Eskom ConfidentialSUBJECT TO CONTRACTSupplier
RFP
ESKOM ITO
SCHEDULEF (CHANGE MANAGEMENT)
July 2017
This document contains confidential and proprietary information of Eskom and is “Eskom Confidential Information” for the purposes of the non-disclosure agreement entered into between Eskom and Supplier in relation to the ITO Project. It is furnished for evaluation purposes only. Except with the express prior written permission of Eskom, this document and the information contained herein may not be published, disclosed, or used for any other purpose.
RFP: ScheduleF (Change Management) 20
Eskom ConfidentialSUBJECT TO CONTRACTSupplier
INSTRUCTIONS FOR RESPONDING TO THIS DOCUMENT
General Guidelines
These RFP documents contain the key legal terms and conditions that Supplier will be required to comply with in relation to the ITO Project.
Supplier must respond to the requirements contained in these documents according to the instructions provided below. Supplier’s response must be in the prescribed format. Supplier should provide clear, concise, and reasonable responses. Supplier should not postpone responses. “Supplier would be happy to discuss this at a later time” is an example of a postponed response.
Supplier should not view the possibility of requesting changes as an opportunity to rewrite the RFP. Eskom expects Supplier to comply with the requirements as written, and compliance with these RFP documents will be a critical component in the evaluation of Supplier’s response to the RFP.
Response Instructions
This document should be completed by Supplier and form part of Supplier’s response to the RFP. In completing this document, Supplier should carry out the following:
· For each row where the “Comply (Y/N)” cell is not shaded, the Supplier should enter “Y” if it complies with the requirement without qualification or “N” if it does not.
· Where Supplier enters:
· “Y” in the “Comply (Y/N)” column, then the column headed “Supplier Response” should be left blank.
· “N” in the “Comply (Y/N)” column, then Supplier should copy and paste the exact wording from the “Eskom Requirement” column into the “Supplier Response” column and make any deletions or insertions to the original wording using Microsoft Word’s track changes function. In addition, after completing its proposed changes, Supplier may provide a concise explanation of the changes in the “Supplier Response” column.
· If Supplier does not respond to a row or reserves its position, then Eskom will treat the response as non-compliant.
RFP: ScheduleF (Change Management) 20
Eskom ConfidentialSUBJECT TO CONTRACTSupplier
TABLE OF CONTENTS
1. INTRODUCTION 1
1.1 General 1
2. CHANGE 1
2.1 Change Procedures 1
2.2 Mandatory Changes 2
2.3 Eskom mandated changes 4
2.4 Approval of Changes 4
2.5 Changes impacting the Charges 7
2.6 Change in Applicable Law 11
2.7 Evolution of Services 13
3. service requests 15
3.1 General 15
3.2 Service Request Process 16
3.3 Managing the Service Request Process 18
APPENDIXF1 CHANGE MANAGEMENT PROCEDURE 20
APPENDIXF2 NEW SERVICES PROJECT PROCESS 22
1. introduction 22
1.1 General 22
2. project assessment 23
2.1 Project Request 23
2.2 Investigation / Feasibility Phase 27
2.3 Target Charges 27
3. New Services project order 33
4. project charges 34
5. change procedure for projects 36
6. general obligations 37
7. acceptance procedure for deliverables provided under projects 38
7.1 Acceptance Procedure for non-Software Deliverables 38
7.2 General Provisions for all Acceptance Procedures 40
8. general personnel obligations 40
9. cancellation of a project 42
RFP: ScheduleF (Change Management) 20
Eskom ConfidentialSUBJECT TO CONTRACTSupplier
SCHEDULEF (CHANGE MANAGEMENT)
Ref No. / Eskom Requirement / Comply (Y/N) / Supplier Response /1. /
1. INTRODUCTION
2. /1.1 General
3. /1.1.1 This Schedule F (Change Management) sets out the processes and procedures to be used by the Parties in relation to any Change to the Services or this Agreement, as well as the ordering processes for any incremental or ad hoc Services which are required by Eskom. All Changes, Service Requests and Projects shall be carried out in accordance with the terms set out in this Schedule F (Change Management).
4. /2. CHANGE
5. /2.1 Change Procedures
6. /2.1.1 The following procedures (collectively, the “Change Procedures”) will govern changes under the Agreement. No Change will be made to the terms of the Agreement or the Services other than in accordance with the relevant Change Procedure:
7. /(a) the Change Procedure which will be followed by Supplier as part of the Services in carrying out any operational change to the Services (“Operational Change Management Procedure”);
8. /(b) the "Change Management Procedure", under which either Party can propose any of the following changes (each a "Change"):
9. /(i) a change to the Services that Supplier is required to perform under the Agreement resulting in additional Services;
10. /(ii) a change to the terms of the Agreement; or
11. /(iii) a change that is stated under this Schedule to be subject to the Change Management Procedure; and
12. /(c) the "New Services Project Process" is the process that will be followed by the Parties with respect to the introduction, governance and termination of any new Services in accordance with AppendixF2 (New Services Project Process).
13. /2.2 Mandatory Changes
14. /2.2.1 Subject to any adjustment to the Charges being made in accordance with the procedure specified in section2.5 where applicable, the following types of changes required by Eskom shall be made after consultation with Supplier:
15. /(a) the evolutionary changes described in section2.7 (Evolution of Services);
16. /(b) changes to the Eskom Provided Equipment, Eskom Provided Software or other systems or materials provided to Supplier for performing the Services;
17. /(c) changes to the Services occasioned by changes to the services and/or products that are generally offered by Supplier Group to its customers such that Eskom enjoys the benefit of such Services at a level equal or greater to that enjoyed by Supplier Groups’ customers;
18. /(d) changes which are stated in this Agreement to be at Eskom’s discretion or where otherwise described as a Mandatory Change elsewhere in the Agreement;
19. /(e) changes arising from Eskom removing or adding Services in accordance with the Change Procedures or the pricing mechanisms set out in ScheduleD (Charges); and
20. /(f) changes to the Subcontractors in accordance with clause4.1.3 of the Terms and Conditions.
21. /For avoidance of doubt the Changes in this section 2.2 shall do not require the consent of Supplier.
22. /2.3 Eskom mandated changes
23. /2.3.1 Where applicable, the following types of changes required by Eskom will be made without Supplier’s consent:
24. /(a) changes required by Applicable Law;
25. /(b) changes to the Eskom Policies;
26. /(c) changes directed by a Regulator or court of competent jurisdiction;
27. /(d) changes to controls relating to the risk function within Eskom (to the extent same apply to the Services) or imposing new risk controls, where Eskom reasonably believes, as a result of a change to Eskom’s risk controls, the existing risk controls are deficient;
28. /2.4 Approval of Changes
29. /2.4.1 Supplier will not make the following Changes without first obtaining Eskom’s written approval:
30. /(a) a change adversely affecting the function or performance of, or decreasing to any significant degree the resource efficiency of, any of the Services;
31. /(b) a change to (or a change inconsistent with) the terms of the Agreement, the Operations Manual or the Eskom Policies;
32. /(c) a change to the Supplier Policies that is detrimental to the Services;
33. /(d) a change in the Facilities where the Services are performed;
34. /(e) a change to the location from where the Services are performed;
35. /(f) a change increasing the Charges or other costs of the Service Recipients (including internal Service Recipients costs and costs incurred by Service Recipients with third parties, to the extent that Supplier is aware of the same);
36. /(g) a change impacting the way in which Service Recipients conduct their business or operations, which Eskom considers to be adverse;
37. /(h) changes to the Equipment provided by Supplier and used by Supplier to provide the Services that have a significant impact on the scope of the Services, applicable Service Levels and Charges;
38. /(i) changes to the Supplier Provided Software that have a significant impact on the scope of the Services, applicable Service Levels and Charges; and/or
39. /(j) Changes to the Services (including in respect to the technology used to provide the Services) that will result in Supplier’s non-compliance with Eskom Policies.
40. /2.4.2 Without prejudice to Eskom’s right of approval, the changes set out in section2.1.1 will all be subject to the Change Management Procedure.
41. /2.4.3 Any change to this Agreement will be by a written variation and no such variation will be effective unless it is in writing and signed by a duly authorised representative of each Party.
42. /2.4.4 If the Services are changed, any additional or changed services will be considered “Services” following such change and will be subject to the provisions of this Agreement.
43. /2.4.5 Each Party will bear its own costs in complying with the Change Procedures.
44. /2.5 Changes impacting the Charges
45. /2.5.1 Changes to the Services will not give rise to a change in the Charges unless such change falls within at least one of the following categories:
46. /(a) If there is a mechanism in ScheduleD (Charges) for adjusting the Charges in respect of the Change (including a change in volume of the particular Service), then that mechanism will apply and sections2.5.1(b) and 2.5.1(c) will not apply.
47. /(b) The Charges for services provided under Projects will be calculated in accordance with section4.1 of ScheduleD (Charges).
48. /(c) Changes to the Services other than those specified in sections2.5.1(a) or 2.5.1(b), will only give rise to a change in the Charges (a "Price Sensitive Change") if such change is:
49. /(i) an addition, variation or reduction to the Services and, as a result:
50. / (A) Supplier can satisfactorily demonstrate that its costs or resources used in performing the Services are materially increased and the extent of such increases; or51. / (B) Eskom can reasonably argue that Supplier’s costs or resources are likely to have materially decreased; and
52. /
(ii) not one of the following changes (in respect of which, the Charges will not change):
53. / (A) evolutionary changes described in section2.7 (Evolution of Services);54. / (B) a change in Applicable Law referred to in section2.6 (subject to section2.6.4); or
55. / (C) a change that is otherwise stated in this Agreement not to be subject to an additional charge.
56. /
2.5.2 For Price Sensitive Changes, Supplier will propose a change to the Charges through the Change Management Procedure that:
57. /(a) is equitable;
58. /(b) is proportional to the net material increase or decrease in Supplier’s resources and costs in performing the Services as a result of such change, with Supplier using Commercially Reasonable Efforts to minimise such resources and costs, including redeploying resources that are no longer required (and includes a reasonable profit element in proportion to the changed resources and costs); and
59. /(c) in the case of a new service that is different from the then-existing Services, is competitive with the market charges for such new service.
60. /2.5.3 As part of the Change Management Procedure, Supplier will reasonably propose an adjustment to the Charges that complies with section2.5.2, and Supplier will:
61. /(a) provide an analysis of the reasons why Supplier believes its resources and costs will be materially impacted by the Change and any applicable supporting documentation;
62. /(b) demonstrate each component of the increase and decrease in Supplier’s costs, and resources and costs associated with the Change;
63. /(c) provide reasonable evidence that Supplier is performing efficiently and that resources and costs relating to both the making of the Change and the affected Services will be minimised;
64. /(d) in the case of a proposed increase in the Charges, where reasonably requested by Eskom, propose reasonable alternatives and which may have an impact on the Services or Performance Standards, but which accommodate the Change without increasing the Charges;
65. /(e) provide details of how the proposed change to the Charges will apply and, in the case of proposals involving a one-time charge and at Eskom’s request, Supplier will propose an alternative to the one-time charge using adjustments to the existing Charges; and
66. /(f) provide any other relevant supporting information, including assumptions, reasonably requested by Eskom to verify such proposed change.
67. /2.5.4 The Change Management Procedure described in this section2 shall be without prejudice to any right Eskom has to Terminate all of the Services or to require a Termination in Part in accordance with this Agreement and the Parties agree that any such Termination shall not be deemed to be a Change for the purpose of the Change Management Procedure.
68. /2.5.5 Any change to the Charges for a Price Sensitive Change will be subject to Eskom’s approval.
69. /2.6 Change in Applicable Law
70. /2.6.1 Supplier will monitor during the Term any changes in Applicable Law (or the introduction of new Applicable Laws) within the territories from which it provides the Services and to which it provides the Services and that relate to the Services.
71. /2.6.2 If there is a change in Applicable Law that requires changes to the Agreement, including changes to the Services or changes to the Eskom Policies, then:
72. /(a) a Party will notify the other Party as soon as reasonably practicable upon becoming aware of such change in Applicable Law or potential change;
73. /(b) the Parties will work together to identify the impact of such change in Applicable Law and agree any changes necessary to the Agreement in accordance with the relevant Change Procedure (and Supplier will evaluate and recommend any changes to the Services necessary to maintain compliance with Applicable Law); and