TENDER DOCUMENT

FOR

DEVELOPMENT, SUPPLY, DELIVERY, INSTALLATION,

TESTING, COMMISSIONING, OPERATION AND
MAINTENANCE OF THE PLATFORM SYSTEM FOR SARAWAK
INTEGRATED OPERATION CENTRE (SIOC)

SECTION XX

PART XX -

OPERATION AND MAINTENANCE

SERVICE LEVEL STANDARDS

BETWEEN

SARAWAK MULTIMEDIA AUTHORITY (SMA)

AND
THE CONTRACTOR
1. GENERAL REQUIREMENT

The scope of the Operation & Maintenance (O&M) Service Level Standards ("hereinafter
referred to as the SLS") for DEVELOPMENT, SUPPLY, DELIVERY, INSTALLATION,
TESTING, COMMISSIONING, OPERATION AND MAINTENANCE OF THE
PLATFORM SYSTEM FOR SARAWAK INTEGRATED OPERATION CENTRE (SIOC)
project comprised of the protocols and standards established for the Operation and
Maintenance of the Sarawak Integrated Operation Center(SIOC) upon completion of the
equipment Installation period. It commences immediately upon issuance of the Certificate
of Acceptance ("COA") as stipulated in the Contract.

This SLS includes but not limited to the operation and maintenance of the SIOC
dashboard, Platform, Cloud Computing Platform, Video Streaming Solution, Video
Management System, Video Content Analysis System, iVMS, CitizenApp, VideoWall
Dashboard application, all point-to-point Metro-e leased line, dedicated internet leased
line, WAN and LAN, Firewall, Application and Production Servers, Storage Servers,
administrative PC, Notebook and Printers where the Authority may instruct the
Contractor in the according to the established service frequency and as and when
required in the cost-effective manner.

The Contractor shall provide 24-hours support for Operation and Maintenance during the
entire Contract period. The Contractor shall be responsible to mobilize their assets and
resources towards accomplishing the established objectives to ensure all active
components, operating system, software, hardware are preserved in the best condition,
efficiently interoperable and continuously functioning at the highest standards at all times.
INTERPRETATION

In this SLS, unless expressly indicated otherwise or unless the context

otherwise requires: -

n the meaning assigned to each defined term shall be equally applicable to both
the singular and the plural forms of such term, and words denoting any
gender shall include all genders;

n where a word or phrase is defined, each of its other grammatical forms shall
have a corresponding meaning;

n references to Recitals, Schedules, Clauses and Sub-clauses are references to

recitals, schedules, clauses and sub-clauses of this Contract;

n where a clause number is quoted, then reference is being made to that clause
bearing that clause number and to all the sub-clauses if any, under that same
clause number;

n the Recitals to this SLS shall be deemed to form an integral part of this SLS.

n an expression importing a person or party includes a company, partnership,

joint venture, association, corporation, a government agency or any
organization having legal capacity;

n the headings in this SLS are for convenience of reference only and have no
legal effect;

n the Schedules to this SLS shall be incorporated into and deemed to form part
of this SLS and all references to this SLS shall also include the Schedules to
this SLS;

n any reference to time and/or date in this SLS shall be to the time and/or date
in Malaysia;

n any reference to a number of days refers to calendar days;

n a reference to a law includes a constitutional provision, treaty, decree,

convention, statute, regulation, ordinance, by-laws, codes, judgment, rule of
common law or equity or a rule of an applicable stock exchange and is a
reference to that law as amended, extended, consolidated, re-enacted or replaced
from time to time, and includes all subordinate laws made under it;

n a reference to the word 'includes' or Including' is to be interpreted as

including the matter without limitation;

n a reference to a document includes all exhibits, schedules and attachments,

and amendments or supplements to that document, or replacements or
novation's of it;

n any confirmation, consent, direction, request or notice to be given under this

SLS shall be given in writing;
 n A reference to a Party includes a reference to its permitted transferees
and assignees and to its successors;
n A reference to the Authority shall, unless the context otherwise permits
or requires, include a reference to the Authority Affiliates; and
n no rule of construction applies to the disadvantage of a Party because that Party
or its advisers were responsible for the preparation of this SLS or any part of it.

1. SERVICE LEVEL STANDARDS, CONTRACT AND ORDER OF PRIORITY

1.1 Contract, Service Level Standards and Schedules

The Clauses in the Contract are fundamentally applicable and govern the Contractor's
obligation and duties to ensure the due performance of Works during the Installation and
Operation and Maintenance periods under the Contract.

This SLS serves as the procedural guidelines and benchmark that included as part of
the APPENDIX - OPERATION & MAINTENANCE SERVICE LEVEL STANDARDS
(KEY PERFOMANCE INDICATORS-KPI) that comprises of the provisions in form of
Articles and the following Schedules: -

i. Schedule 1 Scope of Works (SOW)

ii. Schedule 2 Services Level Standards (SLS)
iii. Schedule 3 Service Credits
iv. Schedule 4 Service Fees and Pricing Principles

2. TERM

2.1 Term
This Contract shall be effective for a period of Three (3) years from the date of the Letter
of Award inclusive the equipment Installation period and to be resumed by the Operation
and Maintenance until the Contract expiry, unless terminated earlier in accordance with
the provisions of the Contract or renewed pursuant to Article 2.2 of the SLS.

2.2 Renewal

The Authority shall have the option to renew the Contract for a further period that to be
determined by the Authority with the same terms and conditions of this SLS or such
other terms and conditions as mutually agreed in writing between Parties. Such option
shall be exercised by the Authority by giving written notice to the Contractor prior to the
expiry of the Term.
3. SERVICE DELIVERY AND SCOPE

3.1 Scope of Services

Commencing from the Operational Date, the Contractor shall provide the services to the
Authority, which shall include services, functions, processes and responsibilities which
are described in this SLS. Notwithstanding the aforesaid, the Authority reserves the
prerogative to instruct the Contractor to perform Works which are not specifically
described in the SLS but which are necessary or customary part of such services or are
otherwise required for the proper performance and provision of the said services.

3.2 No Operations Disruption or Alteration at Site

In carrying out the Services, the Contractor shall: -

· not commit any act or omission that causes or may cause disruption to the Authority's
operations and to the SIOC command centre excluding any minimum disruption
caused by the performance of Preventive Maintenance Services, Corrective
Maintenance Services or Support Services pursuant to the terms of this Contract; and

· not make any structural, mechanical or electrical alterations at the SIOC centre
without the Authority's prior written approval.

3.3 Operational Processes

Details and particulars for the CM, PM and Support Services procedures as stated in
Schedule 1 (Scope of Works).

3.4 Resources

The Contractor shall be responsible for providing all resources necessary (including all
facilities, test gears, equipment, logistical supports, tools, fixtures, materials, labor and
supervision) to deliver the Services and meet its obligations under this SLS.

3.5 Compliance with Instructions

The Contractor shall comply with all instructions and directions from the Authority in
connection with the Services, where such instructions and directions are consistent with
the terms of the Contract and SLS.
4. SITES MANAGEMENT

4.1 Site Lists

The Sites at which Services shall be provided by the Contractor pursuant to the terms of
this Contract which will be the Site(s) awarded to the Contractor pursuant to the tender.
The Authority shall, from time to time, update or increase the Site Lists as and when
required subject to the Contractor's due performance and eligibility.

4.2 Site Access

For the Sites which are inaccessible due to the third party ownership or proprietorship
over the surrounding area, the Contractor shall in a timely manner apply to the Authority
for the Site Access in accordance with the applicable procedures upon the requirement
by the Contractor or any Third-Party Vendor for the provision of any part of the
Services. Where emergency access is required, the Contractor shall take all necessary
steps to gain Site Access and perform the necessary actions at the Site and in parallel,
alert and notify the Authority of such emergency.

4.3 Identification and Conduct at Site

Each of the Contractor Representative at Site must present a valid form of Identification
and produce the Site Access authorization if requested by any the Authority
Representatives at the Site. They shall further display the company identification badge
at all times. The Contractor and its Personnel shall at all times exercise due care,
caution and diligence and comply with the relevant Site Policies whilst performing
Services at the Site

4.4 Injury, Death and Assets Damage

The Contractor shall abide and comply by the requirements as specified in the
APPENDIX : HEALTH, SAFETY AND ENVIRONMENT (HSE) REQUIREMENTS of the
Contract. The Contractor shall be fully responsible and liable for any and all occurrences
of injury and assets damage (caused by any act or omission of the Contractor including
its Personnel and its Third-Party Vendors) to: -

· the Sites; and/or

· the Authority's Assets;

 · all active personnel and assets owned, employed, operated by the
MNOs (other than the Authority).

· upon the occurrence of any death, injury or assets damage as aforesaid,

the Contractor shall: -

i. immediately notify the Authority and urgently attend the death, injury
or assets damage as soon as practicable;

ii. if directed by the Authority, promptly repair or replace the damaged

item(s) at the Contractor's costs, to a condition at least equal to the
condition before damage; and

iii. indemnify the Authority pursuant to Clause 41 (Insurance) and

Clause 43 (Indemnity) of the Contract.

4.5 Theft and Vandalism

In parallel with Clause 33.13 of the Contract, the Contractor shall report to the Authority
as soon as reasonably practicable any instances or suspected instances of theft or
vandalism. Unless directed by the Authority, the Contractor shall not alter or in any way
handle or disturb any items that may have possibly been associated with a criminal
activity.

5. SERVICE LEVELS STANDARDS

5.1 General

The Contractor acknowledges that the performance and proper operations of the
Authority's Assets at the Sites is critical to the Authority's business and any failure to
meet the Service Levels Standards may have an adverse impact on the business and
operations of the Authority and the Authority Affiliates. Accordingly, the Contractor
agrees to perform the Services so as to meet or exceed the Service Levels Standards in
accordance with the provisions of Schedule 2 (Service Level Standards). The qualified
contractor must prosses all the analytical skills set, certified engineers, programmers,
network engineers to conduct operational business model to the SIOC center.

5.2 Service Level Standards (On and from the SLS Operational Date)

The Service Levels Standards as specified in Schedule 2 (Service Level Standards)

shall apply on and from the SLS Operational Date as the case may be.
5.3 Revised Service Level Standards

In addition to the Service Level Standards, Revised Service Level Standards may also
be established in accordance with Schedule (Service Level Standards) at any time
during the Term of this Contract as and when required by the Authority.

6. SERVICE LEVEL STANDARDS MEASUREMENT AND REPORTS

6.1 Measurement Frequency

The Service Level Standards shall be measured on and from the Operational Date in the
manner as set out in Schedules 2 (Service Level Standards).

6.2 Measurement Tools

The Contractor shall be responsible for and shall have in place as of the Operational
Date all of the necessary measuring, monitoring and reporting tools and procedures to
measure, monitor and report the Contractor's performance of the Services against the
Service Level Standards.
Such measurement and monitoring shall permit reporting at a level of detail sufficient to
verify compliance with the Service Level Standards and shall subject to audit exercise by
the Authority. The Contractor shall provide The Authority with information and access to
such tools and procedures upon request for the purposes of audit and verification.
All tools and test equipment used for all tests that includes Installation, Testing and
Commissioning, Acceptance, Optimization, Monitoring and Troubleshooting Acceptance
Test shall be calibrated and complied to the applicable standards issued by a certified
calibration agency including but not limited to SIRIM Berhad, HPE Unified Functional
Testing(HP-UFT), Ranorex, Selenium, WebLoad, NeoLOad, Apica, SOASTA CloudTest
and Malaysian regulatory bodies/committee.

6.3 Service Level Reports

The Contractor shall prepare and provide the Service Level Reports in the manner as
prescribed in Schedule 2 (Service Level Standards). Failure of the Contractor to comply
with this Article 9.3 shall constitute a Service Level Failure.
Each Service Level Report shall measure the Contractor's performance against the
Service Level Standards, describe any Service Level Failure in the measurement period
in question, the remedial measures/proposed actions and comply with the requirements
of Schedule 2 (Service Level Standards). The Contractor acknowledges that: -

· The Authority at its discretion, may or may not accept the Contractor's proposed
actions; and
 · any proposed remedial plan in the Service Level Report does not negate the
Contractor from its responsibility to perform the Services in accordance with the
established Service Level Standards.

7. SERVICE LEVEL FAILURE

7.1 Service Level Failure

In the event of Service Level Failure, the Contractor shall:

i. report the Service Level Failure to the Authority and advise the Authority of the status
of remedial efforts being undertaken with respect to such Service Level Failure;

ii. In the event of a disaster, the supplier must adhere to recovery procedures as
following tiers but not limited to:
a) Tier 1 Recovery: Maximum Duration is 6 hours after it occurs, consists of the
restoration of all virtualized assets and enables service delivery as before the
disaster occurred;
b) Tier 2 Recovery: Maximum Duration is 24 hours after disaster occurred, consist of
the HOT Data Storage recovery to SIOC;
c) Tier 3 Recovery: Maximum Duration is 48 hours after disaster occurred, and all
Recovery Objects must be completed and SIOC fully reinstated.

d) investigate, assemble and preserve pertinent information with respect to the

Service Level Failure, including performing a root cause analysis of the Service
Level Failure;
e) minimize the impact of the Service Level Failure and make reasonable
efforts to correct the Service Level Failure; and
f) take appropriate preventive measures to prevent a recurrence of the Service
Level Failure.

For the avoidance of doubt, any investigation conducted by the Contractor (including
conducting a root cause analysis) does not relieve the Contractor of any liability to the
Authority for the Service Level Failure.

7.2 Material Breach

Without prejudice to the generality of the definition of "Material Breach" in this SLS, the
Material Breach shall also refers to Highly Critical and Critical Failure as stated in Article
 of Schedule 1 (Scope of Works) and Article 2.1 of Schedule 2 (Service Level
Standards). The unattended, unremedied or unresolved Highly Critical and/or Critical
Failure shall be deemed as Material Breach upon which the Authority shall be entitled to
forthwith terminate this Contract pursuant to Clause 47 of the Contract.

7.3 SLS Exclusions

Calculation towards any Service Level Failure shall proportionately exclude such failure
as caused by any event listed as an SLS Exclusion in the Attachment 2C (SLS
Exclusion) of the Schedule (Service Level Standards).

If the SLS Exclusion is established and the conditions (if any) are met, the SLS
Exclusion will be excluded from calculations for Service Credit.

8. SERVICE CREDITS

8.1 SLS Operational Date

Subject to Clause 10.1 (ii), Service Credits shall commence on and from the SLS
Operational Date without prejudice to the Authority's other rights and remedies available
in law, in the Contract and this SLS for any Service Level Failure on and from the
Operational Date.
On and from the Operational Date, the Contractor shall fully indemnify, defend and hold
harmless the Authority against any penalties or fines (imposed on the Authority or the
Authority Affiliate by the Commission or any other regulatory authority(ies)) as a result of
the Contractor's breach of any of its obligations under this Contract.

On and from the SLS Operational Date in the event of any Service Level Failure, Service
Credits shall accrue in the manner as specified in Schedule 3 (Service Credits) and shall
be payable by the Contractor to the Authority subject to the Service Credit Cap in the
Schedule (Service Credits).

8.2 Payment of Service Credits

In the event of a Service Level Failure, the Authority shall issue a written claim to the
Contractor during the Invoicing Period for the corresponding Service Credits. The
Authority shall be entitled upon the Contractor's receipt of the above written claim, at its
discretion shall: -
i. require the Contractor to issue a credit note no later than two (2) months from the
dates of the Authority's claim; or
ii. choose to receive payment in other modes acceptable to the Authority, in which
 event Service Credits shall be repayable by the Contractor as a debt within
fourteen (14) Business Days of the Authority's claim.

Failure by the Contractor to comply with Article 11.2 (i) and (ii) above shall entitle the
Authority to withhold payment of any Service Fees or make a deduction from any future
Service Fees payable under this SLS.

9.3 Non-Exclusive Remedy

Parties agree that: -

· Service Credits shall not be included in the calculation of the aggregate

liability cap in Clause 45.1 of the Contract;

· Service Credits do not represent liquidated damages or a penalty and

reflects the principle of a reduced price for Services which have not been
performed in accordance with the agreed Service Levels; and

· Service Credits are not the Authority's sole and exclusive remedy with
respect to Service Level Failures, whereby the Authority shall be at liberty to
pursue any and all remedies available under this Contract and in law,
including a right to claim damages or terminate this Contract, provided that
any damages proven in court or an arbitration centre of competent jurisdiction
in Malaysia payable to the Authority in connection with any Service Level
Failure will be reduced by an amount equal to the Service Credit received by
the Authority from the Contractor for that failure

10. SERVICE LEVEL REVIEW

10.1 Annual Review

Service Levels Standards shall be reviewed and amended by the Authority on each SLS
Review Date to enhance and improve the performance capabilities and changes in
technology.

No later than three (3) months prior to each SLS Review Date of which to be determined
and announced by the Authority, the Contractor shall submit to the Authority proposed
Service Level Standards improvement plan which shall include proposed changes to the
Service Levels Standards (if any), the proposed corresponding Service Credits (if
applicable) and proposals for Service Level Standards improvements.
10.2 Ad-Hoc Review

The Authority may at any time during the Term of this SLS, initiate exercise to review the
Service Level Standards and/or Service Credits to be in line with industry standards
which is appropriate at that time.

No Downward SLS Revision

For the avoidance of doubt, Service Level Standards may not be adjusted downwards
as a result of any review conducted pursuant to this Article 10.

11. FEES

11.1 Service Fees

The Authority shall pay to the Contractor the Service Fees in accordance with the
applicable provisions in the Contract and SLS including Schedule 3 (Service Credits) of
the SLS in consideration of the provision of the Services and the performance by the
Contractor of all its obligations under this Contract and SLS. For the avoidance of doubt,
there shall be no change to the Service Fees in the event new software upgrades or
patches are implemented in respect of the Services.

11.2 Summary of Billings

The Authority may from time to time request that the Contractor to provide an aggregate
summary of all prior invoices with a monthly breakdown of the Service Fees, and the
Contractor shall use the best commercial endeavors to comply within (30) Thirty
Business Days from the date of the Authority's written request.
11.3 Costs and Taxes

The Service Fee stipulated in the Contract shall be inclusive of any service tax and all
other taxes or charges that may be incurred. Clause 30 (Taxes and Duties) of the
Contract shall be applicable in regards to this subject matter.
12. THIRD PARTY CONTRACTS

The Contractor shall ensure that any of the sub-contracting agreement(s) with Third Party
Vendor in regards to the SLS works, can be novated or assigned to the Authority or the
Authority Affiliate without having to gain consent from such Third Party Vendor.

13. INVOICING

13.1 Invoice Submission Date

The Contractor shall submit to the Authority the Purchase Request and/or monthly
invoices for the Works under Service Level Standards no earlier or later than the
Invoice Submission Date as defined in Article 2 of the SLS above.

13.2 Invoice Terms

Invoices issued by the Contractor shall not contain any terms which are in addition to,
or which conflict with, the provisions of this Contract. Parties agree that any such terms
shall in any event be inapplicable and of no effect.

13.3 Invoices for Service Fees

The Contractor shall ensure that all invoices for the Service Fees are in the format pre-
agreed by the Authority, make express reference to the following particulars that
includes:-

· the period to which the Service Fees relate;

· any adjustment in respect of the prior month's invoice containing an

error; and
· such information, details and supporting documents as may be necessary to
enable the Authority to verify the invoiced amount.

13.4 Non-Compliant Invoices

The Authority shall have no liability to pay on invoices which are issued:
i. prior to the Invoice Submission Date; and/or
ii. not in accordance with the requirements of this Article 15.

13.5 Address for Invoices (To be confirmed by SMA)

All invoices shall be sent to the address specified in Clause Appendix B, Summary of
Commercial in Form of Contract
13.6 No Backdated Billing

The Contractor shall be deemed to have waived or forfeited its right to claim and the
Authority shall not be obligated to pay any Service Fees that are not invoiced during the
Invoicing Period.

14. PAYMENT

14.1 Payment Period

The Authority shall make payment of the Service Fees within the Payment Period subject
to the compliance by the Contractor of the requirements set out in this SLS and Contract.
The final sum payable on any invoice shall take into account any amounts for Service
Credits and reconciliation amounts and any other amounts due and payable by the
Contractor to the Authority.

14.2 Withholding and Set-Off

The Authority shall have the right to withhold payment on any invoice which contains
any errors, fails to meet the invoicing requirements in this Service Level Standards and
Contract or is otherwise disputed by the Authority on reasonable grounds. In the event
of a dispute over an invoice or any part thereof, the Authority shall only pay the
undisputed invoiced amount pending resolution of the dispute and the Parties should
refer the dispute to the dispute resolution procedures in Clause 57 of the Contract.
The Authority shall have the right to deduct from or set-off against any money due to
the Contractor under this Contract, and the sums for which The Contractor is liable to
the Authority under this Contract, including any Service Credits, but prior to making any
such deduction or set-off, The Authority shall notify the Contractor in writing providing
reasonable details of the proposed deduction or set-off.
15. PERSONNEL

15.1 Background Checks

In parallel with Clause 26 of the Contract, the Contractor must have vetted and performed
background checks and screening (in accordance with Industry Practice) in respect of
Personnel hired by the Contractor to perform any part of the Services (excluding
personnel of the Authority transferred to the Contractor). The Contractor shall not assign
any Personnel who fails the background checks to perform any part of the Services.

15.2 Qualifications of Personnel

All Personnel shall be properly qualified, trained, experienced, competent and skilled for
the Services they are to perform. The Contractor shall use adequate numbers of such
qualified individuals with training, experience, competence and skill to perform the
Services.

15.3 Immediate Removal of Personnel for Serious Violations

The Contractor shall immediately remove and replace any Personnel who has:
i. committed any form of corruption, fraud, gross negligence, misconduct
or other forms of misbehaviour;
ii. provided false identification information;
iii. breached any the Authority Policies; and/or
iv. violated any Operation Policies or security requirements in SIOC.

15.4 Removal of Personnel for Non-Performance

In the event the Authority is not satisfied on reasonable grounds with the performance of
any Personnel, the Authority shall notify the Contractor providing reasonable grounds for
its dissatisfaction and the Contractor shall respond within three (3) Business Days with a
written remediation plan. The remediation plan shall be implemented immediately upon
acceptance by the Authority.
If performance issues persist during the O&M period, the Authority may request removal
of the individual Personnel whose performance is at issue, and the Contractor shall
remove and replace such Personnel no later than five (5) Business Days from receipt of
such notice.

15.5 Replacement Personnel

All replacement Personnel for Personnel removed under Article 15.4 must be acceptable
to the Authority and provided at no additional charge. In the event the Authority objects to
any proposed replacement Personnel on reasonable grounds. The Contractor shall
 source another replacement Personnel for the Authority's consideration and approval
(which approval shall not be unreasonably withheld). All costs of training any
replacement Personnel shall be borne by the Contractor.

15.6 Turnover Rate (Resignation)

The Contractor agrees that it is in its best interests to minimize the turnover rate of its
Personnel that perform the Services. Accordingly, the Contractor shall use commercially
reasonable efforts to keep the turnover rate to a level comparable to industry norms.

If the Authority believes that the level of the Contractor's turnover rate exceeds the
acceptable level of turnover rate based on industry norm, the Contractor shall, upon
written request from the Authority, provide data concerning its turnover rate and meet
with the Authority to discuss the reasons for, and impact of, the turnover rate. If
appropriate, the Contractor shall submit to the Authority its proposals for reducing the
turnover rate, and the Contractor shall bring the turnover rate down to an acceptable
level. Notwithstanding turnover or removal of any Personnel, the Contractor remains
obligated to perform the Services without degradation and in accordance with this
Contract.

16. BUSINESS CONTINUITY

16.1 Business Continuity Plan

The Contractor acknowledges that continuity of Services is critical to the Authority's

business operations and shall ensure that it has in place and maintains an up-to-date
Business Continuity Plan.

16.2 Amendment of Business Continuity Plan

The Contractor shall implement all amendments and modifications reasonably requested
by the Authority to the Business Continuity Plan where it relates to the Services being
provided under this Contract.

16.3 Testing of Business Continuity Plan

The Contractor shall ensure that the Business Continuity Plan is tested on a regular
basis, and at least once every twelve (12) months, and shall ensure The Authority's
participation in such tests.
16.4 Implementation of Business Continuity Plan
In the event of a Disaster, the Contractor shall:

i. forthwith implement the Business Continuity Plan;

ii. continue to provide the affected Services in accordance with the
Business Continuity Plan; and
iii. restore the affected Services to the relevant Service Level within the
period laid out in the Business Continuity Plan.

16.5 Material Breach

The failure of the Contractor to implement the Business Continuity Plan in the event of a
Disaster shall be deemed a Material Breach of this Contract upon which the Authority
shall be entitled to terminate this Contract pursuant to Clause 47.

17. TECHNOLOGY IMPROVEMENTS

17.1 Current Technology

The Contractor shall use all reasonable endeavours to ensure that it is fully appraised of
advances in technology, delivery services, optimization, new products and other
improvements and apply all techniques, practices and standards using such current
technologies, improvements and service delivery methods as shall be suitable for the
purposes contemplated under this SLS and that will enable the Authority to take
advantage of any technological advancement in the industry and support the Authority's
efforts to maintain competitiveness in the markets in which it competes.

17.2 Updated Equipment (Hardware and Software) and/or Tools

The Contractor will review industry trends and identify any new equipment and/or tools,
test gears that would improve the Contractor's delivery of the Services or otherwise
benefit the Authority within the Contract period.

18. COMPLIANCE WITH THE AUTHORITY'S POLICIES

The Contractor and its Personnel must comply with the Authority's Policies, to the extent:-
i. They are applicable to the Services and the Authority's vendors; and
ii. They are not inconsistent with any other requirement of this Contract and SLS.
19. SECURITY REQUIREMENTS

19.1 The Authority Confidential Information

The Contractor shall, in performing the Services and at all times: -

· ensure that the Authority Confidential Information in its possession is

protected at all times;

· provide protective measures for the Authority's Confidential Information that

are no less rigorous than Industry Practice standards and that commensurate
with the consequences and probability of unauthorized access to, or use,
misuse or loss of, the Authority's Confidential Information; and

· implement adequate security procedures to prevent the introduction or

coding of, and maintain a global watch over known threats of, any virus or
code that is harmful, disabling, destructive, or which assists in or enables
theft, alteration, unauthorized disclosure, destruction or corruption of data.

19.2 The Authority Security Policies

Without limiting the obligations in Article 19.1, the Contractor shall comply at all times
with all the Authority's Policies relating to aspects of security or access to the Authority's
premises, the Authority Confidential Information and/or any of the Authority's Systems,
as issued or updated by the Authority from time to time and notified in writing to the
Contractor. In the event of a conflict between the standards set out in Article 19.1 and
the Authority Security Policies, the more stringent standards shall prevail.

19.3 Self-Declaration by the Contractor

As and when directed by the Authority, the Contractor shall provide a self-declaration of
compliance as set out in the format as directed by the Authority.

19.4 Security Incident

If the Contractor becomes aware of an actual or suspected Security Incident, the

Contractor shall inform the Authority as soon as practicable.

19.5 Back-to-Back Subcontracts

The Contractor shall additionally ensure that: -

· all subcontracts entered into by the Contractor on and from the Operational Date
contain provisions no less stringent than the provisions of this Article 19; and
 · all its Personnel and Sub-Contractors comply with the provisions of this Article 19.

19.6 Material Breach

A breach of this clause by the Contractor shall be deemed as a Material Breach of this
Contract upon which the Authority shall be entitled to terminate this Contract pursuant
to Clause 47 of the Contract.

19.7 Indemnity

The Contractor shall indemnify, defend and hold harmless the Authority, the Authority
Affiliates and their respective employees, agents, officers and directors from and
against any Losses incurred in connection with or resulting from a breach by the
Contractor of this Article 21.

20. RECORDS

20.1 Retention Period

The Contractor shall, and shall ensure that all its permitted Third Party Vendors,
maintain or cause to be maintained complete and accurate records of all Services
provided including the documents listed in Clause 24.4 (Document Completion Report),
Clause 37.12 (Financial Records) and Clause 37.17 (all relevant documents) of the
Contract in a secure and suitable facility readily accessible to the Authority and any
auditor or regulator for as long as Services continue to be provided under this Contract
until the later of: -
i. seven (7) years from the expiry of Contract expiry or termination;
ii. the date when the Records are no longer required to be stored under the
Authority's records retention policy or as notified in writing by the Authority
to the Contractor.
This Article shall survive the expiry and termination of the Contract.

20.2 Records

The Contractor shall at all times operate a system of accounting to maintain complete
and accurate records and adequate supporting documents for: -
i. The Service Fees, Invoices, Purchase Request, REQUISITION NOTICE,
supporting documents and all the expenses;
 ii. the Personnel used by the Contractor in performing its obligations under this Contract;
iii. Service Level Reports;
iv. Practices, procedures, systems and general controls relating to the Services;
v. Procurement and supply chain practices and activities of the Contractor;
vi. Government agency requests; and
vii.Other information ordinarily properly recorded in accordance with Industry.

20.3 Storage of Records

The Contractor shall ensure that Records in accordance with this Article 22 of the SLS
are to be retained in the form in non-print media such as electronic, optical or magnetic
media or provide for recopying, reformatting, and other necessary maintenance to
ensure the availability and usability of such Records at least until the expiration of the
retention period.

20.4 Access to Records

The Contractor shall allow the Authority full access to the Records upon request no
later than three (3) Business Days from the date of the request.

21. OPERATION & MAINTENANCE MODEL FRAMEWORK GUIDE

21.1 The Operation and Maintenance Services Team

The service level criteria are defined below:
i. Single point of contact:
a. The Successful Tenderer must provide a central contact point for the Client;
b. There should be a twenty-four (24) hours a day, seven (7) days a week standby
number for calls outside office hours.

ii. Operating hours:

a. Service hours for SIOC services are twenty-four (24) hours a day, seven (7) days a
week; The operating hours are times when the system is generally available. The
planned and announced maintenance windows are not part of the operating hours.
The total number of operating hours per year is 8,604 hours, calculated as follows:
one (1) year twenty-four (24) hours a day, seven (7) days a week equivalent to 8,760
hours deducted by 156 hours maintenance window.

1. Front Officer or SIOC Operation Officer or 1st Level Support

i. SIOC CCTV Surveillance: monitor the CCTV feeds on 24/7 basis.
 ii. Operation Officers: Act as prime interface for system and interact with
customer request. Collect, analyses, manage and classify the video feeds
from source, send to the related Support Officer department and finally
feedback to customer.
iii. Fault Management: For those troubles which cannot be solve on time, Front
office will escalate the trouble to next level and inform the management team.

2. Application Operation Team Support

i. Provide online interaction service to user/customer via GUI
ii. Perform System check and updates
iii. Provide programming interface task with VMS system data base, user
database, Talikhidmat interface, Sarawak ID interface, Sarawak Pay
interface and other relevant agencies.
iv. Monitor and execute daily activities
v. Perform system health check and maintain application dashboard

vi. Perform equipment preventive maintenance activities on a scheduled basis.

3. Back Office or 3rd Level Support

i. Trouble shooting: Responsible for handling complex network problems
which cannot be handled by the Front Office team.
ii. Technical Interface with users and customer: Interaction with other parties
on trouble shooting, configuration and routine operation.
iii. Trouble Escalation: Escalate the troubles to Vendor support, once 2nd
Support Level cannot solve the trouble in the required time.

21.2 Operation and Maintenance Governance and Control Model

The Operation and Maintenance Governance model is an accountability framework and

management model that helps to facilitate proper information sharing and define what must be
done by each party. The aim of a Governance model includes, but is not limited to: -
i. Drive interactions between the Authority and the Contractor.
ii. Establish feedback mechanisms.
iii. Encourage communication and desirable behaviours.
iv. Ensure sufficient management attention to key issues and topics.
v. Streamline the decision-making process.
vi. A resolution process for escalation of risk, issues and actions.
vii. Enable The Authority to focus on its core business and The Contractor
will handle day-to-day operations.
The accountability framework is typically made up of well-defined roles and responsibilities
reflecting decision rights among the participants in the Operation and Maintenance Services
processes. In the Operation and Maintenance Services environment, clarity and
communication of decision rights is important. If it left unaddressed, assumptions from either
party will be probably made that can lead to conflict and unmatched expectations.
The decision rights, once defined, are executed through a management model and the results
will be monitored and reviewed through periodic reporting. In the Operation and Maintenance
Services environment, both components are important. The management model provides a
framework through which decision rights are executed and reporting can occur. In addition, an
effective reporting framework will ensure the visibility of the Operation and Maintenance
Services performance and enable a feedback route for continuous review and alignment of
services with targets to ensure the results satisfy the Authority's expectations.
The Contractor will be working closely and present the governance model to the Authority to
develop the suitable governance model. Contractor's governance model for outsourcing
operates at three levels:

i. Executive Level: strategic decision, overall budget control, performance

management

ii. Program Level: forecasting, volumes, capacity planning, new services,

strategies, PM issues
iii. Operations Level: Daily operations, KPI/SLS measurement and control,
major operational issues solving

The roles and responsibilities for the Executive Leader, Program Leader and O&M Leader
can be described as below: -

i. Executive Leader. Like all other businesses, executive leadership is essential

to justify, permit and fund the execution of a managed O&M organization. It should
be clarified which activities can and which cannot be done without approval from the
Executive Leader. In general, the following typical items must go through executive
approval: -
a. All major projects.
b. Change to critical service level.
c. Major change of Operation and Maintenance Services contract,
duration, cost, scope, etc.
d. Major O&M directional changes.

ii. Program Leader. The Program Leader typically defines which deliverables
and their priorities, including projects, services and service levels, are essential
to meet the requirements of the organization's business. Within the Operation
and Maintenance Services Contract period, The Authority business
requirements can change. Therefore, the requirement of network O&M and the
network itself are likely to change as well. The Contractor strongly suggests that
The Authority appoints a Program Leader who justifies the change and is
responsible for realizing the business benefit. Otherwise, accountability for non-
realized project value may not be fulfilled, for example if Contractor has
responsibility for only the technology component. Typically, the Program Leader
also takes responsibility to support any changes in duration, cost, scope and
service level due to the above-mentioned reasons.
 iii. O&M Leader. The role of O&M Leader must be clearly defined to prevent
conflict between the Operation and Maintenance Services team, The Authority
internal personnel and 3rd party vendors. The O&M Leader has the responsibility
of senior technical leadership during the execution of approved O&M plans and
for monitoring the Operation and Maintenance Services relationships. As an
example, the O&M Leader must deliver a management approved O&M plan by a
specific date or must approve project changes in a particular manner.
Furthermore, the O&M Leader also takes the management responsibility of O&M
delivery leadership, such as the responsibility to provide guidance on
technological development, to monitor the performance and to perform capacity
planning, etc.
21.3 Meeting Practices & Reporting

After the appropriate management committees have been set up, the Contractor
will manage the arrangements for periodic meetings as above to communicate
and discuss the latest issues & topics, report the up-to-date service level of the
Operation and Maintenance Services with the Authority. The meeting frequency
and meeting agenda as follows:

Committee Purpose Key Roles & Responsibilities Meeting

Frequency

Executive ·Strategic · Annual reconciliation of the Quarterly

Committee decisions dashboard (bonus or penalty)
·Overall budget · Long term plans for service
control delivery
·Performance · Cost control and performance
management against budget
· Issues escalated from the
Program Committee
Program ·Forecasting · Determine SLS targets Fortnightly
Committee ·Services · Review of the SLS
provisioning performance
·Strategies (issues, root cause, solution)
·Work Volume · Review forecast for services
·Subscriber · Contract changes
volumes · Issues escalated from the
·Capacity planning Program Committee
·Performance · Resolution of any delay in
Management service provision by up to
Issues two months
· Capacity, coverage and new
service plans
O&M ·Daily operations · Service levels reports, Outage Weekly
Committee ·SLS/KPI reports
·Major operational · Facility Requirements
issues · Continuous Improvement
progress
· Any other technical issues the
Committee may require
22. REPORTS AND MEETINGS

22.1 Reports

The Contractor must provide to the Authority all reports specified in this Contract and
such other reports related to the Services as may be reasonably specified by the
Authority from time to time (in both hard and soft copies) and convene with the Authority,
if requested, to review the reports.
The Contractor shall include such information in the reports as is specified in this Contract
or otherwise required by the Authority and shall ensure that all information contained in
any report submitted to the Authority is accurate, complete, and up to date as at the time it
is provided to the Authority. Such reports shall be no less comprehensive than the internal
reporting of the Authority prior to the Operational Date.
In addition to the reports specified in this Contract, SLS and the Schedules, the Parties
shall periodically determine other reports required to be prepared and submitted by the
Contractor to the Authority.

22.2 Meetings

At each meeting between Representatives of the Authority and the Contractor each Party
shall take turns to prepare and circulate an agenda and circulate minutes after a meeting.
The Contractor will manage the arrangement for periodic meeting to communicate and
discuss latest updates, issues, service level of the Services with the Authority.

23. STEP-IN

23.1 Step-In for Critical Service Level Failure

If a Critical Service Level Failure occurs, the Authority may at its option:
i. take control of all or part of the Services (including suspending
the Contractor's right to provide some or all of the Services);
ii. assume direct control (but not employment) of the relevant Personnel
to perform the Services; and / or

iii. take any action as is reasonably necessary to restore the Services, including:

· engaging a third-party Contractor; or

· engaging nominated the Authority personnel to work with the Personnel

to oversee the provision of the relevant Services.
23.2 The Contractor Cooperation

The Contractor must provide (at no additional cost) all knowledge management materials,
cooperation, assistance and access required to enable the Authority to exercise its rights
under this Article .

23.3 Notice to the Contractor

The Authority will provide the Contractor with advance notice as is reasonably
practicable and consult with the Contractor to the extent practicable, before exercising
its step-in rights under this Article 25.

23.4 Suspension of Payment

For the period that the Authority exercises its rights under this Article 25: -
i. The Authority will have no liability to pay Service Fees to the Contractor;
ii. The Contractor shall reimburse the Authority upon demand for any costs and
expenses incurred by the Authority for engaging a third-party. During the period of
the Step-In, the Contractor is relieved from providing the services that are the
subject of the Step-In and any obligations to meet the SLS.

23.5 Duration of Step-In

The Authority may exercise its rights under this Article 25 until the Contractor has
demonstrated to the Authority's satisfaction that it is able to perform the Services
(including complying with the applicable Service Levels) in accordance with this Contract.
During the period of the Step-In, the Contractor is relieved from providing the services
that are the subject of the Step-In and any obligations to meet the Service Level
Standards.

23.6 The Contractor not liable for actions of the Authority or Third Parties

The Contractor shall not be liable to the Authority for any damages to the extent that
such damages arise directly from any act or omission of the Authority or its nominated
third-party contractor during the Step-In exercise.
23.7 Other remedies

For clarity, the exercise by the Authority of its step-in rights pursuant to this Article 25
does not limit any rights or remedies available to the Authority in law or in equity for the
Contractor's failure prior to the Step-In by the Authority, to comply with this Contract and
any applicable Service Level Standards.

23.8 Termination

If the Authority has exercised the step-in rights for more than thirty (30) days, the
Authority may by written notice to the Contractor terminate this Contract.

24. APPOINTMENT OF THIRD PARTIES IN THE EVENT OF DEFAULT

Without prejudice to the Authority's other rights and remedies under this Contract or in
law, in the event of a failure by the Contractor to perform any of its obligations resulting
in a Service Level Failure, the Authority reserves the right upon twenty-four (24) hours'
notice to the Contractor, to take any and all measures necessary to remedy any defects
or failure, including to appoint third parties at the Contractor's expense, which shall be
deducted from any monies due to the Contractor under this Contract, or otherwise paid
to the Authority upon written demand.
In such an event, the Contractor shall provide all reasonable assistance to the Authority
and such third party engaged by the Authority, including to allow the Authority or the said
third party access to the tools, equipment and records necessary to manage the Service
Level Failure or any other issues.

25. DISENGAGEMENT

25.1 Disengagement Period

The Disengagement Period shall commence on the earlier of the following:

i. three (3) months prior to the expiry of this Contract; or
ii. upon issuance of a termination notice by either or the Contractor pursuant to the
terms of this Contract.
The Disengagement Period shall continue until:
i. in respect of Article 27.1 (i), the expiry of this Contract; and
ii. in respect of Article 27.1 (ii), three (3) months after the commencement of
Disengagement Services or such other period agreed between the Parties in
writing.
25.2 Disengagement Plan

i. The Contractor will develop and submit to the Authority for its review and
approval a draft disengagement plan ("Disengagement Plan") no later than
eighteen (18) months from the Commencement Date of the O&M period.
ii. The Disengagement Plan shall specify the titles and roles of Personnel that
will perform Disengagement Services, list out activities to be carried out
during the Disengagement.
iii. Period and set out a generic schedule and process for the Disengagement
Services to ensure a controlled exit of the Contractor during the
Disengagement Period.
iv. The Contractor must review and update/enhance the Disengagement Plan
on an annual basis and submit the proposed changes to the Authority for its
approval. Once approved, the revised document will be the Disengagement
Plan for the purposes of this clause.

25.3 Disengagement Services

a) The Contractor shall provide Disengagement Services during the Disengagement

Period at no cost to the Authority, unless the Authority terminates this Contract for
convenience, in which event Disengagement Services shall be provided at costs to
be mutually agreed, based on rates no higher than prevailing market rates.
b) The Authority may elect to extend the Disengagement Period for a total period of up
to three (3) months subject to payment of man-day rates to be agreed between the
Parties, which shall be no higher than prevailing market rates.
a) Upon commencement of the Disengagement Period, the Contractor shall do all things
necessary to effect Disengagement and comply with the Disengagement Plan.

c) The Contractor must continue to provide the Services without degradation of quality
during the Disengagement Period and shall ensure that the Disengagement
Services do not impact

d) The Contractor's performance of the Services or the Service Levels. The Contractor
acknowledges that Service Credits continue to apply during the Disengagement
Period.
e) If requested to do so by the Authority, the Contractor must promptly procure the
novation to the Authority of any Third-Party Contract identified in the
Disengagement Plan which involves the provision of dedicated services to the
Authority with effect from the effective termination date of this Contract.
f) With respect to Third Party Contracts which involve the provision of services which
are not solely dedicated to the Services to the Authority, the Authority shall initiate
discussions with the relevant Third-Party Vendor to discuss the manner in which the
novation of the said Third Party Contract can be implemented. The Contractor will
 bear any costs and expenses incurred in relation to the transfer, assignment or
novation of any Third-Party Contract.
h) The Authority shall have the right to withhold payment on any invoice until
Disengagement Services have been completed and all materials related to the
Services have been handed over to the Authority.

26. REPRESENTATIVES

26.1 Contractor Representative

The Contractor shall designate one individual to whom the other Party may address
operation and maintenance communications and such Contractor's designee will be the
Contractor point of contact for information, issues and decisions related to the Services
with the Superintending Officer.

26.2 General Representatives

Each Party shall, from time to time, provide the other Party with the contact information
for its Representatives and keep that Party apprised of any updates.

27. AUDIT

27.1 Audit by THE AUTHORITY

The Contractor:

1. shall allow the Authority, its authorized representatives, agents, professional

advisers, auditors and any regulatory or governmental entity access to each of
the data, accounts, records and supporting documents arising from or in
connection with the Services;
1. shall extend full cooperation and provide all assistance as such personnel
may require, for, but not limited to, the following purposes:
i. to inspect the data, accounts, records and supporting documents in
connection with the Services and/or Service Levels;
ii. to interview any of the relevant Personnel;
iii. to review the integrity of the Authority's Confidential Information;
iv. to make inspections, audits and tests for the purpose of conducting
the internal, statutory and regulatory audits and making reports
required by any governmental or regulatory Authority;
 v. to conduct any risk assessment that the Authority may wish to take
to assess the possible impact of the Services on the Authority's
business;
vi. to monitor and assess the performance of the Contractor's other
obligations under the Services; and
vii. to ensure compliance with the Authority Directions, including the
Authority Security Policies.

27.2 Retention of Documents by Auditors

The Authority internal and external auditors will have the right to copy and retain
copies of any relevant records solely for the purposes of conducting the audit and
subject to the external auditors keeping the Contractor's Confidential Information
privately confidential on terms which are similar to those set out in this Contract

27.3 Costs of Audit

i. Subject to Article 30.3 (ii) of the SLS, the Authority will bear the costs of
appointing an internal or external auditor to conduct any audits in accordance with
this clause.
ii. If the audit establishes that the Authority has been overcharged for any
Services in relation to a particular invoice, the Contractor must without limiting any
other rights the Authority may wish to pursue, promptly pay the Authority the
differential amounts, and additionally, the costs of the auditor in proportion to the
amount of the overcharge. The Contractor will be responsible for all of its costs
associated with complying with its obligations under this clause

27.4 Remedial Action

i. Following an audit, the Authority shall conduct, or request its auditors to

conduct, an exit conference with the Contractor to discuss the issues identified
in the audit
ii. The Contractor shall promptly take any remedial action as required
by the Authority to rectify any particular problems arising out of the findings of
the audit to the extent such problems are caused by the Contractor's
breaches.
28. REPRESENTATIONS AND WARRANTIES

28.1 Mutual Representations and Warranties

In parallel with Clause 37 and 38.6 of the Contract, the Contractor represents and
warrants to the Authority that: -
a) it is duly incorporated and validly existing under the laws of its
jurisdiction of incorporation;

b) It has all right, corporate power and corporate authority to enter into this
Contract and execute and perform its obligations under this Contract;
c) its Representatives who have signed this Contract are duly authorized
and have the full corporate capacity to execute this Contract on behalf of
and bind such Party;
d) this Contract has been duly authorized and executed by such Party and
constitutes valid and legally binding obligations, enforceable in
accordance with its terms; and

e) the execution, delivery and performance of this Contract, and its terms
and conditions do not contravene its constitutional documents or violate
any Contract to which it is a party.

28.2 The Contractor Representations and Warranties

The Contractor represents and warrants that:

a) The Contractor has all necessary resources, equipment, personnel and

capabilities (technical or otherwise) to perform the Services to the
requirements of the Service Levels;
b) The Contractor's Personnel assigned to perform the Services have the
necessary skill, expertise and experience to perform the Services to
meet the Service Levels;
c) The Contractor has all necessary consents, licenses, authorizations and
permissions required in connection with the Services;
d) The Services will be performed ethically and in a timely, workman like
and professional manner with the skill, care and diligence consistent
with the prevailing Industry Practice;
 a) In parallel with Clause 38 of the Contract, the Contractor owns or
lawfully
possesses all Intellectual Property Rights necessary to perform its
obligations under this Service Level Standards; and
d) It shall at all times perform this Service Level Standards in conformity with
all applicable laws and regulations.

28.3 Breach of Warranties

In the event of any breach of any warranty which is capable of being remedied, the
Contractor shall at its own cost and without prejudice to the Authority's rights and
remedies under this Contract and in law, take steps to remedy promptly, without
charge
to the Authority the said breach and shall not be relieved of its obligations stated
herein until the breach is remedied.

29. FORCE MAJEURE

In parallel with Clause 53 of the Contract and in Attachment 2C of Schedule 2 the
following provisions shall be applicable in the event of Force Majeure: -

29.1 Force Majeure Event

Any Party prevented from performing or complying with any of its obligations by
reason of a Force Majeure Event ("Affected Party") shall notify the other Party in
writing ("Force Majeure Notice") as soon as the Affected Party becomes aware of the
said Force Majeure Event, giving reasons for the non-compliance and details of the
Force Majeure Event.

29.2 Force Majeure Period

The Affected Party shall be excused from the performance of the affected
obligations (and the other Party shall be excused from the performance of its
reciprocal obligations) for a period of sixty (60) days from the date of occurrence of
the Force Majeure Event provided:
a) the Affected Party has issued the Force Majeure Notice as prescribed
under Article 31.1, and endeavoured to mitigate the impact of the Force
Majeure Event;
b) the Force Majeure Event was not caused by the acts or omissions of
the Affected Party or its Representatives; and
c) the Force Majeure Event was not caused by events that are reasonably
foreseeable due to the geographical, historical, political, social or
economic circumstances of Malaysia and the effect of such events on
 such Affected Party's ability to perform its obligations under this Contract
could have been significantly mitigated or prevented through commercially
reasonable actions.

29.3 Appointment of Third Party

a) The Authority may, for so long as the Force Majeure Event continues,
procure any part of the Services that the Contractor is unable to provide
by reason of the Force Majeure Event, from other third parties at the
Authority's own costs and expenses.
b) The Authority will have no liability to pay Service Fees to the Contractor
with respect to Services not performed by the Contractor for the
duration of the Force Majeure Event.

30. TRANSFER PERIOD

At least six (6) months prior to expiry of the Operation and Maintenance period, the
Authority and the Contractor should negotiate whether to renew the contract or
begin to transfer O&M service back to the Authority. If the Authority prefers to
reclaim O&M works upon Contract expiry, the Transfer Period must be applied and
put into effect.
The objective of this period is to smoothly transfer all kinds of necessary information
and resources to the Authority, assist the Authority to establish capabilities to take
over the network O&M work when contract expires. During this period, the
Authority's staff will gradually take over the work from the Contractor's O&M staff
under Contractor's supervision and control. At the end of the Transfer Period, the
responsibility for network O&M will be taken over fully by the Authority. During the
Transfer Period, cooperation of strategic level, tactical level and delivery level from
the Authority and the Contractor is the key factor to success.

30.1 Staff Training & Skill Transfer

This period provides competence training for the Authority staff to acquire
necessary knowledge and O&M skills. The Contractor will work out a detailed
training plan with clear requirements in each stage. According to this plan, the
Contractor will carry out: -

· Basic skills evaluation for individual;

· Technical training, including theoretical training and practical training;

· On-site training for each individual under the guidance of Contractor staff;
 and

· The Contractor will report to the Authority the training progress and
result periodically.

The Authority may also monitor, participate the training progress to achieve the best
result if necessary.

30.2 Trial Operation

During this period, the Authority staff will be becoming the main body to take charge
of network O&M step by step. With the assistance from the Contractor, the
Authority staff will take over network O&M through following activities:

a) Familiarize and get acquainted with all kinds of operational processes.

b) Transfer of network O&M work according to each position and all levels,
including daily maintenance for all network elements.
c) Transfer of all necessary operational resources, procedures, processes and
other supporting documents in a controlled and structured manner.
d) Transfer of responsibility for performing activities which are carried out
by the Contractor staff before.
e) Transfer of any contract with third party.
f) Assess and improve the quality of trial operation by both parties periodically.

In above condition, the Contractor staff will work as "partner" with the Authority staff to
ensure smooth seem less take over O&M work without affecting the Authority's Network
normal operation.

30.3 Final Verification & Acceptance

A verification of network and service operations & maintenance will be conducted
according to defined processes, procedures and performance. The result will be
recorded in a report. The verification report serves as a base for the formal
acceptance by the Authority that the transfer service is successfully delivered.

30.4 Handover

Through a period of trial operation and passing the acceptance, the transfer project
will enter into the last phase that the Authority takes over network O&M
independently. After the date which is agreed in contract, the Authority will be solely
responsible for all network O&M work from thereon.

30.5 Knowledge Transfer

A key component of the Transfer phase will be the successful implementation of a
knowledge transfer program. The Contractor and the Authority will manage the
transfer of the appropriate knowledge and experience of the Authority key
personnel to the Contractor staff, in order to enable a seamless transfer of service
to the new service delivery unit/organization. Main objectives of Knowledge
Transfer proposed approach are: -
a) provide people with the appropriate amount of training and knowledge;
b) document and maintain key business processes, policies and application
knowledge;
c) people get up to be successful in their new roles in the shortest amount of time,
by guaranteeing they have received the appropriate professional training, both
in terms of duration and quality; and
d) endure resources operate at high quality, reliability and integrity standards.
When the Contractor commences knowledge transfer, the Authority staff shall be
fully briefed in regards to the nature of the proposed service transfer, their
respective roles during the knowledge transfer period and their position after
stabilization. The knowledge transfer main activities shall include but not limited to: -

a) Knowledge Transfer Planning and Preparation Phase:

 Assess and review "As Is" processes and procedures used to deliver
services;
 Identify Knowledge transfer sponsors and key the Authority staff;
 Develop detailed knowledge transfer plan, define transfer criteria and
agree with project sponsors;
 Review / identify risks and agree on mitigation plan;
 Produce knowledge transfer documentation;
 Communicate on cutover principles;
 Update training material on local specificities; and
 Conduct induction training.

b) Shadow Phase:
· Conduct knowledge transfer;
· Monitor performance throughout transition period;
· Conduct regular transfer status meetings; and
· Validate local detailed cutover rules;

c) Stabilization Phase:
· Manage post transfer stabilization;
· Finalize backlog clearing;
· Identify knowledge gaps and finalize transfer of knowledge; and
· Initiate continuous improvement.
31. SERVI CE CREDIT

a) The Service Levels and the corresponding Service Credits shall be applicable
on and from the SLS Operational Date.

b) Both parties acknowledge that on and from the SLS Operational Date and in
the event of a Service Level Failure (calculated after factoring in approved
SLS Exclusions), the Authority shall be entitled to levy Service Credits based
upon the principles set out under this Schedule 3.

c) Notwithstanding the applicability of Service Credits on the SLS Operational

Date, the Contractor shall be liable to indemnify, defend and hold harmless
the Authority on and from the SLS Operational Date against any penalties or
for service level non-compliance.

d) In the event of Critical SLS Failures, the Authority may avail itself to the
remedies set out in the Contract.

e) The SLS Exclusions specified in Schedule 2 shall be taken into consideration

in the computation of the Service Credit.

f) As Schedule 2, Service Credits applicable for Mandatory SLA only

Service Credits shall be calculated at the end of every month and tabulated at the end of
every quarter. The maximum Service Credits payable per month to the Contractor
respectively shall not exceed the monthly Service Credit Cap.

31.1 WEIGHTAGE FOR CALCULATION OF SERVICE CREDIT

a) This Section will lay out the basic foundation of applying weightages to the
calculation of Service Credits.
b) The Service Credit Cap for each individual Service Level shall be allocated based on
the weightage, as illustrated below. The weightages indicate the importance and
criticality of a particular Service Level to the business of The Authority.
c) The Authority may change the allocation of weighting factors between Service
Levels in accordance with the provisions of the SLS provided that the weighting
factor for an SLA shall only take effect at the beginning of the next measurement
period/cycle (beginning of a new month).
 In no event shall the aggregate weighting factors applied against all the Service
Levels exceed hundred percent (100%) of the maximum Service Credit Cap as
defined in this Schedule 3.

Applicable Weightage for Service

No. Levels in accordance with Schedule 2 Weightage

1 SIOC SYSTEM OPERATION BUSINESS 30%

MODEL

2 Mean Time to Restore (MIT Restore) 30%

3 MIT Response 1 5%
4 PM Completion 1 5%
5 Customer Complaint Resolution 10%
100%

31.2 APPLICABILITY OF WEIGHTAGES

The Service Credit Cap for each Service Level shall be calculated by multiplying the
applicable weightage for that Service Level with the Service Credit Cap as the case may
be.

Calculation Example:

Monthly Service Fees = RMxxxxx

to NSP

Service Credit Cap = RMxxx (5% of RMxxx)

31.3 SERVICE CREDIT CAP FOR EACH SERVICE LEVEL: -

No. Commercial Service Levels Weightage Service Credit cap based on

weightage
1
SIOC SYSTEM OPERATION
30% RMxxx (30%*2,500)
BUSINESS MODEL

2 Mean Time to Restore (MTTR) 30% RMxxx (30%*2,500)

3 Mean Time to Response 15% RMxxx (15%*2,500)

(MTTR)
4 Preventive Maintenance 15% RMxxx(15%*2,500)
(PM)

5 Customer Complaint 10% RMxxx (10%*2,500)

Resolution

Total 100% RMxxx

32. SERVICE FEE TABLE

Annual Service fee

Year Y1 Y2 Y3
Service fee (RM)
Note:
1. The Service Fee for (A), (B) & (C) as below Rate Card shall be divided into
twelve (12) equal monthly payments, billed monthly in advance and shall be
paid upon monthly work done completion and validation report by the
Authority.
1. The Service Fee for (D) as below Rate Card shall be paid monthly as per
frequency of completion work and validation report by the Authority
RATE CARD

Year
1
Scope
Fee
(RM)
A. SIOC Daily BUSINESS Monitoring, USER Helpdesk & Operation, Maintenance
Support

· On Call or Standby via Hot-Line Number for Twenty-four (24) hours per day,
Seven (7) days per week
· Service Request Ticket notification, escalation and closing on any action
activity
· Maintaining and staffing for SIOC Command Center

Refer to BOQ or the

Contractor to Quote
· Responsible as System administrator for the SIOC platform
· Escalation & obtaining 2nd level external customer support
· The Contractor shall perform CCTV Software Operation Support
· The Contractor shall perform CCTV Network Operation Support
· The Contractor shall perform CCTV System Management Operation
Support
· The Contractor shall perform CCTV Security Service Operation Support
· The Contractor shall perform CCTV Data Storage Management Operation
Support

B. Preventive Maintenance for the SIOC all active and passive equipment,
CCTV System, VMS, Application Server, Storage Server, Dashboard Platform, Refer to BOQ or the
CitizenApp, Backup Servers, Load Balancer, Firewall, all related active component in contractor to quote
DRC co-location
 Year
1
Scope
Fee
(RM)
C. all active and passive equipment, CCTV System, VMS, Application
Refer to BOQ or the
Server, Storage Server, Dashboard Platform, CitizenApp, Backup Servers,
Contractor to Quote
Load Balancer, Firewall, all related active component in DRC co-location
D. Support Services

· Special event / VVIP Visitation site monitoring & tuning

· Assisting for Quarterly Mobile 2G/4G Network Quality Drive Test
Refer to BOQ or the
Audit on site status & tuning
Contractor to Quote
· Preparation of reports and compilation of data for ad hoc activities
such as Preparation for Hari Raya, special event etc.
· RN - Handling Network Change Request

Refer to BOQ or the

E. Other miscellaneous scopes that deem necessary by the Contractor
Contractor to Quote