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NEC3 Engineering and Construction Contract

(ECC3)
Contract BROADBAND INFRACO SOC LIMITED
between (THE “CLIENT”)

and ONEX SA (PTY) LTD (“THE CCONTRACTOR”)

for THE PROVISION OF WI-FI HOTSPOTS AND HOUSEHOLD

COMMUNITY CONNECTIVITY ACROSS THE COUNTRY
FOR A PERIOD OF THREE (3) MONTHS

CONTRACT NUMBER: INF/PO/08893

Contents: Page No:

Part C1 Agreements & Contract Data
C1.2 Contract Data iv – xiii
Part one - Data provided by the Client v – xiii
Part two - Data provided by the xiii
Contractor
Part C2 Scope of Work and Technical Solution xiv – xv
Overview
Part C3 List of Sites, Pricing Data Map Overview xvi – xvii

Part C4 Project Schedule xviii

: ANNEXURE C

Documentation
prepared by: SCM Department
 Contract Number: INF/PO/08893

PART C1: AGREEMENTS & CONTRACT DATA

Document reference Title No of

pages
C1 Agreements & Contract Conditions iv - xiii

C1.2 Contract Data v - xiii

Part One Data provided by the Client v - xiii

Part Two Data provided by the Contractor xiii

PROVISION OF WI-FI HOTSPOTS AND HOUSEHOLD COMMUNITY CONNECTIVITY - ii -

 Contract Number: INF/PO/08893

C1 AGREEMENTS & CONTRACT CONDITIONS

OFFER

Minimum Subsidy quantum Quantum

recommendations Architecture

FTTH R 3 500
WTTH R 2 350
Community Wi–Fi Hotspots R 5 000

The total contract value is R 1 440 000.00 including VAT.

SITES ALLOCATION AND CONTRACTING SUBSIDY AMOUNT

Your entity has been allocated the following district and number of sites to be connected.

FTTH WTTH TOTAL HH Hotspots

District Municipality Total Subsidy
Capricorn, Limpopo 100 400 500 30 R1,440,000.00

ACCEPTANCE

Signature(s)

Name(s)

Capacity

For the (Insert name and address of organisation)

Contractor:

Name &
signature of
witness Date
Tenderer’s CIDB registration number:

Signature(s)

PROVISION OF WI-FI HOTSPOTS AND HOUSEHOLD COMMUNITY CONNECTIVITY - iii -

 Contract Number: INF/PO/08893

Name(s)

Capacity

for the Client (Insert name and address of organisation)

Name & signature of

witness Date

C1.2 Contract Data

Part one - Data provided by the Client
Clause Statement Data
1 General
The conditions of contract are the core clauses
and the clauses for main Option
A: Priced contract with activity schedule

dispute resolution Option: W1: Dispute resolution procedure

and secondary Options:

X5: Sectional Completion

X7: Delay damages

X13: Performance Bond

X15: Limitation of Contractor’s liability for
design to reasonable skill and care

X16: Retention
X18: Limitation of liability

Z: Additional conditions of contract

of the NEC3 Engineering and Construction

Contract (June 2005) 1

10.1 The Client is (Name): Broadband Infraco SOC Ltd

Address Sender Technology Park, Octave Street,

Radiokop, Honeydew, Gauteng 2040

Tel No. +27 11 235 1690

PROVISION OF WI-FI HOTSPOTS AND HOUSEHOLD COMMUNITY CONNECTIVITY - iv -

 Contract Number: INF/PO/08893

Fax No. +27 86 682 9445

10.2 The Project Manager is: (Name) Tshego Mpete - Head of Broadband Fund

Address Sender Technology Park, Octave Street,

Radiokop, Honeydew, Gauteng 2040

Tel 011 235 1794

Fax +27 86 679 1672

e-mail tshego.mpete@infraco.co.za

11.2(13) The Works are Provision of WIFI Hotspots and Household

Broadband Connectivity

11.2(15) The boundaries of the site are

11.2(16) The Site Information is in Refer to Part C3 for list of sites

11.2(19) The Works Information is in Refer to Part C2 for detailed Scope of Works and
Solution Overview

12.2 The law of the contract is the law of The Republic of South Africa.
This contract is subject to the exclusive jurisdiction
of the High Courts of South Africa.

13.1 The language of this contract is English

13.3 The period for reply is 2 (two) weeks

2 The Contractor's main responsibilities No data is required for this section of the
conditions of contract.

3 Time
3.1 The completion date for the whole of the Works is Eight (8) Months from the date of the Purchase
Order

3.2 The access date is The date when the Contractor may access the
Sites.

3.3 The build date is The date the Contractor commences constructing
the Works.

3.4 The services date is The date the Contractor begins providing the
Services to the Client.

3.5 The Contractor is to submit a first programme for 1 (one) week of the Purchase Order Date.
acceptance within

3.6 The Starting Date is The Purchase Order Date.

3.7 The Contract Date is The date this Contract is signed by the Party
signing last in time.

3.1A Performance

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 Contract Number: INF/PO/08893

The Contractor is expected to implement the Service in accordance with the Service Level Agreement
entered into with the Client, paying attention to the following requirements:

3.1A.1 The Contractor must provide Area/s of Presence, a Project Implementation Plan, KMZ Files and login
details for their Live Portal to view the live network on the Contractor.

3.1A.2 The Contractor must submit at least 50 (fifty) household connections (FTTH or WTTH) and five (5) Wi-
Fi Hotspots within the first four (4) weeks of appointment
3.1A.3 Failing this, the Client reserves the right to invoke
clause 9 below regarding termination or variation of
this Contract.
If the Client opts to reduce the number of sites
allocated to the Contractor due to failure on the
part of the Contractor to comply with the condition
in the paragraph above, the Client reserves the
right to reduce the allocated sites in the following
manner:

3.1A.4 A formal Performance Management review

process will commence after 4 weeks of non-
performance.

3.1A.5 The Contractor will receive two weeks’ notice

to submit numbers after the 1st Performance
Management Meeting.

3.1A.6 If the Contractor fails to submit connection

numbers after the two weeks performance
improvement period, the Purchase Order
awarded to the Contractor will be reviewed by
the Client.

4 Testing and Defects

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 Contract Number: INF/PO/08893

4.1 The defects date is 52 weeks after completion of the whole of the
Works

4.2 The defect correction period is [2] weeks from the date of notification from the
Client to the Contractor.

5 Payment
5.1 The assessment date The last day of every month

5.2 The currency of this contract is the ZAR

5.3 The period within which payments are made is Four (4) weeks from the date of acceptable
invoice.

Invoices shall be accompanied by supporting

documents.

8 Risks and insurance

8.1 The Client provides these insurances from the
Insurance Table
1 Insurance against: Loss of or damage to the Works, Plant and
Materials.

Cover / indemnity: Depends on the nature of the damage.

The deductibles are: R 50 000.00 (fifty thousand Rand).

2 Insurance against: Liability for loss of or damage to property (except

the Works, Plant and Materials and Equipment)
and liability for bodily injury to or death of a person
(not an employee of the Contractor) caused by
activity in connection with this contract.

Cover / indemnity Depends on the nature of the damage.

The deductibles are R 50 000.00 (fifty thousand Rand).

9 Termination The Client is entitled to terminate this Contract or

to vary the scope of the Works if the Contractor’s
performance reaches unsatisfactory levels as per
Clause X17 or for any other justifiable reason as
determined in the Client’s sole discretion.

10 Data for main Option clause

A Priced contract with activity schedule
11 Data for Option W1
W1.2(3) The Adjudicator nominating body is:
The Chairman of the Joint Civils Division of the
South African Institution of Civil Engineering. (See
www.jointcivils.co.za).

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 Contract Number: INF/PO/08893

If no Adjudicator nominating body is entered, it is the South African Institution of Civil Engineering

W1.4(1) The tribunal is Arbitration

the latest edition of Rules for the Conduct of

W1.4(5) The arbitration procedure is Arbitrations published by The Association of
Arbitrators (Southern Africa) or its successor body.

Johannesburg, Gauteng, Republic of South Africa

The place where arbitration is to be held is
The method for choosing the arbitrator is
The Parties shall jointly select an arbitrator from the
Joint Civils Division of the South African Institution
of Civil Engineering.
In the event that the Parties are unable to agree an
arbitrator within seven (7) days of the obligation to
do so, the Chairman of the Joint Civils Division of
the South African Institution of Civil Engineering
shall select an arbitrator for them.

12 Data for secondary Option clauses

X5 Sectional Completion

X5.1 The completion date for each section of the As per the agreed project
Works is: schedule/milestone [as set out in Part
C4 entitled "Project Schedule".]

X7 Delay damages

X7.1 Delay damages for Completion of the whole / task 1% of [the task order value] per day.
order of the works are
Delay damages will be calculated per milestone and
will be based on the milestone value. Should the
delay reach 10% of the project milestone value, the
Client has the right to terminate the Contract or to
vary the order.

X13 Public Liability Insurance

X13.1 The amount of the Public Liability Insurance is:
Prior to the Contract Date, the Contractor shall
provide the Client with proof of the Contractor
having comprehensive general public liability
insurance for an amount equal to the total contract
value against any claims occasioned by actions or
omissions of the Contractor in carrying out the
Works.

X15 Limitation of the Contractor’s liability for his No data is required for this Option.
design to reasonable skill & care

X16 Retention

X16.1 The retention free amount is 90% of the Price for Work Done to Date on
specific site deployment.

X16.1 Retention percentage 10% of the Price for Work Done to Date on
specific site deployment.

X17 Termination

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 Contract Number: INF/PO/08893

X17.1 Should the delay in the delivery of sites exceeds

two (2) months of the agreed project milestone, the
Client may either terminate the Contract or vary the
order to ensure that the Works are completed
timeously.

X18 Limitation of liability

X18.1 The Contractor’s liability to the Client for indirect Total contract value.
or consequential loss is limited to:
X18.4 The Contractor’s total liability to the Client for all Total contract value.
matters arising under or in connection with this
contract, other than excluded matters, is limited
to:
X18.5 The end of liability date is: 2 (two) years after Completion of the whole of the
Works.

Z Additional conditions of contract

Z1 Cession, delegation, assignment and sub-contracting

Z1.1 The Contractor may not cede, delegate or assign any of its rights or obligations to any person without
the express prior written consent of the Client.

Z1.2 Notwithstanding the above, the Client may on written notice to the Contractor cede and delegate its
rights and obligations under this contract to any organisation as the need arises.

Z1.3 The Contractor shall ensure that its sub-contractors abide by the undertakings in this contract.

Z1.A Subscriber Recharge Levy

Z1.A.1 Each time a subscriber of the Contractor’s recharges his or her device, the Contractor shall pay a 10%
(ten percent) levy to the Client.

Z1.B Change Request

Z1.B.1 A request by the Client for the Contractor to change the connectivity from one site to another within
the same district or within a distance of 50 (fifty) kilometres from the original site.

In the event of change request from the Client, the Contractor shall have sufficient financial resources
Z1.B.2
to cover the full cost of such change request

Z1.C Set-off

The Client may set-off any amounts due and payable by the Contractor to it, subject to the Client
giving the Contractor three (3) days written notice of its intention to set-off any amounts due in terms
of this clause or any other contractual relationship between the Parties.

Z2 Change of Broad Based Black Economic Empowerment (B-BBEE) status

Z2.1 Where a change in the Contractor’s legal status, ownership or any other change to his business
composition or business dealings results in a change to the Contractor’s B-BBEE status, the
Contractor shall notify the Client within seven (7) days of such change. Failure to notify the Client
within seven (7) days entitles the Client to declare the Contractor to be in breach of this contract.

Z2.2 The Contractor is required to submit an updated verification certificate and necessary supporting
documentation confirming the change in its B-BBEE status to the Client within 30 (thirty) days of the
notification or as otherwise instructed by the Client.

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 Contract Number: INF/PO/08893

Z2.3 Where, as a result, the Contractor’s B-BBEE status having decreased since the starting date, the
Client reserves the right to either re-negotiate this contract or alternatively, to terminate the
Contractor’s obligation to provide the Works.

Z2.4 Failure by the Contractor to notify the Client of a change in its B-BBEE status may constitute a reason
for termination.

Z3 Ethics

Z3.1 Any offer, payment, consideration, or benefit of any kind made by either Party to the other Party or to
a third party associated with this contract, which constitutes or could be construed either directly or
indirectly as an illegal or corrupt practice, as an inducement or reward for the award or in execution of
this contract, constitutes grounds for terminating the implicated Party’s obligations under this contract
or taking any other action as appropriate against the implicated Party (including civil or criminal action).

Z3.2 Either Party may terminate its obligations under this contract if the other Party is found guilty by a
competent court, administrative or regulatory body of participating in illegal or corrupt practices.

Such practices include making of offers, payments, considerations, or benefits of any kind or
otherwise, whether in connection with any procurement process or contract between either Party and
a third party or organisations and including circumstances where the Contractor or any such member
is removed from the approved vendor data base of the Client as a consequence of such practice.

Z4 Confidentiality

Z4.1 Neither Party shall disclose or make any information arising from or in connection with this contract
available to others except where required by this contract or by law. This undertaking does not,
however, apply to information which at the time of disclosure or thereafter, without fault on the parts
of either Party, enters the public domain or to information which was already in the possession of
either Party at the time of disclosure (evidenced by written records in existence at that time).

Should either Party disclose information to others where required by this contract, the disclosing Party
shall ensure that the provisions of this clause are complied with by the recipient.

Z4.2 If either Party is uncertain about whether any such information is confidential, it is to be regarded as
such until notified otherwise by the disclosing Party.

Z4.3 In the event that either Party is, at any time, required by law to disclose any such information which is
required to be kept confidential, the disclosing Party, to the extent permitted by law prior to disclosure,
notifies the other Party so that an appropriate protection order and/or any other action can be taken if
possible, prior to any disclosure. In the event that such protective order is not, or cannot, be obtained,
then the disclosing Party may disclose that portion of the information which it is required to be
disclosed by law and uses reasonable efforts to obtain assurances that confidential treatment will be
afforded to the information so disclosed.

Z4.4 The taking of images (whether photographs, video footage or otherwise) of the works or any portion
thereof, in the course of Providing the Works and after Completion, requires the prior written consent
of the Client. All rights in and to all such images vests exclusively in the Client.

Z4.5 The Contractor ensures that all its sub-contractors abide by the undertakings in this clause.

Z5 Waiver and estoppel

Z5.1 Any extension, concession, waiver or relaxation of any action stated in this contract by the Parties or
their delegates or the Adjudicator (as applicable) does not constitute a waiver of rights and does not
give rise to an estoppel unless the Parties agree otherwise and confirm such agreement in writing.

Z6 Health, safety and the environment

Z6.1 The Contractor undertakes to take all reasonable precautions to maintain the health and safety of
persons in and about the execution of the Works. Without limitation the Contractor:

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 Contract Number: INF/PO/08893

• accepts that the Client may appoint him as the “Principal Contractor” (as defined and provided for
under the Construction Regulations 2003 (promulgated under the Occupational Health & Safety
Act 85 of 1993) (“the Construction Regulations”) for the Site;
• warrants that the total of the Prices as at the start date includes a sufficient amount for proper
compliance with the Construction Regulations, all applicable health & safety laws and regulations
and the health and safety rules, guidelines and procedures provided for in this contract and
generally for the proper maintenance of health & safety in and about the execution of Works; and
• undertakes, in and about the execution of the Works, to comply with the Construction Regulations
and with all applicable health & safety laws and regulations and rules, guidelines and procedures
otherwise provided for under this contract and ensures that its sub-contractors, employees and
others under the Contractor’s direction and control, likewise observe and comply with the
foregoing.

Z6.2 The Contractor, in and about the execution of the Works, complies with all applicable environmental
laws and regulations and rules, guidelines and procedures otherwise provided for under this contract
and ensures that its sub-contractors, employees and others under the Contractor’s direction and
control, likewise observe and comply with the aforegoing.

Z6.3 The Client reserves the right to appoint its own Safety, Health, Environmental and Quality ("SHEQ")
to periodically conduct site visits to conduct compliance assessments for SHEQ requirements.

In the event that the Client notices non-conformance to the Construction Regulations by the
Contractor, the Client has the right to stop work on site, issue a notice to the Contractor. The Contractor
will have 24 (twenty-four) hours to rectify the non-conformance, failing which the Client has the right
to cancel this contract.

Z7 Provision of a Tax Invoice and interest

Z7.1 The Contractor shall provide the Client with a tax invoice in accordance with the Client's procedures
stated in the Works Information, showing the correctly assessed amount due for payment.

Z7.2 If the Contractor does not provide a tax invoice in the acceptable form and by the time required by this
contract, the time by when the Client is to make a payment shall be extended by a period equal in time
to the delayed submission of the correct tax invoice.

Z7.3 The Contractor is required to comply with the requirements of the Value Added Tax Act, no 89 of 1991
(as amended) and to include the Client’s VAT number 4740101508 on each invoice he submits for
payment.

Z7.4 The Client reserves the right not to pay the “Contractor’s” invoice subject to a signed completion of
works form, or confirmation of work completed for progress payments.

Z7.5 Payment terms are thirty (30) days for Qualifying Small Enterprises and Generic Enterprises from date
of the “Client” receiving the acceptable invoice.

Z7.6 Any tax amendments should be implemented in line with the South African Revenue Services’
prescripts.

Z8 Client’s limitation of liability

Z8.1 The Client liability to the Contractor for the Contractor’s indirect or consequential loss is limited to
R0.00 (zero Rand).

Z9 Warranties

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 Contract Number: INF/PO/08893

Z9.1 The Contractor warrants that it shall (as part of the execution of the Works) at its cost obtain, provide
and employ all the necessary Equipment, licences, permits, infrastructure, means, consumables,
materials, services and staff to execute the works to the satisfaction of the Client in terms of the
contract.

The Contractor warrants that it and its employees and sub-Contractors have the experience, ability,
expertise and means to execute the Works in accordance with best practices and the standards of
care and diligence customary in the industry applicable to the type of works performed in terms of the
contract.

The Contractor warrants that it will execute the works diligently, in a timely manner, and in accordance
with any applicable time schedules set forth in the contract or relating to the Works. The Contractor
will promptly notify the Client upon becoming aware of any circumstances (including the Client’s failure
to perform, or to perform on a timely basis, any retained responsibility) that may reasonably be
expected to jeopardize the performance or timely performance of any part of the Works.
Notwithstanding anything to the contrary in the contract, the Contractor will not take or authorize any
action that results in a reduction of the scope of, or degradation in the quality and timeliness of the
performance of, the Works for the duration of the contract. The Contractor’s failure to adhere to this
clause will constitute a material breach of the Contract which will entitle the Client to terminate this
Contract in terms of clause 9 read with clause X17 and to allocate the project to another service
provider.

The Contractor warrants that it will provide the appropriate number of employees, and that the
employees that the Contractor(s) assigns to perform the Works will be properly educated, trained and
qualified for the work they and the Contractor are to perform.

The Contractor warrants that the in the execution of the Works it (and its employees and sub-
contractors) will comply with the law, SHEQ safety laws and regulations and the health and safety
rules, guidelines and procedures ("SHEQ Standards") and other professional industry practices and
codes relating to the services, and with all the laws relating to security, safety, occupational health
and the environment, black economic empowerment and the promotion of competition.

The Contractor also warrants that it (including its employees, and sub-Contractors) shall comply with
the Client’s SHEQ Standards as applicable to or related to the execution of the Works.
The Contractor warrants that it (including its employees and sub-contractors) has the professional and
technical expertise, the competencies and skills and the appropriate equipment, tools, resources,
facilities, licences and permits to execute the Works in terms of this contract and complying with all
safety requirements and the requirements for the protection of life, health and the environment.

The Contractor warrants that it and its employees and sub-contractors) shall at all times have and be
in the possession of valid qualifications and certificates (as required by the applicable laws, safety
legislation, regulations, industry codes and the Client’s Safety Policies) when they are present on or
for working at / on the sites.

The Contractor shall (I) within 24 (twenty-four) hours of becoming aware of the event, inform the Client
about any non-compliance by any party with the clauses above including by the Contractor, its
employees and sub-contractors, (ii) in the event of any non-compliance with the aforesaid clauses,
the Contractor will immediately take appropriate remedial action to ensure strict compliance with the
said clauses and (iii) it will also report all safety / health / environmental SHEQ incidents to the Client
(for the attention of: SCM Manager) arising out of or in connection with the services, or in connection
with the use of any equipment, plant, machinery, tools, facilities, resources or other equipment at the
areas that may cause harm to health, life or the environment or may jeopardise / compromise safety.

The Contractor further warrants that:

The Works shall be executed in a timely, professional and workmanlike manner consistent with the
highest industry standards of quality and integrity provided, however, that where this contract specifies
a particular standard or criteria for performance, including, without limitation, service levels, this
warranty is not intended to and does not diminish that standard or criteria for performance.

It shall at all times as part of the Works: (i) ensure that all deliverables shall comply with the functional

PROVISION OF WI-FI HOTSPOTS AND HOUSEHOLD COMMUNITY CONNECTIVITY - xii -

 Contract Number: INF/PO/08893

and technical specifications in terms of which they are supplied, procured or leased; (ii) ensure that
any and all spare parts required for the maintenance of the deliverables shall be available to the Client
and that the Contractor shall have reasonable access to a supply of all spare parts required for the
maintenance of the deliverables.

Its employees, agents, representatives and sub-contractors (and the sub-contractor's employees)
shall observe and comply with all of the Contractor’s warranties, obligations and liabilities in terms of
this contract.

It has legal capacity and is qualified and registered to transact business in all locations in the world
where the performance of its obligations hereunder would require such qualification or registration.

It has all necessary rights, powers and authority to enter into and perform this Contract and to bind its
organization with respect to the same, and the execution, delivery and performance of this contract by
the Contractor have been duly authorized by all necessary corporate action.

It has and undertakes that it shall continue to maintain throughout the term of this contract, sufficient
financial resources to comply with the requirements of this contract. If the Contractor experiences a
change in its financial condition that may adversely affect its ability to perform under this contract, then
it shall immediately notify the Client of such change in writing within seven (7) days.

As of the start date, there is no pending or anticipated claim, or proceeding that involves the Contractor
or its sub-contractors that might adversely affect the Contractor's ability to perform its obligations under
this contract.

It shall: (a) efficiently use the resources necessary to execute the Works; and (b) use commercially
reasonable efforts to perform the Works in the most cost-effective manner consistent with the required
level of quality and performance.

As at the start date, it has been provided with sufficient access to the Client's relevant facilities, sites,
data, information and employees, and has had sufficient time in which to conduct and perform a
thorough due diligence of the Client's operations and business requirements and all relevant assets
used by the Client.

In light of the foregoing, no post-contract verification or any related adjustment to pricing, service levels
or other similar provisions will be permitted following the start date, including that the Contractor will
not be entitled to seek any adjustment in its charges based on any incorrect assumptions made by the
Contractor in arriving at the charges set forth in this contract.

Z10 Proof of Concept

Proof of concept is a process whereby the Contractor demonstrates to the Client that it has installed
equipment/solution which meets the required technical solution for the Works upon deployment for
identified Sites and also to ensure compliance with the Layer 2 Installation.

If the Contractor fails a Proof of Concept, the Client reserves the right to terminate the Contract.

Z11 Service Level Agreement

1. The Service Provider shall grant the Customer access to its online interface (the “Customer
Portal”) through an approved user identification (“User ID”) or other authentication mechanism
provided by the Service Provider to the Customer.

2. The uncapped internet pipe of 10Mbps

a. Download Speed: 5Mbps ≤ speed ≤ 10Mbps.

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 Contract Number: INF/PO/08893

b. Upload Speed: 5Mbps ≤ speed ≤ 10Mbps.

[The Contractor shall ensure that the Works support a quality of service of 90% (ninety percent).]
[The Contractor guarantees that each access link will have a minimum guaranteed uptime of 90%
(ninety percent) with a two (2) hour Mean-Time-To-Respond (MTTR) and seven and a half (7.5)
hours Mean-Time-To- Repair (MTTR).]

Z13
Compensation Events

The following are compensation events.

(1) The Project Manager gives an instruction changing the Works Information except:
• A change made in order to accept a Defect or
• A change to the Works Information provided by the Contractor for his design which is
made either at his request or to comply with other Works Information provided by the
Client.
(2) The Client does not allow access to and use of a part of the Site by the later of its access date
and the date shown on the Accepted Programme.
(3) The Client does not provide something which he is to provide by the date for providing it shown
on the Accepted Programme.
(4) The Project Manager gives an instruction to stop or not to start any work or to change a Key Date.
(5) The Client or Others
• Do not work within the times shown on the Accepted Programme,
• Do not work within the conditions stated in the Works Information or
• Carry out work on the Site that is not stated in the Works Information.
(6) The Project Manager or the Supervisor does not reply to a communication from the Contractor
within the period required by this Contract.
(7) The Project Manager gives an instruction for dealing with an object of value or of historical or
other interest found within the site.
(8) The Project Manager or the Supervisor changes a decision which he has previously
communicated to the Contractor.
(9) The Project Manager withholds an acceptance (other than acceptance of a quotation for
acceleration or for not correcting a Defect) for a reason not stated in this Contract.
(10) The supervisor instructs the Contractor to search for a Defect and no Defect is found unless the
search is needed only because the Contractor gave insufficient notice of doing work obstructing
a required test or inspection.
(11) A test or inspection done by the Supervisor causes unnecessary delay.
(12) The Contractor encounters physical conditions which:
• Are within the Site
• Are not weather conditions; and

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 Contract Number: INF/PO/08893

• An experienced contractor would have judged at the Contract Date to have such a small
chance of occurring that it would have been unreasonable for him to have allowed for them.

Only the difference between the physical conditions encountered and those for which it would
have been reasonable to have allowed is taken into account in assessing a compensation
event.
(13) A weather measurement is recorded:
• Within a calendar month
• Before the Completion Date for the whole of the works and
• At the place stated in the Contract Data

The value of which, by comparison with the weather data, is shown to occur on average less
frequently than once in 10 (ten) years.
Only the difference between the weather measurement and the weather which the weather data
show to occur on average less frequently than once in ten years is taken into account in
assessing a compensation event.
(14) An event which is an Client’s risk stated in this Contract.
(15) The Project Manager certifies takeover of a part of the works before both Completion and the
Completion Date.
(16) The Client does not provide materials, facilities and samples for tests and inspections as stated
in the Works Information
(17) The Project Manager notifies a correction to an assumption which he has stated about a
compensation event.
(18) A breach of contract by the Client which is not one of the other compensation events in this
contract.
(19) An event which
• Stops the contractor completing the Works or
• Stops the Contractor completing the works by the date sown on the Accepted Programme,

And which
• Neither Party could prevent,
• An experienced contractor would have judged at the Contract Date to have such a small
chance of occurring that it would have been unreasonable for him to have allowed for it and
• Is not one of the other compensation events stated in this Contract.

In judging the physical conditions for the purpose of assessing a compensation event, the is
assumed to have taken into account:
• The Site Information
• Publicly available information referred to in the Site Information,
• Information obtainable from a visual inspection of the Site and
• Other information which an experienced contractor could reasonably be expected to have or
to obtain.

If there is an ambiguity or inconsistency within the Site Information (including the information
referred to in it), the Contractor is assumed to have taken into account the physical conditions more
favourable to doing the work.

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 Contract Number: INF/PO/08893

Z14
Force Majeure

Neither Party shall be liable for any failure to perform or delay in performance of any of its obligations
under this Contract caused by circumstances beyond the reasonable control of a party to this
Agreement (including a labour dispute between a Party to this Contract and its employees as well as
a labour dispute between a third party and its employees) (a “Force Majeure Event”).

The party claiming the Force Majeure Event shall promptly notify the other party in writing of its
reasons for the delay or stoppage and its likely duration and shall take all reasonable steps to
overcome the delay or stoppage.

If the Party claiming the Force Majeure Event has complied with the above clause, its performance
under this Agreement shall be suspended for the period that the Force Majeure Event continues, and
the Party will have a reasonable extension of time for performance of its obligations given all the
circumstances. As regards the delay or stoppage arising from the Force Majeure Event:

i. Any costs arising from such delay or stoppage shall be borne by the Party incurring those costs;
and
ii. The Party claiming the Force Majeure Event shall take all reasonable steps necessary to bring
that event to a close or to find a solution by which its obligations under this Contract may be performed
despite the Force Majeure Event.

If the Force Majeure Event continues for more than 30 (thirty) consecutive days, the Party which is not
claiming the Force Majeure Event may terminate this Contract with immediate effect on giving written
notice to the other party and neither shall be liable to the other for such termination.

Z15
Intellectual Property

All Intellectual Property Rights belonging to a Party prior to the execution of this Agreement shall
remain vested in that Party.

None of the Intellectual Property Rights in either Party’s trademarks or brands shall be used by the
either Party for any purpose without the other Party’s prior written consent.

Where there are modifications to pre-existing material which are inseparable from the pre-existing
material, then the Party which owns the pre-existing material will own the modifications.

Notice for Renewal

Z16

This Contract will have an initial term of (eight) 8 months , starting on the Contract Date. After the
initial term, this Contract will only be renewed upon the Client’s written confirmation of the same .
The Client will notify the Contractor at least 30 (thirty) days written notice of its intention not to
renew the Contract prior to the expiration of the initial term or any one-year renewal period.

Z17
Amendments

No amendments, variation, modification or consensual cancellation of this Contract shall be of any

force or effect unless reduced to writing and signed by both Parties.

Z18
Costs

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 Contract Number: INF/PO/08893

Z18.1 Each Party will bear and pay its own legal costs and expenses of and incidental to the negotiation,
drafting, preparation and implementation of this Contract.
All costs are in accordance to the agreed rates, amendment thereof will be applied at the applicable
Z18.2
scheduled time.

Z19
Service Handover Process and Procedure

Upon completing an installation of the Work(s), the Contractor shall inform the Client in writing within
48 (forty-eight) hours of having completed the Works.
The Client shall inspect the Site(s) compliance for readiness of Service and shall issue the Contractor
with a certificate demonstrating the Client’s acceptance of the Works.
All Service handover processes and procedures shall be in accordance with ITU-T standards.

Z20
Skills Development and Training

The Contractor is required to submit a detailed skills development and training plan within 14 (fourteen)
days from the date of contract signature.

Z21
Access to Broadband Infraco Points of Presence

The Client will ensure that the Contractor gains entry to the Client’s Points of Presence premises,
subject to the Contractor being accompanied to such premises by the Client’s officials.

Z22
Access to Third Parties premises

Z23
The Contractor shall be responsible for gaining entry to third-party premises.

Z24
Progress Reports

Z25
The Contractor shall execute the Works as per detailed project plan and provide daily/weekly progress
reports. Changes to the agreed detailed project schedule shall be advised in writing.

Z26
Network Topology

The Contractor shall provide the network topology/architecture within two (2) weeks of signing the
contract/purchase order.

Z27
Site Changes

The Contractor shall obtain written approval from the Client prior to effecting changes to the site list.

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 Contract Number: INF/PO/08893

C1.2 Contract Data

Part two - Data provided by the Contractor

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

Clause Statement Data

10.1 The Contractor is (Name):

Address
Tel:
Email:

11.2(18) The working areas are the Site and Refer to works information

24.1 The Contractor's key persons are:

1 Name:
Job:

Responsibilities: Managing Contract Deployment

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 Contract Number: INF/PO/08893

C2 SCOPE OF WORK AND SOLUTION OVERVIEW

C.2.1 The Contractor shall connect Capricorn, Limpopo

1. SCOPE OF WORKS
• Provision of Household Connectivity and Community Wi-Fi in Capricorn, Limpopo for a period of three
(3) months.

2. TECHNICAL SOLUTION OVERVIEW

The following technical design is for the Contractor to comply with during the implementation stages.

Wireless to the Home Deployment Architecture

Solutions delivered wirelessly with in-home routers are known as wireless-to-the-home (WTTH). Wireless is
especially significant in extending the density and income thresholds ‘downwards’ from the eco-spatial
segments that FTTH can viably address. For these solutions, wi-fi access points are typically installed on
neighbourhood poles, which can link with nearby in-home routers to deliver broadband to in-home devices.
The second technology set is public Wi-Fi hotspots (point-to-point wireless) which provide individuals with
walking-distance access to broadband internet connections. These public Wi-Fi hotspots are already being
piloted in a selection of low-income communities but could be scaled significantly to cover an additional 9.8
million households if additional wireless ISPs (WISPs) had the incentive to set them up at scale. The other
technologies may prove to become viable options in time.

Community Hotspots Deployment Architecture

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 Contract Number: INF/PO/08893

3. Fibre to the Home Deployment Architecture

Fibre to the home (FTTH) is already being deployed nation-wide in mid-to-high income communities where it
is close to reaching saturation (an addressable market of ~2.6 million households) but could be economically
viable in an additional 2 million households by using cheaper deployment options such as aerial fibre. Solutions
that are delivered with a fibre cable and in-home router (via an optical network terminal) is known as fibre-to-
the-home (FTTH), a solution that typically delivers the highest quality broadband experience at the highest
cost. FTTH remains the option of choice for densely populated high-income areas, but the modelling
undertaken to prepare for this budget application suggests that the solution will leave a large gap in universal
broadband coverage, even with subsidies in place.

Fibre to the Home Deployment Architecture

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 Contract Number: INF/PO/08893

C3 LIST OF SITES, PRICING DATA MAP OVERVIEW

4. SITE LIST

SEE ATTACHED LIST OF GOVERNMENT FACILITIES FOR BAF PROVISIONING OF WIFI HOTSPORT
AND HOUSEHOLD COMMUNITY CONNECTIVITY

C4: PROJECT SCHEDULE AND DISTRICTS

The Sites be rolled out simultaneously in all identified Households and Community sites to ensure that the
agreed targets are achieved.
50% to be implemented in (Prescribed District):
50% to be implemented in ISP chosen district:

END OF DOCUMENT

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