be agreed between the parties, throughout the Term.
6.2 The meetings will be attended by the Contractor Representative and the Customer Representative and any other persons considered necessary for the review, by the Customer.
7. Escalation Process and Dispute Resolution
Initial Attempt to Settle
7.1 The parties will initially attempt to resolve any dispute arising in the course of the Parties’ execution of responsibilities, under the Contract. The relevant team/s of the Customer and of the Contractor will apply their best efforts to reach a good-faith resolution of any dispute. Good faith attempts to resolve any dispute will continue, if necessary for a reasonable period of time, not to exceed five (5) Working Days.
First Escalation
7.2 If, after a reasonable period of time, not exceeding five (5) Working Days, the relevant Customer and Contractor team/s are unable to resolve any dispute, the Contractor’s Project Manager and the Customer Project Manager will be notified in writing. Written notification should include the reason for the dispute, specific remedy being sought in addition to any other pertinent details. The Contractor’s Project Manager and the Customer’s Project Manager will discuss and attempt to resolve the dispute in good faith for a reasonable period of time, not to exceed five (5) Working Days.
Second Escalation
7.3 If, after a reasonable period of time, not exceeding five (5) Working Days, the relevant Contractor and Customer Project Managers are unable to resolve any dispute, the Contractor Contract Manager and the Customer Contract Manager will be notified in writing. Written notification should include the reason for the dispute, specific remedy being sought in addition to any other pertinent details. The Contractor and Customer Contract Managers will discuss and attempt to resolve the dispute in good faith for a reasonable period of time, not to exceed five (5) Working Days. If these individuals are unable to resolve the dispute within this time period, each party will prepare a written statement outlining the dispute and attempted resolution and will submit the statement to the Project Board.
Third Escalation
7.4 The Project Board shall meet to review any submitted disputes and make every reasonable and good faith attempt to resolve such disputes within ten (10) Working Days.
Critical Problems
7.5 If any dispute or problem is related to a critical problem where there is significant negative impact to the Customer or the Contractor is not meeting the Service Levels, and the relevant Contractor and Customer team/s are unable to resolve such dispute or problem within twenty-four (24) hours, then the dispute or problem shall be immediately escalated to the executives specified in Section 8.3 above. Notwithstanding the provisions of Section 8.3 above, the parties shall use their best efforts to resolve any dispute related to a critical problem within twenty-four (24) hours after escalation to them.
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APPENDIX
Project Board Representation and Structure
Customer Members for Project Board [name] (Chairperson), [name] and [name]
Contractor Members for Project Board [name], [name] and [name]
Start Date for Project Board meetings
Frequency of Project Board meetings
Location of Project Board meetings
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SCHEDULE 12 CHANGE CONTROL PROCEDURE
In this Schedule, unless the context otherwise requires the following expressions shall have the meanings set out below:
1. Definitions
Change Authorisation Note means the form used by the parties to set out the agreed Contract Change and which shall be substantially in the form of Appendix 3 to this schedule;
Change Communication means any Change Request, Impact Assessment, Change Authorisation Note or other communication sent or required to be sent pursuant to this schedule;
Change Request means a written request for a Contract Change which shall be substantially in the form of Appendix 1 to this schedule;
Contract Change means any change to this Contract other than an Operational Change;
Fast-track Change means any Contract Change which the parties agree to expedite in accordance with paragraph 8 of this schedule;
Impact Assessment means an assessment of a Change Request substantially in the form of Appendix 2 of this schedule;
Operational Change means any change in the Contractor's operational procedures which in all respects, when implemented:
(a) will not affect the Charges or the Contractor's costs of performing the Services and will not result in any other costs to the Customer; and/or
(b) may change the way in which the Services are delivered but will not adversely affect the output of the Services or increase the risks in performing or receiving the Services; and/or
(d) will not require a change to the Contract;
Receiving Party means the party which receives a proposed Contract Change; and
Requesting Party means the party which requests a Contract Change.
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2. General Principles of Change Control Procedure
2.1 This schedule sets out the procedure for dealing with Contract Changes.
2.2 Operational Changes shall be processed in accordance with paragraph 9 below. If either party is in doubt about whether a change falls within the definition of an Operational Change then it will be processed as a Contract Change.
2.3 Under this Change Control Procedure:
either party may request a Contract Change which they shall initiate by issuing a Change Request in accordance with paragraph 4;
the Contractor will assess and document the potential impact of a proposed Contract Change in accordance with paragraph 5 before the Contract Change can be either approved or implemented;
the Customer shall have the right to request amendments to a Change Request, approve it or reject it in the manner set out in paragraph 6;
the Contractor shall have the right to reject a Change Request solely in the manner set out in paragraph 7;
no proposed Contract Change shall be implemented by the Contractor until such time as a Change Authorisation Note has been signed and issued by the Customer in accordance with paragraph 10; and
if the circumstances or nature of a proposed Contract Change mean that it is a Fast-track Change then it shall be processed in accordance with paragraph 8.
2.4 To the extent that any Contract Change requires testing and/or a programme for implementation, then the parties will follow the procedures set out in Article 6 of the main Contract (Testing), and, where appropriate, the Change Authorisation Note relating to such a Contract Change shall specify a Key Milestone and Key Milestone Date in respect of such Contract Changes for the purposes of such procedures.
2.5 Until such time as a Change Authorisation Note has been signed and issued by the Customer in accordance with paragraph 6, then:
unless the Customer expressly agrees otherwise in writing, the Contractor shall continue to supply the Services in accordance with the existing terms of the Contract as if the proposed Contract Change did not apply; and
any discussions, negotiations or other communications which may take place between the Customer and the Contractor in connection with any proposed Contract Change, including the submission of any Change Communications, shall be without prejudice to each party’s other rights under this Contract.
3. Costs
3.1 Subject to the provisions of this paragraph, each party shall bear its own costs in relation to the preparation and agreement of each Change Request and Impact Assessment.
3.2 All Contract Changes shall be calculated and charged in accordance with the principles set out in Schedule 7 (Charges and Invoicing). The Contractor will only be entitled to increase the Charges if it can demonstrate in the Impact Assessment that the proposed Contract Change requires additional resources and, in any event, any change to the Charges resulting from a Contract Change (whether the change will cause an increase or a decrease in the Charges) will be strictly proportionate to the increase or decrease in the level of resources required for the provision of the Services as amended by the Contract Change.
3.3 Both parties' costs incurred in respect of any use of this Change Control Procedure as a result of any error or Default by the Contractor shall be paid for by the Contractor.
4. Change Request
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4.1 Either party may issue a Change Request to the other party at any time during the Term. The Change Request shall be substantially in the form of Appendix 1 to this schedule and must state whether the party issuing the Change Request considers the proposed Contract Change to be a Fast-track Change.
4.2 If the Contractor issued the Change Request, then it shall also provide an Impact Assessment to the Customer as soon as is reasonably practicable but in any event within ten (10) Working Days of the date of issuing the Change Request.
4.3 If the Customer issued the Change Request, then the Contractor shall provide an Impact Assessment to the Customer as soon as is reasonably practicable but in any event within ten (10) Working Days of the date of receiving the Change Request from the Customer provided that if the Contractor requires any clarifications in relation to the Change Request before it can deliver the Impact Assessment, then it will promptly notify the Customer and the time period shall be extended by the time taken by the Customer to provide those clarifications. The Customer shall respond to the request for clarifications as soon as is reasonably practicable and the Contractor shall provide the Customer with sufficient information to enable it to understand fully the nature of the request for clarification.
5. Impact Assessment
5.1 Each Impact Assessment shall include (without limitation):
details of the proposed Contract Change including the reason for the Contract Change; and
details of the impact of the proposed Contract Change on the Services and the Contractor's ability to meet its other obligations under the Contract and any variation to the terms of the Contract that will be required as a result of that impact and including without limitation changes to:
o the Services Description and the Service Levels;
o the Milestones, Implementation Plan and any other timetable previously agreed by the parties;
o other services provided by third party contractors to the Customer, including any changes required by the proposed Contract Change to the Customer's IT infrastructure;
o details of the cost of implementing the proposed Contract Change;
o details of the ongoing costs required by the proposed Contract Change when implemented, including any increase or decrease in the Charges, any alteration in the resources and/or expenditure required by either party and any alteration to the working practices of either party;
o a timetable for the implementation, together with any proposals for the testing of the Contract Change;
o details of how the proposed Contract Change will ensure compliance with any applicable Regulatory Change; and
o such other information as the Customer may reasonably request in (or in response to) the Change Request.
5.2 Subject to the provisions of paragraph 5.3, the Customer shall review the Impact Assessment and, within fifteen (15) Working Days of receiving the Impact Assessment, it shall respond to the Contractor in accordance with paragraph 6.
5.3 If the Customer is the Receiving Party and the Customer reasonably considers that it requires further information regarding the proposed Contract Change so that it may properly evaluate the Change Request and the Impact Assessment, then within five (5) Working Days of receiving the Impact Assessment, it shall notify the Contractor of this fact and detail the further information that it requires. The Contractor shall then re-issue the relevant Impact Assessment to the Customer within ten (10) Working Days of receiving such notification. At the Customer's discretion, the parties may repeat the process described in this paragraph until the Customer is satisfied that it has sufficient information to properly evaluate the Change Request and Impact Assessment.
6. Customer’s Right of Approval
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6.1 Within fifteen (15) Working Days of receiving the Impact Assessment from the Contractor or within ten (10) Working Days of receiving the further information that it may request pursuant to paragraph 5.3, the Customer shall evaluate the Change Request and the Impact Assessment and shall do one of the following:
approve the proposed Contract Change, in which case the parties shall follow the procedure set out in paragraph 6.2 below;
in its absolute discretion reject the Contract Change, in which case it shall notify the Contractor of the rejection. The Customer shall not reject any proposed Contract Change to the extent that the Contract Change is necessary for the Contractor or the Services to comply with any changes in law. If the Customer does reject a Contract Change, then it shall explain its reasons in writing to the Contractor as soon as is reasonably practicable following such rejection;
require the Contractor to modify the Change Request and/or Impact Assessment in which event the Contractor shall make such modifications within five (5) Working Days of such request. Subject to paragraph 5.3 above, on receiving the modified Change Request and/or Impact Assessment, the Customer shall approve or reject the proposed Contract Change within ten (10) Working Days.
6.2 If the Customer approves the proposed Contract Change pursuant to paragraph 6.1 and it has not been rejected by the Contractor in accordance with paragraph 7 below, then it shall inform the Contractor and the Contractor shall prepare two (2) copies of a Change Authorisation Note which it shall sign and deliver to the Customer for its signature. Following receipt by the Customer of the Change Authorisation Note, it shall sign both copies and return one (1) copy to the Contractor. On the Customer's signature, the Change Authorisation Note shall constitute a binding variation to the Contract provided that the Change Authorisation Note is signed by:
the appropriate person(s) specified in paragraph 10 of this schedule; and
the Customer within ten (10) Working Days of receiving the Contractor's signed copy. If the Customer does not sign the Change Authorisation Note within this time period, then the Contractor shall have the right to notify the Customer and if the Customer does not sign the Change Authorisation Note within five (5) Working Days of the date of such notification, then the Contractor may refer the matter to the Dispute Resolution Procedure.
7. Contractor’s Right of Approval
7.1 Following an Impact Assessment, if the Contractor reasonably believes that any proposed Contract Change which is requested by the Customer:
would materially and adversely affect the risks to the health and safety of any person;
would require the Services to be performed in a way that infringes any Law; or
is technically impossible to implement provided that:
o the Contractor can demonstrate to the Customer's reasonable satisfaction that the proposed Contract Change is impossible to implement; and
o neither the Solution nor the Services Description state that the Contractor does have the technical capacity and flexibility required to implement the proposed Change,
then the Contractor shall be entitled to reject the proposed Contract Change and shall notify the Customer of its reasons for doing so within five (5) Working Days after the date on which it is obliged to deliver the Impact Assessment in accordance with paragraph 4.3.
8. Fast-Track Changes
8.1 The parties undertake to ensure operational efficiency and acknowledge that there may be circumstances where it is desirable to expedite the processes set out above.
8.2 If both parties agree in relation to a proposed Contract Change that:
the Contract Change does not involve any alteration to, or deviation from the contractual principles Page 111
set out in the Contract; and
the value of the proposed Contract Change does not exceed twenty thousand Euro (€20,000) and the proposed Contract Change is not significant (as determined by the Customer acting reasonably),
then the parties shall confirm to each other in writing that they shall use the process set out in the preceding paragraphs but with reduced timescales, such that any period of fifteen (15) Working Days is reduced to five (5) Working Days, any period of ten (10) Working Days is reduced to two (2) Working Days and any period of five (5) Working Days is reduced to one (1) Working Day.
8.3 The parameters set out in this paragraph may be revised from time to time by agreement between the parties in writing.
9. Operational Change Procedure
9.1 Any changes identified by the Contractor to improve operational efficiency of the Services may be implemented by the Contractor without following the Change Control Procedure for proposed Contract Changes provided they do not:
have an impact on the Customer;
require a change to the Contract;
have a direct impact on use of the Services; or
involve the Customer in paying any additional Charges or other costs.
9.2 The Customer may request an Operational Change by submitting a written request for Operational Change ("RFOC") to the Contractor Representative.
9.3 The RFOC shall include the following details:
the proposed Operational Change; and
time-scale for completion of the Operational Change.
9.4 The Contractor shall inform the Customer of any impact on the Services that may arise from the proposed Operational Change.
9.5 The Contractor shall complete the Operational Change by the timescale specified for completion of the Operational Change in the RFOC, and shall promptly notify the Customer when the Operational Change is completed.
10. Change Authorisation
Any proposed Contract Change processed in accordance with this schedule will not be authorised and the Contractor shall not implement any proposed Contract Change until the Change Authorisation Note is signed and executed by the authorised signatory in accordance with the Customer's procedure(s), as notified to the Contractor from time to time.
11. Communications
11.1 For any Change Communication to be valid under this schedule, it must be sent to either the Customer's Representative or the Contractor's Representative, as applicable. All Change Communications may be hand delivered or sent by first-class post or facsimile. Change Communications shall be deemed to have been received at the following times:
if hand delivered, then at the time of delivery or, if delivered after 16.00 hours on the next Working Day;
if posted first class from within Malta, on the third Working Day after it was put into the post; or
if sent by facsimile, then at the expiration of four (4) hours after the time of despatch, if despatched before 15.00 hours on any Working Day, and in any other case at 10.00 hours on the next Working
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Day following the date of despatch.
11.2 In proving delivery of a Change Communication, it will be sufficient to prove that delivery was made, or that the envelope containing the Change Communication was properly addressed and posted (by prepaid first class recorded delivery post) or that the facsimile was properly addressed and despatched, as the case may be.
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APPENDIX A CHANGE REQUEST FORM
CR NO.: TITLE: TYPE OF CHANGE:
PROJECT: REQUIRED BY DATE:
ACTION: NAME: DATE:
RAISED BY:
AREA(S) IMPACTED (OPTIONAL FIELD):
ASSIGNED FOR IMPACT ASSESSMENT BY:
ASSIGNED FOR IMPACT ASSESSMENT TO:
SUPPLIER REFERENCE NO.:
FULL DESCRIPTION OF REQUESTED CONTRACT CHANGE:
DETAILS OF ANY PROPOSED ALTERNATIVE SCENARIOS:
REASONS FOR AND BENEFITS AND DISADVANTAGES OF REQUESTED CONTRACT CHANGE:
SIGNATURE OF REQUESTING CHANGE OWNER:
DATE OF REQUEST:
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APPENDIX B IMPACT ASSESSMENT FORM
CR NO.: TITLE: DATE RAISED:
PROJECT: REQUIRED BY DATE:
DETAILED DESCRIPTION OF CONTRACT CHANGE FOR WHICH IMPACT ASSESSMENT IS BEING PREPARED AND DETAILS OF ANY RELATED CONTRACT CHANGES:
PROPOSED ADJUSTMENT TO THE CHARGES RESULTING FROM THE CONTRACT CHANGE:
DETAILS OF PROPOSED ONE-OFF ADDITIONAL CHARGES AND MEANS FOR DETERMINING THESE (E.G. FIXED PRICE OR COST-PLUS BASIS):
DETAILS OF ANY PROPOSED CONTRACT AMENDMENTS:
DETAILS OF ANY SERVICE LEVELS AFFECTED:
DETAILS OF ANY OPERATIONAL SERVICE IMPACT:
DETAILS OF ANY INTERFACES AFFECTED:
DETAILED RISK ASSESSMENT:
RECOMMENDATIONS:
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APPENDIX C CHANGE AUTHORISATION NOTE
CR NO.: TITLE: DATE RAISED:
PROJECT: TYPE OF CHANGE: REQUIRED BY DATE:
[KEY MILESTONE DATE: [if any] ]
DETAILED DESCRIPTION OF CONTRACT CHANGE FOR WHICH IMPACT ASSESSMENT IS BEING PREPARED AND DETAILS OF ANY RELATED CONTRACT CHANGES:
PROPOSED ADJUSTMENT TO THE CHARGES RESULTING FROM THE CONTRACT CHANGE:
DETAILS OF PROPOSED ONE-OFF ADDITIONAL CHARGES AND MEANS FOR DETERMINING THESE (E.G. FIXED PRICE OR COST-PLUS BASIS):
SIGNED ON BEHALF OF THE CUSTOMER: SIGNED ON BEHALF OF THE CONTRACTOR:
Signature:_____________________ Signature:_____________________
Name:________________________ Name:________________________
Position:______________________ Position:______________________
Date:________________________ Date:_________________________
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SCHEDULE 13 STANDARDS
The Contractor shall comply with the following standards:
Technical
[to insert applicable Standards as per Response to the ITT]
Business
[to insert applicable Standards as per Response to the ITT]
Security
[to insert applicable Standards as per Response to the ITT]
Environment
[to insert applicable Standards as per Response to the ITT]
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SCHEDULE 14 PERFORMANCE GUARANTEE
[to insert original performance guarantee in accordance with the form set out in Volume 2 Section 2 of the ITT]
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SCHEDULE 15 EXIT MANAGEMENT
In this Schedule, unless the context otherwise requires the following expressions shall have the meanings set out below:
1. Definitions
Assets Register means the register of Computing Resources, Subcontracts and other relevant agreements to be created and maintained by the Contractor throughout the Term pursuant to paragraph 3.1 of this schedule;
Operations Manual means a manual setting out a detailed definition of all the business processes supported by the Services as set out in Schedule 4 (Post-Implementation Services);
Exclusive Assets means those Assets which are used exclusively in the provision of the Services;
Exit Manager means the person appointed by each party pursuant to this schedule for managing the parties' respective obligations under this schedule;
Exit Plan means the plan produced and updated by the Contractor during the Term in accordance with paragraph 5 of this schedule;
Non-Exclusive Assets means those Assets (if any) which are used by the Contractor in the provision of the Services but which are also used by the Contractor for other purposes;
Exit means any termination of this Contract which occurs: (i) as a result of the expiry of the initial Term or any renewal period or (ii) upon request of the Customer in the event of termination of the Contract pursuant to Article 14 of the main Contract;
Registers has the meaning set out in paragraph 3.1 of this schedule;
Termination Assistance Notice has the meaning set out in paragraph 7.1 of this schedule;
Termination Assistance Period means the period specified in the Termination Assistance Notice in which the Contractor shall provide the Termination Services as may be extended pursuant to paragraph 7.2 of this schedule;
Termination Services means the services and activities to be performed by the Contractor pursuant to the Exit Plan, including those activities listed in paragraph 7.6 of this schedule and any other services required pursuant to the Termination Assistance Notice;
Transferring Contracts shall have the meaning set out in paragraph 9.2 of this schedule.
2. Overview
2.1 The Contractor is required to ensure the orderly transition of the Services from the Contractor to the Customer and/or any Replacement Contractor in the event of termination (including partial termination) or expiry of this Contract. This schedule sets out the principles of the exit and service transfer arrangements that are intended to achieve such orderly transition and which shall form the basis of the Exit Plan. For the avoidance of doubt, the Contractor shall be responsible for the overall management of the exit and service transfer arrangements.
3. Contract Life Obligations
3.1 During the Term the Contractor shall maintain:
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a register of all of the Assets, detailing their ownership and status as either Exclusive Assets or Non-Exclusive Assets and the Net Book Value of such Assets, and detailing all Subcontracts and other relevant agreements (including relevant software licences, maintenance and support agreements and equipment rental and lease agreements) required for the performance of the Services;
a document detailing the technical infrastructure through which the Contractor provides the Services. This document should be of sufficient detail to permit the Customer and/or Replacement Contractor to understand how the Contractor provides the Services and to enable the smooth transition of the Services with the minimum of disruption,
(collectively the "Registers"). The Contractor shall maintain the Registers in such format as is agreed between the parties and shall update the Registers from time to time and in particular in the event that Assets, Subcontracts or other relevant agreements are added to or removed from the Services.
3.2 The Contractor shall ensure that all Exclusive Assets listed in the Registers are clearly marked to identify that they are exclusively used for the provision of the Services under this Contract.
3.3 The Contractor shall (unless otherwise agreed by the Customer in writing) procure that all Subcontracts and other agreements with third parties, which are necessary to enable the Customer and/or any Replacement Contractor to perform the Services in accordance with this Contract, shall be assignable and/or capable of novation at the request of the Customer, to the Customer (and/or its nominee) and/or any Replacement Contractor upon the Contractor ceasing to provide the Services (or part of them), without restriction (including any need to obtain any consent or approval) or payment by the Customer.
3.4 Where the Contractor is unable to procure that any Subcontract or other agreement referred to in the preceding paragraph which the Contractor proposes to enter into after the Effective Date is assignable and/or capable of novation to the Customer (and/or its nominee) and/or any Replacement Contractor without restriction or payment, the Contractor shall promptly notify the Customer of this and the parties shall (acting reasonably and without undue delay) discuss the appropriate action to be taken which, where the Customer so directs, may include the Contractor seeking an alternative Subcontractor, to be agreed with the Customer.
3.5 Each party will appoint an Exit Manager and provide written notification of such appointment to the other party within three (3) months of the Effective Date. The Contractor's Exit Manager will be responsible for ensuring that the Contractor and its employees, agents and Subcontractors comply with this schedule. The Contractor shall ensure that its Exit Manager has the requisite authority to arrange and procure any resources of the Contractor as are reasonably necessary to enable the Contractor to comply with the requirements set out in this schedule. The parties' Exit Managers will liaise with one another in relation to all issues relevant to the termination of this Contract
4. Exit Plan
4.1 The Contractor shall, within three (3) months after the Go Live Date, deliver to the Customer an Exit Plan which sets out the Contractor's proposed methodology for achieving an orderly transition of Services from the Contractor to the Customer and/or its Replacement Contractor on the expiry or termination of this Contract and which complies with the requirements set out in paragraphs 4.2 and 4.3 below. Within thirty (30) days after the submission of the Exit Plan, the parties will use their respective reasonable endeavours to agree the contents of the Exit Plan. If the parties are unable to agree the contents of the Exit Plan then such dispute shall be resolved in accordance with the Dispute Resolution Procedure.
4.2 The Exit Plan will contain, as a minimum:
the management structure to be employed during both transfer and cessation of the Services in an Exit; and
a detailed description of both the transfer and cessation processes, including a timetable, applicable in the case of an Exit.
4.3 In addition, the Exit Plan shall:
document how the Services will transfer to the Replacement Contractor and/or the Customer, including details of the processes, documentation, data transfer, systems migration, security and the segregation of the Customer’s technology components from any technology components operated
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by the Contractor or its Subcontractors (where applicable);
specify the scope of the Termination Services that may be required for the benefit of the Customer (including such of the services set out in paragraph 6.6 below as are applicable) and any charges that would be payable for the provision of such Termination Services and detailing how such services would be provided (if required), during the Termination Assistance Period;
address each of the issues set out in this schedule to facilitate the transition of the Services from the Contractor to the Replacement Contractor and/or the Customer with the aim of ensuring that there is no disruption to or degradation of the Services during the Termination Assistance Period;
provide a timetable and identify critical issues for providing the Termination Services; and
set out the management structure to be put in place and employed during the Termination Assistance Period.
4.4 The Contractor shall review and (if appropriate) update the Exit Plan in the first month of each Contract Year (commencing with the Second Contract Year) to reflect changes in the Services. Following such update the Contractor will submit the revised Exit Plan to the Customer for review. Within thirty (30) days following submission of the revised Exit Plan, the parties shall meet and use reasonable endeavours to agree the contents of the revised Exit Plan, based on the principles set out in this schedule and the changes that have occurred in the Services since the Exit Plan was last agreed. If the parties are unable to agree the contents of the revised Exit Plan within that thirty (30) day period, such dispute shall be resolved in accordance with the Dispute Resolution Procedure.
5. Termination Services
General
5.1 During the Termination Assistance Period or such shorter period as the Customer may require, the Contractor will continue to provide the Services and will, at the request of the Customer pursuant to paragraph 6.3, provide the Termination Services.
5.2 The costs of providing Termination Services shall be as agreed between the parties not less than six (6) months prior to the end of the Term or within one (1) month of the announcement of contract termination based on the rate set out in Clause 9.1 of this Schedule.
5.3 During the Termination Assistance Period, the Contractor shall, in addition to providing the Services and the Termination Services, provide to the Customer any reasonable assistance requested by the Customer to allow the Services to continue without interruption following the termination or expiry of this Contract and to facilitate the orderly transfer of responsibility for and conduct of the Services to the Customer and/or its Replacement Contractor. The Contractor will use all reasonable endeavours to reallocate resources to provide these services without additional costs. However, if this is not possible, any additional costs incurred by the Contractor in providing such reasonable assistance which is not already in the scope of the Termination Services or the Exit Plan will be subject to the Change Control Procedure, discussion and agreement (which will not be unreasonably withheld or delayed by either party).
5.4 During the Termination Assistance Period, the Services and the Termination Services will be provided at no detriment to the Service Levels, save to the extent that the parties agree otherwise in accordance with paragraph 5.5.
5.5 Where the Contractor demonstrates to the Customer’s reasonable satisfaction that transition of the Services and provision of the Termination Services during the Termination Assistance Period will have a material, unavoidable adverse effect on the Contractor's ability to meet one or more particular Service Levels, the parties shall vary the relevant Service Level(s) and/or the applicable Service Credits to take account of such adverse effect.
5.6 At the Customer’s request and on reasonable notice, the Contractor will deliver up-to-date Registers to the Customer.
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5.7 The parties acknowledge that the migration of the Services from the Contractor to the Customer and/or its Replacement Contractor may be phased, such that certain of the Services are handed over before others.
5.8 Within thirty (30) days after service of notice of termination by either party, or and no less than six (6) months prior to the expiry of this Contract, as may be applicable, the Contractor will submit for the Customer’s approval the Exit Plan in a final form that could be implemented immediately.
5.9 The parties will meet and use their respective reasonable endeavours to agree the contents of the final form Exit Plan. If the parties are unable to agree the contents of the Exit Plan within thirty (30) days following its delivery to the Customer, then such dispute shall be resolved in accordance with the Dispute Resolution Procedure. Until the agreement of the final form of the Exit Plan, the Contractor will provide the Termination Services in accordance with the principles set out in this schedule and the last approved version of the Exit Plan (insofar as this still applies).
6. Notification of Requirements for Termination Services
6.1 The Customer shall be entitled to require the provision of Termination Services by notifying the Contractor in writing ("Termination Assistance Notice") at least three (3) months prior to the date of termination or expiry of this Contract or not later than one (1) month following the service of any notice to terminate. The Termination Assistance Notice shall specify the:
date from which Termination Services are required which shall be no earlier than twelve (12) months prior to expiry of this Contract or from the service by either party of any notice to terminate, as the case may be;
the nature of the Termination Services required; and
the period during which it is anticipated that Termination Services will be required which shall continue no longer than twelve (12) months after the date that the Contractor ceases to provide the Services.
6.2 The Customer shall have the right to terminate its requirement for Termination Services by serving not less than twenty (20) Working Days' written notice upon the Contractor to such effect.
Termination Obligations
6.3 The Contractor shall comply with all of its obligations contained in the Exit Plan and shall, upon termination or expiry of this Contract, provide to the Customer an up-to-date Operations Manual.
6.4 At the end of the Termination Assistance Period (or earlier if this does not adversely affect the Contractor's performance of the Services and the Termination Services and its compliance with the other provisions of this schedule):
the Contractor shall erase from any computers, storage devices and storage media that are to be retained by the Contractor after the end of the Termination Assistance Period any software containing any Customer Data;
the Contractor shall return to the Customer such of the following as is in the Contractor's possession or control:
o all copies of the Customer Software and any other software licensed by the Customer to the Contractor under this Contract;
o all materials created by the Contractor under this Contract, the IPRs in which are owned by the Customer;
o any parts of the ICT Environment and any other equipment which belongs to the Customer; and
o any items that have been charged to the Customer, such as consumables;
the Contractor shall transfer all Customer Data (in complete, uncorrupted form) in its possession or Page 122
control to the Customer save to the extent (and for the limited period) that such data is required for the purposes of providing any services to the Customer under this schedule or the Exit Plan;
the Contractor shall vacate any Customer Premises;
each party shall return to the other party all Confidential Information of the other party and will certify that it does not retain the other party's Confidential Information save to the extent (and for the limited period) that such information needs to be retained by the party in question for the purposes of providing or receiving any Services or Termination Services.
6.5 Except where this Contract provides otherwise, all licences, leases and authorisations granted by the Customer to the Contractor in relation to the Services shall be terminated with effect from the end of the Termination Assistance Period.
Scope of the Termination Services
6.6 The Termination Services to be provided by the Contractor shall include (without limitation) such of the following services as the Customer may specify:
notifying the Subcontractors of procedures to be followed during the Termination Assistance Period and providing management to ensure these procedures are followed;
providing assistance and expertise as necessary to examine all operational and business processes (including all supporting documentation) in place and re-writing and implementing processes and procedures such that they are appropriate for use by the Customer and/or Replacement Contractor after the end of the Termination Assistance Period;
delivering to the Customer the existing systems support profiles, monitoring or system logs, problem tracking/resolution documentation and status reports;
providing details of work volumes and staffing requirements over the twelve (12) month period immediately prior to the commencement of the Termination Services;
with respect to work in progress as at the end of the Termination Assistance Period, documenting the current status and stabilising for continuity during transition;
providing the Customer with any problem logs which have not previously been provided to the Customer;
providing assistance and expertise as necessary to examine all governance and reports in place for the provision of the Services and re-writing and implementing these during and for a period of twelve (12) months after the Termination Assistance Period;
providing assistance and expertise as necessary to examine all relevant roles and responsibilities in place for the provision of the Services and re-writing and implementing these such that they are appropriate for the continuation of the Services after the Termination Assistance Period;
reviewing all Software libraries used in connection with the Services and providing details of these to the Customer and/or its Replacement Contractor;
making available to the Customer and/or the Replacement Contractor expertise to analyse training requirements and provide all necessary training for the use of tools by such staff as are nominated by the Customer (acting reasonably) at the time of termination or expiry. A documented plan is to be separately provided for this activity and agreed with the Customer at the time of termination or expiry;
generating a computer listing of the Source Code of [source codes required on expiry/termination] in a form and on media reasonably requested by the Customer;
agreeing with the Customer a handover plan for all of the Contractor’s responsibilities as set out in the Security Plan. The Contractor will co-operate fully in the execution of the agreed plan, providing skills and expertise of a suitable standard;
assisting in the execution of a parallel operation until the effective date of expiry or termination of this Page 123
Contract;
in respect of the maintenance and support of the Contractor System, providing historical performance data for the previous six (6) months;
assisting in the execution of a parallel operation of the maintenance and support of the Contractor System until the end of the Termination Assistance Period or as otherwise specified by the Customer (provided that these Services end on a date no later than the end of the Termination Assistance Period);
the provision of an information pack listing and describing the Services for use by the Customer in the procurement of the Replacement Services;
answering all reasonable questions from the Customer and/or its Replacement Contractor regarding the Services;
the provision of access to the Customer and/or the Replacement Contractor during the Termination Assistance Period:
the provision of information and documentation relating to the Services that is in the possession or control of the Contractor or its Subcontractors (and the Contractor agrees and shall procure that its Subcontractors do not destroy or dispose of that information within this period) including the right to take reasonable copies of that material; and
following reasonable notice and during the Contractor's normal business hours, to members of the Contractor Personnel who have been involved in the provision or management of the Services and who are still employed or engaged by the Contractor or its Subcontractors.
Disputes Relating to Termination Services
6.7 Where there is any dispute between the parties regarding the manner in which the Termination Services are to be performed, such dispute shall be resolved in accordance with the Dispute Resolution Procedure.
7. Access to Information
7.1 During the Termination Assistance Period the Contractor shall grant any agent or personnel (including employees, consultants and contractors) of the Replacement Contractor and/or the Customer access, during business hours and upon reasonable prior written notice, to any sites of the Contractor for the purpose of effecting a prompt knowledge transfer provided that:
any such agent or personnel (including employees, consultants and contractors) having access to any sites under this paragraph shall sign a confidentiality undertaking in favour of the Contractor (in such form as the Contractor shall reasonably require); and
the Customer and/or the Replacement Contractor shall pay the reasonable, proven and proper costs of the Contractor incurred in facilitating such access.
7.2 The information which the Contractor shall provide to the Customer:
copies of up-to-date procedures and Operations Manual;
product information;
agreements with third party suppliers of goods and services which may be transferred to the Customer;
key support contact details for third party supplier personnel under contracts which are to be assigned or novated to the Customer pursuant to this Schedule;
information regarding any unresolved faults in progress at the commencement of the Termination Assistance Period as well as those expected to be in progress at the end of the Termination Assistance Period;
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details of physical and logical security processes and tools which will be available to the Customer; and
any relevant interface information.
8. Assets, Subcontracts and Software
8.1 Following notice of termination of this Contract and during the Termination Assistance Period, the Contractor shall not, without the Customer’s prior written consent:
terminate, enter into or vary any Subcontract;
(subject to normal maintenance requirements) make material modifications to, or dispose of, any existing Assets or acquire any new Assets; or
terminate, enter into or vary any licence for software in connection with the Services.
8.2 Within thirty (30) days of receipt of the up-to-date Registers provided by the Contractor pursuant to paragraph 5.6 above, the Customer will provide written notice to the Contractor setting out:
which Assets the Customer requires to be transferred to the Customer and/or its Replacement Contractor; and
which Subcontracts and other agreements specified in paragraph 3.3 above the Customer requires to be assigned or novated to the Customer and/or its Replacement Contractor (the "Transferring Contracts"),
in order for the Customer and/or its Replacement Contractor to provide the Services at the expiry of the Termination Assistance Period. Where requested by the Customer and/or its Replacement Contractor, the Contractor will provide all reasonable assistance to the Customer and/or its Replacement Contractor to enable it to determine which Assets and Transferring Contracts the Customer and/or its Replacement Contractor requires in order to provide the Services.
8.3 With effect from the expiry of the Termination Assistance Period, the Contractor shall assign to the Customer (and/or its nominated Replacement Contractor), free from all liens, charges, options, encumbrances and third party rights, title to and all rights and interests in those Exclusive Assets identified by the Customer pursuant to paragraph 8.2 above. Such Exclusive Assets will be acquired by the Customer for a consideration equal to their Net Book Value.
8.4 In respect of those Non-Exclusive Assets that the Customer has identified pursuant to paragraph 8.2, the Contractor will either (at the Customer’s option, acting reasonably):
sell such Assets to the Customer and/or its Replacement Contractor at an agreed price; or
offer or procure for the Customer and/or its Replacement Contractor the use, rental or licensing of such assets (as appropriate) in each case for such period of time and on such commercial and other terms as may be agreed between the parties, acting reasonably.
8.5 The Contractor shall assign or procure the novation to the Customer of the Transferring Contracts. The Contractor shall execute such documents and provide such other assistance as the Customer reasonably requires to effect this novation or assignment.
8.6 The Customer shall:
accept assignments from the Contractor or join with the Contractor in procuring a novation of each Transferring Contract;
once a Transferring Contract is novated or assigned to the Customer and/or the Replacement Contractor, carry out, perform and discharge all the obligations and liabilities created by or arising under that Transferring Contract and exercise its rights arising under that Transferring Contract, or as applicable, procure that a Replacement Contractor does the same.
8.7 The Contractor shall indemnify the Customer (and/or the Replacement Contractor, as applicable) against each loss, liability and cost arising out of any claims made by a counterparty to a Subcontract which is
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assigned or novated to the Customer (and/or Replacement Contractor) pursuant to paragraph 8.5 above in relation to any matters arising prior to the date of assignment or novation of such Subcontract.
9. Charges and Apportionments
9.1 During the Termination Assistance Period (or for such shorter period as the Customer may require the Contractor to provide the Termination Services), the Customer shall pay the Charges to the Contractor in respect of the Termination Services, such Charges to be calculated in accordance with the hourly rate for enhancements and ad hoc maintenance and support quoted in Schedule 7 (Charges and Invoicing).
9.2 All outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Assets and Subcontracts transferred to the Customer and/or the Replacement Contractor pursuant to paragraph 8 above shall be apportioned between the Customer and the Contractor and/or the Replacement Contractor and the Contractor, as applicable.
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SCHEDULE 16 GENERAL TERMS AND CONDITIONS
[to insert general terms and conditions published on the website of the Department of Contracts]
[To note that:
The full set of General Conditions for Services Contracts (Version 1.02 dated 2 June 2010) can be viewed/downloaded from:
www.contracts.gov.mt/conditions
It is hereby construed that the tenderers have availed themselves of these general conditions, and have read and accepted in full and without reservation the conditions outlined therein, and are therefore waiving any standard terms and conditions which they may have.
These general conditions will form an integral part of the contract that will be signed with the successful tenderer/s].
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VOLUME 2 SECTION 2 – SPECIMEN PERFORMANCE GUARANTEE(LETTERHEAD OF THE REGISTERED FINANCIAL INSTITUTION PROVIDING THE GUARANTEE)
Director of ContractsDepartment of ContractsNotre Dame RavelinFloriana FRN1600Malta
[Date]Dear Sir,
Our Guarantee Number .......................... for €......................
Account: [Account Holder’s Name] In connection with the contract entered into between yourself on behalf of the Director of Contracts and [Name and Address of Contractor] hereinafter referred to as “the Contractor” as per the latter’s tender and your acceptance under [CT File Reference], whereby the contractor undertook the [title of contract] in accordance with Article 7.8 of the General Conditions for Service Contracts forming part of the contract documents, we hereby guarantee to pay you on demand a maximum sum of € Five Thousand Euro (5000) in case the obligations of the above-mentioned contract are not duly performed by the Contractor.This guarantee will become payable on your first demand and it shall not be incumbent upon us to verify whether such demand is justified.
For avoidance of doubt it is hereby declared that although this instrument gives rise to legal relations between the guarantor and the beneficiary, it is hereby specifically declared for all intents and purposes of law that this guarantee does not exempt the above-mentioned Contractor from any obligations, acts of performance or undertaking assumed under the tender documents as ratified in the contract.
Any payments due to the contractor in respect of the obligations entered into under the contract above referred to shall be made through this Bank.
This guarantee expires on the 28th October, 2011 and unless it is extended by us or returned to us for cancellation before that date any demand made by you for payment must be received in writing not later than the aforementioned expiry date.
This document should be returned to us on utilization or expiry or in the event of the guarantee being no longer required.
After the expiry date and in the absence of a written demand being received by us before such expiry date, this guarantee shall be null and void, whether returned to us or not, and our liability hereunder shall terminate.
This guarantee is personal to you, and is not transferable or assignable.
Yours Faithfully,
.............................................[Signatory on behalf of Guarantor]
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VOLUME 3 SECTION 1 – CONTRACTING AUTHORITY’S REQUIREMENTS (TERMS OF REFERENCE)
Table of Contents
1. Background Information..............................................................................1271.1 - Beneficiary Country.......................................................................................................1271.2 - Central Government Authority......................................................................................1271.3 - Contracting Authority....................................................................................................1271.4 - Relevant Country Background.......................................................................................1271.5 - Current State of Affairs in the Relevant Sector..............................................................1271.6 - Related Programmes and Donor Activities....................................................................127
2. Contract Objectives and Expected Results..................................................1282.1 - Overall Objectives.........................................................................................................1282.2 - Specific Objectives........................................................................................................1302.3 - Results to be achieved by the Tenderer........................................................................131
3. Assumptions and Risks................................................................................1343.1 - Assumptions Underlying the Project..............................................................................1343.2 – Risks.............................................................................................................................134
4. Scope of the Work.......................................................................................1344.1 – General.........................................................................................................................1344.2 - Specific Activities..........................................................................................................1354.3 - Project Management.....................................................................................................142
5. Logistics and Timing....................................................................................1435.1 – Location........................................................................................................................1435.2 - Commencement Date & Period of Execution.................................................................143
6. Requirements..............................................................................................1456.1 – Personnel......................................................................................................................1456.2 - Facilities to be provided by the Tenderer......................................................................146
7. Reports........................................................................................................1467.1 - Reporting Requirements...............................................................................................1467.2 - Submission & approval of progress reports...................................................................146
8. Monitoring and Evaluation...........................................................................1478.1 - Definition of Indicators..................................................................................................1478.2 - Special Requirements....................................................................................................147
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Terms Of ReferenceNote: Where in this tender document a standard is quoted, it is to be understood that the Contracting Authority will accept equivalent standards. However, it will be the responsibility of the respective bidders to prove that the standards they quoted are equivalent to the standards requested by the Contracting Authority.
1. Background Information
1.1 - Beneficiary Country
Malta
1.2 - Central Government Authority
Department of Contracts
1.3 - Contracting Authority
Transport Malta (TM)
TRANSPORT MALTA (TM) is the Authority for Transport in Malta set up by Act XV of 2009. Transport Malta connects all transport across the Maltese Islands including maritime, land and aviation transport.
1.4 - Relevant Country Background
TM - Land Transport Directorate plans and provides for a sustainable, high quality, safe, integrated and efficient land transport system that will meet the traveling needs of people and the transport requirements for the movement of goods within the national framework for economic development, social inclusion and protection of the environment.
1.5 - Current State of Affairs in the Relevant Sector
The core objectives of TM - Land Transport Directorate are to:
provide a sustainable, efficient and safe public transport system, and to promote modal shift to public and passenger transport
regulate vehicle and equipment standards, sustainable and safe transport services, and the registration and licensing of vehicles and transport operators, with road safety as a top priority
provide an effective regulatory framework for driver training, testing and licensing with the aim of improving road safety and promoting eco-driving
TM Roads and Infrastructure Directorate co-ordinates the construction, re-construction and maintenance of roads, the management of traffic and the promotion of traffic safety.
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1.6 - Related Programmes and Donor Activities
N/A
2. Contract Objectives and Expected Results
2.1 - Overall Objectives
a. Introduction
With Malta joining the EU way back in 2004, it has become more and more important to establish communication methods especially between EU Member States. At this day and age this concept has evolved into:
a) each Member State developing and maintaining its own national electronic register, depending on the business area being tackled,
b) the development of one common interface from where EU Member States search for information
c) the implementation of a secure communication channel through which this information is shared.
One such area is vehicle-related information. Nationally, the authority responsible for the upkeep of vehicle-related information is the Land Transport Directorate which is one of the three directorates falling under Transport Malta (TM). Throughout the years, with the ever increasing freedom of movement of people and goods throughout the EU, the need to exchange vehicle-related information between European countries has become significant.
A first form of cooperation in the field of data-exchange emerged in the early nineties. Five EU Member States were involved, namely Germany, Belgium, Luxembourg, the Netherlands and the United Kingdom. The organisation of cooperating States was named EUCARIS after the name of the implemented system, meaning European Car and Driving Licence Information System. The organisation of the cooperation has been molded into a multilateral Treaty between the initial five States. From the beginning of the EUCARIS cooperation, the data-exchange system that was used was called EUCARIS I. Since 2007 the successor to this system, EUCARIS II, is in operation. EUCARIS II is a fully web-based application. This system is now used for data-exchange in the field of:
Vehicle import/export Inspection of parallel imported vehicles First registration of vehicles Issuing of driving licences Document verification Prevention of vehicle theft Fine collection Investigations about vehicles and their owners/holders Investigations regarding vehicle insurances
EUCARIS II uses the peer-to-peer concept for data-exchange; i.e. it uses a decentralised set-up in which all participating countries are connected to each other and are able – by means of an interface – to search in each other’s register, irrespective of the national registers set up. No centralised system and no central register exist. EUCARIS makes use of the sTESTA network, a highly secure network under the supervision of the European Commission, as the main communication channel through which to share information with other EUCARIS participants.
Overleaf please find Figure 1 showing EUCARIS II high level topological configuration.
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Figure 1 – Typical EUCARIS II topological configuration
b. PHASE 1 – EUCARIS installation, configuration and implementation and EUCARIS/Prüm Application
EUCARIS wants to avoid that for every Agreement, Treaty, Directive or any other measure a new system has to be developed. This prevents re‐inventing the wheel, investing more money and having a ‘spaghetti’ of connections. One basic, simple but innovative technology should be the basis of information exchange within the European transport sector. There are various EU instruments that will use the EUCARIS system and technology to exchange specific-application data between the different Member States. One of the main ones is the Prüm Treaty. In the year 2005 another form of international cooperation entered into force, namely the intensification of cross-border cooperation in the field of fighting terrorism, international crime and illegal immigration. In this setup, the mutual exchange of vehicle data is extended to the exchange of insurance and personal data of the vehicle owner/holder. This data-exchange is regulated by the so called ‘Prüm Convention’. The Prüm Implementing Agreement (Prüm Treaty) gives a description of how the EUCARIS system should be implemented in a Member State within the framework of the Prüm Council Decision (Council Decision 2008/615/JHA and 2008/616/JHA of 23 June 2008 that are reproduced in Annex A of this ITT).
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Figure 2: EUCARIS – the basis of information exchange within the European transport sector
If Malta wants to step up its cooperation with other EU Member States especially where vehicle information is concerned, the way forward is to implement the EUCARIS II application locally.
c. PHASE 2 - EUCARIS Treaty
While the main focus of this tender is to implement the EUCARIS application for Prüm; this tender is also interested in a possibility of extending EUCARIS for Malta to be able to implement the EUCARIS Treaty.
d. Definitions
1. Solution – Tenderer is to design, supply, install, configure and implement a EUCARIS Application and its components, as defined in the Terms of Reference, and provide Maintenance and Support for a minimum period of five (5) years.
2. Components – system software (EUCARIS software and any bespoke software), hardware, network equipment (firewall, router, etc.) and DBMS (as and when applicable), including operating systems and software licences.
2.2 - Specific Objectives
The fundamental business process requirement that needs to be handled by the Solution is to permit Malta to share electronically vehicle related information with other Member States through the EUCARIS application, more specifically through media provided in EUCARIS II release 5.0.1.1 installation CD1, abiding to the service levels defined in Annex J: Maintenance and Support services including Service Level Agreements. Henceforth the prime objective of this invitation to tender (from now onwards referred as ITT) is to select and award a technically capable and competent supplier able to provide the Contracting Authority with all the services requested in this ITT, with a contract subject of which is to bind a Contractor to deliver the following:
1. To provide the Solution including design, installation, configuration and implementation of the EUCARIS application release 5.0.1.1 and related patches (hereinafter referred to as the ‘System’) and at the site as determined by the Contracting Authority by the date defined in this tender.
2. To provide all Components included in the proposed Solution (the Contracting Authority reserves the right not to procure the hardware on the recommended specifications from the successful Tenderer’s submission).
1 EUCARIS II release 5.0.1.1 installation CD will be provided to the selected supplier on contract sign-off. Page 133
3. To cater for the Solution back-ups.
4. To assist and allow the Malta Police Force to connect their ICT Police application to the System to request information from other EUCARIS participants. The delivery is to be within the timeframes determined by the Contracting Authority in the agreed timeframes as specified in Terms of Reference, Section 5.2 Commencement Date & Period of Execution.
5. To assist and allow other potential authorised entities to utilise the System to request information through EUCARIS.
6. To implement EUCARIS in such a way to serve as the motor for future European Union instruments for exchange of information especially where transport-related information is concerned.
7. To provide its capability, by stating the number of resources available, to implement additional European Union treaties/procedures. The Contracting Authority shall provide the Tenderer with an advance notice period when the change has to be implemented.
8. To provide Maintenance and Support of the Solution for a period of 5 years.
2.3 - Results to be achieved by the Tenderer
The Contracting Authority, through this Invitation to Tender (ITT), aims to identify a Tenderer that is capable and ready to:
1. Provide the technical and infrastructural specifications for the successful implementation of the Solution taking into consideration the documentation included in Annex B: EUCARIS Documentation as provided by RDW Netherlands2;
2. Provide a Solution with the smallest data centre footprint;
3. Provide a Solution that will reside either in MITA Data Centre(s) or in Malta Transport Data Centre in Marsa;
4. Provide a Solution that must be easily transferred onto a PRE environment by embracing virtualisation principles (refer to Annex I: Private Runtime Environment);
5. Provide a Solution that is scalable at least in terms of volumetrics, inclusion of additional treaties/procedures, new Service Level Agreements (SLAs), etc;
6. Provide a Solution that embraces open-standards;
7. Provide a Solution that includes both a Production Environment and a Test Environment in the same time for the duration of the contract;
8. Provide all the necessary specifications related to the EUCARIS components, to support the Solution;
9. Deliver, install, configure and implement the EUCARIS components proposed in the Solution in adherence to the documentation provided by RDW included in Annex B: EUCARIS Documentation;
10. Achieve the functional requirements through parameterisation and not
2 RDW (Department of Road Transport) is an agency of The Netherlands Ministry of Transport, Public Works and Water management. As RDW Vehicle technology and information centre it is one of the better known organizations in The Netherlands. RDW also developed the EUCARIS application.
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customisation of the Solution unless by prior written agreement with Contracting Authority;
11. Ensure that all approved parameterisation and customisation shall not prevent, inhibit or compromise the Contracting Authority’s ability to implement future releases of the Software being supplied under this Agreement and without deterioration of the service/functionality;
12. Given that the Solution has to consume part of the data from the existing Vehicle Registration and Administration (VERA) Information system, the data required by EUCARIS will be provided as a separate data set (from now onwards referred to as National Register Replica or replica) to be maintained by the Contractor. The replica must be hosted on a separate server/environment, segregated both from VERA and from where the EUCARIS Application is installed and configured.
One time load of relevant vehicle information followed by daily updates will be transferred (time of transfer will be as discussed with the Contracting Authority). This will be carried out through a mechanism that will allow the transfer of an XML file(s) where the National Register Replica will reside. The replica must be maintained with these daily updates, including updating vehicle information and inactivating vehicles should a vehicle registration be deleted following the day it was actually registered in the national system. Documentation on the XML file is included in Annex L: Batch Unload of Vehicle Information. A history of all vehicle information residing in the replica must also be maintained for querying by Member States on past dates;
13. Cater for tracking of reversed3 changes to vehicles, including deactivation, to be able to inform the Contracting Authority with whom such data was previously exchanged (other data may be required from the supplier by the Contracting Authority which will be discussed in due course once the contract is awarded);
14. Connect the EUCARIS application to the replica of Malta’s Vehicle national register, described in points 12 and 13, to provide the vehicle information on request from other Member States;
15. Implement a number of already defined web services (XML, XSD, WSDL) included in the EUCARIS installation CD where the XML Message Specification is documented in Annex B: EURCARIS Documentation as published by the RDW. The programming language used to implement the web services must be supported by the IT industry;
16. Discuss and assist in the connection of Malta’s Police Force ICT application to EUCARIS application where the former automatically triggers requests to other Member States through EUCARIS without actually accessing the EUCARIS user interface;
17. Discuss and assist in the connection of other potential authorised clients’ ICT applications to EUCARIS application where the former applications trigger requests to other Member States through EUCARIS;
18. Connect the System to s-Testa (documentation included in Annex E: s-Testa Documentation) to receive and send information to other Member States via this secured private TCP/IP network channel. The generic s-TESTA connection which is available through the Maltese Government Infrastructure must be used;
19. The Solution must implement the auditing mechanism for requests and replies available in EUCARIS. Moreover it must be easy to map the EUCARIS logs pertaining to authorised entities (for example, the Malta Police Force) to the corresponding ones logged in the entities’ ICT systems for a complete track and
3 A “reversed change” refers to a transaction carried out on a vehicle through an administrative mistake and rectified accordingly.
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trace (the handling mechanism will be discussed in due course once the contract is awarded);
20. Implement all mechanisms necessary to guarantee data integrity at all times with respect to the National Register Replica and EUCARIS environment;
21. Provide a back-up system for the whole Solution including the request/response logs, National Register Replica, XML files, etc as determined by the Contracting Authority;
22. Comply to the EUCARIS Start Up Document included in Annex B: EUCARIS Documentation in the order indicated in the document as published by the RDW;
23. The Solution/Services being provided must abide to all applicable Government ICT Policies and Standards as per Annex P: Policy & Standards (GMICT) - the version of the GMICT policies and standards must be the current version available between the tender publish date and tender closure date;
24. Provide ancillary services to the implementation of the Solution. These services must include but are not be limited to:
supplier testing considering the EUCARIS test tools documented in Annex D: EUCARIS Test Tools;
follow the testing procedures as required for Government Systems (included in Contract Article 6: Testing) apart from supplier testing;
user acceptance testing; test the connection with the Malta Police Force; provide generic and specialised training to all users (in particular Train the
Administrator and Train the User); project management services; leading role in the implementation of the Solution and of Workarounds; lead and work with Users during the parameterisation and configuration
stage; provide and maintain updated in the English language the Technical
Design and the Technical Manual including, but not limited to, the steps followed during the installation, configuration, and implementation of the Solution;
provide and maintain updated at all times the User Manual in the English language;
yearly compile statistics on the results of the automated data exchange based on the model of statistics compiled by the relevant Council Working Group found in Annex N: Statistical Report Template;
on a regular basis, as agreed with the Contracting Authority, however not exceeding once per year, to provide further information to the Contracting Authority to assist them in drafting a report as per Council Decision 2008/616/JHA Article 21 included in Annex A: Council Decisions - Council Decision 2008/616/JHA of 23 June 2008.
25. Keep available the Test Environment, even after the Contracting Authority is in production. In addition the Test Environment must be an exact replica of the Production Environment at all times, abiding to the conditions set in Section 3.2 (Service Availability – Test Environment) in Annex J: Maintenance and Support Services including Service Level Agreements;
26. Provide a full range of services on a continuous basis to ensure the effective operation of the Solution. These services shall include but not be limited to: the necessary support services to ensure the proper functioning of the
Solution throughout the duration of the contract; and maintenance and support for 5 years as documented in Annex J: Maintenance
and Support Services including Service Level Agreements and operational services as documented in Annex I: Private Runtime Environment);
27. Comply with Good Industry Practice and adopt and lead through industry leading methodologies and project management techniques;
28. For the avoidance of doubt, the Solution and all components of the Solution, Page 136
including processes, procedures and code remarks shall be delivered in the English language;
29. Abide to the latest uptime and service levels available, which as they stand at the date of issue of the tender these include:
a. offer a service timeframe of the national EUCARIS II of 24 hours a day and 7 days a week, apart from scheduled maintenance, where the national EUCARIS II consists of the national network, the EUCARIS server, the concerning register systems and databases, and interfaces between these register systems and the EUCARIS server;
b. scheduled maintenance to be carried out on Sundays before 12.00 Greenwich Mean Time (GMT), with a maximum maintenance time of 2 hours;
c. communicate system failures as soon as noticed to the EUCARIS II Nominated Party for Operation and to communicate maintenance outside the scheduled hours via the EUCARIS helpdesk as soon as possible to all Parties;
d. establish an availability of the national EUCARIS II application of 99% on a yearly base:
i. with a maximum recovery time of less than 2 hours;ii. with a processing time by the national EUCARIS II application of 5
seconds at the most for a single request;iii. with sufficient capacity or scalability to deal with a load of 25 million
request per year, and a peak load of 5 requests per second.
30. Assistance in the evaluation procedure according to Article 20 of Council Decision 2008/616/JHA entitled - Preparation of decision according to Article 25(2) of decision 2008/615/JHA (refer to Annex A: Council Decisions - Council Decision 2008/616/JHA of 23 June 2008) comprising:
i. assistance to answer the relevant questionnaire;ii. carry out pilot run shortly before or shortly after the evaluation visit;iii. prepare material, prior to the evaluation visit, as per Annex F:
EUCARIS Evaluation;iv. handle any technical issues or other issues arising during evaluation visit
by the evaluation team;v. assistance to draw an overall report, summarising the results of the
questionnaires, the evaluation visit and the pilot run, to be presented to the Council for its decision pursuant to Article 25(2) for Decision 2008/615/JHA.
31. Comply to the Council Decision 2008/615/JHA and Council Decision 2008/616/JHA included in Annex A: Council Decisions;
32. Implement further treaties/procedures in the future, if requested by the Contracting Authority;
33. Discuss and assist other third party suppliers with the implementation of other treaties/procedures, if requested by the Contracting Authority;
34. Provide daily rates for enhancements, training, and any other additional services as deemed necessary by the Contracting Authority.
3. Assumptions and Risks
3.1 - Assumptions Underlying the Project
o None
3.2 – Risks
o Changes in the timeframes.o Changes in EU legislation related to the EUCARIS/Prüm system.
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o Changes in TM business operations, policies and procedures with a possible impact on the requirements highlighted in the tender.
4. Scope of the Work
4.1 – General
4.1.1 Project Description
Through this tender the Contracting Authority wants to procure a Solution such that:o TM can exchange vehicle-related information with all the other EU Member
States through EUCARIS;o Authorised entities can also request vehicle-related information through
EUCARIS.
The design of this Solution should take into consideration the Government of Malta ICT Policies further detailed at http://ictpolicies.gov.mt.
The Solution must be flexible enough to accommodate any future enhancements required by Contracting Authority, which may even arise due to changes in Maltese or EU legislations and policies.
The Tenderer has to note that in addition to the Solution having to abide to Private Runtime Environment (PRE) / Virtualisation principles (as specified in Annex I: Private Runtime Environment) so as to minimise data centre footprint, the Solution has to be hosted either at MITA Data Centre(s) or at Malta Transport Data Centre in Marsa.
The Contracting Authority reserves the right not to procure the hardware on the recommended specifications from the Tenderer’s submission.
4.1.2 Geographical Area to be covered
o End users of the Solution developed under this Tender span across all the EU Member States, including Malta.
4.1.3 Target Groups
o TM Top management o TM Administratorso Authorised entities o Authorised users from all the EU Member States
4.2 - Specific ActivitiesThe successful Tenderer shall be responsible for the following:
4.2.1 Business Requirements
(a) Delivery, Installation, Configuration, Implementation and TestingDelivery, Installation, Configuration, Implementation and Testing of the Solution. The Tenderer shall provide a Solution that shall be capable to:
connect to the EUCARIS Application through the sTesta network; connect to Malta’s National Vehicle Register Replica;
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connect to the Malta Police Force ICT application; connect to any other applications as requested by the Contracting Authority; offer a service timeframe of 24 hours a day and 7 days a week, apart from
scheduled maintenance; establish, as a minimum, an availability of the national EUCARIS system of
99% on a yearly base:- with a maximum recovery time of less than 2 hours- with a processing time by the national EUCARIS system of 5 seconds at
the most for a single request- with sufficient capacity or scalability to deal with a load of 25 million
requests per year, and a peak load of 5 requests per second.
The Solution shall adhere to the documentation included in Annex A: Council Decisions, Annex B: EUCARIS Documentation, Annex E: s-Testa Documentation, Annex Q: High Level ICT Blueprint and Annex K: Integration of the Police system to EUCARIS.
The Solution/services being provided must abide to all applicable Government ICT Policies and Standards as per Annex P: Policy & Standards (GMICT) - the version of the GMICT policies and standards must be the current version available between the tender publish date and tender closure date.
The Tenderer shall discuss with the Contracting Authority the detailed hosting configuration of the Solution prior the actual implementation and hence be ready to implement the agreed configuration.
The Tenderer shall install all tools available within the EUCARIS CD. The manuals of some of these tools are available in Annex C: EUCARIS Tools.
The Tenderer shall make effective use of the testing tools available in the EUCARIS installation CD and as documented in Annex D: EUCARIS Test Tools.
(b) ICT Computing Resources/Hardware (Optional)The Tenderer shall, if requested by the Contracting Authority, procure the ICT Computing Resources comprising the processing power, storage capacity, backup and archiving resources, memory and networking resources in accordance with Annex G: Architecture Requirements and Hardware Specifications as requested.
(c) National Register ReplicaThe Tenderer shall build a module in order to keep and maintain updated a replica including a subset of Malta’s Vehicle national register.
The Tenderer shall carry a one time load of relevant vehicle information followed by daily updates that will be transferred, through an adapter, in the form of an XML file(s). The time of transfer of files will be as discussed and agreed to with the Contracting Authority. The replica shall be maintained with such daily updates, including updating vehicle information and inactivating vehicles should a vehicle registration be deleted following the day it was actually registered in the national system. A history of the data shall also be maintained for querying by Member States on past dates.
The module will be built, tested and executed by the successful Tenderer. The responsibility for the maintenance of the National Register Replica lies with the same Tenderer. However, final approval of a successful maintenance of the replica will be solely granted by the Contracting Authority.
The Tenderer shall abide by Annex L: Batch Unload of Vehicle Information and Communication Procedure documented in Annex M. (d) Connection of Authorised EntitiesThe Tenderer shall discuss and assist such entities, as identified by the Contracting Authority, with a view to connect their ICT applications to the EUCARIS application where the former applications trigger requests to other Member States through EUCARIS. To date, the Malta Police Force is currently carrying out work on its ‘customised’ application to trigger requests to other Member States through EUCARIS. The Malta Police Force will modify their ICT application to automatically trigger requests to other Member States through EUCARIS. The connection of the Malta Police Force to the EUCARIS server (public
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web services) has to be secured using a server certificate. The high level business process is documented in Annex K: Integration of the police system to EUCARIS.
The Tenderer shall cooperate with the Malta Police Force, including any third party contractors, to secure the connection of the Police Force ICT application to the EUCARIS Application. The Tenderer shall undertake to carry out the same where the Contracting Authority identifies other entities having applications that require connection to the EUCARIS Application.
(e) Evaluation ProcedureThe Tenderer shall make all necessary arrangements to submit the final Solution to the Evaluation Procedure prior to the Go Live Date according to Article 20 of Council Decision 2008/616/JHA entitled - Preparation of decisions as referred to in Article 25(2) of Decision 2008/615/JHA (refer to Annex A: Council Decisions - Council Decision 2008/616/JHA of 23 June 2008). The Tenderer shall, within the timeframes requested by the Contracting Authority:
- give assistance to answer the relevant questionnaire;- carry out pilot run of the Solution for the purpose of the evaluation visit;- prepare material, prior to the evaluation visit;- handle any technical issues or other issues arising during evaluation visit by the
evaluation team;- assistance to draw an overall report, summarising the results of the
questionnaires, the evaluation visit and the pilot run, to be presented to the Council for its decision pursuant to Article 25(2) for Decision 2008/615/JHA.
The Tenderer shall follow the relevant documentation included in Annex F: EUCARIS Evaluation. (f) Track and Trace Request/Response LogsThe Tenderer shall also make provision for a component that enables it to track and trace the request/response logs. Moreover, it shall be easy for the Tenderer to map the EUCARIS logs registered on authorised entities to the corresponding ones logged in the entities’ ICT systems for a complete track and trace. The Tenderer must retain and eventually delete the request/response logs that are older than two years. These logs shall first be transferred to the Contracting Authority and then deleted.
Related to the tracking and tracing of request/response logs, the Tenderer shall take into account the Communication Procedure documented in Annex M.
(g) Hosted TechnologiesThe Solution must adhere to Private Runtime Environment (PRE) / Virtualisation principles as defined in Annex I: Private Runtime Environment. The Tenderer would be expected to remain within the Government of Malta’s Adopted Specifications policy as defined in Annex P: Policy & Standards (GMICT). The Solution must be hosted either at MITA Data Centre(s) or at Malta Transport Data Centre in Marsa. The hardware supporting the Solution may be split between a primary and secondary site; however only one sTESTA connection exists in one of the sites. The Tenderer has to ensure that the Solution proposed is scalable.
(h) Software Development ProcedureWhere the Tenderer is required to develop software, the Tenderer shall follow an appropriate software development procedure (please refer to Annex O: Software Development Lifecycle Management for MITA’s Software Development Lifecycle Procedure explained pictorially) in order to implement a Solution which satisfies the Contracting Authority’s requirements as defined in this tender. The Tenderer is also expected to be aware and follow the GMICT policies.
(i) System TestingThe successful Tenderer must carry out appropriate system testing prior to the Solution being handed over to the Contracting Authority for User Acceptance Testing. The test tools available in the EUCARIS CD provided to the Tenderer by the Contracting Authority shall be referred to. The Tenderer will be obliged to provide the necessary testing documentation (for e.g. Use Cases, Test Cases, Incident Reports etc) as a proof of how system testing went and to be able to proceed for User Acceptance Testing. The testing documentation will have to be verified and validated by the Contracting Authority.
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(j) User Acceptance Testing and Approval User acceptance testing and quality assurance testing is necessary to guarantee the final product is up to standard and meets the specifications tendered for. User Acceptance Testing is the formal means for ensuring that a new system actually meets the essential user requirements. User tests will be planned and performed based on an agreed release of the developed Solution. The Tenderer has to provide a testing environment (congruent to the live environment) for the duration of the contract, on which testing may be carried out. The Tenderer is expected to carry out any rework related to incidents raised during user acceptance testing and plan for subsequent iterations accordingly. The Contracting Authority will ultimately approve the successful completion of the user acceptance testing before proceeding to evaluation and implementation.
(k) ResponsibilitiesThe table below summarises the roles and responsibilities of the Tenderer once the contract is awarded and of the Contracting Authority leading to the implementation of the Solution (legend included below the table):
Ref. Deliverables
ResponsibilityContractor Contracting
Authority1. Architecture Blueprint P N2. Provision of the hardware, system software,
network equipment and DBMS (as and when applicable), including operating systems and software licences
P N
3. Installation, Configuration and Implementation of proposed Solution (test and production environments)
P N
4. Software Development (EUCARIS web services, National Register replica, XML process)
P N
5. National Register Replica maintenance P N6. Full documentation P N7. Project management P1 P28. Quality plan P S9. Implementation Strategy & Detailed
Implementation PlanP S
10. Test plan P S11. System testing P N12. User acceptance testing S P13. Training P N14. Provision and availability of testing and
acceptance environment, which should be kept in sync with the production environment for the duration of the contract
P N
15. Configuration of request/response logs together with tracking and tracing messages exchanged
P N
16. Collaboration and assistance to authorised entities to interface with EUCARIS
P N
17. Assistance during Evaluation procedure as per Council Decision 2008/616/JHA Article 20 in Annex A: Council Decisions - Council Decision 2008/616/JHA of 23 June 2008.
P S
18. Collaborate with other potential suppliers when indicated by the Contracting Authority
P S
19. Abidance to EU service levels P N20. Post implementation maintenance P S21. Application Software Support for Solution
provided for the duration of the contract2nd + 3rd line of support
1st line of support
22. Third Party/Contractor off the shelf Software Support for Solution provided for the duration of the contract
1st + 2nd + 3rd
line of support
N
23. Hardware Support for Solution provided for the duration of the contract
1st + 2nd + 3rd
line of N
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support24. Project Status Reports P N25. Performance and Operational Reports S P
Table 1.0
LEGEND:P: Primary responsibilityS: Supporting/Assistance responsibilityP1: Project management from the contractor’s end.P2: Overall project management, supplier management and contract management from the client’s end.N: No responsibility
(l) Training for the proposed SolutionThe Tenderer shall be responsible to provide training to such persons as identified by the Customer prior to the Go Live Date. The Tenderer shall provide training in accordance with the proposed training plan covering the following categories of persons:
a. Train the Administrator;b. Train the User.
The Tenderer shall provide training targeting the categories of persons respectively. The Tenderer shall organise the course format (e.g. workshop, presentation or otherwise) and deliver the training within the proposed timescales indicated in the training plan. The Tenderer shall make provision for any training software it intends to use.
The Tenderer shall:(i) provide trainers that are qualified in the respective course content and its
delivery;(ii) provide course materials in the English language and deliver the training in
English or Maltese; (iii) maintain course material updated throughout the term of the contract.
The Tenderer shall deliver all course material to the Contracting Authority, at least, two (2) weeks prior to the commencement of the training.
The Tenderer shall deliver the training courses, in the afternoon during the Contracting Authority’s office hours. Each training course session should not exceed four (4) hours and shall take five (5) persons. The Tenderer shall deliver the training at the premises of the Contracting Authority. Approximately there are 15 users and 5 administrators.
The Contracting Authority reserves the right to request the Tenderer to provide additional training courses as it deems necessary. In consideration for such additional work, the Tenderer shall be paid at the same rate quoted for training provided in accordance with the training plan and therefore, as indicated in the hourly rate related to the Training item as listed in the Solution Price Schedule in Volume 4.
(m) DocumentationThe Tenderer shall provide all documentation in the English language.
The documentation shall be subject to be reviewed and endorsed by the Contracting Authority, prior to the Go Live date (i.e. the deployment of the Solution on the live environment).
The Tenderer shall maintain all documentation updated for the duration of the contract, including any changes required as a result of any updates or upgrades to the Solution.
(n) Source CodeThe Tenderer shall provide copies of the latest version of the source code (of any development work carried out by the Tenderer) to the Contracting Authority within one (1) week from the Go-Live Date, an updated version of the source code and Documentation (soft copy versions) following acceptance and prior to deployment of any updates or upgrades to the Solution and at the end of each calendar year following the Go Live Date. Within one (1) week from the Go-Live Date, following acceptance, and prior to deployment of any updates or upgrades to the Solution, the Tenderer shall also provide to the Contracting Authority, together with the source code, the scripts,
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4.2.2
installation deployment instructions and any other related documentation as requested by the Contracting Authority.
The Tenderer shall, therefore, be responsible to maintain an updated copy of the source code as a safeguard to the Contracting Authority in the event that the Tenderer is unable or unwilling to provide the services during the term of the contract.
(o) Intellectual Property Rights All Intellectual Property Rights shall be licensed to the Contracting Authority on a perpetual, royalty free, and non-exclusive basis and the Contracting Authority shall have the right to use such Intellectual Property as stated in the Contract attached in Volume 2.
(p) WarrantyWhere the Contracting Authority opts to procure the ICT Computing Resources(hardware) from the successful Tenderer, the Tenderer shall also warrant any hardware products against defects in materials and workmanship for a minimum period of two (2) years from the Go Live date. The Tenderer shall enclose the options and remedies that are offered to make good for any existing defects.
Post Implementation Services
(a) Maintenance ServicesThe successful Tenderer will be expected to provide maintenance and support for a minimum of 5 years from Go Live.
- Tenderer’s Support Line Tenderers are requested to provide the following:
Support Line available 24x7 Availability of a rapid on-site support services Logging and responding to calls, i.e. Incident Recording System Categorisation of problems and escalation procedure in the event of a serious
problem
- Software MaintenanceThe Tenderer shall describe their policy on software amendments and upgrades. Accepted changes of software can be of two types of maintenance: corrective (including preventive) and enhancements. This includes both technical and functional maintenance. This maintenance must observe the requirements identified in this document and must guarantee the proper operation of the application provided.
Corrective and Preventive MaintenanceCorrective maintenance takes place upon the receipt of a report that identifies an abnormal behaviour of the application.
Corrective Maintenance is performed to correct/remove software defects in developed software code. Corrective maintenance will be activated as soon as problems are reported to the Helpdesk. Corrective maintenance is a reactive process where an error must be fixed. The time to resolve the problem is dependent on the problem severity and category described in Table 4.2.2. Corrective maintenance also relates to consequential losses suffered as a result of faults.
The incident categories and the Tenderer’s service level obligations are listed in the Table 4.2.2, however full details on the expected Service Level Agreement are given in Annex J: Maintenance and Support Services including Service Level Agreements. The times specified are based on a 24x7 system.
Severity of Incident
Problem description Response Time
Restoration Time
Resolution Time
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Critical(Priority 1)
Entire Solution or specific software module(s) unavailable, or Computing Resources are unavailable or inoperable impeding critical service provision;orBusiness critical system function or group of functions of the Software or Computing Resources are unusable, inaccessible or not operating correctly (also applies for when a group of users are not working)orBreach of Security as defined in Schedule 5 (Security Requirements)
30 minutes 1 hour 1 week
Medium(Priority 2)
Non business Critical system function or group of functions or the Software or Computing Resources are unusable, inaccessible or not operating correctly
1 hour 2 hours 2 weeks
Table 4.2.2 Problem Category, classification and resolution
Corrective Maintenance also includes preventive maintenance needed to prevent future technical and functional problems. In this context, the following should be considered (but is not limited to): changes to the data model, patching of software used (OS, database, middleware), dealing with growth database, dealing with growth in the number of requests etc. Full details of the Service are given in Annex J: Maintenance and Support Services including Service Level Agreements
Documentation (soft and hard copy) shall be kept updated with the latest changes affected.
EnhancementsEnhancements refer to functionality changes or additions to the system, as a result of evolving business requirements. Enhancements will be performed on the request of the Contracting Authority. The Tenderer is expected to provide for any new developments required by the Contracting Authority to enhance the Solution for improved functionality, efficiency and effectiveness. The Tenderer is required to quote the cost related to 1500 hours of enhancements (these maybe the result of, but not limited to, EU treaties, directives, regulations and/or council decisions and EUCARIS major version upgrades) in the Volume 4 - Financial Bid. The Contracting Authority shall avail of this amount of hours at its discretion throughout the whole duration of the contract.
Once an enhancement is identified, the Tenderer will issue a quotation to indicate the work effort and duration for the enhancement to be implemented. Prior to proceeding with the enhancement, the Contracting Authority has to approve the quotation issued by the Tenderer. In addition, Tenderers are required to maintain the same Terms and Conditions for additional enhancements that may be requested by the Contracting Authority if the allocation of 1500 hours of enhancements is utilized before the expiry of the contract. The same Terms and Conditions offered in the quotation of 1500 hours for these additional enhancements shall remain fixed for the duration of the contract.
Once implemented, enhancements will be covered under the maintenance and Page 144
4.2.3 support contract defined for the Solution. The percentage increase shall not be less favourable than the percentage quoted for the initial Maintenance and Support agreement as included in Volume 4 of this Tender. Enhancements that do not require more than 40 hours will not increase the Charges for Post Implementation Services. Where an enhancement incurs more than 40 hours work the post implementation Charge may increase subject to an agreement by the parties based on the percentage ratio as included in Volume 4 Financial Bid by the Tenderer when quoting post implementation charges in relation to the value of the Solution proposed.
Documentation (soft and hard copy) shall be kept updated with the latest changes affected.
- ICT Computing Resources Maintenance (optional)Where the Contracting Authority decides to procure the hardware from the Tenderer, Annex J: Maintenance and Support Services including Service Level Agreement shall apply.
(b) Operations ManagementTenderer shall be responsible to operate the Solution in a Private Runtime Environment (refer to Annex I: Private Runtime Environment).
Additional Services
The Tenderer shall be responsible to provide for additional services as requested by the Contracting Authority, including but not limited to:
(i) Enhancements
Refer to the previous section, 4.2.2.
(ii) Ad hoc maintenance and support, including but not limited to revision of the Business Continuity and Disaster Recovery Plan and Termination Services during the Termination Assistance Period. Ad hoc maintenance and support will be considered part of the Enhancements.
(iii) Additional Training and Knowledge Transfer
The Contractor shall be responsible to provide training sessions where new functionalities to the Solution are introduced and provide such knowledge transfer that will enable the Customer personnel to take up and carry out the normal, ongoing operation of the Services provided under this Contract, including permitting Customer Personnel to observe the operation and delivery of such Services through work shadowing.
(iv)Performance and Operational Reporting
Provision of information, when requested by the Contracting Authority, related to but not limited to the reports defined in the Council Decision 2008/616/JHA (refer to Annex A: Council Decisions - Council Decision 2008/616/JHA of 23 June 2008) Annex Chapter 4: Evaluation Section 2.1. A template of one such report is included in Annex N: Statistical Report Template.
(v) Assistance to Customer and Entities
Collaboration and Assistance to entities (not listed in this ITT) to connect software applications to the EUCARIS application and to the Contracting Authority as the need arises.
(vi)Assistance to Third Party Suppliers
Collaboration with other potential third party suppliers that may implement subsequent EU instruments.
For the provision of additional services the Tenderer is required to quote the following Page 145
hourly rates in the Price Schedule Volume 4 Financial Bid:
(a) Hourly Rate quoted under Enhancements (including Ad hoc maintenance & support) shall apply for (i) and (ii);
(b) Hourly Rate quoted under Training shall apply to (iii); (c) Hourly Rate quoted under Performance and Operational Reports shall apply for
(iv);(d) Hourly Rate quoted under Collaboration and Assistance to other potential entities
and to the Contracting Authority shall apply for (v);(e) Hourly Rate quoted under Collaboration with other potential third party suppliers
shall apply for (vi).
4.3 - Project Management
4.3.1 Responsible Body
The Tenderer will have the responsibility to set-up the organisation, resources and necessary infrastructure for the provision of all the Solution components as mentioned in this Tender in order to ensure the successful delivery and commissioning of the Solution. The requested project management activities shall include (but are not limited to):
o Produce and maintain a Quality Plan covering the activities as mentioned in the Tender
o Perform internal Quality Assurance and Quality Control activitieso Perform risk management o Alert the Contracting Authority with any risks/issues that may impact the delivery
timeframes and costs of the Solution or specific parts thereofo Co-ordinate with the Contracting Authority on a regular basis by holding
joint/bilateral meetingso Draft and produce progress reports on a regular basis as requested in section 7 of
these Terms of Reference - Reports o Maintain a detailed plan of all the deliverables, activities and services required to
fulfil the contractual obligationso Manage procurement of necessary products and services related to the Solution
Other ancillary services provided by the Tenderer shall include:o Assistance during User Acceptance Testing;o Assistance during data collation, preparation and entry; o Interfacing/integrating the Solution to existing information systems included
within the scope of this Contract;o Provide Training as described in Appendix C of Contract Schedule 2
(Implementation Plan);o Lead and work with users and technical personnel during the parameterisation
and configuration;o Provide experience in the implementation of the Solution;o Manage the process of any necessary skills transfer to the Customer and provide
knowledge transfer to the Customer’s personnel throughout the provision of the Services.
4.3.2 Management Structure
The Contracting Authority will be actively managing the following activities:
EscalationThe Contracting Authority may decide to escalate with the successful Tenderer top management for the following situations:
a) Problems are not being solved within the established time limitsb) Solution for a problem is not solved to a satisfactory level c) The support line cannot be reached by phone 24x7d) Communication with support line is not satisfactory
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e) Problems related to progress of work, training, demonstrations and related activities
f) Other urgent issues which need to be discussed immediately
Transfer of workAt the end of the contract or in case of breach, the Tenderer will handover all its activities to the Contracting Authority by:
o Producing and delivering a plan for handing over the activities, the documentation and knowledge while ensuring smooth handover/transfer
o Handing over all documentation and source codeo Providing training and support to third parties
At the request of the Contracting Authority, the Tenderer is expected to be present at the transfer and report on the transfer if requested to do so. The Contracting Authority reserves the right to ask the Tenderer to review the design documentation. The Tenderer has to comply and must organise training based on the Contracting Authority’s requirements.
The Tenderer shall adhere to Schedule 15 (Exit Management) of the Contract.
4.3.3 Facilities to be provided by the Contracting Authority and/or other parties
The Contracting Authority shall allocate key users involved in the business areas in scope of this Tender, with the responsibility of sharing their business knowledge with the Tenderer specifically with regards to the data that will be provided in the daily XML files that has to be updated in the National Register Replica and maintained by the Tenderer (section 4.2.1 (c) of these Terms of Reference) throughout the duration of the contract. The Contracting Authority might also decide to organise workshops with EUCARIS experts as it deems necessary.
5. Logistics and Timing
5.1 – Location
Throughout the duration of the project, for activities necessitating interaction with the Contracting Authority users, these should occur at the Land Transport Directorate Offices (Floriana, Malta) or at the Tenderer’s premises in Malta. The Tenderer is to bear the full cost including travelling, accommodation (if any) and provision of necessary hardware and equipment requested for the same activity.
5.2 - Commencement Date & Period of Execution
The commencement date will be the Effective Date as defined in Article 1 of the Contract.
The period of execution of the contract will be four (4) months from the Effective Date.
The Solution must go-live within four (4) months from the signing of the contract. The following is an indicative list of the deliverables and a projected timeline:
MilestoneDeliverable TO BE COMPLETED NOT LATER THAN
1 month from
signing of the
contract
2 months
from signing of the
contract
3 months
from signing of the
contract
4 months
from signing of the
contract Page 147
1.Project Initiation- Finalised Architecture
Blueprint- Quality Plan- Implementation Strategy and
Detailed Implementation Plan- Inception Report
2.National Register Replica setup- Technical Requirements and
Design- Software development
(National Register Replica, XML process)
3.Installation and Configuration- Technical Requirements and
Desgin- EUCARIS Components- Testing and production
environments
4.Development (including System Testing)
- Technical Requirements and Design
- EUCARIS web services- Test plan- Test Cases and Incident Reports- System Testing Report
5.User Acceptance Testing (UAT) & Re-work
- UAT Test Report (including incidents)
- User Acceptance Report issued by Customer
6.Training- Training Plan- Training Material- Training Delivery
7.Evaluation Procedure & Resolution of issues
8.Discussions and Assistance to authorised entities
9.Implementation 10.GO LIVE
- Full documentation
11. System Verification 3 months from Go Live12. Maintenance & Support Ongoing from Go Live for a period of 5 years
Table 5.2(a) Timeframes & Milestones
The Tenderer is required to provide a more detailed project plan (for e.g. a Gantt chart) for the milestones defined in table above and related tasks.
Payment will be linked to the achievement of the deliverables as specified in table below:
MilestoneDeliverable To Be
Completed Not Later
Than
Payment Paid Upon Implementation
1.Project Initiation- Finalised Architecture
Blueprint- Quality Plan- Implementation Strategy
1 month from signing of the
contract
Not applicable
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and Detailed Implementation Plan
- Inception Report2.National Register Replica setup
- Technical Requirements and Design
- Software development (National Register Replica, XML process)
1 month from signing of the
contract
Not applicable
3.Installation and Configuration
- Technical Requirements and Desgin
- EUCARIS Components- Testing and production
environments
1 month from signing of the
contract
Not applicable
4.Development (including System Testing)
- Technical Requirements and Design
- EUCARIS web services- Test plan- Test Cases and Incident
Reports- System Testing Report
1 month from signing of the
contract
Not applicable
5.User Acceptance Testing (UAT) & Re-work
- UAT Test Report (including incidents)
- User Acceptance Report issued by Customer
1 month from signing of the
contract
20%
6.Training- Training Plan- Training Material- Training Delivery
2 months from signing of the
contract
10%
7.Evaluation Procedure & Resolution of issues
3 months from signing of the
contract
20%
8.Discussions and Assistance to authorised entities
3 months from signing of the
contract
Not applicable
9.Implementation 4 months from signing of the
contract
Not applicable
10.GO LIVE - Full documentation
4 months from signing of the
contract
40%
11. System Verification 7 months from signing of the
contract
10%
12. Maintenance & Support Ongoing from Go Live for a period of 5
years
Payment for Maintenance and Support will be
effected annually for a period of 5 years, starting
from go-live. Such payment will be carried
out quarterly in advance. Table 5.2(b) Payment Plan
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6. Requirements
6.1 – Personnel
6.1.1 Experts
All experts who have a crucial role in implementing the contract are referred to as key experts (refer to Volume 3 Section 2 – Response Format BR 3.0). The Tenderer is expected to fill in the key experts table highlighted in Volume 1 Section 4 of this Tender: Tenderer’s Statements Section 3 – Key Experts. Tenderers are expected to compose the expert(s) profiles that will be assigned to the project. Tenderer is also expected to provide the Curriculum Vitae of all experts assigned to the project.
6.1.2 Other Experts
CVs for experts other than the key experts are examined prior to the signature of the contract. They should have been included in tenders.
The Tenderer shall select and hire other experts as required according to the profiles identified in these Terms of Reference. For the purposes of this contract, international experts are considered to be those whose permanent residence is outside the beneficiary country while local experts are considered to be those whose permanent residence is in the beneficiary country.
The Tenderer should pay attention to the need to ensure the active participation of local professional skills where available, and a suitable mix of international and local staff in the project teams. All experts must be independent and free from conflicts of interest in the responsibilities accorded to them.
The selection procedures used by the Tenderer to select these other experts shall be transparent, and shall be based on pre-defined criteria, including professional qualifications, language skills and work experience. The findings of the selection panel shall be recorded. The selection of experts shall be subject to approval by the Contracting Authority.
Note that civil servants and other staff of the Public Service of the beneficiary country cannot be recruited as experts. See sub-article 9.5 of the General Conditions attached to the Contract.
6.1.3 Support Staff and Backstopping
The Tenderer has to provide proof that he has enough personnel to carry out the project within the prescribed timeframes (Terms of Reference, Section 5.2: Commencement Date & Period of Execution).
6.2 - Facilities to be provided by the Tenderer
The Tenderer shall ensure that experts are adequately supported and equipped. In particular it shall ensure that there is sufficient administrative, secretarial and interpreting provision to enable experts to concentrate on their primary responsibilities. It must also transfer funds as necessary to support its activities under the contract and to ensure that its employees are paid regularly and in a timely fashion.
If the Tenderer is a consortium, the arrangements should allow for the maximum flexibility in project implementation. Arrangements offering each consortium partner a fixed percentage of the work to be undertaken under the contract should be avoided.
7. Reports
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7.1 - Reporting Requirements
Inception reportThe contracted Tenderer shall produce an Inception report within the first two weeks from the start of the contract. In this report, the detailed project plan and activities will be outlined, which have to be agreed with the Contracting Authority. The inception phase will enable the Tenderer and the Contracting Authority to fine tune and adapt the methodology and priorities for the realisation of the Solution described in this ITT.
This plan would be updated/modified by the Tenderer as necessary and in agreement with Contracting Authority during the course of the execution of the contract in order to ensure its timely completion.
Interim progress reportsInterim progress reports must be prepared every month until Go Live with the Solution. This is intended to be a concise report highlighting progress against plan and works in progress. The report will also include issues and risks for project management action and their status, however it is expected that these would be tackled immediately when identified, and not simply included in the report. More importantly the report will outline the detailed tasks to be carried out in the following month, meetings/consultations to be made, etc. Any checkpoint meetings will be minuted.
Final progress reportThere must be a final progress report and final invoice at the System Verification stage. The draft final progress report must be submitted at least one month before the end of the System Verification stage. The final report is to demonstrate the achievement of all objectives and results expected out of the contract.
7.2 - Submission & approval of progress reports
Two copies of the progress reports referred to in Section 7.1 must be submitted to the Contracting Authority. The progress reports must be written in English. The Contracting Authority has the authority to approve or otherwise the progress reports.
8. Monitoring and Evaluation
8.1 - Definition of Indicators
The successful Tenderer, as requested under this tender, shall produce a detailed project plan for the implementation of the whole Solution that fits within the timeframes as stipulated under this tender (Terms of Reference, Section 5.2: Commencement Date & Period of Execution); progress of work will be gauged against this project plan. The Contracting Authority reserves the right to regularly check the progress of work in relation to the project plan and escalate when slippages occur. The successful Tenderer is expected to maintain an updated project plan at all times until go live of the Solution. The Contracting Authority must always have the latest version of the project plan.
During the discussions with the authorised entities, the Contracting Authority is to be copied in any correspondence and is to be invited to attend to meetings organised between the Tenderer and the authorised entity/entities. The Tenderer shall forward the minutes of the respective meetings to the Contracting Authority.
Prior to the user acceptance testing, it is requested that testing carried out by the Tenderer are to be documented in test reports and these are made available to the Contracting Authority.
During the EU evaluation procedure, the Tenderer will be responsible to document any Page 151
issues that crop up together with the proposed resolution.
8.2 - Special Requirements
N/A
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VOLUME 3 SECTION 2 – TENDERER’S TECHNICAL OFFER
To be completed by the tenderer
RESPONSE FORMATPage 153
Response Requirements
Tenderers are requested to submit their response as stated below.
The preparation of the response by the Tenderer should be made within the parameters set in this ITT and also its supporting appendices.
The Contracting Authority reserves the right to request the Tenderer to substantiate claims for the delivery and performance of the proposed services, including references to similar contracts supporting the performance claimed by the Tenderer will be made. Any costs in providing such information shall be borne by the Tenderer.
In addition, the mandate and capability of the Tenderer to undertake the necessary commitments may be verified and assessed. This may include inspection of the Tenderer’s facilities prior to award of the ITT. Interviews may be conducted during the inspection with key Tenderer’s management and technical staff.
The Tenderers may be requested to make a presentation of its submission.
The Contracting Authority reserves the right to disqualify a prospective Tenderer, when the Tenderer is proven to have submitted incorrect information.
Comments are expected not to exceed more than half a page of an A4.
Tenderers that do not meet the Minimum Requirements, as listed in Part 1 – Minimum Requirements, will not be considered further.
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Tenderers must complete all of Part 1 – Minimum Requirements.
Part 1: Section A – The Tenderer (Minimum Requirements)Section A – The Tenderer
Ref. Description of Information Minimum Requirements Provided /Not Provided
Statement(Statements are not expected to exceed more than half a page of an A4. If need be, please include the most relevant information here and then include any other relevant information in an Annex, making reference to it from here.)
Tenderers must complete all Parts.
When shaded leave blank
T 1.0 Tenderer is to demonstrate how the services and Solution provided will help the Contracting Authority to meet the high level business objectives.
Provide a written statement showing how all 8 specific objectives outlined in Volume 3 Section 1 - Section 2.2 Specific Objectives can be met.
T 2.0 Tenderer is ready to accept the proposed Terms and Conditions of the Contract as included in this ITT and all its annexes.
Provide written statement showing the Tenderer has read, understood and accepts to be bound by the terms and conditions of the Contract as included in this ITT and all its annexes.
T 3.0 Tenderer is to state clearly whether the proposal covers ALL supplies and services being requested in this ITT and all its annexes.
Confirm that the supplies and services outlined in Volume 3 Section 1 – Section 2.3 Results to be Achieved by the Tenderer will be achieved by the Tenderer.
T 4.0 The Tenderer is to guarantee the minimum warranty period for the Solution.
Provide a clear statement detailing the warranty being provided, which must be in line with the Contract Article 4.41. As a minimum the Tenderer must provide 2 years warranty.
T 5.0 Project TimelineThe Tenderer is required to provide a more detailed project plan (for e.g. a Gantt chart) for the milestones and related deliverables defined in the table 5.2(a) included under Volume 3
Provide a more detailed project plan identifying specific timelines for each of the deliverables listed under the different Milestones. In the response the Tenderer must confirm adherence to the timeframes in Volume 3 Section 1 – Section 5.2 and detail the human
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Part 1: Section A – The Tenderer (Minimum Requirements)Section A – The Tenderer
Ref. Description of Information Minimum Requirements Provided /Not Provided
Statement(Statements are not expected to exceed more than half a page of an A4. If need be, please include the most relevant information here and then include any other relevant information in an Annex, making reference to it from here.)
Tenderers must complete all Parts.
When shaded leave blank
Section 1 – Section 5.2 Commencement Date & Period of Execution.
resources that the Tenderer will allocate for each deliverable.
T 6.0 Design, Delivery, Installation, Configuration, Implementation, Support and Management Services
Provide information regarding the dependence on other entities and the ability to maintain and upgrade the Services in the event that such relationships are, during the course of the Contract, terminated for whatever the reason.
Provide a commitment by the Tenderer that, in such events, the Solution will remain operational at all times throughout the duration of the Contract and that the Tenderer will continue to provide the Services in accordance with the terms of the Contract.
T 7.0 Provide written documentation showing that the Tenderer has already delivered, installed, configured, implemented and provided support and management services for similar solutions to the one being proposed by the Tenderer for this ITT.
Submit information on at least two (2) similar solutions, where the Tenderer had a leading role, for values not less than €0.25 million which were successfully delivered by the Tenderer in these past five (5) years.
The solutions should be at least similar in terms of: being web based; deals with message handling; has a database connection; implements a number of web
services;
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Part 1: Section A – The Tenderer (Minimum Requirements)Section A – The Tenderer
Ref. Description of Information Minimum Requirements Provided /Not Provided
Statement(Statements are not expected to exceed more than half a page of an A4. If need be, please include the most relevant information here and then include any other relevant information in an Annex, making reference to it from here.)
Tenderers must complete all Parts.
When shaded leave blank
connects to a secure TCP/IP network channel;
interfaces with other applications.
Tenderer is to provide: the respective list of clients for
which the above services have been provided;
a letter of recommendation from the same clients specifying: (i) sites and dates (implementation start and end dates) where solutions are implemented, (ii) the services received from the same Tenderer, and (iii) the value of the solution.
T 8.0 Tenderer’s proof regarding the knowledge of IT related EU instruments or projects of the project team allocated throughout the duration of the contract.
Provide written documentation demonstrating that at least one (1) resource from the project team has knowledge of IT related EU instruments or projects.The documentation should specify the EU instrument or project and the period during which time the resource acquired such knowledge.
T 9.0 Tenderer’s procedures to handle the remote incident and problem management resolution.
Demonstrate that the Tenderer’s procedures can handle the SLA targets set and included in Annex J: Maintenance and Support Services including Service Level Agreements.
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Part 1: Section A – The Tenderer (Minimum Requirements)Section A – The Tenderer
Ref. Description of Information Minimum Requirements Provided /Not Provided
Statement(Statements are not expected to exceed more than half a page of an A4. If need be, please include the most relevant information here and then include any other relevant information in an Annex, making reference to it from here.)
Tenderers must complete all Parts.
When shaded leave blank
T 10.0 ContractualTenderer to provide all system components to the Contracting Authority; specifically referring to source code, knowledge transferred, methodologies, intellectual properties or related materials, products, equipment, licenses and/or services, related documentation and architecture, et al.
Confirm that the Tenderer will grant to the Contracting Authority exclusive rights including Intellectual Property Rights on bespoke changes that will apply for (i) the setup and maintenance of the National Vehicle Register replica, (ii) web services setup and development, and (iii) any modified components/customisations in accordance with Article 8 of the Contract (Intellectual Property Rights)
T 11.0 All licences being provided as part of the Solution shall be granted in the name of the Government of Malta, perpetual, royalty free and non-exclusive licences and not linked to any other condition.
Provide a written statement that the Tenderer will provide licenses for third party and/or Contractor off the shelf software in the name of the Government of Malta, that are perpetual, royalty free and non-exclusive in accordance with Article 8 (Intellectual Property Rights) and Schedule 3 (License Terms) of the Contract. The Tenderer shall not add any other conditions to the licenses.
T 12.0 The Contracting Authority will have perpetual use of the Solution being provided.
Provide a written statement by the Tenderer committing that the Contracting Authority shall have perpetual use of the Solution in case of termination of the agreement or breach of the contract.
T 13.0 The Tenderer shall ensure to maintain version control of the source code, scripts, installation
Provide a written statement on how the Tenderer will:
maintain a version control for
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Part 1: Section A – The Tenderer (Minimum Requirements)Section A – The Tenderer
Ref. Description of Information Minimum Requirements Provided /Not Provided
Statement(Statements are not expected to exceed more than half a page of an A4. If need be, please include the most relevant information here and then include any other relevant information in an Annex, making reference to it from here.)
Tenderers must complete all Parts.
When shaded leave blank
deployment instructions and any other related documentation.
the Solution requested in this ITT to track Updates and Upgrades as defined in Article 1 of the Contract (Definitions);
provide copies of the latest version of the source code (of any development work carried out by the Tenderer) to the Contracting Authority within one (1) week from the Go-Live Date, an updated version of the source code and Documentation (soft copy versions) following acceptance and prior to deployment of any updates or upgrades to the Solution and at the end of each calendar year following the Go Live Date. Within one (1) week from the Go-Live Date, following acceptance, and prior to deployment of any updates or upgrades to the Solution, the Tenderer shall also provide to the Contracting Authority, together with the source code, the scripts, installation deployment instructions and any other related documentation as requested by the Contracting Authority in
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Part 1: Section A – The Tenderer (Minimum Requirements)Section A – The Tenderer
Ref. Description of Information Minimum Requirements Provided /Not Provided
Statement(Statements are not expected to exceed more than half a page of an A4. If need be, please include the most relevant information here and then include any other relevant information in an Annex, making reference to it from here.)
Tenderers must complete all Parts.
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accordance with Article 8 (Intellectual Property Rights) of the Contract.
T 14.0 Before going in Production Tenderer to provide assistance in the evaluation procedure according to Article 20 - Preparation of decisions as referred to in Article 25(2) of Decision 2008/615/JHA (refer to Annex A: Council Decisions – Council Decision 2008/616/JHA of 23 June 2008) as per evaluation procedure found in Annex F: EUCARIS Evaluation.
Confirm that the Tenderer will: provide assistance to answer the
relevant questionnaire; carry out pilot run shortly before
or shortly after the evaluation visit;
prepare material, prior to the evaluation visit;
handle any technical issues that might crop up during evaluation visit by the evaluation team;
assist and draw an overall report, summarising the results of the questionnaire, the evaluation visit and the pilot run, to be presented to the Council for its decision pursuant to Article 25(2) of Decision 2008/615/JHA.
T 15.0 Technology Refresh Tenderer is to include a proposal for a technology refresh programme, covering all hardware (if applicable), software and any new licences to be provided with the Solution.
Provide a proposal on how the Tenderer will carry out the technology refresh programme till the duration of the Contract, subject to approval by the Contracting Authority for the implementation of any upgrades. If upgrades are implemented, these will be charged through a separate quote provided by the Tenderer, under the terms and conditions of this Contract.
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T 16.0 The Tenderer shall hold all meetings and presentations in Malta.
Provide a written statement by the Tenderer committing that the Tenderer will hold all meetings and presentations to the Contracting Authority, related to the Solution as requested in this ITT, in Malta.
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TR 1.0 Solution – Environment BlueprintProvide, while explaining the technical specifications and purpose for each of the proposed Solution’s components, the architecture blueprint/diagram of the Solution Environment that can handle both a Production Environment and Test Environment.
Provide the architecture blueprint of the Solution Environment that can handle both a Production Environment and Test Environment which takes into account and adhere to: Annex M: Communication
Procedure, encryption if component extends
outside the EUCARIS-domain, the National Register Replica which
must reside on a separate server/environment other than that where the EUCARIS application will be installed and configured, and
Annex J: Maintenance and Support Services including Service Level Agreements.
Include also in the blueprint/diagram: the technical specifications and
purpose for each of the proposed Solution’s components
the flow of information security measures, indicating clearly
the SSL tunnel and where this will be ended
a reference to the communication external to the EUCARIS-domain.
Note: If there will be more than one
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instance of EUCARIS, then all the instances should be connected to the same instance of the National Register Replica.
TR 2.0 Solution - EUCARIS ToolsThe Tenderer must commit to install all tools available in the EUCARIS version that will be installed.
Confirm that the Tenderer will provide installation of ALL tools, included in the EUCARIS installation CD that will be provided on Contract signature. (Documentation of some of these tools in the EUCARIS installation CD can be found in Annex C: EUCARIS Tools.)
In addition, the Tenderer must confirm the provision of installation of any other tools requested by the Contracting Authority.
TR 3.0 Solution – InteroperabilityThe Tenderer is to indicate which standards, or equivalent, the proposed Solution meets.
Complete and commit to the “Interoperability Standards Questionnaire” which is included in Annex H: Interoperability Standards in this ITT.
TR 4.0 Solution – Data Centre Footprint Written statement by the Tenderer that the proposed Solution utilizes the minimum data centre footprint.
- Confirm that the Solution proposed by the Tenderer abides to the virtualisation principles as described in Annex I: Private Runtime Environment.
- Complete Annex G: Architecture Requirements
- Complete the table in Volume 1 Section 4 Tenderer’s Statements, (“4. Literature”)
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reflecting the Architecture blueprint provided under TR 1.0.
In the response, the Tenderer must identify separately test and production environments of the proposed Solution.
TR 5.0 Solution – Access to MITA Components Tenderer’s commitment to provide a solution that access any of the MITA components through adapters.
Confirm that where the proposed Solution requires access to any MITA components such access will take place by means of adapters as set out in Annex I: Private Runtime Environment.
TR 6.0 Solution - CapabilitiesTenderer’s commitment to provide a solution that meets the capabilities requested.
Confirm adherence to the SLAs, as indicated in Annex J: Maintenance and Support Services including Service Level Agreements, and adherence to ITT Volume 3 Section 1 - Section 4.2.1(a) with respect to:
Availability; Recovery time; Response times; Transaction rates; Throughputs; Queue processing times; Volumetrics; Load balancing, considering
flexibility for growth.TR 7.0 Solution – Data Integrity
and Audit Tenderers are to state how
Provide proof by explaining how the integrity of the data processed by the Solution in the production environment is
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the integrity of the data in the production environment is not compromised.
not compromised for the duration of the contract.
In the response, the Tenderer must refer to the necessary audit mechanisms that the Tenderer will implement for the data residing both in the National Register Replica and EUCARIS environment.
The Tenderer must also confirm that audit logs are not amended or deleted, that they are stored in a secure environment, that reports on audit logs are exportable, and that the system shall keep the appropriate security roles for the audit logs as per Schedule 5 (Security Requirements) of the Contract.
TR 8.0 Solution – Setup Location Tenderer shall host the proposed Solution, both test and production environment, at the Contracting Authority’s preferred location.
Confirm that the Tenderer shall set up the test and production environments either at MITA Data Centre(s) or Malta Transport Data Centre in Marsa, with the possibility that the environment may be split between a primary and secondary site.
TR 9.0 Solution – Components’ Knowledge The Tenderer’s confirmation that the persons that will be assigned a role in this project have already installed,
Provide a written statement, including for each person that will be assigned a role in the project :- the Solution component/s and work
assigned to the person on the project requested in this ITT; and
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configured, maintained and supported the components included in the proposed Solution.
- on which project(s) the person has already carried out the same work (provide the following details: projects, dates and place of work) including at least a total of one (1) year experience not necessarily with the Tenderer’s organisation.
As a minimum, the Tenderer must provide the above information in relation to the following Solution components: Web services development connection with s-Testa - a generic
s-Testa documented in Annex E: s-Testa Documentation (the person/s assigned this work can have the requested experience either with s-Testa or a secure TCP/IP network channel)
installation and configuration of equipment.
TR 10.0 Solution - Scalability The proposed Solution shall be scalable.
Provide a commitment by the Tenderer to provide a Solution that is scalable at least in terms of: volumetrics, inclusion of additional technical and
functional requirements to include new treaties/procedures,
new SLAs.
TR 11.0 Solution – Future Releases Commitment that all
Confirm that the parameterisation and customisation that the Tenderer will
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approved parameterisation and customisation shall not prevent, inhibit or compromise Contracting Authority’s ability to implement future releases of the EUCARIS Application, bespoke software and any other component being supplied under this Tender, without deterioration to the service and functionality.
carry out on the proposed Solution shall not compromise the implementation of future releases, without deterioration to the service and functionality.
TR 12.0 Solution – Hosting Setup Terms and Conditions Commitment to abide to the hosting setup terms and conditions.
Confirm adherence to the terms and conditions as per Annex I: Private Runtime Environment.Note: Should the Contracting Authority instruct the Tenderer to host the Solution at Malta Transport Data Centre in Marsa, then the responsibilities of MITA referred to in Annex I will be taken over by the Contracting Authority.
TR 13.0 Solution – Hosting ConfigurationCommitment to discuss with the Contracting Authority the detailed hosting configuration of the Solution prior the actual implementation and commitment to implement the agreed configuration.
Provide a written statement by the Tenderer committing: to discuss with the Contracting
Authority the detailed hosting configuration of the Solution prior the actual implementation; and
to implement the agreed configuration.
TR 14.0 Solution/Services being Confirm that the Solution/Services being
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provided – Government ICT Policies and StandardsCommitment to abide to all applicable Government ICT Policies and Standards as per Annex P: Policy & Standards (GMICT).
provided shall abide to all applicable Government ICT Policies and Standards as per Annex P: Policy & Standards (GMICT) - the version of the GMICT policies and standards must be the current version available between the tender publish date and tender closure date.
TR 15.0 Solution – Other Infrastructural Setup Commitment to transfer the Solution to a different infrastructural setup.
Confirm that the Tenderer has the capacity in terms of human resources to provide the services necessary to transfer the Solution proposed to a different infrastructural setup if the need arises and at the discretion of the Contracting Authority.
TR 16.0 National Register Replica – XML Files Tenderer to abide to the documentation of the National Register Replica XML files as defined by the Contracting Authority.
Provide a written statement by the Tenderer committing to abide to the documentation as defined in Annex L: Batch Unload of Vehicle Information and committing to develop the XML file process that will load the data from the provided XML files in the National Vehicle Register replica.
TR 17.0 National Register Replica – Data Rectification (sent by Malta)The Tenderer must follow the Communication Procedure, Annex M, to track, trace and notify the Contracting Authority of any data sent
Confirm that the Tenderer will abide to the Communication Procedure as defined in Annex M or an updated Communication Procedure as provided by the Contracting Authority.
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from the National Register Replica that was rectified (reversed changes to vehicles, including deactivation).
TR 18.0 Data Rectification (received by Malta)The Tenderer must follow the Communication Procedure, Annex M, to proceed with tracking and tracing users who requested data, reported by the Contracting Authority as incorrect, and notify the Contracting Authority of such users.
Confirm that the Tenderer will abide to the Communication Procedure as defined in Annex M or an updated Communication Procedure as provided by the Contracting Authority.
TR 19.0 National Register Replica – Data Exchange Use of data should be within its scope.
Confirm that the Tenderer shall use all data solely for the purpose of the provision of the services in this ITT, in accordance with Article 19 (Confidentiality of Data) of the Contract.
TR 20.0 Communication with Authorised Entities Potential Entities triggering requests through EUCARIS
Confirm that the Tenderer will assist entities, identified by the Contracting Authority, to connect with the EUCARIS Application through their ICT applications where the latter applications automatically trigger requests to other Member States through EUCARIS.
TR 21.0 Software Development Software development methodology.
Confirm that the Tenderer shall follow the SDLC methodology or equivalent for the purpose of providing the services on
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this ITT (as a guide, refer to MITA Software Development Lifecycle Management as per Annex O).
Where the Tenderer proposes an alternative to the SDLC methodology, the Tenderer shall provide details on the alternative methodology implemented by the Tenderer.
Refer to two (2) projects, for values not less than €0.25 million, which were successfully delivered by the Tenderer in these past five (5) years using the methodology that will be applied by the Tenderer in this project. In the response the Tenderer must provide for each project: the name of the project and description and the client contact details, should the Contracting Authority want to verify that the work was carried out.
TR 22.0 Maintenance and Support - System Support Services Service management standard.
Confirm that the Tenderer will follow and abide to ITIL Service Management Standard or equivalent.
Where the Tenderer proposes an alternative to the ITIL standard, the Tenderer shall provide details on the alternative standard implemented by the Tenderer.
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Refer to two (2) projects, for values not less than €0.25 million, which were successfully delivered by the Tenderer in these past five (5) years using the service management standard that will be applied by the Tenderer in this project. In the response the Tenderer must provide for each project: the name of the project and description and the client contact details, should the Contracting Authority want to verify that the work was carried out.
TR 23.0 Network – s-Testa Connection The Tenderer provides a Solution that will connect to s-Testa.
Confirm that the Solution will connect to s-Testa (refer to Annex E: s-Testa Documentation) that is available through the Maltese Government Infrastructure (refer to Annex Q: High Level ICT Blueprint) to receive and send information to other Member States via this secured private TCP/IP network channel.
TR 24.0 Security - End Point Security SoftwareThe Tenderer is to provide detail on the End Point Security Software.
Provide:a) name of product ;b) the features of the software;c) the procedure for handling zero-day
attacks;d) the frequency of the updates for the
end point security software and the procedure for installing such updates;
e) the configuration of the end point
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security software.
Furthermore, the Tenderer is to guarantee that the end point security software to be provided by the Tenderer is compatible with the end point security software as detailed in Government’s PC configuration standard in Annex P: Policy & Standards (GMICT). The version of the GMICT policies and standards must be the current version available between the tender publish date and tender closure date.
TR 25.0 Security RequirementsCompliance to Security Requirements
Confirm that the Tenderer shall abide in full to Schedule 5 (Security Requirements) as found in the Contract.
In addition, the Tenderer shall provide the following:
The Tenderer Information Security Policy;
A Server Hardening Policy; and The Tenderer Tele-working
Procedure in cases where the personnel of the Tenderer will provide the services from outside the premises of the Tenderer.
Furthermore, the Tenderer shall give the necessary details of the automated tool
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to be used by the Tenderer to assess the Solution against security threats.
TR 26.0 ProceduresThe Tenderer is to provide details on certain procedures as defined under the PRE principles
Provide the procedures that the Tenderer will follow to fulfil the obligations as set out in Annex I: Private Runtime Environment:- Back-up procedure and the time-
table to be followed for back-up purposes
- Change Management Procedure to be adopted
- Patch Management Procedure to be adopted
TR 27.0 Production National Register Replica
Confirm that the Tenderer shall not make or keep copies of the Production National Register Replica and that it shall not use such register replica for development and testing purposes unless approved by the Contracting Authority.
TR 28.0 National Register Replica Development/Test Data
Confirm that the Tenderer shall not make or keep copies of the Development/Test National Register Replica outside the EUCARIS environment and that this development/test data register replica shall not be used in the production environment.
TR 29.0 Production/Development/Test Data
Confirm that the Tenderer shall not use any data pertaining to the Contracting
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Authority, including data arising out of the Solution, or copies thereof outside the EUCARIS environment.
TR 30.0 Production/Development/Test Data
Confirm that the Tenderer shall not transfer any data pertaining to the Contracting Authority, including data arising out of the Solution, or copies thereof to Third Parties without prior written consent of the Contracting Authority.
TR 31.0 Production/Development/Test Data
Provide a written statement by the Tenderer committing to keep any data pertaining to the Contracting Authority, including data arising out of the Solution, or copies thereof and all backups in a safe environment.
TR 32.0 Environment Confirm that the Tenderer shall maintain a secure EUCARIS environment, as a minimum, by: Keeping track of who has access to
the EUCARIS environment; Providing access from a controlled
environment; Audit the access to the environment
and provide such audits to the Contracting Authority, when requested.
TR 33.0 Access Control Policy to the Solution
Provide an access controlpolicy for: the components, National Register Replica,
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request/response logs, XML files, the functionality of triggering
requests.
The Tenderer shall also commit that any access of the above shall have prior written consent of the Contracting Authority.
TR 34.0 User Accounts to access the EUCARIS website
On the one hand, confirm that the Tenderer shall create user accounts on the test environment, including permissions, only upon consent from the Contracting Authority. On the other hand, confirm that the Tenderer shall not create any user accounts and grant permissions on the production environment and has to contact the Contracting Authority to provide the Tenderer access to EUCARIS website for the provision of maintenance purposes.
TR 35.0 Prüm Treaty and Council Decisions
Confirm that the Tenderer shall implement the following security measures mentioned in the Prüm Treaty and Council Decision 2008-616-JHA (refer to Annex A: Council Decisions - Council Decision 2008/616/JHA of 23 June 2008):- Annex Chapter 3: Section 2:- pages
64-66
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- Annex Chapter 3: Section 3.2.5:- pages 69-70
TR 36.0 Request/Response Logs Deletion
Confirm that the Tenderer shall transfer to the Contracting Authority request/response logs older than two (2) years and, subsequently, to delete such logs at its end and that the logs shall be transferred to the Contracting Authority in soft copy in CSV and XML format.
TR 37.0 Deliverables and Services Delivery, Installation, Configuration and Implementation
Provide a written statement by the Tenderer committing to cater for the delivery, installation, configuration and implementation of the technology components in the proposed Solution following the documentation provided in Annex B: EUCARIS Documentation.
TR 38.0 Delivery, Installation, Configuration and Implementation
Provide a written statement by the Tenderer committing to abide to the following:- the installation procedure used by
the Tenderer is not fixed but variable and the parameters (such as file locations) are configurable;
- software components (Major Releases, hot-fixes and service-packs) are installable independent of the sizing of the system. Sizing parameters such as middleware configuration, database size, memory settings, etc must not be fixed;
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- new functionality requested must always take into account the impact on the existing Solution. At no time must new functionality create an error on existing functionality.
The above conditions apply both to technical and functional issues. For instance, after an upgrade of the database (technical) historic information on disk must be viewable in the upgraded system. After the addition of an extra table in the database (functional) historic information must remain viewable in the new system.
TR 39.0 Flexible Integration and Interface Capabilities
Provide a written statement by the Tenderer committing to provide a Solution characterising flexible integration and interfacing capabilities with other key applications.
TR 40.0 Parameterisation and Configuration
Provide a written statement by the Tenderer committing to lead the parameterisation and configuration and produce the necessary documentation and work with the Contracting Authority in the process.
TR 41.0 Quality assurance systems to the deliverables and services requested in this tender
Provide a written statement by the Tenderer committing to apply quality control and quality assurance processes to the deliverables and services
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requested as per Articles 6.1 and 6.2 of the Contract and Volume 1 Section 7 Form 5 – Quality Assurance System/s of this ITT.
TR 42.0 Test Plan Provide a test plan overview for User Acceptance Testing that will be applied by the Tenderer in this project. The plan must cover the points from Article 6.3(a) to (i) of the Contract.
TR 43.0 Testing Provide a written statement by the Tenderer committing to abide to the testing procedures as required for Government Systems provided in Contract Article 6: Testing, and also to abide to: perform testing by making effective
use of the testing tools available in the EUCARIS installation CD and as documented in Annex D: EUCARIS Test Tools,
provide the Test Cases and Incident Reports to the Contracting Authority as a proof of how the Tenderer’s system testing went, where the Test Cases shall handle, but not be limited to, the questions that will be tackled during the EU evaluation procedure as per Annex F: EUCARIS Evaluation,
lead and assist the Contracting Authority during user acceptance
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testing, test the connection with entities
identified by the Contracting Authority whose ICT applications will be connected to EUCARIS.
TR 44.0 Training Assistance Provide a written statement committing to provide training and include in the response a training plan for the following courses:a) train the administratorsb) train the usersIn the response the Tenderer must take note of the timeframes requested in Volume 3 Section 1 - Section 5.2 – Commencement Data & Period of Execution.
TR 45.0 Training Assistance Provide the following details for each type of course provided:- the name, surname and position of
the person/s appointed by the Tenderer for each course. In addition the Tenderer must detail the qualification or experience of such persons appointed in relation to the course content and its delivery to the trainees.
- a written statement by the Tenderer committing to:
provide and maintain updated, for the term of the Contract, the
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course material, provide course material in English
and make it available in both hard and soft copy,
deliver lessons in Maltese or English,
deliver courses during the Contracting Authority’s office hours, in the afternoon,
maintain each course session within 4 hrs,
admit only 5 trainees per class, deliver the training at the premises
provided by the Contracting Authority,
send all course material for administrators and users to the Contracting Authority for review, at least two (2) weeks prior the beginning of the training.
TR 46.0 Additional Training Provide a written statement committing to provide additional training, if requested by the Contracting Authority, according to the same terms and conditions referred to in the preceding question and accept to charge additional fees based on the hourly rate provided for this ITT and included in Volume 4 Financial Bid.
TR 47.0 Solution Documentation Provide a written statement by the
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Tenderer committing to provide and maintain updated, throughout the whole contract period, in the English language, the Technical Requirements and Design and the Technical and Operations Manuals including, but not limited to, the steps followed during the installation, configuration, and implementation of the Solution. This documentation must be made available in hard and soft copy.
TR 48.0 Administrator and User Manuals
Provide a written statement by the Tenderer committing to provide and maintain updated, throughout the whole contract period, in the English language, the Administrator and User Manuals. This documentation must be made available in hard and soft copy.
TR 49.0 Coding Remarks / Error Logs Provide a written statement by the Tenderer comitting to write code remarks and error logs in English.
TR 50.0 Documentation Provide a written statement by the Tenderer committing to grant the right of use, in accordance with Article 8 (Intellectual Property Rights) of the Contract, to the Contracting Authority and for the Contracting Authority to provide the below listed documentation to any other Third Party as it deems necessary: the Technical Requirements and
Design;
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the Technical Manual; the Operations Manual; the Administrator and User Manuals; the Training course material.
The Tenderer must also commit to maintain a version control of the above documentation.
TR 51.0 Certificate of Origin Provide a written statement by the Tenderer committing to provide a Certificate of Origin for the hardware provided according to the hardware specifications detailed by the Tenderer.
TR 52.0 Maintenance and Support – Solution Maintenance
Provide a written statement by the Tenderer committing to implement the Maintenance and Support services as defined in Annex J: Maintenance and Support Services including Service Level Agreements.
TR 53.0 Maintenance and Support – Duration
Provide a written statement by the Tenderer committing to provide maintenance and support for 5 years on all the components that support the Solution.
TR 54.0 Maintenance and Support - Solution Support Services
Provide a written statement by the Tenderer committing to implement any configuration updates within three (3) working days, or longer period with prior approval of the Contracting Authority, that the Tenderer is notified of the
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Part 1: Section B – Technical Requirements (Minimum Requirements)Section B – Technical Requirements
Ref. Description of Information Minimum Requirements Provided /Not Provided
Statement(Statements are not expected to exceed more than half a page of an A4. If need be, please include the most relevant information here and then include any other relevant information in an Annex, making reference to it from here.)
Tenderers must complete all Parts.
When shaded leave blank
update once the Solution is in productionTR 55.0 Maintenance and Support -
Solution Support ServicesProvide a written statement by the Tenderer committing to provide the Contracting Authority with an impact assessment related to a EUCARIS version update, within five (5) working days that the Tenderer is notified of the update by the Contracting Authority. The Tenderer must also commit to deploy the update within such time as requested by the Contracting Authority, depending on the complexity of the version update.
TR 56.0 Maintenance and Support - Solution Support Services
Provide a written statement by the Tenderer committing to the response, restoration and resolution times set for the service levels and service availability as defined in Annex J: Maintenance and Support Services including Service Level Agreements.
TR 57.0 Maintenance and Support - Solution Support Services
Provide a written statement by the Tenderer committing to: provide post implementation services
on a 24x7 basis apply monitoring mechanisms as
included under Annex I: Private Runtime Environment
use Transport Malta’s helpdesk system for the logging of incidents.
TR 58.0 Maintenance and Support – Solution Support Services
Provide a written statement by the Tenderer committing to provide
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Part 1: Section B – Technical Requirements (Minimum Requirements)Section B – Technical Requirements
Ref. Description of Information Minimum Requirements Provided /Not Provided
Statement(Statements are not expected to exceed more than half a page of an A4. If need be, please include the most relevant information here and then include any other relevant information in an Annex, making reference to it from here.)
Tenderers must complete all Parts.
When shaded leave blank
maintenance and support subject to the following conditions: Unscheduled downtime – to abide to
the response, restoration and resolution timeframes depending on the incident prioritisation as defined in Annex J: Maintenance and Support Services including Service Level Agreements. The Tenderer shall communicate unscheduled downtime to the Contracting Authority and to all Member States via the EUCARIS Helpdesk, as soon as noticed.
Scheduled downtime – the Tenderer shall inform the Contracting Authority two (2) days before the planned scheduled downtime and proceed if granted permission. The Tenderer shall also inform the EUCARIS Nominated Party for Operation two (2) days before the planned scheduled downtime. Scheduled downtime should have to be carried out on Sundays before 12.00 hours Greenwich Mean Time (GMT), with a maximum maintenance time window of 2 hours.
TR 59.0 Maintenance and Support - Test Environment
Provide a written statement by the Tenderer committing to abide to the following Test Environment conditions: The Test Environment must be a
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Part 1: Section B – Technical Requirements (Minimum Requirements)Section B – Technical Requirements
Ref. Description of Information Minimum Requirements Provided /Not Provided
Statement(Statements are not expected to exceed more than half a page of an A4. If need be, please include the most relevant information here and then include any other relevant information in an Annex, making reference to it from here.)
Tenderers must complete all Parts.
When shaded leave blank
replica of the Production Environment during the whole contracting period;
The Test Environment must have a maximum downtime period of not more than one (1) working day: the frequency of such downtimes shall not exceed ten (10) working days per year during the whole contracting period. The Tenderer shall inform the Contracting Authority eight (8) business hrs before the planned testing environment downtime and proceed only if approved by the Contracting Authority.
TR 60.0 Maintenance and Support - Reports
Provide a written statement by the Tenderer committing to provide information, when requested by the Contracting Authority, related, but not limited, to the reports defined in the Council Decision 2008/616/JHA (refer to Annex A: Council Decisions - Council Decision 2008/616/JHA of 23 June 2008) Annex Chapter 4: Evaluation Section 2.1. A template of one such report can be found in Annex N: Statistical Report Template.
TR 61.0 Maintenance and Support – Post-implementation
Provide a written statement by the Tenderer committing to provide the line of support in accordance with the roles and responsibilities defined in Table 1.0 in Volume 3 Section 1 - Section 4.2.1
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Part 1: Section B – Technical Requirements (Minimum Requirements)Section B – Technical Requirements
Ref. Description of Information Minimum Requirements Provided /Not Provided
Statement(Statements are not expected to exceed more than half a page of an A4. If need be, please include the most relevant information here and then include any other relevant information in an Annex, making reference to it from here.)
Tenderers must complete all Parts.
When shaded leave blank
(k), points 20 to 23 (inclusive) of this ITT. TR 62.0 Maintenance and Support –
following any updates and/or upgrades to the Solution
Provide a written statement by the Tenderer committing to continue to provide maintenance and support on the same terms and conditions of Annex J –Maintenance and Support Services including Service Level Agreements, following any updates and/or upgrades. The Tenderer shall also commit to accept that an increase in the post implementation charges will only take place where an enhancement incurs more than 40 hours work, based on the percentage ratio as included in Volume 4 Financial Bid by the Tenderer when quoting post implementation charges in relation to the value of the Solution proposed.
TR 63.0 Hardware Failure Provide the media disposal policy that the Tenderer will adopt in case of data storage medium failure that conforms to requirement (o) of Appendix A, Security Controls of Schedule 5 (Security Requirements) of the Contract. In the response the Tenderer must also confirm to undertake to modify this policy whenever requested by the Contracting Authority.
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Part 1: Section C Business Requirements (Minimum Requirements)Section C – Business Requirements
Ref. Description of Information Minimum Requirements Provided /Not Provided
Statement(Statements are not expected to exceed more than half a page of an A4. If need be, please include the most relevant information here and then include any other relevant information in an Annex, making reference to it from here.)
Tenderers must complete all Parts.
When shaded leave blank
BR 1.0 Third Party / Contractor off the shelf Software and Hardware proposed by Tenderer
Provide a written statement by the Tenderer committingthat the hardware and Third Party/ Contractor off the shelf Software products being proposed for the Solution by the Tenderer, carry a trade name which has been used as a marketing tool by the Manufacturer, Tenderer and/or Software House for a one (1) year period.
BR 2.0 Project Resource Plan - Organization The Tenderer shall propose a practical, effective and efficient team structure for the implementation of the proposed Solution.
Tenderer must submit:- Confirmation that the Tenderer will
abide to the roles and responsibilities defined Table 1.0, Volume 3 Section 1 – Section 4.2.1 (k);
- CVs of ALL the persons appointed by the Tenderer for the provision of all the services on this ITT.
BR 3.0 Project Resource Plan - Key Persons/Key Experts (Volume 1 Section 4 – 3)Identify the key roles in the Tenderer’s organisation for the project.
In addition to the minimum requirement requested in TR 9.0 of the response format above, provide information to show that the Tenderer will appoint a Project Manager, Software Engineer and Implementer that have, as a minimum, two (2) years experience in their respective role. The information for each role shall include: the person that will carry out the identified role, and projects, dates and place of work
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during which the person exercised the identified role.
BR 4.0 Project Resource Plan Change in resources
Confirm that the Tenderer shall undertake to change human resources only when strictly necessarily and subject to the prior approval of the Contracting Authority. The Tenderer shall also confirm that any new resource appointed as a replacement shall not be less competent and experienced than as required in this ITT.
BR 5.0 Good Practice The Tenderer to abide to PRINCE 2 methodology or equivalent.
Confirm that the Tenderer will follow and abide to PRINCE 2 methodology or equivalent.
Where the Tenderer proposes an alternative to the PRINCE 2 methodology, the Tenderer shall provide details on the alternative standard implemented by the Tenderer.
Refer to two (2) projects, for values not less than €0.25 million, which were successfully delivered by the Tenderer in these past five (5) years using the project management methodology that will be applied by the Tenderer in this project. In the response the Tenderer must provide for each project: the name of the project and description and the client contact details, should the Contracting Authority want to verify that the work was carried out.
The Tenderer shall also provide information on the Project Manager for this ITT showing that the resource has a minimum of one (1) year experience in the methodology that will be applied.
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BR 6.0 Enhancements Capability to implement further EU treaties/procedures in the future.
Provide a written statement by the Tenderer committing to provide for the implementation of further enhancements to the Solution in view of EU treaties/procedures as may be required by the Contracting Authority during the term of the Contract. In the response the Tenderer shall also indicate its capability to meet this requirement by stating the number of resources available, including their designation (as a minimum the team of resources shall include the Project Manager, Software Engineer and Implementer).
BR 7.0 Enhancements and New Projects Capability to discuss and assist other third party suppliers, who may be responsible for implementing further EU treaties/procedures, for the duration of the contract.
Provide a written statement by the Tenderer committing to provide services in the form of assistance to third party suppliers for them to implement EU treaties/procedures as may be required by the Contracting Authority during the term of the Contract. In the response the Tenderer shall also indicate its capability to meet this requirement by stating the number of resources available, including their designation (as a minimum the team of resources shall include the Project Manager, Software Engineer and Implementer).
BR 8.0 Enhancements and New Projects Capability to carry out a major EUCARIS version update.
Provide a written statement by the Tenderer committing to carry out a major EUCARIS version update eg. from version 5 to version 6, when requested by the Contracting Authority. In the response the Tenderer shall also indicate its capability to meet this requirement by stating the number of resources available, including their designation (as a minimum the team of resources shall include the Project Manager, Software Engineer and
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Implementer).BR 9.0 Enhancements and New
ProjectsAuthentication Mechanism
Provide a written statement by the Tenderer committing to change the EUCARIS authentication mechanism, when requested by the Contracting Authority. In the response the Tenderer shall also indicate its capability to meet this requirement by stating the number of resources available, including their designation (as a minimum the team of resources shall include the Project Manager, Software Engineer and Implementer).
BR 10.0 Changes Testing Testing according to EU standards in case of changes.
Provide a written statement by the Tenderer committing to test according to EU standards as identified by the Contracting Authority in case of major changes in the National Register Replica, in case of version updates and upgrades, in case of addition of new functionality and in case of connection of ICT applications of other entities as identified by the Contracting Authority.
BR 11.0 Risk Assessment Detailed risk assessment by the Tenderer related to the provision of the Solution, including post-implementation services and a risk management framework for adoption by the Tenderer.
IMPORTANT: No financial information must be included
Provide a detailed risk assesment related to the provision of the Solution, including post-implementation services.
Provide a risk management framework that shall be adopted by the Tenderer for this project.
Refer to two (2) projects, for values not less than €0.25 million, which were successfully delivered by the Tenderer in these past five (5) years using the risk management framework that will be applied by the Tenderer in this project. In the response the Tenderer must provide for each project: the name of the project and description and
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the client contact details, should the Contracting Authority want to verify that the work was carried out.
BR 12.0 Critical Success Factor Detail critical success factors.
IMPORTANT: No financial information must be included
Provide a list of Critical Success Factors related to the project on this ITT and requirements for their attainment.
BR 13.0 Security Screening Tenderer human resources to undergo a security screening exercise.
Provide a written statement by the Tenderer accepting to submit to security screening all human resources appointed for the provision of the services on this ITT in accordance Schedule 5 (Security Requirements) of the Contract.
BR 14.0 Exit Management and Business Continuity The Tenderer must provide exit management services and ensure business continuity.
Submit the following:
BR 14.1 confirmation that the Tenderer shall provide the Exit Plan adhering to the principles of Schedule15 (Exit Management) of the Contract
BR 14.2 confirmation that the Tenderer shall provide termination services during the termination assistance period as set out in the Terms of Reference Volume 3 Section 1 – 4.3.2 Management Structure (Transfer of Work) and in Schedule 15 (Exit Management) of the Contract
BR 14.3 confirmation that the Tenderer shall provide the Business Continuity and Disaster Recovery plan adhering to the principles of Schedule 6 (Business Continuity and Disaster Recovery) of the Contract
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VOLUME 4 - FINANCIAL BID
(GLOBAL PRICE CONTRACTS)
Global price for a Solution for the implementation of EUCARIS in Malta as outlined in the Tender Document, Advert Number ........../.........:
Financial Response – General Instructions
The Contracting Authority requires a firm fixed price bid for all parts of the Solution implementation that can be estimated at this stage within industry norms of acceptable risk and accuracy. All financial submissions must be made in the currency of the Contracting Authority and as instructed in the ITT.
All submissions must be inclusive of VAT, all duties, taxes, levies, ECO Contribution and other charges as may be applicable. Tenderers are to submit prices in Euro. The Contracting Authority shall reserve the right to disqualify a Tender that does not provide all the Price Schedules tables below duly completed. The fees are to include the provision of all product media for the Solution. Tenders are not to be subject to increases to reflect increases in costs of living or other inflation or retail indexes .
Definitions:
Maintenance and Support - includes updates (EUCARIS minor version updates eg. from minor version 5.0.1.1 to 5.1.1.1, configuration updates), upgrades (technology upgrades) and related operational functions.
Enhancements – it has been estimated that 1500hrs will be utilised throughout the duration of the contract. Additional enhancements (over and above the 1500 hours) shall retain the same hourly rate as specified in Table 1: Solution Price Schedule for the Term of the Contract. Enhancements will include, but not limited to, the possible implementation of additional EU treaties/procedures and major EUCARIS version updates and ad hoc tasks including, but not limited to, revision of the BCDR Plan and Termination Services during the Termination Assistance Period.
Tenderers are required to fill in:
i. TABLE 1: Solution Price Schedule (Values from this table shall be forwarded to Table 3: Summary Price Schedule as indicated)ii. TABLE 2: Post-Implemenatation Price Schedule Price Schedule (Values from this table shall be forwarded to Table 1: Solution Price Schedule as
indicated) iii. TABLE 3: Summary Price Schedule iv. TABLE 4: Assumptions and Risks (with a financial impact) related to the provision of the Solution including Post-Implementation Services for the
Term of the Contract
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TABLE 1: Solution Price Schedule
Solution Price Schedule (When shaded leave blank)
Deliverables
Supply(Inclusive of VAT and all other taxes/
charges as may be applicable)
Services(Inclusive of VAT and all other taxes/charges as may
be applicable)
Total Cost(Inclusive of VAT and all
other taxes/charges
as may be applicable)
Year 1 Year 2 Year 3 Year 4 Year 5Design, Installation, Configuration and other fees related to the implementation of the EUCARIS solution in Malta including connection to the s-TESTA network, documentation, project management, any plans requested in this tender, system and user testing, considering the EU service levels requested (testing and production environment)
Application Software1 (including the setting up and maintenance of a National Vehicle Register Replica and integration between EUCARIS and National Vehicle Register Replica)
Third Party2 and/or Contractor off the shelf Software Licensing (List different Software separately)
Third Party/Contractor off the shelf Software Licensing 1*Third Party/Contractor off the shelf Software Licensing 2*Third Party/Contractor off the shelf Software Licensing n*
TrainingTrain the User [Hourly Charge Rate3 x (20) number of hours]Train the Administrator [Hourly Charge Rate3 x (4) number of hours]
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Solution Price Schedule (When shaded leave blank)
Deliverables
Supply(Inclusive of VAT and all other taxes/
charges as may be applicable)
Services(Inclusive of VAT and all other taxes/charges as may
be applicable)
Total Cost(Inclusive of VAT and all
other taxes/charges
as may be applicable)
Year 1 Year 2 Year 3 Year 4 Year 5
Assisting the Contracting Authority during VRD Evaluation Procedure – including attendance to workshops and meetings and implementation of any changes necessary to get EUCARIS operational
Collaborating with and assisting the Malta Police Force to set up a connection between their national ICT system and EUCARIS – including attendance to workshops and meetings
Implementation and Go Live
Total Cost of Solution Post-Implementation Services excluding Hardware Maintenance and Support (in Euro and VAT Inclusive) - b/f from Table 2: Post-Implementation Price Schedule Item – “Total Cost of Solution Post-Implementation Services excluding Hardware Maintenance and Support (in Euro and VAT Inclusive)” below
Enhancements (including Ad hoc maintenance & support) [estimated 1500 hrs x Hourly Charge Rate3]Although the cost has to be quoted under Year 1, the enhancements hours will spread over the term and duration of the contract
Other costs related to the delivery of the Solution (List separately)
Cost Item 1*Cost Item 2*
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Solution Price Schedule (When shaded leave blank)
Deliverables
Supply(Inclusive of VAT and all other taxes/
charges as may be applicable)
Services(Inclusive of VAT and all other taxes/charges as may
be applicable)
Total Cost(Inclusive of VAT and all
other taxes/charges
as may be applicable)
Year 1 Year 2 Year 3 Year 4 Year 5Cost Item n*
A. Total Cost of Solution excluding Hardware (in Euro and VAT Inclusive) - c/f to Table 3: Summary Price Schedule Item: “Total Cost of Solution excluding Hardware” below
Hardware4 (List different Hardware separately) Hardware 1**Hardware 2**Hardware n**
Total Cost of Hardware Maintenance and Support (in Euro and VAT Inclusive) - b/f from Table 2: Post-Implementation Price Schedule Item: “Total Cost of Hardware Maintenance and Support (in Euro and VAT Inclusive)” below
B. Total Cost of Hardware and Hardware Maintenance & Support (in Euro and VAT Inclusive) - c/f to Table 3: Summary Price Schedule Item: “Total Cost of Hardware” below
A+B. Total Cost of Solution including Hardware (in Euro and VAT Inclusive) - c/f to Table3 : Summary Price Schedule Item: “Total Cost of Solution including Hardware” below
Performance and Operational Reports3
Collaboration with other potential third party suppliers3
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Solution Price Schedule (When shaded leave blank)
Deliverables
Supply(Inclusive of VAT and all other taxes/
charges as may be applicable)
Services(Inclusive of VAT and all other taxes/charges as may
be applicable)
Total Cost(Inclusive of VAT and all
other taxes/charges
as may be applicable)
Year 1 Year 2 Year 3 Year 4 Year 5
Collaboration and Assistance to other potential entities and to the Contracting Authority3
1 All relevant software which delivers the functionality of the business requirements eg. XML parser, web services etc.2 All supporting third party software which is required by the application software e.g. OSs, DBMSs etc.3 The Tenderer is to specify the hourly rate. The hourly rate quoted should be inclusive of VAT.4 All relevant hardware such as servers, network equipment etc.
TABLE 2: Post-Implemenatation Price Schedule
Post-Implemenatation Price Schedule (When shaded leave blank)
Deliverables
Supply(Inclusive of VAT and all other taxes/ charges as
may be applicable)
Services (Cost per Year)(Inclusive of VAT and all other taxes/charges as may be
applicable)
Total Cost(Inclusive of VAT and all
other taxes/charges as may
be applicable)
Year 1 Year 2 Year 3 Year 4 Year 5Operational Services (PRE)
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Here the Tenderer should quote the charge attributable to all operational and administrative activities including monitoring excluding Maintenance and Support on Hardware (ICT Computing Resources) and Software
Maintenance and Support ServicesApplication Software Maintenance & Second and Third Line of Support Third Party and/or Contractor off the shelf Software Maintenance & First, Second and Third Line of Support
Third Party/Contractor off the shelf Software 1***Third Party/Contractor off the shelf Software 2***Third Party/Contractor off the shelf Software n***
Total Cost of Solution Post-Implementation Services excluding Hardware Maintenance and Support (in Euro and VAT Inclusive) - c/f to Table 1: Solution Price Schedule above
Hardware Maintenance & First, Second and Third Line of Support (if applicable)Here the Tenderer is to quote the charge attributable to Maintenance and Support on Hardware (ICT Computing Resources) only
Hardware 1****Hardware 2****Hardware n****
Total Cost of Hardware Maintenance and Support (in Euro and VAT Inclusive) - c/f to Table 1: Solution Price Schedule above
Legend
* The Tenderer must list the different third party/Contractor off the shelf software licensing and cost items Page 197
** The Tenderer must list the different hardware required.*** The Tenderer must list the different software maintenance and support provided, relevant to the listed software.**** The Tenderer must list the different hardware maintenance and support provided, relevant to the listed hardware.
TABLE 3: SUMMARY PRICE SCHEDULE (A+B. TOTAL COST OF SOLUTION INCLUDING HARDWARE - THE AWARD CRITERIA FOR THIS TENDER )
Item Description Amount in Euro and Inclusive of VAT and all other taxes/charges as may be applicable
[A. TOTAL COST OF SOLUTION EXCLUDING HARDWARE]
[B. TOTAL COST OF HARDWARE AND HARDWARE MAINTENANCE & SUPPORT]
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[A+B. TOTAL COST OF SOLUTION INCLUDING HARDWARE] THIS IS THE AWARD CRITERIA FOR THIS TENDER. TENDERERS ARE EXPECTED TO FORWARD THIS AMOUNT IN VOLUME 1 SECTION 2: Tender Form PART C para 3 Amount in Words:
…………………………………………………………………
…………………………………………………………………
…………………………………………………………………
TENDERERS ARE EXPECTED TO FORWARD THIS AMOUNT IN VOLUME 1 SECTION 2: Tender Form PART C para 3
Identity Card No: ....................................................................(the person or persons authorised to sign on behalf of the tenderer)
Name and Signature: ....................................................................(the person or persons authorised to sign on behalf of the tenderer)
Date: ....................................................................
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TABLE 4: Assumptions and Risks (with a financial impact)
Assumptions and Risks (with a financial impact) When shaded leave blank
Provided /Not Provided
Statement(Statements are not expected to exceed more than half a page of an A4. If need be, please include the most relevant information here and then include any other relevant information in an Annex, making reference to it from here.)
Assumptions and Risks All assumptions and risks, related to the provision of the Solution including Post-Implementation Services for the Term of the Contract, which have a financial impact should be included.
The financial impact should be stated.
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VOLUME 5 – DRAWINGS
Design Documents, including DrawingsSection 5.1
List of drawings attached
No Name Drawing No Design No
1.
Architecture Blueprint (Volume 3 Section 2 Response Format Part 1 - TR 1.0)
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
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Section 5.2
List of design documents available
No Designer Design No Design name Date
1.
2.
3.
4
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ANNEXES
Annex A: Council Decisions Council Decision 2008/615/JHA of 23 June 2008 Council Decision 2008/616/JHA of 23 June 2008
Annex B: EUCARIS Documentation EUCARIS Start Up Document Vehicle/Owner/Holder Information Prüm XML Message Specification Web Client Prüm EUCARIS Overview EUCARIS Technical Documentation EUCARIS-Prüm Letter of Intent
Annex C: EUCARIS Tools LogViewer LogCollector EUCARIS II 5.0 User Management tool
Annex D: EUCARIS Test Tools Test Data EUCARISII.Testclient User Guide
Annex E: s-Testa Documentation
Annex F: EUCARIS Evaluation Evaluation visit Prüm VRD – Summary of methodology (lead expert paper) Evaluation procedure VRD
Annex G: Architecture Requirements
Annex H: Interoperability Standards
Annex I: Private Runtime Environment
Annex J: Maintenance and Support Services including Service Level Agreements
Annex K: Integration of the police system to EUCARIS
Annex L: Batch Unload of Vehicle Information
Annex M: Communication Procedure
Annex N: Statistical Report Template
Annex O: Software Development Lifecycle Management
Annex P: Policy & Standards (GMICT)
Annex Q: High Level ICT Blueprint
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