Sbd Services Global Price -Sharepoint- Ex-Ante Comments

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STANDARD BIDDING DOCUMENTS FOR

PROCUREMENT OF SERVICES
(Global Price)

BIDDING DOCUMENTS
Issued on: 15th November 2024

FOR

PROVISION OF SHAREPOINT AS AN
ELECTRONIC DOCUMENT AND RECORDS
MANAGEMENT SYSTEMS TO SADC
SECRETARIAT

CONTRACT NUMBER: SADC/3/5/4/107.

PROCURING ENTITY: Southern African Development


Community (SADC) Secretariat
v
CONTENTS

SECTION 1. LETTER OF INVITATION.....................................................................................


SECTION 2. INFORMATION TO BIDDERS..............................................................................
DATA SHEET.......................................................................................................................
SECTION 3. TECHNICAL PROPOSAL SUBMISSION FORM...............................................
FORM TECH-1 TECHNICAL PROPOSAL SUBMISSION FORM..............................................
FORM TECH- 2 COMMENTS AND SUGGESTIONS ON THE TERMS OF REFERENCE , ON
COUNTERPART STAFF AND FACILITIES TO BE PROVIDED BY THE PROCURING ENTITY
AND ON STANDARD CONTRACT FORM...............................................................................
FORM TECH-4 TEAM COMPOSITION AND TASK ASSIGNMENTS.......................................
FORM TECH - 5CURRICULUM VITAE (CV) FOR PROPOSED PROFESSIONAL STAFF
Error! Bookmark not defined.
FORM TECH-6 STAFFING SCHEDULE...............................Error! Bookmark not defined.
FORM TECH-7 WORK SCHEDULE.....................................Error! Bookmark not defined.
SECTION 4. FINANCIAL PROPOSAL SUBMISSION FORMS..............................................
FORM FIN-1 FINANCIAL PROPOSAL SUBMISSION FORM..................................................
FORM FIN-2 SUMMARY OF COSTS...................................................................................
FORM FIN-3 BREAKDOWN OF REMUNERATION.........ERROR! BOOKMARK NOT DEFINED.
FORM FIN-4 BREAKDOWN OF REIMBURSABLE EXPENSES.......ERROR! BOOKMARK NOT
DEFINED.
SECTION 5. TERMS OF REFERENCE.....................................................................................
SECTION 6. STANDARD FORM OF CONTRACT..................................................................
7

Section 1. Letter of Invitation

Gaborone, 15th November 2024

Dear Bidders,

1. The SADC Secretariat now invites proposals to provide the following consulting
services: Provision of Sharepoint as an Electronic Document and Records Management
Systems to SADC Secretariat. More details on the services are provided in the attached Terms
of Reference.

2. The Bidding Documents has been addressed to all eligible Bidders.

3. A contractor will be selected under the Open Bidding procurement method and
procedures described in this Bidding Documents.

4. The Bidding Documents includes the following documents:

Section 1 - Letter of Invitation

Section 2 - Information to Bidders

Section 3 - Technical Proposal - Standard Forms

Section 4 - Financial Proposal - Standard Forms

Section 5 - Terms of Reference

Section 6 - Standard Forms of Contract.

5. Please inform us, upon receipt, within maximum twenty (20) days:

(a) that you received the bidding documents; and

(b) whether you will submit a proposal (if not state the reasons).

Yours sincerely,

Thomas Chabwera
Head of Procurement Unit
9

Section 2. Information to Bidders1


Definitions (a) “BD” means the Bidding Documents to be prepared by the
Procuring Entity for the selection of Contractor, based on the
SADC Secretariat Standard Template.
(b) “Procuring Entity” means the procurement entity in charge of the
procurement procedure.
(c) “Contractor” means any entity or person that may provide or
provides the Services to the Client under the Contract.
(d) “Contract” means the Contract signed by the Parties and all the
attached documents that are the General Conditions (GC), the
Special Conditions (SC), and the Appendices.
(e) “Contracting Authority” means the entity with which the selected
Consultant signs the Contract for the Services.
(f) “Data Sheet” means such part of the Instructions to Bidders used
to reflect specific country and assignment conditions.
(g) “Day” means calendar day.
(h) “Evaluation Committee” it is a panel of experts appointed by the
Procuring Entity and assigned to evaluate the bids. The
Evaluation Committee consists in a Chairperson and a Secretary,
with no voting rights and an odd number of voting members.
(i) “Instructions to Bidders” (Section 2 of the BD) means the
document which provides shortlisted Bidders with all information
needed to prepare their Proposals.
(j) “LOI” (Section 1 of the BD) means the Letter of Invitation being
sent by the Procuring Entity to the shortlisted Bidders.
(k) “Personnel” means professionals and support staff provided by
the Bidders or by any Sub-Contractors and assigned to perform
the Services or any part thereof; “Foreign Personnel” means such
professionals and support staff who at the time of being so
provided had their domicile outside the Procuring Entity’s
country; “Local Personnel” means such professionals and support
staff who at the time of being so provided had their domicile
inside the Procuring Entity’s country.
(l) “Proposal” means the Technical Proposal and the Financial
Proposal.
(m) “Services” means the consulting services or the work to be
performed by the Contractor pursuant to the Contract.
(n) “Subcontractor” means any person or entity with whom the
Bidder or Contractors intends to subcontract any part of the
Services.
(m) “Terms of Reference” (TOR) means the document included in
the BD as Section 5 which explains the objectives, scope of
work, activities, tasks to be performed, respective responsibilities
of the Procuring Entity and the Contractor, and expected results
1
This Information to Bidders section shall not be modified. Any necessary changes to address specific country and project
issues, shall be introduced only through the Data Sheet (e.g., by adding new clauses). Likewise, modifications to the
standard Form of Contract should be made only by including clauses outlining the special conditions and not by
introducing changes in the wording of the general conditions.
10

and deliverables of the assignment.

1. Introduction 1.1 The Procuring Entity named in the Data Sheet will select a
firm/eligible institution among those listed in the Letter of
Invitation, in accordance with the procurement method indicated
in the Data Sheet, method detailed in the edition of the
Guidelines indicated in the Data Sheet.

1.2 The shortlisted Bidders are invited to submit a Technical


Proposal and a Financial Proposal for global price services
required for the assignment named in the Data Sheet and
presented in details in the Terms of Reference attached as Section
5 of this Bidding Documents. The proposal and the Terms of
Reference will be the basis for contract for a signed contract with
the successful firm.

1.3 The assignment shall be implemented in accordance with the


phasing indicated in the Data Sheet. When the assignment
includes several phases, the performance of the Bidder under
each phase must be to the Procuring Entity's satisfaction before
work begins on the next phase.

1.4 The Bidders must familiarize themselves with local conditions


and take them into account in preparing their proposals. To
obtain firsthand information on the assignment and on the local
conditions, Bidders are encouraged to request the Procuring
Entity to provide further information before submitting a
proposal and to attend a pre-bid conference if one is specified in
the Data Sheet. Attending the pre-proposal conference is
optional. The Bidders’ representative should contact the
Procuring Entity at the address stated in the Data Sheet or to
obtain additional information on the pre-bid conference.

1.5 The Procuring Entity will provide the inputs specified in the
Data Sheet, assist the firm in obtaining licenses and permits
needed to carry out the services, and make available relevant
project data and reports.

1.6 Please note that (i) the costs of preparing the proposal, including
a visit to the Procuring Entity, are not reimbursable as a direct
cost of the assignment; and (ii) the Procuring Entity is not bound
to accept any of the proposals submitted.

1.7 SADC Secretariat policy requires that Bidders provide


professional, objective, and impartial advice and at all times hold
Section 2. Information to Bidders 11

the Procuring Entity’s interests paramount, without any


consideration for future work, and strictly avoid conflicts with
other assignments or their own corporate interests. Bidders shall
not be hired for any assignment that would be in conflict with
their prior or current obligations to other clients, or that may
place them in a position of not being able to carry out the
assignment in the best interest of the Procuring Entity.

1.7.1 Bidders will be excluded from the bidding process if it will be in


a conflict-of-interest situation as described below:

1. Conflict between consulting activities and procurement of


goods, works or services. A bidder or a contractor that has
been engaged by the SADC Secretariat or the Procuring
Entity to provide goods, works, or services for the
organization, and each of its affiliates, shall be disqualified
from providing consulting services related to those goods,
works or services. Conversely, a bidder or a contractor
hired to provide services for the preparation or
implementation of a project, and each of its affiliates shall
be disqualified from subsequently providing goods, works
or services resulting from or directly related to the
contractor’s consulting services for such preparation or
implementation.
2. Conflict among consulting assignments: Neither, bidders or
contractors (including their personnel and sub-Bidders) nor
any of their affiliates shall be hired for any assignment that,
by its nature, may be in conflict with another assignment of
the bidder or contractor. For instance, a contractor assisting
SADC Secretariat or the Procuring Entity to implement a
project shall not be engaged to prepare an independent
assessment for the implementation of the same project, or
contractors hired to prepare Terms of Reference (TOR) for
an assignment shall not be hired for the assignment in
question.
3. Relationship with SADC Secretariat’s or the Procuring
Entity’s staff: bidders or contractors (including their
personnel and sub-contractors) having business or family
relationship with a member of the SADC Secretariat’s or
the Procuring Entity’s staff directly or indirectly involved in
any part of: (i) the preparation of the TOR or Technical
Specification of a contract, (ii) the selection process for
such contract, or (iii) the supervision of the contract, may
not be awarded the contract, unless the conflict stemming
Section 2. Information to Bidders 12

from this relationship has been resolved in a manner


acceptable to the SADC Secretariat throughout the selection
process and the execution of the contract.
1.7.2 Since previous or ongoing participation in relation to the
assignment by the Bidder, its professional staff, or its affiliates
or associates under a contract with the SADC Secretariat and
Procuring Entity may result in rejection of the proposal, the
bidders should clarify their situation in that respect with the
Procuring Entity before preparing the proposal.

1.7.3 Bidders may be hired for downstream work, when continuity is


essential, in which case this possibility shall be indicated in the
Data Sheet and the factors used for the selection of the Bidder
should take the likelihood of continuation into account. It will
be the exclusive decision of the Procuring Entity whether or not
to have the downstream assignment carried out, and if it is
carried out, which Bidder will be hired for the purpose.

1.8 It is the SADC Secretariat’s policy to require that Procuring


Entity’s staff as well as Bidders under SADC Secretariat-
financed contracts observe the highest standard of ethics during
the selection and execution of such contracts. In pursuance of this
policy, the SADC Secretariat:

a) defines for the purposes of this provision, the terms set forth
below as follows:
(i) “corrupt practice” is the offering, giving, receiving or
soliciting, directly or indirectly, of anything of value to
influence improperly the actions of another party;
A. “Fraudulent practice” is any act or omission, including
misrepresentation, that knowingly or recklessly
misleads, or attempts to mislead, a party to obtain
financial or other benefits or to avoid an obligation.
B. “Collusive practices” is an arrangement between two or
more parties designed to achieve an improper purpose,
including to influence improperly the actions of
another party;
C. “Coercive practices” is impairing or harming, or
threatening to impair or harm, directly or indirectly,
any party or the property of the party to influence
improperly the actions of a party;
D. “Obstructive practice”
Section 2. Information to Bidders 13

(aa) deliberately destroying, falsifying, altering or


concealing material evidence to the investigation
or making false statements to investigators in order
to materially impede a SADC Secretariat, or a
governmental or independent investigation into
allegations of a corrupt, fraudulent, coercive, or
collusive practice; and/or threatening, harassing, or
intimidating any party to prevent it from disclosing
its knowledge of matters relevant to the
investigation or from pursuing the investigation, or
(bb) acts intended to materially impede the exercise of
the SADC Secretariat or governmental or
inspection and audit rights.
14. It will take the following measures against the bidder
recommended for award who has, directly or through an
agent, engaged in corrupt, fraudulent, collusive, coercive, or
obstructive practices in competing for the contract in question;
A. will reject the bid for award;
B. will declare the bidder/the contractor, including its
affiliates, ineligible, either indefinitely or for a stated
period of time, to become a SADC Secretariat
contractor;
C. will cancel or terminate any ongoing contract with the
bidder /the contractor;
D. will request the relevant national authorities to conduct a
joint investigation with SADC Secretariat to inspect or
carry out audits of the bidder /the contractor’ accounting
records and financial statements in connection with the
contract in question for which it was found guilty of
engaging in corrupt, fraudulent, collusive, coercive, or
obstructive practices.
E. will forfeit the bid or performance securities of the
bidder /the contractor.
F. will suspend any payments due to the bidder/ contractor,
under the contract in question or any other contract the
bidder/contractor might have with the organization, until
the extent of damage caused by the its engagement in
corrupt, fraudulent, collusive, coercive or obstructive
practices in competing for the SADC Secretariat’s
contract are determined and recovered, and
G. will sue the bidder /contractor to recover the damages
caused by its engagement in corrupt, fraudulent,
Section 2. Information to Bidders 14

collusive, coercive or obstructive practices in competing


for the contract in question, if they are not fully
recovered by the securities and the payments otherwise
due to the bidder/contractor.

1.9 Neither the shortlisted Bidders nor their personnel or


subcontractor shall not be under a declaration of ineligibility for
corrupt and fraudulent practices issued by the SADC Secretariat
in accordance with the above sub para. 1.8 (d).

1.10 Bidders shall furnish information as described in the Financial


Proposal submission form (Section 4A) on commissions and
gratuities, if any, paid or to be paid to agents relating to this
proposal, and to execute the work if the firm is awarded the
contract.

1.11 Without limitation on the generality of this rule, Bidders, and


their subcontractors and personnel shall not be hired under the
circumstances set forth below:

(a) They are bankrupt.


(b) Payments to them have been suspended in accordance with
the judgment of a court of law other than a judgment declaring
bankruptcy and resulting, in accordance with their national laws
in the total or partial loss of the right to administer and dispose of
their property;
(c) Legal proceedings have been instituted against them involving
an order suspending payments and which may result, in
accordance with their national laws, in a declaration of
bankruptcy or in any other situation entailing the total or partial
loss of the right to administer and dispose of their property;
(d) They have been convicted, by a final judgment, of any crime
or offence concerning their professional conduct;
(e) They are guilty of serious misrepresentation with regard to
information required for participation in an invitation to tender;
(f) They have been sanctioned by SADC Secretariat according to
the SADC Secretariat Policy for Procurement and Grants.
1.11 Only shortlisted Bidders are allowed to participate in this
bidding process. If a Bidders is shortlisted as Joint Venture or
Consortium, the composition of Joint Venture or Consortium
can be changed with prior approval of the Procuring Entity and
only if :(i) is supported by solid and objective arguments, (ii) does
Section 2. Information to Bidders 15

not alter the competition, (iii) is not generating a conflict of


interest, and (iv) is not invalidating the criteria and conditions in
place when the joint venture or consortium was prequalified.

2. Clarification 2.1 Bidders may request a clarification of any of the Bidding


and Documents up to the number of days indicated in the Data Sheet
Amendment of before the proposal submission date. Any request for clarification
Bidding must be sent in writing by paper mail, cable, telex, facsimile, or
Documents electronic mail to the Procuring Entity’s address indicated in the
Data Sheet. The Procuring Entity will respond by cable, telex,
facsimile, or electronic mail to such requests and will send
written copies of the response (including an explanation of the
query but without identifying the source of inquiry) to all invited
Bidders who intend to submit proposals.
2.2 At any time before the submission of proposals, the Procuring
Entity may, for any reason, whether at its own initiative or in
response to a clarification requested by an invited firm, amend
the BD. Any amendment shall be issued in writing through
addenda. Addenda shall be sent by mail, cable, telex, facsimile,
or electronic mail to all invited Bidders and will be binding on
them. The Procuring Entity may at its discretion extend the
deadline for the submission of proposals.

3. Preparation 3.1 Bidders are requested to submit a proposal written in the


of Proposal language indicated in the Bid Data Sheet. All correspondence
between the Bidder and Contracting Authority shall be in this
language.

Technical 3.2 In preparing the Technical Proposal, Bidders are expected to


Proposal examine the documents constituting this BD in detail. Material
deficiencies in providing the information requested may result in
rejection of a proposal.

3.3 While preparing the Technical Proposal, Bidders must give


particular attention to the following:

(i) If a Bidder considers that it does not have all the expertise
for the assignment, it may obtain a full range of expertise
by associating with individual Bidder(s) and/or
subcontract part of the services to other consulting firms,
as appropriate. In case of subcontracting this shall be in
the limit stated in the Data Sheet but under no
circumstances shall exceed forty percent (40%) of the
total staff-days input. The Bidders are encouraged to seek
the participation of regional Bidders when subcontracting
Section 2. Information to Bidders 16

part of the assignment. Under no circumstances, the


Bidders shall associate with the other short-listed Bidders,
or their affiliates, invited for this assignment. Affiliates
are the group of companies, firms, associations, etc.
where the Bidder or any of the major shareholders owns a
minimum of twenty percent (20%) of shares of the share
capital. For the same purpose, major shareholder is any
legal or physical person who owns no less than twenty
percent (20%) of the shares of the Bidder.

(ii) For assignments on a global priced contract, the estimated


number of professional working days is given in the Data
Sheet.

(vi) Reports to be issued by the Bidders as part of this


assignment must be in the language(s) specified in the Data
Sheet. It is desirable that the firm’s personnel have a
working knowledge of the official languages of the country
(ies) of the assignment.

3.4 The Technical Proposal shall provide the following information


using the attached Standard Forms (Section 3):

(i) Any comments or suggestions on the Terms of Reference


on facilities to provide by the Procuring Entity and on
Standard Form of Contract (Form Tech 2).

(ii) A description of the methodology and work plan for


performing the assignment (Form Tech 3).

(iii) If requested in the TOR the list of the proposed staff team
for the implementation.

(vi) A detailed description of the proposed methodology,


staffing, and monitoring of training, if the Data Sheet
specifies training as a major component of the
assignment.

(vii) Any additional information requested in the Data Sheet.

3.5 The Technical Proposal shall not include any financial


information. If financial information is included in the technical
proposal this will be automatically disqualified.

Financial 3.6 In preparing the Financial Proposal, Bidders are expected to take
Section 2. Information to Bidders 17

Proposal into account the requirements and conditions outlined in the BD


documents. The Financial Proposal should follow Standard
Forms (Section 4). It lists all costs associated with the
assignment, including (a) lump sums and (b) reimbursable
expenses if the case. The Reimbursable expense shall cover only
the cost indicated in the Data Sheet. All other cost estimated by
the bidders for the execution of the assignment shall be included
in the lump sum.

3.7 The Financial Proposal shall not include the local taxes
(including social security), duties, fees, levies, and other charges
imposed under the applicable law in the Procuring Entity’s
country or in the countries of assignment, on the Bidders, the
subcontractors, and their personnel (other than nationals or
permanent residents of the Procuring Entity’s country), unless
the Data Sheet specifies otherwise. For this purpose, the
bidders’, the subcontractors’ and their personnel’ home countries
shall not be considered as countries of assignment.

3.8 If so specified in the Data Sheet, the Financial Proposal must


include, without any modification, the amount indicated as fixed
reimbursable expenses, to cover for the expenditures already
priced by the Procuring Entity (i.e, cost of trainings, cost of study
tours, cost of financial audits, cost of equipment, etc).

3.9 The total budget available for this assignment, including the taxes
indicated at para. 3.7 and the reimbursable expenses indicated at
paragraph 3.8, is indicated in the Data Sheet. Financial
Proposal exceeding the available budget will be rejected as
non-responsive.

3.10 Bidders must express the price of their services in the US


Dollars. The payment will be made in US Dollars, and the
Bidder shall bear all the cost and risks implied by the currency
exchange. Financial Proposals expressed in other currencies
than the US Dollars will be automatically disqualified.

3.11 Commissions and gratuities, if any, paid or to be paid by Bidders


and related to the assignment will be listed in the Financial
Proposal submission form (Section 4A).

3.12 The Data Sheet indicates how long the proposals must remain
valid after the submission date. During this period, the Bidder is
expected to keep available the professional staff proposed for the
assignment. The Procuring Entity will make its best effort to
complete evaluation within this period. If the Procuring Entity
Section 2. Information to Bidders 18

wishes to extend the validity period of the proposals, the Bidders


who do not agree have the right not to extend the validity of their
proposals.

4. Submission, 4.1 The original proposal (Technical and Financial Proposal) shall be
Receipt, and prepared in indelible ink. It shall contain no interlineation or
Opening of overwriting, except as necessary to correct errors made by the
Proposals firm itself. Any such corrections must be initialed by the persons
or person who sign(s) the proposals.

4.2 An authorized representative of the firm initials all pages of the


proposal. The representative’s authorization is confirmed by a
written power of attorney accompanying the proposal.

4.3 For each proposal, the Bidders shall prepare the number of copies
indicated in the Data Sheet. Each Technical Proposal and
Financial Proposal shall be marked “ORIGINAL” or “COPY” as
appropriate. If there are any discrepancies between the original
and the copies of the proposal, the original governs.

4.4 The original and all copies of the Technical Proposal shall be
placed in a sealed envelope clearly marked “Technical Proposal,”
and the original and all copies of the Financial Proposal in a
sealed envelope clearly marked “FINANCIAL PROPOSAL” and
warning: “DO NOT OPEN WITH THE TECHNICAL PROPOSAL.”
Both envelopes shall be placed into an outer envelope and sealed.
This outer envelope shall bear the submission address and other
information indicated in the Data Sheet and be clearly marked,
“DO NOT OPEN, EXCEPT IN PRESENCE OF THE EVALUATION
COMMITTEE.” Information on the outer and inner envelopes
should also include the name of the Bidder and the contract
name and reference number.

4.5 The completed Technical and Financial Proposals must be


delivered at the submission address on or before the time and
date stated in the Data Sheet. Any proposal received after the
closing time for submission of proposals shall automatically
rejected and shall be returned unopened to the Bidder.

5. Proposal
Evaluation

General 5.1 From the time the bids are opened to the time the contract is
awarded, if any Bidder wishes to contact the Procuring Entity on
any matter related to its proposal, it should do so in writing at the
Section 2. Information to Bidders 19

address indicated in the Data Sheet. Any effort by the firm to


influence the Procuring Entity in the Procuring Entity’s proposal
evaluation, proposal comparison or contract award decisions may
result in the rejection of the Bidder’s proposal.

5.2 Evaluators of Technical Proposals shall have no access to the


Financial Proposals until the technical evaluation, including any
SADC Secretariat reviews, is concluded.

Public o The Procuring Entity shall conduct the bid opening in public at
Opening and the address, date and time specified in the Data Sheet. Only the
Evaluation representatives of the bidders and the Evaluation Committee
of Technical members are allowed to participate in public opening sessions. Any
Proposals: other interested person shall request, in writing, the SADC
Scoring Secretariat’s permission to participate in a specific bid opening
session.
o The bid opening shall commence with the Chairperson the
Evaluation Committee reading out the Bidders’ names and the
time of arrival of the proposal. A registration number will be
given to each proposal. All envelopes shall be opened one at a
time, by the Chairperson of the Evaluation Committee, in order of
their arrival.
o At the opening, only the Technical Proposal envelope shall be
opened immediately and checked for compliance with formal
submission requirements by the evaluation committee. The
Financial Proposal shall remain sealed and deposited in a safe place
until all submitted proposals, of technically responsive bids, are
opened publicly. In case the envelopes are not submitted
separately the Bidder will be excluded.
o No Bid shall be rejected at Bid opening except for late bids, in
accordance with ITB Sub-Clause 4.5 and the other listed in the
template for opening checklist (see in Annex to Services to
SADC Guidelines for Procurement and Grants). Only envelopes
that are opened and read out at Bid opening shall be considered
further.
o The Procuring Entity shall prepare the minutes of the Bid
opening that shall include a brief description of the bid opening
procedures and its finding as. The Bidders’ representatives who
are present shall be requested to sign the attendance sheet. A
copy of the minute shall be distributed to all Bidders who
submitted bids in time.
Section 2. Information to Bidders 20

o Once the Bid opening is concluded, the Evaluation Committee, as a


whole, and each of its voting members individually, evaluates the
proposals on the basis of their responsiveness to the Terms of
Reference, applying the evaluation criteria, sub criteria (typically
not more than three per criteria), and point system specified in the
Data Sheet. Each responsive proposal will be given a technical
score (St). A proposal shall be rejected at this stage if it does not
respond to important aspects of the Terms of Reference or if it fails
to achieve the minimum technical score indicated in the Data
Sheet.

Public 5.9 After the evaluation of quality is completed, the Procuring Entity
Opening and shall notify those Bidders whose proposals did not meet the
Evaluation minimum qualifying mark or were considered nonresponsive to
of Financial the BD and Terms of Reference, indicating that their Financial
Proposals: Proposals will be returned unopened after completing the
Ranking selection process. The Procuring Entity shall simultaneously
notify the Bidders that have secured the minimum qualifying
mark, indicating the date and time set for opening the Financial
Proposals. The opening date shall not be sooner than two weeks
after the notification date. The notification may be sent by
registered letter, cable, telex, facsimile, or electronic mail.
5.10 The Financial Proposals shall be opened publicly in the presence
of the Bidders’ representatives who choose to attend. The name
of the Bidder, the technical scores, and the proposed prices shall
be read aloud and recorded when the Financial Proposals are
opened. The Procuring Entity shall prepare minutes of the public
opening.
5.11 The evaluation committee will determine whether the Financial
Proposals are complete (i.e., whether they have costed all items
of the corresponding Technical Proposals; if not, the Procuring
Entity will cost them and add their cost to the initial price),
correct any computational errors, and determine if the total price
is within the maximum budget available. The evaluation shall
exclude those taxes, duties, fees, levies, and other charges
imposed under the applicable law; and to be applied to foreign
and non-permanent resident Bidders (and to be paid under the
contract, unless the Bidder is exempted), and estimated as per
paragraph. 3.7. Should the Financial Proposal, after applying
any correction or adjustments, exceeds the available budget
for the assignment indicated at paragraph 3.9, this shall be
automatically disqualified.
Section 2. Information to Bidders 21

5.12 Once corrections or adjustments have been applied, the


Financial Proposal shall be adjusted with the Regional
Preference. If so specified in the BDS, The Procuring Entity
shall grant a margin of preference in the evaluation of bids form
companies nationals from the SADC region when compared to
bids from elsewhere. The margin of preference shall be
calculated as a maximum fifteen percent (15%) discount to the
evaluated total price. In case of a consortium, to qualify for the
regional preference, the applicant must be from the region and
the companies providing at least 50% of the services offered must
be from the region.
5.13 The lowest Financial Proposal (Fm) will be given a financial
score (Sf) of 100 points. The financial scores (Sf) of the other
Financial Proposals will be computed as indicated in the Data
Sheet. Proposals will be ranked according to their combined
technical (St) and financial (Sf) scores using the weights (T = the
weight given to the Technical Proposal; P = the weight given to
the Financial Proposal;

T + P = 1) indicated in the Data Sheet: .


The firm achieving the highest combined technical and financial
score will be awarded the contract.

6. 6.1 The Contracting Authority, prior to award the contract, may enter
into negotiation with the successful bidder in order to confirm the
Negotiation availability for the assignment, incorporation in the methodology
s of of the aspects for which clarifications where requested during the
Contract evaluation and the modification of the schedule of mobilization
of the team and submission of deliverables under the contract.

6.2 No negotiation on the: (i) unit or total price, and/or (ii) proposed
methodology is allowed.

6.3 As far as possible, the negotiation shall be conducted in writing.


Only on exceptional circumstances, the Contracting Authority
and the successful shall meet for negotiations. In such case the
meeting shall take place at the address indicated in the Bid Data
Sheet.

6.5 The negotiations shall be recorded in a minute of the negotiations


and be attached as annex to the contract.

7. Award of 7.1 The Bidder who submitted a technical and financial responsive
Section 2. Information to Bidders 22

Contract proposal and received the highest combined score, calculated as


per formula given in paragraph 5.13 and the Data Sheet, will be
awarded the contract.

7.2 After the approval of the Evaluation Report, the Procuring Entity
will promptly notify other both the success and the unsuccessful
bidders about the outcome of the evaluation of the bids.

7.3 In case of the successful Bidder, following the notification of


award the validity of its offer shall be automatically extended
with sixty (60) days.

7.4 No later than thirty (30) days from that date of notification of the
recommendation for the award of the contract, the Procuring
Entity shall submit to the applicant the contract for the services.
The successful Bidder shall be given fifteen (15) days to sign the
contract to the Contracting Authority. If it fails to do so, the
Procuring Entity may consider cancelling the award of the
contract.

7.5 The Contractor is expected to commence the assignment on the


date and at the location specified in the Data Sheet.

8. 8.1 Information relating to evaluation of proposals and


recommendations concerning awards shall not be disclosed to the
Confidential Bidders who submitted the proposals or to other persons not
ity officially concerned with the process, until the winning firm has
been notified that it has been awarded the contract.

9. Appeals 9.1 Short listed Bidders may appeal any of the Procuring Entity’s
decision taken during the evaluation process by following the
procedures described on the SADC Secretariat Guidelines at the
article specified in the Data Sheet.
Information to Bidders

DATA SHEET

Clause Clarifications and/or Amendment to Reference Clause


Reference

1.1 The name of the Procuring Entity is: SADC SECRETARIAT

The name of the Contracting Authority is: SADC SECRETARIAT

The procurement method is: OPEN BIDDING

The Edition of the Guidelines is: SADC Procurement and Grants


Guidelines, August 2021

1.2 The name, objectives, and description of the assignment are Sharepoint as
an Electronic Document and Records Management Systems to SADC
Secretariat

The primary objectives of this assignment are to

a). implement a customized SharePoint EDRMS tailored to the Secretariat's


records management needs.
b). develop automated workflows for document retention, classification, and
disposal.
c). ensure compliance with legal and organizational records management
policies and regulations.
1.3 The assignment is phased: “No”

1.4 A pre-bid conference will be held: “No”

1.5 The Procuring Entity will provide the following inputs: Not Applicable

1.7.3 The Procuring Entity envisages the need for continuity for downstream
work: “No”

2.1 The Last date to receive Requests for Clarifications is 25th November 2024
at Midnight Hours local Botswana time.

A list of questions and responses will be published on the SADC website.

The Last date for responses to requests for clarifications is 5th December
2024 at midnight local Botswana time.
Section 2. Information to Bidders 24

The address for requesting clarifications is:


SADC Secretariat
Private Bag 0095
Gaborone, BOTSWANA

Contact Person: Mr. Thomas Chabwera


Telephone: +267 364 1989 / 3951863
E-mail: [email protected] and [email protected]
Copy to: [email protected] , [email protected]

The correspondence shall bear the following reference: PROVISION OF


SHAREPOINT AS AN ELECTRONIC DOCUMENT AND RECORDS
MANAGEMENT SYSTEMS TO SADC SECRETARIAT– SADC/3/5/4/107
3.1 The language of the bidding process is English.
However, any supporting documents that are part of the bid shall be issued
in any SADC Secretariat official languages (i.e: English, French and
Portuguese). If the original documents are written in a language other than
SADC Secretariat official languages, they shall be accompanied by an
original certified translation into any of the SADC Secretariat official
languages. The cost of the translation shall be borne by the bidders.
In case of discrepancies between the original language and the language of
translation, the language of translation shall prevail.
3.3 (i) The Bidder “may not” subcontract any portion of the assignment.
(ii) The estimated implementation period for the assignment is: 90 days
followed by 9 months of Post implementation Service Support and
Maintenance.

Reports that are part of the assignment must be written in the following
language(s): English

3.4 Additional information in the Technical Proposal includes:


 Certificate of Incorporation
 Valid and Relevant Trading Licence
 VAT certificate
 Valid Tax Clearance Certificate
 Client references (at least 3) are required within the last 3 years.
 Duly completed sworn statement

Partnership and Certification

a) Have an active Microsoft Gold or Silver Partner such asMicrosoft


Certified: SharePoint Developer Associate
b) Microsoft 365 Certified: Teams Application Developer Associate
c) Microsoft Certified: Power Platform Developer Associate
Section 2. Information to Bidders 25

Azure Solutions Architect for SharePoint Online integrations.


 Have certified Microsoft professionals, such as(i)Microsoft Certified:
SharePoint Developer Associate

(i) Microsoft 365 Certified: Teams Application Developer Associate


(ii) Microsoft Certified: Power Platform Developer Associate
(iii) Azure Solutions Architect for SharePoint Online integrations.

3.6 The following expenses shall be considered reimbursable expenses: Not


Applicable

3.7 Taxes: Where applicable, bidders should include VAT in their pricing
clearly separated from the other quoted rates.

3.8 The fixed incidental expenses budget is US$: Not Applicable.

3.9 The maximum estimated budget for this contract is USD 55,000 (Fifty-Five
Thousand United States Dollars only).
NB: The SADC Secretariat will enter into contract only after
availability of funds after approval by Council.

3.12 Proposals must remain valid 120 days after the submission date

4.3 b)Bidders must submit electronic version of their proposals through


link as detailed in 4.4 of the BDS below.

4.4 Bidders must submit electronic version of the technical proposal only.
Bidders passing the threshold under 5.8 below (i.e. technically responsive
bids) will be asked to submit the financial proposals. The proposal
submission virtual link is: https://collab.sadc.int/s/qQyG5MR6NkiT89c

Submission will bear the reference as per 2.1 above of this BDS.

NB: Bidders that submit the Technical Proposal together with the
Financial Proposal at this stage will be disqualified.

4.5 The closing date for submission of bids shall be at or before 16th
December 2024 at Midnight Hours Local Botswana Time.

Bids received after this date and time shall be automatically disqualified.

5.1 The address to send information to the Procuring Entity is:

Head of Procurement
Section 2. Information to Bidders 26

SADC Secretariat
Private Bag 0095
Gaborone, BOTSWANA

Contact Person: Mr. Thomas Chabwera


Telephone: +267 364 1989 / 3951863
E-mail: [email protected] and [email protected]
Copy to [email protected] and [email protected] , [email protected]

5.3 There will be no public opening.

5.8 TECHNICAL SCORE (100 points)


The number of points to be given under each of the evaluation criteria are:

ORGANISATION AND METHODOLOGY - (60 Points)

Criteria Score
Understanding of Terms of Reference 10
 Understanding of the required assignment as detailed in
the TORs
Agile or Waterfall Methodology: 5
Workplan (clear and concise) 5

Proven Experience 30
 The firm must have in-depth knowledge and proven
experience in configuring and developing SharePoint
Online, including customizing features, workflows,
and document management solutions.
 The Firm must show understanding the broader
Microsoft 365 environment, including integration with
other Microsoft services such as Teams, OneDrive,
Power Automate, Power BI, and Microsoft Dynamics.
o Power Automate for creating workflows and
process automation.
o PowerApps for building custom apps that
integrate with SharePoint.
o REST APIs and Graph APIs for integration
and development of custom solutions
o Development Skills: Expertise in:
SharePoint Framework (SPFx) for
customizing SharePoint with modern web
technologies.

 The firm must have strong skills in structuring


Section 2. Information to Bidders 27

SharePoint sites, libraries, lists, metadata, content


types, and taxonomies to align with organizational
needs.
 Share the copies of the contract / purchase order for
the similar work for proof.

Organization and Staffing 10

Avail CVs and certificates of Staff members (minimum of 2


staff members) who will form part of the support and
implementation team.

QUALIFICATION AND COMPETENCE OF KEY EXPERTS (40


points) (FORM TECH 5)
The Firm should have a dedicated team of professionals (minimum of 2)
specializing in Microsoft Solutions

Criteria Score
Qualification and Skills 15
The implementing team should have the following combined
minimum qualification:
Certified Microsoft professionals including.
 Microsoft Certified: SharePoint Developer Associate
Microsoft Certified: Teams Application Developer Associate
Microsoft Certified: Power Platform Developer Associate
 Azure Solutions Architect for SharePoint Online
integrations.
 Proven experience using project management
methodologies like Agile or Waterfall to plan, execute,
and deliver SharePoint Online projects within scope,
budget, and timelines.
 The firm should employ project managers with
certifications such as Project Management Professional
(PMP) or Certified ScrumMaster (CSM), ensuring
effective management of project resources, risks, and
timelines.

General Professional Experience 5


 The firm should have a portfolio of successfully delivered at
least three (3) SharePoint Online projects in the last 5 years,
particularly in areas such as document management, records
management, intranet portals, or custom workflow
solutions.
 Five (5) years of experience in delivering SharePoint Online
solutions across industries, especially sectors with
Section 2. Information to Bidders 28

regulatory and compliance needs (e.g., government,


healthcare, finance), is an added advantage.
 Five (5) years of experience with both customizing
SharePoint Online to meet specific organizational
requirements and migrating data from legacy systems or
older versions of SharePoint to SharePoint Online.
 Expertise in implementing role-based access control
(RBAC), managing permissions, and ensuring data security
in SharePoint Online
 Knowledge of compliance standards (e.g., GDPR, ISO
27001) and how to configure SharePoint Online to meet
organizational and regulatory requirements, including
setting up retention policies, audit trails, and eDiscovery.

.
Specific Professional Experience 10
 The firm must have in-depth knowledge and proven
experience in configuring and developing SharePoint
Online, including customizing features, workflows, and
document management solutions. Understanding the broader
Microsoft 365 environment, including integration with other
Microsoft services such as Teams, OneDrive, Power
Automate, Power BI, and Microsoft Dynamics
 Expertise in SharePoint Framework (SPFx) for Customizing
SharePoint with Modern Web Technologies.
 Power Automate for Creating Workflows and process
Automation.
 Power Apps for building customs apps that integrate with
SharePoint.
 REST APIs and Graph APIs for Integration and
Development of Custom Solutions.
 Strong Skills in Structuring SharePoints sites, Libraries,
lists, Metadata, Content Types and Taxonomies to align
with Organization needs.
 Firm should have experience managing hybrid SharePoint
environments that integrate on-premises SharePoint with
SharePoint Online. Experience in working with Microsoft
Azure and understanding the underlying infrastructure that
supports SharePoint Online, including scaling, performance
optimization, and disaster recovery.

The minimum technical score required to pass: 70 points. Bids not reaching
70 points shall be considered not compliant. Out of the 70 points threshold,
Section 2. Information to Bidders 29

the best technical offer is awarded 100 points. The others receive points
calculated using the following formula: Technical score = (final score of the
technical offer in question/final score of the best technical offer) x100.

Technical scores will then be multiplied/weighted by 0.8.

5.13 Financial evaluation: The Evaluation Committee shall proceed with the
financial comparisons of the fees between the different financial offers.
Both the provisions for reimbursable costs and expenditure verification shall
be excluded from the comparison of the financial bids. The offer with the
lowest total fees shall receive 100 points. The others are awarded points by
means of the following formula:

Financial score = (lowest total fees /total fees of the tender being
considered) x 100.

Also expressed as: -

Sf = 100 x Fm/F, in which Sf is the financial score, Fm is the lowest price


and F the price of the proposal under consideration

Financial scores will then be multiplied/weighted by 0.2.

The weights given to the technical and Financial Proposals are:


T=_________ 0.8, and
P=_________ 0.2

6.3 The address where the negotiations of the contract (if required) will be held
is:
The SADC Secretariat
Plot 54385 New CBD
Private Bag 0095
City: Gaborone
Country: BOTSWANA

7.5 The expected date to commence the assignment is January 2025 but under
no circumstances shall be earlier than two (2) weeks after the contract
signature by both parties.
9.1 The procedures to be followed to appeal a Procuring Entity decision in the
procurement process are described in the article 7 of the SADC Secretariat
Procurement and Grants Guidelines, edition August 2021
Section 3. Technical Proposal Submission Form

Section 3. Technical Proposal Submission Form

[Comments in brackets [ ] provide guidance to the Bidders for the preparation of their Technical
Proposals; they should not appear on the Technical Proposals to be submitted.]

Contents
FORM TECH-1 TECHNICAL PROPOSAL SUBMISSION FORM............................................................30
FORM TECH- 2 COMMENTS AND SUGGESTIONS ON THE TERMS OF REFERENCE , ON
COUNTERPART STAFF AND FACILITIES TO BE PROVIDED BY THE PROCURING ENTITY AND ON
STANDARD FORM OF CONTRACT......................................................................................................31
FORM TECH-3 DESCRIPTION OF APPROACH, METHODOLOGY AND WORK PLAN FOR PERFORMING
THE ASSIGNMENT ......................................................................................................32
FORM TECH-4 TEAM COMPOSITION AND TASK ASSIGNMENTS.....................................................33
FORM TECH-5 CURRICULUM VITAE (CV) FOR PROPOSED PROFESSIONAL STAFF...
…...34

FORM TECH-6 STAFFING SCHEDULE …………….. 38

FORM TECH-7 WORK SCHEDULE....................................................Error! Bookmark not defined.


Section 3. Technical Proposal Submission Form

FORM TECH-1 TECHNICAL PROPOSAL SUBMISSION FORM

[Location, Date]

To: [Name and address of Procuring Entity]

Ladies/Gentlemen:

We, the undersigned, offer to provide the consulting services for [insert the title
and reference number of service contract] in accordance with your Bidding Documents
dated [insert the date] and our Proposal. We are hereby submitting our Proposal, which
includes this Technical Proposal, and a Financial Proposal sealed under a separate
envelope.

Our Proposal is binding upon us and subject to the modifications resulting from
correction and clarification made during the evaluation process, for a period of [insert the
number of days] form the deadline for submission of the bid, as indicated in the Data
Sheet reference to clauses 3.12 and 4.5.

We understand you are not bound to accept any Proposal you receive.

We remain,

Yours sincerely,

Name and Title of Signatory:


Name of Firm:
Address:
Phone:
Facsimile:
e-mail:
Section 3. Technical Proposal Submission Form

TEMPLATE OF THE SWORN STATEMENT

To be submitted on the headed notepaper of the legal entity concerned


<Date>
To: Southern African Development Community (SADC) Secretariat
CBD Plot 54385
Gaborone, Botswana

Your ref: < Publication reference >


Dear Sir/Madam
In response to your prequalification notice < Publication reference >, we, < Name(s) of
legal entity or entities>,
hereby declare that we do not fall into any of the following situations:
• being bankrupt or wound up, are having our affairs administered by the courts, have
entered into arrangements with creditors, have suspended business activities, are being
subject of proceedings concerning those matters, or are being in any similar situations
arising from a similar procedure provided for in the national legislation or regulations
of the SADC member states.
• have been convicted of offences concerning our professional conduct by a judgment,
which has the force of res judicata; (i.e. against which no appeal is possible).
• have been declared guilty of grave professional misconduct proven by any means which
Procuring Entity can justify.
• have been the subject of a judgment which has the force of res judicata for fraud,
corruption, involvement in a criminal organisation or any other illegal activity
detrimental to the Procuring Entity' financial interests.
• are being currently subject to an administrative penalty.

We further declare that in case we get shortlisted we will provide necessary supporting
documents that will prove that we do not fall into any of
Section 3. Technical Proposal Submission Form

FORM TECH- 2 COMMENTS AND SUGGESTIONS ON THE TERMS OF


REFERENCE, ON COUNTERPART STAFF AND FACILITIES TO BE
PROVIDED BY THE PROCURING ENTITY AND ON STANDARD CONTRACT
FORM

A – On the Terms of Reference

[Present and justify here any modifications or improvement to the Terms of Reference
you are proposing to improve performance in carrying out the assignment (such as
deleting some activity you consider unnecessary, or adding another, or proposing a
different phasing of the activities). Such suggestions should be concise and to the point
and incorporated in your Proposal.]

B – On Counterpart Staff and Facilities

[Comment here on counterpart staff and facilities to be provided by the Contracting


Authority as indicated in the TORs or include your own requirements of administrative
support, office space, local transportation, equipment, data, etc.]

C – On Standard Form of Contract

[Please recommend any change in the Standard Form of Contract’s clauses you would
like to see incorporated in the final Contract. Please indicate which of the proposed
changes, if not accepted by the Procuring Entity could determine you to reject the
Contract for this assignment. Use maximum 2 pages]
Section 3. Technical Proposal Submission Form

FORM TECH-3 DESCRIPTION OF APPROACH, METHODOLOGY AND


WORK PLAN FOR PERFORMING THE ASSIGNMENT

[Technical approach, methodology and work plan are key components of the Technical
Proposal. You are suggested to present your Technical Proposal (max. 30 pages, inclus-
ive of charts and diagrams) divided into the following three chapters:

6. Technical Approach and Methodology,


7. Work Plan, and
8. Organization and Staffing,

a) Technical Approach and Methodology. In this chapter you should explain your un-
derstanding of the objectives of the assignment, approach to the services, methodology
for carrying out the activities and obtaining the expected output, and the degree of detail
of such output. You should highlight the problems being addressed and their importance
and explain the technical approach you would adopt to address them. You should also
explain the methodologies you propose to adopt and highlight the compatibility of those
methodologies with the proposed approach.

b) Work Plan. In this chapter you should propose the main activities of the assignment,
their content and duration, phasing and interrelations, milestones (including interim ap-
provals by the Purchaser), and delivery dates of the reports. The proposed work plan
should be consistent with the technical approach and methodology, showing understand-
ing of the TOR and ability to translate them into a feasible working plan. A list of the fi-
nal documents, including reports, drawings, and tables to be delivered as final output,
should be included here. The work plan should be consistent with the Work Schedule of
Form TECH-7.

c) Organization and Staffing. In this chapter you should propose the structure and
composition of your team. You should list the main disciplines of the assignment and
proposed technical and support staff.]
FORM TECH-4 TEAM COMPOSITION AND TASK ASSIGNMENTS

Professional Staff

Name of Staff Area of Expertise Position Assigned Task Assigned

36 of 124
Section 3. Technical Proposal Submission Form

FORM TECH - 5 CURRICULUM VITAE (CV) FOR PROPOSED


PROFESSIONAL STAFF1

Proposed role in the project: [insert the name of the position and indicate the key
position]
1. Family name: [insert the name]
2. First names: [insert the names in full]
3. Date of birth: [insert the date]
4. Nationality: [insert the country or countries of citizenship]
5. Civil status: [insert: married/ divorced/single/ widower]
6. Contract details: Address: [insert the physical address]
Phone: [insert the phone and mobile no.]
E-mail: [insert the email]
8. Education:

Institution: Degree(s) or Diploma(s) obtained:


[Date from – Date to]
[indicate the month and the year] [insert the name of the diploma and the specialty/major]
[indicate the month and the year] [insert the name of the diploma and the specialty/major]

7. Language skills: (Indicate competence on a scale of 1 to 5) (1 – excellent; 5 – basic)

Language Reading Speaking Writing


[insert the language] [insert the no.] [insert the no.] [insert the no.]
[insert the no.] [insert the no.] [insert the no.] [insert the no.]
[insert the no.] [insert the no.] [insert the no.] [insert the no.]

8. Membership of professional bodies: [indicate the name of the professional body]


9. Other skills: [insert the skills]
10. Present position: [insert the name]
11. Years of experience: [insert the no]
12. Key qualifications: (Relevant to the assignment)
[insert the key qualifications]
13. Specific experience in the region:

Country Date from - Date to


[insert the country] [indicate the month and the year]
[insert the country] [indicate the month and the year]
1
The CV must not exceed eight (8) pages
Section 3. Technical Proposal Submission Form

[insert the country] [indicate the month and the year]


Section 4. Financial Proposal Submission Form 39

15. Professional experience:

Location of Company& reference


Date from
the person (name & contact Position Description
– Date to
assignment details)
Name of the Company: Name of the contract:
[indicate the
Address of the company: Beneficiary of the contract:
exact name and
[indicate the [indicate the Phone: Brief description of the contract:
title and if it
month and country and Fax: Responsibilities:
was a short
the year] the city] Email:
term or a long-
Name and title of the reference
term position]
person from the company:
Name of the Company: Name of the contract:
[indicate the
Address of the company: Beneficiary of the contract:
exact name and
[indicate the [indicate the Phone: Brief description of the contract:
title and if it
month and country and Fax: Responsibilities:
was a short
the year] the city] Email:
term or a long-
Name and title of the reference
term position]
person from the company:
Name of the Company: Name of the contract:
[indicate the
Address of the company: Beneficiary of the contract:
exact name and
[indicate the [indicate the Phone: Brief description of the contract:
title and if it
month and country and Fax: Responsibilities:
was a short
the year] the city] Email:
term or a long-
Name and title of the reference
term position]
person from the company:

39 of 124
Section 4. Financial Proposal Submission Form

16. Other relevant information: (e.g. Publications)


[insert the details]

17. Statement:

I, the undersigned, certify that to the best of my knowledge and belief, this CV correctly describes
myself, my qualifications, and my experience. I understand that any willful misstatement described
herein may lead to my disqualification or dismissal, if engaged.

I hereby declare that at any point in time, at the SADC Secretariat request, I will provide certified
copies of all documents to prove that I have the qualifications and the professional experience and
3
indicated at points 8 and 14 above 1, documents which are attached to this CV as photocopies.

By signing this statement, I also authorised the SADC Secretariat to contact my previous or
current employers indicated at point 14 above, to obtain directly reference about my professional
conduct and achievements.

Date:

ATTACHMENTS: 1) Proof of qualifications indicated at point 8


2) Proof of working experience indicated at point 14

1 3
The proof of stated qualifications shall be in the form of the copies of the degrees and diploma
obtained, while for the professional experience the proof shall be either acknowledgement letters
from the previous employers or copies of the contract signed with them.

40 of 124
Section 3. Technical Proposal Submission Form 41

FORM TECH-6 STAFFING SCHEDULE

Staff input (in the form of a bar chart)2 Total staff-days input3
N° Name of Staff1
1 2 3 4 5 6 7 8 9 10 11 12 n Home Field4 Total
Key Experts
[Home]
1
[Field]
2

n
Subtotal
Non key experts
TBA [Home]
1
[Field]
TBA
2
TBA
n
Subtotal
Total

Bidder to Confirm 24/7 Availability of

1
Position held in the Contract must be indicated as well.
2
Months/ weeks are counted from the start of the assignment. For each staff indicate separately staff input for home and field work.
3
Select months or weeks as needed.
4
Field work means work carried out at a place other than the Contractor’s home office.
Section 3. Technical Proposal Submission Form 42

FORM TECH-7 WORK SCHEDULE

Months2
1
N° Activity
1 2 3 4 5 6 7 8 9 10 11 12 n
1
2
3
4
5
6
7
8
9
10
11
12
n

1
Indicate all main activities of the assignment, including delivery of reports (e.g.: inception, interim, and final reports), and other
benchmarks such as Procuring Entity’s approvals. For phased assignments indicate activities, delivery of reports, and benchmarks
separately for each phase.
2
Duration of activities shall be indicated in the form of a bar chart.
Section 5. Standard Form of Contract

Section 4. Financial Proposal Submission Forms

[Comments in brackets [] provide guidance to the Service Providers for the preparation of
their Financial Proposals; they should not appear on the Financial Proposals to be
submitted.]

FORM FIN-1 FINANCIAL PROPOSAL SUBMISSION FORM.......................................42


FORM FIN-2 SUMMARY OF COSTS........................................................................43
Section 5. Standard Form of Contract

FORM FIN-1 FINANCIAL PROPOSAL SUBMISSION FORM

[Location, Date]
To: [Name and address of Procuring Entity]

Ladies/Gentlemen:

We, the undersigned, offer to provide the consulting services for [insert the title
and the reference number of consulting services] in accordance with your Bidding
Documents dated [insert the date] and our Proposal (Technical and Financial Proposals).
Our attached Financial Proposal is for the sum of US$ [insert the amount in words and
figures]. This amount is exclusive of the taxes (including social security), duties, fees,
levies, and other charges imposed under the applicable law in the Procuring Entity’s
country or in the countries of assignment, on our firm(s), subcontractors, and personnel
(other than nationals or permanent residents of the Procuring Entity’s country). However,
the Financial Proposal includes the reimbursable expenses indicated in the Data Sheet
reference to the clause 3.8, amounting US$ [insert the amount(s) in words and figures],
as well as the taxes indicated in the Data Sheet reference to clause 3.7, which we have
estimated at [insert the amount(s) in words and figures].

Our Financial Proposal shall be binding upon us subject to the modifications


resulting from correction and clarification made during the evaluation process, up to
expiration of the validity period of the Proposal.

Commissions and gratuities, if any, paid or to be paid by us to agents relating to


this Proposal and Contract execution, if we are awarded the Contract, are listed below:

Name and Address Amount and Purpose of Commission


of Agents Currency or Gratuity
___________________ _________________ __________________
___________________ _________________ __________________
___________________ _________________ __________________

We understand you are not bound to accept any Proposal you receive.

We remain,

Yours sincerely,

Name and Title of Signatory:


Name of Firm:
Address:
Phone:
Facsimile:
E-mail:
FORM FIN-2 SUMMARY OF COSTS

PROVISION OF SHAREPOINT AS AN ELECTRONIC DOCUMENT


AND RECORDS MANAGEMENT SYSTEMS TO SADC
SECRETARIAT.

Indicate Cost for the entire period of 90 days followed by 9 months of Post
implementation Service Support and Maintenance.
Name and Description of Quantity Unit Total Price
Item No. services price (USD)

Cost of licensing and [no of [insert the [insert the


1 units] price] price]

2 ProDirect support.
3 Implementation fees
Subtotal 1 [insert the
subtotal
price]

VAT [insert the


VAT]
Grand [insert the
TOTAL grand total
Support price]
Cost (VAT
Inclusive)
46

Section 5. Terms of Reference

TERMS OF REFERENCE

PROVISION OF SHAREPOINT AS AN ELECTRONIC DOCUMENT


AND RECORDS MANAGEMENT SYSTEMS TO SADC
SECRETARIAT

CONTRACT REFERENCE NUMBER: SADC/3/5/4/107.


47

TERMS OF REFERENCE
1. BACKGROUND INFORMATION..........................................................................................
1.1 PARTNER COUNTRY AND PROCURING ENTITY..............................................................
1.2 CONTRACTING AUTHORITY..........................................................................................
1.3 COUNTRY BACKGROUND..............................................................................................
1.4 CURRENT SITUATION IN THE SECTOR...........................................................................
1.5 RELATED PROGRAMMES AND OTHER DONOR ACTIVITIES..........................................
2. OBJECTIVE, PURPOSE & EXPECTED RESULTS...............................................................
2.1 OVERALL OBJECTIVE....................................................................................................
2.2 PURPOSE (SPECIFIC OBJECTIVE)...................................................................................
2.3 RESULTS TO BE ACHIEVED BY THE CONTRACTOR........................................................
3. ASSUMPTIONS & RISKS.......................................................................................................
3.1 ASSUMPTIONS UNDERLYING THE PROJECT...................................................................
3.2 RISKS............................................................................................................................
4. SCOPE OF THE WORK...........................................................................................................
4.1 GENERAL......................................................................................................................
4.2 SPECIFIC WORK.............................................................................................................
4.3 PROJECT MANAGEMENT...............................................................................................
5. LOGISTICS AND TIMING......................................................................................................
5.1 LOCATION.....................................................................................................................
5.2 START DATE & PERIOD OF IMPLEMENTATION..............................................................
6. REQUIREMENTS.....................................................................................................................
6.1 STAFF...........................................................................................................................
6.2 OFFICE ACCOMMODATION............................................................................................
6.3 FACILITIES TO BE PROVIDED BY THE CONTRACTOR.....................................................
6.4 EQUIPMENT...................................................................................................................
6.4 INCIDENTAL EXPENDITURE...........................................................................................
6.5 EXPENDITURE VERIFICATION........................................................................................
7. REPORTS..................................................................................................................................
7.1 REPORTING REQUIREMENTS.........................................................................................
7.2 SUBMISSION & APPROVAL OF REPORTS........................................................................
8. MONITORING AND EVALUATION.....................................................................................
8.1 DEFINITION OF INDICATORS.........................................................................................
8.2 SPECIAL REQUIREMENTS..............................................................................................
9. BUDGET...................................................................................................................................
48
49

TERMS OF REFERENCE

1. BACKGROUND INFORMATION
1.1. Partner country and procuring entity.
Southern African Development Community (SADC)

1.2. Contracting authority


Southern African Development Community Secretariat (SADC Secretariat)

1.3. Country background


The Southern African Development Community (SADC) is a Regional Economic
Community comprising 16 Member States, namely; Angola, Botswana, Comoros,
Democratic Republic of Congo, Eswatini, Lesotho, Madagascar, Malawi, Mauritius,
Mozambique, Namibia, Seychelles, South Africa, Swaziland, Tanzania, Zambia,
Zimbabwe. Established in 1992, SADC is committed to Regional Integration and
poverty eradication within Southern Africa through economic development and
ensuring peace and security.

1.4. Current situation in the sector


The Secretariat has implemented Microsoft SharePoint for document collaboration
but requires customization of its platform to serve as an Electronic Digital Records
Management System (EDRMS) to streamline records management processes and
ensure compliance with legal and regulatory requirements. This initiative will
enhance operational efficiency and institutional memory retention across the
organization.

The Secretariat currently utilizes SharePoint for document sharing and collaboration,
but the platform lacks a formalized structure for managing records systematically.
The Secretariat has identified a need to implement a customized EDRMS to support
its goals of improving records governance, accessibility, and security.

1.5. Related programmes and other donor activities


This project aligns with the Secretariat's broader digital transformation strategy and
builds on existing IT infrastructure initiatives, including document digitization and
data governance efforts.
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2. OBJECTIVE, PURPOSE & EXPECTED RESULTS

2.1 Overall objective


SADC Secretariat is requesting proposals from qualified Microsoft partners to
customize Microsoft SharePoint into a fully functional Electronic Digital Records
Management System (EDRMS) that enhances the Secretariat’s records
management processes, improves accessibility, and ensures compliance with
regulatory standards.

2.2 Purpose (Specific Objective)


The primary objectives of this assignment are to:
a. implement a customized SharePoint EDRMS tailored to the Secretariat's
records management needs.
b. develop automated workflows for document retention, classification, and
disposal.
c. ensure compliance with legal and organizational records management
policies and regulations.

2.3 Results to be achieved by the contractor.


The deliverables expected from the service provider include, but are not limited to:

a. A fully customized SharePoint EDRMS, including configuration of document


libraries, retention policies, access controls, and audit trails.
b. Successful migration of existing records into the new system, with full
metadata preservation.
c. User training on the system’s functionality for key staff members.
d. Delivery of a final report detailing the system’s configuration, workflows, and
user guide.

3. ASSUMPTIONS & RISKS

3.1 Assumptions underlying the project


The project assumes the following:

a. Stakeholder Engagement - It is assumed that all relevant stakeholders (e.g.,


IT staff, records managers, and end-users) will actively participate in the
project to provide necessary input and feedback during customization.
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b. Access to Existing Systems: The firm will have timely access to the current
SharePoint platform, records, and any other legacy systems to facilitate
customization and migration.
c. Infrastructure Availability - The necessary IT infrastructure (servers,
network bandwidth, storage, etc.) will be available to support the
implementation, customization, and scaling of SharePoint as an ERMS.
d. Clear Requirements - All business and functional requirements will be
clearly defined and agreed upon at the start of the project to guide the
customization process.
e. Legal and Compliance Alignment - The customization will adhere to the
organization’s legal, regulatory, and records management policies, ensuring
compliance with applicable laws and standards.
f. User Training and Adoption - Users will be willing to participate in training
sessions and adapt to the new system for successful deployment and
adoption.
g. IT Support and Collaboration - The organization’s internal IT team will
provide support and collaborate with the firm throughout the customization
process, including system access, troubleshooting, and integration with other
platforms.
h. Project Timelines - The project will be completed within the agreed timeline
(90 days) without major disruptions or delays.

3.2 Risks
The implementation of a Cloud Disaster Recovery Site entails various risks that must
be identified and mitigated to ensure the success of the project.
Risk description Risk level Mitigation Measures
52

Data Migration Risks Medium  Conduct thorough data


mapping and validation before
Risk: Loss or corruption of data migration.
during the migration of records  Perform a pilot migration with
from legacy systems to the new a subset of data to identify
SharePoint ERMS. potential issues early.
 Create backup copies of all
records before migration.
 Use specialized migration
tools to ensure the integrity of
the data and metadata during
transfer.
 Test the migrated data to
ensure accuracy and
completeness.
User Resistance to Change High  Engage key stakeholders early
in the project to build
Risk: Resistance from staff ownership and support.
unfamiliar with the new system or  Conduct comprehensive
reluctant to adopt new training and awareness
processes, leading to low user programs to familiarize users
engagement. with the new system and
highlight its benefits.
 Offer ongoing support post-
implementation, including
helpdesk services and user
guides.
 Use change management
techniques, such as gradual
rollout and user feedback
sessions, to ease the
transition.
Incomplete Requirements High  Conduct detailed stakeholder
Gathering consultations to gather
comprehensive requirements
Risk: Failure to capture all user before starting customization.
and business requirements,  Develop a requirements
leading to a system that does not traceability matrix to ensure all
meet the organization's needs. requirements are met during
system development.
 Engage both IT and records
management experts to
ensure that the system aligns
with organizational and legal
requirements.
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Integration Challenges Medium  Perform compatibility


assessments to ensure that
Risk: Difficulty integrating SharePoint can seamlessly
SharePoint ERMS with other integrate with other existing
systems, such as Active systems.
Directory, ERP, or other  Engage technical experts with
collaboration tools, which may experience in system
result in delays or functionality integration to handle complex
issues. connections.
 Develop a detailed integration
plan, including timelines and
technical resources needed.
 Conduct integration testing to
ensure smooth operation
between systems before going
live.
Security and Compliance  Implement role-based access
Risks control (RBAC) to restrict
access to sensitive
Risk: Insufficient security information.
controls or non-compliance with  Ensure that the system
legal and regulatory standards, supports data encryption both
leading to unauthorized access at rest and in transit.
to sensitive records or files.  Develop and enforce data loss
prevention (DLP) policies.
 Ensure compliance with
industry standards such as
GDPR, ISO 15489, and local
records management
regulations.
 Conduct security audits during
and after customization to
identify vulnerabilities.
Performance and Scalability  Design the system with
Issues scalability in mind,
ensuring that it can handle
Risk: The customized future growth in record
SharePoint system may volume.
experience performance issues  Optimize search indexing
(e.g., slow search or retrieval and database management
times) or may not scale well as to improve performance.
the volume of records grows.  Conduct load testing to
assess how the system
performs under different
levels of demand.
 Plan for infrastructure
54

upgrades if necessary,
including server capacity or
cloud storage expansion.
55

Project Delays  Develop a detailed project


plan with clear milestones
Risk: The project may face and deliverables.
delays due to unforeseen  Implement a change
technical challenges, scope management process to
changes, or lack of stakeholder evaluate and control scope
engagement. changes.
 Conduct regular progress
reviews and maintain open
communication with all
stakeholders.
 Assign a dedicated project
manager to oversee
timelines, manage
resources, and resolve
issues promptly.
Lack of Adequate Post-  Provide ongoing technical
Implementation Support support and maintenance
contracts post-
Risk: Users may encounter implementation.
issues with the new system post-  Set up a user helpdesk to
implementation, with insufficient troubleshoot and resolve
support available to address user issues in real time.
these challenges, impacting  Offer refresher training and
system adoption and efficiency. updates to ensure users
remain familiar with the
system.
 Regularly review system
performance and apply
updates or patches as
needed to maintain smooth
functionality.
Inadequate Testing  Develop a comprehensive
testing plan, including
Risk: Insufficient testing of the system testing, integration
customized system may lead to testing, and user
bugs, glitches, or functionality acceptance testing (UAT).
issues when it is rolled out to  Use real user scenarios
users. during UAT to ensure that
the system functions as
expected in the operational
environment.
 Implement a testing
feedback loop to address
issues identified during
testing before full
56

deployment.
Budget Overruns  Define a clear project
scope and stick to the
Risk: Customization may exceed agreed-upon requirements
the allocated budget due to to avoid unnecessary
unforeseen costs, scope scope creep.
changes, or technical challenges.  Use milestone-based
payments to maintain
budgetary control and
ensure progress aligns with
financial outlays.

4. SCOPE OF THE WORK AND DELIVERABLES

4.1 General
Project description
The project involves several key activities to Customise the Microsoft SharePoint as
an Electronic Document and Records Management Systems (EDRMS). Each
activity is crucial for the successful deployment and operation of the SharePoint as
an EDRMS:

Fully Customized SharePoint Records Management System

 Configuration of Document Libraries: SharePoint must be customized with


structured document libraries, supporting metadata tagging, classification,
and organization of records.
 Enhanced Search Metadata: Implement metadata fields optimized for
search to improve document retrieval efficiency. AI tools rely on robust
metadata to find relevant documents or provide intelligent search results.
 AI-driven Insights: Ensure metadata is enriched in a way that AI tools like
Copilot can leverage it for generating insights, predictions, or automated
summaries based on document contents.
 Automated Metadata Tagging: Implement AI-driven tagging within
SharePoint that automatically assigns metadata based on content analysis.
This helps Copilot tools better understand the context of documents and
improve suggestions.
 Power Automate Integration: Use Power Automate to automate the
process of updating metadata based on changes in documents, ensuring
metadata stays current for AI tools to leverage during document creation or
data retrieval processes.
 Metadata Standardization: Ensure all metadata is standardized across the
platform. For example, enforce date formats, consistent term usage, and
structured naming conventions to enhance AI analysis.
 Entity Recognition and Labeling: Tag metadata fields with entities that are
relevant for AI tools like Copilot, such as people, locations, organizations, and
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other key data points that the AI can utilize in assisting users with document
generation, insights, or analysis.
 Rich Metadata: Add rich metadata to documents, including context about the
document’s purpose, intended audience, and business relevance. This
enables AI tools to better interpret the document’s content for predictive
suggestions or insights.
 Metadata Accessibility: Ensure that SharePoint metadata is accessible via
Microsoft Graph API or REST API, which AI tools like Copilot will use to
fetch data for processing.
 Dataset Export Capability: Configure SharePoint to export metadata into AI-
compatible formats (e.g., JSON, CSV, or XML) if needed for external machine
learning models or integration with AI tools that require access to metadata as
a dataset.
 Automated Retention and Disposal Policies: Implementation of automated
workflows to manage the lifecycle of records, including retention schedules,
disposal policies, and legal holds.
 Version Control and Audit Trails: Enable versioning to track document
changes and provide a full audit trail for actions taken on records, ensuring
accountability and transparency.

Enhanced Security and Access Controls

 Role-Based Access Control (RBAC): Properly implemented security layers


where access to records is restricted based on user roles, ensuring only
authorized personnel can view, edit, or delete specific documents.
 Role-based Access to Metadata: Customize metadata visibility based on
user roles and permissions to ensure that AI tools respect access controls
when generating insights or assisting with document creation.
 Secure API Access: Ensure secure API connections for Microsoft Copilot or
other AI tools to access SharePoint metadata without exposing sensitive or
unauthorized data.
 User Authentication: Integration of secure login mechanisms such as Active
Directory or Single Sign-On (SSO) to manage user access and security
across the system.

Seamless Data Migration

 Migration of Existing Records: Successful migration of all existing records


from legacy systems into the SharePoint RMS without any data loss, ensuring
the integrity and accessibility of historical records.
 Metadata Preservation: Ensure that all metadata associated with the
migrated records is preserved and correctly applied in the new system.
58

Search and Retrieval Functionality

 Advanced Search Capabilities: Implementation of robust search tools,


including keyword search, metadata search, and filters, allowing users to
retrieve records quickly and accurately.
 Faceted Navigation: Provide advanced filtering and categorization of search
results to refine searches based on predefined metadata, document types, or
creation dates.

User Training and System Documentation

 Comprehensive User Training: Conduct training sessions for key staff


members to ensure they are proficient in using the new records management
features, including document submission, retrieval, and workflow
management.
 The following key training categories should be prioritized:
a) Records Management Unit staff,
b) System administrators and super users
c) End users.
 User Manuals and Guides: Deliver detailed user manuals and system
documentation, including guides for both end-users and system
administrators, ensuring effective long-term use of the system.

Compliance and Governance

 Regulatory Compliance: Ensure that the SharePoint RMS complies with


relevant legal and organizational records management standards (e.g.,
GDPR, ISO 15489), supporting the organization’s governance and legal
requirements.
 e-Discovery and Legal Holds: Configure features for e-Discovery, enabling
easy retrieval of records for legal and compliance purposes, and the ability to
apply legal holds on documents to prevent deletion during legal proceedings.
 Metadata Retention Policies: Implement retention and disposal policies for
metadata to ensure that old or irrelevant metadata is not included in the AI
dataset, which can impact accuracy or compliance.

Efficient Workflow Automation

 Automated Record Review and Approval Processes: Design and


implement workflows for document approvals, reviews, and retention policy
enforcement, ensuring that records are properly managed without manual
intervention.
 Notifications and Alerts: Enable notifications for actions such as document
updates, pending approvals, or approaching retention expiration, ensuring
timely management of records.
59

Scalability and Performance

 Performance Optimization: Optimize SharePoint’s performance for large


metadata sets. AI tools require efficient access to metadata, so indexing and
query optimization for large datasets is essential.
 Scalability for AI Processing: Ensure the system can scale to
accommodate growing datasets and metadata as the organization increases
its use of SharePoint and AI capabilities. Metadata should be well-structured
to avoid performance bottlenecks when AI tools like Copilot are processing
large amounts of data.

System Testing and User Acceptance

 Thorough System Testing: Conduct rigorous testing to ensure the


customized SharePoint RMS is fully operational and meets the specified
requirements.
 User Acceptance Testing (UAT): Facilitate user acceptance testing to
ensure the system meets the needs of the organization, allowing users to
verify functionality and provide feedback.

Final Report and Project Closure

 Comprehensive Final Report: Submit a detailed report outlining the work


completed, system configurations, customizations, training sessions
conducted, and any recommendations for future improvements.
 Successful Project Sign-Off: Achieve formal sign-off from the organization,
confirming that the system has been successfully deployed and meets all
outlined objectives.

4.2 Geographical area to be covered.


To ensure both proximity and compliance with data sovereignty requirements data is
to be hosted within the SADC region. This covers data generated from within the
SADC region.
4.3 Target groups
Suitable service providers with SADC region.

4.4 Specific work


As per “annexure I – User requirements”.

4.5 Project management


4.5.1 Responsible body
SADC Secretariat is based in Gaborone, Botswana.
60

4.5.2 Management structure


The service provider will report to the Ag. Senior Officer Records Management Unit.

4.6 Facilities to be provided by the contracting authority and/or other parties


For all experts working on the project SADC Secretariat, as the Contracting
Authority, will facilitate venue for meetings. Any other residence, work and related
documentation and logistics are entirely the responsibility of the service provider.

5. LOGISTICS AND TIMING

5.1 Location
This project will be carried out from Gaborone, Botswana.

5.2 Start date & period of implementation.


The implementation timeline shall be 90 days followed by 9 months of Post
implementation Service Support and Maintenance.

6. REQUIREMENTS

6.1 Staff
Note that civil servants and other staff of the public administration, of the partner
country or of international/regional organisations based in the country, shall only be
approved to work as experts if well justified. The justification should be submitted
with the tender and shall include information on the added value the expert will bring
as well as proof that the expert is seconded or on personal leave.
6.1.1 Expertise - Firm

Experts have a crucial role in implementing the contract. The contracting authority is
indicating an absolute minimum input in terms of related qualifications and
experience for whole team of experts provided by the consulting firm.

The Firm should have a dedicated team of professionals (minimum of 2) specializing


in Microsoft Solutions with the following combined experience: -
61

Technical Expertise

 Proficiency in SharePoint Online - The firm must have in-depth knowledge


and proven experience in configuring and developing SharePoint Online,
including customizing features, workflows, and document management
solutions.
 Microsoft 365 Ecosystem Expertise - Understanding the broader Microsoft
365 environment, including integration with other Microsoft services such as
Teams, OneDrive, Power Automate, Power BI, and Microsoft Dynamics.
 Development Skills: Expertise in:
o SharePoint Framework (SPFx) for customizing SharePoint with
modern web technologies.
o Power Automate for creating workflows and process automation.
o PowerApps for building custom apps that integrate with SharePoint.
o REST APIs and Graph APIs for integration and development of
custom solutions.

 Experience with Information Architecture - Strong skills in structuring


SharePoint sites, libraries, lists, metadata, content types, and taxonomies to
align with organizational needs.

Experience and Portfolio

 Proven Track Record - The firm should have a portfolio of successfully


delivered SharePoint Online projects, particularly in areas such as document
management, records management, intranet portals, or custom workflow
solutions.
 Industry Experience - Experience in delivering SharePoint Online solutions
across industries, especially sectors with regulatory and compliance needs
(e.g., government, healthcare, finance), is an added advantage.
 Customization and Migration Expertise - Experience with both
customizing SharePoint Online to meet specific organizational
requirements and migrating data from legacy systems or older versions of
SharePoint to SharePoint Online.

Certifications

 Microsoft Partner Status - The firm should ideally be a Microsoft Gold


Partner or Microsoft Silver Partner in areas such as:
o Collaboration and Content (demonstrates expertise in SharePoint and
Microsoft 365 solutions).
o Cloud Platform (experience in deploying cloud solutions, including
SharePoint Online).
 Certified SharePoint Developers - The firm should have certified Microsoft
professionals, such as:
o Microsoft Certified: SharePoint Developer Associate
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o Microsoft 365 Certified: Teams Application Developer Associate


o Microsoft Certified: Power Platform Developer Associate
o Azure Solutions Architect for SharePoint Online integrations.

Project Management and Methodologies

 Agile or Waterfall Methodology: Proven experience using project


management methodologies like Agile or Waterfall to plan, execute, and
deliver SharePoint Online projects within scope, budget, and timelines.
 Certified Project Managers: The firm should employ project managers with
certifications such as Project Management Professional (PMP) or Certified
ScrumMaster (CSM), ensuring effective management of project resources,
risks, and timelines.

Security and Compliance Expertise

 SharePoint Security: Expertise in implementing role-based access control


(RBAC), managing permissions, and ensuring data security in SharePoint
Online.
 Compliance: Knowledge of compliance standards (e.g., GDPR, ISO 27001)
and how to configure SharePoint Online to meet organizational and regulatory
requirements, including setting up retention policies, audit trails, and
eDiscovery.

Cloud and Infrastructure Expertise

 Azure and Cloud Integration: Experience in working with Microsoft Azure


and understanding the underlying infrastructure that supports SharePoint
Online, including scaling, performance optimization, and disaster recovery.
 Hybrid Solutions: If required, the firm should have experience managing
hybrid SharePoint environments that integrate on-premises SharePoint with
SharePoint Online.

6.1.2 Support staff & backstopping.


N/A

6.2 Office accommodation


No office accommodation required.
63

6.3 Facilities to be provided by the contractor.


For all experts working on the project, SADC Secretariat, as the Contracting
Authority, will facilitate venue for meetings. Any other residence, work and related
documentation and logistics are entirely the responsibility of the service provider.

6.4 Equipment
No equipment is to be purchased on behalf of the contracting authority / procuring
entity as part of this service contract or transferred to the contracting authority /
procuring entity at the end of this contract. Any equipment related to this contract
that is to be acquired by the procuring entity must be purchased by means of a
separate supply tender procedure.

6.5 Incidental expenditure


Not applicable.

6.6 Expenditure verification


Not required.

7. REPORTS

7.1 Reporting requirements


The following is a list of reports that must be included as part of deliverables:
Name of report Content Time of submission
Inception report The Inception Report No later than 7 days after
marks the initial phase of the start of
the project, outlining the implementation
approach, plan, and key
stakeholders. It confirms
the understanding of the
project objectives and
scope.
Requirements and This document defines the No later than 14 days from
Specification Document specific business and the start of
technical requirements implementation
needed to customize
SharePoint into a fully
functional EDRMS.
Solution Design and This deliverable provides a No later than 21 days after
Architecture detailed blueprint for how the start of the project
the SharePoint EDRMS
will be configured and
implemented, addressing
both functional and
64

technical aspects.
Technical Includes all the No later than 65 days after
Documentation/Manuals documentation needed to the start of
support the ongoing use, implementation.
administration, and
maintenance of the
customized SharePoint
EDRMS.
Final report and signoff The Final Report Prior to project closure.
summarizes the entire Within one week of
project, provides an receiving comments on
overview of the the draft final report from
deliverables, and marks the project manager
the formal conclusion of identified in the contract.
the project. It will also
include any outstanding
issues or follow-up actions.

Payment schedule is related to implementation milestones, reports and their


approvals, as follows:
 Upon Completion of Initial Planning and Scoping – 30%
 Upon Completion of Technical Development and – 40%
 Upon Final Delivery and Sign-Off – 30%

7.2 Submission & approval of reports


All reports and documentation drafts are to be submitted in Microsoft Word (docx)
format, and final reports are to be submitted in pdf format.

8. MONITORING AND EVALUATION

8.1 Definition of indicators


Indicators are to be monitored per items listed under section 4: Scope and
Deliverables and Section 7.

8.2 Special requirements


N/A

9. BUDGET
The assignment is budgeted for within the SADC Secretariat’s Records
Management Unit budget. The cost shall include all implementation fees. This
Service contract estimated budget is for a maximum value of US$55,000.00..
65

USER REQUIREMENTS FOR CUSTOMIZATION OF SHAREPOINT AS EDRMS


WITHIN SADC SECRETARIAT.
66
67

Table of content
1. Introduction............................................................................................................4
1.1. Document Management – Overview.....................................................................4
1.2 Records Center.....................................................................................................4
1.3. Document Libraries.............................................................................................5
1.3.1. SADC Secretariat Document Libraries Structure..............................................6
1.4. Registry................................................................................................................7
2. Functional Requirements.......................................................................................7
2.1. Records capture....................................................................................................7
2.2. Naming Conventions............................................................................................7
2.3. OCR Scanning.....................................................................................................8
2.4. Records Metadata................................................................................................8
2.5. Security Classification..........................................................................................9
2.6. Access and security...........................................................................................10
2.6.1 System access.................................................................................................10
2.6.2 Access and security controls............................................................................10
2.7. Classification Plan..............................................................................................11
2.8. User profile.........................................................................................................11
2.9. Audit trail.............................................................................................................11
2.10. Search and Retrieval........................................................................................12
2.10.1. Search...........................................................................................................12
2.10.2 Retrieval.........................................................................................................13
2.10.3 Display............................................................................................................13
2.10.4. Printing..........................................................................................................14
2.11. Reporting..........................................................................................................14
2.11.1. Reporting on folders and records...................................................................14
2.11.2. Reporting on user activity...............................................................................15
2.11.3. Reporting on access and security..................................................................15
2.11.4. Reporting on disposal activity.........................................................................15
2.12. Retention Schedule..........................................................................................15
2.13. Destruction of records......................................................................................16
2.14. Email................................................................................................................16
3. Technical requirements.........................................................................................16
3.1. System Architecture and Integration…………………………………….………….17
3.2. Records Management and Metadata…………………………….…………………17
3.3. Access and Security………………………………………………………………….17
3.4. Search and retrieval…………………………………………...……………………..18
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1. Introduction

The SADC Secretariat SharePoint records management module is designed to


serve as an essential tool for managing records and documents within the
organization. It offers capabilities such as storage, filing, and searching, while also
enabling a collaborative environment where users can share and co-author
documents. SharePoint has already been deployed for document collaboration, and
the current focus is on customizing its records management features.

To ensure the success of this initiative, it is crucial for all users at SADC to fully
adhere to the SharePoint system as their electronic digital records management
platform. This compliance is vital for maintaining the institutional memory of the
organization, ensuring that all records are systematically stored, preserved, and
easily retrievable.

The customized records management module will include the following components:

 Document Management: A section for organizing and managing documents


effectively.
 Records Center: A centralized repository for long-term records storage.
 Document Libraries: Structured storage for specific document collections.
 Registry: A formal log or system for registering official records.

1.1. Document Management - Overview


This component will serve as a storage facility for documents in their non-final form
(drafts). The Document Management component should cater for the following
functionalities:
 Allow users to create, update and share documents;
 An organization structure with different access privileges on how the
documents in this component shall be organised and accessed;
 Allow simultaneous access and edits of documents by multiple users;
 Support for different file formats;
 Document check-out and check-in features;
 Different document storage libraries for different user groups; and
 Have version control feature for documents within the libraries.

1.2 Records Center


This component will serve as a storage facility for documents declared as records
(final version of document). A function to declare a document as a record should be
69

customized and a workflow that triggers Records Management Unit when users
declare a document as a record should be included with a drop-down menu for vital
records classification.
The Records Center component must cater for the following functionalities:
a) Allow users to file a document after it being declared as record;
b) Allow users to input the necessary metadata when a record is filed;
c) Allow users to search and access records using different metadata (date, title,
reference number, key word);
d) Limit access to non-authorized users;
e) An organisation structure with different access privileges on how the documents
in this component shall be organised and accessed;
f) Allow simultaneous access to records by multiple users;
g) Support for PDF file formats;
h) View, download, print and share records through a link;
i) Different document storage libraries for different user groups;
j) Apply retention schedule and flag records due for destruction.

1.3. Document Libraries


Document Libraries will provide a secure place to store files where users can easily
find and work on them together. The document libraries will have a single
aggregated view of multiple folders and their contents. Libraries can be added,
edited, deleted by authorised personnel. There will be strict control of who has
access to a library, a folder within a library, or an individual file within a library.

The table below shows the different Document Libraries to be created for the SADC
Secretariat online SharePoint EDRMS.

SADC Secretariat Document Libraries


N/O Document library name Business owner
01 ESO ES Office
02 Organ Organ Directorate
03 PPRM PPRM Directorate
04 HRA HRA Directorate
05 Finance Finance Directorate
06 FIC FIC Directorate
07 IDT IDT Directorate
08 I&S I&S Directorate
09 CPRU CPR Unit
70

10 Audit and Risk Audit & Risk Management


Directorate
11 Legal Unit Legal Unit
12 FANR Directorate
13 Gender Unit Gender Unit
14 ICT Unit ICT unit
15 Procurement Unit Procurement Unit
16 SPGRC SPGRC
17 RPTC RPTC
18 RCTC RCTC
19 SHOC SHOC
20 SADC PR/AU SADC PR/AU

NB: Note that SPGRC, RCTC, SHOC, SADC PR/AU are satellite offices operating
from different locations than the SADC Secretariat HQ. It should also be noted that
these locations are in different countries than the SADC Secretariat HQ.

1.3.1. SADC Secretariat Document Libraries Structure


Under each of the above-mentioned document libraries, the system should allow for
creation of sub-folders according to each directorate/unit structure. Relevant
documents will be provided to the service provider to assist with this assignment.

The below example outlines some sub-folders to be created under HRA directorate
document library which should be replicated for all directorates/units:

HRA
- General (Accessed by director HRA and all HRA SO)
- L&D (Accessed by L&D staff)
- RRR (Accessed by RRR staff)
- Admin (Accessed by Admin staff)
- CSU (Accessed by CSU staff)
- RMU (Accessed by RMU staff)

Each document library must allow for the creation of specific folders or documents
with the possibility of assigning access rights according to the relevance of the
matter. The system should further allow creation of document libraries and specific
folders based on the SADC Secretariat and satellite offices file classification
scheme/file plan.
71

1.4. Registry
Registry will be a document library accessed only by RMU staff. Under Registry a
workflow must be customized to cater for the following:
 Store and manage all incoming mail.
 Allocation of mail to the relevant action officers.
 Action officers should be able to view, download, share and re-assign the
document, with CC where required.
 The RMU staff should be able to trace the correspondence allocated to the
action officers to determine the status/location.

2.Functional Requirements
1.1. Records capture
The system must be able to:
 Capture, register and store digital records regardless of format and technical
characteristics so that when retrieved they can be reproduced, viewed and
manipulated in the same manner as the original.
 Allow users to capture, register and store all digital objects in their native
format.
 Capture a digital object even if the generating application is not present.
 The System must not limit the number of records that can be allocated to a
folder or captured within the entire system.
 The System must be able to capture incoming and outgoing electronic
messages and attachments as:
a) an automated process, and/or
b) as selected and directed by a user.
 Registration of records with data entry screens which can accommodate
metadata according to record type such as correspondence, email and
physical file.
 At the time of registration, a unique record identifier is automatically
generated.
 File Classification Scheme (File Plan) and Retention Schedule must be
applied to the record at the time of registration with the ability to change /
amend at a later date.
 Records can only be registered once, the system will not permit duplicate
registration of the same record in the same format.
 The System must allow electronic messages and attachments to be captured
from within an electronic messaging system, such as an email client.
72

 The System must allow a user to choose whether to capture an electronic


message, such as an email, with attachments as:
c) an electronic message only;
d) an electronic message with attachments;
e) the attachments only;
f) any combination of the above
 The System must be able to indicate whether an electronic message in the
system has an attachment.
 The System must be able to undertake the bulk capture of electronic
messages relating to the same transaction.
 The System must be able to undertake a bulk import of records exported from
other records management or document management systems, capturing:
a) digital records in their existing format,
b) maintaining their content and structure;
c) digital records and their metadata, maintaining the relationships between
them; and
d) the folder structure to which the records are assigned and associated
metadata, maintaining the relationships between them.

1.2. Naming Conventions


The system must have:
 Ability to incorporate automated naming convention for example date, file
code and numeric sequence.
 Naming conventions can be applied to different document types/object
modules.

1.3. OCR Scanning


The system must allow the following:
 Captures physical records that have been digitised using OCR and imaging
technologies.
 OCR in English, French and Portuguese.
 Can integrate with industry standard scanning and imaging solutions such as
KOFAX.

1.4. Records Metadata


 The system must be able to automatically capture metadata acquired directly
from an authoring application, an operating system, or generated by the
ERMS itself.
73

 The system must be able to capture metadata entered manually by a user


during registration.
 The System must capture all metadata specified during configuration and
retain it with the digital record in a tightly bound relationship at all times.
 The System must prevent the amendment of selected metadata elements
(particularly metadata acquired directly from an authoring application, an
operating system, or generated by the ERMS itself)
 The System must enable a System Administrator to restrict the ability to
amend record metadata, so that:
a) only selected metadata elements can be edited by any user during
registration;
b) selected metadata elements can only be edited by an authorised user
during registration; and
c) selected metadata elements can be edited by an authorised user after
registration
 The System must allow a System Administrator to:
a) define customised metadata fields for digital records;
b) define the selected metadata element set for particular record types
c) specify obligation levels for selected metadata elements; and
d) reconfigure selected metadata sets as required.
 The System must capture the date and time of registration as record
metadata, and in the audit trail.
 Metadata can be populated by automated system generation using free text
user entry and drop-down user entry.
 The metadata to be configured in the system are as follows:
a) Author
b) Record type
c) Title
d) Date created
e) Date received
f) File reference number

1.5. Security Classification


 The system must allow users to incorporate information security classification
at the document and/or folder level.
 The System must assign a default value at the time of registration with a
manual option to override.

2.6. Access and Security


74

The system must have robust capabilities to assign rights and restrictions for the use
or management of particular records, ensuring a secure environment that protects
sensitive information. These features are critical to maintaining data integrity and
preventing unauthorized access.

2.6.1 System Access

 The system must include an authentication mechanism that validates each


user (e.g., user-ID/password login) at the start of each session to control
access.
 The system should support Active Directory authentication, allowing users to
access the system using their network credentials.
 The system must allow the System Administrator to configure security
settings for failed login attempts (e.g., account lockout after multiple failed
attempts).
 The ability to define and amend access controls must be restricted to
authorized System Administrators only.
 The system must link each user-ID to a valid user profile, ensuring that all
activities and permissions are tied to a specific, authorized individual.
 The System Administrator must have the ability to define, add, and identify
new users, as well as to deactivate or delete existing users when necessary.

These security and access features ensure that only authorized personnel can
manage or access specific records, safeguarding organizational information.

2.6.2 Access and security controls


 The system must support a mechanism for centrally managing access and
security controls that may be applied to users, digital records and other
entities in the record plan.
 The System must restrict the definition and maintenance of access and
security controls to a System Administrator.
 The System must be able to actively link access and security controls to other
records controls employed by the system.
 The System must support the definition of discrete user access groups and
ad hoc lists of individual users, to control user access to digital records and
other entities in the record plan.
 The System must allow a System Administrator to delete or make inactive
existing user access groups, effectively barring any access previously allowed
by the group(s).
75

 Registered records contain Access Control Lists (ACLs) to determine


authorised list of users.
 ACLs can be established according to folder and/or classification.
 ACLs are inherited from parent folder and/or classification with option to
override at the sub-folder/sub-classification or individual record level.
2.7. Classification Plan
 The system must be able to
a) Incorporate hierarchical File Classification Scheme that is specific to
SADC Secretariat.
b) Accommodates alpha-numeric classification titles.

2.8. User profile


 The system must assign levels of user access according to roles and
document libraries.
 Allows System Administrator or designated RM authority to identify eligible
records for disposal, interim transfer to archiving and destruction.
 Import of hierarchical list of users with role profiles.
 Integration with LDAP to manage role based access.
 The ERMS must require a System Administrator to make users known to the
system by means of pre-defined user profiles, supporting valid authentication
and the allocation of access and security controls.
 The ERMS must allow (but not require) a System Administrator to allocate
users to one or more pre-defined user access groups.
 The ERMS must require the allocation of a single security category to each
user profile, with the default being the lowest category.
 The ERMS must restrict the ability to add, amend or delete user profiles to a
System Administrator.
 The ERMS must allow a System Administrator to define a set of user roles
which control the assignment of rights to specific functions or groups of
functions.
 The ERMS must ensure that all users are allocated one (or more) roles, and
allow access only to system functions permitted by the role(s).
 The ERMS should allow access and security controls to be allocated to a role
and inherited by users.
 Where a security category is inherited from a role, the ERMS must allow a
different security category to be applied at the individual user level.

2.9. Audit trail


76

 The system must be able to audit all actions for each record from the time of
registration.
 Metadata generated by audit trails cannot be deleted.
 A history of each metadata field is maintained, for example when it is updated
the old value is not overwritten.
 The System should monitor access to its facilities and all data held within
those facilities; in an audit log, the System should maintain:
a) a list of users who have accessed the system, including date and time of
access and length of session;
b) failed login attempts;
c) failed attempts to view digital records;
d) attempts to access restricted areas of the record plan; and
e) attempts to access system functions restricted to the System Administrator.

 The ERMS must be able to maintain a complete record of all events


performed within the system as an audit trail, including:
a) the action carried out;
b) the object of the action;
c) the user undertaking the action; and
d) the date and time of the event.

 The System must ensure that actions undertaken by a System Administrator


are captured in the audit trail, including configuration and reconfiguration of
the audit trail itself.
 The System must be able to record the details of all activities performed on
digital records, folders and groups of folders, extracts and all associated
metadata.
 The System must protect the audit trail against modification by any user,
including a System Administrator.
 The System must manage audit trails as records and retain them according to
the SADC Records Retention and Disposal Schedule
 The System must ensure that audit trail data can be made available for
inspection upon request.
 The System should allow audit trail data to be easily exported without
affecting the audit trail stored within the System.
 The System must be able to automatically record information in the audit trail
about the following events:
a) creation of a new user or group;
b) date and time of registration of all records;
c) changes to access and security controls affecting a record, folder or user;
77

d) relocation of records to another folder, identifying both origin and destination;


e) relocation of a folder to a different part of the record plan, identifying both
origin and destination;
f) date and time of a change made to metadata associated with folders or
records;
g) all disposal review decisions made by a System Administrator;
h) reapplication of a disposal authority to an entity, identifying both previous and
subsequent authorities;
i) placing or removing of a disposal freeze on a record or folder; and
j) a separate log of all deletion or destruction actions carried out by any user.

2.10. Search and Retrieval


The ERMS must be able to retrieve digital records and folders by a variety of search
methods, and render the results on-screen.

2.10.1. Search
 The System must allow searching within and across folders and record
categories.
 The System should allow users to specify searches based on:
a) named time intervals;
b) calendar dates; and
c) Date range
 The System should allow users to refine and narrow searches using the
results of a previous search.
 The System must present search results as a list of digital records and folders
meeting the search criteria.
 The System must notify a user if the search results in a null set.
 Option for search results to display selectable metadata such as Date,
Author, Record Type and Keywords.

2.10.2 Retrieval
 The System must be able to retrieve digital records and folders by all
implemented naming principles.
 The System must be able to retrieve digital records and folders directly by
their associated unique identifiers.
 The System must be able to retrieve a complete folder and all its digital
records and contextual metadata, and list all and only those records in the
context of that folder as a discrete group and in a single retrieval process
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 The System must be able to retrieve and list a set of digital records, taken
from many different folders, where the record metadata or content meets the
search criteria.
 The System must support the simultaneous retrieval of digital records, folders
and metadata by multiple users.
 The System should allow an electronic message retrieved by the system to
be copied to a compatible application and transmitted in the usual manner.

2.10.3 Display
 The System must be able to display the content of all the types of digital
records which it is able to capture, in a manner that presents all components
of the digital record together as a unit.
 The System must display the content of all the types of digital records it can
capture, in a manner that renders their original visual presentation and layout,
without needing to load the generating application.
 The System must allow digital records and folders retrieved and listed as the
result of a search, to be selected then opened by a single keystroke or
mouse-click from the search screen.
 The System must be able to display all available metadata associated with a
digital record or folder upon request.
 The System must support integrated searching across metadata and record
content, and a user interface which appears the same for all levels of the
record plan.
 The System should support the presentation or publication of digital records,
folders and associated metadata to a destination outside the system.

2.10.4. Printing
 The System must be able to print all the types of digital records it can capture,
without the use of ‘screen dumps.
 The System must be able to print the list of digital records and folders
returned by a search query.
 The System must enable the printing of metadata associated with digital
records and folders.
 The System should allow all the digital records in a folder to be printed in one
operation.
 The System must include features for the suitable output of digital records
that cannot be printed.

2.11. Reporting
79

The ERMS must be able to produce reports on system activities and the status of
objects within its control, for management, statistical and general purposes.

2.11.1. Reporting on folders and records


 The System should be able to report the actions carried out on a digital
record, or group of records, during a specified date range.
 The System should be able to report the actions carried out on a particular
folder, or group of folders, during a specified date range.
 Where the System supports a records classification scheme or business
classification scokey heme, it should be able to report the actions carried out
across all or part of the scheme, for a nominated time period.
 The System must be able to produce statistics for the number and location of
digital records by application type and version.
 The System must be able to produce statistics for the number and location of
digital records and folders by specific access and security controls.

2.11.2. Reporting on users’ activities


 The System must be able to report the actions carried out by a particular
user, or group of users, during a specified date range.
 The System must be able to generate a list of all, or a subset of, user profiles
known to the system.
 The System must be able to produce statistics for the number of records and
folders created by a user or group of users for a defined period.
 The System must be able to produce statistics for the number of records
viewed by a user or group of users within a defined period.

2.11.3. Reporting on access and security


 The System must be able to report all attempts at unauthorized access to the
System Administrator.
 The System must be able to generate a report based on selected access
controls and security controls.
 The System must be able to report on all alterations to access permissions,
access controls and security controls, within a specified time period.
 The System must be able to generate a list of all, or a subset of, user access
groups known to the system.

2.11.4. Reporting on disposal activity


80

 The System must be able to produce reports on all disposal activity


undertaken by the system.
 The system must be able to produce a list of all records due for disposal.
 The system should be able a list of all records destroyed.

2.12. Retention Schedule


The system should allow below
 Retention Schedules should be applied to records at the time of registration.
 Records Schedules should apply active and inactive status to records
according to time and event-based triggers.
 Retention Schedules should be applied according to records classifications
and/or folders.
 Records shall have more than one retention period attached and will not be
eligible for destruction until the longer retention period has expired.
 Retention periods should be inherited with the option to manually override at
the folder, sub-classification and record level.

2.13. Destruction of records


 The system must destroy records (preserves metadata) stored in the
repository so records cannot be reconstructed after deletion.
 Only authorized people must be allowed to destroy/delete records from the
system.
 Permissions to delete records must be restricted to System Administrators or
Senior Officer-Records
 Workflow for permissions to authorise records for disposal must be
customized
 Audit logs for all destructions are maintained, including date, approving
authority (business owner).

2.14. Email
 The system must allow integration with MS Outlook to register emails directly
from inbox.
 Option to capture email and attachments as one record or two separate
records.
 Automated metadata capture for email during registration process.
 Email can be sent with links to register electronic records (such as PDF and
emails).
 Drag and drop from common registry inbox to repository.
81

3.Technical Requirements

To implement SharePoint as a fully functional Electronic Digital Records


Management System (EDRMS), several technical requirements must be met to
ensure it fulfills the needs for record keeping, security, and accessibility within the
organization. These requirements can be broken down into the following categories:

3.1. System Architecture and Integration

 Platform: The EDRMS must be deployed within a robust SharePoint


infrastructure, leveraging its cloud or on-premise capabilities based on the
organization's preference.
 Integration: The system must integrate seamlessly with other organizational
applications, such as:
o Office 365 for document creation and collaboration
o Active Directory for user authentication
o Enterprise Resource Planning (ERP) or Customer Relationship
Management (CRM) systems for data and document flow
o Electronic signature
 Data Migration: Must support the migration of existing records from legacy
systems or other databases without loss of metadata or file integrity.
 Scalability: SharePoint should be able to scale vertically or horizontally to
handle large volumes of documents and users as the organization grows.

3.2. Records Management and Metadata

 Document Libraries: Must support configurable document libraries for


storing records in a structured manner, allowing for categorization and easy
retrieval.
 Metadata Capture: Automatic and manual metadata capture, allowing users
to tag documents with key information (e.g., author, date, subject) for easier
search and retrieval.
 Retention Policies: Ability to set and automate record retention schedules
for different types of records, ensuring compliance with legal and regulatory
requirements.
 Version Control: The system must support version control, allowing users to
track changes, view previous versions, and restore older versions when
necessary.
 Audit Trail: Maintain an audit trail for all actions performed on records,
including creation, modification, access, and deletion.
82

3.3. Access and Security

 User Authentication: The system must provide a secure user authentication


mechanism (e.g., Single Sign-On via Active Directory or other identity
providers) to control access to the system.
 Role-Based Access Control (RBAC): Ability to assign different levels of
access and permissions (e.g., read, edit, delete) based on user roles,
ensuring that only authorized users can manage or view specific records.
 Encryption: The system must support encryption for data both at rest and in
transit, ensuring that sensitive information is protected.
 Data Loss Prevention (DLP): Implement DLP policies to prevent
unauthorized sharing or leakage of confidential records outside the
organization.
 Backup and Disaster Recovery: The system must support regular backups
and provide a disaster recovery plan to ensure records are retrievable in case
of system failure.

3.4. Search and Retrieval

 Search Functionality: The system must provide robust search capabilities,


including keyword search, full-text search, and advanced filtering based on
metadata.
 Indexing: SharePoint must index all records and their metadata for fast and
accurate retrieval.
 Faceted Navigation: Allow users to refine their search results using facets
such as document type, creation date, author, or other metadata.
 Thesaurus and Synonyms: Support for a thesaurus and synonyms to
enhance search accuracy, ensuring that users can find documents using
varied terms.

3.5. Compliance and Governance

 Compliance: The system must comply with legal, regulatory, and industry-
specific requirements (e.g., GDPR, ISO 15489, SADC policies) for
recordkeeping and information management.
 Retention and Disposal: Ability to automate retention and disposition of
records in accordance with pre-defined schedules. Disposed records should
have a verifiable destruction log.
83

 Document Classification: Support for document classification schemes such


as file plans and taxonomies to ensure documents are organized according to
a predefined structure.
 e-Discovery: The system must provide tools for e-Discovery, enabling the
organization to locate and retrieve records for legal or regulatory purposes.

3.6. Collaboration and Workflow

 Document Collaboration: SharePoint must support real-time collaboration,


allowing multiple users to co-author and edit documents simultaneously.
 Workflow Automation: Ability to configure automated workflows (e.g.,
document approval, review cycles, and notifications) to streamline business
processes related to records management.
 Check-in/Check-out: The system must support check-in and check-out
functionality to control document editing and prevent conflicting changes.
 Notifications and Alerts: Enable notifications and alerts for specific actions,
such as document updates, pending approvals, or approaching retention
expiration.

3.7. Performance and Availability

 System Performance: SharePoint must deliver optimal performance with


minimal latency when handling large volumes of documents or complex
searches.
 Availability: The system should have high availability, aiming for a Service
Level Agreement (SLA) of 99.9% uptime, ensuring that records are
accessible at all times.
 Mobile Access: The system must be accessible via mobile devices, ensuring
that users can retrieve and manage records from any location.

3.8. Customization and Flexibility

 Customizable UI: The SharePoint interface must be customizable to fit the


organization's branding and specific needs, ensuring ease of use and
accessibility.
 Custom Workflows: The system must allow the creation and customization
of workflows to match the organization’s specific record management
processes.
 Third-Party Integration: Support for third-party plugins or solutions to
enhance functionality, such as document scanning, barcode integration, or AI-
based tagging.
84

3.9. Reporting and Analytics

 Usage Reports: The system must provide reporting capabilities to monitor


system usage, including user activity, document access, and compliance with
retention policies.
 Analytics: SharePoint should offer insights into document lifecycle and user
engagement, helping to optimize document management practices.
 Audit Logs: Detailed audit logs must be available for system administrators
to review actions taken on records, ensuring traceability and accountability.

3.10. Training and Support

 User Training: The system must include training modules or resources to


help users understand how to navigate and use SharePoint for records
management.
 Support: Offer technical support options, including a help desk or dedicated
support personnel, to resolve system issues quickly and efficiently.
85

Section 6. Standard Form of Contract


86

STANDARD CONTRACT FOR


SERVICES

CONTRACT FOR: PROVISION OF


SHAREPOINT AS AN ELECTRONIC
DOCUMENT AND RECORDS MANAGEMENT
SYSTEMS TO SADC SECRETARIAT

REFERENCE NUMBER: SADC/3/5/4/107

BETWEEN
Southern African Development Community (SADC)
Secretariat
(“the Contracting Authority”)

AND

[Name of Contractor]
(“the Contractor”)
87

Contents

I. FORM OF CONTRACT...........................................................................................................
II. GENERAL CONDITIONS OF CONTRACT.........................................................................
1.1 Definitions........................................................................................................
1.2 Relationship Between the Parties....................................................................
1.3 Law Governing Contract..................................................................................
1.4 Language..........................................................................................................
1.5 Headings..........................................................................................................
1.6 Notices.............................................................................................................
1.7 Location...........................................................................................................
1.8 Authority of Member in Charge......................................................................
1.9 Authorized Representatives.............................................................................
1.10 Taxes and Duties............................................................................................
1.11 Fraud and Corruption.....................................................................................
2.1 Effectiveness of Contract.................................................................................
2.2 Termination of Contract for Failure to Become Effective...............................
2.3 Commencement of Services............................................................................
2.4 Expiration of Contract......................................................................................
2.5 Entire Agreement.............................................................................................
2.6 Modifications , or Variations...........................................................................
2.7 Force Majeure..................................................................................................
2.8 Suspension.......................................................................................................
2.9 Termination......................................................................................................
3.1 General.............................................................................................................
3.2 Conflict of Interests..........................................................................................
3.3 Confidentiality.................................................................................................
3.4 Liability of the Contractor................................................................................
3.5 Insurance to be Taken out by the Contractor...................................................
3.6 Accounting, Inspection and Auditing..............................................................
3.7 Contractor’s Actions Requiring Contracting Authority’s Prior Approval.......
3.8 Reporting Obligations......................................................................................
3.9 Documents Prepared by the Contractor to be the Property of the
Contracting Authority………………………………………………………...76
3.10 Equipment, Vehicles and Materials Furnished by the Contracting
Authority……………………………………………………………………...77
3.11 Equipment and Materials Provided by the Contractors.................................
4.1 General.............................................................................................................
4.2 Description of Personnel..................................................................................
4.3 Approval of Personnel.....................................................................................
4.4 Working Hours, Overtime, Leave, etc.............................................................
4.5 Removal and/or Replacement of Personnel.....................................................
4.6 Resident Project Director.................................................................................
5.1 Assistance and Exemptions..............................................................................
5.2 Access to Land.................................................................................................
88

5.3 Change in the Applicable Law Related to Taxes and Duties...........................


5.4 Services, Facilities and Property of the Contracting Authority.......................
5.5 Payment............................................................................................................
5.6 Counterpart Personnel......................................................................................
6.1 Cost Estimates; Ceiling Amount......................................................................
6.2 Remuneration and Reimbursable Expenses.....................................................
6.3 Currency of Payment.......................................................................................
6.4 Mode of Billing and Payment..........................................................................
7.1 Good Faith.......................................................................................................
7.2 Operation of the Contract.................................................................................
8.1 Amicable Settlement........................................................................................
8.2 Dispute Resolution...........................................................................................
III. SPECIAL CONDITIONS OF CONTRACT..........................................................................
IV. APPENDICES........................................................................................................................
89

I. Form of Contract

This CONTRACT (hereinafter called the “Contract”) is made the [day] day of the month of,
2022, between, on the one hand, Southern African Development Community (SADC)
Secretariat, with the registered business in: Plot 54385, Central Business District, Private
Bag 0095, Gaborone, Botswana (hereinafter called the “Contracting Authority”) and, on the
other hand, ……………………. with registered business in ………………………….
(Hereinafter
called the “Contractor”).

WHEREAS

(a) the Contracting Authority has requested the Contractor to provide certain
services as defined in this Contract (hereinafter called the “Services”).

(b) the Contractor, having represented to the Contracting Authority that he has the
required professional skills, and personnel and technical resources, has agreed
to provide the Services on the terms and conditions set forth in this Contract.

NOW THEREFORE the parties hereto hereby agree as follows:

1. The following documents attached hereto shall be deemed to form an integral part of
this Contract:

(a) The General Conditions of Contract.


(b) The Special Conditions of Contract.
(c) The following Appendices:

Appendix A: Terms of Reference


Appendix B: Technical Proposal
Appendix C: Financial Proposal
Appendix D: Form of Advance Payments Guarantee

2. The mutual rights and obligations of the Contracting Authority and the Contractor
shall be as set forth in the Contract, in particular:

(a) the Contractors shall carry out the Services in accordance with the provisions
of the Contract; and
(b) the Contracting Authority shall make payments to the Contractor accordance
with the provisions of the Contract.

IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be signed in their
respective names as of the day and year first above written.
90

For and on behalf of SADC Secretariat

Dr Judith Kateera (PhD Econ)

Deputy Executive Secretary-Corporate Affairs

Place: Gaborone

Date:

For and on behalf of [Contractor]

[Authorized Representative]

Place:

Date:
91

II. General Conditions of Contract


1. GENERAL PROVISIONS

1.1 Definitions Unless the context otherwise requires, the following terms whenever

used in this Contract have the following meanings:

(a) “Applicable Law” means the laws and any other instruments
having the force of law in the Contracting Authority’s country,
or in such other country as may be specified in the Special
Conditions of Contract (SC), as they may be issued and in force
from time to time.
(b) “Contracting Authority” means legal entity named in the SC
who procures the Services described in Appendix A hereto
from the Contractor.
(c) “Contractor” means any private or public entity named in the
SC that will provide the Services to the Contracting Authority
under the Contract.
(d) “Contract” means the Contract signed by the Parties and all the
attached documents listed in its Clause 1, that is these General
Conditions (GC), the Special Conditions (SC), and the
Appendices.
(e) “Day” means calendar day.
(f) “Effective Date” means the date on which this Contract comes
into force and effect pursuant to Clause GC 2.1.
(h) “GC” means these General Conditions of Contract.
(k) “Member” means any of the entities that make up the joint
venture/consortium/association; and “Members” means all
these entities.
(l) “Party” means the Contracting Authority or the Contractor, as
the case may be, and “Parties” means both of them.
(m) “Personnel” means professionals and support staff provided by
the Contractors or by any Sub-Contractors and assigned to
perform the Services or any part thereof; “Foreign Personnel”
means such professionals and support staff who at the time of
being so provided had their domicile outside the Contracting
Authority’s country; “Local Personnel” means such
92

professionals and support staff who at the time of being so


provided had their domicile inside the Contracting Authority’s
country; and “Key Personnel” means the Personnel referred to
in Clause GC 4.2(a).
(n) “Reimbursable expenses” means all assignment-related costs
other than Contractor’s remuneration.
(o) “SC” means the Special Conditions of Contract by which the
GC may be amended or supplemented.
(p) “Services” means the work to be performed by the Contractor
pursuant to this Contract, as described in Appendix A hereto.
(q) “Sub-Contractors” means any person or entity to whom/which
the Contractor subcontracts any part of the Services.
(r) “Third Party” means any person or entity other than the
Contracting Authority, the Contracting Authority, the
Contractor or a Sub-Contractor.
(s) “In writing” means communicated in written form with proof of
receipt.
1.2 Relationship Nothing contained herein shall be construed as establishing a
Between the relationship of master and servant or of principal and agent as
Parties between the Contracting Authority and the Contractor. The
Contractor, subject to this Contract, has complete charge of
Personnel and Sub-Contractors, if any, performing the Services and
shall be fully responsible for the Services performed by them or on
their behalf hereunder.
1.3 Law Governing This Contract, its meaning and interpretation, and the relation
Contract between the Parties shall be governed by the Applicable Law.
1.4 Language This Contract has been executed in the English language which shall
be the binding and controlling language for all matters relating to the
meaning or interpretation of this Contract.
1.5 Headings The headings shall not limit, alter or affect the meaning of this
Contract.
1.6 Notices 1.6.1 Any notice, request or consent required or permitted to be
given or made pursuant to this Contract shall be in writing.
Any such notice, request or consent shall be deemed to have
been given or made when delivered in person to an authorized
representative of the Party to whom the communication is
addressed, or when sent to such Party at the address specified
II General Conditions of Contract 93

in the SC.
1.6.2 A Party may change its address for notice hereunder by
giving the other Party notice in writing of such change to the
address specified in the SC.
1.7 Location The Services shall be performed at such locations as are specified in
Appendix A hereto and, where the location of a particular task is not
so specified, at such locations, whether in the Contracting
Authority’s country or elsewhere, as the Contracting Authority may
approve.
1.8 Authority of In case the Contractor consists of a joint venture/consortium/
Member in association of more than one entity, the Members hereby authorize
Charge the entity specified in the SC to act on their behalf in exercising all
the Contractor’s rights and obligations towards the Contracting
Authority under this Contract, including without limitation the
receiving of instructions and payments from the Contracting
Authority.
1.9 Authorized 1.9.1. Any action required or permitted to be taken, and any
Representatives document required or permitted to be executed under this
Contract by the Contracting Authority or the Contractor may
be taken or executed by the officials specified in the SC.
1.9.2. The Contracting Authority’s authorized representative shall
be called Task Manager. The Task Manager may exercise the
authority attributable to him/her in the as specified in the
SC.
1.9.3. The Task Manager shall have no authority to amend the
Contract.
1.9.4. The Contractor authorized representative shall be called
Project Director and his/her may exercise the authority
attributable to him/her in the as specified in the SC.
1.9.5. The either Party shall promptly inform the other of any
change of their authorized representative of any change to the
authority attributed to their authorized representative.

1.10 Taxes and Duties The Contractor, Sub-Contractors and Personnel shall pay such
indirect taxes, duties, fees and other impositions levied under the
Applicable Law as specified in the SC.
1.11 Fraud and If the Contracting Authority determines that the Contractor and/or
Corruption their Sub-Contractors has engaged in corrupt, fraudulent, collusive,
coercive, or obstructive practices, in competing for or in executing
the Contract, then the Contracting Authority may, after giving 14
II General Conditions of Contract 94

days notice to the Contractor, terminate the Contractor's


employment under the Contract, and the provisions of Clause 2 shall
apply as if such expulsion had been made under Sub-Clause
2.9.1(d).
Should any personnel of the Contractor be determined to have en-
gaged in corrupt, fraudulent, collusive, coercive, or obstructive prac-
tice during the execution of the Contract, then that personnel shall
be removed in accordance with Sub-Clause 4.5.
1.11.1 Definitions For the purposes of this Sub-Clause, the terms set-forth below are
defined as follows:
(i) “corrupt practice”1 is the offering, giving, receiving or
soliciting, directly or indirectly, of anything of value to
influence improperly the actions of another party.
(ii) “fraudulent practice”2 is any act or omission, including a
misrepresentation, that knowingly or recklessly misleads, or
attempts to mislead, a party to obtain a financial or other
benefit or to avoid an obligation;
(iii) “collusive practice”3 is an arrangement between two or more
parties designed to achieve an improper purpose, including to
influence improperly the actions of another party.
(iv) “coercive practice”4 is impairing or harming, or threatening to
impair or harm, directly or indirectly, any party or the property
of the party to influence improperly the actions of a party.
(v) “obstructive practice” is
(aa) deliberately destroying, falsifying, altering or concealing
of evidence material to the investigation or making false
statements to investigators in order to materially impede
a SADC Secretariat investigation into allegations of a
corrupt, fraudulent, coercive or collusive practice; and/or
threatening, harassing or intimidating any party to
prevent it from disclosing its knowledge of matters

1
“Another party” refers to a public official acting in relation to the selection process or contract execution.
In this context, “public official” includes SADC Secretariat staff and employees of other organizations
taking or reviewing procurement decisions.
2
A “party” refers to a public official; the terms “benefit” and “obligation” relate to the selection process or
contract execution; and the “act or omission” is intended to influence the selection process or contract
execution.
3
“Parties” refers to participants in the selection process (including public officials) attempting to establish
bid prices at artificial, non competitive levels.
4
A “party” refers to a participant in the selection process or contract execution.
II General Conditions of Contract 95

relevant to the investigation or from pursuing the


investigation; or
(bb) acts intended to materially impede the exercise of the
SADC Secretariat’s inspection and audit rights provided
for under Clause 3.6.
1.11.2 Commis- The Contracting Authority will require the successful Contractors to
sions and disclose any commissions or fees that may have been paid or are to
Fees be paid to agents, representatives, or commission agents with respect
to the selection process or execution of the contract. The
information disclosed must include at least the name and address of
the agent, representative, or commission agent, the amount and
currency, and the purpose of the commission or fee.

2. COMMENCEMENT, COMPLETION, MODIFICATION AND TERMINATION OF


CONTRACT
2.1 Effectiveness of This Contract shall come into force and effect on the date (the
Contract “Effective Date”) of the Contracting Authority’s notice to the
Contractor instructing the Contractor to begin carrying out the
Services. This notice shall confirm that the effectiveness conditions,
if any, listed in the SC have been met.
2.2 Termination of If this Contract has not become effective within such time period
Contract for after the date of the Contract signed by the Parties as specified in the
Failure to Become SC, either Party may, by not less than twenty one (21) days written
Effective notice to the other Party, declare this Contract to be null and void,
and in the event of such a declaration by either Party, neither Party
shall have any claim against the other Party with respect hereto.
2.3 Commencement The Contractor shall begin carrying out the Services not later than
of Services the number of days after the Effective Date specified in the SC.
2.4 Expiration of Unless terminated earlier pursuant to Clause GC 2.9 hereof, this
Contract Contract shall expire at the end of such time period after the
Effective Date as specified in the SC.
2.5 Entire Agreement This Contract contains all covenants, stipulations and provisions
agreed by the Parties. No agent or representative of either Party has
authority to make, and the Parties shall not be bound by or be liable
for, any statement, representation, promise or agreement not set
forth herein.
2.6 Modifications , or 2.6.1. Any modification or variation of the terms and conditions of
Variations this Contract, including any modification or variation of the
scope of the Services, may only be made by written
II General Conditions of Contract 96

agreement between the Parties. Pursuant to Clause GC 7.2


here of, however, each Party shall give due consideration to
any proposals for modification or variation made by the
other Party.
2.6.2. Substantial modifications to the contract, including
modifications of the General or Special Conditions of the
contract, changes in the scope or the duration of the contract,
to the total contract amount and replacement of Key Experts,
must be made by means of an addendum .If the request for
an amendment comes from the Contractor, the latter must
submit such a request to the Contracting Authority at least
30 days before the amendment is intended to enter into
force, except in cases which are duly substantiated by the
Contractor and accepted by the Contracting Authority.

2.6.3. However, where the amendment does not affect the basic
purpose of the contract and, for a time based contract, the
financial impact is limited to a transfer within the
remuneration or between the remuneration and the provision
for reimbursable expenses involving a variation of less than
15% of the original amount (or as modified by addendum)
for the categories of expense where the money was taken
from, the Task Manager shall have the power to order any
variation to any part of the services necessary for the proper
implementation of the tasks, without changing the object or
scope of the contract. Such variations may include additions,
omissions, substitutions, changes in quality, quantity,
specified sequence, method or timing of performance of the
services, changes in contact details and reporting
requirements.

2.6.4. Prior to any administrative order for variation, the Task


Manager shall notify the Contractor of the nature and form
of such variation. As soon as possible, after receiving such
notice, the Contractor shall submit to the Task Manager a
written proposal containing:
(a) a description of the service to be performed or the
measures to be taken and a programme for
implementation of the tasks; and
(b) any necessary modifications to the programme of
implementation of the tasks or to any of the Contractor's
obligations under the contract; and
(c) For a time based contract, any adjustment to the contract
II General Conditions of Contract 97

value in accordance with the following principles:


(1) where the task is of similar character and executed
under similar conditions to an item priced in the
budget breakdown the equivalent numbers of
working days shall be valued at the fee rates
contained therein;
(2) where the task is not of a similar character or is not
executed under similar conditions, the fee rates in
the contract shall be applied to the estimated
numbers of working days so far as is reasonable,
failing which, a fair estimation shall be made by
the Task Manager;
(3) where a variation is necessitated by a default or
breach of contract by the Contractor, any
additional cost attributable to such variation shall
be borne by the Contractor.
2.6.5. Following the receipt of the Contractor's proposal, the Task
Manager shall decide as soon as possible whether or not the
variation shall be carried out. If the Task Manager decides
that the variation shall be carried out he/she shall issue the
administrative order stating that the variation shall be carried
out under the conditions given in the Contractor's proposal
or as modified by the Task Manager in accordance with
pursuant to Clause GC 2.6.4.

2.6.6. On receipt of the administrative order requesting the


variation, the Contractor shall proceed to carry out the
variation and be bound by these General Conditions in so
doing as if such variation were stated in the contract.

2.6.7. No amendment shall be made retroactively except in cases


which are duly substantiated by the Contractor and accepted
by the Contracting Authority.

2.6.8. Any change to the contract which has not been made in the
form of an administrative order or an addendum or in
accordance with this Clause shall be considered null and
void.
2.7 Force Majeure
II General Conditions of Contract 98

2.7.1 Definition (a) For the purposes of this Contract, “Force Majeure” means an
event which is beyond the reasonable control of a Party, is not
foreseeable, is unavoidable, and which makes a Party’s
performance of its obligations hereunder impossible or so
impractical as reasonably to be considered impossible in the
circumstances, and includes, but is not limited to, war, riots,
civil disorder, earthquake, fire, explosion, storm, flood or
other adverse weather conditions, strikes, lockouts or other
industrial action (except where such strikes, lockouts or other
industrial action are within the power of the Party invoking
Force Majeure to prevent), confiscation or any other action by
Contracting Authority agencies.
(b) Force Majeure shall not include (i) any event which is caused
by the negligence or intentional action of a Party or such
Party’s Sub-Contractors or agents or employees, nor (ii) any
event which a diligent Party could reasonably have been
expected both to take into account at the time of the conclusion
of this Contract, and avoid or overcome in the carrying out of
its obligations hereunder.
(c) Force Majeure shall not include insufficiency of funds or
failure to make any payment required hereunder.
2.7.2 No Breach The failure of a Party to fulfill any of its obligations hereunder shall
of Contract not be considered to be a breach of, or default under, this Contract
insofar as such inability arises from an event of Force Majeure,
provided that the Party affected by such an event has taken all
reasonable precautions, due care and reasonable alternative
measures, all with the objective of carrying out the terms and
conditions of this Contract.
2.7.3 Measures to (a) A Party affected by an event of Force Majeure shall continue
be Taken to perform its obligations under the Contract as far as is
reasonably practical, and shall take all reasonable measures to
minimize the consequences of any event of Force Majeure.
(b) A Party affected by an event of Force Majeure shall notify the
other Party of such event as soon as possible, and in any case
not later than fourteen (14) days following the occurrence of
such event, providing evidence of the nature and cause of such
event, and shall similarly give written notice of the restoration
of normal conditions as soon as possible.
(c) Any period within which a Party shall, pursuant to this
Contract, complete any action or task, shall be extended for a
period equal to the time during which such Party was unable to
II General Conditions of Contract 99

perform such action as a result of Force Majeure.


(d) During the period of their inability to perform the Services as a
result of an event of Force Majeure, the Contractor, upon
instructions by the Contracting Authority, shall either:
(i) demobilize, in which case the Contractor shall be
reimbursed for additional costs they reasonably and
necessarily incurred, and, if required by the Contracting
Authority, in reactivating the Services; or
(ii) continue with the Services to the extent possible, in
which case the Contractor shall continue to be paid
under the terms of this Contract and be reimbursed for
additional costs reasonably and necessarily incurred.
(e) In the case of disagreement between the Parties as to the
existence or extent of Force Majeure, the matter shall be
settled according to Clause GC 8.
2.8 Suspension The Contracting Authority may, by written notice of suspension to
the Contractor, suspend all payments to the Contractor hereunder if
the Contractor fails to perform any of its obligations under this
Contract, including the carrying out of the Services, provided that
such notice of suspension (i) shall specify the nature of the failure,
and (ii) shall request the Contractor to remedy such failure within a
period not exceeding thirty (30) days after receipt by the Contractor
of such notice of suspension.
2.9 Termination
The Contracting Authority may terminate this Contract in case of
2.9.1 By the
the occurrence of any of the events specified in paragraphs (a)
Contracting through (g) of this Clause GC 2.9.1. In such an occurrence the
Authority Contracting Authority shall give a not less than thirty (30) days’
written notice of termination to the Contractors, and sixty (60) days’
in case of the event referred to in (g).
(a) If the Contractor fails to remedy a failure in the performance
of its obligations hereunder, as specified in a notice of
suspension pursuant to Clause GC 2.8 hereinabove, within
thirty (30) days of receipt of such notice of suspension or
within such further period as the Contracting Authority may
have subsequently approved in writing.
(b) If the Contractor becomes (or, if the Contractor consists of
more than one entity, if any of its Members becomes)
insolvent or bankrupt or enter into any agreements with their
II General Conditions of Contract 100

creditors for relief of debt or take advantage of any law for the
benefit of debtors or go into liquidation or receivership
whether compulsory or voluntary.
(c) If the Contractor fails to comply with any final decision
reached as a result of arbitration proceedings pursuant to
Clause GC 8 hereof.
(d) If the Contractor, in the judgment of the Contracting
Authority, has engaged in corrupt or fraudulent practices in
competing for or in executing this Contract.
(e) If the Contractor submits to the Contracting Authority a false
statement which has a material effect on the rights, obligations
or interests of the Contracting Authority.
(f) If, as the result of Force Majeure, the Contractor is unable to
perform a material portion of the Services for a period of not
less than sixty (60) days.
(g) If the Contracting Authority, in its sole discretion and for any
reason whatsoever, decides to terminate this Contract.
2.9.2 By the The Contractor may terminate this Contract, by not less than thirty
Contractor (30) days’ written notice to the Contracting Authority, in case of the
occurrence of any of the events specified in paragraphs (a) through
(d) of this Clause GC 2.9.2.
(a) If the Contracting Authority fails to pay any money due to the
Contractor pursuant to this Contract and not subject to dispute
pursuant to Clause GC 8 hereof within forty-five (45) days
after receiving written notice from the Contractor that such
payment is overdue.
(b) If, as the result of Force Majeure, the Contractor is unable to
perform a material portion of the Services for a period of not
less than sixty (60) days.
(c) If the Contracting Authority fails to comply with any final
decision reached as a result of arbitration pursuant to Clause
GC 8 hereof.
(d) If the Contracting Authority is in material breach of its
obligations pursuant to this Contract and has not remedied the
same within forty-five (45) days (or such longer period as the
Contractor may have subsequently approved in writing)
following the receipt by the Contracting Authority of the
II General Conditions of Contract 101

Contractor’s notice specifying such breach.


2.9.3 Cessation of Upon termination of this Contract pursuant to Clauses GC 2.2 or GC
Rights and 2.9 hereof, or upon expiration of this Contract pursuant to Clause
Obligations GC 2.4 hereof, all rights and obligations of the Parties hereunder
shall cease, except (i) such rights and obligations as may have
accrued on the date of termination or expiration, (ii) the obligation
of confidentiality set forth in Clause GC 3.3 hereof, (iii) the
Contractor’s obligation to permit inspection, copying and auditing
of their accounts and records set forth in Clause GC 3.6 hereof, and
(iv) any right which a Party may have under the Applicable Law.
2.9.4 Cessation of Upon termination of this Contract by notice of either Party to the
Services other pursuant to Clauses GC 2.9.1 or GC 2.9.2 hereof, the
Contractor shall, immediately upon dispatch or receipt of such
notice, take all necessary steps to bring the Services to a close in a
prompt and orderly manner and shall make every reasonable effort
to keep expenditures for this purpose to a minimum. With respect to
documents prepared by the Contractor and equipment and materials
furnished by the Contracting Authority, the Contractor shall proceed
as provided, respectively, by Clauses GC 3.9 or GC 3.10 hereof.
2.9.5 Payment Upon termination of this Contract pursuant to Clauses GC 2.9.1 or
upon GC 2.9.2 hereof, the Contracting Authority shall make the following
Termination payments to the Contractor:
(a) remuneration pursuant to Clause GC 6 hereof for Services
satisfactorily performed prior to the effective date of
termination, and reimbursable expenditures pursuant to Clause
GC 6 hereof for expenditures actually incurred prior to the
effective date of termination; and
(b) except in the case of termination pursuant to paragraphs (a)
through (e) of Clause GC 2.9.1 hereof, reimbursement of any
reasonable cost incidental to the prompt and orderly
termination of this Contract including the cost of the return
travel of the Personnel and their eligible dependents.
2.9.6 Disputes If either Party disputes whether an event specified in paragraphs (a)
about through (f) of Clause GC 2.9.1 or in Clause GC 2.9.2 hereof has
Events of occurred, such Party may, within forty-five (45) days after receipt of
Termination notice of termination from the other Party, refer the matter to Clause
GC 8 hereof, and this Contract shall not be terminated on account of
such event except in accordance with the terms of any resulting
arbitral award.
II General Conditions of Contract 102

3. OBLIGATIONS OF THE CONTRACTOR


3.1 General
3.1.1 Standard of The Contractor shall perform the Services and carry out their
Performance obligations hereunder with all due diligence, efficiency and economy,
in accordance with generally accepted professional standards and
practices, and shall observe sound management practices, and employ
appropriate technology and safe and effective equipment, machinery,
materials and methods. The Contractor shall always act, in respect of
any matter relating to this Contract or to the Services, as faithful
adviser to the Contracting Authority, and shall at all times support
and safeguard the Contracting Authority’s legitimate interests in any
dealings with Sub-Contractors or Third Parties.
The Contractor shall perform the Services in accordance with the
3.1.2 Law
Applicable Law and shall take all practicable steps to ensure that any
Governing
Sub-Contractors, as well as the Personnel of the Contractor and any
Services
Sub-Contractors, comply with the Applicable Law. The Contracting
Authority shall notify the Contractor in writing of relevant local
customs, and the Contractor shall, after such notification, respect such
customs.
3.2 Conflict of The Contractor shall hold the Contracting Authority’s interests
Interests paramount, without any consideration for future work, and strictly
avoid conflict with other assignments or their own corporate interests.

3.2.1 Contractor (a) The payment of the Contractor pursuant to Clause GC 6 hereof
Not to shall constitute the Contractor’s only payment in connection
Benefit from with this Contract and, subject to Clause GC 3.2.2 hereof, the
Commissions, Contractor shall not accept for its own benefit any trade
Discounts, etc. commission, discount or similar payment in connection with
activities pursuant to this Contract or in the discharge of its
obligations hereunder, and the Contractor shall use its best
efforts to ensure that any Sub-Contractors, as well as the
Personnel and agents of either of them, similarly shall not
receive any such additional payment.

(b) Furthermore, if the Contractor, as part of the Services, has the


responsibility of advising the Contracting Authority on the
procurement of goods, works or services, the Contractor shall
comply with the Bank’s applicable procurement guidelines, and
shall at all times exercise such responsibility in the best interest
of the Contracting Authority. Any discounts or commissions
obtained by the Contractor in the exercise of such procurement
responsibility shall be for the account of the Contracting
II General Conditions of Contract 103

Authority.

3.2.2 Contractor The Contractor agrees that, during the term of this Contract and after
and its termination, the Contractor and any entity affiliated with the
Affiliates Not Contractor, as well as any Sub-Contractors and any entity affiliated
to Engage in with such Sub-Contractors, shall be disqualified from providing
Certain goods, works or services (other than consulting services) resulting
Activities from or directly related to the Contractor’s Services for the
preparation or implementation of the project.

3.2.3 Prohibition The Contractor shall not engage and shall cause their Personnel as
of
Conflicting well as their Sub-Contractors and their Personnel not to engage,
Activities
either directly or indirectly, in any business or professional activities

that would conflict with the activities assigned to them under this

Contract.

3.3 Confidentiality Except with the prior written consent of the Contracting Authority,

the Contractor and the Personnel shall not at any time communicate

to any person or entity any confidential information acquired in the

course of the Services, nor shall the Contractor and the Personnel

make public the recommendations formulated in the course of, or as

a result of, the Services.

3.4 Liability of the Subject to additional provisions, if any, set forth in the SC, the
Contractor Contractors’ liability under this Contract shall be provided by the
Applicable Law.

3.5 Insurance to be The Contractor (i) shall take out and maintain, and shall cause any
Taken out by the Sub-Contractors to take out and maintain, at their (or the Sub-
Contractor Contractors’, as the case may be) own cost but on terms and
conditions approved by the Contracting Authority, insurance against
the risks, and for the coverages specified in the SC, and (ii) at the
Contracting Authority’s request, shall provide evidence to the
Contracting Authority showing that such insurance has been taken
out and maintained and that the current premiums therefore have
II General Conditions of Contract 104

been paid.

3.6 Accounting, The Contractor shall permit the SADC Secretariat and/or persons
Inspection and appointed by the SADC Secretariat to inspect its accounts and
Auditing records as well as those of its Sub-Contractors relating to the
performance of the Contract, and to have such accounts and records
audited by auditors appointed by the SADC Secretariat if required
by the SADC Secretariat. The Contractor’s attention is drawn to
Clause 1.11.1 which provides, inter alia, that acts intended to
materially impede the exercise of the SADC Secretariat’s inspection
and audit rights provided for under Clause 3.6 constitute a prohibited
practice subject to contract termination (as well as to a determination
of ineligibility under the Contractor Guidelines).

3.7 Contractor’s The Contractor shall obtain the Contracting Authority’s prior
Actions Requiring approval in writing before taking any of the following actions:
Contracting
Authority’s Prior (a) Any change or addition to the Personnel listed in Appendix B.
Approval
(b) Subcontracts: The Contractor may subcontract work relating to
the Services to an extent and with such experts and entities as
may be approved in advance by the Contracting Authority.
Notwithstanding such approval, the Contractor shall retain full
responsibility for the Services. In the event that any Sub-
Contractors are found by the Contracting Authority to be
incompetent or incapable in discharging assigned duties, the
Contracting Authority may request the Contractor to provide a
replacement, with qualifications and experience acceptable to
the Contracting Authority, or to resume the performance of the
Services itself.

(c) Any other action that may be specified in the SC.

3.8 Reporting The Contractor shall submit to the Contracting Authority the reports
Obligations and documents specified in Appendix A hereto, in the form, in the
numbers and within the time periods set forth in the said Appendix.
Final reports shall be delivered in CD ROM in addition to the hard
copies specified in said Appendix.
3.9 Documents All plans, drawings, specifications, designs, reports, other
Prepared by the documents and software prepared by the Contractor for the
Contractor to be Contracting Authority under this Contract shall become and remain
the Property of the property of the Contracting Authority, and the Contractor shall,
the Contracting not later than upon termination or expiration of this Contract, deliver
Authority all such documents to the Contracting Authority, together with a
II General Conditions of Contract 105

detailed inventory thereof. The Contractor may retain a copy of such


documents and software and use such software for their own use with
prior written approval of the Contracting Authority. If license
agreements are necessary or appropriate between the Contractor and
third parties for purposes of development of any such computer
programs, the Contractor shall obtain the Contracting Authority’s
prior written approval to such agreements, and the Contracting
Authority shall be entitled at its discretion to require recovering the
expenses related to the development of the program(s) concerned.
Other restrictions about the future use of these documents and
software, if any, shall be specified in the SC.
3.10 Equipment, Equipment, vehicles and materials made available to the Contractor
Vehicles and by the Contracting Authority or purchased by the Contractor wholly
Materials or partly with funds provided by the Contracting Authority, shall be
Furnished by the the property of the Contracting Authority and shall be marked
Contracting accordingly. Upon termination or expiration of this Contract, the
Authority Contractor shall make available to the Contracting Authority an
inventory of such equipment, vehicles and materials and shall
dispose of such equipment and materials in accordance with the
Contracting Authority’s instructions. While in possession of such
equipment, vehicles and materials, the Contractor, unless otherwise
instructed by the Contracting Authority in writing, shall insure them
at the expense of the Contracting Authority in an amount equal to
their full replacement value.
3.11 Equipment and Equipment or materials brought into the Contracting Authority’s
Materials country by the Contractor and the Personnel and used either for the
Provided by the Project or personal use shall remain the property of the Contractor or
Contractors the Personnel concerned, as applicable.

3.12 Liability for


Personal Data Breach 3.12.1 The Contractor shall indemnify or hold harmless, the
Contracting Authority, from and against all loss, costs, harm, claims,
fines, group actions, liabilities, damages, expenses (including legal
fees) suffered or incurred by the Contracting Authority or for which
the Contracting Authority may become liable due to any failure by the
Contractor or its personnel to lawfully process Personal Data under
the Contract.
3.12.2 The aggregate liability of the Contractor in respect of the
indemnity set out in Paragraph 3.12.1 above shall in no event exceed
the total Contract Price.
3.12.3 The Contractor shall adhere to data protection requirements as
II General Conditions of Contract 106

set forth in the SCC

4. CONTRACTORS’ PERSONNEL AND SUB-CONTRACTORS


4.1 General The Contractor shall employ and provide such qualified and
experienced Personnel and Sub-Contractors as are required to carry
out the Services.
4.2 Description of (a) The title, agreed job description, minimum qualification and
Personnel estimated period of engagement in the carrying out of the
Services of each of the Contractor’s Key Personnel are
described in Appendix B. If any of the Key Personnel has
already been approved by the Contracting Authority, his/her
name is listed as well.
(b) If required to comply with the provisions of Clause GC 3.1.1
hereof, adjustments with respect to the estimated periods of
engagement of Key Personnel set forth in Appendix B may be
made by the Contractor by written notice to the Contracting
Authority, provided (i) that such adjustments shall not alter
the originally estimated period of engagement of any
individual by more than 10% or one week, whichever is
larger, and (ii) that the aggregate of such adjustments shall not
cause payments under this Contract to exceed the ceilings set
forth in Clause GC 6.1(b) of this Contract. Any other such
adjustments shall only be made with the Contracting
Authority’s written approval.
(c) If additional work is required beyond the scope of the Services
specified in Appendix A, the estimated periods of engagement
of Key Personnel set forth in Appendix B may be increased by
agreement in writing between the Contracting Authority and
the Contractor. In case where payments under this Contract
exceed the ceilings set forth in Clause GC 6.1(b) of this
Contract, this will be explicitly mentioned in the agreement.
4.3 Approval of The Key Personnel and Sub-Contractors listed by title as well as by
Personnel
name in Appendix B are hereby approved by the Contracting

Authority. In respect of other Personnel which the Contractor

proposes to use in the carrying out of the Services, the Contractor

shall submit to the Contracting Authority for review and approval a


II General Conditions of Contract 107

copy of their Curricula Vitae (CVs). If the Contracting Authority

does not object in writing (stating the reasons for the objection)

within twenty-one (21) days from the date of receipt of such CVs,

such Personnel shall be deemed to have been approved by the

Contracting Authority.

4.4 Working Hours, (a) Working hours and holidays for Key Personnel are set forth in
Overtime, Leave, Appendix B hereto. To account for travel time, Foreign
etc. Personnel carrying out Services inside the Contracting
Authority’s country shall be deemed to have commenced or
finished work in respect of the Services such number of days
before their arrival in, or after their departure from the
Contracting Authority’s country as is specified in Appendix B
hereto.
(b) The Key Personnel shall not be entitled to be paid for
overtime nor to take paid sick leave or vacation leave except
as specified in Appendix B hereto, and except as specified in
such Appendix, the Contractor’s remuneration shall be
deemed to cover these items. All leave to be allowed to the
Personnel is included in the staff-months of service set forth in
Appendix B. Any taking of leave by Personnel shall be
subject to the prior approval by the Contractor who shall
ensure that absence for leave purposes will not delay the
progress and adequate supervision of the Services.
4.5 Removal and/or (a) Except as the Contracting Authority may otherwise agree, no
Replacement of changes shall be made in the Personnel. If, for any reason
Personnel beyond the reasonable control of the Contractor, such as
retirement, death, medical incapacity, among others, it
becomes necessary to replace any of the Personnel, the
Contractor shall forthwith provide as a replacement a person
of equivalent or better qualifications.
(b) If the Contracting Authority (i) finds that any of the Personnel
has committed serious misconduct or has been charged with
having committed a criminal action, or (ii) has reasonable
cause to be dissatisfied with the performance of any of the
Personnel, then the Contractor shall, at the Contracting
Authority’s written request specifying the grounds therefore,
forthwith provide as a replacement a person with
qualifications and experience acceptable to the Contracting
II General Conditions of Contract 108

Authority.
(c) Any of the Personnel provided as a replacement under Clauses
(a) and (b) above, as well as any reimbursable expenditures
(including expenditures due to the number of eligible
dependents) the Contractors may wish to claim as a result of
such replacement, shall be subject to the prior written approval
by the Contracting Authority. The rate of remuneration
applicable to a replacement person will be obtained by
multiplying the rate of remuneration applicable to the replaced
person by the ratio between the monthly salary to be
effectively paid to the replacement person and the average
salary effectively paid to the replaced person in the period of
six months prior to the date of replacement. Except as the
Contracting Authority may otherwise agree, (i) the Contractor
shall bear all additional travel and other costs arising out of or
incidental to any removal and/or replacement, and (ii) the
remuneration to be paid for any of the Personnel provided as a
replacement shall not exceed the remuneration which would
have been payable to the Personnel replaced.
4.6 Resident Project If required by the SC, the Contractor shall ensure that at all times
Director during the Contractor’s performance of the Services in the
Contracting Authority’s country a resident Project Director,
acceptable to the Contracting Authority, shall take charge of the
performance of such Services.

5. OBLIGATIONS OF THE CONTRACTING AUTHORITY


5.1 Assistance and Unless otherwise specified in the SC, the Contracting Authority
Exemptions shall use its best efforts to ensure that the Contracting Authority
shall:
(a) Provide the Contractor, Sub-Contractors and Personnel with
work permits and such other documents as shall be necessary
to enable the Contractor, Sub-Contractors or Personnel to
perform the Services.
(b) Arrange for the Personnel and, if appropriate, their eligible
dependents to be provided promptly with all necessary entry
and exit visas, residence permits, exchange permits and any
other documents required for their stay in the Contracting
Authority’s country.
(c) Facilitate prompt clearance through customs of any property
required for the Services and of the personal effects of the
II General Conditions of Contract 109

Personnel and their eligible dependents.


(d) Issue to officials, agents and representatives of the Contracting
Authority all such instructions as may be necessary or
appropriate for the prompt and effective implementation of the
Services.
(e) Exempt the Contractor and the Personnel and any Sub-
Contractors employed by the Contractor for the Services from
any requirement to register or obtain any permit to practice
their profession or to establish themselves either individually
or as a corporate entity according to the Applicable Law.
(f) Grant to the Contractor, any Sub-Contractors and the
Personnel of either of them the privilege, pursuant to the
Applicable Law, of bringing into the Contracting Authority’s
country reasonable amounts of foreign currency for the
purposes of the Services or for the personal use of the
Personnel and their dependents and of withdrawing any such
amounts as may be earned therein by the Personnel in the
execution of the Services.
(g) Provide to the Contractor, Sub-Contractors and Personnel any
such other assistance as may be specified in the SC.
5.2 Access to Land The Contracting Authority warrants that the Contractor shall have,
free of charge, unimpeded access to all land in the Contracting
Authority’s country in respect of which access is required for the
performance of the Services. The Contracting Authority will be
responsible for any damage to such land or any property thereon
resulting from such access and will indemnify the Contractor and
each of the Personnel in respect of liability for any such damage,
unless such damage is caused by the default or negligence of the
Contractor or any Sub-Contractors or the Personnel of either of
them.
5.3 Change in the If, after the date of this Contract, there is any change in the
Applicable Law Applicable Law with respect to taxes and duties which increases or
Related to Taxes decreases the cost incurred by the Contractor in performing the
and Duties Services, then the remuneration and reimbursable expenses
otherwise payable to the Contractor under this Contract shall be
increased or decreased accordingly by agreement between the
Parties hereto, and corresponding adjustments shall be made to the
ceiling amounts specified in Clause GC 6.1(b).
5.4 Services, Facilities (a) The Contracting Authority shall make available to the
and Property of Contractor and the Personnel, for the purposes of the Services
II General Conditions of Contract 110

the Contracting and free of any charge, the services, facilities and property
Authority described in Appendix A at the times and in the manner
specified in said Appendix A.
(b) In case that such services, facilities and property shall not be
made available to the Contractor as and when specified in
Appendix A, the Parties shall agree on (i) any time extension
that it may be appropriate to grant to the Contractor for the
performance of the Services, (ii) the manner in which the
Contractor shall procure any such services, facilities and
property from other sources, and (iii) the additional payments,
if any, to be made to the Contractor as a result thereof pursuant
to Clause GC 6.1(c) hereinafter.
5.5 Payment In consideration of the Services performed by the Contractor under
this Contract, the Contracting Authority shall make to the
Contractor such payments and in such manner as is provided by
Clause GC 6 of this Contract.
5.6 Counterpart (a) The Contracting Authority shall make available to the
Personnel Contractor free of charge such professional and support
counterpart personnel, to be nominated by the Contracting
Authority with the Contractor’s advice, if specified in
Appendix A.
(b) If counterpart personnel are not provided by the Contracting
Authority to the Contractor as and when specified in Appendix
A, the Contracting Authority and the Contractor shall agree on
(i) how the affected part of the Services shall be carried out,
and (ii) the additional payments, if any, to be made by the
Contracting Authority to the Contractor as a result thereof
pursuant to Clause GC 6.1(c) hereof.
(c) Professional and support counterpart personnel, excluding
Contracting Authority’s liaison personnel, shall work under
the exclusive direction of the Contractor. If any member of
the counterpart personnel fails to perform adequately any work
assigned to such member by the Contractor that is consistent
with the position occupied by such member, the Contractor
may request the replacement of such member, and the
Contracting Authority shall not unreasonably refuse to act
upon such request.
II General Conditions of Contract 111

6. PAYMENTS TO THE CONTRACTOR


6.1 Cost Estimates; (a) An estimate of the cost of the Services payable in US Dollars
Ceiling Amount is set forth in Appendix C.
(b) Except as may be otherwise agreed under Clause GC 2.6
and subject to Clause GC 6.1(c), payments under this
Contract shall not exceed the ceiling specified in the SC.
(c) Notwithstanding Clause GC 6.1(b) hereof, if pursuant to any
of the Clauses GC 5.3, 5.4 or 5.6 hereof, the Parties shall
agree that additional payments shall be made to the
Contractor in order to cover any necessary additional
expenditures not envisaged in the cost estimates referred to
in Clause GC 6.1(a) above, the ceiling or ceilings, as the
case may be, set forth in Clause GC 6.1(b) above shall be
increased by the amount or amounts, as the case may be, of
any such additional payments.
6.2 Remuneration Option 1: Global Price Contracts
and Reimbursable
Expenses (a) Subject to the ceilings specified in Clause GC 6.1(b) hereof,
the Contracting Authority shall pay to the Contractor, in fix
instalments, (i) the remuneration as set forth in SC hereunder,
and (ii) the reimbursable expenses as set forth in Clause SC
hereunder, based on the following Schedule stated in SC.
(b) Unless otherwise specified in the SC, the remuneration shall
be fixed for the duration of the Contract.

Option 2: Fee Based Contracts


(a) Subject to the ceilings specified in Clause GC 6.1(b) hereof,
the Contracting Authority shall pay to the Contractor (i)
remuneration as set forth in Clause GC 6.2(b) hereunder,
and (ii) reimbursable expenses as set forth in Clause GC
6.2(c) hereunder. Unless otherwise specified in the SC,
said remuneration shall be fixed for the duration of the
Contract.
(b) Payment for the Personnel shall be determined on the basis
of time actually spent by such Personnel in the performance
of the Services after the date determined in accordance with
Clause GC 2.3 and Clause SC 2.3 (or such other date as the
Parties shall agree in writing), at the rates referred to in
Appendix C to this Contract, and subject to price
II General Conditions of Contract 112

adjustment, if any, specified in SC.


(c) Reimbursable expenses actually and reasonably incurred by
the Contractor in the performance of the Services and
identified in Appendix C of this Contract, shall not exceed
the ceiling specified in SC.
(d) The remuneration rates referred to under paragraph (b) here
above shall cover: (i) such salaries and allowances as the
Contractor shall have agreed to pay to the Personnel as well
as factors for social charges and overhead (bonuses or other
means of profit-sharing shall not be allowed as an element
of overhead), (ii) the cost of backstopping by home office
staff not included in the Personnel listed in Appendix B, and
(iii) the Contractor’s fee.
(e) Any rates specified for Personnel not yet appointed shall be
provisional and shall be subject to revision, with the written
approval of the Contracting Authority, once the applicable
salaries and allowances are known.
(f) Payments for periods of less than one month shall be
calculated on an hourly basis for actual time spent in the
Contractor’s home office and directly attributable to the
Services (one hour being equivalent to 1/176th of a month)
and on a calendar-day basis for time spent away from home
office (one day being equivalent to 1/30th of a month).
6.3 Currency of All payments shall be made in US Dollars.
Payment
6.4 Mode of Billing Billings and payments in respect of the Services shall be made as
and Payment follows:
Option 1: Global Price Contracts
(a) All payments under this Contract shall be made to the
accounts of the Contractor specified in the SC.
(b) Within the number of days after the Effective Date
specified in the SC, the Contracting Authority shall cause
to be paid to the Contractor advance payments as specified
in the SC. When the SC indicate advance payment, this
will be due after provision by the Contractor to the
Contracting Authority of an advance payment guarantee
acceptable to the Contracting Authority in an amount (or
amounts) and in a currency specified in the SC. Such
guarantee (i) to remain effective until the advance payment
II General Conditions of Contract 113

has been fully set off, and (ii) to be in the form set forth in
Appendix D hereto, or in such other form as the
Contracting Authority shall have approved in writing. The
advance payments will be set off by the Contracting
Authority in equal instalments against the statements for
the number of months of the Services specified in the SC
until said advance payments have been fully set off.
(c) The payments shall be done within thirty (30) days upon
receipt of the original invoice accompanied by the
supporting documents to demonstrate the acceptance by
the Contracting Authority of the Contractor deliverable
which the payment is tight upon.
Option 2: Fee Based Contracts
(a) All payments under this Contract shall be made to the
accounts of the Contractor specified in the SC.
(b) Within the number of days after the Effective Date specified
in the SC, the Contracting Authority shall cause to be paid to
the Contractor advance payments as specified in the SC.
When the SC indicate advance payment, this will be due
after provision by the Contractor to the Contracting
Authority of an advance payment guarantee acceptable to
the Contracting Authority in an amount (or amounts) and in
a currency specified in the SC. Such guarantee (i) to
remain effective until the advance payment has been fully
set off, and (ii) to be in the form set forth in Appendix D
hereto, or in such other form as the Contracting Authority
shall have approved in writing. The advance payments will
be set off by the Contracting Authority in equal installments
against the statements for the number of months of the
Services specified in the SC until said advance payments
have been fully set off.
(c) As soon as practicable and not later than fifteen (15) days
after the end of each calendar month during the period of the
Services, or after the end of each time intervals otherwise
indicated in the SC, the Contractor shall submit to the
Contracting Authority, in duplicate, itemized statements,
accompanied by copies of invoices, vouchers and other
appropriate supporting materials, of the amounts payable
pursuant to Clauses GC 6.3 and GC 6.4 for such month, or
any other period indicated in the SC. Separate statements
shall be submitted in respect of amounts payable in foreign
currency and in local currency. Each statement shall
II General Conditions of Contract 114

distinguish that portion of the total eligible costs which


pertains to remuneration from that portion which pertains to
reimbursable expenses.
(d) The Contracting Authority shall pay the Contractor’s
statements within sixty (60) days after the receipt by the
Contracting Authority of such statements with supporting
documents. Only such portion of a statement that is not
satisfactorily supported may be withheld from payment.
Should any discrepancy be found to exist between actual
payment and costs authorized to be incurred by the
Contractor, the Contracting Authority may add or subtract
the difference from any subsequent payments. Interest at
the annual rate specified in the SC shall become payable as
from the above due date on any amount due by, but not paid
on, such due date.
(e) The final payment under this Clause shall be made only after
the final report and a final statement, identified as such, shall
have been submitted by the Contractor and approved as
satisfactory by the Contracting Authority. The Services shall
be deemed completed and finally accepted by the Contracting
Authority and the final report and final statement shall be
deemed approved by the Contracting Authority as satisfactory
ninety (90) calendar days after receipt of the final report and
final statement by the Contracting Authority unless the
Contracting Authority, within such ninety (90) day period,
gives written notice to the Contractor specifying in detail
deficiencies in the Services, the final report or final statement.
The Contractor shall thereupon promptly make any
necessary corrections, and thereafter the foregoing process
shall be repeated. Any amount, which the Contracting
Authority has paid or caused to be paid in accordance with
this Clause in excess of the amounts actually payable in
accordance with the provisions of this Contract, shall be
reimbursed by the Contractor to the Contracting Authority
within thirty (30) days after receipt by the Contractor of
notice thereof. Any such claim by the Contracting
Authority for reimbursement must be made within twelve
(12) calendar months after receipt by the Contracting
Authority of a final report and a final statement approved by
the Contracting Authority in accordance with the above.
(f) Payments in respect of remuneration or reimbursable
expenses, which exceed the cost estimates for these items as
set forth in Appendices D, may be charged to the respective
II General Conditions of Contract 115

contingencies only if such expenditures were approved by the


Contracting Authority prior to being incurred.
(g) With the exception of the final payment under (d) above,
payments do not constitute acceptance of the Services nor
relieve the Contractor of any obligations hereunder.

7. FAIRNESS, GOOD FAITH AND NON-WAIVER


7.1 Good Faith The Parties undertake to act in good faith with respect to each
other’s rights under this Contract and to adopt all reasonable
measures to ensure the realization of the objectives of this Contract.
7.2 Operation of the The Parties recognize that it is impractical in this Contract to
Contract provide for every contingency which may arise during the life of the
Contract, and the Parties hereby agree that it is their intention that
this Contract shall operate fairly as between them, and without
detriment to the interest of either of them, and that, if during the
term of this Contract either Party believes that this Contract is
operating unfairly, the Parties will use their best efforts to agree on
such action as may be necessary to remove the cause or causes of
such unfairness, but no failure to agree on any action pursuant to
this Clause shall give rise to a dispute subject to arbitration in
accordance with Clause GC 8 hereof.

7.3 Non waiver Non waiver means that:


(a) No relaxation, forbearance, delay, or indulgence by either
party in enforcing any of the terms and conditions of the
Contract or the granting of time by either party to the other
shall prejudice, affect, or restrict the rights of that party
under the Contract, neither shall any waiver by either party
of any breach of Contract operate as waiver of any
subsequent or continuing breach of Contract.
(b) Any waiver of a party’s rights, powers, or remedies under
the Contract must be in writing, dated, and signed by an
authorized representative of the party granting such waiver,
and must specify the right and the extent to which it is being
waived.

8. FINANCIAL GUARANTEE (Advance Payment


Guarantee)
8.1.
II General Conditions of Contract 116

Unless otherwise provided for in the Special Conditions, the


Contractor shall provide a financial guarantee for the bull amount of
the pre-financing payment. The financial guarantee shall be in the
format provided for in the contract and may be provided in the form
of a bank guarantee, a banker’s draft, a certified cheque, a bond
provided by an insurance and/or bonding company, an irrevocable
letter of credit or a cash deposit made with the Contracting
Authority. If the financial guarantee is to be provided in the form of
a bank guarantee, a banker’s draft, a certified cheque or a bond it
shall be issued by a bank or bonding and/or insurance company
approved by the Contracting Authority. This financial guarantee
shall remain valid until it is released by the Contracting Authority as
appropriate. Where the Contractor is a public body the obligation
for a financial guarantee may be waived depending on a risk
assessment made.
The financial guarantee shall be provided on the letterhead of the
financial institution using the template provided in Appendix D.
Should the financial guarantee cease to be valid and the Contractor
fail to re-validate it, either a deduction equal to the amount of the
pre-financing may be made by the Contracting Authority from
future payments due to the Contractor under the contract, or the
Contracting Authority shall give formal notice to the Contractor to
provide a new guarantee on the same terms as the previous one.
Should the Contractor fail to provide a new guarantee, the
Contracting Authority may terminate the contract giving 30 days
notice.
If the contract is terminated for any reason whatsoever, the financial
guarantee may be invoked forthwith in order to repay any balance
still owed to the Contracting Authority by the Contractor, and the
guarantor shall not delay payment or raise objection for any reason
whatsoever.
For fee-based contracts, the financial guarantee shall be released
when the advance is reimbursed according to article 6.4 (option
two).
For global price contracts, (i) if the contract is not divided between
different outputs that the Contracting Authority can approve
independently, or has a duration of less than two years, the advance
guarantee shall remain in force until the final payment has been
made and (ii) if the contract has a duration of at least two years and
if the budget is divided between different outputs that the
Contracting Authority can approve independently, the guarantee
shall be released when the pre financing is reimbursed in accordance
II General Conditions of Contract 117

with article 6.4.

9. SETTLEMENT OF DISPUTES
9.1 Amicable If either Party objects to any action or inaction of the other Party,
Settlement the objecting Party may file a written Notice of Dispute to the other
Party providing in detail the basis of the dispute. The Party
receiving the Notice of Dispute will consider it and respond in
writing within 14 days after receipt. If that Party fails to respond
within 14 days, or the dispute cannot be amicably settled within 14
days following the response of that Party, Clause GC 8.2 shall
apply.
9.2 Dispute Any dispute between the Parties as to matters arising pursuant to
Resolution this Contract that cannot be settled amicably according to Clause
GC 8.1 may be submitted by either Party for settlement in
accordance with the provisions specified in the SC.
III Special Conditions of Contract

III. Special Conditions of Contract

Number of GC Amendments of, and Supplements to, Clauses in the General


Clause Conditions of Contract

1.1(a) The Contracting Authority’s country is Botswana.

1.1 (b) The Contracting Authority is: The SADC Secretariat

1.1 (c) The Contractor is: [Name of Contractor]

1.4 The language is: English.

1.6 The addresses are:

Contracting Authority

The SADC Secretariat


Plot 54385 New CBD
Private Bag 0095
City: Gaborone,
Country: Botswana

Attention:
Facsimile:
Email:

Contractor:

[Address and contact details]

1.6.2 Addresses are the same as under SCC 1.6.1 above.

1.9.1 The Authorized Representatives are:

For the Contracting Authority:


The Task Manager is Mr. Edvaldo Santos, Head of ICT, ICT
Unit

For the Contractor:


III Special Conditions of Contract

The Project Director is: ……………………………….

1.9.2 The Contracting Authority delegates to the Task Manager the


following authority under this Contract:

a) Be the first point of contact for operational implementation and


shall oversee operational implementation on a day-to-day basis.
b) Approve reports submitted by the Contractor.
c) Chair progress meetings.
d) Approve invoices.
e) Provide technical guidance on programme implementation; and

1.9.4 The Contractor delegates the Project Director the following authority
under this Contract: The main contact for all contractual matters

1.10 Taxes and Duties: It is the responsibility of the


Contractor to ensure
that they familiarize themselves with the relevant tax
regulations
in their home country and in Botswana. The Contractor,
its subcontractors and its personnel shall be liable for
all applicable
taxes.

2.1 The contract will become effective on the date of the last signature of
the contract

2.3 The time period shall be 10 Days.

2.4 The duration of the assignment will be 90 days followed by 9 months of


Post implementation Service Support and Maintenance.

{3.4} Limitation of the Contractors’ Liability towards the


Contracting
Authority
(a) Except in case of gross negligence or willful
misconduct on
the part of the Contractors or on the part of any person
or
firm acting on behalf of the Contractors in carrying out
the
Services, the Contractors, with respect to damage
caused by
III Special Conditions of Contract

the Contractors to the Contracting Authority’s property,


shall not be liable to the Contracting Authority:
(i) for any indirect or consequential loss or damage; and
(ii) for any direct loss or damage that exceeds by
[insert a
multiplier, e.g.: three] times the total value of the
Contract.
(b) This limitation of liability shall not affect the
Contractors’
liability, if any, for damage to Third Parties caused by
the
Contractors or any person or firm acting on behalf of
the
Contractors in carrying out the Services

3.5 Not applicable.

3.12.3 3.12.3 Processing of Personal Data


3.12.3.1For the avoidance of doubt, references to the term Personal
Data shall only apply to Personal Data processed in the course of the
performance of the obligations imposed on the Contractor pursuant to
or under the Contract.

3.12.3.2The Contractor shall:


(a) process Personal Data provided by the Contracting Authority for
fulfilling specific obligations and instructions from the
Contracting Authority as set out in the Contract;
(b) comply with all Applicable Data Protection Law when
Processing Personal Data;
(c) not utilize Personal Data transferred to it by the Contracting
Authority for any other purpose than provided in the Contract;
(d) keep the Personal Data confidential and not disclose it to third
parties or in any other way use the Personal Data in
contravention of the provisions of the Contract; and
(e) ensure that any of its personnel, agent, or sub-contractor who
may have access to the Personal Data, commit themselves to
confidentiality of the Personal Data processed under the Contract
unless they are under an appropriate statutory obligation of
confidentiality.
III Special Conditions of Contract

3.12.3.3Data Subject Rights


3.12.3.31 The Contractor shall assist the Contracting Authority by
implementing appropriate technical and organisational measures for
the fulfilment of the Contracting Authority’s obligations to respond to
requests by Data Subjects in respect of Personal Data.

3.12.3.3.2 The Contractor shall:


(a) promptly notify the Contracting Authority if it receives a request
from a Data Subject in respect of the Personal Data;
(b) ensure that it does not respond to any request except on the
documented instructions of the Contracting Authority;
(c) promptly notify the Contracting Authority if it receives any
communication from any Supervisory or Regulatory Authority in
connection with the Personal Data; and
(d) promptly notify the Contracting Authority if it receives a request
from any third party for disclosure of Personal Data where
compliance with such request is required or purported to be
required by law.

3.12.3.3.4Transfer of Personal Data


3.12.3.3.4.1The Contractor shall not transfer or authorise the transfer
of Personal Data outside the country of the Contracting Authority
without prior written authorisation of the Contracting Authority.

3.12.3.3.4.2Subject to clause SC 3.12.3.3.4.1 above, Personal Data


may only be transferred to a jurisdiction or international organisation
that ensures adequate level of protection. If Personal Data processed
under the Contract is transferred outside of the country of the
Contracting Authority, the Contractor as Data Processor shall ensure
that there are appropriate safeguards to protect the Personal Data.

3.12.3.3.4.3The Contractor shall ensure the following before


transferring Personal Data:
(a) the party receiving the Personal Data will apply a protection
level equivalent to or higher than the measures set out in the
Applicable Data Protection Laws;
(b) the party receiving the Personal Data has appropriate
safeguards if the third country does not provide adequate level
III Special Conditions of Contract

of protection;
(c) processing of Personal Data by the party receiving it is
restricted to the purpose authorised by the Contracting
Authority; and
(d) the transfer of Personal Data is compatible with the reasonable
expectations of the Data Subject.

3.12.3.3.5 Information Security


3.12.3.3.5.1The Contractor must implement all appropriate technical
and organisational measures necessary to ensure a level of security as
required under the SADC Protection of Personal Data Policy and
Applicable Law.
3.12.3.3.5.2The Contractor undertakes to inform the Contracting
Authority of the technical and organisational measures it will
implement to protect the Personal Data processed on behalf of the
Contracting Authority.
3.12.3.3.5.3The Contractor must inform the Contracting Authority of
any changes that could affect the protection of Personal Data before
implementing such changes.

3.12.3.3.6 Personal Data Breach


3.12.3.3.6.1The Contractor must immediately notify the Contracting
Authority of any security compromise or data breach which involves
Personal Data.
3.12.3.3.6.2 The Personal Data breach notification from the
Contractor must provide sufficient information to allow the
Contracting Authority to meet any obligations or to report or inform
the affected Data Subjects.
3.12.3.3.6.3 The notification must provide the following information:
(a) a description of the nature of the data breach.
(i) a list of Data Subjects affected; and
(ii) the security measures implemented or to be implemented to
address the data breach.
(b) The Contractor shall cooperate with the Contracting Authority
and take reasonable steps as directed by the Contracting
Authority to assist the investigation, mitigation, and
remediation of such Personal Data breach.
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3.12.3.3.7 Records
3.12.3.3.7.1The Contractor shall maintain complete, accurate and up-
to-date written records of all Data Processing carried out under or in
connection with the Contract.
3.12.3.3.7.2 The records maintained by the Contractor shall contain
the following information:
(a) the name and contact details of the Contractor’s representative
or the Data Protection Officer, if any;
(b) the categories of Data Processing carried out on behalf of the
Contracting Authority.
(c) where applicable, details of any transfers of Personal Data,
including the identity of the recipient of such transferred
Personal Data and the countries to which such Personal Data is
transferred together with details of the appropriate safeguards
put in place; and
(d) a general description of the security measures implemented by
the Contractor.

3.12.3.3.8 Sub-Processing
The Contractor shall ensure that any Sub-Contractors processing
Personal Data shall do so lawfully and in line with this Clause,
where applicable.

3.12.3.3.9 Deletion or Return of Personal Data


3.12.3.3.9.1 Upon the expiration of the Contract, or termination of the
Contract pursuant to Clause GC 30, the Contractor shall immediately
cease processing Personal Data under its possession or control.
3.12.3.3.9.2 Within 10 (ten) days following the date of expiration or
termination of the Contract, the Contractor shall, at the written
direction of the Contracting Authority, securely return or delete
Personal Data including any copies of it.
3.12.3.3.9.3 The Contractor shall provide the Contracting Authority
with written certification that it has fully complied with the provisions
of this Clause.
3.12.3.3.9.4 If the Contractor is required by law to retain the Personal
Data, the Contractor shall advise the Contracting Authority
accordingly.

6.1(b) The Contract ceiling is USD$ 55,000. (Fifty-Five thousand


III Special Conditions of Contract

United States Dollars)) for 90 days followed by 9 months of Post


implementation Service Support and Maintenance.

6.4(a) Payment shall be made to the account of the Contractor: xxxxxxxxx

The account is:

Account Name
Bank Name
Branch Name
Bank Branch code
SWIFT Code
Account Number
Currency

6.4 (b) Advance payment shall not be applicable in this contract.

6.4(c) The payment schedule is the following:

• Invoices will be issued monthly

Payment Conditions: Payment shall be made in USD within 30 days


following submission of original invoice by the Contractor, in
duplicate, accompanied by the requested supporting documents. All
payments under the contract shall be made by bank transfer into the
bank account indicated by the Contractor in this contract.

9.2 Disputes shall be settled by negotiation and arbitration


in accordance
with the following provisions:

In the case of a dispute between the Contracting Authority and a


Contractor, the dispute shall be referred to arbitration in accordance
with the laws of the Contracting Authority’s country.
a) The Parties shall use all their best efforts to settle all disputes
arising out of, or in connection with, this Contract or its
interpretation amicably.
b) In the event that, through negotiation, the parties fail to solve
a dispute arising from the conclusion, interpretation,
implementation or termination of the contract, the parties shall
settle the dispute by arbitration.
c) The dispute shall be determined by a single arbitrator to be
appointed by the Chairperson of the Botswana Law Society
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upon request by either Party.


d) The procedure of arbitration shall be fixed by the arbitrator
who shall have full power to settle all questions of procedure
in any case of disagreement with respect thereto.
e) The decisions of the arbitrator shall be final and binding upon
the parties
f) Nothing in or relating to this Contract will be deemed as a
waiver, express or implied, of any of the privileges and
immunities of SADC.
Nothing in this Clause shall affect the privileges and immunities of
SADC as an organization.
126

IV. Appendices

APPENDIX A – TERMS OF REFERENCE

Note: This Appendix will include the final Terms of Reference worked out by the
Contracting Authority and the Contractors during technical negotiations, dates for
completion of various tasks, place of performance for different tasks, specific tasks to be
approved by Contracting Authority, etc.

APPENDIX B – TECHNICAL PROPOSAL FROM [NAME OF BIDDER]

Note: List format, frequency, and contents of reports; persons to receive them; dates of
submission; etc. If no reports are to be submitted, state here “Not applicable.”

APPENDIX C – FINANCIAL PROPOSAL FROM [NAME OF BIDDER]

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