University of the Witwatersrand, Johannesburg

Transcription

1 University of the Witwatersrand, Johannesburg Contract No: Network Project Management Services CONTRACT DOCUMENT (Based on NEC3 Professional Services Short Contract) June 2016 Issued by: Director: Computer Network Services University of the Witwatersrand, Johannesburg Name of Consultant (hereinafter the Project Manager ):.

2 University of the Witwatersrand, Johannesburg Contract No: Network Project Management Services Table of Contents Number Heading THE CONTRACT Part C1: Agreements and Contract Data C1.1 Form of offer and acceptance C1.2 Contract Data Part 1 Data by the Client Part 2 Data by the Project Manager Part C2: Pricing data C2.1 Pricing assumptions C2.2 Price List C2.3 Staff rates Part C3: Scope of work C3 Scope of work Annexures: ANNEXURE A Services Agreement (to be annexed hereto)

3 University of the Witwatersrand, Johannesburg Contract No: Network Project Management Services C1.1 Form of Offer and Acceptance Offer The Client, identified in the Acceptance signature block, has solicited offers to enter into a contract for the provision of services as described in Part 1 of the Contract Data. By the representative of the Project Manager, deemed to be duly authorised, signing this part of this Form of Offer and Acceptance the Project Manager, offers to perform all of the obligations and liabilities of the Project Manager under the contract for an amount set out in the conditions of contract identified in the Contract Data. This Offer will be accepted by the Client by signing the Acceptance part of this Form of Offer and Acceptance. Contract 1 C1.1 Part C1: Agreement and Contract Data Form of Offer and Acceptance

4 Signature. Date Name Capacity For the Consultant: (Insert name and address of organisation) Name & signature of witness. Date Contract 1 C1.1 Part C1: Agreement and Contract Data Form of Offer and Acceptance

5 Acceptance By signing this part of this Form of Offer and Acceptance, the Client identified below accepts the tenderer s Project Manager s Offer. In consideration thereof, the Client shall pay the Project Manager the amount due in accordance with the conditions of contract identified in the Contract Data. The terms of the contract, are contained in: Part C1 Part C2 Part C3 Agreements and Contract Data, (which includes this Form of Offer and Acceptance) Pricing Data Scope of Work Annexures (tabled under Contents above) and drawings and documents (or parts thereof), which may be incorporated by reference into the above listed Parts. Notwithstanding anything contained herein, this agreement comes into effect on the date set out in The Project Manager accepts the contents of this agreement which constitute a binding contract between the Parties. Signature. Date:. Name Capacity for the Client University of the Witwatersrand, Johannesburg Private Bag 3 Wits 2050 Name & signature of witness. Date:. This Contract, which includes its annexures and addendums,, is the complete and exclusive agreement between the Parties regarding the subject matter of the Contract and the Parties waive the right to rely on any other oral or written provisions not contained in the Contract. Contract 2 C1.1 Part C1: Agreement and Contract Data Form of Offer and Acceptance

6 University of the Witwatersrand, Johannesburg Contract No: Network Project Management Services Part C1.2 Contract Data The Conditions of Contract are the NEC3 Professional Services Short Contract (First edition, April 2013) published by the Institution of Civil Engineers, copies of which may be obtained from Engineering Contract Strategies, telephone ) Each item given below is cross-referenced to the clause in the NEC3 Professional Services Short Contract to which it mainly applies. Part one - Data provided by the Client Clause Data 1 General The conditions of contract are the Core Clauses: 10.1 The Client is the University of the Witwatersrand, Johannesburg, acting through its Computer Network Services Department (CNS) Address: 1 Jan Smuts Avenue, Braamfontein, 2001 Johannesburg The Client s Representative is: the nominee of the Director: CNS rosa.kotsiovos@wits.ac.za The Client s Legal Representative is: The Director: Legal Services, 5 th Floor Senate House, University of the Witwatersrand, Johannesburg, 1 Jan Smuts Avenue, Braamfontein, Johannesburg 11.2(2) The completion date is dd Month ccyy 11.2(5) The Price List is in the document called Part 2: Pricing Data 11.2(6) The services ( Work ) are : The management of the delivery of the Network and Security Infrastructure Project by the Supplier engaged by the Client to deliver the Project on time, within budget and fit for the Purpose of the Project, the Work includes but is not limited to managing the delivery of the Project to the Client, initiating, planning, executing, controlling, and reporting on the Project and to provide the project management services ancillary thereto and fit for the Purpose of this Agreement. 11.2(7) The Scope is in the document called Part 3: Scope of Work Contract 3 C1.2 Part C1: Agreements and Contract Data Contract Data: Part 1

7 11.2(8) Additional Defined terms: Background Intellectual Property means any Intellectual Property of a Party or its sub-contractor/s which is in existence at the commencement date of this Agreement; or comes into existence after the commencement date otherwise than in connection with this Agreement. Employee/Staff means any person employed by or acting on behalf of the Project Manager to provide the Work. Foreground Intellectual Property means such Intellectual Property as may be created or developed, including Background Intellectual Property forming an integral part of the Foreground Intellectual property and not specifically excluded from the Foreground Intellectual Property, by the Project Manager: (a) (b) in the course and scope of performing the Work; directly related to the Work and/or resulting from overall system integration, refinements or resultant research or that which is derived from the Work. Intellectual Property means Intellectual capital embodied in any and all technical, confidential and commercial information including but not limited to all information relating to the necessary resources, techniques, knowhow, production, development and research, all technical, scientific, theoretical, processing, marketing, promoting, financing, engineering, manufacturing, distributing and transporting, storage and handling, testing and controlling, integratable techniques, technologies, data systems and processes, methodologies, trade secrets as well as undisclosed inventions, registered and unregistered patents, trade marks and designs and copyright in any works including literary works and computer software programmes. and manuals. Party means either the Client or the Project Manager and Parties means both of them. Precincts means any premises owned by or which fall under the management and control of the Client. Project means the Network and Security Infrastructure Project for the supply, installation, support and maintenance, and expansion of the Client s entire networking and security infrastructure including Wi-Fi expansion across all of the Client s multiple campuses and buildings, including network management, security management, bandwidth management, monitoring, reporting and also UPS more fully described in the services agreement between the Client and Supplier to be annexed hereto ( Services Agreement ) and which will be read as if incorporated herein. Project Manager means the Consultant appointed by the Client to provide the Goods and Services for the seamless and continuous supply, installation, support and maintenance, and expansion of the entire Network and Security Infrastructure at the Client is delivered on time within budget and fit for Purpose of the Project. Purpose of the Project means the seamless and continuous supply, installation, support and maintenance, and expansion of the entire Network and Security Infrastructure at the University. Purpose of this Agreement means the provision of the Work to ensure that the Goods and Services provided by the Supplier is delivered on time, within budget and fit for the Purpose of the Project. Rules means the rules, regulations, policies, procedures, practices, standing orders and the like approved by the University Senate or Council or both. Services/Work means management of the Network and Security Infrastructure Project. This includes the management of the delivery of the Project by the Supplier engaged by the Client to deliver the Project on time, within budget and fit for the Purpose of the Project and includes but is not limited to inter alia managing the delivery of the Project to the Client, initiating, planning, executing, controlling, and reporting on the Project and to provide project management services ancillary thereto and fit for the Purpose of this Agreement and the performance of tasks, provision of advice and counsel, assistance and/or support that the Project Manager provides, as more fully described in Part C3: Scope of Work and the annexures hereto. Supplier means the Supplier appointed by the Client to provide the Goods and Services for the Project The law of the contract is the law of the Republic of South Africa 12.3 In addition to the provisions of clause 12.3 of the Core Clauses, any terms and conditions on any quotation, delivery note or other documentation provided by the Project Manager will be of no force and effect, and the Client will not be bound by any such terms and conditions. This clause shall mutatis mutandis apply to any Contract 4 C1.2 Part C1: Agreements and Contract Data Contract Data: Part 1

8 Client order. 13 In addition to the provisions of clause 13 of the Core Clauses, the following apply: Any notice in connection with this Agreement may be sent to either Party at the applicable addresses set out in clause 10.1 of Part one and Part two of the Contract Data respectively for the Client and the Project Manager Legal notices required by this Agreement to be given to either Party will be sent to the Legal Representative set out in the same clause above. Notices given in terms of this Agreement shall be sent by registered mail or delivered by hand or (except for legal notices) sent by and shall be deemed to have been received on the date of delivery or transmission (as the case may be) if same takes place during normal business hours, or if not, on the next following business day, in the case of hand delivery or transmission, or in the case of forwarding by registered mail, on the 7 th day after posting. The Parties may, by 14 (fourteen) days' written notice, change their nominated address or address for the purposes of this clause, to any other physical address, within South Africa The language of this contract is English 13.3 The period for reply is 7 days 2 The Project Manager s main responsibilities The Project Manger provides the Work in accordance with the Main Contract and the Annexures 22.1 Subject to clause Z4, all drawings, documents, designs, and the like, belong to the University 3 Time 30.1 The starting date is dd Month ccyy. The Completion Date is dd Month ccyy 4 Quality 41 The defects date is 2 weeks after Completion of the applicable portion of the services 5 Payment 50.1 The assessment interval is monthly on or before the 25 th day of each successive month 50.3 Some Work may be carried out on a time charge basis 51.1 The period within which payments are made is 30 days from the date of invoice 51.2 The currency of this contract is the South African Rand 51.5 The interest rate is the prime lending rate of the Client s bank at the time that interest is due 6 Compensation events Compensation events do not apply. No data required for this section of the conditions of contract. 7 Rights to material No data required for this section of the conditions of contract 8 Indemnity, insurance and liability 81.1 Except as set out below, the Client provides no insurances. The Client has insured itself against the acts and omissions of persons acting on its behalf and its students and staff are insured during the course and scope of the Client s business. The Client s maximum liability will be limited, whether for a single or multiple events, to the extent of its insurance cover herein The Project Manager has insured itself against the acts and omissions of persons acting on its behalf during the course and scope of its business. Contract 5 C1.2 Part C1: Agreements and Contract Data Contract Data: Part 1

9 The insurance cover which the Project Manager is required to take out in terms hereof must contain terms acceptable to the Client s insurance broker. A reason for not accepting the cover is that it does not comply with the contract. The Project Manager provides inter alia the following insurances: Insurance against liability for death of or bodily injury to Employees, agents or representatives of the Project Manager, as contemplated in the Compensation for Occupational Injuries and Diseases Act, 130 of 1993 or any act succeeding it, arising out of and in the course of their employment in connection with this contract for any one event of not less than is R10 million Insurance against loss or damage to Goods and Equipment for a sum sufficient to provide for their replacement Professional Indemnity Insurance General and Commercial Liability Insurance. Cover must include defective workmanship, public liability, products and equipment liability, unlimited bodily injury and death, and property damage, and Any other insurance cover that will adequately make provision for any possible losses and/or claims arising from its, Employees, agents or representatives acts and/or omissions on the Project Manager. The Project Manager must maintain the above insurances at all times while this Agreement is in force. The Project Manager will provide the Client s insurance broker with documentary proof of such insurance cover and written notice of any material changes, cancellations or lapses in such insurance. The Client shall be entitled to request updated current certificates of any changed policies at any time. Contract 6 C1.2 Part C1: Agreements and Contract Data Contract Data: Part 1

10 9 Termination and dispute resolution Disputes arising under or in connection with this contract will be according to the following: Informal resolution Within a period of 14 days after the date on which the dispute arose (the Dispute Date) the Parties will meet to discuss the dispute and will endeavour to resolve the dispute amicably. Each Party undertakes at such meeting to make full disclosure to the other of all information and records relating to the dispute. If the Parties are unable to resolve the dispute amicably within 30 days from the Dispute Date, either Party may refer the dispute to the University s Vice-Chancellor or a Deputy Vice-Chancellor (or their nominee) and the Project Manager s Chief Executive Officer or his nominee, who will use their best endeavours to resolve the dispute. Formal resolution If the individuals referred to above are unable to resolve the dispute within a period of 30 days after it had been referred to them, either Party may submit the matter for mediation. The Parties will refer the matter for mediation to a mediator appointed by agreement between the Parties, or, failing agreement, to a mediator appointed by the Chairman of the Bar Council of South Africa from among the mediators recommended by the Arbitration Association on written request by either Party. The costs of mediation will be borne equally by the Parties. If the dispute is resolved the determination by the mediator will be reduced to writing and will be final and binding on the Parties. If the Parties are unable to resolve the dispute or difference through the facilitation of a mediator, the Parties will submit to the jurisdiction of the South Gauteng Local Division of the High Court of South Africa in regard to such dispute or difference. Interim relief Nothing in this clause 94 will preclude a Party from seeking interim relief from any competent court having jurisdiction pending the institution of any dispute resolution proceedings. General The successful Party will, in each of the methods of dispute resolution provided for above, be entitled to be awarded a full indemnity for all the costs reasonably incurred by that Party, including attorney and own client costs. The provisions of this clause 9 will survive the termination of the Agreement. Contract 7 C1.2 Part C1: Agreements and Contract Data Contract Data: Part 1

11 Z Additional conditions of contract The additional conditions of contract are Z1 The Project Manager s invoice Z.1.1 The Project Manager submits its original valid VAT tax invoice having been signed by a member of the Client s staff who is duly authorised to do so (the Tax Invoices), to the Client s agent for payment purposes one week after receiving a payment certificate from the Client in terms of clause Z.1.2 Where the Project Manager does not submit the Tax Invoices within the time required: the period within which payment is made in terms of clause 51.1 and the time allowed in clause 90.3 are extended by the length of time from the date when the Project Manager should have submitted the Tax Invoices to the date when he does submit it. Z.1.3 Tax invoices that are submitted to the Client shall include the following details: Client s VAT No: Addressed to: University of the Witwatersrand, Johannesburg P O Box 464 Wits 2050 Attention: Head: Creditors (ommesh.bennie@wits.ac.za) Project Manager details including: Company registration number if applicable Project Manager s VAT number Tax invoice number Project Manager s banking details for payment Client s purchase order number Z2 Acts or omissions by mandatories In terms of Section 37(2) of the Occupational Health and Safety Act of 1993 (Act 85 of 1993), the Project Manager hereby agrees that the Client is relieved of any and all of its liabilities in terms of Section 37(1) of this Act in respect of any acts or omissions of the Project Manager and its Employees to the extent permitted by this Act, and that this contract comprises the written agreement between the Client and the Project Manager contemplated in section 37(2). Z3 Transfer of rights The Parties hereby record that the ownership of rights in and to all Background Intellectual Property will be and remains unaffected by this Agreement. Foreground Intellectual Property in the deliverables, including but not limited to all specific documentation, manuals, designs, reports and plans specifically created or developed by the Project Manager in the course and scope of this Agreement is owned by the University. The Project Manager agrees to execute any documents or take any other actions as may reasonably be necessary, or as the University may reasonably request in writing, to perfect the University's ownership of the Foreground Intellectual Property. Any sub-contract the Project Manager enters into in relation to this Agreement must contain a condition that the sub-contractor agrees to assign to the University all rights in any Foreground Intellectual Property created by it for the purposes of this Agreement. The provisions of this clause Z3 will survive the termination or expiry of this Agreement. Contract 8 C1.2 Part C1: Agreements and Contract Data Contract Data: Part 1

12 Z4 Force Majeure Neither Party will be held liable to fulfil its obligations under this Agreement if such failure is caused by circumstances beyond its reasonable control, including lightning, fire, flood, war (whether declared or not), terrorism, sabotage, revolution, invasion, insurrection, strikes, lock-outs or other industrial action, riot, civil commotion, mob violence, blockade, boycott, the exercising of military power, acts or restraints of government including the imposition or restriction of or embargos on imports or exports, and breakdown of external services. The affected Party must take all reasonable steps in the circumstances to limit the duration of the failure to fulfil its obligations and duties in terms of this Agreement, and should make every effort to provide the best Service possible under the circumstances. If any event that the Force Majeure delays the performance of the obligation for a continuous period of 60 days, the Party not claiming Force Majeure may, at its option and without further obligation, terminate this Agreement upon written notice to the other Party. Z5 Warranty The Project Manager warrants that all services will be fit for the Purposes of this Agreement and will be delivered on time and within budget. This warranty is in addition to any other rights of the Client and prevails over any conflicting clauses of the Professional Services Short Contract terms. Z6 Protection of Confidential Information Confidential information of either Party which is disclosed as being confidential, is marked with a confidential legend of either Party, is protected under law or is by its nature confidential, and is exchanged between the Parties, is confidential information of the Client and the Project Manager. Such confidential information shall not be disclosed by either Party to any third party without the prior written consent of the other Party, provided that no consent shall be required for disclosure of confidential information to the auditor and professional advisors and Employees of either Party to whom disclosure is reasonably necessary for the purposes of the implementation of this Agreement, or to any authorities who by law are entitled thereto. Z7 Cession and delegation of rights or obligations Neither Party may cede and/or assign its rights or obligations under this Agreement including, without limitation, the right to receive payments, without the other Party s prior written consent. Contract 9 C1.2 Part C1: Agreements and Contract Data Contract Data: Part 1

13 Z8 Intellectual Property indemnity The Project Manager indemnifies the Client against any action to the extent that such action is based on a claim that intellectual property provided by the Project Manager : infringes a copyright perfected under applicable law, or constitutes an unlawful disclosure, use or misappropriation of another party's intellectual property. The provisions of this clause Z8 shall not extend to any other intellectual property which has been modified (other than by the Project Manager) or has been used incorrectly and not for its intended use or has been utilised in conjunction with any other software or other intellectual property not supplied by the Project Manager and such utilisation gives rise to the infringement action referred to above. For purposes of this clause Z8, the Project Manager will bear the expense of such defence and pay any damages that are attributable to such claim finally awarded by a court of competent jurisdiction. If any intellectual property becomes the subject of a claim under this clause, or in the Project Manager s opinion is likely to become the subject of such a claim, then the Client may, at its option, require the Project Manager to: modify the other intellectual property to make it non-infringing, provided such modification does not adversely affect the functionality of the other intellectual property, or procure for the Client the right to continue using the other intellectual property, or replace the other intellectual property with substantially equivalent intellectual property that is noninfringing. Any costs associated with implementing any of the alternatives referred to in this clause Z8 shall be borne by the Project Manager. Z9 Change Management Notwithstanding clause 12.3, in the event that the scope, schedule, budget and prices, resources, quality and/or any other terms of this contract are required to be changed by either party, the change management process and documents set out in the Scope of Work will apply and be used. Any such documents that are produced from the change management process must be signed by both parties to be effective. Contract 10 C1.2 Part C1: Agreements and Contract Data Contract Data: Part 1

14 Z10 Compliance with Laws and Regulations The Project Manager, at its cost, will ensure that all of its staff who will be working on the University s Sites will attend the University s relevant occupational health and safety education and training. The Project Manager must comply with all relevant legislation and University Rules, including but not limited to the Occupational Health and Safety Act, 85 of 1993, the Labour Relations Act 66 of 1995, the Employment Equity Act 55 of 1998, the Basic Conditions of Employment Act 75 of 1997, the Skills Development Act 97 of 1998, the Unemployment Insurance Act 63 of 2001 and the Compensation for Occupational Injuries and Diseases Act 130 of The Project Manager must ensure that it and its Personnel comply with all applicable laws. Without limiting the generality of this, the Project Manager must comply with applicable legislation relating to the Service. The Project Manager must keep statistics, minutes and other records required by legislation on file and available for inspection by the Client. Without prejudice to any of the Client s rights under the Agreement or at law, if the Project Manager breaches any of its obligations specified above and fails to remedy such breach within 7 (seven) days after receiving a demand that it be remedied, the Client will be entitled to claim a penalty in respect of each instance of such breach in an amount equivalent to 1 (one) day s charges for the Service per day that the Project Manager is and remains in such breach. For the purposes of calculating such penalty one day s charges will be deemed to be 1/30 (one thirtieth) of the total charges due to the Project Manager in terms of this Agreement for the calendar month preceding the date of such breach. The Client will be entitled to elect whether to claim damages or the penalty described above from the Project Manager in the event of a breach specified above and may without prejudice to any other method of recovery deduct the amount of such penalty from any monies in its hands due or which may become due to the Project Manager. The payment or deduction of such penalty will not relieve the Project Manager from its obligations to comply with its obligations specified above or from any of its obligations and liabilities under the Agreement or at law. On or before the date set out in 30.1, the Project Manager shall produce documentary proof to the Client that it has complied in all respects with the provisions of COIDA - Compensation for Occupational Injuries and Diseases Act, 130 of The Project Manager shall perform and comply with all the provisions of the Act and more particularly shall render all returns and pay all assessments for which it is liable in terms of such Act. Z11 Conflict of terms If there is a conflict among the terms in the various documents within this Agreement, the following order of precedence will prevail: 1. Part C1: Main Contract 2. These Z clauses 3. PartC3: Scope of Work 4. The NEC3 Professional Services Short Contract terms and conditions 5. Services Agreement (to be annexed hereto) The Client and Project Manager negotiated this Agreement jointly, and this Agreement will be construed neither against nor in favour of either, but rather in accordance with its fair meaning. Contract 11 C1.2 Part C1: Agreements and Contract Data Contract Data: Part 1

15 University of the Witwatersrand, Johannesburg Contract No: Network Project Management Services Part C1.2 Contract Data The Project Manager is advised to read the NEC3 Professional Services Short Contract (First edition, April 2013) and the relevant Guidance Notes and Flow Charts, published by the Institution of Civil Engineers, in order to understand the implications of this Data which is required. Copies of these documents may be obtained from the Engineering Contract Strategies (telephone (27) ). Each item of data given below is cross-referenced to the clause in the NEC3 Professional Services Short Contract to which it mainly applies. Part two - Data provided by the Project Manager Clause Statement 10.1 The Project Manager is (Name): Address: Tel No. : The Project Manager s key persons are: 1. Name: Job: Responsibilities: Qualifications: Experience: 2. Name: Job: Responsibilities: Qualifications: Contract 12 C1.2 Part C1: Agreements and Contract Data Contract Data: Part 2

16 Experience: 50.3 The staff rates are as stated in the Pricing Data Contract 13 C1.2 Part C1: Agreements and Contract Data Contract Data: Part 2

17 University of the Witwatersrand, Johannesburg Contract No: Network Project Management Services C2: Pricing Data C2.1 Pricing assumptions (A) C2.1.1 General C The Project Manager is paid an amount in accordance with the Price List equal to the sum of: a) the lump sums of items which he has completed, b) an amount calculated by multiplying the quantity completed by the rate, and c) the expenses properly spent by the Project Manager C The contract is a lump sum form of contract where the services required in terms of the Scope are listed and priced in the Price List. At each assessment date work carried out since the previous assessment date is identified from the items in the Price List and totalled. C Instructions to do work or how it is to be done are not included in the Price List but in the Scope which is contained in the Scope of Work. The Price List is only a pricing document. C As the Project Manager has an obligation to correct Defects (clause 42.1) without cost. The Prices and rates must also include for the correction of Defects. C If the Project Manager has decided not to identify or price a particular item of work, it will be assumed that the Project Manager has included the cost to the Project Manager of doing the work within the other Prices or rates. There is no adjustment to the Prices if the amount of work within that item later turns out to be different to that which the Project Manager estimated at time of tender. The Prices tendered by the Project Manager in the Price List are inclusive of everything necessary and incidental to Providing the Service in accordance with the Scope as it was at the time of tender, as well as correct any Defects. C Items which are not adjusted if the quantity of work in the items changes are priced in the Price column only; the columns for the Unit, Expected Quantity and Rate are left blank. Where the price for an item is adjusted if the quantity in the work changes or is proportional to the length of time for which a service is provided, all the columns are completed so that the Price in the final column equals the rate multiplied by the Expected Quantity. C The Project Manager is required to identify the items that are to be priced in the Price List. C2.1 Pricing assumptions (B) C2.1.1 General C The Project Manager is paid for work carried out on a time charge basis and an amount for expenses in accordance with the Price List. Contract 14 C1.2 Part C1: Agreements and Contract Data Contract Data: Part 2

18 C The Prices in the Price List exclude VAT C2.2 Staff rates C2.2.1 The staff rates exclude VAT C2.3 Expenses C2.3.1 The expenses that may be paid to the Project Manager are as stated in the Price List. All other cost to the Project Manager associated with Providing the Services is included within the staff rates. C2. 3 Price List Item no Description Unit Expected quantity Rate Price Expenses Total of Prices Total of the Prices carried through to the Form of Offer and Acceptance Contract 15 C1.2 Part C1: Agreements and Contract Data Contract Data: Part 2

19 University of the Witwatersrand, Johannesburg Contract No: Network Project Management Services C3: Scope of work 1. Overview of the Services Without limiting the generality of the Work, the Project Manager will, subject to the Rules: 1.1 provide the Work in terms of this Agreement and as more fully described in the annexures hereto; 1.2 assign to provide the Work, a staff complement sufficient both in numbers and skill to ensure due and proper performance of its obligations under this Agreement and annexures annexed hereto. For the avoidance of doubt the Parties record that the Project Manager will appoint a senior primary Project Manager and a senior primary Project administrator. The Project Manager may not substitute these experts without having secured the prior written consent of the University. 1.3 designate a person as its Representative, who will be responsible for liaising with the University s Representative at all times for the provision of the Work; 1.4 provide weekly reports to the Director: CNS which must include all recommendations necessary for the Work to be efficiently performed; 1.5 exercise skill, care and diligence in fulfilling all its obligations in terms of this Agreement; 1.6 provide the Work of suitable quality and deliver to the University an outcome or outcomes and fit for the Purpose of this Agreement, on time and within the agreed budget unless agreed otherwise in terms of a change order request; 1.7 inform the University s Representative of the names of its Employees whom the Project Manager wishes to be granted access to the Precincts for the purposes of fulfilling its obligations in terms of this Agreement. The University may object on reasonable grounds to any Employee assigned to provide the Work; 1.8 whenever any of the Project Manager's Employees, agents and associates or any other person acting on its behalf are present on the Precincts to perform work associated with this Agreement, ensure that such persons comply with the Rules, as provided by the University to the Project Manager from time to time, including access control and those relating to confidentiality, privacy, use and access to information technology;. 1.9 work with the Supplier and the various teams within the University; 1.10 manage: a. the Project in accordance with normal project management practices; b. communication with: the University and Supplier project team; the University community (staff & students); and the University s Senior and Executive management and various committees; c. user acceptance testing processes to facilitate sign off in order to meet all deadlines and milestones; Contract 16 C3 Part C3: Scope of work Scope of work

20 d. all Project documentation, including technical and administrative documents; e. the budget for the Project; f. the space requirements of the Supplier, including the setup of the work area/s and storage; g. the recovery of monthly rental iro the space allocated to the Supplier ito clause f; h. payments to the Supplier based on payment milestones that are linked to the deliverables as per the payment schedule; 1.11 ensure minutes of all meetings and workshops are recorded and distributed with clear action lists with responsibilities and timelines; 1.12 liaise with: a. the University s technical teams, the University s technical management, senior management and executive management; b. the relevant University departments for electrical, minor civil works, air conditioning, access control and other site preparation requirements; c. the Supplier s assigned project manager on an ongoing basis for the duration of the Project; 1.13 provide regular project reports for senior and executive management that include but are not limited to: Financial reports; Progress and Project status reports; Risk reports; Variance reports; Change reports; and Impact reports. 2. Management of the Project Manager The Project Manager will: 2.1 be located on-site at the CNS offices in Senate House; and 2.2 report to the Director: Computer and Network Services (CNS). Contract 17 C3 Part C3: Scope of work Scope of work