Tender Documents - 0000 PDF

INVITATION TO TENDER
IRSHAD
Ref: CD/14/L/1578/AS
Date: 6 th January 2015
1
Sub: Tender No. CD/34/14
Enterprise Content Management
Implementation
Dear Sirs,
Company (IRSHAD) intends to appoint a qualified Service

provide complete Enterprise Content Management Implementation and invites firm
the Bidders for conducting the said SERVICES as detailed herein Annexure I (Scope
Abu Dhabi Petroleum Ports Operating

Provider to
Offers from
of Work).
Bidders to submit their Technical Un-Priced Offers (ORIGINAL + 1 copy) in fullest
compliance with this enquiry in a SEALED ENVELOPE bv 14.00 hrs of 19th Januarv 2015,
addressed to:
The Tender Board Secretary
IRSHAD
Floor, TAKREER Tower

Sheikh Khalifa Energy Complex, Near AI Ain Palace Hotel
Sth
Abu
Dhabi,
UAE
Note 1: A complete set of Tender Document shall be emailed to the Bidders addressed to the
Email ID's present in our records. Bidders are advised to write to abubacker@irshad.ae &
mashood@irshad.ae or call 02 6028098/86 in case they do not receive the Tender Document by
11:00 AM, 08th of January 2015,
Tender Clarifications: Bidder's may submit all requests for clarifications & additional information
in writing to the undersigned by fax on 02 6740511 or by email to: abubacker@irshad.ae &
mashood@irshad.ae
th
Note 2: A Mid Tender Meeting has been scheduled at 10:00 AM, 12 of January
outlined in ArticleFof Attachment 1 (Instruction to Bidders).
2015,
as
Please acknowledge receipt of the Tender Documents & confirm your attendance for the
Mid-Tender meeting by return fax: 02-6740511 or by email to abubacker@irshad.ae &
mashood@irshad.ae.
IRSHAD wishes best of luck to each bidd
AQL*.
e=***D;
JAN 2015
Saeed AI Jasmi
Tender Board Secretary
r-7vrrtry
u-KU-
r-7. YA...
JU
Abu Dhabi Petroleum Ports
:J.ltl
L,JI *&l.YI
?-.k?+i- 7,
Operating CO. {IRSHAD)
y.u-
(?Lb?1) i.*10,J.?.Il
07
Commercial Depzirtment
U:.il,-Jl jl,U ,,?.+L6*?i 2:6,-J
POBox 61 -Abu Dhabl-U.A.E. -Tel. :02-6028000-Fax : 02-6/Z2422 Website www.ltshad.ae

-
?%}?ZL,=dg.-5442*=Z2-?r
L?J i
IA SHA
ABU DHABI PETROLEUM PORTS OPERATING

COMPANY
P.O.BOX 61 ABU DHABI
TENDER No.
CD/34/ 14
ENTERPRISE CONTENT MANAGEMENT

IMPLEMENTATION
TENDER No.:
CD/34/14
=
Lk, '
IASHAO
ENTERPRISE CONTENT MANAGEMENT IMPLEMENTATION

1
INDEX
Sl.No.
Document Ref. No.
ITT
Description
INVITATION TO TENDER
Attachment 1
Instruction to Bidders
Attachment 2
Form ofTender
FC
(ITB}
DRAFT FORM OF CONTRACT
Annexure I
Scope of Works
Annexure II
Commercial Bid
Annexure III
HSE
Prequalification Questionnaire
EXHIBITS
Exhibit 1 : Bid Bond

Annexure IV
Exhibit 2 : Performance Bank Guarantee

Exhibit 3 : Release Letter
Exhibit 4
Completion Certificate
IASHAO
1,
Attachment 1
1
Tender No.
CD/34/14

Implementation
Instruction To Bidders
Tender No.
CD/34/14
Enterprise Content Management Implementation
Attachment 1
Instruction to Bidders
1-t J '
IASHAO
ATTACHMENT-1
INSTRUCTION TO BIDDERS
Tender No.
CD/34/14
ENTERPRISE CONTENT MANAGEMENT IMPLEMENTATAION

1. Abu Dhabi Petroleum Ports Operating Company, [RSHAD (hereinafter referred to as
COMPANY} invites competent service providers from the Emirate of Abu Dhab for
submitting Technical Un-Priced proposals for ENTERPRISE CONTENT MANAGEMENT
IMPLEMENTATION as per IRSHAD requirements including Post Implementation Support
is required for minimum of l(one) year.
2. The bidder shall carefully study all the tender documents and obtain all information that
it may require to submit a complete tender. No claim whatsoever shall be admitted
arising out of bidder's failure to study the project sites, surrounding, local conditions,
COMPANY's and Governmental regulations affecting the WORKS/Services. No tender
shall be conditional on the availability of resources and other things required to be
provided by the Contractor.
NOTES: CONTRACTOR is deemed to have examined the Tender Document as a whole with all reference
& cross-references thereof with respect to the contents of all Sections {viz. Annexures, Exhibits,
Attachments, Draft Form of Contract, Tender Bulletins, any other elements of the tender documents &
correspondences thereof etc} noted the correctness and discrepancies of the contents if any, corrected
all such discrepancies, and build-up the Contract Prices taking into account all such facts.
3. BIDDER shall be
fully familiar with the conditions to the CONTRACT and execution of the
Services. No claim from the bidder whatsoever on grounds o f lack of information would
be entertained at any time & constitute to claim for reimbursement, changes of prices/
rates. Since the scope involves Contractor's personnel visiting on shore/off shore sites,
therefore Bidders to make
sure
that he personnel
assigned for this Contract are
holders of Abu Dhabi Visas. Please note that the Trade License should bear "Onshore
& Offshore oil & gas fields and facilities services" under the activity list.
All cost incurred by the bidder in the preparation of the tender, further clarification
meetings, site visit if any etc. shall be solely to the bidder s account.
-
4. TENDER CLOSING: 14.00 hrs. of 19th
January 2015.
No request for extensions to submission ofthis bid will be entertained except for
justifiable reasons related to the tender itself explicitly submitted in writing.
Technical Unpriced Bids

IRSHAD
Office,
8th
Floor,
only shall be submitted in 1 (one) SEALED ENVELOPE at

Commercial Dept. & addressed to:
CD/34/14
Enlerprise Content Management Implementation
Tender No.
Attachment
1: Instruction to Bidders
1 of4
LtJ '
IASHAO

IRSHAD, P.O. Box 61
Sheikh Khalifa Energy Complex

Takreer Tower, Corniche Road,
Abu Dhabi, UAE
5.
MID TENDER MEETING: A Mid Tender Meeting is scheduled at 10:OOam of 12th

January 2015 at IRSHAD Head Office, 8th Floor, TAKREER Tower, SKEC Complex, Abu
Dhabi. Note: Each Bidders' attendance shall be limited to 2(two} attendees.
6. The Mid-Tender Meeting is intended to provide the Bidders with all information &
clarifcations that may be needed to enable fullest understanding of the Tender
requirements & submission.
7. No changes & alteration to any element of the Tender Documents shall be made by the
Bidders. Any changes or alterations shall be made by the COMPANY in writing & issued
to the Bidders as Tender Bulletins.
8.
TENDER SUBMISSION:
Bidders to submit Technical/Unpriced offers only in 1 (one} properly sealed
envelope. The Envelope shall be properly sealed by red molten sealing wax. No
Price information to be submitted in the Technical Bid. Commercial/Priced
Bids shall be requested at a Znd stage from Bidders who are found to be
technicalIy acceptable after the Technical Evaluation of the
Technical/Unpriced Bids submitted in response to this invitation.
Note: The Tender No., Tender Title, Technical/Un priced Bid shall be properly mentioned on
each
a.
Envelope.
TECHNICAL BID : Original +1( copy ), containing the Covering Letter on

Bidder's Letterhead and all tender submittals : all pages duly signed &
stamped inc[uding all tender bulletins & any other interim documents/
correspondence during the mid-tender stages. Technical Bid to contain the
BID BOND ofAED 50,000 as outlined in Exhibit 1.
Note: No price information shall be furnished in the Technical Bid.
b. Bidders to note that
evaluation.
C.
incomplete or
incorrect Bids shall not be considered for
that the Tender Submittals, as indicated in the list below is

with
as a minimum requirement to evaluate the Bids
fully complied
submitted; any shortfalls in tender submittals shall risk the Bidder to
Bidders to
technical
ensure
disqualifications:
CD/34/14
Tender No.
Attachment
2 of 4
'
=LtJ
IASHAO
TENDER SUBMITTALS:
1
Company Profile
Relevant Experience & Past Performance
Details of Technology and System Architecture
Product Functionahty
Technical Details
Business
Project Planning Schedule
Service and
g
10
Scope of Works requirements

Project Scope Execution Strategy
11
Compliance Sheet for Annexure I-Scope of Works (Sl. No. 1.0 to 2.6}
12
Organization Chart & CVs o f personnel proposed for this agreement
13
Approved Health, Safety Environment Management System
14
Comprehensive list of Equipment and tools to be used for this project
15
HSE Plan
Capability
Support Model
18
HSE Prequalification Questionnaire duly filled up (Soft Copy provided

Annexure -11I)
Copy of the Trade License and Chamber of Commerce Registration
Certificate & TRA certificates
Other certifications like ISO, etc.
19
Power of Attorney
20
Project management and quality control
21
5 Years Audited Financial Reports
22
Form oftender
23
Bid Bond
16
17
Note: The above Suhmittals
as
deemed to be the minimal requirements. Bidders are encouraged to

submit more documents and credentials to support their capability of meeting the Services ofthe Tender.
Tender No. CD/34/14
3 of4
Attachment
are
LCEJ I
IRSHAO
d. Bidders shall
initial, stamp and submit all the Tender Documents, Tender

Bulletins and correspondences that may have developed up to the date of
Tender Submission along with the Form of Tender (n Bidder's Letterhead
Refer ATTACHMENT 2) as a token of receipt and acceptance of the Tender
itself.
9. VALIDITY OF BIDS: The bid shall be valid for 150 days from the closing date of this
-
tender.
10. Bid shall be
clearly type written, with no erasures.
11.Each page of the bid shall be initialed and
representative.
12. lRSHAD may
whatsoever.
reject
any Tender
or
stamped by
the bidder's authorized
cancel the Tender without assigning any
reason
13.ALTERNAT[VE OFFERS: Bidder may submit ALTERNATIVE OFFERS if any distinct

meritorous alternatives are available with them specifically highlighting its features
and advantages to IRSHAD. Such alternative proposal shall be included in discrete
section in the tender mentioning specificalIy ALTERNATE PROPOSAL.
The
ALTERNATE PROPOSAL, if any, shall be submitted similar to the submission
explained above along with the Base Bid.
14. Bidders not registered with IRSHAD are requested to apply for registration by filling
the standard pre-qualification form, which can be obtained from our office.
15.DECLINE TO SUBMIT THE BID: Selected Bidders, upon receipt of their Expression of
Interest to participate in this tender, have been invited to provide the Services.
However, if any Bidder upon receipt & examining the detailed requirements outlined
in the Tender Documents is unable to submit an offer in full compliance to its
requirements, may DECLINE to submit the Tender by submission of justifiable
reasons
in
writing.
Bidders to note that not submitting the Tender without any written & justifiable
reason may risk the Bidder to not being invited to future requirements of IRSHAD.
Tender No. CD/34/14

Attachment 1: instruction to Bidders
-
of4
9
=L,# j '
IASHAD
Attachment 2
1
Tender No.
CD/34/14

Implementation
Form of Tender
CD/34/14
Tender No.
Attachment 2
Form ofTender
LZU'
=
IRSHAO
FORM OF TENDER
(to be typed & submitted on bidder's letter head, signed by authorized

representative holding the power of attorney & submitted separately in
the Technical Bid & Commercial Bid.)
Ref. No.:
Date:

IRSHAD
P.0. Box No. 61
Abu Dhabi, UAE.
CD/34/14
Sub: Tender No.
Dear Sir,
1.
(name of the bidder, exactly as per the

trade license, have the fullest understanding of the Scope of SERVICES and
undertake to perform the whole of the requirements comprised in the call for
Tender No. CD/34/14 in accordance with the conditions therein.
We,
by the Tender terms & conditions outlined in the tender

documents. Our proposal shall remain valid and binding on us for a period of
150 days from the closing date of the Tender, during which you may choose to
accept our proposal. In this regard we submit herewith the required BID BOND
of AED 50,000 (UAE Dirhams Fifty Thousand only) No................issued by.................
(bank).
2. We agree to abide
3. ORIGINAL of the Bid Bond is submitted in the TECHNICAL BID; copy submitted
in the Commercial Bid.
4. We also agree that we shall not withdraw our proposal during the said validity
period of 150 days. Furthermore, we agree with the Conditions of CONTRACT
together with the attachments enclosed therewith.
5. If awarded the Contract in writing vide a Letter of Award and till formal
agreement is prepared and executed, this Tender, together with your written
acceptance thereof, shall constitute a binding Contract between IRSHAD and us.
Page
Tender No.
CD/34/14
Attachment 2 Form of Tender

-
1 of 2
LIU I
=
IFIS HACB
6. We confirm the prices quoted by us shaI remain FIRM & FIXED for the whole
duration of the CONTRACT and have built-up our prices in compliance to the
fullest understanding of the Scope of SERVICES.
7. We confirm that the Prices
quoted shall be fully inclusive of all costs without

limitation, mobilization, demobilization, tools & equipments, lodging & boarding
and any other allowances, training (inside UAE & outside UAE region}, visa
charges, air tickets, transportation, loading/unloading, taxes & duties,
overheads, premiums, profit, depreciation, etc.
8. We agree with all the terms & conditions outlined of the Draft Form of
CONTRACT enclosed in the Invitation to Tender document.
9. We have compiled the Technical Bid in fullest compliance to the ITTs & have
enclosed all documents requested for Technical Evaluation of our Bid; we also
unconditionally agree to present ourselves diligently during the Tender
Evaluation stages immediately upon request by 1RSHAD.
10. We understand that IRSHAD is not bound to accept the Lowest Bid
provide any justifications for acceptance or rejection of our offer.
or
liable to
11. We have
fully considered in our proposal the following addendum/additional

clarifications/ Tender Bulletins issued byyou.
No.
& date
No.......................... & date..........
& date
NO.
No...........................& date
..........
...........
----.
12. We wouId also like to propose
provided
13. We
in this
confirm
an
Alternative Bid for your consideration
proposal (..........delete
deviations to the Tender terms &

conditions/specifications (.............only if Alternative Bid is not applicable.......).
We confirm that
that
we
we
have
as
if not applicable...........).
no
have NO DEVIATIONS
or
other PRE-QUALIFICATIONS to
the Tender terms & conditions/specifications other than that listed

specifically in our Technical Proposal/Bid.
Thanking you,
Date'
..................
Place:
..........:..:.
Authorized Signatof....<..*.........
Namp'
Position:
(Bidder's company Seal)

CD/34/14
Tender No.
Attachment 2 Form ofTender

-
Page 2 of 2
1
=Uj
IASHAO
Draft Form of Contract

THIS AGREEMENT BEARING THE CONTRACT NO.: CD/34/14 FOR COMPLETE ENTERPRISE
CONTENT MANAGEMENT [MPLEMENTATION, IS MADE IN ABU DHABI, U.A.E EFFECTIVE
FROM XXTH DAY OF XXXX 2014 (hereinafter referred to as the EFFECTIVE DATE).
BY AND BETWEEN
ABU DHABI PETROLEUM PORTS OPERATING COMPANY [[RSHAD} duly organized under
the laws of Abu Dhabi, having its postal address as P.0. Box 61, Abu Dhabi, U.A.E [hereinafter
referred to as "COMPANY" which expression shall, where the context so permits, include its
successors-in-interests and assignees) of one part;
AND
M/s (Successful Bidder), duly organized under the laws of United Arab Emirates having its
postal address P.O. Box XXXX,Abu Dhabi, UAE (hereinafter referred to as "CONTRACTOR",
which in expression shall, where the context so permits, include its successors-in-interest
and assignees} of the other part.
WHEREAS
1.
The COMPANY desires to enter into a firm Price AGREEMENT with the
CONTRACTOR for complete Enterprise Content Management Implementation,
more
2.
specifically described hereinafter.
CONTRACTOR having fully understood the nature and extent of the works and
services, represents that it has the necessary resources, expertise, experience,
competent personnel and skill and is willing and able to perform said works
under the terms and conditions herein contained,
NOW, THEREFORE IN CONSIDERATION OF THE

CONTAINED, IT IS HEREBY AGREED AND DECLARED
MUTUAL COVENANTS HEREIN

BY AND BETWEEN THE PARTIES
HERETO AS FOLLOWS:
This page space intentionally left blank.
Tender No. CD/34/14

1 o f 30
Implementation
LIAJ'
IA.HAO
INDEX
ARTICLE
ARTICLE
ARTICLE
ARTICLE
1
2
3
4
5
6
7
8
9
ARTICLE
ARTICLE
10
11
ARTICLE
ARTICLE
12
ARTICLE
J
ARTICLE
ARTICLE
ARTICLE
ARTICLE
ARTICLE
ARTICLE
ARTICLE
ARTICLE
ART]CLE
ARTICLE
ARTICLE
ARTICLE
ARTICLE
ARTICLE
13
14
15
16
17
18
19
20
21
22
23
ARTICLE
24
ART CLE
DEFINITION
HEADINGS AND NOTES
DEFINITION OF DATES
CONTRACT DURATION & SCHEDULE
DOCUMENTS MUTUALLY EXPLANATORY
DOCUMENTS COMPRISING THE CONTRACT
NOTICES AND STATEMENTS OF FACT
SCOPE OF WORK
INDEPENDENCE AND RESPONSIB[LITY OF
CONTRACTOR AND SUB CONTRACTING
COMPANY'S OBLIGATIONS
CONTRACTOR'S OBLIGATIONS
COMPANY'S RIGHTS AND PRIVILEGES
CONTRACTOR'S UNDERSTANDING OF THE
NATURE AND DETAILS OF THE WORK
TAXES AND DUTIES
CHANGES AND MODIFICATION
REMUNERATION
CONTRACT PR]CE
CONDITIONS OF PAYMENT
SUSPENSION OF PAYMENT
CURRENCY
PERFORMANCE BANK GUARANTEE
FINAL PAYMENT, F[NAL ACCEPTANCE & BANK
GUARANTEE RELEASE
DEDUCTION FROM PAYMENT
SUSPENSION CAUSED BY FORCE MAJEURE
SUSPENSION FOR FAULT OF CONTRACTOR
TERMINATION ON ACCOUNT OF FORCE MAJEURE
TERMINATION FOR FAULT OF CONTRACTOR
TERMINATION AT CONVENIENCE OFCOMPANY
LIABILITIES, INDEMN[TIES & WARRANTY
ARTICLE
25
26
27
28
29
30
ARTICLE
31
CONFLICT OF INTEREST
ARTICLE
ARTICLE
32
33
CONFIDENTIALITY
APPLICABLE LAW AND ARBITRATION
ARTICLE
34
ARTICLE
HEALTH, SAFETY AND SECURITY
35
ASSIGNMENT
ARTICLE
36
WAIVER OF DEFAULT
ARTICLE
37
38
LANGUAGE
ART
ART
ART
ART
CLE
CLE
CLE
CLE
ARTICLE
Tender No.
CD/34/14
INSURANCE
ENTIRE AGREEMENT

2 of 30
-4=LA? I
IAIHAO
ARTICLE 1
DEFINITIONS
1.1
For the purpose of this CONTRACT, the words and

expressions listed hereunder, shall have the meaning
assigned to them respectively.
1.1.1
AGREEMENT or CONTRACT
Means this signed document describing the relationship
between the COMPANY and CONTRACTOR, comprising
Articles 1 through 38 both inclusive together with all its
attachments, appendices, exhibits and documents referred
therein.
1.1.2
APPEND1CES
Means the contents
1.1.3
as
outlined in the Index.
APPROVAL
Means authorization in writing given by COMPANY to the
CONTRACTOR to proceed with the performance of a specific
part of the WORK without releasing in any way
CONTRACTOR from any of his obligation and liabilities
under the CONTRACT or at law.
1.1.4
CONTRACT PRICE
Means the sum to be paid to CONTRACTOR
under this AGREEMENT, as per Article 17.
1.1.5
by COMPANY
CHANGE/ VARIATION ORDER

Means any and all kinds of CHANGES to the CONTRACT
mutually agreed upon in writing by the PARTIES, according
to procedure set out in the CONTRACT.
1.1.6
EFFECTIVE DATE
The EFFECTIVE DATE shall be the date referred herein this
CONTRACT and thus the CONTRACTOR's remuneration.
1.1.7
COMPANY
Means "ABU DHABI PETROLEUM PORTS OPERATING
COMPANY"
1.1.8
(IRSHAD)
COMPANY REPRESENTATIVE.
Tender No. CD/34/14

3 of 30
1=J I
IAIHAO
COMPANY shall appoint:

COMPANY (IRSHAD) CONTRACT Holder as overall authority
a.
of the CONTRACT.
b. COMPANY (IRSHAD) Representative the person appointed
by the Contract Holder to supervise the execution of this
-
CONTRACT.
(IRSHAD) SITE Representative(s) The person(s)

appointed by the Contract Holder to assist the Company
Representative in supervising the activities of this CONTRACT
at any given site or sites.
COMPANY
c.
The above nominated shall be authorized to act on behalf of COMPANY and with whom
CONTRACTOR may consult at any reasonable time and whose instructions, requests and
decisions will be binding upon COMPANY & CONTRACTOR as to all matters pertaining to
this AGREEMENT and the performance of the PARTIES hereunder.
1.1.9
COMPLETION DATE
The COMPLETION DATE shall be the date referred herein this
CONTRACT
1.1.10
CONTRACTOR REPRESENTATIVE
Upon coming into force of this AGREEMENT, CONTRACTOR shall designate a competent
authorized representative acceptable to COMPANY to represent and act for CONTRACTOR:
a.
Contract Manager: CONTRACTOR's overall
Incharge
of this
CONTRACT.
b. Contractor
c.
Representative: the person appointed by the

Contract Manager to supervise the execution of this CONTRACT.
Contractor Site Representative: the person(s} appointed by the
Contract Manager to assist the Contractor Representative in
supervising the activities of this CONTRACTOR at any given site
or
sites.
All notices, determinations, directions, instructions and other communications given to

CONTRACTOR Representative by COMPANY shall be deemed to be given to CONTRACTOR as
to all matters pertaining to this AGREEMENT and the performance of the PARTIES
hereunder. COMPANY reserves the right to accept such representatives or seek suitable &
approved replacements within 14 (fourteen} days. Emergency Leaves of appointed
representatives under this Contract shall be granted by the COMPANY on submission of
credible & verifiable evidence. Replacement of personnel who proceed on approved
Emergency Leave shall be accomplished by the CONTRACTOR within 14 (fourteen) days.
1.1.11
DAY
Means calendar day.

CD/34/14
Tender No.
40f30
itbh
IAIHAO
1.1.12
FORCE MAJEURE
Means strikes, excluding strikes occurring among the employees of
CONTRACTOR or his SUBCONTRACTORS, or other industrial
disturbances of a general nature, acts of a public enemy, wars,

blockades, insurrection, riots, epidemics, landslides, earthquakes,
lightning, civil disturbances, explosions, and any other occurrences
similar to the kind herein enumerated, not within control of either
PARTY and which
able to overcome.
1.1.13
by
exercise of due
diligence
neither PARTY is
PARTY/PARTIES
Shall
mean
COMPANY
or
CONTRACTOR
or
both
as
dictated
by the
text.
1.1.14
SITE
Means locations where SERVICES
CONTRACTOR.
1.1.15
are
to
be
performed by
STATEMENT OF FACT
significant event, recorded in the

the
COMPANY,
provided by
signed by CONTRACTOR and
countersigned by COMPANY REPRESENTATIVE as a time record of
Shall
mean
the record of any
form
events.
1.1.16
OPERATIONAL PERIOD
Shall be the period from COMMENCEMENT DATE to the
COMPLETION DATE measured through in calendar days.
1.1.17
WORK
Refer collectively to all services and all obligations to be fulfilled

by CONTRACTOR pursuant to the CONTRACT.
ARTICLE 2
HEADINGS AND NOTES
and Notes" in this CONTRACT are inserted and included solely for
convenience and shall not be considered of given any effect in connectjon with the
duties, obligations or liabilities of the respective PARTIES hereto, or in ascertaining
the intent of the PARTIES hereto, if any question of intent should arise, it being the
intention of the PARTIES that this CONTRACT shall be construed as a whole and
"Headings
terms
Tender No.
mutually explanatory.
CD/34/14

5 o f 30
Implementation
IAIHAO
ARTICLE 3
DEFINITION OF DATES
The OPERATIONAL PERIOD OF THE CONTRACT is XX
Days (XXXX
XXXXX XXXXX
Days).
ARTICLE 4
CONTRACT DURATION AND SCHEDULE
4.1 This AGREEMENT shall come into force on the EFFECTIVE DATE above written
and shall be valid from the EFFECTIVE DATE, subject to the provision for earlier
termination contained in Article 27 & 28.
the COMPANY & subject to acceptance of both the PARTIES, the

agreement may be renewed for subsequent periods on annual basis at the same
rate, terms & conditions.
4.2 If
required by
1. COMMENCEMENT DATE
2. COMPLETION DATE
Note:
XX of XXXX 2 0XX
XX of XXXX 2 0XX
Project Schedule attached (ref.: )
ARTICLE 5 DOCUMENTS MUTUALLY EXPLANATORY

5.1
conflict, discrepancy or inconsistency among any of the

documents comprising the CONTRACT, they shall rank in priority in
accordance with the following order:
In the event of any
/L
//L
This AGREEMENT & ARTICLES

ANNEXURES (with ExhibitsJ
All Pre Contract Correspondences
the AGREEMENT and APPENDICES forming this

CONTRACT are intended to be correlative and mutually explanatory, and any
WORK required in one document and not mentioned in another shall be
performed to the same extent and purpose as though required by all.
Subject
5.2
to the
foregoing,
misplacement, addition or omission of a word or character shall not

change the intent of any part of the CONTRACT from that set forth by the
CONTRACT as a whole. CONTRACTOR shall be solely responsible for
requesting any interpretation or clarification of the CONTRACT and shall bear
any costs and expenses arising from his failure to do so.
The
If CONTRACTOR discovers any conflicts, ambiguities, errors, omissions or

discrepancies between the documents forming the CONTRACT, the matter
shall be submitted immediately by CONTRACTOR in writing to COMPANY for
6 of 30
Tender No. CD/34/14
Content
Implementation
Enterprise
Management
5.3
L...j l
=
IASHAO
clarification.
Any work affected by such conflicts, ambiguities, errors,

discrepancies which is performed by CONTRACTOR subsequent
to discovery but prior to clarification by COMPANY shall be at CONTRACTOR's
omissions or
risk.
5.4
All determinations, instructions, clarifications from COMPANY related to the

CONTRACT shall be rendered in writing by letter or fax within fifteen (15)
days from the date of such submission and shall be final unless appealed by
CONTRACTOR in writing, within ten (10) days from the receipt of such
determination, instruction and/or clarification. Any dispute thereafter may
be settled pursuant to the provisions of ARTICLE 33 hereof.
5.5
At all time, CONTRACTOR shall proceed with related work in accordance with
such determination, instruction and/or clarification. Notwithstanding the
foregoing, if any of the questions concerning interpretation or clarification
relate to the need for a CHANGE ORDER, neither PARTY to the CONTRACT
shall be deemed to have waived its rights pursuant to ARTICLE 15.
5.6
All dates and time

calendar.
5.7
Words
implying
requires
and
periods
the
referred to in the CONTRACT relate to
singular
include also the
plural, where the
Gregorian
context so
vice versa.
ARTICLE 6 DOCUMENTS COMPRISING THE CONTRACT

6.1
The contractual documents binding COMPANY and CONTRACTOR and

constituting the CONTRACT are the AGREEMENT, its ARTICLES and the
various ANNEXURES and APPENDICES attached thereto as follows and the
referred documents therein & clearly defined as outlined in the Contract
Index.
6.1.1
The AGREEMENT and its ARTICLES describes the General, Special,

Commercial and Contractual terms and obligation between the PARTIES and
the execution of CONTRACT between the PARTIES.
ARTICLE 7 NOTICES AND STATEMENT OF FACT

7.1 Notices
Any notice
to
be given hereunder may be
sent
by registered letter
class postage pre-paid or hand delivered or sent by facsimile

addressed to the other PARTY in the following address:
with first
transmission,
To CONTRACTOR:
M/s. (Successful Bidder)

CD/34/14
Enterprse Content Management Implementation
Tender No.
7 of 30
<r
Lt, I
IRIHAO
O
P.0 Box XXX

Abu Dhabi, UAE
Attn: M r. XXXXXXXXXXXX
Fax No. 02 XXXXXXX
To COMPANY
Abu Dhabi Petroleum Ports

P. 0 Box 61
Abu Dhabi, UAE
Operating Co. (IRSHAD}
Attn.: XXXXXXXXXXXXX
Fax No : 02 XXXXXXXXXX
7.2
STATEMENT OF FACT
Any STATEMENT OF
FACT
as
CONTRACTOR and returned

instance of his agreement.
defined in ARTICLE 1 herein shall be
signed by
to the COMPANY REPRESENTATIVE in the
Copies
of all STATEMENTS OF FACT shall be maintained

CONTRACTOR at the SITE.
first
separately by
ARTICLE 8 SCOPE OF WORK
Subject to the terms and conditions of this AGREEMENT, CONTRACTOR undertakes to

provide COMPANY the following WORKS. The CONTRACTOR is deemed to have
taken fullest consideration ofthe Scope of WORKS and built up his offered prices
accordingly,
8.1 SCOPE OF WORK:
Scope of Work outlines the tasks required for the CONTRACTOR to provide
complete Enterprise Content Management System as per IRSHAD requirements in
order to avoid any data loss & enable process automation electronically and
minimize the operation time, including Post Implementation Support is required
for minimum of l(one) year, as detailed in the Annexure 1 (17 pages}.
The
8.2 HEALTH & SAFETY REGULATIONS:
8.2.1
Tender No.
The entire scope of Services under this Contract shall be performed in line
with all applicable UAE, Abu Dhabi Authorities, Land Lord and COMPANY
HSE Regulations.
CD/34/14

8 of 30
Ln,1
IAIHA
8.2.2
The CONTRACTOR shall

No. 24 of 1999. 13,
8.2.3
comply with
UAE
regulations such as Federal Law
All services shall be fully compliant to ADNOC Sheikh Khalifa

Complex and Company's Health, Safety, Security, Environment and
requirements.
8.2.4
Energy
Quality
CONTRACTOR shall be fully acquainted with ADNOC Sheikh Khalifa Energy

Complex and COMPANY's Health, Safety, Security and Environmental
regulations and requirements.
8.3 WARRANTIES:
CONTRACTOR shall obtain from his vendors and suppliers for the benefit of
COMPANY all possible warranties in respect to materials, spare parts, tools and
supplies delivered or installed by them, and such warranties shall be assigned to
COMPANY or to such entity as shall be designated by COMPANY.
ART[CLE 9 INDEPENDENCE AND RESPONSIBILITY OF CONTRACTOR

9.1
CONTRACTOR shall be an independent contractor and as such he shall

manage, control and direct his own resources in the provision of the
SERVICES and other facilities. However, COMPANY REPRESENTATIVES shall
be entitled to direct the execution of the WORK, without relieving the
CONTRACTOR in any manner from its obligations and responsibilities under
the CONTRACT.
9.2
employee, servant or agent of CONTRACTOR

employee, servant or agent of COMPANY.
9.3
Sub-Contractor: CONTRACTOR shall not sub-contract any major part of this

AGREEMENT or appoint any major SUPPLIERS without the written consent of
the COMPANY.
No
shall be deemed to be
an
ARTICLE 10 COMPANY's OBLIGATIONS

10.1
COMPANY REPRESENTATIVES
COMPANY shall appoint a representative, hereinafter called COMPANY
REPRESENTATIVE who shall have all rights and duties, to perform all
functions of COMPANY required under this CONTRACT.
COMPANY shall inform CONTRACTOR in writing of the name of COMPANY

REPRESENTATIVE and any change hereof. COMPANY REPRESENTATIVE shall
have the right to obtain any assistance that he considers advisable to perform
his function and may at any time and for any reason delegate in writing any or
Tender No. CD/34/14
9 of 30
1=J I
IRIHAO
all of his
rights, powers and duties and/or functions to any other person.

promptly inform CONTRACTOR in writing ofsuch delegation.
COMPANY shall
COMPANY REPRESENTATIVE shall direct and instruct CONTRACTOR with

regard to the requirements ofthe WORK to be executed.
COMPANY REPRESENTATIVE shall approve and
FACT, reports issued by CONTRACTOR.

CONTRACTOR may be either rejected
REPRESENTATIVE.
10.2
or
sign all
STATEMENTS OF
Incorrect submissions by
corrected by COMPANY
INTERIM PERFORMANCE ASSESMENT:
CONTRACTOR's
Performance shall be monitored by COMPANY

Representative by way of Weekly Meetings supported by Weeky Progress
Reports. However to secure the best interests of the COMPANY IRSHAD
reserves the fullest right to perform random/surprise audits etc.
10.3
PENALTIES:
10.3.1 PENALTY FOR DELAY
Penalty of 0.1% of the Contract Value per day of delay shall be applicable for
not achieving fullest project completion the stipulated Completion Period
however the penalty shall be limited to a maximum of 10% of the Contract
Value.
10.3.2
PENALTY FOR NON- DELIVERY & NON-COMPLIANT SERVICES:
The Services provided or intended to be provided by the CONTRACTOR vide

this Contract is categorized to be critical & of high importance to the
COMPANY. The CONTRACTOR is obliged to perform the Services most
diligently & without any interruption and compromise to the Quality & Safety
Standards as applicable. Should there be any shortfall in the Contractual
Deliverables in performance or standards, the COMPANY reserves the full
rights to initiate alternative actions and engage alternative resources, with or
without any notification to the CONTRACTOR, and debit the incurred cost to
the CONTRACTOR at'Cost +10%' basis.
10.4
Emergency Medical Evacuation

COMPANY may, to the extent available, assist CONTRACTOR, by providing
medical evacuation at the time of any medical emergency at Contractor's cost,
10.5
Facilities Provided by COMPANY

COMPANY shall
provide to the CONTRACTOR such facilities as letters to assist

CONTRACTOR in getting security passes for personnel, equipment to the SITE
n connection with this AGREEMENT.
Tender No. CD/34/14
10 of 30
OUJI
IRSHAO
ARTICLE 11 CONTRACTOR's OBLIGATIONS
11.1
CONTRACTOR warrants that it will perform the SERVICES in a professional

and highly skilled manner consistent with such good industry practices as are
customarily employed and are in accordance with estabished codes and
standards and meet the requirements stated herein.
11.2
CONTRACTOR and its personnel shall
strictly comply with COMPANY Health,

and Regulations. Any CONTRACTOR
Safety and Environmental Rules

personnel entering COMPANY premises or SITE shall be familiar with and
shall obey relevant safety rules and regulations at all times. Any person
required to drive a vehicle for the performance of the SERVICES shall be in
possession of a valid U.A.E driving license for the type ofvehicle to be driven.
11.3
In the event of misconduct, violation of safety regulations, persistent ill health

negligence of the personnel, CONTRACTOR shall, within two days of
COMPANY's written notice to do so, withdraw such person without any
objection and shall promptly provide suitable replacement at no extra cost to
the COMPANY.
or
11.4
CONTRACTOR shall make his own arrangement for medical services to its
personnel. However, if for any reason, COMPANY's medical facilities are
availed, the actual costs incurred shal be back-charged to the CONTRACTOR.
11.5
COMPANY shall allow CONTRACTOR personnel access to so much of the SITE

where the SERVICES are to be carried out as COMPANY may determine and
shall advise CONTRACTOR of COMPANY's rules and regulations regarding
security pass, safety, personnel and vehicle movements on its properties and
CONTRACTOR shall comply with such rules, regulations limitations.
11.6
COMPANY shall have the right at all reasonable times to supervise the
performance of the SERVICES by CONTRACTOR. The supervision of the
SERVICES by COMPANY shall not be deemed acceptance thereof by COMPANY,
and shall not re]eve CONTRACTOR of any of its obligations set forth in this
AGREEMENT.
11.7
Unless otherwise agreed between the PARTIES, CONTRACTOR, shall be solely

responsible for and where applicable, shall provide at its sole cost and
expense all passports, visas, no objection certificates, work permits, residence
visas, certificates of medical fitness, driver's licenses, security passes, and all
other permits and documentation as may be required for its employees to
perform the SERVICES.
11.8
CONTRACTOR shall have no claim for extra payment nor shall it be relieved or
excused from any obligation under this AGREEMENT as a result of any lack of
knowledge as to the nature of the SERVICES, means of access, local facilities,
Tender No. CD/34/14

11 of 30
<g-
L.-# '
=
J
IA?HAO
labor conditions and

SERVICES.
practices, or similar matters affecting performance of the
All cost of transportation, boarding and lodging of CONTRACTOR's personnel

at alllocations or SITE(s) and transportation of materials, equipment, tools for
the SERVICES shall be to CONTRACTOR's account and responsibility.
1
11.9
Permits and Visas
CONTRACTOR shall procure and maintain administrative authorization,

which must be procured in CONTRACTOR's name, including, without
limitation, entry visas, residence permits, work permits, access cards to Oil
Installations (Security Pass) for his employees, agents or servants, import
license required in order to comply with all applicable laws and regulations
relating to CONTRACTOR's right to operate in ABU DHABI. The cost of
procuring and maintaining such authorizations shall be borne by
CONTRACTOR and deemed included in the CONTRACT PRICE.
11.10 CONTRACTOR REPRESENTATIVE
11.10.1 CONTRACTOR shall
designate and maintain during the entire course of the

WORK,
English speaking representative whose appointment shall be
subject to the prior written approval of the COMPANY and who shall have
been supplied with copies of this CONTRACT and of all other information in
an
connection with the WORK.
11.10.2 CONTRACTOR shall inform COMPANY in writing of the name of the

representative, attaching his curriculum vitae for COMPANY approval. Any
subsequent replacement of the representative or changes in CONTRACTOR S
key personnel connected with the WORKS shall be subject to the prior
written approval of COMPANY, which approval shall not be unreasonably
withheld. The representative shall have full charges of all operation of
CONTRACTOR in respect of the WORK and shall have full authority to
represent CONTRACTOR in all matters concerning the performance of the
WORK under his supervision. This authority shall include the power to agree
on behalf of CONTRACTOR to any changes or modification to the WORK and
sign CHANGE ORDERS.
11.10.3
Any
communication or notice given to CONTRACTOR REPRESENTATIVE by

COMPANY or COMPANY REPRESENTATIVE or ENGINEER shall be
considered as given to CONTRACTOR.
11.10.4 CONTRACTOR shall also designate a deputy representative who shall be fully
authorized to act as CONTRACTOR REPRESENTATIVE, when the appointed
representative is absent.
11.11
Conformity of Equipment & Consumables
Tender No. CD/34/14

Dratt Form of Contract
12 of 30
Lt J'
O
IAIHAO
CONTRACTOR shall ensure, at its own cost that all its
equipment, tools,
consumables deployed for the WORK complies throughout the OPERATIONAL

PERIOD, with the specifications set out in this CONTRACT and with any
national or international laws and regulations, HSE Guidelines applicable to
such items.
11.12
Compliance with Instructions

CONTRACTOR
shall
comply with the instructions of COMPANY

REPRESENTATIVE concerning the Project, provided that such instructions do
not exceed their authority, scope and provisions of this CONTRACT.
CONTRACTOR REPRESENTATIVE shall be only entitled to reject instructions
which, in the performance thereof, would threaten the safety of
CONTRACTOR's or COMPANY's personnel. If such right is exercised,
CONTRACTOR REPRESENTATIVE shall inform COMPANY REPRESENTATIVE
in writing at the earliest opportunity.
11.13
Logs and Reports

CONTRACTOR shall prepare and submit to
operations in a form acceptable to COMPANY.
COMPANY, reports of the
11.14 Replacement ofpersonnel
Upon
the written request of COMPANY, CONTRACTOR shall replace within a

maximum of 7(seven) days at its cost, with another of similar qualifications,
any person who in the judgment of COMPANY is unable to perform his duties
due to sickness, absence, inefficiency, incompetence, negligence, indiscipline
or who harms the good relations between COMPANY and Government
Authorities.
11.15 Health, Safety and Environment
(HSE}
The HSE Directives are subject to revision & upgrades from time to time:
CONTRACTOR to take into account all such revisions that are in-force
from time to time & comply with them diligently, without any delay &
negligence, and not at any additional cost to COMPANY arising from
whatsoever reasons thereof.
COMPANY would conduct independent HSE audits and or inspections and

observations of the audit and or inspection team will be communicated to the
CONTRACTOR. The HSE audit and /or inspections observations and
comments shall be
satisfactorily closed out by the CONTRACTOR within the

time frame agreed with the COMPANY REPRESENTATIVE.
Tender No.
CD/34/14

13 of 30
IRIHADI
Audit/Inspection
CONTRACTOR shall cooperate and assist in all specialized technical audits and
or inspections of the services/work provided under this CONTRACT, when the
COMPANY chooses to arrange such an audit and/or inspection for the express
purpose for ensuring that the specified operating code and practices are being
complied by the CONTRACTOR. Any recommendations arising from the audit
shall be implemented by the CONTRACTOR at its own cost, within the time
table agreed by the COMPANY REPRESENTATIVE.
11.16 Compliance with Statutes and Regulations
In all respect, the provisions of any statute, ordinance, decree, proclamation

or any other order or any other enactment or any regulation or by law of any
local or other duly constituted authority having the force of law in the
OPERATIONAL AREA/SITE and the rules and regulations of all public bodies
and companies whose property or rights are affected or may be affected shall
apply to the CONTRACTOR. The CONTRACTOR shall keep COMPANY fully
indemnified against all penalties and iabilities of every kind thereunder for
which it, as a result of the CONTRACTOR not complying with such statutes,
rules and regulations may become liable.
11.17
Emergencies
CONTRACTOR shall exercise due care and attention at all times for the
prevention of fire, explosion and shall notify COMPANY in the quickest and
most effective way of any signs which may indicate a dangerous situation for
personnel and material and shall take all possible emergency measures
consistent with good practice and in accordance with all safety regulations.
11.18 Patent rights

CONTRACTOR hereby warrants that the use of any equipment, software,
material or process supplied or used by the CONTRACTOR for or in
connection with the WORKS envisaged under this CONTRACT does not
infringe upon the patent rights, copy rights or intellectual property rights of
any third party and CONTRACTOR shall hold COMPANY harmless and fully
indemnified from any claim or action based on such alleged infringement by
the CONTRACTOR.
11.19
Delivery of Documents
Upon completion
of the Project, on the COMPLETION DATE, CONTRACTOR

shall handover the full ownership and responsibility of the system to
COMPANY.
11.20 Disclosure and Confidentiality

CD/34/14
Tender ND.
14 of 30
e
LEJ '
n
IAIHAO
CONTRACTOR undertakes that neither it nor its personnel shall at any time,
except with the prior written consent of COMPANY, make any reference
publicly or disclose any information on the content of this CONTRACT or to
the operations or interest of COMPANY to any person who is not directly
concerned with the performance of the activity or operations envisaged under
this CONTRACT.
All information, data and documents generated under this CONTRACT or
provided by COMPANY shall be treated strictly confidential by the
CONTRACTOR, its subcontractors and agents.
11.21
Qualified Personnel
CONTRACTOR shall provide and deploy only qualified and skilled personnel
on the respective trade. All CONTRACTOR staffshall be holders of Abu Dhabi
Visas and minimum language ability for communicating in English.
11.22
ApprovaI of personnel
CONTRACTOR shall obtain prior approval of COMPANY, which shall not be
unreasonably withheld, for all CONTRACTOR personnel deployed for the
CONTRACT. CONTRACTOR shall make his best endeavors to permanently
assign the same personnel for the services.
11.23 Accident Reports

CONTRACTOR shall immediately report to COMPANY all accidents, near
misses and occurrences resulting in injury, death, property damage or loss
and shall furnish such reports as may be required by Police and other
Government authorities.
11.24
Discipline
CONTRACTOR shall maintain at all times strict
among CONTRACTOR personnel.
discipline
and
good
order
11.25 Additional Services

CONTRACTOR shall do its best endeavors to provide at COMPANY request
such additional services not included or otherwise covered in the CONTRACT
that may be required by COMPANY requested in writing shall be issued and
reimbursed by way of a Variation.
ARTICLE 12 COMPANY'S RIGHTS AND PRIVILEGES
12.1
Work Programme
Tender No. CD/34/14

Draft Form ofContract
15 of 30
[mplementation
L-ki '
IAIHAO
Outlined as
agreed Contract Duration.
12.2
be
to
within the
Replacement of Personnel
COMPANY shall be entitled to
CONTRACTOR's
12.3
unconditionally completed
personnel.
require
the
replacement
of any of the
Variation in Scope of WORK

COMPANY may require CONTRACTOR to effect a reduction or increase of
WORK to meet the unanticipated requirement not covered under the
CONTRACT. A VARIATION ORDER shall be mutually agreed between PARTIES
to effect such changes.
12.4
Technical Audit
CONTRACTOR shall cooperate and assist in all specialized technical audits of
the services/work provided under this CONTRACT, when the COMPANY
chooses to arrange such an audit for the express purpose for ensuring that the
specified operating code and practices are being complied by the
CONTRACTOR. Any recommendations arising from the audit shall be
implemented by the CONTRACTOR at its own cost, within the time table
agreed by the COMPANY REPRESENTATIVE.
12.5
Deficient Work
If during the course of the CONTRACT, any part of the WORK executed by
CONTRACTOR or his SUBCONTRACTOR is found defective or does not
conform to the CONTRACT in any way, including but not limited to
CONTRACTOR's failure to:
Prosecute the WORK with
diligence and dispatch, and/or
Correct
or cause to correct
any defect of the WORK,
Comply
with any other
provisions
and/or
of the CONTRACT
relating
to the
WORK,
require and direct the CONTRACTOR to remedy, or

be
such
deficient part of the WORK, at CONTRACTOR's
cause to
remedied,
own expense.
Then the COMPANY may
If the CONTRACTOR does not promptly undertake and proceed with due
diligence to remedy said deficiency, then COMPANY may give CONTRACTOR
notice of said deficiency and hire another contractor to remedy that
deficiency. In any case, CONTRACTOR shall not be remunerated for the
Tender No.
CD/34/14

16 of 30
4
Lk'I
IAIHAO
deficient WORK but shall be invoiced for any additional expenses that
COMPANY may incur as a result of the deficient WORK or deduct appropriate
COMPANY determined
rate/percentage
from CONTRACTOR's invoice for the
deficient work or services.

ARTICLE 13
CONTRACTOR's UNDERSTANDING OF THE NATURE AND DETAILS

OF WORK
CONTRACTOR
acknowledge and undertake that before signing the

he
has carefully read and understood the SCOPE OF WORK and
AGREEMENT,
the entire documents relating to the CONTRACT, and have obtained a full
understanding and knowledge of the nature and scope of the WORK and ofthe
prevailing SITE conditions and all those factors affecting the WORK directly
and
indirectly.
ARTICLE 14 TAXES AND DUTIES
14.1
CONTRACTOR shall be liable for all taxes, imposts, duties, withholding taxes,
charges or other assessment of whatsoever nature, whether levied by the
Government of Abu Dhabi or the U.A.E. or any other government elsewhere
pursuant to and as existing and payable on the coming into force of this
CONTRACT.
sponsorship which would enable CONTRACTOR to

as ali personal income tax or any corporate taxes or
registration charges levied by the Government of Abu Dhabi or U.A.E. at any
14.2 All payments relating to

work in the U.A.E. as well
future date, shall be
to
the sole account of CONTRACTOR.
ARTICLE 15 CHANGES AND MODIFICATION
COMPANY shall have the right at any time to require CONTRACTOR to make
any change or modification to the WORK incIuding any addition or deduction
to the amount of WORK or level of services to be provided by CONTRACTOR,
and such changes shall be dealt through a VARIATION ORDER issued n
writing provided it constitutes a change in the magnitude or quality of WORK
affecting the CONTRACT PRICE.
ARTICLE 16 REMUNERATION
16.1
COMPANY agrees to pay, and CONTRACTOR agrees to accept, as full

compensation released in accordance with the Payment Milestones laid out in
ARTICLE 18 for CONTRACTOR's entire and orderly performance of the WORK
the CONTRACT PRICE set forth in ANNEXURE II, subject to such additions or
deductions thereof, as may be made under the provisions herein contained.
16.2
In consideration of the payment to be made by COMPANY to CONTRACTOR as

hereinafter mentioned, CONTRACTOR hereby is committed to render all
17 of 30
Tender No. CD/34/14

Implementation
=LJI
IMHAD
COMPANY all service, manpower, equipment, softwares,
consumable, reports and materials necessary for the entire completion and
orderly prosecution of the WORK in full conformity in all respect with the
provisions ofthis CONTRACT.
WORK and
16.3
provide
COMPANY is
performance
and in the
hereby
of the WORK the remuneration
manner
consideration of due
herein mentioned at the time
covenant to pay CONTRACTOR in

as
prescribed herein,
ARTICLE 17 CONTRACT PRICE

The LUMPSUM CONTRACT PRICE for the provision of services and
performance of WORK as directed by COMPANY shall be as defined within
ANNEXURE II, and shall include without limitation, mobilization,
demobilization, tools & equipment, lodging & boarding, management, testing,
overhead, allowances, profit, insurance, premises, visa fees, air tickets,
transportation, taxes & duties, bank guarantees, consumable, corporate,
maintenance, personnel training (inside UAE & outside UAE region),
premiums, depreciation and other taxes and all other costs and expenses
directly or indirectly incurred by the CONTRACTOR in the provisions of
WORK to COMPANY.
CONTRACT PRICE shall be all inclusive & remain FIRM and FIXED for the
whole duration of the CONTRACT and any extensions thereof. No claim of the
CONTRACTOR on account of currency exchange rate fluctuation, inflation,
variation in the wage rate, additional manpower/ equipment/ facilities
required than estimated etc. shall be admissible.
ARTICLE 18 CONDITIONS OF PAYMENT
18.1
Invoicing Procedure
18.1.1 At the COMPLETION & ACCEPTANCE of SERVICES, the CONTRACTOR shall

submit to COMPANY an invoice and shall be fully inclusive of all direct &
indirect costs arising from fullest understanding of the Scope of Works and
respect of the SERVICES rendered, during the period.
"Original Invoice" [stamped "Original for payment"] plus three copies,

together with supporting documents, shall be addressed and submitted to:
18.1.2 The
Finance Division
IRSHAD
PO BOX 61
Abu Dhabi
18.1.3 Each invoice shall be presented as follows:
With reference number of the CONTRACT, serial number of invoice and
I)
date of invoice.
CD/34/14
Tender No.
18 of 30
Lt '
n
J
IASMAD
Stating clearly the work item for which payment is required, showing
the relevant line items in the PRICE SCHEDULE.
Supported by all necessary documentation to enable COMPANY to
review and approve, such as but not limited to, receipts, STATEMENT
OF FACT and other relevant documents signed by COMPANY
REPRESENTATIVE or his delegate.
Prepared in the currency of the CONTRACT.
Stating the CONTRACTOR's bank details where the payment is to be
made.
Final invoice shall be clearly marked as "FINAL INVOICE" and shall be
supported by the duly signed RELEASE LETTER & COMPLETION
CERTIFICATE.
11)
HI)
IV)
V)
VI)
18.2
Payment of Invoices
18.2.l Payment Procedure
COMPANY shall release the payment to CONTRACTOR
as
per the payment
terms listed below:
Payment
Percentage
ECM Milestone
Process Analysis, Meetings and Documentation,
Business Requirement Review/Signoff, Customization
Design Review/Signoff,Project Implementation Plan
A)
10
Review/Signoff
B) System Installation & Configuration
Forms & Workflow Completion
Reports & Customization Completion
System Integration Completion
20
User & Admin Training
15
User Acceptance Testing
15
Final Acceptance
20
10
10
Payment Terms for 1 (One) year Post implementation Support as below:

Post Implementation Support for
1(One)
year
1-3 Months
Payment
Percentage
20
20
25
35
(Payment end of the Quarter)

4-6 Months (Payment at end of the Quarter)
7-9 Months (Payment at end of the Quarter)
10-12 Months(Payment at end of the Quarter)
Tender No. CD/34/14

at
19 of 30
L=i l
=
IAIHAO
Upon receipt of invoice, COMPANY shall review it and should the payment
requirement be deemed in accordance with the CONTRACT, COMPANY shall
approve said invoice and subject to the provisions of sub-articles below
payment shall be made within forty five [45] days of receipt thereof, by bank
transfer to the bank account which shall be notified by CONTRACTOR to
COMPANY in writing.
The COMPANY shall deduct
applicable penalties for all delays, un-attended

defects & non-compliance notified in writing to the CONTRACTOR as specified
in Article 10.3.
18.2.2
Any payment made by COMPANY shall not be

COMPANY's right to object to any invoice so paid.
18.2.3 No claim for bank charges, interest

accepted for delayed payments.
18.3
charges
or
construed
loss of
use
as a
waiver of
of funds shall be
DISPUTED INVOICE
Should the invoice be
disputed wholly,
or
in
part, COMPANY shall
act as
follows:
18.3.1 When the disputed amount s more than ten percent [10%] of the invoice
value, the invoice shall be fully rejected and returned to CONTRACTOR and
considered as cancelled in COMPANY records. A new invoice shall then be
issued by CONTRACTOR in accordance with COMPANY s recommendation.
Payment o f the new invoice shall be done within forty five [45] days of receipt
of the new invoice by COMPANY.
,
18.3.2 When the disputed amount is less than 10% of the invoice value, COMPANY
will on its own, correct the invoice value and pay the amount less the disputed
amount. This payment is regarded as final payment ofthe said invoice.
18.3.4 In the event of deductions from "Original Invoice" as provided for above,
COMPANY's liability to CONTRACTOR shall be limited only to the prompt
payment of such amounts as are subsequently proved payable. No claim for
bank charges, interest charges or loss of use of funds shall be accepted.
18.4
due to CONTRACTOR under the CONTRACT, COMPANY shall be

entitled to deduct any and all amounts due by CONTRACTOR to COMPANY by
way of"Set Off'
From any
ARTICLE 19
19.1
Tender No.
sum
SUSPSENSION OF PAYMENTS
Thirty [30] days from the signing of the CONTRACT and before any
payment is made by COMPANY, CONTRACTOR shall submit to COMPANY a
copy of all the Insurance Policies required under Article 30.
Within
20 of 30
CD/34/14

[mplementation
L.?J 1
IAIHAO
19.2
Should the CONTRACTOR fail to effect or keep in force the insurances

required under the CONTRACT or any other insurance which may be required
under the terms of the CONTRACT, COMPANY shall have the right to withhold
payment of all moneys due to CONTRACTOR under this CONTRACT. Amount
so withheld shall only be paid after the submission by CONTRACTOR of the
insurance policy certificates required under the CONTRACT.
ART[CLE 20 CURRENCY
The currency of the CONTRACT shall be United Arab Emirates Dirhams
{AED)
and all compensation and invoices shall be expressed and all payments to the
CONTRACTOR shall be made in that currency.
ARTICLE 21 PERFORMANCE BANK GUARANTEE

CONTRACTOR to submit a Irrevocable & Unconditional PERFORMANCE BANK
GUARANTEE as in amounting to 10% of the CONTRACT PRICE within 15
(Fifteen] Days of signing of the Contract, as detailed in the EXHIB[T 2 valid
till 90 days beyond the completion date of the Contract.
ARTICLE 22 FINAL PAYMENT

22.1
recording the COMPLETION DATE has been

CONTRACTOR shall submit a final summation
When the STATEMENT OF FACT
countersigned by COMPANY,
for the COMPANY's approval of the amount and value [in terms of the
CONTRACT PRICE] of all WORK. Upon approval by COMPANY of any such
summation CONTRACTOR shall prepare and submit his final invoice in

accordance with such summation. Within forty five [45] days following
receipt of such invoice COMPANY shall pay to CONTRACTOR all amounts
remaining due after deducting amount due from CONTRACTOR.
22.2
COMPANY shall not be obliged to make final payment unless and until
CONTRACTOR has furnished COMPANY the RELEASE LETTER as in EXHIBIT
3.
ARTICLE 23 DEDUCTION FROM PAYMENTS
23.1
From any sum due to the CONTRACTOR under the CONTRACT, COMPANY,
without waiver or limitation of any of its rights under the CONTRACT or at
law, shall be entitled to deduct any and all amount due from the
CONTRACTOR to COMPANY.
23.2
Charges including, but not limited to, COMPANY provided services shall be the
subject of a Monthly Debit Note raised by COMPANY which sum shall be paid
by CONTRACTOR within thirty [30] days of issue of said debit note.
CD/34/14
Enterprise Content Management [mplementation
Tender No
21 of 30
L---JI
=
IAIHAO
23.3
not paid by the CONTRACTOR shall be recovered by COMPANY

deduction from payments due to CONTRACTOR, in accordance with
sub-article 23.1 above, immediately following the time that such payments
become due.
Charges
through
ARTICLE 24 SUSPENSION CAUSED BY FORCE
MAIEURE
24.1
If the WORK is suspended on account of FORCE MAIEURE, no payment shall

be made by COMPANY for the period of FORCE MAJEURE. However, this
CONTRACT may be terminated under the ARTICLE 26 herein.
24.2
temporarily rendered unable wholly or in part by FORCE

MAIEURE to comply with its obligations under this CONTRACT and i f notice of
such FORCE MAJEURE is given to the other PARTY in writing within five (5)
days after the occurrence of the cause relied on, then such obligations of the
PARTY affected shall, without prejudice to the provisions of ARTICLE 26
hereinafter and to any right of the other PARTY under this CONTRACT, be
suspended so long as this inability continue by reason of such FORCE
MAJEURE. The PARTY claiming FORCE MAJEURE shall also give written well
founded notice to the other PARTY within five (5) days of occurrence and end
1f either PARTY is
of the FORCE
24.3
The PARTY
MA]EURE.
claiming to
of proving that it is
so
be affected
affected.
by FORCE MAJEURE shall
bear the burden
ARTICLE 25 SUSPENSION FOR FAULT OF CONTRACTOR
25.1
COMPANY shall decide what remuneration is due to CONTRACTOR in the

event that any part of the WORK remains unavailable to COMPANY, generally
applying following principles:

25.1.1 If the CONTRACTOR is unable to provide the WORK/services due to
CONTRACTOR's failure to provide within the time periods specified, then the
COMPANY may hire equivalent services from others and counter charge the
CONTRACTOR with any additional cost over the CONTRACT PRICE.
25.1.2 If part of the WORK is unavailable but does not prevent COMPANY
proceeding with its work program, then the remuneration, calculated or
prorated based on rates and/or prices included in ANNEXURE 11 concerning
the part of WORK unavailable shall not be due.
WORK/services is unavailable and COMPANY are prevented

from proceeding with its work program, the total remuneration concerning all
25.1.3 If part of the
WORK shall not be due, until the services
are
resumed.
25.1.4 If all WORKS are unavailable, then the total remuneration will not be due,
until the WORK is resumed.
Tender No.
CD/34/14

22 of 30
e
<rr..
n
Lk, I
IRSHAO
25.1.5 Should the WORK, services or part thereof be unavailable from any cause
including normal repair and maintenance for over forty eight [48] hours in
succession, CONTRACTOR shall provide COMPANY substitute WORK of
equivalent specifications.
25.2
COMPANY may at
anytime after serving a ten days notice to the

CONTRACTOR, suspend the WORK in whole or part, if the CONTRACTOR is
not prosecuting the WORK as per CONTRACT, is in substantial breach of
CONTRACT
is willfully neglecting the COMPANY's notice thereof. The

suspension shall continue until the CONTRACTOR has fully remedied the fault
to the satisfaction of the COMPANY or termination of the CONTRACT. No
compensation shall be payable by COMPANY on account of any such
suspension, provided however, that the works completed and accepted as per
the CONTRACT is paid after deducting all additional expenses incurred by the
COMPANY on account of such suspension.
or
ARTICLE 26 TERMINATION ON ACCOUNT OF FORCE MAJEURE
Either PARTY may terminate the CONTRACT before the WORK is completed if
the provision of the WORK or services is made impossible on account of
FORCE MAJEURE or ifa situation of FORCE MAjEURE has lasted formore than
sixty {601 consecutive days. If the CONTRACT is so terminated, CONTRACTOR
shall be paid for that part of the WORK satisfactorily completed at the
commencement of FORCE MAJEURE. Upon such payment by the COMPANY,
full ownership of the WORK shall vest with COMPANY.
ARTICLE 27 TERM[NAT10N FOR FAULT OF CONTRACTOR
27.1
COMPANY may terminate this CONTRACT by giving a 30 ( Thirty ) days

written notice to CONTRACTOR i f CONTRACTOR persists in failing to comply
with any of his obligations under the CONTRACT after receipt of COMPANY's
written notice drawing CONTRACTOR's attention to the faults and failures
including but not limited to the following:
27.1.1 If CONTRACTOR fails to provide the WORK within the time schedule
stipulated in the CONTRACT or CONTRACTOR suspends or abandons the
WORK in whole or part, and /or
27.1.2 If CONTRACTOR fails to carry out the WORK or any part thereof in
efficient, workmanlike, skillful and careful manner, and/or
27.1.3 Failure
by the CONTRACTOR
stipulated herein, and/or
to
provide and
maintain the insurances
27.1.4 If CONTRACTOR becomes bankrupt or goes into receivership or liquidation

make an arrangement with or assignment in favor of his creditors.
Tender No. CD/34/14

an
23 of 30
or
LS '
n
J
IAIHAO
If no action has been taken by CONTRACTOR within (10} days of receipt of

written notice of default from COMPANY or if CONTRACTOR fails to provide
satisfactory evidence that such default will be corrected, in such event,
COMPANY shall have the option either to take over itself, completely or in
part, the obligation of CONTRACTOR and deduct the cost of so doing from any
money due or become due to CONTRACTOR, or to terminate the CONTRACT
without prejudice to any claim that COMPANY may have hereunder.
27.1.5 In the event of such termination, CONTRACTOR shall not be entitled to receive
any payment excepting the value of work or services provided until the
effective date of termination calculated in accordance with Attachment II,
after applying such deductions of rectification cost of deficient work and the
additional cost incurred by the COMPANY in completing the WORK or
continuing the services as envisioned under the CONTRACT. Should the
deduction amount exceed the amount due to CONTRACTOR, then the excess
amount shall be paid to COMPANY upon demand by the CONTRACTOR.
ARTICLE 28 TERMINATION AT CONVENIENCE OF COMPANY
28.1
Without prejudice to the provisions of the preceding ARTICLE 27, COMPANY

reserves the right to terminate the CONTRACT for its own convenience, but
COMPANY shall in such case pay CONTRACTOR the value of work or services
provided by CONTRACTOR prior to the date of termination. Should
COMPANY exercise its right under this ARTICLE, it shall do so by giving
CONTRACTOR 30 (Thirty} day notice of termination. COMPANY's sole liability
for reimbursement of CONTRACTOR shall be limited to that for the work
satisfactorily performed at the date of termination or such later date as may
be stated in the notification.
28.2
AH materials, equipment, supplies and rights so paid for by COMPANY shall be

delivered to COMPANY and the ownership right thereof shall be fully vested in
COMPANY.
ARTICLE 29 LIABILITIES, INDEMNITIES & WARRANT1ES

29.1
CONTRACTOR shall exercise all reasonable skill, care and diligence in the
performance of its obligations under this AGREEMENT. But in respect of any
loss or damage which in any way arises out of or is connected with the
performance or non-performance by CONTRACTOR of such obligations the
liability of CONTRACTOR shall be limited to any case of negligence or default
on his part and shall consist solely in satisfactory performance or nonperformance, as the case may be, by CONTRACTOR and at no cost to ADNOC of
the obligation in
29.2
question, to the exclusion ofall other liability.
Neither COMPANY
indirect
or
CONSULTANT shall be liable to the other for any

consequential loss or damage, including without limitation loss of
nor
CD/34/14
Tender No.
24 of 30
1= J I
IASHAO
product or equipment or facility down-time or loss of profit or loss of

opportunity, or revenue or increased costs of finance or like items of damage.
29.3
INDEMNITY
keep COMPANY, its servants or agents

indemnified against any claims, actions or proceedings brought or
instituted against COMPANY, its servants or agents by any CONTRACTOR's
employees, servants or agents or any other third party in connection with,
relation to or arising out of the performance of the SERVICES under this
29.3.1CONTRACTOR
shall
AGREEMENT.
29.3.2 CONTRACTOR shall indemnify COMPANY against any liability for any
accident, death or injury to COMPANY' s servants or agents and against and
loss of or damage to any property belonging to COMPANY, its servants or
agents which may arise out of the performance of the SERVICES under this
AGREEMENT and against all costs, claims, demands and damages involved
therewith.
29.3.3 CONTRACTOR agrees to hold harmless and indemnify COMPANY, its

respective agents and the employees of each and every of the forgoing,
form and against any and ali claims, suits, costs, liabilities, judgments, fines,
penalties or demands in respect of damage to or loss of third party
property and injury to or death of any person, caused by any of
CONTRACTOR or any of his respective agents or employees and arising out
of or in relation to the performance of SERVICES under this AGREEMENT.
29.4
Warranty
Defects Liability period: 12 months defects liability period against failure of
the work due to technical reasons or software supplied by the Contractor.
ARTICLE 30 INSURANCE
obligations and responsibilities under this

Agreement, CONTRACT during the whole period of the Agreement from
commencement until the issue of the Final Acceptance Certificate for the
works/services shall at his own expense insure or cause to be insured.
Without limitation to his
30.1
Workmen s Compensation
(Employer s Liability}
Workmen's compensation and Employer's Liability Insurance covering the

agents, servants and employees of CONTRACTOR for all compensation and
other benefits required of CONTRACTOR by the Workmen's Compensation or
similar statutory insurance laws of any nation or political subdivision thereo f
to which CONTRACTOR operations under this Agreement are subject in
respect of liability for bodily injury by accident or disease including death
Tender No. CD/34/14
25 of 30
<41--JJ '
IAIHAO
employee of
W
resulting
there from sustained by any agent servant or

CONTRACTOR or SUB-CONTRACTORS arising out of and in the course of his
employment. The limit of liability under the Employers Liability Section shall
not be less than US $1 Million per occurrence.
30.2
Motor Vehicle Third
Party and Passenger Liability
Motor Vehicle Third Party and Passenger Liability Insurance in respect of

or injury to persons and/or loss or damage to property in respect of
motor vehicles used by CONTRACTOR in connection with the execution of the
works/services under this agreement and shall ensure that SUBCONTRACTORS maintain such insurance in respect of motor vehicles used by
them.
death
Such insurance shall provide an unlimited indemnity for death of or injury to

persons and the equivalent of not less than USD One Million
(US$: 1,000,000)
for loss of or
damage to property which shalI be extended as

required by statutory
may be necessary to cover any additional cover

requirements in the country or location of Works.
30.3
Professional
Indemnity:
CONTRACTOR shall procure and maintain Professional Indemnity Insurance

for protection from claims arising out of performance of professional services
cause by negligent error, omission and/or act for which the insured is liable;
such ProfessionaI [ndemnity Insurance shall provide for coverage in the
amount of USD 1,000,000/- and for such period oftime as set forth below, and
certificates indicating that such Insurance is in effect shall be delivered to the
COMPANY. Such policy shall also contain a provision to the effect that in case
of cancellation, a notice shall be sent to the COMPANY of the impeding
cancellation and that such cancellation shall not be effective for a period of 30
days after receipt of such notice. In the event of such cancellation, the
CONTRACTOR shall immediately replace said policy with another acceptable
to the COMPANY.
This insurance shall be maintained in force during the period of AGREEMENT

and after the completion of professional services under this AGREEMENT
until the expiration of any applicable statutes of limitation. In the event there
is no such statute especially applicable to design and construction or
improvements to real property, this insurance shall be maintained by
CONTRACTOR for a period of three (3) years after the date of FINAL
ACCEPTANCE CERTIFICATE.
30.4 Waiver of Subrogation:
All the insurance policies should have IRSHAD

waiver of subrogation.
Tender No. CD/34/14
as
additionally assured with a

26 of 30
Implementation
Ll jl
IAIHAO
30.5
Supply of Policies:
of policies in respect of CONTRACTOR's and/or SUBCONTRACTORS'
insurance shall be supplied to COMPANY by CONTRACTOR within 30 days of
the effective date of AGREEMENT or prior to commencement of any activity
at SITE whichever is earlier.
Copies
ARTICLE 31 CONFLICT OF INTEREST

31.1
CONTRACTOR shall conduct the WORK in a lawful manner which is consistent

with professional business practices and ethical standards.
31.2
Neither CONTRACTOR nor any of his affiliates shall in connection with the
WORK enter into any contract and/or give any undertaking, pay any
commission, and/or bid, and/or enter into any joint venture partnership,
and/or have any relation with a third party or any other arrangements to
perform any services, to supply goods or equipment which COMPANY feels
may be to the COMPANY's detriment.
ARTICLE 32
32.1
CONFIDENTIALITY
CONTRACTOR shall not, without the prior written approval of the COMPANY,
disclose or make available to any person other than for COMPANY use,
directly or indirectly, except for the performance and implementation of the
CONTRACT, any information acquired from COMPANY in connection with the
performance of the CONTRACT unless:
32.1.1 Such information is known to CONTRACTOR
(as evidenced by
his written
records) prior to obtaining the same from COMPANY, or

32.1.2 Such information s in the
CONTRACTOR,
public domain prior
to the
time of disclosure to
or
32.1.3 Such information is disclosed to CONTRACTOR by a third party who did not
receive the same, directly or indirectly, from COMPANY and who has, in the
best of CONTRACTOR's knowledge, no obligation of secrecy with respect
thereto.
32.2
CONTRACTOR shall not without prior written consent of COMPANY disclose

to any third party any information obtained or generated by the
CONTRACTOR in the performance of the CONTRACT except to the extent that
such information falls within one of the categories of non-confidential
information described in sub-article 32,1 above.
CONTRACTOR shall take steps which may be necessary or appropriate in

order that their employee and/or agents and/or representatives adhere to the
confidentiality provisions herein. Appropriate clauses to carry out the
27 ot 30
Tender No. CD/34/14
Content
Management Implementation
Enterprise
32.3
1= 1
W
J
IRSHAO
purpose and intent hereof shall be included into all subcontracts entered into
by CONTRACTOR in relation to the WORK.
ARTICLE 33 APPL[CABLE LAW AND ARBITRATION
33.1
The construction validity and performance of this AGREEMENT and legal

relations of the PARTIES hereto shall be governed by the laws of Abu Dhabi
and the UAE. Such laws include without limitation any ordinance, rule, decree,
regulation or order of any governmental authority or agency of Abu Dhabi or
the UAE (state, national municipal, local or other).
33.2
ARBITRATION
Any dispute, claim or difference arising out of or related to this CONTRACT, or

any breach thereof, shall be first referred to the PARTIES for an amicable
settlement and in the event such referral fails, shall be finally settled by
arbitration in Abu Dhabi under Abu Dhabi Law and the laws of the UAE,
applying the Rules of Conciliation and Arbitration of Abu Dhabi Chamber of
Commerce and Industry. The proceedings and all papers sent or presented in
connection therewith shall be in the English language. The arbitrator's
decision shall be final and binding on the both PARTIES. Judgment upon the
award may be entered and executed in any court having jurisdiction. All costs,
legal or professional fees, incurred in the arbitration shall be paid by the
PARTY against whom the verdict is obtained.
ARTICLE 34 HEALTH, SAFETY AND SECURITY
34.1
CONTRACTOR shall at all times conduct and execute the WORK in such a
to avoid any risk of bodily harm to person or damage to WORK and
manner as
property. CONTRACTOR shall promptly take all precautions which are

reasonable or necessary to safeguard against such risks and shall make daily
inspection of the equipment and tools. CONTRACTOR shall be solely

responsible for the discovery, determination and correction of any unsafe
conditions prevailing or arising in connection with the performance of the
WORK.
addition,
34.2
CONTRACTOR shall comply with all applicable safety rules, codes

and standards including any safety program established by COMPANY.
CONTRACTOR shall co-operate and co-ordinate with other contractors on
safety matters and shall promptly comply with any specific instructions or
directions given to the CONTRACTOR.
34.3
CONTRACTOR shall maintain accurate HSE records, accident and injury

reports and shall inform his personnel of safety practices and the requirements
of any safety program. CONTRACTOR shall furnish suitable safety gear or
equipment and enforce the use of such equipment by his personnel including
any special regulation detailed in COMPANY procedures or safety regulations.
In
Tender No. CD/34/14

28 of 30
Implementation
ieh
<4=s
n UJ I
IPIIHAO
34.4
Upon the failure of CONTRACTOR to comply with any of the requirements set
forth herein, COMPANY shall have the authority to stop any operations and
work of CONTRACTOR affected by such failure until the condition is remedied.
No part of the time lost due to any such stop order shall be made the
a claim for increased costs or damages by CONTRACTOR.
34.5
subject of
CONTRACTOR shall be responsible for the provision of adequate first aid

facilities, including personnel trained in first aid and firefighting at SITE
,
during the entire
period ofthe CONTRACT.
ARTICLE 35 ASSIGNMENT
35.1
CONTRACTOR shall not assign the CONTRACT

prior written consent of the COMPANY.
35.2
assign the CONTRACT (to any ADNOC Group Companies/ SPCPPA} including all rights and obligations hereunder at any time and shall
inform the CONTRACTOR by serving 60 (sixty} days written notice. ln such
case, COMPANY shall remain responsible to CONTRACTOR for the performance
by the assignee of all obligations of COMPANY.
All such assignments shall not infringe & change, wholly or partially, any rates,
or
any part thereof without
COMPANY may
terms & conditions of this Contract.
35.3
SUB CONTRACTOR: The Contractor shall not assign but may sub contract a
part of its special requirements to a specialized Sub Contractor with prior
approval of the Company; However, this shall not relieve the Contractor of its
responsibility towards the delivery of the Contractual deliverables.
ARTICLE 36 WAIVER OF DEFAULT

36.1
Any failure by COMPANY or COMPANY REPRESENTATIVE at any time, or from

time to time, to enforce or require the strict performance of any of the terms
and conditions of the CONTRACT shall not constitute a waiver of COMPANY's

right to enforce or require strict observance of such terms or conditions and
shall not affect or impair such terms or conditions in any way or the rights of
COMPANY at any time to avail itself of such remedies as it may have for any
breach or breaches of any such terms and conditions including, without
limitation, the right to require additional work or services.
36.2
None of the provisions of this CONTRACT shall be considered waived by either

PARTY unless such waiver is given in writing and signed by COMPANY or
CONTRACTOR as the case may be. No such waiver shall be construed as a
modification of any of the provisions of this CONTRACT or as a waiver of any
past or future default, breach, right or entitlement hereof, except as expressly
stated in such waiver.
Tender No.
CD/34/14
29 of 30
LJJ I
IAIHAO
ARTICLE 37
LANGUAGE
The text of this CONTRACT is in the English language and all other documents
relating to this CONTRACT shall also be written, and communications
conducted, in the English language.
ARTICLE 38 ENTIRE AGREEMENT

1
38.1
This CONTRACT embodies the entire agreement between the PARTIES relating
to the WORK, and the PARTIES shall not be bound by or be liable for any
statement, representations, promise, inducement or understanding of any kind
or nature relating to the WORK, which is not set forth or provided for herein.
38.2
No changes, amendments or modifications to any of the terms

this CONTRACT shall be valid unless given in writing and
PARTIES.
38.3
All Pre Contract

meeting form an
or
conditions of
signed by both
Correspondence & meetings recorded in minutes of

integral part & binding upon both parties under the
provisions of this agreement.
In WITNESS whereof, the PARTIES, in fullest understanding & compliance to the provisions
set forth in this document hereto, have entered into this AGREEMENT effective from the XX
day o f XXXX XXXX.
For: Abu Dhabi Petroleum Ports
Operating Company (IRSHAD}
Signature
For:
[successful Bidder)
Signature :
Name
Name
Position
Position
Witnessed by:
Witnessed by:
Signature
Signature :
Name
Position
Tender No.
CD/34/14
Name
Position
30 of 30

9
3
L= j 1
IA-HAR
Annexure
Tender No.
CD/34/14

Implementation
Scope of Work
Tender No. CD/34/14

Annexure I Scope of Work
-
Implemetation
9
nL-ki 1
Scope of Work for ECM Implementation
'..HA.
1...
IRSHAO
Scope of Work
Prepared by
Abu Dhabi Petroleum Ports Operating Company (IRSHAD)
Page 1 of 17
9
nL-kJ '
ImIHAI
Project
Enterprise Content Management (ECM)

Implementation
Page 2 of 17
9
3
LL.J I
-.HA.
1.o
Executive Summary
1.i Introduction
1
1.2
2.o
Project Overview
Requirementc
2.1
Scope of Work
2.1.i
Functional Requirements
2.I.l.1
..............
Capture'
..5
2.1.1.2 Document
2.1.1.3
Management Requirements......................................................................................6
Workflow and Electronic Forms Requirements
2. I.1.4 Store
Requirementv
..8
2.1.1.5 Deliver Requirements

2.1.1.6 User Interfhcp
.9
2. l.1.7 Data Migration
l0
2.1.1.8
10
Integratinn
2.1.1.9 Training Requirement
2.1.1. IO System & Security Requirements
2.1.2
Technical
Requirements
10
10
.ll
-....
2.1.2.1 ECM
2.1.2.2
System Requirements.........................................................................................-.-.--.ll
ECM User Interface Requirements..........................................................................................11
2.1.3 Formsto be enabled:
...
...........
...................................
.12
Project Deliverables
2.3 Support& Service
.15
2.4 Timeline
.16
2.2
2.5 Bill of Ouantities
15
.16
Page 3 of 17
:,L-jl
IWSHAD
1.0 EXECUTIVE SUMMARY

1.1 INTRODUCTION
Abu Dhabi Petroleum Ports Operating Co.- IRSHAD was established in 1979 as a joint
venture between Abu Dhabi National Oil Company (ADNOC) 60% and Land and Marine
National Contracting Company (LAMNALCO) 40%. The company was formed to operate the
petroleum ports of Jebel
AI Dhanna and AI Ruwais and any other petroleum port in the emirate of Abu Dhabi. The
Company acronym was changed to IRSHAD in 2002 to highlight its key function in the field of
maritime
piloting.
IRSHAD commenced handling the port of Jebel AI Dhanna in 1979 and succeeded within the
first decade of its establishment to become the exclusive operator of all the petroleum ports
in Abu Dhabi. The company now provides its services to the port5 of AI Ruwais, Jebel AI
Dhanna, Das Island, Zirku Island and Mubarraz Island.
The prime activities of the company are:
.
Berthing/Unberthing of oil and gas tankers & ships.
I
Supervising & Coordinating the Loading /Unloading of oil products on SPMs.
o
Providing dive and maintenance support to our customers.
.
Overseeing navigational aids in the channels of the Abu Dhabi Emirate which concerns
our
.
.
For
customers
Provide offshore fire fighting

Provide offshore oil pollution
more
combating
information, please visit our website: htto://wvm. irshad.ae
1.2 PROJECT OVERVIEW

uses Zylab system for Document management System, for all the Company
related electronic documents. Currently it's used for few departments for limited users. Now
we are planning to bring full Enterprise Content Management system in order to avoid any
data loss & enable process automation thought electronically, minimize the operation time.
Currently IRSHAD
Proiect Obiectives
Increased efficiency and productivity through a well-managed records environment
2. Optimize business processes, decreasing number of steps, saving time
3. Lowering the cost, more effective Electronic Records Administration Management
4. Business process improvements are achievable through implementing document
scanning, electronic document management and electronic records management.
5. Provide records management for long-term archiving and the automation of retention
and compliance policies, and to ensure legal or regulator, record compliance
1.
Page 4 of 17
nL-J '
'..HA.
System will provide document management for check-in/check-out, version control,

security and library services for business documents
7. Develop a document repository
8, Required Documents will be Integrated with existing ERP system
9. Existing Zylab document5 will be transferred to the current ECM System
6.
2.0 REQUIREMENTS
2.1 SCOPE OF WORK
The project must include the following key deliverables
2.1.1 Functional Requirements:

2.1.1.1 Capture:
1. Image processing features include rotation, straightening, color adjustment,
transposition, zoom, aligning, page separation, annotations and despeckling
2. System should show the scanned Image as Preview in the System
3. Error coding system is required on Capturing in order to understand level of error for
the
users.
System should capture the multiple forms and complex unstructured documents & map
them with the defined forms, fields automatically, should the workflow if required.
5. System should have option to import e-mails and attachments to be automatically and
fully indexed into the system
6, Ability to import content into your repository from direclly within an application such as
4.
Microsoft Word
7.
or
Excel.
Abilityto capture and index documents from
remote users
through eithera web-based
connection or disconnected method (offline)

8. Ability to view both the image and OCR results 5imultaneously.
9. Admin User should able to create \ customize Forms, configure & map the capture
Fields, create indexing for the same.
10. System should support local scanners & MFP Scanners. Local drive documents should be
able to import to the System.
11. Arabic and English OCR, ICR, OMR,signature detection, bar code5, spell check, document
orientation options are required in Capturing & Processing
12. User should be able to Drag\Drop files to the system
13. Windows Folders can be synced with ECM System, when a file is placed, it will be
uploaded to ECM System.
Page 5 of 17
9
1
:3L.i,jl
IPHMAO
2.1.1.2 Document Management Requirements

1. Users have the ability to check documents out of the system for access via a
localized copy that can be worked on, checked back n, and processed automatically.
2. Ability to perform redaction without altering source document
3. Indices can have primary subject categories, sub-categories, and so on, in a
4.
5.
6.
7.
hierarchical relational structure.

Ability to save electronic file formats in system like PDF, Word, Excel, PowerPoint,
Text, Images, Media files (Audio, Video), Engineering Drawing
Ability to hide a part of the document or image based on access level.
Retention period should be handled based on different type of document attributes
System indexing should be easily configurable based on our Requirement.
Ability to identify and search for documents based upon document type
Automatic Barcode/Zone recognition to index scanned documents
8.
9.
10. Features
11.
Required in Document
a) Separating by them Pages
b) Merging document
c) Export the documents
d) Print document
e) Edit & enhancements
f) Hide a portion of the document
g) Annotations
h) Notes & Mark5
i) Linking Documents
Ability to grant/deny document viewing, editing and deletion based upon group
user accounts from Active Directory
12. Support for concurrent system usage

13. Support direct scan integration from multi-function devices
or
(MFP Printer, Local
Scanners)
14. Ability to index and search for document5 based upon text, date, numeric,
formatted or list fields.
15. Ability to view document access and modification audit trail
16. Ability to export single or multiple documents
17. Ability to report on stored documents (analyze data)
18. Ability to control and track the modification of documentsthrough multiple
revisions, allowing users to view prior revisions and track document history.
19. The solution should clearly display the number of revisions associated with a specific
document. The solution should allow for the addition of comments per revision.
20. Scan paper documents at 100 to 600 dpi on desktop scanners
21. Ability to automatically track and dispose of documents based upon type and age
22. Ability to stamp a specific revision of a document as a version, limiting which
revisions of a document a certain usercan 5ee.
Page 6 of 17
L.,J '
j
ISHAO
2.1.1.3 Workflow and Electronic Forms Requirements
1,
2.
3.
Workflow uses Rules-based document automation

Workflow should able to create an audit trail, reports required on the same.
Ability to retrieve or perform activity on related documents that may exist in the
solution's ECM repository (file server), outside of the documents that currently exist
within various stages of the workflow process.
4.
Electronic forms features
5.
6.
a) Document import capture

b) Web (online form submission)
c) Web portal or SharePoint (form creation / submission through
portal)
d) Index value design and structure
e) Cross-referencing
f) Notes / annotations
g) Workflow (form auto-triggers a workflow process)
h) E-mail (form viewed as attachment)
View and annotate documents throughout the workflow process
Workflow Initiation from
a)
b)
c)
d)
e)
f)
g)
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
Scanning
Enterprise text report processing
Electronic forms processing
Document import processing
\ Web Service
E-mail interface
Adding documents already stored within the solution's repository to
a workflow process at a specific point-in-time
System admin able to create Custom Workflow on document or form level.
Electronic forms security based upon Active Directory \ User Groups
Workflow should have automatic event notification
Digital Signature Feature is required on Workflow
Workflow should be linked to ERP Leave system for backfill/reassignment.
Ability to dynamically query document attributes & route them based on values in
Workflow.
Allows user involvement during the process instances, e.g., enhancement of a process
on-line, to re-assign work tasks, re-prioritize tasks, and monitor audit trail.
GUI based work flow development tool (creation and modification)
Ability to provide for a document in a workflow to check an attribute (document
property or index value) on a related document and make the document s to be routed,
based on pre-configured logic and rules.
Web base electronic forms for Workflow
Workflow can be enabled across multiple forms
Workflow should support condition based routing\approval, based on document or
external values like ERP.
API
Page 7 of 17
nL'J'
FIHAO
19. Solution maintains revision control on electronic forms to offer flexibility to display
forms in their submitted state or with a new layout, allowing business processes to
advance.
20. Immediately upon import, based on the document type, the solution automatically
identifies with which workflow processes to associate a given document.
21. Workflow processes can be used by multiple departments
22. Workflow features integrate through Company's email / collaboration platform. MS
Outlook/Exchange.
23. Automatic Escalaton
work flow)
procedure can be invoked (should be configurable
at any level of
24. While completing an electronic form, users have the ability to attach documents to it,
allowing those documents to automatically be associated with the form.
25. Ability to perform parallel processing by automatically routing a single document
through multiple business processes simultaneously and allowing multiple users to
access and work on the same document.
2.1.1.4 Store
Requirements:
Ability for multiple documents to be grouped together and treated by the system as
a single record, with a single retention plan.
2. Ability to search on e-mail index values and / or perform a full-text search on e-mail
1.
and attachment content.

3. Backup process should be well defined and should have audit logs.
4. Solution allows an administrator to create custom audit log entries tied to workflow
progress for the purpose of generating business process reports.
5. Easy to use and restore from back up.
6. Store documents in their original, native file format, not in a proprieta ry format
7. Ability to encrypt data at the database level and at the file storage level, as well as
content that has been backed up / at rest.
8. Solution allows a system administrator to perform an ad hoc audit on systemrelated activities from within the client
9. Able to archive all type of Documents Physical Docs, Media files, electronic
10.
documents, emails, Images etc

Ability to automate purging of documents, and Authorized
user
should be able to
purge document
11. Automated purging or retention period should be able to configure by document
type and the subcategory or location, user, type etc.
12. Ability for a document(s) to be dragged and dropped into a record (folder of
documents) and have this new document automatically inherit the records
management policy.
13. Solution provides the ability to
document.
access a
document-level audit trail directly from the
Page 8 of 17
9
=
LLJ '
IBHAO
2.1.1.5 Deliver
Requirements
Solution should contain an export tool for massive exporting of content in a nonproprietary format. This should supply both the document and the index values.
2. For numeric fields, the retrieval software should permit index searches based on
ranges of field values specified by the following relational expressions: greater than,
less than, greater than or equal to, and less than or equal to.
3. System includes functionality to create PDF\TIFF\JPEG documents from retrieved
1.
images
4. Files may be searched and retrieved by defined indices, key word(s), symbols, or
system-assigned alphanumeric Ids.
5. Bulds a retrieval "hit list" of matches or near-matches.
6. Ability to print all or a selected portion of an image.
7. Ability to display text or image samples on screen when reviewing a search "hit list
to assist in determining which files to retrieve.
8. Documents should be able to print on network devices & local devices.
9. Search for multiple document types in one search.
10. Electronic signature support is Required
11. Ability to retrieve documents by document title, classification, type, address,
customer name, number, or any other user-defined index value.
12. Full Text Indexing to search for and retrieve files based on English & Arabic
13 Searches can be limited to the current directory, selected directory or the current
plus any child directories.
14. Ability to manipulate image displays by scaling, magnifying, or panning.
15. For textual and numeric fields, the retrieval software should permit index searches
based on exact or partial matches of specified field values.
16. For textual fields, the retrieval software should permit index searches based on root
word matches
17. User5 can return to a search resu[t5 lists after viewing a result.
18. Viewers should open to open multiple documents & multiple pages.
19. Full text search capabilities that include Parse Concept, wild card, fuzzy, proximity,
and SOUNDEX.
.
2.1.1.6 User Interface

1. System should have Web portal where user can access all his ECM related details.
2. The ability to store and view multiple pages files
3. Recently accessed files, quick access to mostly used files, saving the personalized
saved searches
on Applications for Users to perform their work faster
End user interface requirements (search, view, email and print documents from ECM)
User Personalization on Pages
7. Interfaces to standard mobile devices Blackerry, iPad, iPhone, Windows Phone, and
Android.
8. Administrative user (system administration and maintenance)
4.
Easy navigation
5.
6.
Page 9 of 17
4Lkil
Iml/AI
(all rights of
administration)
9.
2.1.1.7 Data
Power user
end
user
plus scanning, indexing, deleting, records
Migration
1.
All the indexed document5 from
existing System (Zylab) has to be transferred to the
new 5ystem
2.
Existing indexing Form, Fields mapping should transferred to the Current system
,
with existing User
access
2.1.1.8 Integration
1.
2.
3.
4.
Should have API\Web service to add and retrieve document from ECM from any
other Application
System API's should allow external user to access the document based on his
windows authentication
System should have API\Web service to pull data from ERP system to show any
additional attributes\field5 in the existing document\form.
ECM should have API\Web service to push data to any external ERP\custom
applications.
2.1.1.9 Training Requirement
1. System Admin Training For IT Department
2. Development, Customization \ Technical Training for IT Department
3. User Training for all Users relative modules
2.1.1.10 System & Security Requirements

1. System's ability to assign security at each of the following levels:
User
Users
Document Type
Document Types
Index Value5
Folders
Workflow
Capture Process
.
.
.
2.
Groups
Groups
Forms
System's storage architecture should allow document5 and images to be stored at

one too many different physical locations for the purpose of redundancy. If one of
the locations were to have a failure, there would be no interruption of access to the
documents
3. System should have security options for
logging into the system by Active Directory

Page 10 of 17
Luj '
IMOHAO
Ability to send documents as an encrypted PDF

Ability for designated users to perform the following administrative tasks via the
4.
5.
web-based client:
Ability to self-manage the system without continued vendor involvement

7. System and software must be hosted in house
8. Detailed System, Hardware, Database architecture along with specifications has to
be submitted.
6.
2.1.2 Technical
Requirements:
2.1.2.1 ECM System
Requirements
Server operating system support for Windows 2012 Server

Windows client operating system support for Windows 8, Windows 7, Windows
XP
3. Microsoft SQL Server database technology is preferred, still any RDBMS system is
1.
2.
accepted
Active Directory and LDAP authentication to control document access
5. SAN / NAS Storage Support
6. Any web based technology used must be based on standard web platforms
7. Email system integration via SMTP with email system through Exchange 2013.
8. ECM System should our VMware virtual environment
9. ECM System should our VEEM Backup solution
10. ECM System should support Clustering Architecture, wilh Database, Application
4.
Clustering
2.1.2.2 ECM User Interface Requirements
1. Zero foot print web access client for user activities administrative activities
(requires no additional software installed on the pc, including ActiveX controls)
2. Desktop client and/or web access client for user activities (may require additional
software installed on the pc, including ActveX or similar technology)
3. Document search and view via SharePoint WSS and MOSS 2013 (or above)
,
4.
Document search and view via Office 2013 interfaces
Page 11 of 17
=,LLjl
IADHAO
2.1.3 Forms to be enabled:

SUPI)lier's rcsponsibilitv to understand Business process(WorkFIow) from corresponding
Department for each form listed here.
?Depa/ment
Form Name
Opening Registration
Workflow
ERP
Yes
No
Commercial
Bid
Commercial
Vendor Feedback Document
Commercial
User Division's Feed Back
Yes
No
Commercial
Vendor Audit Report

Vendor Evaluation Form
Yes
No
Ye5
Yes
Inventory Control Form

Item Codification Modification Form
Yes
Yes
Yes
Yes
Minor Tender Board Recommendation Form

Major Tender Board Submission form for Floating Tender
Yes
NO
Commercial
Commercjal
Commercial
Commercial
No
Commercial
contracts
Yes
NO
Commercial
Contractor's Performance Feedback Form
Yes
NO
Commercial
Tender Contract Request Form
Yes
NO
Commercial
Tender Board Submission Form
Yes
NO
Commercial
Life jacket Service Form
Yes
No
Commercial
Major Tender Board form floating Tender Procurement
Yes
No
Human & Resources
Duty Travel Request
Yes
Yes
Human & Resources
Employee Status Change
Ye5
Yes
Human & Resources
Employee Status Change (Contract Hire Employees
Yes
Yes
Human & Resources
Employment Request
Yes
Yes
Human & Resources
Justification for Manpower Changes
Yes
Yes
Human & Resources
Interview Evaluation Report
Yes
Yes
Human & Resources
Visa-Security Pass-Travel Card Request
Yes
No
Human & Resources
Commencement of Work
Yes
Yes
Human & Resources
Training Effectiveness
Proposed Manpower Changes Budget Year
Yes
Yes
Human & Resources
Yes
Yes
Human & Resources
Induction-Briefing Debriefing At Head
Yes
NO
Budget
Year
Office
Human & Resources
Request for Room Reservation
Yes
No
Human & Resources
Monthly Overtime Report
Yes
Yes
Human & Resources
Insurance
Yes
Yes
Payment Beneficiary
Integration
Page 12 of 17
Al-kil
IllHAl
Human & Resources
Bank Information for Salary Transfer
Yes
Yes
Human & Resources
Yes
Yes
Human & Resources
Application for Educational Assistance

Application For- Employment
Medical Insurance Staff Expense Claim
Duty Resumption
Duty Resumption-(For Head Office Staff Only)
Individual Development Program
Human & Resources
Probation Period
Human & Resources
Drugs Alcohol Policy Vessel crew passenger Declaration

Car Park (Mawaqf) Assistance Request
Human & Resources

Admin &
Cooperation
Human & Resources
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
No
Yes
Yes
Car Purchase Loan Request
Yes
Yes
Fuel Card
Yes
Yes
Yes
N0
Yes
No
Etisalat Sim Card Request
Yes
No
Office Maintenance Request
Yes
No
Request for Vsitor Vehicle Parking at SKEC
Yes
No
Tenancy Renewal Request
Yes
Yes
Postage Stamp Expense Register
Yes
Yes
Purchase Requisition
Yes
Yes
Request For Flower Bouquet
Yes
No
Request For Catering Service
Yes
No
Request For Limousine Service
Yes
No
Head Office Stationery Request
Yes
NO
Stationery List
Yes
NO
Provison Of kitchen Items List
Yes
No
Cooperation
Records Inventory List
Yes
Yes
finance
Accrual JV
Yes
Yes
Finance
Bank Reconciliation
Yes
Yes
Finance
Bank Voucher
Yes
Yes
Finance
Budget Revision Form (BRF)
Yes
Yes
Human & Resources
Human & Resources

Human & Resources
Human & Resources
RahaIRequest
Admin &
Cooperation
Business Cards Request
Admn &
Cooperation
Office
Telephone Services Request
Admin &
Cooperation
Admin &
Cooperation
Admin &
Cooperation
Admin &
Cooperation
Admin &
Cooperation
Admin &
Cooperation
Admin &
Cooperation
Admin &
Cooperation
Admin &
Cooperation
Admin &
Cooperation
Admin &
Cooperation
Admin &
Cooperation
Admin &
Page 13 of 17
9
=L.ijl
MIHAI
Finance
Capital Expendture Request

Chart Of Account Entry Form
Fixed Asset Transfer Form (FAT)
Off Hre Monthly Fuel Consumption Report
I Owe You (IOU)
Finance
Inventory Write Off Request
Yes
Finance
Rejected Invoice
Yes
Yes
Finance
Finance
Finance
Finance
(IPC)
Yes
Yes
Yes
Yes
Yes
Yes
Yes
NO
Yes
Yes
Yes
Finance
Invoice Payment Certificate
Yes
Yes
Finance
Journal Voucher
Yes
Yes
finance
Material Issue Voucher
Yes
Yes
Finance
Material Receipt Voucher
Yes
Yes
Finance
Material
Yes
Finance
Request
Monthly Activity Report
Yes
Yes
Yes
Finance
Official Receipt
Yes
Yes
Finance
Finance Division Petty Cash Control
Yes
Yes
Finance
Yes
Yes
Yes
Yes
Finance
Petty Cash Handover Statement

Petty Cash Voucher
Monthly Manpower Report (Contracted Staff)
Yes
Yes
Finance
Asset Retirement Form
Yes
Yes
Finance
Staff Expense Claim
Yes
Yes
Finance
Supplier Bank Information Form

Capital Expenditure (CAPEX) Budget
Yes
Yes
Finance
Yes
Yes
Finance
Work Service Order
Yes
Yes
Finance
Provisional Acceptance Certificate

Final Acceptance Certificate
Yes
NO
Finance
Yes
NO
Finance
Dry Dockng Projects To Be Capitalized
Yes
NO
Finance
Dry Docking Projects To Be Capitalized
Yes
No
Finance
Time Sheet For (Contracted
Yes
Yes
Finance
Service Receved Note
Yes
Yes
Finance
Petty Cash Count 5tatement

IRSHAD Capital Budget New Project Item Proposals
Yes
No
finance
Yes
Yes
Finance
Bad Debt Write-Off Authorization Form
Yes
Yes
Finance
Dry Docking Budget

Non Capital Budget
IRSHAD Non-Capital Budget Item Proposals
Bank Account Opening Form
ADNOC Group Hull& Machinery Policy Adding New Vessel
IT Service Report
Change Notification Form For Information
Yes
Yes
Yes
Yes
Yes
Yes
Fnance
Finance
Finance
Finance
Finance
IT
IT
Staff)
(SRN)
Yes
Yes
Yes
No
Yes
No
Yes
No
Page 14 of 17
RLLJI
IISHAO
1T
Change Notification Form Impact
IT
Change
Notification Form
Action
Required
User Access Form
2.2
No
Yes
No
Yes
Yes
Project Deliverables
o
I
o
o
o
e
,
.
,
o
.
o
e
.
.
.
o
o
2.3
Yes
Process Analysis, Meetings and Documentation

Business Requirement Review/Signoff
Detailed Project Plan Review/Signoff
Customization Design Review/Signoff
Detailed Project Implementation Plan Review/Signoff
Implementation of the Project
Data Migration Plan
Periodical Project Status Report
Acceptance Criteria Document
User Acceptance Testing with Signoff
log Report
System Integration Testing with Signoff
Risk Assessment & Mitigation
User \ Admin Training
Issue
User\ Admin Manuals

Functional & Technical Documents
Module Level Closure & Signoff
Project Closure & Signoff
Pre & Post Live Support
Support & Service

1. The Software Suite should be bug free and the vendor should provide on-site or off-site
Support in case of any issue s reported
2. Post implementation support is required for minimum of 1 Year
3. SLA as follows
Category
Severity 1
Severity 2
Severity 3
Impact Type
Incident Resolution Time
Critical Impact
<
Major Impact
<
4 Service Hours
8 Service Hours
Standard Incident
<
16 Service Hours
Page
15 of 17
=LJA
IASHAO
2.4 Timeline
The expected project duration is XX months:
Aftivities
No.
Team Mobilization / Project Kick -off

Process Analysis, Meetings and Documentation
Business Requirement Review/Signoff
Customization Design Review/Signoff
Project Implementation Plan Review/Signoff
Server Configuration
System Implementation
Forms Customization
Reports Customization
1
2
3
4
5
10
11
12
13
14
15
Expected Period
Proposed Period
-ui-',/l?,--(Months)
.r
(Months)
Training
User Acceptance Testing
Client Installation & Configuration
Go Live
Provisional Acceptance and Project Hand Over
Final Acceptance
2.5 Bill of Quantities

All rates and
prices shall be in U.A.E. Drham (AED) and the PROPOSED PRICE should be a fixed
lump sum amount in U.A.E. Dirham (AED) for the complete performance of the Project Scope
and Deliverables specified in this RFI. The rates and prices are deemed to be inclusive of all
overheads, profits, taxes, duties, charges, costs and expenses to carry out the Project Scope
and Deliverables in accordance with the RFI. Items not priced by VENDOR shall be deemed to
be included elsewhere.
VENDOR shall itemize the
lump sum cost of your Proposal in the following table.
Page 16 of 17
i?
=,l---jl
IM?MAO
BILL OF QUANTITY
(BOQ) for Implementing the System

Description
Item
Total Cost
(AED)
Licenses:
50 Concurrent User Licenses & 5 Admin\System Users
Software:
2
3
Capturing System
Document Management
Store & Deliver System
Forms Customization
ERP Integration
Reports Customization
5
6
7
8
9
10
System
Project Implementation & Professional Services

Office User \ Admin Training
Post Implementation Support One Year
TOTAL SUM PRICE IN AED
,,
Page 17 of 17
9
=
L? J'
IA? HAO
Annexure
Tender No.
II
CD/34/14

Implementation
Commercial Bid
Tender No. CD/34/14

Annexure II Commercial Bid
-
L--,j 1
IASHAO
ANNEXURE [I
COMMERCIAL BID
(To be submitted ORIGINAL in BIDDER's LETTER-HEAD + 1 copies in a sealed
envelope)
TO,
IRSHAD
PO Box 61, Abu Dhabi, UAE
Subject: Tender No. CD/34/14

Enterprise Content Management ImpIementation
Dear Sirs,
With reference to IRSHAD Tender No. CD/34/14 for Enterprise Content Management
Implementation, Scope of SERVICES, Terms and Conditions contained therein and all other
related correspondences if any on the subject Tender to date, we, M/s
UAE
PO Box No.
PRICE
to
out
ALL
FIRM
LUMPSUM
our
INCLUSIVE
FIXED
&
carry
complete
hereby submit
Enterprise Content Management Implementation including post implementation partners
support which is required for 12 months in full conformity with the Tender terms, conditions
and specifications as described in Scope ofWork ( Annexure -I)is
In
Figures:
In Words:
I
Our prices are valid for 150
days from the closing date of the Tender.
Our Quoted Prices shall be fully inclusive of all costs without limitation, mobilization,
demobilization, tools & equipments, lodging & boarding and any other allowances,
training (inside UAE & outside UAE region}, visa charges, air tickets, transportation,
loading/unloading, taxes & duties, overheads, premiums, profit, depreciation, etc.
Bidder's Declaration: Our offered LUMPSUM Price are fully in compliant with all the provisions
of the Scope of SERVICES, Draft form of CONTRACT & Form of Tender attached & shall remain
Firm & Fixed for the whole duration of the CONTRACT & thereafter as required to complete the
SERVICES.
Authorized Signatory
Date'
.................
.....................
Name'
Place:
Position:
(Bidder's company Seal)

Page 1 of 1
Tender No. CD/34/14
Annexure Il Commercial Bid
-
implementation
IABMAO
Annexure
Tender No.
III
CD/34/14

Implementation
HEALTH, SAFETY AND ENVIRONMENTAL
(HSE)
PRE QUALIFICATION
Tender No. CD/34/14

Annexure H[ HSE Pre-Qualification
-
TENDER NO.
CD/34/14
ANNEXURE III
-
CONTRACTOR
HEALTH, SAFETY AND ENVIRONMENTAL (HSE)
PRE
Name of
QUALIFICATION
Tel. No.
Company:
Fax No.
Address
I
certify that the details given
in this assessment
are
correct and accurate.
(Signature).
Title:
Surname and nitials (BLOCK CAPITALS)

Nature of Business
Tel. No.
Date:
Responses
Questionnaire items
Section 1:
Leadership and Commitment
(i)Commitment to
HSE through
a) Are senior managers personally

involved n HSE management?
leadership
b) Is there evidence of commitment
at all levels of the organisation?
c) Is there a positive culture towards
HSE matters.
Section 2:
Policy and
Strategic ObJectlves
(i)HSE policy
a) Does your company have an HSE
documents
policy document?
If the
answer
s YES
please attach
copy.
b) Who has overall and final
responsibility for HSE in your
organisation?
c) Who is the most senior person in
the organisation responsible for this
poliCy being carried out at the
premises and on site where his
employees are working?
Provide name, title and experience.
(ii) Availability of
policy
to
statements
ennployees
a) Itemise the methods by which you

have drawn your polcy statement to
the attention of all your employees?
b) What are your arrangements for
advising employees of changes in the
policy?
IRSHAD Tender No. CD/34/14
Contractor's Prequalification Questionnaire
Page 1 of 6
Organisation, Resources and Competence

(i) Organisation
a) How is management involved in
commitment and
HSE activities, objective-setting and
communication
monitoring?
Section 3:
b) How is your company structured to

manage and communicate HSE
effectively?
c) What provision does your company
make for HSE communication
meetings?
(ii) Competence
and Training of
managers/
supervisors/senior
site staff/ HSE
advisers
Have the managers and
supervisors at
all levels who will plan, monitor,

oversee and carry out the work
received formal HSE training in their
responsibilities with respect to
conducting work to HSE
requirements?
If YES pleasegive details. Where the
training is given in-house please
describe the content and duration of
courses.
(i) Competence
a) What arrangements does your
and General HSE
company have to
training
knowledge of basic
industrial HSE, and to keep this
knowledge up to date?
employees
ensure new
have
b) What arrangements does your

company have to ensure new
employees also have knowledge of
your HSE
policies and practices?
c) What arrangements does your

company have to ensure new
employees have been instructed and
have received information on any
specific hazards arising out of the
nature of the activities? What
do you
training
provide to ensure that all
employees are aware of Clent

requirements?
d) What arrangements does your
company have to ensure existing staff
knowledge is up to date?
(If training s provided in-house please
give details of content.)
HSE
(iv) Specalised
training
a) Have you identified areas of your

company's operations where
specialised training is required to deal
with
potential dangers? (If YES please

provide details of training
itemise and
Implementanon
Contractor's Prequalificaton Questionnaire
Page 2 of 6
given.)
b) If the speciatsed work involve
chemical or other occupational health
(v) HSE qualified

staff- additional
training
(vi) Assessment of
suitability of
subcontractors/
other companies
hazards, how are the hazards

identified, assessed and controlled?
Does your company employ any staff
who possess HSE qualifications that
aim to provide training in more than
the basic requirements?
a) How do you assess:
HSE competence
-
HSE record of the subcontractors

and companies with whom you place
-
contracts?
b) Where do you spell out the

standards you require to be met?
How do you ensure these are met and
verified?
Section 4: Risk evaluation and Management
What techniques are used within your
(i) Hazards and
effects
company for the identification,
assessment
assessment, control and recovery of
hazards and effects?
(ii) Exposure of
Do you have n
the workforce
monitor the exposure of your

workforce to chemical or physical
place any systems to
agents?
(iii) Handling of
How is your workforce advised on the
chemicals
properties of chemicals encountered

in the
(iv)
Personal
protective
equpment
course
of their work?
What arrangements does your

company have for provision and
upkeep of protective clothing, both
standard issue, and that
specialised activities?
(v) Waste
management
requred for
Does yourcompany have in
place
systems for identification,

classification and management of
waste?
Section 5: Planning, Standards and Procedures
(i) HSE or
operatons
a) Do you have a company HSE

manual (or Operations Manual with
manuals
relevant sections on HSE) which

describes in detail your company
approved HSE workng practices

relating to your work activities?
If the
answer
is YES
please attach
copy of supporting documentation.

Page 3 of 6
b) How do you ensure that the

working practices and procedures
used by your employees on-site are
consistently in accordance with your

HSE policy objectives and
arrangements?
(ii) Equipment
How do you ensure that plant and

equipment used within your
control
and
premises, on-site, or at other

locat)ons by your employees are
correctly registered, controlled and
maintained in a safe working
maintenance
condition?
{iii) Standards
a) Where do you spell out the

standards you require to
be met?
b)
How do you
ensure
these
are
met
and verified?
c) Is there an overall structure for

producing, updating and
disseminating standards?
(v) Road Safety
What arrangements does your

company have for combating road
and vehicle incidents?
Management
Section 6:
Implementation and Monitoring
(i) Management
a) What arrangements does your

company have for supervision and
monitoring of performance?
b) What type of performance criteria
and
performance
monitoring of
work
activities
are
used in your company; give
examples
c) What arrangements does your
company have for passing on any
results and findings of this supervision
and monitoring to your:
base management
site employees?
Has your company received any
award for HSE performance
-
(ii) HSE
performance
achievement
achievement?
awards
(iii) Statutory
notifiable
Has your company suffered any

statutory notifiable incidents in the
incidents
last five years
/dangerous
health and environmental)?

(Answers with details including dates,
most frequent types, causes and
occurrences
(safety, occupational
Enterprise Content Management implementation

Prequalification Questionnaire
Contractor's
Page 4 of 6
follow-up preventative measures

taken.)
(iv) Improvement
requirement and
prohibition
notices
Has your company suffered any
improvement requirement or
prohibition notices by the relevant

national body, regulatory body for
HSE or other enforcing authority or
been prosecuted under any HSE
legislation in the last five years?
(If your answer is YES please give
(v) HSE
details.)
a) Have you maintained records of
performance
your incidents and HSE
records
for the last five years?
performance
(If YES, please give following details

for each year, number of Non Lost
Time Injuries, number of Lost Time
Injuries, number and type of injuries,

total hours worked by workforce for
each corresponding year, Frequency
Rates, your company definition of a
Lost Time incident)
b) How is health performance
recorded?
c) How s environmental performance

recorded?
d) How often is HSE performance
reviewed?
(vi) Incident
investigation and
reporting
By whom?
a) Who conducts incident
investigations?
b) How are the findings following an
investigation, or a relevant incident
occurring elsewhere, communicated
to your
employees?
c) Are near misses reported?

Section 7: Audit and Review
(i)
Auditing
a) Do you have a written policy on

HSE
auditing and how does this policy

specify the standards for auditing
(including unsafe act auditing)?
b) Do your company HSE Plans
include schedules for auditing and
what range of auditing is covered?
IRSHADTender No. CD/34/14

Enterprse Content Management Impementatjon
Page 5 of 6
c) How is the effectiveness of auditing

verified and how does management
report and follow up audits?

Section 8: HSE Management Additional Features
-
(i) Memberships
of Associations
(ii) Additional
features of your
HSE management
Doesyour company hold membership

of any industry, trade or HSE
organisation?
Does your company have any other
HSE features or arrangements not
described elsewhere in your response

to the
General
1 The
questionnaire?
guidelines for preparation of questionnare
questionnaire covers information required to assess the extent to which HSE and its management are organised by the
contractor.
2 The contractor is advised to cover all (including support) activities and not just those conducted on ADNOC or Group Company
sites.
3 The questionnaire should be completed by contractor line management.
4 Emphasis is placed on the need to complete answers substantiated by supporting documentation as far as is practicable.
Responses and any supporting documentation must relate specifically to the policy and organisational arrangements of the
company that would be the signatory of any contract.
5 The contractor is encouraged to identify where he exceeds Group Company requirements and this excellence should be
underlined where appropriate.
[RSHAD Tender No. CD/34/14

Page 6 of 6
9
HL?J '
IFICIHAO
Annexure
IV
CD/34/14
Implementation
Tender No.
EXHIBITS
Exhibit 1: Bid Bond
Exhibit 2: Performance Bank Guarantee
Exhibit 3: Release Letter
Exhibit 4: Completion Certificate
Tender No. CD/34/14

Annexure IV EXHIBITS
-
EXHIBIT 1
BID BOND
Submittal of the TECHNICAL BID.
(to be issued by a reputed

Letter of Guarantee No.
Bank in Abu Dhabi,
preferably a nationalized bank )

Date:
:....
Abu Dhabi Petroleum Ports Operating Co. (IRSHAD)

P.O. Box 61
Abu Dhabi, UAE.
Dear Sir,
registered office
that we irrevocably
is at
and
have the honor to inform you
XXXXXXXXXXXXXXXXXX
the
of
AED
Messrs:
to
amount
unconditionally guarantee
50,000 (UAE Dirhams Fifty Thousand Only) against your Invitation to Tender No.
CD/34/14 vide your letter ref. CD/14/L/1578/AS dated 06th January 2015.
We, the undersigned,
(THE BANK)
whose
[or to your order) the said amount or any part thereof at

warning or any restriction or condition and without
notwithstanding any objection from the said Messrs:
We, undertake to pay
to you
your first demand without

recourse
and
or
any other third party.
Our liability hereunder shall not be discharged or impaired by the grant of any time
or other indulgence to Messrs:
or by any other act, circumstance or
event that might have operated to impair or discharge our liability herein.
Thjs guarantee shall remain valid until
the tender).
FOR AND ON BEHALF OF (BANK)
Name
(150 days from the closing date of
****
BANKSEAL *****
Position:
Tender No.
CD/34/14
Enterprise Content Management Implementaton

EXHIB[T 1: Draft Bid Bond
Page
1 of 1
EXHIB[T 2
PERFORMANCE BANK GUARANTEE
Abu Dhabi Petroleum Ports Operating Company (IRSHAD)

P.O.Box 61
Abu Dhabi
United Arab Emirates
SUBJECT:
Dear
PERFORMANCE BANK GUARANTEE REF.:

DATE :
CONTRACT NO. : CD/34/14
CONTRACT TITLE: ENTERPRISE CONTENT MANAGEMENT
IMPLEMENTATION
Sirs,
Whereas Abu Dhabi Petroleum Ports Operating Company (IRSHAD) (herenafter

referred to as "COMPANY } has entered into the above CONTRACT with
(hereinafter referred to as "CONTRACTOR ) for 'Enterprise Content
Management Implementation' services. Whereas, the CONTRACTOR is required under
the CONTRACT to procure a Performance Bank Guarantee issued by a bank in favour of
COMPANY in support of the due and proper performance of the obligations undertaken
by CONTRACTOR in respect of the above mentioned CONTRACT.
------
Thereof, in consideration of the above, We [bank)
established in Abu
address
at
P.O.
Box
Abu
Dhabi
U.A.E.
--,
having
hereby irrevocably
and unconditionally guarantee and undertake to COMPANY, without any right of
defense, set off or counterclaim whether on our behalf or on behalf o f CONTRACTOR to
pay to COMPANY a sum not exceeding AED XXXXX (UAE Dirhams XXXXX only) or any
lesser sum specified by COMPANY upon receipt of COMPANY's written request
addressed to us in the event that CONTRACTOR fails to perform or fulfill any of its
obligations set forth in the CONTRACT, by transfer to an account in COMPANY's name
at such bank in Abu Dhabi as COMPANY shall stipulate or in such other manner as
shall be acceptable to COMPANY. Such written request shall be conclusively binding
on us for all purposes under this Performance Bank Guarantee.
Dhabi and
our
We agree that any changes, modifications, additions or amendments which may be

made to the CONTRACT, or in the Services to be performed there under, or in the
payments to be made on account thereof, or any extensions of the time for
performance or other forbearance on the part of either COMPANY or CONTRACTOR to
the other or to any other guarantor of the obligations of either of them, shall not in any
way release us from our continuing liability hereunder, and we hereby expressly waive
notice to us of any such changes, modifications, additions, amendments, extensions or
forbearance.
Contract No. CD/34/ 14

Exhibit 2: Draft Performance Bank Guarantee
Page lof 2
We further agree, that any payment made hereunder shall be made free and clear of
and without deductions for or on account of any present or future taxes, levies,
mposts, duties, charges, fees, deductions or withholdings of any nature whatsoever
and by whomsoever imposed.
This Performance Bank Guarantee shall

continue to be valid up to
1
come
the date hereof and shall

two months after the expiry date of
into force
.
on
CONTRACT)
This Performance Bank Guarantee shall be governed by and interpreted under the
Laws of Abu Dhabi and the UAE.
Yours
faithfully,
Authorised Signature & Stamp of Bank
Contract No
CD/34/
14

Exhibit 2: Draft Performance Bank Guarantee
Page 2 of 2
-*Z
n
LEJ I
IRSHAO
EXHIBIT 4
COMPLETION CERTIFICATE
Date:
CONTRACT NO. CD/34/14

CONTRACT TITLE: ENTERPRISE CONTENT MANAGEMENT IMPLEMENTAT!0N
PART-I
DESCRIPTION OF SERVICES
AGREEMENT FOR ENTERPRISE CONTENT MANAGEMENT IMPLEMENTATION
FINAL
PAYMENT
DIRHAMS
DUE
FROM
COMPANY
TO
CONTRACTOR
IS
UAE
PART II
-
The above SERVICES have been

the CONTRACT No.
For and
on
finally completed
in accordance with the
provisions
of
CD/34/14 and final payment is now due.
behalf of CONTRACTOR: XXXXXXXXXXXXXXXXX
Signature
Name
Tile
Date
PART llI
-
The above SERVICES have been finally accepted

Operating Company (IRSHAD} in apparent good
For and
on
behalf ofAbu Dhabi Petroleum Ports

order, with effect from
on
behalf of COMPANY: ABUDHABI PETROLEUM PORTS OPERATING COMPANY
(IRSHAD)
Signature
Name
Tile
Date
Cc.: Commercial
IRSHAD
Deptt.
Page 1 of 1
Tender No. CD/34/14

Exhibit 4 Draft Completion Certificate
-
EXHIBIT 3
(To be typed on
RELEASE LETTER
CONTRACTOR's Letter-head, to be submitted while claiming the final
invoice)
CONTRACT NO.:
CD/34/14
CONTRACT TITLE: ENTERPRISE CONTENT MANAGEMENT IMPLEMENTATION

KNOWN BY ALL MEN BY THESE PRESENTS, that we M/s
Abu Dhabi, UAE (hereinafter referred to as
consideration of the receipt of the Sum of UAE Dhs.
,
PO Box
"CONTRACTOR") for and in
( UAE Dirhams
) from M/s Abu Dhabi Petroleum Ports Operating

Company (IRSHAD), hereinafter referred to as COMPANY", representing the final
day of
payment under the AGREEMENT/CONTRACT No. CD/34/14 dated the
Year
and subsequent amendments thereof between the COMPANY and the
CONTRACTOR, hereby releases & forever discharges the COMPANY, its successors in
interest and assgnees and their property from all claims and demands whatsoever in
any manner arising out of or related to the said AGREEMENT or labour and services
performed or materials and equipments furnishes by CONTRACTOR in connection with,
or incidental to, the execution & completion of the SERVICES.
In consideration of, and for the purpose of inducing the COMPANY to issue the
COMPLETION CERTIFICATE and to make the aforesaid final payment, CONTRACTOR
hereby represents, warrants & agrees that:
1. All Sum due
become due and all debts, accounts, damages, obligations,

claims and demands of every nature and kind whatsoever in any manner arising
out of, or reIated to, labour and services performed or materials or materials and
equipments furnished in connection with, or incidental to, the AGREEMENT have
been paid and satisfied.
2. There is no unsettled claim for injuries to, or death o f any person or damage to,
or destruction of property in any manner arising out of, or related to this
AGREEMENT.
3. CONTRACTOR shall indemnify and hold harmless the COMPANY and its
successors and
assignees from any Claims, Demands, Liens, Judgements,
attachments and costs related hereto in any manner, arising out of, or related
this AGREEMENT
4.
or
to
(WARANTEE SERVICES & PERIOD}
IN WlTNESS WHEREOF CONTRACTOR has caused this instrument to be executed

Year
day of
duly Authorized Representative(s) on this
by its
Signature:
BY:
Title:
Name of CONTRACTOR:
(CONTRACTOR's SEAL)
Tender No. CD/34/14
Exhibt 3 Draft Release Letter
-
Page 1 of 1
[mplementation

Tender Documents - 0000 PDF

Uploaded by

Document Information

Original Description:

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Tender Documents - 0000 PDF

Uploaded by

Copyright:

Available Formats

INVITATION TO TENDER

Company (IRSHAD) intends to appoint a qualified Service

Abu Dhabi Petroleum Ports Operating

Floor, TAKREER Tower

IRSHAD wishes best of luck to each bidd

Abu Dhabi Petroleum Ports

Operating CO. {IRSHAD)

POBox 61 -Abu Dhabl-U.A.E. -Tel. :02-6028000-Fax : 02-6/Z2422 Website www.ltshad.ae

ABU DHABI PETROLEUM PORTS OPERATING

ENTERPRISE CONTENT MANAGEMENT

ENTERPRISE CONTENT MANAGEMENT IMPLEMENTATION

Document Ref. No.

DRAFT FORM OF CONTRACT

Exhibit 1 : Bid Bond

Exhibit 2 : Performance Bank Guarantee

Enterprise Content Management

Enterprise Content Management Implementation

ENTERPRISE CONTENT MANAGEMENT IMPLEMENTATAION

therefore Bidders to make

assigned for this Contract are

4. TENDER CLOSING: 14.00 hrs. of 19th

Technical Unpriced Bids

only shall be submitted in 1 (one) SEALED ENVELOPE at

The Tender Board Secretary

Sheikh Khalifa Energy Complex

MID TENDER MEETING: A Mid Tender Meeting is scheduled at 10:OOam of 12th

TECHNICAL BID : Original +1( copy ), containing the Covering Letter on

b. Bidders to note that

incorrect Bids shall not be considered for

that the Tender Submittals, as indicated in the list below is

Relevant Experience & Past Performance

Details of Technology and System Architecture

Project Planning Schedule

Scope of Works requirements

Organization Chart & CVs o f personnel proposed for this agreement

Approved Health, Safety Environment Management System

Comprehensive list of Equipment and tools to be used for this project

HSE Prequalification Questionnaire duly filled up (Soft Copy provided

Project management and quality control

5 Years Audited Financial Reports

Note: The above Suhmittals

deemed to be the minimal requirements. Bidders are encouraged to

initial, stamp and submit all the Tender Documents, Tender

10. Bid shall be

clearly type written, with no erasures.

11.Each page of the bid shall be initialed and

the bidder's authorized

cancel the Tender without assigning any

13.ALTERNAT[VE OFFERS: Bidder may submit ALTERNATIVE OFFERS if any distinct

Tender No. CD/34/14

Enterprise Content Management

(to be typed & submitted on bidder's letter head, signed by authorized

The Tender Board Secretary

Abu Dhabi, UAE.

Sub: Tender No.

(name of the bidder, exactly as per the

by the Tender terms & conditions outlined in the tender

together with the attachments enclosed therewith.

Enterprise Content Management Implementation

Attachment 2 Form of Tender

quoted shall be fully inclusive of all costs without

fully considered in our proposal the following addendum/additional