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CONFIDENTIAL

APPOINTMENT OF A PANEL OF ATTORNEYS ON AN AS AND WHEN REQUIRED BASIS FOR A PERIOD OF 36 MONTHS

Request for Proposals

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RFP: SAX/17/11/0308

South African Express Airways (SOC) Limited

(Herein referred to as “SA EXPRESS”)

Registration Number: 1990/007412/30

APPOINTMENT OF A PANEL OF ATTORNEYS ON AN AS AND WHEN REQUIRED BASIS FOR A PERIOD OF

36 MONTHS

REQUEST FOR PROPOSALS (RFP)

RFP No. SAX/17/11/0308

Issue Date:

Proposal Submission Time and Date:

Proposal Submission Address:

10 April 2018

12H00 SAST 9 May 2018 2nd

Floor

E Block Offices

1 Jones Road

Airways Park

CONFIDENTIAL



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RFP: SAX/17/11/0308

TABLE OF CONTENTS

CHAPTER 1 : INSTRUCTIONS TO BIDDERS

1 Glossary of Terms & Important Notice

2 SA Express Airways: An Overview

3 Purpose and Structure of RFP

4 Bid Process

5 Instructions to Bidders

6 Evaluation Structure and Criteria

CHAPTER 2 : PROPOSAL RETURNABLES

1 Mandatory Compliance Returnables

2 Comparative Evaluation Criteria Returnable

3 RFP Forms: Returnables

3.1 Bid Application Forms

3.2 Bid Cover Letter

3.3 Bidder’s Signatory Authority

3.4 Supplier Declaration of Interest (SBD-5 Form)

3.5 Authorisation Declaration (TCBD-1 Form)

3.6 Preference Points Claim Form In Terms Of The Preferential Procurement Regulations 2011 (SBD-6.1 Form)

3.7 Declaration of Bidder’s Past Supply Chain Management Practices (SBD- 8 Form)

CHAPTER 3 : TRANSACTION AGREEMENTS

1 Bidder Confidentiality Undertaking

2 General Conditions of Contract

CHAPTER 4 : FUNCTIONAL RFP SPECIFICATION

1 Executive Summary

2 Background & Context

3 Period of Contract

4 Bid Programme

5 Bid Fee (If Applicable)

6 Provision of Services/Quality Prescription

CONFIDENTIAL



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7 Scope of Services

8 Proposal Guideline

9 Pricing Proposal

10 Evaluation Process

11 Decision of the Board of Director of SA Express

CONFIDENTIAL APPOINTMENT OF A PANEL OF ATTORNEYS ON AN AS AND WHEN REQUIRED BASIS

FOR A PERIOD OF 36 MONTHS Request for Proposals

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RFP: SAX/17/11/0308

RFP CHAPTER 1

INSTRUCTIONS TO BIDDERS



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RFP: SAX/17/11/0308

1. GLOSSARY OF TERMS

1.1 GLOSSARY

Alternative Proposal has the meaning set out in Chapter 1 of this RFP;

B-BBEE has the meaning ascribed to the definition of “broad-

based black economic empowerment” in the B-BBEE Act;

B-BBEE Act means the Broad-Based Black Economic Empowerment

Act, 53 of 2003 and regulations promulgated there under,

as may be amended from to time to time;

Bidder means an interested party in this RFP that has received

the bid documents and/or have submitted a Proposal(s)

in response to this RFP;

Commercial Close means the date on which the Purchase Agreement and

Ancillary Agreements are signed;

Confidential

Information Provided

has the meaning ascribed to it in Chapter 3 of this RFP;

Cover Letter Format means the form of the covering letter to a Proposal in the

form and substance provided in Chapter 1 of this RFP;

Government means the government of the Republic of South Africa;

Mandatory Compliance

Requirements

has the meaning set out in this Chapter 2 of this RFP;

PFMA means the Public Finance Management Act, 1 of 1999

and regulations promulgated there under, as may be

amended from to time;

Preferred Bidder means, in relation to the RFP, the Bidder(s), who is or are

selected by SA Express, following the evaluation of

Proposals, as the party(ies) with whom to pursue

negotiations to conclude a Purchase Agreement;

Proposal means the bid submitted by a Bidder in response to this

RFP;



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Proposal Submission

Address

means SA Express Airways, 2nd Floor, Block E Offices, 1

Jones Road, Airways Park.

Proposal Submission

Date

means 12H00 SAST 9 May 2018, being the last day on

which a Proposal may be submitted;

Returnable means the documentation and information required to be

submitted by Bidder as outlined in Chapter 2 of this RFP;

RFP means this request for proposals issued by SA Express;

SMME means small medium and micro enterprises;

Skills Development means socio-economic development initiatives towards

job creation, skills development, enterprise development,

community development, investment in revitalising local

economies, as more fully described

Standard Proposal has the meaning set out in Chapter 1 of this RFP;

SA Express means South African Express Airways SOC Ltd;

(registration number 1990/007412/30) and any operating

division thereof, as may be applicable from time to time;

Variant Proposal Means a Proposal which differs from a Standard

Proposal, in the manner set out in the RFP;



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1.2 IMPORTANT NOTICE

1.2.1 Information Provided

SA Express provides the information which is contained in or sent with this RFP or which

is made available in connection with any further enquiries (collectively "the Information

Provided"), in good faith. This RFP document (which expression shall include all other

written information made available during this bid process) is being made available by SA

Express to potential Bidders on the condition that it is used solely for such procurement

process and for no other purpose.

No oral information pertaining to this RFP may be relied upon by any or Bidder(s).

Furthermore, oral information does not and shall not constitute Information Provided.

1.2.2 SA Express’ Obligation in relation to the Process, Liability to Costs

All costs incurred by Bidders in relation to any stage of the procurement and/or negotiation

process in respect of this RFP are for such Bidder’s account alone. SA Express assumes

no liability whatsoever in respect of such costs.

SA Express is not obliged to accept any Proposal or Response to this RFP or to appoint a

Preferred Bidder/s. Although this RFP describes the process, and anticipated timetable

relating to this RFP and the current requirements of SA Express, SA Express reserves the

right to terminate such a process, or to modify any of these matters from time to time

without incurring any liability.

1.2.3 The RFP does not constitute a Letter of Intent

Bidders or any other party should not consider this document as a letter of intent by SA

Express or any of its officials.



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1.2.4 No SA Express warranty as to completeness of information

Whilst reasonable care has been taken in preparation of this RFP and other related

documents, they do not purport to be comprehensive or to have been verified by SA

Express, its officials, officers, employees or advisers or any other person. Neither SA

Express nor any of its officials, officers, employees or advisers accepts any liability or

responsibility for the adequacy, accuracy or completeness of any of the information or

opinions stated in any of the aforementioned document(s).

1.2.5 No SA Express warranty or representation on information

Save to the extent provided in Chapter 3 of this RFP, no representation or warranty,

express or implied, is or shall be given by SA Express, or any of its officials with respect

to the information or opinions contained in this or any other document issued in relation

to this RFP or on which any such document is based. Any liability in respect of such

representations or warranties, howsoever arising is hereby expressly disclaimed.

1.2.6 Right to modify, amend or terminate the procurement process

SA Express reserves the right to amend, modify or withdraw this RFP, or to amend,

modify or terminate any of the procedures or requirements of the procurement process

(which terminates on the earlier of SA Express notification to that effect, or Commercial

Close) at any time, with prior written notice and without liability to compensate or

reimburse any party or person.

1.2.7 Right to accept single or multiple bidders

SA Express reserves the right to accept a bid from a single or multiple bidders

depending on acceptable commercial requirements.

1.2.8 No Solicitation of SA Express Staff

To maintain the integrity of this procurement process, no Bidder, or any of its agents

may make any offer(s) of employment to any SA Express officer, official or employee or



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staff who were directly engaged in the procurement process of a three (3) year period

from Commercial Close.

1.2.9 Stipulations are for the sole benefit of SA Express

Any requirement set out in this RFP regarding the content of a Response or Proposal is

stipulated for the sole benefit of SA Express, and saves as expressly stated to the

contrary, may be waived by SA Express at its sole discretion at any stage in this

procurement process. SA Express reserves the right to adopt any non-proprietary

Response or Proposal (or aspect thereof) made by any Bidder at any time and to include

such Response or Proposal in any document(s) pursuant to this procurement process

which may or may not be made available to other Bidders.

1.2.10 No Gifts

If any Bidder, or any of their respective employees, advisers or agents gives or offers to

give any gift to any public official of Government, or officer or employee of SA Express on

this either directly or through an intermediary then such Bidder, a Bidder and/or offending

person may be disqualified forthwith from participating in the procurement and

implementation of this process.

1.2.11 Confidentiality of Information

Subject to the Bidder Confidentiality Undertaking to be signed by each Bidder pursuant to

Chapter 3 to this RFP, each Bidder of this RFP agrees to keep confidential any information

of provided to it pursuant to this Procurement Process. Confidential information provided

may be made available to a Bidder and/or a Relevant Entity’s, employees and professional

advisers and financiers who are directly involved in the appraisal of such information (who

must be made aware of the obligation of confidentiality) but shall not, either in the whole or

in part, be copied, reproduced, distributed or otherwise made available to any other party

in any circumstances without the prior written consent of SA Express, nor may it be used

for any other purpose other than that for which it is intended. These requirements do not

apply to any information that is or becomes publicly available or is shown to have been

made so available (otherwise than through a breach of a confidentiality obligation).



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RFP: SAX/17/11/0308

Bidders and their constituent members, agents and advisers, shall be required to sign

confidentiality agreements. All Confidential information provided (including all copies

thereof) remains the property of SA Express and must be delivered to SA Express on

demand. Further, by receiving this RFP each Bidder agrees to maintain its submission in

response to this RFP confidential from third parties other than SA Express, its officials,

officers, employees and advisers who are required to review same for the purpose of this

RFP.



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2. SA EXPRESS AIRWAYS: AN OVERVIEW

2.1 BACKGROUND AND CONTEXT

2.1.1. The Legal Department is mandated to manage a variety of legal matters affecting the

Company, with the view of minimizing the Company’s exposure to legal liability.

2.1.2 The Legal Department provides general and specific legal services to the Company in the

following areas:

Legal opinions and advisory work;

Investigative legal work;

Prosecution or chairing of disciplinary hearings and tribunals;

Contract Management;

Litigation Management etc.

2.1.2. Although most legal matters are handled by the Legal Department, there are instances

where there is a need to appoint external assistance in the form of a law firm such as

where a legal action has been instituted against the Company or where the company

wishes to institute legal action against a person, as well as where a complex legal matter

requires specific expertise.

_____________________________________________________________________________ 3. PURPOSE AND STRUCTURE OF RFP

3.1 GENERAL PURPOSE OF THE REQUEST FOR PROPOSALS

3.1.1 This RFP invites submission of Proposals for the Appointment of a Panel of Attorneys

Services.

3.1.2 It is the intention of SA Express, upon receipt of Proposals, to consider, and evaluate the

Proposals, and negotiate with selected Preferred Bidder.



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3.2 THE RFP AS A SUITE OF DOCUMENTS

3.2.1 This RFP consists of a suite of documents comprised of the following Chapters

a) Chapter 1: Instructions to Bidders - This Chapter contains comprehensive

instructions to Bidders.

b) Chapter 2: Proposal Returnables - This Chapter provides the detailed

requirements for each Proposal, specifying the minimum information and

documentation to be incorporated in the Proposals.

c) Chapter 3: Transaction Agreements - This Chapter contains the proposed form of

the principal agreements which shall be required to be entered into by the

prospective bidders with SA Express.

d) Chapter 4: RFP Functional Specifications: This Chapter provides an outline of the

technical specifications for this RFP. It is requested of the bidder to complete the

attached Pricing Sheet in order to ensure seamless evaluation process.



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3.3 GOVERNING LAW

3.3.1 The procurement process for this RFP, together with documentation, the Purchase

Agreement, Ancillary Agreements and any other contracts arising therefrom, if any, are

and shall be governed by and construed according to the laws of the Republic of South

Africa.

3.3.2 The primary enabling pieces of legislation the Public Finance Management Act, 1999 (Act

1 of 1999), the Companies Act, 2008 (Act 71 of 2008), the Preferential Procurement Policy

Framework Act, 5 of 2000 and if applicable, the Broad-Based Black Economic

Empowerment Act, 5 of 2003, the South African Civil Aviation Act, 2009, the National

Treasury Regulations, the Department of Trade and Industry’s Guidelines on Complex

Structures and Transactions and Fronting, and the King Codes of Good Practice.

3.3.3 The Constitution of the Republic of South Africa shall take precedence over any other Law

and/or Regulations.

3.3.4 The Constitution and the PFMA provide that a state owned entity shall award contracts in

accordance with a system which is fair, equitable, transparent, competitive and cost

effective.

3.3.5 Further, the Constitution provides that an organ of state may implement a process which

gives preference to certain categories of persons or for the advancement of persons or

categories of persons disadvantaged by unfair discrimination.

3.3.6 SA Express supports the spirit of Broad-Based Economic Empowerment and recognises

that real empowerment can only be achieved when individuals and businesses conduct

themselves in accordance with the Constitution and codes of ethical business conduct.

Therefore, SA Express expressly condemns any form of fronting.

3.3.7 Bidders and all persons responding to this RFP and other subsequent procurement

documentation are expected to comply with applicable legislation and laws, in participating

in this procurement.



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3.3.8 Bidders are presumed to be familiar with all laws, rules and regulations, and Codes of

Good Practice that may in any way affect the goods or services contemplated herein and

all other laws governing the operations of their respective businesses.

3.3.9 In the event of a conflict between the provisions of this RFP and any relevant legal

requirements, the legal requirements shall prevail.



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4. BID PROCESS AND PROGRAMME

4.1 BID PROCESS

4.1.1 The bid process consists of following phases:

a) RFP Issue;

b) Clarification of queries & questions;

c) Submission of Proposal;

d) Evaluation of Proposals, subject to a best and final offer (BAFO) phase, at the

discretion of SA Express;

e) Selection and announcement of Preferred Bidder(s), and

f) Financial analysis

g) Negotiations with the Preferred Bidder(s) to conclude the Contract and Service

Level Agreement.

_____________________________________________________________________________

5. INSTRUCTIONS TO BIDDERS

5.1 SUBMISSION OF BIDS

5.1.1 Postponement of Bid Submission Date

SA Express reserves the right to postpone the stipulated date of the Proposal Submission.

5.1.2 Late Bids

No Proposal shall be received after the date and time outlined in Table 2.



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5.1.3 Bid Submission Address

Bids must only be submitted at the Bid Submission Address and labelled as follows:

APPOINTMENT OF A PANEL OF ATTORNEYS ON AN AS AND WHEN REQUIRED

BASIS FOR A PERIOD OF 36 MONTHS

TENDER REFERENCE: SAX/17/11/0308

NAME OF BIDDER: <Bidder’s name >

5.1.4 Incomplete Bids

Incomplete bids, namely bids that do not contain a response to each of the bid

requirements (summarised below), refer to 5.2.2 for detailed description:

a) Mandatory Compliance Requirements; and

b) Comparative Evaluation Criteria.

shall be marked as incomplete, and may, at SA Express’s sole discretion, may be

rejected without further consideration.

5.1.5 Bid Validity Period

Bids shall remain valid and open for acceptance for a period of one hundred and twenty

(120) days from the Bid submission date, plus any mutually agreed extension of the Bid

validity period.

SA Express may, in exceptional circumstances, request Bidder(s) for an extension of the

Proposal validity period, prior to the expiry of the original Proposal validity period. The

request and the response thereto shall be made in writing. Bidder(s) agreeing to the

request shall not be permitted to modify its Proposal.



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5.1.6 Format of Bids

Bidder(s) are requested to submit their Bid(s) in a clearly structured way. All parts of the

Bid(s) are to be clearly headed, pages must be numbered and a detailed content listing is

to be provided. The Proposals should follow a consistent numbering system that allows for

easy cross-referencing, both within the Bid and the RFP.

All Proposals must be submitted in the format prescribed below:

a) One (1) original printed and bound file plus two (2) hard copies thereof in one or

more file(s) (clearly marked as ‘original’, and each copy marked as ‘copy 1’, to

‘copy 5).

b) Any colour documents shall have to be reproduced in colour in all the two (2)

copies;

c) The original copy must be signed in BLACK INK and initialed by an authorized

employee on each and every page of the bid proposal;

d) Proposal(s) must be complete, comprehensive and be in English.

Bidders must ensure to submit all relevant information.

A cover letter with contact details for the authorised person representing the lead member

of the Bidder should be submitted, in the format provided herein.

Details on the format of the Proposals are contained in RFP Chapter 2.

5.1.7 Correspondence

All correspondence from the Bidder(s) must be addressed to the Procurement Officer and

must be signed (including email signature) by an authorised person(s), legally binding the

Bidder(s). All such signatures must indicate the name(s) of the person(s) signing them,

their position(s) and the name of their organisation.

5.2 STANDARD PROPOSAL TO BE SUBMITTED

5.2.1 Bidders who elect to submit Proposals are required to submit a Standard Proposal.



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5.2.2 Bidders shall be evaluated on three stages:

a) Mandatory

b) Functionality

c) Pricing / B-BBEE: 80/20 Preferential Points

5.2.2 A Standard Proposal is comprised of the following elements:

a) Mandatory Compliance Requirements;

i. Original Tax Clearing Certificate, valid on submission date;

ii. Latest Audited Financial Statements / Accounting Officer Letter for start-up

iii. Supplier Declaration of Interests (SBD-5);

iv. B-BBEE Certificate, valid on submission date;

v. Signatory Authority; and

b) Comparative Evaluation Criteria, comprised of:

i. Functionality

ii. Proposed price; and

iii. B-BBEE

5.2.3 Mandatory Compliance Requirements

The Mandatory Compliance Requirements are briefly described in this RFP Chapter 1.

More information shall be contained in RFP Chapter 2. These minimum requirements must

be complied with by the Bidder(s) to be evaluated further. SA Express reserves the right to

disqualify Bidders who do not meet the Mandatory Compliance Requirements.

5.2.4 Comparative Evaluation Criteria

In terms of regulation 4 of the Preferential Procurement Regulations pertaining to the

Preferential Procurement Policy Framework Act, 2000 (Act 5 of 2000), responsive bids



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shall be adjudicated by the State on the 80/20-preference point system in terms of which

points are awarded to bidders on the basis of:

a) The bid price (maximum 80 points)

b) Historically disadvantaged individuals as well as specific goals (maximum 20

points)

5.3 COST OF SUBMITTING PROPOSALS

5.3.1 Each Bidder shall bear all costs associated with the preparation and submission of its

Proposal(s), including all its own costs attendant on any stages of the procurement

process.

5.3.2 If a Bidder(s) is in breach of the provisions contained in this RFP and/or other applicable

legal requirements, then SA Express shall have the right to recover from the said Bidder,

whose conduct has tainted the process any other damages or costs to SA Express

flowing from such termination.

5.4 LIAISON STRUCTURE

5.4.1 Bidders are advised to address all correspondence relating to this Bid to

[email protected]

5.4.2 All correspondence received shall be responded to in writing to the respective Bidder. All

queries addressed to the Procurement Officer must be in writing and signed by the

Bidder(s)’ contact person as indicated in the Response or Proposal, as the case may be.

All queries must be received before the date outlined in Table 2, and no queries shall be

accepted thereafter.

5.4.3 Any clarification which may be required by SA Express in respect of a Proposal shall be

addressed by way of a clarification note(s) addressed to the Bidder concerned. All

clarification notes to each Bidder shall be sequentially numbered.

5.4.4 Bidder(s), their respective agents, advisors and related parties may not contact the

employees, advisors of SA Express, or any of their official(s) engaged in the RFP, with a



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view to offering, whether directly or indirectly, any one or more of them employment

opportunities with the Bidder.

5.5 NATURE OF INFORMATION OFFERED

5.5.1 All materials and data which are submitted by Bidders shall become the sole property of

SA Express, with the exception of copyrighted material, trade secrets or other proprietary

information clearly identified as such by Bidders.

5.5.2 SA Express undertakes to keep confidential all information received from any Bidders

which is clearly identified as confidential in such Bidder’s submission and/or Proposal(s)

provide such information is not already in the public domain or in the hands of SA Express

or required to be disclosed by SA Express in terms of legal or regulatory requirements on

the condition that Bidders shall be deemed by their submission of a Proposal to agree to

indemnify SA Express and hold SA Express harmless from any claim or liability and

defend any action brought or legal step taken against SA Express for its refusal to disclose

materials marked confidential, trade secret or other proprietary information to any person

seeking access thereto.

5.5.3 Alternatively, Bidder(s) can make a written statement to that effect in their Proposal, that in

respect of their Proposal, Bidder(s) shall have waived its right to non-disclosure and to

authorise SA Express to provide a copy of the relevant materials/data or any part thereof

to third parties on due request.

5.6 CONFIDENTIALITY UNDERTAKING

5.6.1 All Confidential Information provided (including all copies thereof) remains the property of

SA Express and must be delivered to SA Express on demand. Further, by receiving this

RFP each Bidder and its members agree to maintain its submission in response to this



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RFP confidential from third parties other than SA Express and its officials, officers and

advisers who are required to review the same for the purpose of the RFP procurement

process.

5.7 BRIEFING NOTES

5.7.1 Briefing Notes shall be issued, where applicable, for any and all communications by SA

Express to Bidders and for any amendment(s) which may be effected to the RFP. Briefing

Notes shall be sequentially numbered. It shall be the responsibility of each Bidder to

ensure that it refers to and takes account of such Briefing Note(s) in any submission(s) to

SA Express, or its Proposal. A Briefing Note shall only be issued in respect of a Bidder

query if the response thereto is, in SA Express’s determination, either of general

application or has the effect of modifying the RFP.

5.8 CLARIFICATION NOTES

5.8.1 Clarification Notes shall be issued by SA Express to a Bidder in reply to any written

clarification request submitted by that Bidder. Clarification Notes shall be sequentially

numbered and distributed to all bidders.

5.9 UNETHICAL CONDUCT

5.9.1 SA Express adheres to ethical and transparent business practices

5.9.2 Any impropriety in any respect shall not be tolerated.

5.9.3 If any Bidder, or any of their employees, shareholders, representatives, advisers or agents

make or offers to make any gift or other gratuity to any public official of Government, or

employee of SA Express, relevant authority, or consultant to SA Express on the RFP

either directly or through an intermediary, SA Express reserves the right to terminate its

relationship, without prejudice to any of SA Express’ rights in terms of this RFP, with any

Bidder or responsible party/entity.



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5.9.4 Bidder(s) shall be required at the time of submitting their Proposals to give an undertaking

that all reasonable efforts have been made to avoid irregularities, bribery and corruption.

5.9.5 SA Express reserves the right to request Bidders to conclude an anti-bribery undertaking

agreement with SA Express, at any time during the Bid Process, to contractually bind all

participants to the undertakings referred to in this section.

5.10 GROUNDS FOR DISQUALIFICATION

5.10.1 The following events, in addition to any other events contained in this RFP, constitute

(without being exhaustive) those grounds upon which a Bidder (or if appropriate in SA

Express’s determination, any Member thereof) may be disqualified at any stage of this

RFP–

a) an infringement of the Bidder Confidentiality Undertaking by any Bidder, Member

or any director, officer, agent, trustee or advisor of the Bidder and/or Member; an

infringement of the Bidder Confidentiality Undertaking by any Bidder, Member or

any director, officer, agent, trustee or advisor of the Bidder and/or Member;

b) past, present, or future participation by any Bidder, Member or any director, officer,

agent, trustee or advisor of the Bidder and/or Member in any activity which may

constitute corruption, bribery or impropriety, during the Project procurement

process, or any other government procurement process;

c) an infringement by any Bidder ,Member or any director, officer, agent, trustee or

advisor of the Bidder and/or Member of any one or more of the provisions

prescribed in this RFP.

5.10.2 Any Bidder and/or their constituent Member(s) that engages or communicates with any of

the officials, agents or advisors to SA Express on any matter concerning this RFP at any

time during this process, without due authority, shall be disqualified from further

participation.



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5.10.3 Bidders are required to submit correct and true information. Failure to provide correct and

true information constitutes a ground of disqualification.



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6. Evaluation Structure and Criteria

6.1 EVALUATION STRUCTURE

6.1.1 SA Express has a phased adjudication process comprising of the following:

a) Bid Specification Committee & Procurement Officer- of bid responses whereby all

bid submission shall be checked for completeness and compliance to Mandatory

Compliance Requirements as outlined in this RFP.

b) Bid Evaluation Committee– of bid submissions functionality, price and B-BBEE

requirements as outlined in this RFP; and

c) Bid Adjudication Committee- the approval of a preferred and/or alternate bidder for

appointment by the CEO or the Board where applicable.

6.2 EVALUATION CRITERIA

The evaluation criteria are comprised of two principle categories, being the Mandatory

Compliance Requirements and Comparative Evaluation Criteria.

6.2.1 Mandatory Compliance Requirements

The detail of the Mandatory Compliance Requirements is set out in Part 1 of RFP Chapter

2. The section below sets out some of the salient features of the Mandatory Compliance

Requirements.

a) Clearance Certificate / Tax Payer Certificate

Each Bidder shall be required to submit an official valid tax clearance certificate

from the South African Revenue Service, and if any of them is an external (foreign)

entity not yet operating in South Africa, proof of "good standing" with the relevant

taxation authority in the country of origin shall be required. If the country does not

issue such proof then they should provide same from their auditors. If the tax

clearance certificate has expired within two weeks prior to the Proposal

Submission Date, then the Bidder, or Member must submit the expired original tax



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clearance certificate and a stamped proof of application for a new tax clearance

certificate.

b) B-BBEE Rating Verification Certificates (Local Companies)

Each Bidder shall be required to provide, as at the Proposal Submission Date, a

valid B-BBEE rating certificate issued by a verification agency accredited by the

South African Accreditation System (SANAS) or a registered auditor approved by

the Independent Regulatory Board of Auditors (IRBA). Where the Bidder is a joint

venture, a rating certificate for the joint venture is to be submitted.

c) Supplier Declaration of Interest (SBD-D Form)

Each Bidder and shareholder, or member thereof, as the case may be shall be

required to submit a formal declaration in respect of the absence of conflicts of

interest. Such declaration is to be made in the form provided as Part 3 to Chapter 3

of this RFP.

d) Financial Capacity

Bidders shall be required to demonstrate that they are an established entity and

have sufficient committed financial support from either or both their own financial

resources or from their financiers, to allow them to meet the requirements of the

RFP Procurement Process. The documentation which shall be required of Bidders

as evidence of financial capacity is set out in Chapter 2 of this RFP.

e) Company Registration Documents

Bidders are required to submit proof of company registration with the relevant

authority.



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e) Signatory Authority

Where the Bidder(s) is a single legal entity, the principal or person(s) duly

authorised to legally bind the legal entity concerned shall sign the original

Proposal. Each such person(s) shall be properly authorised to sign such

documentation by way of a formal resolution by the board of directors, or its

equivalent, of the organisation concerned. Copies of such an authorisation,

authorising the signatory to the Proposal, resolution, properly dated, must

accompany each Proposal in the format provided herein.

In addition, every signatory shall make a written declaration that all documentation

signed is factually correct and true.

f) Company Qualifications and Approvals

Bidders are required to submit proof of qualifications and/or approvals which

comply with the National Competent Aviation Authority. (Please refer to 5.1)

If after the Proposal Submission Date, SA Express determines that a Bidder has failed to

submit any of the documents required in this RFP, SA Express will afford the Bidder(s) an

opportunity to submit the missing documents within 7 working days from the day of

request, failure to do so, SA Express reserves the right to disqualify Bidders who do not

meet the Mandatory Compliance Requirements.

6.2.2 Comparative Evaluation Criteria

The detail of the Comparative Evaluation Criteria is set out in this RFP documents. The

section below sets out some of the salient features of the primary components of the

Comparative Evaluation Criteria.

a) Overall Plan and Approach – see Returnable 2 in RFP Chapter 2

i) This criterion contemplates the overall coherence and structure of the

Proposal, and the overall likelihood that it shall achieve the RFP objectives.



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ii) The Bidder plan for this RFP shall have to be clearly described, be

demonstrably robust and achievable, and include a commitment to

developing and maintaining a cooperative and responsive relationship with

SA Express and other key stakeholders. The precise information and

documentation to be provided by Bidders is set out Chapter 2 of this RFP.

iii) In evaluating the above, SA Express shall consider the following:

aa) the extent to which the offer is consistent with and aligned to SA

Express’s requirements and objectives for this Procurement

Process;

bb) the extent to which the Bidder’s proposal offers value for money and

a turn-key solution for SA Express;

cc) the credibility, consistency, deliverability and cohesiveness of the

Bidder’s Standard Proposal with regard to the information supplied

under each section of Chapter 2 of this RFP.



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RFP CHAPTER 2 PROPOSAL RETURNABLES



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INTRODUCTION

1.1 PROPOSAL RETURNABLE DOCUMENTS

1.1.1 The purpose of this RFP Chapter 2 is to provide the detailed compliance requirements

that must be fulfilled by each Bidder for its Proposal.

1.1.2 Each Returnable is designed to meet the needs of a specific evaluation criterion,

although in some cases a Returnable may contain material relevant to more than one

evaluation criterion.

1.1.3 Each Bidder is required to provide all of the information requested in these Returnables

in accordance with the requirements set out in Chapter 1 of this RFP. Each Bidder

should include any information in relation to each section of the Proposal Returnables

that it considers relevant to its Proposal.

1.1.4 The Bidder must provide the information required by the Proposal Returnables clearly,

succinctly and in a manner that demonstrates an understanding of SA Express’

expectations, having regard to the objectives of this RFP and how these expectations

shall be met. Consistency in terminology is requested and ambiguous language should

be avoided.

1.1.5 Each Bidder should note that although the Proposal Returnables have been structured

to reflect the Evaluation Criteria, SA Express shall apply these Evaluation Criteria

generally across the Bidder’s Proposal.

1.1.6 Each Bidder must in its Proposal provide information that adequately responds to

requirements and in doing so acknowledges and accepts that its Proposal constitutes an

offer capable of acceptance by SA Express.

1.1.7 Documents comprising each Section must be clearly marked and should comprise a

unifying coding system that identifies the total number of documents for that Section (for



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example 1 of 2, 2 of 2). Cross-referencing between Sections is permitted, however any

and all accuracy and adequacy of cross-referencing shall be at the risk of the Bidder.

1.1.8 A Proposal should be provided in A4 portrait format (unless otherwise specified).

1.1.9 Whilst every effort has been made to consolidate all Returnables in Chapter 2 of this

RFP, if any other Chapter of the RFP requires information or documentation to be

provided by Bidders which is not repeated or requested for in Chapter 2 of this RFP,

such information or documentation is to be provided by Bidders under a separate

Section titled 'Other Information Requested', indicating in respect of each item of

information or document provided, the RFP Chapter and section of the RFP Chapter

which requests the information or documentation furnished.



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1. MANDATORY COMPLIANCE RETURNABLES

1.1 GENERAL

1.1.1 Proposals submitted must comply and address the Mandatory Compliance Requirements

in order to qualify for participation in the comparative evaluation criteria process.

1.2 MANDATORY COMPLIANCE REQUIREMENTS

1.2.1 Proposal Cover Letter

Each Bidder must submit a covering letter to its Proposal in the form and substance

provided in Part 1 (Cover Letter Format) of Annexure C (Proposal Forms) to RFP

Chapter 1. For the avoidance of doubt only one cover letter is required to be submitted

by a Bidder irrespective of whether or not a Bidder submits a Variant Proposal and/or

Alternative Proposal.

1.2.2 Bidders Details and Information on Bidder(s)

Proposals must contain the following minimum information in respect of the Bidder(s),

and if the Bidder(s) is incorporated, then in respect of the Bidder and each shareholder

(or equivalent) thereof, and if the Bidder is not incorporated, then in respect of each

Sponsor and Relevant Entity thereof ("Member"), namely:

a) form of enterprise (e.g. company, trust, partnership, individual, etc.); and

b) proof of registration, including but not limited to, country of incorporation, nature

of legal formation and corporate documentation.

1.2.3 Tax Clearance Certificate

Each Bidder, and if not incorporated, then each Sponsor and Relevant Entity is required

to provide, as at the Proposal Submission Date, a valid tax clearance certificate from the



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South African Revenue Service. If not yet operating in South Africa, proof of "good

standing" with the relevant taxation authority in the country of origin is required.

The Preferred Bidder shall be required prior to Commercial Close, to provide a valid tax

clearance certificate from the South African Revenue Service.

1.2.4 B-BBEE Rating Verification Certificates

Each Bidder is required to provide a B-BBEE rating certificate for the Bidder. Only B-

BBEE rating certificates issued by a verification agency accredited by the South African

Accreditation System (SANAS) or a registered auditor approved by the Independent

Regulatory Board of Auditors (IRBA) (only valid until 30 September 2016) .

Where the Bidder is a consortium, either –

a) the B-BBEE rating certificate of the incorporated entity through which the Bidder

joint venture or consortium is submitting its Proposal, is required to be provided;

or

b) the B-BBEE rating certificates of each and every member of the Bidder

consortium or joint venture, including each Sponsor, Relevant Entity and any

other member thereof, if any is required to be provided.

1.2.5 Supplier Declaration of Interest

Each Bidder and shareholder, or Member thereof, as the case may be is required to

submit a formal declaration in respect of the absence of conflicts of interest which is

provide herein in the form of a Supplier’s Declaration of Interest (SBD 5 Form).



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1.2.6 Financial Capacity

Bidders are required to demonstrate that they are an established business and have

sufficient committed financial support from either or both their own financial resources.

Bidders should provide at least the following:

a) details of each entity’s current ownership structure, company profile and

historical trading position, in accordance with the requirement for a special

purpose vehicle company to be established;

b) certificate of good standing from the Bidder’s bankers;

c) confirmation letter of good corporate citizenship and ethical conduct (i.e. that the

Bidder has not been involved in money laundering and terrorist activities); and

d) copies of the latest audited financial statements for the three most recent

financial years, supporting documentation and any material changes in financial

position since the date of the last audited financial statements.



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2. COMPARATIVE EVALUATION CRITERIA RETURNABLES

2.1 GENERAL

2.1.1. Bidders have to demonstrate a commitment to develop and maintain a cooperative,

responsive and mutually beneficial relationship with SA Express and other key

stakeholders.

2.1.2. The purpose of this Returnable 2 is to provide Bidders with a comprehensive outline of

all the information, data and/or documents to be contained in their Bid submission.

2.2 SUITABILITY

2.2.1. Bidders are to submit a fully comprehensive profile which outlines, but not limited to, the

following:

a) Individual company/joint venture/consortium shareholders certificate(s)

b) Credentials of the company including all current licenses

c) Structure of the company

d) Bidder Operating Organisation – Provide an overview of the operating structure

and geographical locations of the company at the national, regional, and local

levels.

e) Company Contact(s) – Provide the name, title, street address, city, state,

telephone and fax numbers and e-mail of the primary company’s contact person,

and for any sub-Contractors.



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2.3 PRICING

2.3.1. Bidders are requested to submit their pricing proposal based on the table provided in

Chapter 4 of this RFP (scope of services) in order to execute consistent and comparable

responses.



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3. RFP FORMS: RETURNABLES

3.1 BIDDER INFORMATION FORM

BIDDER INFORMATION

Name of Bidder

Type of Entity (e.g. Limited Liability Company / Joint Venture / Consortium / Other)

Company Registration No

Date and country of registration

Registered address of the Entity

Website address

HEAD OFFICE

Street address

Postal address

Telephone No

Facsimile No

E-mail

CONTACT PERSONS

Name (s)

Telephone (s)

Facsimile No (s)

E-mail



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BIDDER CONTACT PERSON (For Administration Purposes)

Name (s)

Street address

Postal address

Telephone No

Facsimile No

E-mail

BIDDER LEAD CONTACT PERSON

Name (s)

Employer

Designation/Position held

Street address

Postal address

Telephone No

Facsimile No

E-mail

- lead person: individual responsible for the submission of a Bid (Proposal) by the Bidder



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NAME OF SHAREHOLDER

SHAREHOLDING

- To be completed if the Bidder is an incorporated company, listed on any securities

exchange, it is required to identify its majority shareholder or largest shareholder, as at

Response Closing Date.



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3.2. BID COVER LETTER

[INSERT APPROPRIATE LETTERHEAD]

--------------------------------------- [Insert name and address of person / company / entity giving the undertakings]

SA EXPRESS INSURANCE BROKING AND RISK ADVISORY SERVICES BID

1. We, the [insert name of Bidder], led by [insert name of lead member] are pleased to

submit the Proposal enclosed with this letter, as our Proposal in response Proposal to

the Request for Proposals ("RFP") issued by SA Express Airways SOC Ltd ("SA

Express") during……………………………………………..[insert date]

2. As appears more fully in the enclosed Proposal,

the…………………………………………….. [insert name of Bidder(s)] is comprised of the

following entities –

2.1 …………………………………………….. [insert names of members of the

Bidder(s)]

3. The following documents are submitted separately:

3.1 Confidentiality Undertaking; and

3.2 Standard Proposal.

4. Having examined the content of the Proposal, I/We, the undersigned confirm and

warrant that the all statements made and information supplied in the Proposal are both

true and correct.



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5. I/We acknowledge that this letter and all parts of our Proposal and other documents that

constitute my/our Proposal, are binding in respect of all of the representations and/or

undertakings made as part of the Proposal, and I/we hereby confirm that we have

authority to bind our members.

6. I/We acknowledge and accept your authority to carry out, directly or through your

advisors, any investigation you may deem necessary to verify the truthfulness of the

statements and documents submitted and to obtain clarification of my/our legal and/or

technical and/or financial ability to provide the services contemplated in the scope of the

RFP, and our ability to duly comply with the requirements of the RFP documentation,

which we are responding to. To this end, we authorise, by our signature hereto, to obtain

information from any person, or institution pertaining to our consortium and/or our

Proposal, including that which relates to the members of the …………………………..

[insert name of Bidder(s)], to the extent relevant and require for the conduct of due

diligence and/or evaluation of our Proposal, from whomsoever may be in possession of

thereof.

7. I/We agree that the terms contained in the RFP shall be binding upon us and the

members of our organisation/consortium/joint venture.

8. We further agree and/or undertake and/or represent that by signing of this letter that -

8.1 each member the ……………………………………………..[insert name of Bidder(s)] is

fully acquainted with all the legal provisions prevailing in South Africa in respect of the

realisation of the ……………………………………………..[insert title of Bid] and that it

shall comply therewith;

8.2 our Proposal has been submitted independently, without consultation, communication, or

agreement for restricting competition, with any other Bidder or to any other

competitor/potential competitor;



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8.3 unless otherwise required by law, in which case we would notify SA Express in writing,

our Proposal has not been knowingly disclosed and shall not, knowingly be disclosed

prior to opening, directly or indirectly to any other Bidder(s), member of another

Bidder(s) or to any competitor/ potential competitor;

8.4 no attempt has been made or shall be made by us or any member of the

…………………………………………….. [insert name of Bidder (s)] to induce any other

person or firm not to submit a Proposal for the purpose of restricting competition;

8.5 save as discussed in writing to SA Express, the Proposal in response to the RFP is true;

8.6 save for any disclosures in writing to SA Express, each member has –

8.6.1 not passed a resolution nor is the subject of an order by the court for its winding-

up;

8.6.2 not been convicted of a criminal offence relating to the conduct of its business or

profession;

8.6.3 not committed an act of grave misconduct in the course of its business or

profession;

8.6.4 fulfilled obligations relating to the payment of taxes under the laws of the

Republic of South Africa or the relevant tax authority; and

8.6.5 not made any misrepresentation in providing any of the information required in

relation to the proposed RFP.

9. I/We understand and accept that our Proposal shall constitute a binding and irrevocable

offer by the…………………………………………….. [insert name of Bidder(s)] to SA

Express to the RFP until acceptance or rejection thereof by SA Express within one

hundred and twenty (120) days of the date of submission hereof.



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10. I/We understand that SA Express is not bound to accept any Proposal, which it may

receive and that SA Express shall not defray any expenses incurred by me/us in the

preparation of our Proposal.

11. I/We acknowledge that this letter and all parts of the Performance Bond, Standard

Proposal and Variant Proposal and/or Alternative Proposal (if applicable) and other

documentation, which constitute our Proposal duly bind all our members as well.

12. I/We choose domicilium citandi and executandi at

……………………………………………

……………………………………………

……………………………………………

……………………………………………

Yours faithfully

……………………………………

[SIGNATURE]

NAME: …………………………………………………………

[BLOCK CAPITALS]

TITLE: …………………………………………………

DATED THIS ………………………… DAY OF …………………………………20…

ON BEHALF OF………………………………………………………………………



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[BLOCK CAPITALS]

ADDRESS

…………………………………………………………………………………………………………

……………………………………………………………………………………………………………

WITNESSES:

1. ………………………………………………………

2. ………………………………………………………



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3.3 SIGNATORY’S AUTHORITY

COMPANY LETTER

By the resolution of the Board of Directors at a meeting held at ……………………………….. on

…………………………………. 20… whose signature appears below, has been duly authorised

to sign and thereby bind ……………………………….. [insert name of the Bidder(s)] and its

members in relation to all documents in connection with the proposed RFP Bid Process. A copy

of the resolution authorising the signatory to sign the relevant documents is attached herewith.

SIGNED FOR AND ON BEHALF OF COMPANY:

…………………………………………………………………

IN HIS CAPACITY AS:

…………………………………………………………………

DATE:

…………………………………………………………………

SPECIMEN SIGNATURE OF SIGNATORY:

…………………………………………………………………

WITNESSES:

1. ………………………………………………………

2. ………………………………………………………



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3.4 DECLARATION OF INTEREST (SBD-5 FORM)

1. Any legal person, including persons employed by the state¹, or persons having a

kinship with persons employed by the state, including a blood relationship, may make

an offer or offers in terms of this invitation to bid (includes a price quotation, advertised

competitive bid, limited bid or proposal). In view of possible allegations of favouritism,

should the resulting bid, or part thereof, be awarded to persons employed by the state,

or to persons connected with or related to them, it is required that the bidder or his/her

authorised representative declare his/her position in relation to the

evaluating/adjudicating authority where-

- the bidder is employed by the state; and/or

- the legal person on whose behalf the bidding document is signed, has a

relationship with persons/a person who are/is involved in the evaluation and or

adjudication of the bid(s), or where it is known that such a relationship exists

between the person or persons for or on whose behalf the declarant acts and

persons who are involved with the evaluation and or adjudication of the bid.

2. In order to give effect to the above, the following questionnaire must be

completed and submitted with the bid.

2.1 Full Name of bidder or his or her representative: ……..…………………………………….

2.2 Identity Number: …………………………………...……………………………………………

2.3 Position occupied in the Company: …………….………………………………………….. (director, trustee, shareholder²)

2.4 Company Registration Number: ………………………………………………………..…….



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2.5 Tax Reference Number: ……………..…….………………………………………….………

2.6 VAT Registration Number: …………………………………………………………………....

2.6.1 The names of all directors / trustees / shareholders / members, their individual identity

numbers, tax reference numbers and, if applicable, employee / persal numbers must

be indicated in paragraph 3 below.

¹“State” means – (a) any national or provincial department, national or provincial public entity or constitutional

institution within the meaning of the Public Finance Management Act, 1999 (Act No. 1 of 1999);

(b) any municipality or municipal entity; (c) provincial legislature; (d) national Assembly or the national Council of provinces; or (e) Parliament. ²”Shareholder” means a person who owns shares in the company and is actively involved in the

management of the enterprise or business and exercises control over the enterprise.

2.7 Are you or any person connected with the bidder YES / NO

presently employed by the state?

2.7.1 If so, furnish the following particulars:

Name of person / director / trustee / shareholder/ member: ...………………………………

Name of state institution at which you/the person connected to the bidder is employed:

……………………………………………………………………………………………………

Position occupied in the state institution: ………………………………………………..…



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Any other particulars:

……………………………………………………………………………………………………..

………………………………………………………………………………………………………

………………………………………………………………………………………………………

2.7.2 If you are presently employed by the state, did you obtain YES / NO

the appropriate authority to undertake remunerative

work outside employment in the public sector?

2.7.2.1 If yes, did you attached proof of such authority to the bid YES / NO

document?

(Note: Failure to submit proof of such authority, where applicable, may result in the

disqualification of the bid.

2.7.2.2 If no, furnish reasons for non-submission of such proof:

………………………………………………………………………………………………………

………………………………………………………………………………………………………

………………………………………………………………………………………………………

2.8 Did you or your spouse, or any of the company’s directors /

YES / NO

trustees / shareholders / members or their spouses conduct

business with the state in the previous twelve months?

2.8.1 If so, furnish particulars:



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………………………………………………………………………………………………………

………………………………………………………………….. ………………………………….

…………………………………………………………………...................................................

2.9 Do you, or any person connected with the bidder, have YES / NO

any relationship (family, friend, other) with a person

employed by the state and who may be involved with

the evaluation and or adjudication of this bid?

2.9.1 If so, furnish particulars.

……………………………………………………………..........................................................

.......…………………………………………………………..……………………………………

………………………………………………………………………………………………………

2.10 Are you, or any person connected with the bidder, YES/NO

aware of any relationship (family, friend, other) between

any other bidder and any person employed by the state

who may be involved with the evaluation and or adjudication

of this bid?

2.10.1 If so, furnish particulars.

………………………………………………………………………………………………………

………………………………………………………………………………………………………

2.11 Do you or any of the directors / trustees / shareholders / members YES/NO

of the company have any interest in any other related companies

whether or not they are bidding for this contract?




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………………………………………………………………………………………………………

……….……………………………………………………………………………………………

FULL DETAILS OF DIRECTORS / TRUSTEES / MEMBERS / SHAREHOLDERS.

Full Name Identity Number

Personal Tax Reference Number

State Employee Number / Persal Number

DECLARATION

I, THE UNDERSIGNED (NAME)……………………………………………………… CERTIFY THAT THE INFORMATION FURNISHED IN PARAGRAPHS 2 and 3 ABOVE IS CORRECT.

I ACCEPT THAT THE STATE MAY REJECT THE BID OR ACT AGAINST ME IN TERMS OF

PARAGRAPH 23 OF THE GENERAL CONDITIONS OF CONTRACT SHOULD THIS

DECLARATION PROVE TO BE FALSE.

………………………………….. ..……………………………………………



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Signature Date

…………………………………. ……………………………………………… Position Name of bidder

3.5 AUTHORISATION DECLARATION (TCBD-1 FORM)

NAME OF THE BIDDER:________________________________________________________

RFP No_____-__________: DESCRIPTION _______________________________________

CLOSING DATE: _____/______/________

Are you sourcing the goods or services from a third party?

* If you have answered YES to the above question, please provide full details in the table

below of the third party(ies) from whom you are sourcing the goods or services.

1. Declaration by the bidder where the bidder is sourcing goods or services from a third

party.

The bidder hereby declares the following:-

1.1 The bidder is sourcing the goods or services listed in the TCBD 1.1 attached, from a

third party in order to comply with the terms and conditions of the bid.

1.2 The bidder has informed the third party of the terms and conditions of the bid and the

third party is acquainted with the said terms and the description of the goods or services

listed in the TCBD 1.1.

1.3 The bidder has received the attached, unconditional written undertaking from the third

party to supply the goods or services listed in the TCBD1.1 in accordance with the terms

and conditions of the bid document for the duration of the contract. A template has been

attached (TCBD1.2) that is to be used for the purpose of the third party undertaking.

YES NO



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1.4 The bidder confirms that all financial and supply arrangements for goods or services

have been mutually agreed upon between the bidder and the third party.

2. The bidder declares that the information contained herein is true and correct.

3. The bidder acknowledges that the State reserves the right to verify the information

contained therein and if found to be false or incorrect may invoke any remedies

available to it in the bid documents.

SIGNATURE BY THE BIDDER

Signed at ____________________________ on the _______ day of __________ 20_______

Signature____________________________ Full name_______________________________

Designation__________________________________________________________________

CONFIDENTIAL APPOINTMENT OF A PANEL OF ATTORNEYS ON AN AS AND WHEN REQUIRED

BASIS FOR A PERIOD OF 36 MONTHS Request for Proposals

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List of goods or services offered

Bid Item No

Brand Name Name of the company from

where the goods or services

will be sourced

Address and contact details of the

company from where the goods or

services will be sourced

(Should the table provided not be sufficient for all the items offered, please provide additional information as an attachment and it must be properly referenced to this document)

Note:

The authorisation letter must be on the official letterhead of the third party



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A separate letter must be included for each third party

The authorisation letter must be addressed to the Bidding Company

Name of Bidding Company

Address of Bidding Company

Attention:

Dear Sir/Madam

AUTHORISATION LETTER: RFP No.:___________________

We, _________________________________________________ (Name of Third Party) hereby

authorise you, ________________________________________________ (Name of Company)

to include the products listed below in your bid submission for the abovementioned contract.

We confirm that we have firm supply arrangements in place, and have familiarised ourselves with

the item descriptions, specifications and bid conditions relating to item/s listed below.

Item no. Description of product Brand name

(Should the table provided not be sufficient for all the items offered, please provide additional information as an attachment and it must be properly referenced to this document) Yours faithfully, _________________________________ Signature of Third Party

Date: ___________________________



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3.6 PREFERENCE POINTS CLAIM FORM IN TERMS OF THE PREFERENTIAL PROCUREMENT REGULATIONS 2011 (SBD-6.1 FORM)

This preference form must form part of all bids invited. It contains general information and

serves as a claim form for preference points for Broad-Based Black Economic Empowerment (B-

BBEE) Status Level of Contribution

NB: BEFORE COMPLETING THIS FORM, BIDDERS MUST STUDY THE GENERAL

CONDITIONS, DEFINITIONS AND DIRECTIVES APPLICABLE IN RESPECT OF B-

BBEE, AS PRESCRIBED IN THE PREFERENTIAL PROCUREMENT

REGULATIONS, 2011.

1. GENERAL CONDITIONS

1.1 The following preference point systems are applicable to all bids:

- 80/20 preference point system will be applied for acquisition of goods or services

for Rand value equal to or above R30 000 and up to R50 million.

- 90/10 preference point system will be applied for acquisition of goods or services

with Rand value above R50 million.

1.2 The value of this bid is estimated to exceed R1 000 000 (all applicable taxes included)

and therefore the 80/20 system shall be applicable.

1.3 Preference points for this bid shall be awarded for:

(a) Price; and

(b) B-BBEE Status Level of Contribution

1.3.1 The maximum points for this bid are allocated as follows:



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POINTS

1.3.1.1 PRICE 80

1.3.1.2 B-BBEE STATUS LEVEL OF CONTRIBUTION 20

Total points for Price and B-BBEE must not exceed 100

1.4 Failure on the part of a bidder to fill in and/or to sign this form and submit a B-BBEE

Verification Certificate from a Verification Agency accredited by the South African

Accreditation System (SANAS) or a Registered Auditor approved by the Independent

Regulatory Board of Auditors (IRBA) or an Accounting Officer as contemplated in the

Close Corporation Act (CCA) together with the bid, will be interpreted to mean that

preference points for B-BBEE status level of contribution are not claimed.

1.5. The purchaser reserves the right to require of a bidder, either before a bid is

adjudicated or at any time subsequently, to substantiate any claim in regard to

preferences, in any manner required by the purchaser.

2. DEFINITIONS

2.1 “all applicable taxes” includes value-added tax, pay as you earn, income tax,

unemployment insurance fund contributions and skills development levies;

2.2 “B-BBEE” means broad-based black economic empowerment as defined in section 1

of the Broad-Based Black Economic Empowerment Act;

2.3 “B-BBEE status level of contributor” means the B-BBEE status received by a

measured entity based on its overall performance using the relevant scorecard contained



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in the Codes of Good Practice on Black Economic Empowerment, issued in terms of

section 9(1) of the Broad-Based Black Economic Empowerment Act;

2.4 “bid” means a written offer in a prescribed or stipulated form in response to an invitation

by an organ of state for the provision of services, works or goods, through price

quotations, advertised competitive bidding processes or proposals;

2.5 “Broad-Based Black Economic Empowerment Act” means the Broad-Based Black

Economic Empowerment Act, 2003 (Act No. 53 of 2003);

2.6 “comparative price” means the price after the factors of a non-firm price and all

unconditional discounts that can be utilized have been taken into consideration;

2.7 “consortium or joint venture” means an association of persons for the purpose of

combining their expertise, property, capital, efforts, skill and knowledge in an activity for

the execution of a contract;

2.8 “contract” means the agreement that results from the acceptance of a bid by an organ

of state;

2.9 “EME” means any enterprise with annual total revenue of R5 million or less;

2.10 “Firm price” means the price that is only subject to adjustments in accordance with the

actual increase or decrease resulting from the change, imposition, or abolition of customs

or excise duty and any other duty, levy, or tax, which, in terms of the law or regulation, is

binding on the contractor and demonstrably has an influence on the price of any supplies,

or the rendering costs of any service, for the execution of the contract;

2.11 “functionality” means the measurement according to predetermined norms, as set out

in the bid documents, of a service or commodity that is designed to be practical and

useful, working or operating, taking into account, among other factors, the quality,

reliability, viability and durability of a service and the technical capacity and ability of a

bidder;



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2.12 “non-firm prices” means all prices other than “firm” prices;

2.13 “person” includes a juristic person;

2.14 “rand value” means the total estimated value of a contract in South African currency,

calculated at the time of bid invitations, and includes all applicable taxes and excise

duties;

2.15 “sub-contract” means the primary contractor’s assigning, leasing, making out work to, or

employing, another person to support such primary contractor in the execution of part of a

project in terms of the contract;

2.16 “total revenue” bears the same meaning assigned to this expression in the Codes of

Good Practice on Black Economic Empowerment, issued in terms of section 9(1) of the

Broad-Based Black Economic Empowerment Act and promulgated in the Government

Gazette on 9 February 2007;

2.17 “trust” means the arrangement through which the property of one person is made over

or bequeathed to a trustee to administer such property for the benefit of another person;

and

2.18 “trustee” means any person, including the founder of a trust, to whom property is

bequeathed in order for such property to be administered for the benefit of another

person.

3. ADJUDICATION USING A POINT SYSTEM

3.1 The bidder obtaining the highest number of total points will be awarded the contract.

3.2 Preference points shall be calculated after prices have been brought to a comparative

basis taking into account all factors of non-firm prices and all unconditional discounts;.



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3.3 Points scored must be rounded off to the nearest 2 decimal places.

3.4 In the event that two or more bids have scored equal total points, the successful bid must

be the one scoring the highest number of preference points for B-BBEE.

3.5 However, when functionality is part of the evaluation process and two or more bids have

scored equal points including equal preference points for B-BBEE, the successful bid

must be the one scoring the highest score for functionality.

3.6 Should two or more bids be equal in all respects, the award shall be decided by the

drawing of lots.

4. POINTS AWARDED FOR PRICE

4.1 THE 80/20 OR 90/10 PREFERENCE POINT SYSTEMS

A maximum of 80 or 90 points is allocated for price on the following basis:

80/20 or 90/10

min

min180

P

PPtPs or

min

min190

P

PPtPs

Where Ps = Points scored for comparative price of bid under consideration Pt = Comparative price of bid under consideration Pmin = Comparative price of lowest acceptable bid

5. Points awarded for B-BBEE Status Level of Contribution



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5.1 In terms of Regulation 5 (2) and 6 (2) of the Preferential Procurement Regulations,

preference points must be awarded to a bidder for attaining the B-BBEE status level of

contribution in accordance with the table below:

B-BBEE Status

Level of Contributor

Number of points

(90/10 system)

Number of points

(80/20 system)

1 10 20

2 9 18

3 6 14

4 5 12

5 4 8

6 3 6

7 2 4

8 1 2

Non-compliant contributor 0 0

5.2 Bidders who qualify as EMEs in terms of the B-BBEE Act must submit a certificate issued

by an Accounting Officer as contemplated in the CCA or a Verification Agency accredited

by SANAS or a Registered Auditor. Registered auditors do not need to meet the

prerequisite for IRBA’s approval for the purpose of conducting verification and issuing

EMEs with B-BBEE Status Level Certificates.

5.2 Bidders other than EMEs must submit their original and valid B-BBEE status level

verification certificate or a certified copy thereof, substantiating their B-BBEE rating

issued by a Registered Auditor approved by IRBA or a Verification Agency accredited by

SANAS.

5.4 A trust, consortium or joint venture, will qualify for points for their B-BBEE status level as

a legal entity, provided that the entity submits their B-BBEE status level certificate.



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5.5 A trust, consortium or joint venture will qualify for points for their B-BBEE status level as

an unincorporated entity, provided that the entity submits their consolidated B-BBEE

scorecard as if they were a group structure and that such a consolidated B-BBEE

scorecard is prepared for every separate bid.

5.6 Tertiary institutions and public entities will be required to submit their B-BBEE status level

certificates in terms of the specialized scorecard contained in the B-BBEE Codes of Good

Practice.

5.7 A person will not be awarded points for B-BBEE status level if it is indicated in the bid

documents that such a bidder intends sub-contracting more than 25% of the value of the

contract to any other enterprise that does not qualify for at least the points that such a

bidder qualifies for, unless the intended sub-contractor is an EME that has the capability

and ability to execute the sub-contract.

5.8 A person awarded a contract may not sub-contract more than 25% of the value of the

contract to any other enterprise that does not have an equal or higher B-BBEE status

level than the person concerned, unless the contract is sub-contracted to an EME that

has the capability and ability to execute the sub-contract.

6. BID DECLARATION

6.1 Bidders who claim points in respect of B-BBEE Status Level of Contribution must

complete the following:

7. B-BBEE STATUS LEVEL OF CONTRIBUTION CLAIMED IN TERMS OF

PARAGRAPHS 1.3.1.2 AND 5.1

7.1 B-BBEE Status Level of Contribution: ……… = ……… (maximum of 10 or 20 points)

(Points claimed in respect of paragraph 7.1 must be in accordance with the table reflected

in paragraph 5.1 and must be substantiated by means of a B-BBEE certificate issued by

a Verification Agency accredited by SANAS or a Registered Auditor approved by IRBA or

an Accounting Officer as contemplated in the CCA).



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8 SUB-CONTRACTING

8.1 Will any portion of the contract be sub-contracted? YES / NO

(delete which is not applicable)

8.1.1 If yes, indicate:

(i) what percentage of the contract will be subcontracted? ............……………….…%

(ii) description of activities or services to be performed or delivered by the subcontractor

(iii) the name of the sub-contractor?…………………………………………………………..

(iv) the B-BBEE status level of the sub-contractor? ……………..

(v) whether the sub-contractor is an EME? YES / NO

(delete which is not applicable)

9 DECLARATION WITH REGARD TO COMPANY/FIRM

9.1 Name of company/firm ..................................................................................

:

9.2 VAT registration number :..................................................................................

9.3 Company registration number

……………………………………………………………………. :

9.4 TYPE OF COMPANY/ FIRM

Partnership/Joint Venture / Consortium

One person business/sole propriety

Close corporation

Company

(Pty) Limited

[TICK APPLICABLE BOX]



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9.5 DESCRIBE PRINCIPAL BUSINESS ACTIVITIES

………….. ...............................................................................................................................

……………… ..........................................................................................................................

…………….. ............................................................................................................................

9.6 COMPANY CLASSIFICATION

Manufacturer

Supplier

Professional service provider

Other service providers, e.g. transporter, etc.

[TICK APPLICABLE BOX]

9.7 Total number of years the company/firm has been in business?

……………………………………

9.8 I/we, the undersigned, who is / are duly authorised to do so on behalf of the

company/firm, certify that the points claimed, based on the B-BBE status level of

contribution indicated in paragraph 7 of the foregoing certificate, qualifies the

company/ firm for the preference(s) shown and I / we acknowledge that:

(i) The information furnished is true and correct;

(ii) The preference points claimed are in accordance with the General

Conditions as indicated in paragraph 1 of this form.

(iii) In the event of a contract being awarded as a result of points claimed as

shown in paragraph 7, the contractor may be required to furnish

documentary proof to the satisfaction of the purchaser that the claims

are correct;



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(iv) If the B-BBEE status level of contribution has been claimed or obtained

on a fraudulent basis or any of the conditions of contract have not been

fulfilled, the purchaser may, in addition to any other remedy it may have

(a) disqualify the person from the bidding process;

(b) recover costs, losses or damages it has incurred or suffered as a

result of that person’s conduct;

(c) cancel the contract and claim any damages which it has suffered

as a result of having to make less favourable arrangements due

to such cancellation;

(d) restrict the bidder or contractor, its shareholders and directors,

or only the shareholders and directors who acted on a fraudulent

basis, from obtaining business from any organ of state for a

period not exceeding 10 years, after the audi alteram partem

(hear the other side) rule has been applied; and

(e) forward the matter for criminal prosecution

WITNESSES: SIGNATURE(S) OF BIDDER(S):

1. ………………………………………

……………………………………

2. ………………………………………



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DATE:………………………………..

ADDRESS:…………………………..

….………………………………

3.7 DECLARATION OF BIDDER’S PAST SUPPLY CHAIN MANAGEMENT PRACTICES (SBD-8 FORM)

1. This Standard Bidding Document must form part of all bids invited.

2. It serves as a declaration to be used by institutions in ensuring that when goods and

services are being procured, all reasonable steps are taken to combat the abuse of the

supply chain management system.

3. The bid of any bidder may be disregarded if that bidder, or any of its directors have:

a) abused the institution’s supply chain management system;

b) committed fraud or any other improper conduct in relation to such system; or

c) failed to perform on any previous contract.

4. In order to give effect to the above, the following questionnaire must be completed

and submitted with the bid.

Item Question Yes No

4.1 Is the bidder or any of its directors listed on the National Treasury’s

database as companies or persons prohibited from doing business with

the public sector?

(Companies or persons who are listed on this database were

informed in writing of this restriction by the National Treasury after

the audi alteram partem rule was applied).

Yes

No




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4.2 Is the bidder or any of its directors listed on the Register for Tender

Defaulters in terms of section 29 of the Prevention and Combating of

Corrupt Activities Act (No 12 of 2004)?

To access this Register enter the National Treasury’s website,

www.treasury.gov.za, click on the icon “Register for Tender

Defaulters” or submit your written request for a hard copy of the

Register to facsimile number (012) 3265445.

Yes No

4.3 Was the bidder or any of its directors convicted by a court of law (including a court outside of the Republic of South Africa) for fraud or corruption during the past five years?

Yes No


4.4 Was any contract between the bidder and any organ of state terminated during the past five years on account of failure to perform on or comply with the contract?

Yes No


http://www.treasury.gov.za/



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CERTIFICATION

I, THE UNDERSIGNED (FULL NAME)……………………………………………………….

CERTIFY THAT THE INFORMATION FURNISHED ON THIS DECLARATION FORM IS TRUE

AND CORRECT.

I ACCEPT THAT, IN ADDITION TO CANCELLATION OF A CONTRACT, ACTION MAY BE

TAKEN AGAINST ME SHOULD THIS DECLARATION PROVE TO BE FALSE.

………………………………………... …………………………………

Signature Date

………………………………………. ………………………………

Position Name of Bidder



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RFP CHAPTER 3 TRANSACTION AGREEMENTS



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1. BIDDER CONFIDENTIALITY UNDERTAKING

[Insert name and address of person / company /entity giving the undertakings]

Dear Sirs

APPOINTMENT OF A PANEL OF ATTORNEYS ON AN AS AND WHEN REQUIRED BASIS

FOR A PERIOD OF 36 MONTHS RFP SAX/17/11/0308

1. Introduction

1.1 SA Express Airways SOC Limited ("SA Express"), in pursuance of its procurement

process on the in respect of its Request for Proposals ("RFP") issued during

…………………………………………….. [insert date], to which the form of this

confidentiality undertaking letter (the "Letter") is attached as Part 1 of Chapter 3 of this

RFP (Bidder Confidentiality Undertaking).

1.2 We recognize and acknowledge that –

1.2.1 all Bidders (including our members, sponsors, consultants and advisers, if any)

are required to particularly treat all information as “STRICTLY CONFIDENTIAL”

("Confidential Information");

1.2.2 the Confidential Information is being made available to us solely for the purpose of

and to the extent required by us as a Bidder to provide the most suitable solution,

formulate and submit a Proposal, to clarify any aspect of our Proposal at the

request of SA Express, and if appointed as Preferred Bidder, to negotiate the

conclusion of a Purchase Agreement(s);

1.2.3 the Confidential Information shall not be disclosed to us for any purpose other

than that recorded in paragraph 1.2.2 above that such information would not have

been made available to us but for the undertakings as to confidentiality contained

in this Letter.

1.3 Terms defined in RFP Chapter 1 are accorded the same meanings in this Letter.



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2. The Undertakings

2.1 Subject to the paragraph below, we shall:

2.1.1 treat all Confidential Information as secret and confidential;

2.1.2 only disclose the Confidential Information to our directors, officers, employees,

agents and/or professional advisers, who strictly need to receive and consider the

Confidential Information for the purposes of this RFP, and who have, prior to

receiving such information, agreed with us in writing to be bound by the terms of

this Letter as if they were a party to it;

2.1.3 not disclose the Confidential Information to anyone, other than the persons

referred to in paragraph 2.1.2 above; and

2.1.4 not use the Confidential Information for any purpose other than that recorded in

paragraph 1.2.2 above.

2.2 We undertake that our directors, officers, employees, agents and/or professional advisors

(referred to in paragraph 2.1.2 above) are legally bound by the confidentiality undertaking

of similar nature to the one contained herein, which restrict them from disclosing any

Confidential Information contrary to the undertakings and covenants made by us, in this

Letter and that they are aware of -

2.2.1 the confidential nature of the Confidential information that shall be made available

to them from time to time as part of the procurement process; and

2.2.2 our obligations of confidentiality contained in this Letter.

2.3 We shall promptly notify SA Express if we become aware of any breach of confidence by

any person, firm or corporation to whom we have divulged all or any part of the

Confidential Information or who becomes aware of it in an unauthorised way, and shall

give SA Express reasonable assistance in connection with any proceedings which SA

Express may institute against such person, firm or corporation for breach of confidence or

otherwise.



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3. Exceptions

3.1 We shall be under no obligation to keep confidential any Confidential Information that we

demonstrate -

3.1.1 was known to us at the time of its disclosure to us by SA Express and was not

acquired in any way directly or indirectly from SA Express or any of our, directors,

officers, agents, employees or professional advisers and provided that such

information is not known to be subject to any other duty of confidentiality owed to

SA Express or any other person; or

3.1.2 is in, or has, after disclosure to or acquisition by us, entered the public domain

other than by reason of a breach of the undertakings given pursuant to this Letter

or any breach by any other person of any obligation of confidentiality owed by that

person.

3.2 We shall be entitled to disclose any Confidential Information if and to the extent that

we are required to do so by any law or by any court or regulatory agency or authority,

provided that, except to the extent prohibited by law or regulation, we notify SA

Express as soon as possible upon becoming aware of any such requirement and give

SA Express reasonable assistance in connection with any legally available steps which

SA Express may take to resist or narrow such requirements.

4. Returning Confidential Information

4.1 Following termination of our participation in the procurement process as a Bidder(s) and

upon receipt of a written request from SA Express we shall -

4.1.1 return to SA Express or destroy all documents and all other materials containing

or reflecting any Confidential Information, together with any copies, which are in

our possession or control or in the possession or control of any of our directors,

officers, agents, employees or professional advisers and which are in a form

capable of delivery or destruction; and



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4.1.2 expunge all Confidential Information from any computer, word processor or similar

device into which it was programmed by us or on our behalf or by our professional

advisers or on their behalf.

4.2 We acknowledge that neither the return of any Confidential Information nor the expunging

of any of the same from our records shall release us from our obligations under this

Letter.

5. Indemnity

If this Letter has been breached by us or our directors, officers, agents, employees, or

professional advisers then we shall fully indemnify, protect, defend and hold harmless SA

Express, or any of its directors, officers, agents, employees, or professional advisers

("Indemnified Persons") from and against any and all actions, claims, demands,

proceedings, liabilities or judgements and any and all losses, damages, costs, charges

and expenses of whatever nature and in whichever jurisdiction which may be instituted,

made or alleged against, or which are suffered or incurred by any Indemnified Person

and which relate to or arise directly or indirectly from any such breach.

6. Duration

The obligations undertaken by us under this Letter shall continue indefinitely after

signature of this Letter for as long as the Confidential Information remains confidential

without publication thereof into the public domain by us, or any of our directors, officers,

agents, employees, or professional advisers.

7. Relief

In the event of any breach by us (or any of our directors, officers, agents, employees, or

professional advisers) of the undertakings in this Letter, we recognise that SA Express, in

addition to any other remedies which may be available to SA Express at law, shall be

entitled as set out in Chapter 1 of this RFP to terminate our participation as a Bidder or a

Bidder in the procurement process.



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8. Waiver

No failure or delay in exercising any right, power or privilege under this Letter shall

operate as a waiver of it, nor shall any single or partial exercise of it preclude any further

exercise.

9. Severable

The provisions of this Letter shall be severable in the event that any of the provisions are

held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable

and the remaining provisions shall remain enforceable to the fullest extent permitted by

law.

10. Governing Law

This Letter shall be governed by and construed in accordance with the laws of the

Republic of South Africa.

Yours faithfully,

[insert name and address of the person / company / entity giving the undertakings and the name,

designation and address of the signatory]

______________________________________ ______________

who warrants that he/she is duly authorised hereto Date

______________________________________ ______________

who warrants that he/she is duly authorised hereto Date



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General conditions of contract

1. PREAMBLE

1.1 The general terms and conditions set out in this Agreement shall be applicable to the

entity that is awarded the bid by SA Express.

1.2 By signing the RFP documents prospective Bidder confirm that they have read and

warrant that they understand the RFP documents and in particular the following additional

information:

1.2.1 The conclusion of this Agreement does not in any way whatsoever give rise to a

presumption of a binding contract or agreement between SA Express and the

bidders.

1.2.2 SA Express reserves the right to include, in the Agreement any other specific

terms and conditions that may arise out of the RFP documents and contract

negotiation process.

1.2.3 Once all suspensive conditions, if any, and contract negotiations have been

successfully complied with, the successful bidder shall receive a letter of

Appointment signed by an authorised SA Express official together with any

additional terms or conditions applicable to their appointment.

1.2.4 Notwithstanding anything contained in the RFP advertisement and/or RFP

documents, SA Express reserves the right to accept or reject any bid and/or

tender and to annul the tendering process and reject any or all bids received at

any time, without incurring any liability or obligation to the affected bidder(s) or any

obligation to inform the affected bidder(s), of the grounds for SA Express’ actions

of rejecting annulling any bid process

1.2.5 SA Express does not bind itself to accept the lowest or any other bid and/or

tender.

1.3 Any further variation or additional terms and or conditions to the Agreement shall be reduced in writing, signed by SA Express Official and the entity that is awarded the bid.



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PART 1-INTRODUCTION

2. DEFINITIONS: In this Agreement, unless otherwise stated, or the context otherwise

indicates, the under mentioned words and expressions shall, when used in this

Agreement including in this definitions clause bear the meanings ascribed to them:

2.1 “Agreement” shall mean this agreement together with all Annexures attached to it;

2.2 “Business Day” shall mean any day from Monday to Friday excluding weekends and

public holidays;

2.3 “Confidential information” shall mean all SA Express’ confidential business and

technical information, data and documents necessary or useful for the carrying on by SA

Express or in its business which shall include, but shall not be limited to operating

procedures, quality control procedures, approximate operation personnel requirements,

descriptions and trade names and trademarks, know how, techniques ,technology,

information relating to clients, customers, suppliers, business associates, relevant

authorities, copyright, trade secrets and all goodwill relating to the business and any other

intellectual property rights, technical data and documents in whole or in part, used by the

SA Express in respect of its business;

2.4 “Contract Price” shall mean the amount that is reflected as the contract price in the

Letter of Appointment;

2.5 “Contract Price Adjustment” shall mean an increase or decrease of the contract price;

2.6 “Completion Date” shall mean the date that is stipulated in the letter of Appointment as

the completion date alternatively after satisfactory completion of the Services.

2.7 “Effective Date” shall mean, notwithstanding the Signature Date, the date that is

reflected as the effective date on the Letter of Appointment;

2.8 “Letter of Appointment” shall mean the formal letter signed by a SA Express Official,

sent by the SA Express to the Bidder, advising the Bidder that it is appointed to provide

the services in terms of the RFP advertisement;

2.9 “Month” shall mean a calendar month;

2.10 “Parties” shall mean SA Express and the Bidder and the “Party” shall mean either of

them as the context requires;



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2.11 “SA Express Official” shall mean a duly authorized SA Express official in terms of SA

Express delegation of authority process;

2.12 “RFP Advertisement” means the advertisement issued by SA Express to the general

public; or in relation to “closed tenders” means the advertisement issued by SA Express

to Bidder already listed on SA Express’ Bidder database, via various media mediums

requesting proposals to provide Services;

2.13 “RFP Documents” means the bundle documents together with this Agreement, which

are made available to the entities through a tender process;

2.14 “Services “ shall mean supply of Cutlery and consumables from potential bidders to SA

Express, as detailed out in the functional RFP Specification;

2.15 “Bidder” shall mean the entity that is awarded the bid/contract/order, and whose details

are set out in the Bidder Questionnaire Document; and

2.16 “Signature date” shall mean the date of the signature of this Agreement by the party

signing last.

3. INTERPRETATION

3.1 Headings and Sub-headings are inserted for information purposes only and shall not be

used in the interpretation of this Agreement.

3.2 Unless the context clearly indicates a contrary intention, any word connoting;

3.2.1 any singular shall be deemed to include a reference to the plural vice versa;

3.2.2 any one gender shall be deemed to include a reference to the other two

genders; and

3.2.3 a natural person shall be deemed to include reference to a legal juristic person.

3.3 The expiry or termination of this Agreement shall not affect provisions of this Agreement,

which expressly provide that they will operate after any such expiration or termination of

this Agreement. Provisions of necessity shall continue to have been effective after such

expiry or termination of this Agreement, notwithstanding that the clauses themselves do

not expressly provide for this.

3.4 The rule of interpretation that a written Agreement shall be interpreted against the party

responsible for the drafting or preparation of that Agreement shall not apply.



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3.5 Where figures are referred to in numerical and in words and there is any conflict between

the two, the words shall prevail.

3.6 Any reference to any legislation is a reference such legislation as at the Signature Date

and as amended or re-enacted, from time to time.

2.10 If any provision in a definition is a substantive provision conferring any rights or imposing

any obligations on any party, then notwithstanding that, it is only in the interpretation

clause, effect shall be given to it as if it were a substantive provision in this Agreement.

3.8 The eiusdem generic rule shall not apply and accordingly, whenever a provision is

followed by the word ”including” and specific examples, such examples shall not be

construed so as to limit the ambit of the provision concerned.

4. INTRODUCTION

4.1 SA Express intends to obtain proposals from potential bidders for this and has issued an

RFP advertisement.

4.2 The Bidder has responded to the RFP Advertisement and has collected the RFP

Documents from SA Express.

4.3 By initialing, signing and completing the RFP Documents, the Bidder acknowledges that

is has the expertise and skills required to provide the Services, in accordance with the

terms and subject to the conditions of the Agreement and the RFP Documents.

5. BLACK ECONOMIC EMPOWERMENT

5.1 SA Express promotes the objects of the Broad-Based Black Economic Empowerment Act

no.53 of 2003, as amended from time to time, (“B-BBEE”) and has developed a

procurement policy and strategy in terms of which the Bidder shall be required at all times

to comply with and be subject to.



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5.2 The Bidder acknowledges that it has correctly and truthfully reflected its B-BBEE

qualifications from part B to E of the Bidder registration form.

5.3 The Bidder acknowledges that SA Express shall not allow any sort of fronting and that

any action or conduct product, which is similar to fronting the Bidder shall be investigated

by SA Express. If SA Express’ investigation reveals that the Bidder is fronting, SA

Express shall take the necessary legal measures against the Bidder.

5.4 In the event that the Bidder is a joint venture, the joint venture must comply with the

following requirements:

5.4.1 an approved contractual relationship must be established between the B-BBEE

party and the non B-BBEE party e.g corporatized joint venture is established;

5.4.2 the B-BBEE’s party’s management in the joint venture must be proportional to the

B-BBEE’s participation in the joint venture;

5.4.3 the B-BBEE Bidder participates to an extent of 30% of the contract price.

5.5 SA Express reserves the right to complete a due diligence exercise of the Bidder to

determine compliance of the B-BBEE component and make the necessary

recommendation in the event of any non-compliance.

6. APPOINTMENT

6.1 SA Express shall appoint the Bidder to provide the services to SA Express by sending the

Bidder a Letter or Appointment.

6.2 Upon receipt of the Letter of Appointment and complying with the terms and conditions of

the Letter of Appointment then the Bidder shall be deemed to be SA Express’ appointed

Bidder.

6.3 The Bidder accepts the appointment, to provide the services in the service area in

accordance with the terms and conditions of the Agreement; the RFP Documents; and

the Letter of Appointment.



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7. RELATIONSHIP

7.1 Nothing in this Agreement shall constitute, or be deemed to constitute a partnership or

joint venture between the parties. Furthermore the Bidder acknowledges and agrees that

its status under this agreement is that of an independent Bidder and its status shall in no

way be deemed to be that of an agent or employee for SA Express, for any purpose

whatsoever, and the Bidder shall have no authority or power to bind SA Express or to

contract in the name of SA Express, or create a liability against SA Express in any way

for any purpose.

8. DURATION

8.1 This Agreement shall commence on the Effective Date and shall expire on the

Completion Date stipulated on the Contract Agreement.

9. PRICE AND PAYMENT

9.1 The contract price set out in the pricing schedule is merely a quotation, which shall be the

point of departure for the pricing discussions between the parties, during the contract

negotiation process. The contract price is the amount, which SA Express shall pay to the

Bidder for the services rendered.

9.2 The contract price for the services provided by the Bidder to SA Express is exclusive of

Value Added Tax No.89 of 1991 (“the VAT Act”).

9.3 At the end of every month or agreed period the Bidder shall supply SA Express with an

invoice and a schedule setting out the services rendered or Goods delivered.

9.4 SA Express shall pay the amount reflected on the invoice once SA Express has verified

that the services set out in the schedule have been rendered and the invoice amount has

been approved by SA Express official.



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9.5 Payment shall, subject to clause 8.3 and 8.4 above, be made to the Bidder thirty (30)

days after receipt of the month-end statement following the month of the service unless a

discount is allowed for early settlement.

9.6 All invoices shall be addressed to SA Express Official.

9.7 All payments shall if applicable be transferred, by SA Express to the Bidder, electronically

into the Bidder’s bank account, the details of which are set out in the Bidder registration

form.

9.8 The contract price shall be subject to a price adjustment depending on the circumstances

of the services provided by the party requesting the contract price adjustment.

9.9 In the event that either party requires a contract price adjustment, the party shall deliver a

letter to the other party setting out the nature of the proposed contract price adjustment

and supporting documentation for the contract price adjustment.

9.10 The parties shall in good faith negotiate the proposed contract price adjustment and shall

agree in writing whether the contract price is to be adjusted.

9.11 The Bidder shall comply with the requirements of the VAT Act.

9.12 Failure to comply with clause 8.11 above may result in the payment of the total amount of

the statement by SA Express to the Bidder. SA Express shall not be liable for any costs

incurred by the Bidder as a result of such late payment.

10. OTHER EXPENSES OR COSTS

10.1 Apart from the contract price, all other expenses or costs incurred by the Bidder in the

execution and implementation of this Agreement shall be borne by the Bidder, unless the

additional expenses or costs were agreed to in writing by SA Express.



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10.2 In the event that SA Express requires the Bidder to render additional services incidental

to the services listed in the RFP, the parties shall negotiate the terms and the conditions

of rendering the additional service. The agreement for the additional services shall not be

of any force or effect unless in writing and signed by both parties.

PART II - SERVICE

11. SCOPE OF SERVICE

11.1 The Bidder shall for the duration of this Agreement, provide the services as detailed in

Functional RFP Specification.

12. SERVICE LEVELS

12.1 The Bidder recognizes that SA Express has entered into this Agreement, relying

specifically on the Bidder’s representations regarding service levels including, inter alia:

12.1.1 Capacity allocations in accordance with the service to be provided;

12.1.2 all work to be performed and services rendered under this agreement shall comply

with the standards and specifications laid down by SA Express from time to time,

the Bidder acknowledges that it has received a copy of such standards and

specifications, and shall be executed by the Bidder to the total satisfaction of SA

Express in accordance with the specifications and requirements.

12.2 The Bidder shall employ suitably qualified and trained employees to provide the services

to SA Express in terms of this Agreement, and shall allocate, in its discretion employees

resources in accordance with the technical skill and knowledge required, provided that

any exercise of such discretion by the Bidder shall not negatively impact on the provision

of services by Bidder to SA Express.

13. PENALTIES

13.1 Should the Bidder fail to comply with its obligations in terms of this Agreement or the RFP

Documents, SA Express may:

13.1.1 exercise its rights in terms of this agreement; alternatively



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13.1.2 impose a penalty on the Bidder, an election of any of the above by SA Express

shall not mean that SA Express has waived any rights which SA Express might

have in law.

13.2 Should SA Express elect to impose a penalty on the Bidder, SA Express shall provide the

Bidder with a written notice requiring the Bidder to remedy the fault within five (5) days

from the date of delivery of the notice.

13.3 Should the Bidder fail to remedy the default with five (5) days after receiving the notice

then SA Express shall be entitled, without prejudice to any alternative or additional right

of action or remedy available to SA Express and without further notice, impose the

penalty, which penalty shall be a deduction of not less than 10% of the contract price.

13.4 Should the Bidder fail to deliver the services due to SA Express or default, then SA

Express shall enforce its rights to impose the penalty.

13.5 Should there be a dispute as to whether:

13.5.1 the failure to deliver was caused by the SA Express or was the Bidder’s fault; or

13.5.2 SA Express is entitled to impose the penalty, then such dispute shall be dealt with in

accordance with clause 22.

14. THE BIDDER’S PERSONNEL

14.1 Liability for criminal acts of Employee: The Bidder shall be liable to SA Express for

any loss that SA Express or any third party may suffer as a result of any theft, fraud or

other criminal acts of any employee of the Bidder which arises within the course and

scope of such employee’s member’s employment with the Bidder.

14.2 Character of Employees: Due to the nature of certain aspects of the services and the

position of trust which members of the Bidder employees will fulfill, the Bidder hereby

undertakes to use its best commercial endeavours to ensure that it only employs

employees who are fit and proper persons who display the highest standards of personal

integrity and honesty and who have not, to their knowledge, being convicted of any

crime. The Bidder shall at its own cost, conduct all reasonable background checks into

members of employees prior to utilizing same to provide services in terms of this

Agreement.



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14.3 No employment: the Bidder warrants that none of its personnel shall be regarded as

employees of SA Express. The Bidder shall assist to defend and bear all costs in the

event that SA Express is required to defend a claim, whether civil or employment

related, instituted against it by the Bidder’s personnel should SA Express defend the

matter, the Bidder hereby indemnifies SA Express against all and any costs(including

attorney and own client costs) which may be incurred by or awarded against the SA

Express as a consequence of the defence of the claim.

15. INSPECTION

15.1 SA Express and/or the contact person may at any time inspect the service levels of the

Bidder in terms of this Agreement.

15.2 If SA Express is, at any time, dissatisfied with the service levels then SA Express shall

when it is commercially permissible notify the Bidder in writing of the failure or default.

15.3 The Bidder shall immediately upon receipt of written demand by SA Express, remedy

such failure or default ,within 5 days from the date of receipt of the notice, free of charge.

15.4 The Bidder’s Records

15.4.1 the Bidder shall ensure that complete and accurate records of the services

rendered are kept in a safekeeping area, for a period of five (5) years after the

Agreement is terminated, provision of any such services, including without

limitation, copies of reportable incidents which are captured by the system.

15.4.2 to enable the Bidder, SA Express to determine whether the Services rendered in

terms of this Agreement are being complied with the Bidder shall:

15.4.2.1 provide SA Express with such information as it may reasonably require;

15.4.2.2 allow SA Express to inspect and take copies of any records relating to

the services including all hardware, software, data information, visuals,

procedures, event logs, transaction logs, audit trails, books, records,

contracts and correspondence.



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15.4.2.3 allow SA Express or its authorized representatives to conduct interviews

with any of the Bidder’s employees, subject to reasonable notice being

given to the Bidder’s employees consenting thereto.

15.5 The Bidder to provide reasonable assistance:

15.5.1 where any information is required for inspection in terms of this clause is kept by

means of a computer, the Bidder shall give SA Express reasonable assistance

required to facilitate inspection and taking of copies of the information in a visible

and legible form or to inspect and check the operation of any computer and any

associated apparatus or material that is or has been in use in connection with the

keeping of the information.

15.5.2 any information required to be provided to SA Express pursuant to this clause 16

shall be provided by the Bidder, as the case may be at SA Express cost, in such a

form (including a from otherwise than in writing ) as SA Express may reasonably

specify.

15.5.3 the cost of any inspection contemplated in terms of this clause 16 shall be for the

account of SA Express unless any material irregularity or failure on the part of the

Bidder is determined by SA Express in the course of such inspection.

15.6 The inspection contemplated in this Agreement will be conducted:

15.6.1 during normal business hours; Save where the circumstances justify it, on

reasonable notice to the Bidder, with the minimum interference in the provision of

the Services and the Bidder’s other operations.



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PART III- GENERAL

16. CONFIDENTIALITY

16.1 the Parties acknowledge that during negotiations and meetings with each other for the

purposes of concluding and/or carrying out their obligations in terms of this Agreement

,either party may gain access to confidential information that may be of a trade secret and

confidential nature, which is not available in the public domain.

16.2 the parties hereby agree to hold and retain such confidential information in the strictest

confidence without limiting the aforegoing, whether orally, visually or by reason of

inspection of documentation or other matter and not to make use thereof other than for

the purpose of the negotiations and to release it only to such property authorized

directors, employees or third parties requiring such information for this purpose of the

negotiations.

16.3 the parties further agree not:

16.3.1 to disclose such confidential information to any person whomsoever other than as

may be required by law or to their employees (which shall include any directors)

agents, professional advisors and/or Bidder so as to enable the parties to

consider whether or not to enter into further negotiations or a formalized business

relationship. Before revealing such confidential information to any such

employees (which shall include any directors) agents, professional advisors

and/or Bidder, the parties undertake to procure that the employees(which shall

include any directors) agents, professional advisors and/or Bidder sign a similar

undertaking in favour of the designated person and that they are aware of the

confidential nature of the information being made available to them. The parties

undertake to ensure that their employees will observe and comply with their

obligations in respect thereof, whether or not they remain employees;

16.3.2 directly or indirectly to use their benefit or the benefit of any other person such

confidential information other than for the purposes contemplated in this clause

unless any part of such information id or becomes public knowledge and in the

public domain by reason of becoming public property other than through an act or

omission on the part of the party restrained in terms of this Agreement or the

employees(which shall include any directors) agents, professional advisors and/or



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Bidder contemplated in this clause, and such confidential information as the

parties are able to show came lawfully into their possession from the third party

lawfully possessing such confidential information. For the purposes of the

aforegoing:

16.3.2.1 disclosures made which are specific, e.g. design practices or techniques

shall not be deemed to be within the afore-going exceptions merely

because they are encompassed by general disclosures which are

generally available to the public or are in our possession;

16.3.2.2 any combination of features shall not be deemed to be within such an

exception merely because individual features thereof are generally

available to the public or are in our possession.

16.4 the parties acknowledge that the aforesaid confidential information is being made

available to either party solely for the purpose of this agreement and for no other purpose

whatsoever, and that such information would not have been made available but for this

undertaking; and

16.5 for purposes of this undertaking “information” shall without detracting from the general

meaning include letters, telexes, telefaxes, agreements, formulae, processes and

manufacturing methods, inventions or patents whether actual or proposed and whether in

writing or otherwise or any information that is or may be of value to any of us whether

directly or indirectly. This undertaking shall remain valid for a period of five (5) years after

the termination of this Agreement for whatever reason.

17. FORCE MAJEURE

17.1 for the purposes hereof, Force Majeure shall mean civil strive, riots, insurrection,

sabotage, national emergency, acts of war of public enemy, rationing of supplies, flood,

storm, fire or any other like forces of nature beyond the reasonable control of the party

claiming Force Majeure and comprehend in terms thereof.

17.2 If Force Majeure causes delays in or failure or partial failure of performance by a party of

all or any of its obligations hereunder, this agreement shall be suspended for the period

agreed in writing between the parties.



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17.3 In the event of circumstances arising which the other party believes that it constitutes a

Force Majeure (“the affected party”) then such affected party shall send within five (5)

days from the interrupting circumstances, a written notice of the interrupting circumstance

specifying the nature and date of commencement of the interrupting event to the other

party. The parties shall agree in writing, to suspend the implementation of this Agreement

for such a period (“Agreed period”).

17.4 In the event that both parties reasonably believe that the affected party shall be unable to

continue to perform its obligations after the agreed period, then either party shall be

entitled to terminate this agreement without further notice to the other party.

17.5 The party whose performance is interrupted by the interrupting circumstances shall be

entitled, provided that such party shall give notice to that effect with a written notice of the

interrupting circumstances as provided above, to extend the period of this agreement by

a period equal to the time that its performance is so prevented.

18 CESSION

18.1 SA Express shall be entitled to cede and assign any of its rights and obligations in terms

of this Agreement to any third party.

18.2 The Bidder shall not be entitled to cede or assign or transfer or in any other way alienate

its rights and obligations in terms of this Agreement without the prior written consent of

SA Express.

19. CHANGE OF CONTROL/CIRCUMSTANCE

19.1 The Bidder shall notify SA Express, in writing, of any change in the Bidder’s shareholding

or membership or any change in the Bidder’s subsidiary companies or holding company

or its affiliates (such change shall be considered a material change in the constitution and

identity of the Bidder). SA Express may terminate this agreement upon becoming aware

of such material change.

19.2 The parties agree that should there be a change as envisaged in clause 20.1 above, the

Bidder will no longer exist and a new third party/entity shall have been constituted. In this



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regard, such third party shall not be entitled to inherit any of the Bidder’s rights and

obligations in terms of this Agreement.

19.3 The Bidder shall further notify SA Express of any changes of any circumstance, which

might have led SA Express to appoint the Bidder to provide the services. In the event that

any change of any circumstances occurs and the Bidder fails to inform SA Express of

such a change, the Bidder shall be deemed to have breached a material term of this

Agreement and SA Express shall be entitled to cancel the Agreement without any prior

notice.

20. DEFAULT

20.1 Subject to clause 20.3 above, should either Party commit a breach of any term of this

Agreement (“the defaulting party”) then the affected party(“Aggrieved party”) shall be

entitled to inform the defaulting party in writing to remedy such failure or default with

fourteen(14) days and should the defaulting party fail to remedy the breach within the 14

days after receipt of the notice the aggrieved party shall be entitled, without prejudice to

any of its rights under this agreement or other remedy for breach of contract:

20.1.1 Immediately terminate this agreement without giving notice and claim damages

(which shall include legal costs on an attorney/client scale); or

20.1.2 Request specific performance and claim damages (which shall include legal costs

on an attorney/client scale).

21. DISPUTES

21.1 Save for clause 21 and other clauses which provide for their own remedies, should any

dispute arise between the parties in respect of or pursuant to this Agreement, including

without limiting the generality of the foregoing, any disputes relating to:

21.1.1 the interpretation of the agreement;

21.1.2 the performance of any of the terms of the agreement;

21.1.3 any of the parties’ rights and obligations;

21.1.4 any procedure to be followed;

21.1.5 the termination or cancellation or breach of this agreement; or



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21.1.6 the rectification or repudiation of this agreement, then any party may give under

the other party written notice of such dispute, in which event the provisions below

shall apply.

21.2 within seven (7) days of the declaration of such dispute, the parties Chief Executive

Officer or their nominated persons shall meet in the spirit of goodwill and endeavour to

resolve the dispute, failing which (and without prejudice to any other alternative dispute

resolution to which the parties may agree, either prior to or concurrently with the

arbitration) clause 22.3 below shall apply.

21.3 If the parties are unable to resolve the dispute within fourteen (14) days of the notice of

the dispute (or such longer period as they may have agreed to in writing), then either

party may on written notice to the other party, require that the dispute be submitted to and

decided by arbitration in terms of the Arbitration Act, 42 of 1965 of South Africa

(“Arbitration Act”).

21.4 The arbitration shall be held under the provisions of the Arbitration Act provided that the

arbitration shall be:

21.4.1 at any place which the parties agree, in writing, to be mutually convenient;

21.4.2 in accordance with such formalities and/or procedures as may be settled by the

arbitrator and may be held in an informal and summary manner, on the basis that

it shall not be necessary to observe or carry out the usual formalities of procedure,

pleadings and /or discovery or in respect of rules evidence.

21.5 If the arbitration is:

21.5.1 a legal matter, then the arbitrator shall be a practicing advocate or a practicing

attorney of not less than ten (10) years standing;

21.5.2 an accounting matter, then the arbitrator shall be a practicing chartered

accountant of not less than ten (10) years standing;

21.5.3 any other matter, then the arbitrator shall be any independent person agreed upon

between the parties.



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21.6 Should the parties fail to agree on an arbitrator within fourteen (14) days after arbitration

has been demanded, then the arbitrator shall be nominated at the request of either of the

Parties, by the president at the time of the Law society of the Northern Provinces.

21.7 Should the parties fail to agree whether the dispute is of a legal, accounting or other

nature within seven (7) days after the arbitration has been demanded, and then it shall be

deemed to be a dispute of a legal nature.

21.8 The arbitrator may;

21.8.1 Investigate or cause to be investigated any matter fact or thing which he considers

necessary or desirable in connection with the dispute and for that purpose, shall

have the widest powers of investigating all documents and records of any party

having a bearing on the dispute;

21.8.2 Interview and question under oath the parties of their representatives;

21.8.3 decide the dispute according to what he considers just and equitable in the

circumstances;

21.8.4 make such an award, including an award for specific performance, damages or

otherwise, as he in his discretion may deem fit and appropriate. The arbitration

shall be held as quickly as possible after it is requested , with a view to it being

completed within thirty (30) days after it has so been requested.

21.8.5 the arbitrator’s decision and award shall be in writing with reasons and shall be

final and binding upon the parties.

21.8.6 the arbitrators award may, on application by either party to a court of competent

jurisdiction and after due notice is given to the other party, be made an order of

court.

21.9 Notwithstanding the provisions of clauses 22.1 to 22.8 above, in the event of either party

having a claim against the other party for a liquidated amount or an amount which arises

from a liquid document, or for an interdict or other urgent relief, then the other party

having such a claim, shall be entitled to institute action therefore in a court of law rather

than in terms of the above clauses, notwithstanding the fact that the other party may

dispute the claim.



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22 GOVERNING LAW

22.1 The law governing this Agreement, including without limiting its interpretation, validity,

existence or termination for any reason and all disputes out of this Agreement is the law

of the Republic of South Africa and the parties submit to the exclusive jurisdiction of the

South African courts.

23 PROPRIETARY RIGHTS

23.1 All intellectual property developed, as part of this Agreement, including all documentation

for this Agreement, shall become the proprietary ownership of SA Express. Upon

termination of this Agreement, all such records or documents, including copies thereof,

shall be left with SA Express or, in so far as they are in possession of the Bidder, the

same shall be handed over to SA Express or shall be destroyed at SA Express’ written

request.

24 EARLY TERMINATION

24.1 SA Express shall have the right to terminate this Agreement by giving 30 (thirty) days

notice in writing, to the Bidder, or its intention to terminate this Agreement without

reasons for the termination.

25 SEVERABILITY

25.1 If any provision of this Agreement is or becomes illegal, void or invalid this shall not affect

the legality and validity of the other provisions.

25.2 Each provision of this Agreement is severable from the other.

26 MISCELLANEOUS

26.1 This Agreement constitutes the entire Agreement between the parties and all prior

agreements, warranties and representations shall become invalid and unenforceable

after the Signature Date.

26.2 No latitude, indulgence, consent, forbearance or any other similar act by either party in

enforcing any provisions of this Agreement shall constitute a variation or novation of this

Agreement or waiver of rights or estoppels in terms of this Agreement.



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26.3 No alterations, variation or cancellation of this agreement of its annexures shall be of any

force or effect unless:

26.3.1 Recorded in writing in a formal addendum hereto and signed (at the time) by duly

authorized representatives of the parties in compliance with any delegation of

authority policies existent and applicable within the parties;

26.3.2 The parties agree to comply and be bound by such policies of the other. In this

regard the parties shall make available to each other the relevant portion of such

policy, applicable at the time of variation.

27 LIMITATION OF LIABILITY

27.1 The Bidder hereby accepts liability for any damages and/or losses and/or claims of

whatsoever nature howsoever arising incurred and/or suffered by SA Express as a direct

result of breach of the Agreement whether in contract, delict or otherwise or arising as a

result of negligence in providing the services by the Bidder and/or its employees and/or

agents.

27.2 SA Express shall elect whether the amount which the Bidder is liable for shall be

determined by the court in terms of clause 23 or by an arbitrator in terms of clause 22.

27.3 In determining the liability of the Bidder for purposes of this clause 28, a court or arbitrator

shall limit the Bidder ‘s liability to the proportion of the loss or damage suffered by SA

Express which is ascribed to the Bidder, by such court or arbitrator allocating a

proportionate responsibility having regard to the contribution to the loss or damage in

question of either party or any other person base upon relative degrees of fault ;it being a

term of the contract that the provisions of section 1 of the Apportionment of damages

Act,1956 will apply to all claims between us and that the “the breach of contract or gross

negligence” and “damages” or “losses” as used herein shall be deemed to fall within the

meanings of “fault ” and “damage” as contained in Section 1 of the Apportionment of

Damages Act,1956.



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27.4 The maximum amount to be paid by the Bidder in relation to claims resulting in terms of

clause 28.2 above shall be limited to double the amount charged by the Bidder as the

contract price fees for the services or the aggregate liability.

27.5 The Bidder’s liability to SA Express shall in no circumstances exceed the lower of the

amount determined by the application of the monetary limit based upon fees charged to

SA Express or the amount determined by the apportionment of responsibility as the case

may be.

27.6 The Bidder will not be liable to SA Express or any cessionary or third party claiming

through or on behalf of SA Express for any punitive damages whatsoever or for any

consequential or other loss or damages beyond the maximum liability specified.

27.7 Notwithstanding the Bidder’s liability for the acts and omissions, SA Express accepts and

acknowledges that no legal proceedings arising from or in connection with the agreement

(or any variation or addition thereto) will be commenced against any of the Bidders

partners, principals, directors, staff or employees personally.

27.8 Any claims howsoever arising, must be commenced formally by service of court

summons or process initiating arbitration proceedings within two years after the party

bringing the claim becomes aware (or ought reasonably to have become aware) of the

facts which give rise to the claim and, in any event regardless of the knowledge of the

claimant, by no later than three years after the date of any alleged breach of contract,

delictual act, other act, or omission giving rise to a cause of action. This expressly

overrides any statutory provision, which would otherwise apply.

28. THE BIDDER’S WARRANTIES AND INDEMNITIES

28.1 Service Warranties: The Bidder warrants that in relation to each service provided in

terms of this Agreement it will provide the services

28.1.1 with promptness and diligence and in a skilful manner and in accordance with the

practices and professional standards of operations performing services similar to

the services;



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28.1.2 in terms of the standards and specifications that are laid down by SA Express

from time to time;

28.1.3 it will use and adopt (and ensure that its sub Bidders use and adopt) any

standards, processes and procedures required under this Agreement; and

28.1.4 the Bidder warrants that it shall employ suitably qualified and trained employees

to provide the services to SA Express and it shall allocate employees in

accordance with the technical skill and knowledge required.

28.2 Indemnity: The Bidder hereby indemnifies SA Express against any claim which may be

brought against SA Express by the Bidder’s personnel or a third party arising from the

execution of this agreement alternatively which arises against SA Express as a result of

the Bidder’s breach of any of the provisions of this agreement, provided that SA Express

shall notify the Bidder in writing within reasonable time of SA Express becoming aware of

any such claim to enable the Bidder to take steps to contest it and shall provide the

Bidder with such reasonable assistance as may be necessary to enable the Bidder to

defend the claim to the extent only that is in a position to render such assistance. The

Bidder may within five (5) days of receipt of written notice from SA Express aforesaid,

elect in writing to contest such a claim in the name of SA Express and shall be entitled to

control the proceedings in regard thereto, provided that the Bidder indemnifies SA

Express against all and any costs (including attorney and own client costs) which may be

incurred by or awarded against SA Express as a consequence of the defence of the

claim.

29 DOMICILIA AND NOTICES

29.1 The parties hereby choose their domiciliume citandi et executandi for all the purposes

arising from or pursuant to this agreement as follows:

29.1.1 Bidder: the address and facsimile; and

29.1.2 SA Express: the address and facsimile set out in the Letter of Appointment.

29.2 Either party may by written notice to the other party change its aforesaid domicilium

citandi et executandi to any other address within the Republic of South Africa, which is

not a SA Express box or post restante.



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29.3 Any notices given and/or any payment made by either party to the other which:

29.3.1 is delivered by hand during the normal business hours of the addressee at the

addressee’s domicilium citandi et executandi for the time being shall be

rebuttably presumed to have been received by the addressee at the time of

delivery;

29.3.2 is posted by registered mail from an address within the Republic of South Africa to

the addressee at the addressee’s domicilium citandi et executandi for the time

being shall be rebuttably presumed to have been received by the addressee on

the seventh business day after the date of posting;

29.3.3 is sent by telefax during the normal business hours of the addressee to the

addressee’s domicilium citandi et executandi for the time being shall be rebuttably

presumed to have been received on the first business day following the date of

successful transmission thereof.

29.4 The word “RFP Number” and the number allocated to this RFP Documents shall be

quoted by both parties on all correspondence, notices, or other documents of any

description relating to this Agreement.

30 INSOLVENCY

30.1 Should an application be made for the surrender or sequestration of a party’s estate, or

should an order be issued, whether provisional or final, for the sequestration of a party’s

estate, or should a party enter into or propose any deed of assignment to any of its

creditors for settlement of its debts, or if execution is issued against a party by virtue of

any judgment, or if any party commits any acts of insolvency ,or being a legal entity, is

placed under judicial management or commences to be wound up in a liquidation that is

not merely a voluntary liquidation for the purpose of reconstruction ,then the other party

may without prejudice to any of its rights in terms of this agreement or common law

forthwith terminate this agreement.

CONFIDENTIAL PROVISION OF A PANEL OF ATTORNEYS ON AN AS AND WHEN REQUIRED BASIS


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RFP CHAPTER 4 FUNCTIONAL SPECIFICATIONS



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1. EXECUTIVE SUMMARY OF THE PROPOSAL

SA Express’ objective is to appoint a panel of attorneys on an as and when required basis to

ensure that the company has a list of law firms skilled in various areas of the law to address the

business needs.

2. SCOPE OF SERVICES

2.1 SA Express is seeking to appoint a panel of attorneys on an as and when basis, to provide

general and specific legal services to SA Express, which may include, amongst others, the

following:



Labour Matters;

Contracts (drafting/vetting); and

Litigation.

2.2 Requirements and expected outcomes and deliverables:

The legal firms must possess extensive working/ practical knowledge in the following

areas of law within the context of the Aviation Industry:

Corporate Governance;

Aviation law;

Corporate Law;

Administrative law;

Labour law;

Legislative interpretation and analysis, review and drafting;

Commercial law;

International law; and

Civil Procedure.



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3 BACKGROUND AND CONTEXT

3.1 The Legal Department is mandated to manage a variety of legal matters affecting the

Company, with the view of minimizing the Company’s exposure to legal liability South

African Express Airways (SA Express) is seeking to secure the services of a suitable

simulator Service Provider (s) to supply dry lease as well as occasional wet lease

simulator services.

3.2 The Legal Department provides general and specific legal services to the Company in the

following areas:



Prosecution or chairing of disciplinary hearings and tribunals;

Contract Management;

Litigation Management etc.

3.3 Although most legal matters are handled by the Legal Department, there are instances

where there is a need to appoint external assistance in the form of a law firm such as

where a legal action has been instituted against the Company or where the company

wishes to institute legal action against a person, as well as where a complex legal matter

requires specific expertise.

4 PERIOD OF CONTRACT

5 The tenure for this contract is thirty-six (36) months.



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4. BID PROGRAMME

4.1. The following dates are indicative and may change at the discretion of SA Express; however

these changes shall be communicated to Bidders.

DESCRIPTION DATES

Issue of RFP 10 April 2018

Closing Date for Questions in Clarification from Bidders 17 April 2018

Date for responding to Bidders’ Questions in Clarification 26 April 2018

Closing Date for Submission of Bid Responses/Proposals 9 May 2018

5. PRICING PROPOSALS

5.1. Bidders are to submit a pricing proposal with indicative prices of their hourly rate.

5.2. Bidders should indicate whether the rates quoted are firm for the full period of the contract.

Bidders that cannot provide firm rates for the full period of the contract should provide details on

the basis on which adjustments will be applied e.g. annual CPI.

Level of resource/professional Hourly Rates

Partner

Associate

Candidate Attorney

Other



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6. EVALUATION PROCESS

6.1 Technical evaluation

Quality Criteria Weight

Scoring Guideline

1. Company Profile

Bidder to provide documentation

demonstrating the following:

Details should include:

1.1 List of previous clients and the

value of the contracts;

1.2. Number of years the company

has been in the business (5

years minimum);

1.3 Company Letter head indicating

the business address/es

(national footprint offices also);

20%

0. Non responsive.

1. Meeting 1 of the requirements.

2. Meeting 2 of the requirements

3. Meeting all the requirements.

2. Bidders to provide at least 3

reference letters from previous

or current customers 20%

0. Non – responsive 1. 1 Reference letter 2. 2 Reference letters 3. Meeting all requirements

3. Capacity and capability

Bidder to provide documented

proof of the following:

2.1 Duration and level of experience

of the Directors and/or Partners

10%

0. Non-responsive 1. less than 5 years

2. 5 years to 7 years.

3. 8 years and above.

4. Demonstrable skills and

capacity, level of relevant

knowledge/expertise and

experience and attach CV’s of

the proposed team;

15%

0 . Non responsive

1. Meeting 2 of 4

2. Meeting 3 of 4

3. Meeting all 4



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Note: Bidders who do not meet the Technical- threshold of 80% shall be DISQUALIFIED at this stage

of the process.

________________________________________________________________________________

Service provider must provide

their resources’ CVs reflecting

the relevant experience in;

1. Commercial Law

2. Labour law

3. Corporate Law and

4. Aviation Law

5. Proof of admission of the

attorneys to the higher and/or

lower courts;

Provide proof

15%

0. No

3.YES

6. Experience and track record in

the aviation industry such as

1.complex contract negotiation

and drafting

2.legal opinions and advisory

work

3. investigative legal work,

4. litigation

5. aviation law

6. labour and

7. commercial law.

10%

0. Non responsive

1. Meeting 3 of 7

requirement

2. Meeting 4 of 7

3. Meeting 5 and above

7. Credit Terms

3.1 Bidder to provide acceptable

credit terms. 10%

0. Less than 30

days

1. 30 days

2. 45 days

3. 60 days

Total Weighting

100%

Minimum qualifying score required 80%



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8 Preferential Procurement

8.1 In terms of regulation 4 of the Preferential Procurement Regulations pertaining to the

Preferential Procurement Policy Framework Act, 2000 (Act 5 of 2000), responsive bids shall

be adjudicated by the State on the 80/20-preference point system in terms of which points

are awarded to bidders on the basis of:

a) The bid price (maximum 80 points)

b) Historically disadvantaged individuals as well as specific goals (maximum 20 points)

9. SUBCONTRACTING

9.1 SA Express full endorses Government’s transformation and empowerment objectives and

when contemplating subcontracting bidders are requested to give preference to

companies which are Black Owned, Black Women Owned, Black Youth, owned by Black

People with Disabilities, EME’s and QSEs including any companies designated as B-

BBEE Facilitators.

9.1.1 If contemplating subcontracting, (subcontracting may be considered on any

aspect of the service, please note that a Bidder will not be awarded points

for B-BBEE if it is indicated in its Proposal that such Bidders intends

subcontracting more than 25% (twenty-five percent) of the value of the

contract to an entity/entities that do not qualify for at least the same points

that the Bidder qualifies for, unless the intended subcontractor is an EME

with the capability to execute the contract.

9.1.2 A company awarded a contract may not subcontract more than 25%

(twenty-five percent) of the value of the contract to any other enterprise that

does not have an equal or higher B-BBEE status level than the person

Pricing and Preferential Points

1 Price: Total Cost of Ownership

(expressive competitiveness of the

proposed bid/offer)

80

2 B-BBEE 20

TOTAL 100



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concerned, unless the contract is sub-contracted is an EME that has the

capability and ability to execute the subcontract.

9.1.3 In terms of paragraph 13 of these RFP (the B-BBEE Preference Points)

Bidders are required to indicate the percentage of the contract that will be

subcontracted as well as the B-BBEE status of the sub contractor(s).

10. DECISION OF THE BOARD OF DIRECTORS OF SA EXPRESS

a. The decision(s) as to which Bidder(s) SA Express selects as Preferred Bidder(s) for this

RFP, rest solely with the Bid Adjudication Committee’s recommendation to the CEO (or

delegated authority) and/or the Board of Directors where applicable.