NEC3 Professional Services Contract - Final Draft

8/12/2019 NEC3 Professional Services Contract - Final Draft

1/38

NEC3 Professional Services Contract (PSC3)

Contract between Eskom Holdings Limited(Reg No. 2002/015527/06)

and [Insert at award stage](Reg No. ___________ )

for The provision of continuous marine engineeringmonitoring, evaluation and maintenance of themarine structures at Koeberg Nuclear Power Station

Contents:

Part C1 Agreements & Contract Data

Part C2 Pricing Data

Part C3 Scope of Work: The Scope

CONTRACT No. [Insert at award stage]


2/38

ESKOM HOLDINGS LTD CONTRACT NUMBER ______________PROJECT AND CONTRACT TITLE

2

PART C1: AGREEMENTS & CONTRACT DATA

Document reference Title

C1.1 Form of Offer & Acceptance

[to be inserted from Returnable Documents at award stage]

C1.2a Contract Data provided by the Employer

C1.2b Contract Data provided by the Consultant

[to be inserted from Returnable Documents at award stage]


3/38

ESKOM HOLDINGS LIMITED CONTRACT NUMBER ___________PROJECT AND CONTRACT TITLE

3

C1.1 Form of Offer & Acceptance

Offer

The Employer, identified in the Acceptance signature block, has solicited offers to enter into a contract forthe procurement of:

The provision of continuous marine engineering monitoring, evaluation and maintenance ofthe marine structures at Koeberg Nuclear Power Station

The tenderer, identified in the Offer signature block, has

either examined the documents listed in the Tender Data and addenda thereto as listed in theReturnable Schedules, and by submitting this Offer has accepted the Conditions of Tender.

or examined the draft contract as listed in the Acceptance section and agreed to provide this Offer.

By the representative of the tenderer, deemed to be duly authorised, signing this part of this Form of Offerand Acceptance the tenderer offers to perform all of the obligations and liabilities of the Consultantunder thecontract including compliance with all its terms and conditions according to their true intent and meaning foran amount to be determined in accordance with the conditions of contractidentified in the Contract Data.

The offered total of the Prices exclusive of VAT is R

Value Added Tax @ 14% is R

The offered total of the Prices inclusive of VAT is R

(in words)

If Option E or G apply, for each offered total insert in brackets, (Not Applicable Cost reimbursable)

This Offer may be accepted by the Employer by signing the Acceptance part of this Form of Offer andAcceptance and returning one copy of this document including the Schedule of Deviations (if any) to thetenderer before the end of the period of validity stated in the Tender Data, or other period as agreed,whereupon the tenderer becomes the party named as the Consultantin the conditions of contractidentifiedin the Contract Data.

Signature(s)

Name(s)

Capacity

For thetenderer:

Name &signature ofwitness

(Insert name and address of organisation)

Date


4/38


4

Acceptance

By signing this part of this Form of Offer and Acceptance, the Employer identified below accepts thetenderers Offer. In consideration thereof, the Employer shall pay the Consultant the amount due inaccordance with the conditions of contractidentified in the Contract Data. Acceptance of the tenderers Offershall form an agreement between the Employer and the tenderer upon the terms and conditions contained in

this agreement and in the contract that is the subject of this agreement.

The terms of the contract, are contained in:

Part C1 Agreements and Contract Data, (which includes this Form of Offer and Acceptance)

Part C2 Pricing Data

Part C3 Scope of Work: The Scope

and drawings and documents (or parts thereof), which may be incorporated by reference into the abovelisted Parts.

Deviations from and amendments to the documents listed in the Tender Data and any addenda thereto listedin the Returnable Schedules as well as any changes to the terms of the Offer agreed by the tenderer and theEmployer during this process of offer and acceptance, are contained in the Schedule of Deviations attachedto and forming part of this Form of Offer and Acceptance. No amendments to or deviations from saiddocuments are valid unless contained in this Schedule.

The tenderer shall within two weeks of receiving a completed copy of this agreement, including the Scheduleof Deviations (if any), contact the Employers agent (whose details are given in the Contract Data) to arrangethe delivery of any securities, bonds, guarantees, proof of insurance and any other documentation to beprovided in terms of the conditions of contract identified in the Contract Data at, or just after, the date thisagreement comes into effect. Failure to fulfil any of these obligations in accordance with those terms shallconstitute a repudiation of this agreement.

Notwithstanding anything contained herein, this agreement comes into effect on the date when the tendererreceives one fully completed original copy of this document, including the Schedule of Deviations (if any).

Signature(s)

Name(s)

Capacity

for theEmployer

Name &signature ofwitness


Date

Note: If a tenderer wishes to submit alternative tenders, use another copy of this Form of Offer and Acceptance.


5/38


5

Schedule of DeviationsNote:

1. To be completed by the Employer prior to award of contract. This part of the Offer & Acceptance would not be required if thecontract has been developed by negotiation between the Parties and is not the result of a process of competitive tendering.

2. The extent of deviations from the tender documents issued by the Employer prior to the tender closing date is limited to thosepermitted in terms of the Conditions of Tender.

3. A tenderers covering letter must not be included in the final contract document. Should any matter in such letter, which

constitutes a deviation as aforesaid be the subject of agreement reached during the process of Offer and Acceptance, theoutcome of such agreement shall be recorded here and the final draft of the contract documents shall be revised toincorporate the effect of it.

No. Subject Details

1

2

3

4

56

7

By the duly authorised representatives signing this Schedule of Deviations below, the Employer and thetenderer agree to and accept this Schedule of Deviations as the only deviations from and amendments to thedocuments listed in the Tender Data and any addenda thereto listed in the Tender Schedules, as well as anyconfirmation, clarification or changes to the terms of the Offer agreed by the tenderer and the Employerduring this process of Offer and Acceptance.

It is expressly agreed that no other matter whether in writing, oral communication or implied during the periodbetween the issue of the tender documents and the receipt by the tenderer of a completed signed copy ofthis Form shall have any meaning or effect in the contract between the parties arising from this Agreement.

For the tenderer For the Employer

Signature

Name

Capacity

On behalf of (Insert name and address oforganisation)


Name & signature ofwitness

Date


6/38


7/38

ESKOM HOLDINGS LIMITED CONTRACT NUMBER ____________PROJECT AND CONTRACT TITLE

6

C1.2 PSC3 Contract Data

Part one - Data provided by the EmployerCompletion of the data in full, according to the Options chosen, is essential to create a complete contract.

Clause Statement Data

1 General

The conditions of contract are the coreclauses and the clauses for main Option

A: Priced contract with activity schedule

and secondary Options X1: Price adjustment for inflation

X2 Changes in the law

X9: Transfer of rights

X10 Employers Agent

X11: Termination by the Employer

Z: Additional conditions of contract

of the NEC3 Professional Services Contract (June 2005)1with amendments June 2006

The EmployerisName:

Eskom Holdings Limited (reg no:2002/015527/06),a juristic person incorporated in terms of thecompany laws of the Republic of South Africa

10.1

Address Registered office at Megawatt Park, MaxwellDrive, Sandton, Johannesburg

Tel No. 011 803 3008

Fax No. 011 803 3009

11.2(9) The services are The provision of continuous Marine Engineering Monitoring Evaluationand Maintenance of the Marine Structures and Environment that serves Koeberg Nuclear

Power Station.

11.2(10) The following matters will be included in the Risk Register- Minutes of early warning meetingsand Decision resulting from risk reduction meetings

11.2(11) The Scope is in Part 3: Scope of Work and any other documents to which the Scopemakes reference

12.2 The law of the contractis the law of the Republic of South Africa

13.1 The language of this contractis English

1Available from Engineering Contract Strategies Tel 011 803 3008 Fax 011 803 3009


8/38


7

13.3 The period for replyis 5 working days

13.6 The period for retentionis 5years following Completion or earlier termination.

2 The Parties main responsibilities

25.2 The Employerprovides access to thefollowing persons, places and things

access to access date

1 Site On contractcommencement

2 Documentation On contractcommencement

3 Training Facilities On contractcommencement

3 Time

31.2 The starting dateis 1 July 2011

11.2(3) The completion datefor the whole of the servicesis 30 June 2016

31.1 The Consultantis to submit a first programme for acceptance within 2 weeks of the ContractDate.

32.2 The Consultantsubmits revised programmes at intervals no longer than 2 weeks.

4 Quality

40.2 The quality policy statement and quality plan are provided within 4 weeks of the Contract Date.

42.2 The defects date is 52 weeks after Completion of the whole of the services.

5 Payment

50.1 The assessment intervalis between the 25th

day of each month.

51.1 The period within which payments are made is 4 weeks, after the receipt of the tax invoice.

51.2 The currency of this contractis the South African Rand

51.5 The interest rateis zero percent above the publicly quoted prime rate of interest(calculated on a 365 day year) charged by from time to time by the Standard Bank ofSouth Africa (as certified, in the event of any dispute, by any manager of such bank,whose appointment it shall not be necessary to prove) for amounts due in Rands

8 Indemnity, insurance and liability

81.1 The amounts of insurance and the periodsfor which the Consultantmaintainsinsurance are


9/38


8

Event Cover Period followingCompletion of thewhole of the servicesor earlier termination

Liability for failure by the Consultantto usethe skill and care normally used byprofessionals providing services similar tothe services

Rand Value equivalentto contract value inrespect of each claim,without limit to thenumber of claims

52 weeks

death of or bodily injury to a person (notan employee of the Consultant) or loss ofor damage to property arising from or inconnection with the Consultants Providingthe Services.

Rand value equivalentto contract value forany occurrence orseries of occurrencesarising out of oneevent without limit tothe number of claims.

52 weeks

death of or bodily injury to employees ofthe Consultantarising out of and in thecourse of their employment in connectionwith this contract

As prescribed by theCompensation forOccupational Injuriesand Diseases Act No.130 of 1993 and theConsultantscommonlaw liability for peoplefalling outside thescope of the Act with alimit of indemnity ofnot less than R500

000-00 (five hundredthousand) in respect ofeach claim, withoutlimit to the number ofclaims

52 weeks

81.1 The Employerprovides the followinginsurances Nuclear Liability Insurance andNuclear Property Damage insurance

Refer to Annexure A for details of insuranceprovided by the Employer.

82.1 The Consultants total liability to the Employerfor all matters arising under or in connection withthis contract, other than the excluded matters, is limited to 10% of The total of the Prices at theContract Date

The Consultantprovides these additional insurances.

Insurance against: Whatever the Consultantdeems necessary including cover provided forpayment of deductibles Professional Liability Insurance

9 Termination No data required for this section of theconditions of contract.

10 Data for main Option clause

G Term contract

21.4 The Consultantprepares forecasts of the total Time Charge and expensesat intervals no longerthan 4 weeks.


10/38


9

W1.2(3) The adjudicator nominating bodyis the Chairman of the Joint Civils Division of the SouthAfrican Institution of Civil Engineering. (See www.jointcivils.co.za).

W1.4(2) The tribunalis arbitration

W1.4(5) The arbitration procedure is the latest edition of Rules for the Conduct of Arbitrations

published by The Association of Arbitrators (Southern Africa) or its successor body.

The place where arbitration is to be held is Cape Town , Republic of South Africa

The person or organisation who will choose an arbitrator if the Parties cannot agree a choice orif the arbitration procedure does not state who selects an arbitrator, is the Chairman for thetime being or his nominee of the Association of Arbitrators (Southern Africa) or itssuccessor body.

12 Data for secondary Optionclauses

X1 Price adjustment for inflation

X1.1 The index is CPI Index.

X2 Changes in the law

X2.1 The law of the project is any law within the Republic of South Africa which applies to theConsultants providing the services.

X10 The Employers Agent

X10.1 The Employers Agentis

Name: Mmamotiti Rahube

Address Koeberg Nuclear Power Station

R27 Off West Coast Road,Melkbosstrand,7441

The authority of the Employers Agentis to carry out all the actions of the Employer in thiswith the exception of those required by clauses 51.1 and 81.1.

Z The Additional conditions of contractare Z1 to Z11 always apply.

Z1 Cession delegation and assignment

Z1.1 The Consultant does notcede, delegate or assign any of its rights or obligations to any person

without the written consent of the Employer.

Z1.2 Notwithstanding the above, the Employer may on written notice to the Consultant cede anddelegate its rights and obligations under this contract to any of its subsidiaries or any of itspresent divisions or operations which may be converted into separate legal entities as a result ofthe restructuring of the Electricity Supply Industry and the Electricity Distribution Industry.


11/38


10

Z2 Joint ventures

Z2.1 If the Consultantconstitutes a joint venture, consortium or other unincorporated grouping of twoor more persons or organisations then these persons or organisations are deemed to be jointlyand severally liable to the Employerfor the performance of this contract.

Z2.2 Unless already notified to the Employer, the persons or organisations notify the Employerwithintwo weeks of the Contract Date of the key person who has the authority to bind the Consultanton their behalf.

Z2.3 The Consultantdoes not substantially alter the composition of the joint venture, consortium orother unincorporated grouping of two or more persons without the consent of the Employerhaving been given to the Consultantin writing.

Z3 Change of Broad Based Black Economic Empowerment (B-BBEE) status

Z3.1 Where a change in the Consultantslegal status, ownership or any other change to his businesscomposition or business dealings results in a change to the Consultants B-BBEE status, the

Consultantnotifies the Employerwithin seven days of the change.

Z3.2 The Consultantis required to submit an updated verification certificate and necessary supportingdocumentation confirming the change in his B-BBEE status to the Employerwithin thirty days ofthe notification or as otherwise instructed by the Employer.

Z3.3 Where, as a result, the ConsultantsB-BBEE status has decreased since the Contract Date theEmployer may either re-negotiate this contract or alternatively, terminate the Consultantsobligation to Provide the Services.

Z3.4 Failure by the Consultant to notify the Employer of a change in its B-BBEE status may constitutea reason for termination. If the Employer terminates in terms of this clause, the procedures ontermination are those stated in core clause 91. The payment on termination includes adeduction of the forecast of the additional cost to the Employerof completing the whole of theservices in addition to the amounts due in terms of core clause 92.1.

Z4 Ethics

Z4.1 Any offer, payment, consideration, or benefit of any kind made by the Consultant whichconstitutes or could be construed either directly or indirectly as an illegal or corrupt practice, asan inducement or reward for the award or in execution of this contract constitutes grounds forterminating the Consultants obligation to Provide the Services or taking any other action asappropriate against the Consultant (including civil or criminal action).

Z4.2 The Employer may terminate the Consultants obligation to Provide the Services if the

Consultant (or any member of the Consultantwhere the Consultantconstitutes a joint venture,consortium or other unincorporated grouping of two or more persons or organisations) is foundguilty by a competent court, administrative or regulatory body of participating in illegal or corruptpractices.

Such practices include making of offers, payments, considerations, or benefits of any kind orotherwise, whether in connection with any procurement process or contract with the Employerorother people or organisations and including in circumstances where the Consultant or any suchmember is removed from the an approved vendor data base of the Employeras a consequenceof such practice.


12/38


11

Z4.3 If the Employer terminates in terms of this clause, the procedures on termination are thosestated in core clause 91. The payment on termination includes a deduction of the forecast of theadditional cost to the Employer of completing the whole of the services in addition to theamounts due in terms of core clause 92.1.

Z5 Confidentiality

Z5.1 The Consultantdoes not disclose or make any information arising from or in connection with thiscontract available to Others. This undertaking does not, however, apply to information which atthe time of disclosure or thereafter, without default on the part of the Consultant, enters thepublic domain or to information which was already in the possession of the Consultant at thetime of disclosure (evidenced by written records in existence at that time). Should theConsultant disclose information to Others in terms of clause 23.1, the Consultantensures thatthe provisions of this clause are complied with by the recipient.

Z5.2 If the Consultant is uncertain about whether any such information is confidential, it is to beregarded as such until notified otherwise by the Employer.

Z5.3 In the event that the Consultantis, at any time, required by law to disclose any such informationwhich is required to be kept confidential, the Consultant, to the extent permitted by law prior todisclosure, notifies the Employerso that an appropriate protection order and/or any other actioncan be taken if possible, prior to any disclosure. In the event that such protective order is not, orcannot, be obtained, then the Consultantmay disclose that portion of the information which it isrequired to be disclosed by law and uses reasonable efforts to obtain assurances thatconfidential treatment will be afforded to the information so disclosed.

Z5.4 The taking of images (whether photographs, video footage or otherwise) of the Employersproject works or any portion thereof, in the course of Providing the Services and afterCompletion, requires the prior written consent of the Employer. All rights in and to all suchimages vests exclusively in the Employer.

Z6 Waiver and estoppel: Add to core clause 12.3:

Z6.1 Any extension, concession, waiver or relaxation of any action stated in this contract by theParties,or the Adjudicatordoes not constitute a waiver of rights, and does not give rise to anestoppel unless the Parties agree otherwise and confirm such agreement in writing.

Z7 Provision of a Tax Invoice and interest. Add to core clause 51

Z7.1 The Consultant(if registered in South Africa in terms of the companies Act) is required to complywith the requirements of the Value Added Tax Act, no 89 of 1991 (as amended) and to includethe Employers VAT number 4740101508 on each invoice he submits for payment.

Z8 Notifying compensation events

Z8.1 Delete from the last sentence in core clause 61.3, unless the Employershould have notified theevent to the Consultantbut did not.

Z9 Employerslimitation of liability

Z9.1 The Employers liability to the Consultant for the Consultants indirect or consequential loss islimited to R0.00 (zero Rand)


13/38


12

Z10Termination: Add to core clause 90.1, at the second main bullet point, fourth sub-bulletpoint, after the words "against it":

Z10.1 or had a judicial management order granted against it.

Z11 Delay damages: Addition to secondary Option X7 Delay damages (if applicable in thiscontract)

Z11.1 If the Consultantspayment of delay damages reaches the limits stated in this Contract Data forOption X7 or Options X5 and X7 used together, the Employermay terminate the Consultantsobligation to Provide the Services.

Z11.2 If the Employer terminates in terms of this clause, the procedures on termination are thosestated in core clause 91. The payment on termination includes a deduction of the forecast of theadditional cost to the Employer of completing the whole of the services in addition to theamounts due in terms of core clause 92.1.


14/38


13

Annexure A: Notes to Consultants

This is guidance to Consultants to assist their decision making about what cover to arrange in the insuranceto be provided by the Consultant. The guidance is not part of the contract and the Employer carries noliability for it.

1. For the purpose of works contracts, insurance provided by Eskom (the Employer) has been arranged onthe basis of project or contract value, where the value is the total of the Prices at Completion of thewhole of the works including VAT.

A project is a collection of contracts or work packages to be undertaken as part of a single identifiedcapital expansion or refurbishment of a particular asset or facility.

A contract is a single contract not linked to or being part of a project.

2. There are three main formats of cover and deductible structure; Format A, Format B and Format Dx.

Format Ais for a project or contract value less than or equal to R350M ( three hundred and fifty million Rand)inclusive of VAT.

Format Bis for a project or contract value greater than R350M. (three hundred and fifty million Rand) inclusiveof VAT.

In the case of contracts / packages within a project:

For a contract / package of R50M which is part of a R400M project, Format B will apply

For a contract / package of R250M which is part of a R6 billion project, Format B will apply;

For a contract / package of R120M which is part of a R350M project Format A will apply;

For a contract which is not part of a project the same limits apply:

For a contract of R50M, Format A will apply

For a contract of R355M, Format B will apply.

Format Dx applies only to Distribution Division projects and contracts. If a Distribution Division project orcontract exceeds the Format A limit, the Eskom Insurance Management Services [EIMS] need to becontacted for advice on how to formulate the insurance cover. Cover and deductibles for DistributionDivision are per the relevant policy available on the internet web link given below.

Format A generally applies to Transmission Division projects and contracts. If a TransmissionDivision project or contract exceeds the Format A limit, the Eskom Insurance Management Services[EIMS] need to be contacted for advice on how to formulate the insurance cover.

3. Further information and full details of all Eskom provided policies and procedures may beobtained from:

http://www.eskom.co.za/live/content.php?Item_ID=9248

4. The Insurance which the Consultantis to provide against his liability for claims made against him arisingout of his failure to use reasonable skill and care (first row in the Insurance Table of clause 81.1 in thePSC3) should also indemnify the Consultantfor those sums which he could become legally liable to payas damages arising from any claim first made against him and reported to Insurers some time afterCompletion of the whole of the services. Hence the Consultantneeds to ensure that his cover is inplace at least until all his liabilities under the contract have expired. Such claims could arise out of anynegligent act, error or omission committed or alleged to have been committed by the Consultantin theconduct of professional services in connection with the contract.


15/38


14

Annexure B: The Employers Panel of Adjudicators

The following persons listed in alphabetical order of their surname have indicated their willingness to beincluded in the Eskom Panel of Adjudicators. Their CVs may be obtained by using the contact detailsprovided.

Name Location Contact details (phone & e mail)

Nigel ANDREWS Gauteng +27 11 [email protected]

Andrew BAIRD Gauteng +27 11 803 [email protected]

Christopher BINNINGTON Gauteng +27 11 [email protected]

Peter HIGGINS UK +44 1293 873 [email protected]

Bruce LEECH Gauteng +27 11 290 [email protected]

Nigel NILEN Gauteng +27 11 465 3601;[email protected]

Robert St. LEGER Cape Town +27 21 794 [email protected]

Peter THURLOW Gauteng +27 11 787 [email protected]

Information about the Panel and appointment of the selected Adjudicatoris available from EskomSupply Chain Operations management, by contacting Marika Scott on 011 800 3709 or[[email protected]]


16/38

ESKIM HOLDINGS LIMITED CONTRACT NUMBER ____________PROJECT AND CONTRACT TITLE

15

C1.2 Contract Data

Part two - Data provided by the Consultant[Instructions to the tendering consultant: (delete these notes in the final draft of a contract)

1. The tendering consultant is advised to read both the NEC3 Professional Services Contract (June2005) and the relevant parts of its Guidance Notes (PSC3-GN)

2in order to understand the

implications of this Data which the tenderer is required to complete. An example of the completedData is provided on pages 146 to 150 of the PSC3 Guidance Notes. The number of the clause inthe PSC3 which requires the data is shown in the left hand column for each statement however otherclauses may also use the same data.

2. Whenever a cell is shaded in the left hand column it denotes this data is optional and would berequired in relation to the option selected. The Employershould already have made the selectionand deleted the rows not required.

Completion of the data in full, according to Options chosen, is essential to create a complete contract.

Clause Statement Data

10.1 The Consultantis (Name):

Address

Tel No.

Fax No.

22.1 The Consultantskey persons are:

1 Name:

Job:

Responsibilities:

Qualifications:

Experience:

2 Name:

Job

Responsibilities:

Qualifications:

Experience:

Info. CV's (and further key persons data includingCVs) are appended to Tender Scheduleentitled .

2Available from Engineering Contract Strategies Tel 011 803 3008 Fax 011 803 3009


17/38

ESKIM HOLDINGS LIMITED CONTRACT NUMBER ____________PROJECT AND CONTRACT TITLE

16

11.2(3) The completion datefor the whole of theservicesis

11.2(10) The following matters will be included inthe Risk Register

11.2(13) The staff ratesare: name/designation rate

Either complete here or cross refer to a schedulein Part C2.2

25.2 The Employerprovides access to thefollowing persons, places and things

access to access date

1

2

3

31.1 The programme identified in the ContractData is

50.3 The expensesstated by the Consultantare

item amount

G Term contract

11.2(25) The task scheduleis in


18/38

EMPLOYER NAME CONTRACT NO. _________PROJECT AND CONTRACT TITLE

17

PART 2: PRICING DATAPSC3 Option A

Documentreference

Title

C2.1 Pricing instructions: Option A

C2.2 The activity schedule.


19/38


17

C2.1 Pricing instructions: Option A

1. The conditions of contract

1.1 How work is priced and assessed for payment

Clause 11 in NEC3 Professional Services Contract, June 2005 (PSC3) Option A states:

Identified anddefined terms

1111.2 (14) The Activity Schedule is the activity scheduleunless later changed in

accordance with this contract.

(15) The Price for Services Provided to Date is the total of the Prices for theactivities which have been completed. A completed activity is one which iswithout Defects which would delay immediately following work.

(18) The Prices are the lump sum prices for each of the activities on theActivity Schedule unless later changed in accordance with this contract.

This confirms that Option A is a lump sum form of contract where the work is broken down into activities,each of which is priced by the tendering consultant as a lump sum. Only completed activities are assessedfor payment at each assessment date; no part payment is made if the activity is not completed by theassessment date.

Function of the Activity Schedule

Clause 53.1 in Option A states: Information in the Activity Schedule is not Scope. This confirms thatinstructions to do work or how it is to be done are not included in the Activity Schedule but in the Scope.This is further confirmed by Clause 21.1 which states, The ConsultantProvides the Services in accordancewith the Scope. Hence the Consultant does not Provide the Services in accordance with the ActivitySchedule. The Activity Schedule is only a pricing document.

Link to the programme

Clause 31.4 states that The Consultantprovides information which shows how each activity on the ActivitySchedule relates to the operations on each programme which he submits for acceptance. Hence whencompiling the activity schedule, the tendering consultant needs to show each activity on the programme he

submits with his tender.

Preparing the activity schedule

The tendering consultant prepares the activity schedule and should study the PSC3 Guidance Notespages 2 and 24 before doing so. The Employermay have instructed the tendering consultant to includeparticular activities which he has specified and requires the Consultant to identify them in his activityschedule.

1 Generally it is the Consultantwho prepares the Activity Schedule as part of his tender by breakingdown the work described within the Scope into suitable activities which can be well defined, priced as alump sum and shown on the programme. The Employer, in his Conditions of Tender or in a TenderSchedule, may have listed some items that he requires the Consultantto include in his activity schedule

and be priced accordingly.


20/38


19

The Prices are defined in clause 11.2(18) as the lump sum for each activity in the activity schedule and thePrice for Services Provided to Date (PSPD) (the amount due to the Consultant) is defined inFrom Option G: Term contract

2 clause 11.2(15) as the total of the Prices for each activity that has been completed. Hence activities inthe activity schedule should be structured so as to provide an acceptable monthly cash flow as they are

only assessed for payment on the assessment date if they have been completed.

3 As the Consultanthas an obligation to correct Defects (core clause 41) the lump sum Prices must alsoinclude for the correction of Defects except if the Defect is one for which the Consultantis not liable whichis compensation event 60.1(12).

4 If the Consultanthas decided not to identify a particular activity, the cost to the Consultantof doing thework must be included in, or spread across, the other Prices in order to fulfil the obligation to complete theservicesfor the tendered total of the Prices.

5 There is no adjustment to the lump sum activity schedule price if the amount, or quantity, of workwithin that activity later turns out to be different to that which the Consultantestimated at time of tender.The only basis for a change to the Prices is as a result of a compensation event. See Clause 60.1.

6 Hence the Prices tendered by the Consultant in the activity schedule are inclusive of everythingnecessary and incidental to Providing the Services in accordance with the Scope, as it was at the time oftender, as well as correct any Defects except those for which he is not liable.

7 However, the Consultantdoes not have to allow in his Prices for matters that may arise as a result of acompensation event.

Expenses

Expensesare not included in the activity schedule items and are assessed separately at each assessmentdate.

Expensesassociated with employing a staff member in Providing the Services are listed separately eitherby the Employer in Contract Data provided by the Employer or by the Consultant in Contract Dataprovided by the Consultant. As only the expenseslisted may be claimed by the Consultant, all other costto the Consultantassociated with Providing the Services must be included within the activity schedule orstaff rates.

Rate adjustment for inflation of expensesis explained on page 13 of the Guidance Notes.

Staff rates

When a compensation event occurs changes to the affected Activity Schedule item or new priced items inthe Activity Schedule are assessed as the actual Time Charge for work already done and the forecast TimeCharge for work not yet done. (See clause 63.1 and 63.14 in Option A)

The Time Charge is the sum of the products of each of the staff ratesmultiplied by the total staff timeappropriate to that rate properly spent on work in this contract. (Clause 11.2(13))

Tendering consultants are advised to consult the NEC3 Professional Services Contract (June 2005)Guidance Notes and Flow Charts page 28 before entering staff rates into Contract Data, or in C2.2 below.

This is because staff ratescan be established in one of three ways:

rates for named staff,

rates for categories of staff or

rates related to salaries paid to staff.

Rate adjustment for inflation, if necessary, can be based either on actual salary adjustments or by usingOption X1: Price adjustment for inflation. See pages 13, 14 and 28 of the Guidance Notes.


21/38

EMPLOYER NAME CONTRACT NOPROJECT AND CONTRACT TITLE

20

C2.2 the activity schedule

Table1: Rates based itemsNo. Items Frequency Resources

1 The training to Koeberg Employee Ad-hoc basis Marine Specialist2 Provide ad-hoc consulting services in response to specific

marine engineering issues[ e.g. Perform evaluation andanalysis of the structural integrity of the marine structures(i.e. breakwaters, later-arm, out-fall structures) fromsurveys]

Ad-hoc Marine SpecialistSenior EngineerEngineerSenior TechnicianTechnicianGeneral workerDiver (include supervisor)

3 Provision of ad-hoc service that requires a sea-going boatand diving

Ad-hoc Complete service (e.g. includeslaunching, skipper, boat, trailer,tow vehicle, fuel, etc)

Table 2: fixed items (lump sum basis)No. Items Frequency

1 Retrieve marine samples at Melkbos On a two monthly basis2 Retrieve marine samples at Springfontein Quarterly3 Retrieve marine samples at Robben Island Quarterly4 Retrieve marine samples at Dassen Island Quarterly5 Deploy and retrieve temperature recorders at Melkbos and

round head of the southern breakwaterTwo monthly basis

6 Perform photographic surveys of the dolosse above and belowwater level on the external face of the North and Southbreakwaters

Every 5 years or in a years where damage tothe breakwater is observed and/or aparticular large storm event has occurred

7 Perform levelling surveys of the breakwaters Annually8 Perform crack monitoring of the breakwaters Annually

9 Conduct aerial survey of the Coastline from Melkbos toSpringfontein

Annually

10 Perform beach profile survey Annually

11 Monitor tidal levels and long waves Annually12 Conduct visual inspection of the marine structures Every after 2 years13 Conduct underwater inspection Outages

14 Perform maintenance diving(119,219,120,220,121,221) Outages15 Perform bathymetric surveys of the intake basin (inner basin) Quarterly

16 Perform bathymetric surveys beyond the cooling water intakebasin(coastal survey)

Twice a year (every after six months)

17 Provide an overview of coastal engineering, marine structuresstatus, monitoring and activities carried out

Annually

18Provide assistance with the deployment and recovery of the oilboom. Exercises are to be conducted at a minimum of twice ayear in order to ensure emergency preparedness for oil spillevents. In an emergency a minimum response period (from

notification to boat in the water) of two hours is required.

twice a year

Table 3: Rates based per mNo. Items Frequency

1 Perform maintenance dredging in front of the SEC andCRF pump stations (119,219,120,220,121 and 221)

Outages

CONSULTANT:

........................................................PRINT NAME

..............................................................SIGNATURE

..................................................DATE


22/38

ESKOM HOLDINGS LIMITED CONTRACT NUMBER _____________PROJECT OR CONTRACT TITLE

21

PART 3: SCOPE OF WORK

Documentreference

Title No ofpages

This cover pageC3.1 Employers Scope

C3.2 ConsultantsScope

Total number of pages


23/38


26

C3.1: EMPLOYERS SCOPE

1. Description of the services

1.1 Employers Objective

The objective is to provide KNPS with a coastal engineering overview as well as servicesassociated with the marine structures in the Intake Basin and the Outfall. This is to providevaluable monitoring, oversight and maintenance service to various departments which includeChemistry, Engineering, Maintenance and Environmental Assurance in order to maintain acontinuous flow of water into the SEC( Essential Cooling Water) and CRF (Main Cooling watersystem) pumphouses of the CWIB.

1.2 Scope of work

The activities to be provided by the Service Provider are listed below: The training on ad-hoc

basis (as part of the skills transfer plan)

1.2.1 Chemistry

Retrieve marine samples from Melkbos (on a two monthly basis), Springfontein,Robben Island and Dassen Island (on a three monthly basis) in order to quantify theimpact of the KNPS operations on the marine ecological environment.

1.2.3 Environmental

Deploy and retrieve temperature recorders at Melkbos and the round head of thesouthern breakwater on a two monthly basis. The reasons for monitoring seatemperatures are:

To evaluate the possible impact of hot water discharge from the power station onthe marine ecological environment.

To ensure that the heated water effluent does not leak through the mainbreakwater (comparison of seawater temperatures at intake and outfall) foroverall operations control of the temperature regime of the entire cooling watersystem.

To provide updated information on extreme conditions, for safety and operatingrequirements.

Jellyfish monitoring as required or after sightings by public (when the need arises).The distance to be covered per survey will be as per instruction from Koeberg.

1.2.3 Design Engineering Provide annual overview of coastal engineering, marine structures status,

monitoring and activities carried out during that year

Perform the photographic surveys of the dollose on the breakwaters as needed butat least every five years and/or in years where damage to the breakwater isobserved and/or a particularly large storm event has occurred. The reason forsurvey is that breakwater damage is not always immediately obvious to casualinspection. Progressive settlement can occur over a long period before the effect isnoted. This trend ensures that preventative maintenance action is implementedbefore significant level of damage occurs.

Perform annual levelling of the breakwaters for inclusion into the Annual Marine

Data Report to ensure that the structures fulfil their function.


24/38


26

Perform annual crack monitoring/surveys of the breakwaters and results to beincluded into the Annual Marine Data Report to ensure that the structures fulfil theirfunction.

Provide ad-hoc consulting services and maintenance work in response to specificmarine engineering issues to be included in the Annual Marine Executive Report[e.g. Perform an evaluation and analysis of the structural integrity of the marine

structures (i.e. breakwaters, later-arm, out-fall structures) from surveys] Conduct an annual aerial survey of the coastline from Melkbos to Springfontein,

assess the condition, evaluate noticeable anomalies and provide photographicrecords. The purpose is for monitoring of possible long term erosion/accretion ofadjacent beaches. The results of the survey are to be included in the KNPS AnnualMarine Data Report

Perform an annual visual inspection of the marine structures in order to assess thestructural integrity and state of reinforced concrete and provide repair strategies.The results of the survey are to be included in the KNPS Annual Marine DataReport.

Perform underwater inspection to civil marine structures during outages in order toassess the structural integrity and state of reinforced concrete and establish repairstrategies. Compile outage report.

Perform underwater inspection to civil marine structures during outages in order toassess the structural integrity and state of reinforced concrete and establish repairstrategies. Compile outage report.

Monitor tidal level and long waves (measure, maintain data base for a data trendingand analysis of results and generate a report) in order to operate the intake pumpssafely, specifically wrt minimum water level. The intake pumps are designed tooperate safely at minimum water level of -1.75m MSL.

Perform beach profile survey (monitor the beach profiles along the same profilepositions measured between 1970 and 1983 for the Koeberg site investigation) in

order to create a directly comparable data base of beach levels since the 1970s in aquarterly basis. The purpose is for monitoring possible long term erosion/accretionof adjacent beaches:

In case of Eskom being blamed by other parties of changes to the adjacentbeaches the validity of such claims can be evaluated

Preventative action where necessary on time.

1.2.4 Maintenance

Perform maintenance diving (i.e. removal of marine growth for the installation andremoval of SEC and CRF intake stop-gates, inspection of chlorination diffusers)during outages 119 (Feb 2012), 219 (Sep 2012), 120 (Aug 2013), 220 (March 2014),121 (Jan 2015), 221 (Aug 2015) and 122 (Feb 2016). These activities include thefollowing:

Clean stopgate guide rails on seawater cooling pump intakes prior toinstallation of stopgates

Clear marine growth from floor of the seawater cooling intake pits toaccommodate installation of stopgates

Assist with installation of stopgates

Perform inspection of stopgate seals and valves after installation

Install jacks at top of stopgates to assist sealing if required

Perform caulking of stopgates after sump has been drained Assist with installation of de-watering pumps into sumps


25/38


26

Remove sluice gates at side of drum screens

Inspect chlorine diffusers for blockages

Inspect and report on condition of underwater concrete for degradation

Check stainless steel stopgate sealing plates for damage or corrosion

Check / replace sacrificial anodes on conservation pump stopgates

Perform underwater video survey of the work area

Clean SEC intake floor and walls from seaside entrance to stopgates(material to be deposited in the dredged trench immediately seaward ofpumphouse)

Inspect and video outfall weir and remove all loose debris

Collect black mussel samples for the ESL at the seawater cooling pumpintakes

installation of CRF outfall stop gates

Perform maintenance/pumphouse dredging in front of the SEC and CRF pumpstations during outages 119, 219, 120, 220, 121, 221 and 122. The tasks includepumphouse dredging in and out survey, ad-hoc inspection of dredging progress,calculated dredged level.

Pumphouse dredging in-survey: The Contractors scope of work during thein-house dredging: The maximum dredgeable material volume during theoutages should be agreed with Maintenance.

Pumphouse dredging out-survey.The Contractors scope of work during thein-house dredging: The maximum dredgeable material volume during theoutages should be agreed with Maintenance.

Provide ad hoc service (manned boat, diving etc.).

Inspect chlorine diffusers situated inside the seawater filtration pits in theplant for blockages as requested by Maintenance Department.

Provide for a boat and crew as required to various departments in the eventthat the KNPS boat is not available

Perform periodical (minimum four times a year) bathymetric surveys of the intakebasin and evaluate the accretion of sand in the cooling water intake basin. Thereason is for the management of the following:

Sedimentation and dredging in the basin.

Dredging quantity calculations and used for payment of DredgingContractor.

Perform periodical (minimum twice a year) bathymetric surveys beyond the coolingwater intake basin. The reasons are for management of the dredged spoil sand (toassist with decision-making wrt where to discharge dredged sand) with the leastimpact on environment and assess damage to breakwaters.

Provide assistance with the deployment and recovery of the oil boom. Exercises areto be conducted at a minimum of twice a year in order to ensure emergencypreparedness for oil spill events. In an emergency a minimum response period(from notification to boat in the water) of two hours is required.


26/38


26

1.3 DELIVERABLES

Marine samples and sea temperature data recorders

Marine samples (crayfish, abalone, black mussels, lobsters, line fish etc) are to beextracted and delivered to the Environmental Services Laboratory (ESL) at KNPS. The

samples are to be taken in the sea preferably at the bottom or around the reef. Sea temperature data is to be downloaded, evaluated, compared to previous data and

included in the Annual Marine Data Report

Overview of marine structures

Compile and provide Annual Marine Executive Report and provide KNPS with hard andelectronic copies.

Attend and provide inputs to the quarterly co-ordination meetings

Provide inputs to all relevant procedures in all levels and designs

Compile civil maintenance repair procedures, specifications, feasibility studies whenrequired by Employer and provide the Employers Agent with hard and electronic copies.

Breakwater inspections

Provide photographs of the dolosse which show the areas where damages or breakagesoccur

Compile Annual Marine Data Report and provide KNPS with hard and electronic copies

Include the crack and levelling survey results in the Annual Marine Data Report

A copy of the Breakwater Stability Monitoring and inspection reports to be forwarded tothe Employers Agent with original photographs.

Aerial survey of the coastline

Copies of the photographs are to be retained by Consultant for future reference

Original photographs are to be supplied to the Employers Agent

Bathymetric surveys of the inner basin and coastal

Hard and electronic copies of the contour plot, graphs, accretion volumes showing all thecalculations of the bathymetric surveys are to be forwarded to the Employers Agent

Tidal level and long waves

Recorded data is to be downloaded and included in the Annual Marine Data Report.

Beach profile survey

Provide the report to Employers Agent and also includes in the Annual Marine DataReport

Maintenance diving

Provide the Outage report to the Employers Agent

Maintenance dredging in front of the SEC and CRF pump stations

Provide data calculations and report to Employers Agent.

Note: All reports to be submitted with original photographs


27/38


26

2. Specification

The Marine structures comprises of the Cooling Water Intake Basin and Outfall structures.

2.1 Cooling Water Intake basin:

The Cooling Water Intake Basin has 26.5 ha. The inner basin is the zone between the lateral arm and

pump houses. The inner basin is designed to act as a stilling basin to allow sediments stirred up inopen sea conditions to settle before water is drawn into the pump house intakes. Sediment that settlesout in the inner basin therefore has to be removed regularly by maintenance dredging. On completionof construction of the breakwaters the inner basin area was dredged generally to a depth of -6m MSLand directly in front of the pump house to -7.5m MSL. The side slopes of the excavated basin arerevetted with rock.

The Cooling Water Intake Basin consists of the following:

North and South Breakwaters

Lateral arm

Dollose

Boat ramp/jetty

Dredged inner basin Maintenance dredging area

2.2 Outfall structure:

Outfall structure is 2.0 ha. The outfall structure controls the discharge of cooling water back to the sea,to promote mixing and maximum cooling, minimum impact on the coastline and adjacent structure andprotection of the upstream structures from wave attack.

Outfall structure consists of the following:

Outfall Channel

Wave Energy dissipater

Rock revetments

The reinforced concrete weir structure and reinforced concrete sheet pile channel.

The spoil from the maintenance dredging is discharged to the beach south and north of the basin, thearea are 54.8 ha north and 59.4 ha south of breakwaters.

2.3 Specifications and data item descriptions:

DSG 310-087: Quality requirements for the procurement of assets, goods and servicesKGA-073: SHE Specification guideKAA-501: Project Engineering Process for Koeberg Nuclear Power Station modificationsKAA-502: Project Management process for new facilities and changes to existing facilities at KoebergNuclear Power StationKAA-815: Design changes to plant, plant structures or operating parametersKAA-709: Process for performing safety justificationKGA-018:Safety Case PreparationKGA-025:Screening and Safety evaluation guideKGA-029: Safety Justification Preparations

3. Constraints on how the ConsultantProvides the Services.

3.1 Management meetings

Quarterly (4 times a year) meeting is scheduled for 1 hour at the Employers property. Thepurpose of the meeting is to:

Discussion of the overall co-ordination, other matters of a general nature, early warnings and

any savings. (Designed to pro actively and jointly manage the administration of the contractwith the objective of minimising the adverse effects of risks and surprises for both Parties).


28/38


26

Discuss all the activities scheduled for the next quarter

Six monthly (twice in a month) meeting with Senior Managers is scheduled for 1 hour at theEmployers property:

The purpose of the meeting:

Discussion will be focusing on the items coming from the executive marine report and thosethat need management attention and focus.

Ad-hoc meeting (as required by the Employer and with the authorisation from the EmployersAgent)

Discussion on an overall specialist activities as may required

Records of these meetings shall be submitted to the Employers Agent by the personconvening the meeting within five days of the meeting.

All meetings shall be recorded using minutes or a register prepared and circulated by the personwho convened the meeting. Such minutes or register shall not be used for the purpose ofconfirming actions or instructions under the Contract as these shall be done separately by theperson identified in the conditions of contractto carry out such actions or instructions.

3.2 Consultants key persons

The Consultantsubmits the relevant qualification and experience of a proposed replacementto the Employer for acceptance- including a list of similar projects demonstrating his/hercompetency and experience and organisational structure/ organogramme showing his/herlines of authority/communication. The Employer reserves the right to examine thecertification.

The Employer may, having stated, instruct the Consultant to remove a key person. TheConsultantthen arranges that, after one day, the key person has no further connection withthe work included in this contract.

The Consultant shall provide orientation and technical training for all key personnel inaccordance with the requirements of the Employers Radiological Safety Regulations, theEmployers Industrial Safety Programme and, in general, the whole framework of plant rulesand regulations which may be in force at the Employers site from time to time, which isavailable on request.

The Consultant ensures that all key personnel assigned to the work in terms of the contractmeet the requirements of the Employers security and medical qualifications as well astraining and experience generally required by similar utilities elsewhere in respect of similarwork. Where required, these staff members shall also meet such requirements as theNational Nuclear Regulator may stipulate from time to time.

All Radiation workers shall comply with such radiation protection standards as may berequired by the Employer.

3.3 Provision of bonds and guarantees

The form in which a bond or guarantee required by the conditions of contract(if any) is to beprovided by the Consultant is given in Part 1 Agreements and Contract Data, document

C1.3, Sureties.

The Employer may withhold payment of amounts due to the Consultant until the bond orguarantee required in terms of this contract has been received and accepted by the personnotified to the Consultant by the Employers Agent to receive and accept such bond orguarantee. Such withholding of payment due to the Consultant does not affect theEmployers right to termination stated in this contract.

3.4 Documentation control and retention

3.4.1 Identification and communication

All reports and documents supplied to Employer shall be in a hard copy andelectronic format and is on Microsoft format (i.e. Word, Excel, and the like)( All the


29/38


27

marine data including samples, temperature recorders, survey results, originalphotographs, contours plotted and volumes calculated must be forwarded toEmployers Agent).

Electronic copies of text files shall be in .doc and drawings in .dgn format. Alldrawings and documents compiled for the services are sized to metric paper sizestandards (A4, A3 etc).

Every documents must have a title, reference number, date and revision number.

The Consultanthandles all formal communication between the Consultantand theEmployer through the Employers Agent or other person delegated in writing by theEmployer.

The Consultantconducts informal day-to-day oral communications with others asnecessary for the purpose of Providing the Services.

The Consultant maintains up to date record of the receipt and submission of allcommunication related to Providing the Services.

3.4.2 Invoicing and payment

The Consultant ensures that the requirement in terms of Section 20(4) of theValue Added Tax Act, No. 89 of 1991 (as amended by the Revenue LawsAmendment Act 45 of 2003), that the VAT registration number of the recipient ofthe tax invoice, appears on the said tax invoice in order for the invoice to fullycomply with the requirements of a valid invoice for VAT purposes as contained inthe said Section20(4), is adhered to. The Employer requires adherence by theConsultant to this requirement, applicable from 1 June 2004. No payment will bemade on tax invoices not fully meeting the requirement.

The following details shall be shown on or attached to each Invoice to show howthe amount due has been assessed:

The Consultantshall address the tax invoice to:

Eskom Holdings LimitedPrivate Bag X10KernkragRepublic of South Africa7441

Eskom Holdings LimitedR27 Off West Coast Road

or Western CapeRepublic of South Africa744

Attention: Financial Accounting (AP) and include on it the following information:

a. Name and address of the Consultantand the Employers Agent;b. The contract number and title;c. ConsultantsVAT registration number;d. The Employers VAT registration number 4740101508;e. Total amount invoiced excluding VAT, the VAT and the invoiced amount including

VAT;f. The date of the invoiceg. An Invoice numberh. Reference to Contract and/or Task Order/Purchase Order numberi. A descriptive title of the service covered by the invoice and/or the Contracts

Assessment numberj. A copy of the Assessment Certificate/ Signed Task instruction

To enable payment against each applicable Task Order the Employers Agent andthe Consultant signs next to each line acceptance of the service, materials or


30/38


28

goods delivered on the applicable SAP generated Task Order. The signed copy ofthis SAP-generated Task Order is forwarded (faxed or hand delivered) to theContracts Administration Section on site at +27 21 550 5298/9.

The original invoices will go directly to Financial Accounting (AP) group. Thepayment period will start from the date and time at which the invoice and allrelevant documentation were received at this office.

3.4.3 Contract change management

This section deals with additional requirements to the compensation event clausesin section 6 of the core clauses which are:

The Employer provides the Consultant with the signed PSC event register formnotifying the compensation event. The Consultant signs the form and returns to the

Employer. The Employer manages it via a SAP-45 document number.

3.4.4 Inclusions in the programme

The programme shows all the information required by Clause 31.2.

The programme incorporates the services and work (programme) of the Sub-consultants,the Employer and Others. The interfaces between Sub-consultants as well as theinterfaces between Sub-consultants and the Consultantare clearly identified.

Every programme has a revision number.

The Consultantsubmits programme in a computerised planning package in MS project.

The Consultant prepares and submits at the stated intervals, all programmingdocumentation, the layout and level of detail of which is subject to the Employers Agentacceptance.

The Consultant makes allowance for incorporation of Employer acceptance reviewcomments for documents delivered to the Employers Agent for Employers acceptance.

4. Quality management

4.1 System requirements

Clause 40.1 requires that the Consultantoperate a quality management system as statedin the Scope.

Additional requirements:

The Consultant provides the services, and as the work described in the Scope isclassified as a Q3 service, under plan and the requirements shall be as defined in DSG-

318-087:Quality requirements for the procurement of assets, goods and services (Refersto Appendix A).

4.2 Information in the quality plan

Clause 40.2 requires that the Consultant provide a quality policy statement and qualityplan which complies with requirements stated in the Scope.

Additional requirements:

The Consultant shall provide the quality policy statement and quality plan which willinclude the requirements in accordance with DSG-318-087 Quality requirements for theprocurement of assets, goods and services.


31/38


29

5. The Parties use of material provided by the Consultant

5.1 Employers purpose for the material

Clause 70.1 states that the Employer has the right to use the material provided by theConsultantfor the purpose stated in the Scope.

The Employerowns the rights and uses all documents and data for the sole purpose of allits needs.

The Employer may submit, without restriction, all documentation to: The South African National Nuclear Regulator, or its nominated third party, for

information and licensing purposes. The Consultant is informed in writing, by theEmployers Agent, if the NNR makes use of a third party for review.

Others employed by the Employer and who have duly signed a confidentialityagreement with the Employer.

The Consultant may not use any material provided by the Employer and/or Others for anyother purpose than to Provide the Services. The Consultantmay not copy and thereforenot retain copies of any such material.

5.2 Restrictions on the Consultants use of the material for other work

The Consultanthas no authority to undertake work or expense without authorisation from theEmployers Agent.

6. Confidentiality and publicity

The exchange between the parties or the disclosure to third parties of information shall be subject tothe Nuclear Energy Act 92 of 1982, the National Key Points Act 102 of 1980 and the Protection ofInformation Act 84 of 1982.

The Consultantagrees that neither the Consultantnor its Employees, Agents or Sub-Suppliers willmake any public statements or release to any third party any information concerning theperformance of any Task without first obtaining the written approval from the Employer which shallnot unreasonably be withheld. Request to release information shall be co-ordinated through the

designated Employers Procurement Manager or the Employers Power Station Manager or asotherwise specified in the ICW. The Consultantshall notify its Employees, Agents and Sub-Suppliersof this restriction.

7. Management of work done by Task Order

A SAP task order, together with an instruction from Employerto perform a task, is the Employersnotice to the Consultantto carry out a task.

The Consultant does not perform any work without a SAP task order accompanying theEmployers instruction to perform a task.

The Consultant performing work without a SAP task order is done at the risk of non-payment bythe Employer.

The Employermay not issue a SAP task order after the completion date. To enable payment against each applicable Task Order the Employers Agent and the Consultant

signs next to each line acceptance of the service, materials or goods delivered on the applicableSAP generated Task Order. The signed copy of this SAP-generated Task Order is forwarded(faxed or hand delivered) to the Contracts Administration Section on site at +27 21 550 5298/9.

8. Health and safety

Clause 25.4 states that the Consultantacts in accordance with the health and safety requirementsstated in the Scope.

The Consultant shall at all times comply with the health and safety requirements prescribed bylaw as they may apply to the services.

A health and safety plan is submitted to the Employerfor review and acceptance one week afterthe Contract date but in any event prior to the commencement of any work on site.


32/38


31

The Consultant complies with the Employers SHE management system, Policy, standard andspecification (Eskom level 1 Construction Safety, Health and Environment Procedure-reference32-136 and must request it from the Employers Agent on site establishment.

The Consultantshall carry all work in accordance with all relevant safety laws and procedures.

The Consultant shall supplies Personal Protective Equipment (PPE) for his Employees. A hardhat, safety boots, ear plugs and safety glasses are mandatory safety equipment at the site.

The Consultantprovides the Employers Agent with the following before work commence:a. Health and Safety planb. Letters of appointmentc. Risk assessments of the tasksd. Copy of the letter of notificatione. Some other documents requested by the Employer to perform the tasks.

Environment (as applicable)

The Consultant ensures that all goods, services and works supplied in terms of this contract conformto all applicable environmental legislation and to the Employers environmental specifications.

9. Procurement

9.1 Other constraints

The Consultantassigns suitably qualified personnel, where indicated by the Employerwho areprofessionally registered with Engineering Council of South Africa (ECSA). The Consultantis toensure that registration remains active for the contract duration.

The Consultantpersonnel must be able to communicate in English.

9.2 Preferred sub-Consultants

The Consultantassigns suitably qualified personnel, where indicated by the Employer who areprofessionally registered with Engineering Council of South Africa (ECSA). The Consultantis toensure that registration remains active for the contract duration.

The Consultantappoints the sub-consultant to perform the work shall be competent in the field

for which they are appointed and has resources to carry out the work in a safe and healthymanner.

The Consultant must personally verify and ensure that only a skilled and properly authorisedspecialist is supplied to the Employer. The Employer reserves the right to examine thecertification of appointed personnel/or sub-contractor.

All staff must be able to communicate in English.

9.3 Subcontract documentation, and assessment of subcontract tenders

Addition to Clause 24:

The Consultant shall supply the applicable the Employers SHE specification to thesubcontractors.

The Employer ensures that the Consultant audit their subcontractors on their compliance with

the approved SHE plan as per the requirements of the SHE file. The Consultantshall apply in accordance with SHE Specification Guideline.

9.4 Limitations on subcontracting

The Consultantassigns suitably qualified personnel, where indicated by the Employer who areprofessionally registered with Engineering Council of South Africa (ECSA). The Consultantis toensure that registration remains active for the contract duration

The Consultantappoints the sub-consultant to perform the work shall be competent in the fieldfor which they are appointed and has resources to carry out the work in a safe and healthymanner.

The Consultantmust personally verify and ensure that only a skilled and properly authorisedspecialist is supplied to the Employer. The Employer reserves the right to examine the

certification of appointed personnel/or sub-contractor. All staff must be able to communicate in English


33/38


32

10. Working on the Employers property

Employers entry and security control, permits, and site regulations

10.1 Location of the site:

The site is located north of Melkbosstrand in the South Western Cape and is reached viathe main road from the Cape Town to Saldanha (R27). The turn off to site is indicated onthe R27. The site is approximately 30km north of Cape Town and the approximate co-ordinates o the site are 33 40.7S and 18 26.1E.

After the turn off, the access route follows the main access road to the site. Securityaccess is through Access Control Points 1 and 2.

10.2 Access requirements

All personnel must have a valid identification document (green identity document) orpassport. Cas a Temporary worker (Fitness for Duty). Allow 14 days for clearance. Untilclearance is obtained, the personnel are allowed on site as a visitor. Visitors are not

allowed to perform any intrusive work. Security clearance or refusal thereof, will notconstitute a compensation event.

On a daily routine all personnel will access and leave the Site via the security controlledaccess point, where all are subjected to security screening procedures.

Application to a temporary worker permit will require the following:

1. Security Permit Application

2. List of Training completed

3. Screening form

4. Copy of relevant Task Order (SAP-generated Purchase Order) should any of theConsultants employees have completed any of the necessary training previously, these

records can be obtained from the Employer.Contact +27 21 550 4764. The Employer hasa database, which makes available all the training records of individuals whom havepreviously worked at the Employers site. Access to this database will be provided to theConsultanton contract award for future use.

10.3 Security check point

Prior to access to site, the Consultantpasses through various security check points, viz.Entrance at the R27 access gate, entrance at the Duynefontein entrance and at ACP-1. Alltemporary worker/visitor permits are issued at ACP-1. When Consultantis the possessionof a permit, the last entrance is ACP-2.

10.4 Vehicles and Tools/Equipment (as applicable)

All tools and equipment are subject to a security screening before they are allowed on theSite. All tools and equipment must be listed and specified before they are brought on Site.This list will serve as evidence for removal permits. Vehicles will only be allowed on Site,if proof is provided to the Employer that there is a requirement, that such a vehicle isnecessary to complete the Works.

10.5 General Employment Training (Mandatory)-PAT

All the Consultantperforming tasks to complete the works shall attend once off, GeneralEmployment Training course for approximately one day. This course is scheduled onMondays and Employers representative on receipt of a five-day notification will arrangeattendance by the Consultant.


34/38


32

10.6 Security

All radiation workers shall prior to them being allowed to commence work in terms of thecontact have satisfactory passed the security screening by the Consultantin terms of the

Consultants own security regulations and the Consultants conditions of employment. All the Consultants personnel shall be subject and conform to the Employers and, to the

Employers Nuclear Power Stations security system and processes.

If requested by the Employer, the Consultant shall furnish the Employerwith curriculumvitae, security records, police clearance and credit checks, and where applicable, medicalrecords and radiation exposures histories of all personnel.

A valid SA Identity document or a valid passport in respect of foreign nationals will berequired for a security permit to gain access to the Employers premises.

The violation of any security measures will result in the withdrawal of access permits.

The Consultant shall remain responsible for the retrieval and return of all Employerssecurity permits upon expiry of the contract or task order. A cost of R50 per permit will belevied on the Consultant, should the permits not be returned after the termination of thecontract period.

The Consultant shall ensure that all employees complete an exit process on the final dayof employment.

10.7 Permit To Work (as applicable)

All work performed is governed by the Employers PTW system and no work is allowedwithout this authorisation.

10.8 Emergency Mustering and Accountability and Evacuation

Due to the nature of the site it is a requirement to have full accountability of all thepersonnel at all times. It is therefore required that the Consultant has and maintains a

current status accountability list of all his personnel on site. The accountability list ishanded to the Employereach time a change occurs.

The Consultantensures that his site supervisor takes full responsibility of this requirementand that he and his personnel are fully conversant with the mustering requirements asdetailed in procedure KAA-611 that can be obtained from the documentation group onsite.

10.9 Instruction to commence work (ICW)

The work will be provided under an instruction to commence work issued by the Employerto the Consultant.The Employerwill use of a SAP Purchase Order and a NEC task orderform to issue a

ICW. Each ICW will be performed under a separate Purchase Order/Task Order issued in

accordance with the following procedures: The Employer will provide the Consultant with an outline of the works required in the

request for quotation (RFQ).

The Consultant shall submit a written proposal within the period requested by theEmployer, which shall includes:

1. A detailed description of the approach the Consultant propose to follow inperforming the works

2. An estimate of the number of man-hours, equipment, materials, tools, thingsrequired to perform the works.

3. A schedule including milestones for completing works.4. An estimate of the cost involved and/or a lump sum where applicable5. The proposed organisation of the Consultants personnel, identifying the key

personnel that would be assigned to the task


35/38


34

If the Employer elects to accept the Consultants proposal, the Employershall issue anICW.

Alternative, the Employermay issue an ICW or a revision thereof without first seeking aproposal from the Consultant.

The Task Order will include the following information:1. A description of the works

2. Purchase Order number (SAP 4500)3. Special terms and conditions that may be applicable4. Any specifications and drawings that may be applicable5. The Employers employee who will be the contact person for all the matters

concerning the ICW, including technical direction.6. The contract number allocated to the contract.

Unless the Consultantnotifies the Employer in writing within the period for reply, after thereceipt of an ICW or any revision concerning same, that there is an aspect which isunclear, incorrect or unacceptable, the Consultant shall be considered to have acceptedall the terms of the ICW as issued.

Any ICW that is not signed by the duly authorised Employee of the Employer shall bevoid and of no effect, and the Consultantshall not compensated for any work performedpursuant to such ICW

10.10 Facilities

The Consultant is liable for any damage incurred to the Employers facility during theperiod of occupation.

The Consultant submits a facilities checklist to the Employer for acceptance, prior tooccupation and again upon departure, which serves as proof of any damage to theEmployers facility.

All expenses incurred by the Employer in the event of the Employerhaving to performrepairs, will be at a fee that is in line with the current building tariffs and be charged forthe Consultants account.

10.11 Telephones

No cellular or mobile phones are allowed on site.

The Consultant is responsible for payment of the total telephone account when theEmployers telephone account system is utilised by the Consultant.

10.12 Transport

Eskom transport is not available to Consultant employees and permission for access of avehicle on the Employers site must be obtained from Protective Services in advance

Safety: It is the Employers expectation that no passengers will be allowed to betransported on the back of the LDVs (bakkies) or trucks. Failure to adhere will result inaccess onto the Employers site being denied.

10.13 Supply of personal computers (as applicable)

The Consultant does not normally supply his own computing equipment. The normalarrangement is that the Employer makes available to the Consultantand maintains suchequipment on his behalf for the duration of the contract. If, however, the Scope requiresthe Consultant to supply a personal computer(s)(PC) for the services, the Consultantsubmits a quotation at the starting date for a personal computer/s (PC), based on thefollowing requirements:a. The PC has sufficient capacity to run without limitation, the application required of it

and as a minimum be capable of running the same version of MS window used atthe Employers site.

b. The PC is MS word compliant and is loaded with same version of MS Office suited

used at the Employers site.


36/38


36

The Consultant exercises diligent control in the prevention and elimination of viruses andsubjects his PCs to the Employers anti virus software.

Files produced by the PCs are compatible with the MS office suite of programmes usedat the Employers site.

Should the PC require connection to the Employers Local Area Network (LAN), theEmployer supplies the connection point, the required network card (which will be signedfor and returned after use) and arranges for its installation. ConsultantPCs are typically

fire-walled from the Employers LAN. External internet connections are not supplied. Hardware and software maintenance is

the responsibility of the Consultantat his own cost.

The Consultantaccepts full responsibility for, and therefore exercises tight control overthe confidentiality and integrity of data held and used on his PC.

The Employers Microsoft license does not extent to the Consultant.

10.14 Electric power supplies

Electric power for use during the works will be supplied free of charge to the Consultantand no connection fee will be levied. All electrical installations shall comply with thedetails set out in the applicable regulations. The Employer does not guarantee continuity

of supply and no claims as a result of power failures will be considered.

10.15 Use of Employers tools and equipment (as applicable)

For the purpose of expediting the services, the Employer may make facilities available tothe Consultant at no cost to the Consultant. The Consultant does not receive anyreimbursement or make any charge relative to the beneficial use of the Employersfacilities or services.

The Employermay allow the Consultant, for the Provision of Services, the reasonableuse of its workshop, cranes, tools and equipment, provided that the Employers own workand business are not interfered with in any manner because of such use. The Consultantleaves all workshops, cranes, tools and equipment in as good condition as he foundthem, fair wear and tear excepted, and is liable for and indemnifies the Employer against

any damages suffered by the Employer as a result of any act of negligence by theConsultant,his employees or sub-consultants while using such workshops, cranes, toolsand equipment.

The Employer may provide workshop and machining facilities to assist the Consultantwith the Provision of the Services. The priority of work to be executed is determined bythe Employer who also approves the manner of execution of work, which cannot bereasonable executed at the Employers site workshop.

Should the Employer on behalf of the Consultant undertake work, which is part of theworks, the Consultant shall meet all charges levied by the Employer.

11. People restrictions, hours of work, conduct and records

11.1 People restrictions Entrance to the Intake basin is a two-man rule meaning you are not allowed to be alone

without any other person. The Consultant must at all the times keep the gates locked andthe keys are obtained from the security at ACP-2 and at the completion of the work mustbe returned to the security at ACP-2 and singed off.

11.2 People conduct

The Consultant maintains at all times a harmonious relationship with and co-operateswith the Employer and all its suppliers and all its suppliers and sub-suppliers or theiremployees who may be involved.

The Consultant employs in and about the Provision of the services only such person thatare careful, competent and efficient in their several trades and callings and the Employerbe at liberty to object to and require the Consultantto remove from the services forthwithany person employed by the Consultants in or about the Provision of the Services who,in the opinion of the Employer, misconducts himself or is incompetent or negligent in the


37/38


36

proper performance of his duties and such person is not again employed for the serviceswithout the written permission of the Employer.

The Consultantensures that the Consultants employees, Co-ordinators and employeesare reasonably fluent in the language of the contract.

The Consultant regularly reports person hours worked at the Employer on a monthlybasis.

11.3 Laws and regulations to be complied with

The Consultantshall at its own expense comply with the Nuclear Energy Act 92 of 1982,the National Key Points Act 102 of 1980, the Protection of Information Act 84 of 1982and in general with all laws, regulations, bye-laws and requirements of local and otherauthorities which may be applicable to the works and as amended or replaced.

The Consultant shall comply with the Employers Radiological Safety RegulationsProgramme, and in general, the whole framework of plant rules and regulations whichnay be in force at the Employers facilities from time to time.

At the site the Consultant shall at all relevant times be under the authority of theEmployers Power Station Manager for the purpose of giving effect for the provision ofthe above two Clauses hereto. However this does not relieve the Consultant of his

obligation to comply with the relevant legislation, and the failure of the Employers PowerStation Manager to act in any specific manner will make him or the Employer liable inany way whatsoever.

The Consultant shall at its own expense comply with the Basic Conditions ofEmployment Act No.75 of 1997. The Consultant indemnifies the Employer against anyclaims, proceedings, compensation and cost arising from the Consultants transgressionof the Act.

The Consultantcomplies with all relevant labour legislation and applies to the MinisterialDetermination for working hours, and obtains approval prior to the commencement ofany work on site. The Consultantsubmits the approval to the Employer for acceptance.

11.4 Ethics

The Employer is committed to the highest standard of ethical behaviour and principles,and expects the same from the Consultant. Non-adherence from the Consultantpersonnel results in dismissal.

11.5 Cooperating with and obtaining acceptance of Others

In providing the services during this contract duration, the Consultant:

Accepts that all work is subject to, at any given time, inspections various Employergroups i.e. Occupational Health & Safety, Engineering, Quality Assurance/QualityControl, Maintenance, Chemistry and Environmental Assurance.

Shares th