INTERNATIONAL TELECOMMUNICATION UNION

Transcription

1 INTERNATIONAL TELECOMMUNICATION UNION Request for Proposal For consultancy services supporting the implementation of a pilot project on cloud computing Geneva, 25 April 2012

2 TABLE OF CONTENTS Part I. Notice of Invitation Part II. Terms of Reference Part III. Instructions to Bidders 1. Background Information 2. Bidder Profile and Selection Process Criteria 3. Bidding Conditions 4. Bidding Procedures Annex 1: Annex 2: Annex 3: Annex 4: Reference Label Company Information Sheet Formal Declaration Draft Contract

3 I. Notice of Invitation The International Telecommunication Union (hereinafter referred to as "ITU") issues the present Request for Proposal (RFP) for consultancy services supporting the implementation of a pilot project on cloud Computing. With this RFP ITU intends to award a contract, in accordance with its rules and procedures, for the consultancy services supporting the implementation of a project on cloud computing as specified in the Terms of Reference of the present RFP. This RFP will be administered by ITU Procurement Division. Therefore, bidders requiring any clarification about the RFP documents, or the process itself, shall submit their queries in writing by letter, fax or to the following address: Ms. Karima Benkirane-Demlek Procurement Division International Telecommunication Union Place des Nations CH-1211 Geneva 20 Switzerland PROC@itu.int CC: karima.benkirane@itu.int Fax: Only those queries received in writing, as well as ITU s relevant written replies, will be considered as an integral part of this RFP and will therefore be taken into consideration in the subsequent evaluation process. All queries duly received, as well as the related ITU responses, will be published on the UNGM website ( without mention of the question s source. Deadline for submission of queries is Friday 11 May 2012 (16h00 Geneva time). Deadline for submission of proposals is Friday 25 May 2012 (16h00 Geneva time). Proposals shall be valid for at least 60 days. We would appreciate advanced information that you intend to submit a proposal to the address referred to above. Yours faithfully, Dietmar Plesse Head, Procurement Division International Telecommunication Union International Telecommunication Union Place des Nations CH-1211 Geneva 20 Switzerland Tel: Fax: itumail@itu.int

4 Terms of Reference Background The International Telecommunication Union (ITU) is the United Nations specialized agency for information and communication technologies. The ITU allocates global radio spectrum and satellite orbits, develops the technical standards that ensure networks and technologies seamlessly interconnect, and strives to improve access to ICTs to underserved communities worldwide. Cloud Computing Project To meet its statutory obligations for daily processing of space and terrestrial radio service notices and to solve complex problems as planning of limited radio spectrum and orbit resources for treatyrelated conferences the ITU has a need to perform CPU intensive calculations in a limited timeframe. To reach this goal the BR focused on acquiring extensive experience in the development and usage of distributed computing techniques. As a component of our IT system, we have developed a local distributed infrastructure which is currently used to manage the workload of calculations-on-demand submitted by our Membership. Such a workload is greatly time-dependent. The purpose of this project is to extend this distributed infrastructure to enable us to explore the potential of Cloud Computing, with the main goal to study the easiness of deploying software and data and of performing calculations on the cloud, with particular emphasis on scalability and security issues. We are looking for an experienced consultant in Microsoft Azure technologies, with a proven track record in assisting organizations in migrating applications in the cloud environment. We are looking for the highest level of certification awards recognized by Microsoft, i.e. the consultant with Microsoft Most Valuable Professional in Azure technologies would be an advantage. Description of the current system The current ITU distributed client-server system is based on the pull model, with a database acting as the master and a number of Windows services as the slaves. Users submit calculation requests via a web portal which stores the input data in the database as pending job requests. The calculation services wake up periodically to check if there are new jobs to be run, execute them, manage the jobs status and notify the user at job completion. The system is implemented in C#. The calculation modules, called by the Windows services, can be implemented in different languages (FORTRAN, C, C++, COBOL). The database containing the tables for managing the jobs (and storing input data and output results) is SQL Server. The web portal permits the user to control the job (submit/cancel) and also to monitor its status (pending, running, completed, failed). page 4 of 28

5 The calculation modules may be CPU and data demanding. For one business case (propagation prediction calculation) for example, the input data for any given job may consist of up to one hundred files (3MB each in size), identified at run-time out of a total dataset of ~15 thousands files (total size of the dataset: ~45 GB). The input data files must be located on the machine where the calculation executes. This business case has already been deployed in the internal infrastructure and also tested in Azure. ITU uses Active Directory 2008 R2 for its authentication. Service Required The consultancy services shall assist ITU in the following activities: 1. Infrastructure set-up: definition/implementation of the system architecture for the delivery of a system which integrates seamlessly the local distributed infrastructure and Azure cloud resources to manage the workload. In particular this architecture must: i. integrate private data insuring data confidentiality, ii. integrate the monitoring of job status, iii. scale up and down based on demand (manual/automated process). 2. Knowledge transfer of cloud technologies to a wider audience with a five-days training course on fundamental of cloud computing and the code base developed during activity 1. The audience would be composed by software engineers at the mid-senior level. 3. Identification during the training of one business case for piloting on the cloud. 4. Implementation and deployment of this business in the integrated infrastructure page 5 of 28

6 III. Instructions to Bidders 1. Background Information The International Telecommunication Union is the leading United Nations agency for information and communication technology. As the global focal point for governments and the private sector in developing telecommunication networks and services, ITU's role in helping the world communicate spans 3 core sectors: Radiocommunication, standardization and development of ICT worldwide. ITU also organizes TELECOM world events, the leading ICT showcase, as well as workshops and symposia for the benefit of the global community. ITU is based in Geneva, Switzerland, and its membership includes 193 Member States and more than 700 private sector entities and academic institutions. 2. Bidder Profile and Selection Process Criteria 2.1 The Bidder shall ensure that it has the technical ability, experience, managerial capacity and sufficient human resources for executing the tasks described in this RFP. 2.2 ITU s evaluation of the proposals shall be based on the documentary evidence contained in the proposal, according to the instructions, requirements and other factors required by ITU as described in this RFP, in order to identify the substantially compliant and lowest priced proposals. 2.3 Proposals shall be evaluated on the following criteria: A. Experience and Qualifications of Firm and Proposed Personnel 45 points B. ITU s Terms and Conditions (Annex 4 to Part III, draft contract) 15 points C. Cost/Price Proposal (offshore and on-site) 40 points A. Experience and Qualifications of Firm and Proposed Personnel 45 points maximum Sub Criteria are equally weighted: i. Consideration shall be given to the size and complexity of the clients for which the firm has provided the services in the past 5 years. ii. Previous experience supplying to the UN is preferred. iii. Proposed consultant(s) shall be evaluated for professional experience in managing and providing the kind of services requested. iv. The ability to work in English at high level of proficiency v. Demonstrated ability to provide the services required (proposed architecture outline for proposed training course) B. ITU s Terms and Conditions 15 points maximum Bidder s shall be evaluated based upon the reasonableness of the proposed acceptance/rejection of the draft contract attached in Annex 4 to Part III C. Pricing 40 points maximum Bidder s pricing shall be evaluated based upon the reasonableness of the proposed rates in comparison to firms doing work similar to that required in the Terms of Reference for organizations of similar size as that of ITU and based on overall best value for money to ITU. page 6 of 28

7 3. Bidding Conditions 3.1 The Bidder shall submit one (1) printed signed original and one electronic version of the proposal. The electronic version can be submitted to after the deadline date established in section 4.3 below (Friday 25 May 2012 at 16h00 hours (Geneva time)). 3.2 To be taken into consideration, the proposal must include the following information and documents: Structure of the proposal i. A general description of the proposed architecture ii. An outline for the proposed 5 days training course iii. A portfolio of past experiences assisting organizations in porting their software to the Azure environment iv. Curriculum Vitae (CV) of the consultant(s) v. Availability dates vi. Cost breakdown; prices can be quoted in Swiss francs (CHF), United States dollars (USD) or Euro (EUR) exclusive of any tax. All prices quoted must be fully inclusive of all administrative charges and overheads, including but not limited to, fees, transport costs, levies, etc, if and as applicable The duly completed Company Information Sheet (Annex 2 to Part III) A Formal Declaration (Annex 3 to Part III), signed by the bidder s legal representative and bearing the official bidder s stamp, certifying that all the terms and conditions of the proposal, including the overall and breakdown prices, will remain valid for at least 60 days. 3.3 Failure to include any one of the requested items of information and/or document(s) listed in Article 3.2 above, or failure to complete all of the above-mentioned forms and papers fully and correctly may, at the sole discretion of ITU, entail the automatic rejection of the proposal as a whole. 3.4 A statement of compliance or non-compliance in relation to each and every Article of the draft contract (Annex 4 to Part III) should be submitted. The reasons for any non-compliance with an article of the contract shall be clearly and precisely stated and an alternative text proposed. If a bidder does not include a statement of compliance or non-compliance in relation to the draft contract, it will be understood that it is implicitly accepting all terms and conditions thereof in their entirety; and ITU shall have the right to demand the bidder to fulfill its relevant duties and obligations accordingly if the contract is awarded to the latter. 3.5 In addition to the compulsory elements of the proposal listed in Article 3.2 above, the bidder may also append any document or data which it considers necessary. Such additional documents or data must be clearly and specifically identified in the covering letter. 3.6 Any requests for further clarification of this RFP shall be in writing by or before Friday 11 May 2012 at 16h00 hours (Geneva time) and refer to RFP - Clarifications. Such requests for clarification shall be addressed to the address mentioned in the Notice of Invitation (PROC@itu.int and karima.benkirane@itu.int). page 7 of 28

8 4. Bidding Procedures 4.1 Proposals shall be delivered by hand during office hours (09:00 to 12:00 and 14:00 to 16:00) to the ITU Headquarter in Geneva or sent by registered mail to the following address: International Telecommunication Union Communications Service Place des Nations CH-1211 Geneva 20 Switzerland Proposals shall be sent in a sealed envelope bearing the words RFP which must itself contain a second sealed envelope with the proposal inside it. The label (Annex 1 to Part III) appended to this RFP must be affixed to the inner envelope. 4.2 Each page of the original proposal (cf. Article 3.1 above) shall be signed/visa d (witnessed) by an official who is legally authorized to enter into a contract on behalf of the bidder. 4.3 The proposal must be received by or before Friday 25 May 2012 at 16h00 hours (Geneva time). ITU Communication Service will certify receipt of the proposals by recording the date and time of receipt on the outside envelope or package. The official date and time of receipt will be those recorded by ITU Communication Service upon receipt of each proposal and may under no circumstances be queried. It is understood that the bidder is responsible for ensuring that the proposal reaches the ITU Communication Service before the above mentioned expiry date. Any proposal received after the above mentioned expiry date will not be considered. 4.4 The proposals received within the above time limit and submitted in the form prescribed will be reviewed and evaluated by ITU in a fair and impartial manner. 4.5 All bidders should carefully note that in case of conflict, discrepancy and/or ambiguity between the hard copy of the proposal submitted to ITU and any electronic copy, the hard copy of the proposal shall in all circumstances be treated by ITU as the definitive proposal. 4.6 ITU reserves the right to reject all or part of the proposal received in good and due form, without being bound in any way to communicate its reasons to the bidders, who shall have no right of recourse against the final decision of ITU. 4.7 No information concerning the examination, clarification or evaluation of proposals and/or recommendations relating to the award shall be communicated to any bidder or to any other person whomsoever. 4.8 The Successful Bidder will be notified of the decision taken by ITU. After due signature of the contact between ITU and the Successful Bidder, ITU will publish the award on the UNGM website ( Unsuccessful bidders will not be informed individually that their proposal has not been retained. 4.9 ITU will make no payment whatsoever to any bidder for the preparation and submission of its proposals or for any costs incurred in that respect; in particular, ITU will not refund the costs incurred by unsuccessful bidders By submitting a proposal, the bidder thereby agrees to abide by all the terms and conditions page 8 of 28

9 set forth in these conditions and procedures. No provision of this RFP shall in any way be regarded as a waiver, express or implied, of the privileges and immunities enjoyed by ITU under the international agreements or any national law applicable to it. page 9 of 28

10 Annex 1 to Part III REFERENCE LABEL (To be printed and attached by the bidder cf. 4.1 of Part III of this Request for Proposal) RFP page 10 of 28

11 Annex 2 to Part III COMPANY INFORMATION SHEET The following information shall be supplied accurately by each Bidder: Company: Name of Company: Head Office: Names of Officers/Directors: Legal Status: Date of founding: Registered Capital (if applicable) : Nos. Staff Employed: Turnover 1 /budget in US Dollars (round figures): Management: 2008: Other Staff: full time 2009: part time 2010: 2011: List of Major Clients to which your Company/ Institution has satisfactorily delivered services of similar nature to those defined in the Terms of Reference(Part II) (address, telephone number, contact person) and details of the work carried out (dates, type of work, value and duration of contract etc.) - attach additional page(s) if required 2 Certified as accurate: Stamp: Date: 1 Total income or expenses. 2 The ITU reserves the right to check the information given under this heading by contacting the companies or individuals listed, or by requiring the relevant certification of services rendered, whenever considered appropriate. page 11 of 28

12 Annex 3 to Part III FORMAL DECLARATION I, the undersigned, certify that the whole offer corresponding to the Request for Proposal No. for consultancy services supporting the implementation of a pilot project on cloud computing submitted by (legally incorporated name of bidder) will remain valid in all its terms and conditions until at least Wednesday 25 July, Signature of the bidder s authorized representative Name and title of the bidder s authorized representative Date: Place: Bidder s seal: page 12 of 28

13 Annex 4 to Part III Draft contract including ITU General Conditions of Contract page 13 of 28

14 {PROC-B-CTR IS} Il Draft Contract between THE INTERNATIONAL TELECOMMUNICATION UNION and {insert supplier} for consultancy services supporting the implementation of a pilot project on cloud computing page 14 of 28

15 1. DEFINITIONS In this Contract the following definitions apply: The Company means {insert supplier with full address}. ITU means the International Telecommunication Union, Place de Nations, CH-1211 Geneva 20, Switzerland. ITU and the Company are hereafter collectively referred as to the Parties. The Designated Employee(s) means the employee(s) of the Company assigned to ITU by the Company to complete the Assignment as specified herein. Assignment means the consultancy services, which the Company is assigned to render to ITU. 2. OBJECT OF THE CONTRACT a. The objective of this Contract is the provision of consultancy services supporting the implementation of a pilot project on cloud computing. b. The consultancy services shall assist ITU in the following activities: i. Infrastructure set-up: definition/implementation of the system architecture for the delivery of a system which integrates seamlessly the local distributed infrastructure and Azure cloud resources to manage the workload. In particular this architecture must: i.i integrate private data insuring data confidentiality i.ii b. integrate the monitoring of job status i.iii c. scale up and down based on demand (manual/automated process) ii. iii. iv. Knowledge transfer of cloud technologies to a wider audience with a five-days training course on fundamental of cloud computing and the code base developed during activity 1. The audience would be composed by software engineers at the mid-senior level. Identification during the training of one business case for piloting on the cloud. Implementation and deployment of this business in the integrated infrastructure c. The Company shall, on the terms and conditions set forth hereinafter, execute the Contract in accordance with the ITU General Conditions of Contract (Annex 1), and the Company s proposal dated {insert date} (Annex 2). 3. TIMESHEETS a. At the end of each week during which work has been performed, ITU shall verify the Company s timesheet, duly completed by the Designated Employee(s), to verify the number of days, on a basis of eight (8) working hours per day, which the Designated Employee(s) spent on the Assignment during the preceding period of the Assignment. ITU shall sign the abovementioned timesheet if in agreement with its content. b. Signature of the timesheet by ITU constitutes acceptance and agreement that the Designated Employee(s) s services have been provided for the number of days as stated on the timesheet page 15 of 28

16 and that such services have been satisfactory and in accordance with the terms of this Contract and, as such, are chargeable at the agreed rate as stipulated herein. c. Should the satisfactory nature of the work be impossible to assess at the time of the initial verification, due to the preliminary nature of the work and the absence of observable results, ITU reserves its right to revoke its approbation of certain timesheets should the actual work completed not correspond to the work as expressed in these timesheets. 4. REMUNERATION a. The Company, in accordance with its proposal (Annex 2), shall render all the services and provide all the facilities necessary to carry out and complete the Assignment described under this Contract, for a daily rate (exclusive of VAT), all expenses included, of: [CHF] {insert amount} ({insert amount} [Swiss francs]) b. The Company shall complete the Assignment described under this Contract within the period from {insert dates} 2012, at the dates requested by ITU and agreed by the Company. c. The Company shall complete the Assignment described under this Contract within a maximum cumulative total value of [CHF] {insert amount} ({insert amount} [Swiss francs]). d. This amount shall not be exceeded without duly signed amendment to this Contract according to Article 14 Modification of the Contract below. The Company shall not perform any services if the resulting payment by ITU would cause the maximum amount specified in the present Contract to be exceeded. The Company shall notify ITU in writing if the total value of services purchased has reached eighty (80) per cent of the amount shown in paragraph c above. e. The Company is solely responsible for paying the Designated Employee(s) s invoices for time spent on the Assignment and for deducting any sums therefrom as may be required by law. 5. TAX a. Section 9 of the Convention on the Privileges and Immunities of the Specialized Agencies of the United Nations adopted by the General Assembly of the United Nations on 21 November 1947 provides, inter alia, that ITU is exempt from all direct taxes, except charges for public utility services, as well as customs duties and charges of a similar nature in respect of articles imported or exported for its official use. In the event any governmental authority refuses to recognize the ITU exemption from such taxes, duties or charges, the Company shall immediately consult with ITU to determine a mutually acceptable procedure. b. ITU is exempted from VAT in the territory of the European Union (EU) in accordance with EU Directive 2006/112/EC - Article 151. Contractors located in EU countries shall not include VAT in the invoices to ITU. VAT will not be paid by ITU to EU contractors. Contractors should refer on the invoice to the above EU Directive or to the relevant VAT law applicable in the contractor s country. c. ITU is exempted from VAT in Switzerland on acquisitions destined for its official use and for services received in an official capacity (Article 107, par. 1, let. a, of the federal Law on the Value Added Tax and Articles 143 to 150 of the federal Ordinance on VAT). VAT will not be paid by ITU to Swiss contractors. Accordingly ITU has no VAT number. page 16 of 28

17 6. PAYMENTS a. The Company shall submit to ITU one (1) original invoice after the signature by ITU of the last timesheet covering the period invoiced according to Article 3 Timesheets above to: Financial Resources Management Department International Telecommunication Union Place des Nations CH-1211 GENEVA 20 Switzerland b. The invoice shall contain, at a minimum: the Contract number PROC-B-CTR IS; beginning and end dates services were provided (weeks covered by the time sheets); detailed charges and description of services provided; total invoiced/payment amount (exclusive of VAT and in [CHF] only); Instruction for bank transfer. c. ITU will make payments only upon receipt of the Company s invoice. The amount payable by ITU shall be calculated by reference to the number of days that the Designated Employee(s) have worked. In order to minimize the complications pertaining to disputed invoices, ITU seeks the cooperation of the Company in providing the above requested information on all invoices. For special conditions regarding disputes over invoices see Article 7 below. d. ITU shall make payments to the Company within thirty (30) working days of the receipt of the invoice and required supporting documentation as detailed in this Contract. 7. DISPUTES OVER INVOICES/PAYMENTS a. ITU shall have the right to in good faith refuse or dispute payments of any invoice, or portions thereof, and this may result in a partial payment or no payment of an invoice to the Company for services until the dispute is resolved. b. ITU shall notify the Company, within fifteen (15) working days following receipt of an invoice, if ITU disputes the invoice or portions thereof. The notification will include a brief explanation of the reasons why ITU disputes the invoice and what portions are refuted. ITU and the Company will consult in good faith to promptly resolve outstanding issues. ITU shall pay the Company the amount of the undisputed portion within thirty (30) working days of the receipt of the invoice. If ITU fails to notify the Company within fifteen (15) working days of the dispute and reason for it, ITU shall make full payment against the company s invoice and seek reimbursement from the Company at a later date. c. Payments made to the Company shall not relieve the same of its obligations under this Contract and shall be without prejudice to ITU s right to reject the services not conforming to the Assignment. d. The Company shall not be entitled to interest on any late payment or any sum payable under this Contract nor any accrued interest on payments withheld as mentioned above. page 17 of 28

18 e. Once a dispute has been resolved and the Parties have agreed a disputed amount is payable partially or totally, ITU shall pay the Company within fifteen (15) working days following the resolution of such a dispute. 8. CHANGE REQUEST PROCEDURE a. Both Parties will be entitled to request changes or further specifications to the services agreed in this Contract at any time. b. Change Requests will be made in writing and include a description of the consequences on the budget, resources and project schedule. Provided a change request has been accepted by both Parties, the Company will submit to ITU a supplement to this Contract. The supplement will take effect upon its signature by the Parties and shall be annexed hereto to form an integral part of this Contract. 9. OTHER SERVICES The Company shall ensure that the Designated Employee shall not perform any services other than those indicated in Article 2 Object of the Contract which may result in any charges to ITU over and above those stated, without the prior written consent of ITU and a formal amendment to this Contract according to Article 14 Modification of the Contract below. 10. LABOUR CLAUSES a. The Company represents and warrants that it will observe at all times and in all circumstances relevant to the performance of this Contract and, in relation to its personnel, the following principles concerning the rights which are subject of the relevant international labour standards of the International Labour Organization: i. the right of workers, without distinction, to establish or join organizations of their own choosing, to be protected against anti-union discrimination and to bargain collectively; ii. prohibition of forced or compulsory labour in all its forms; iii. equal remuneration for men and women for work of equal value; iv. equality of opportunity and treatment in respect of employment and occupation without discrimination on grounds of race, colour, sex, religion, political opinion, national extraction or social origin and such other ground as may be recognized under the national law of the country or countries where the performance, in whole or in part, of the contract takes place; vi. prohibition of the employment of children below fourteen (14) years of age or, if higher than fourteen (14), the minimum age of employment permitted by the law of the country or countries where the performance, in whole or in part, of the contract takes place, or the age of the end of compulsory schooling in that country or countries, whichever is higher; vii. prohibition of the employment of persons under the age of eighteen (18) for work that, by its nature or the circumstances in which it is carried out, is likely to harm the health, safety or morals of such persons under the age of eighteen (18); viii. payment of wages in legal tender, at regular intervals, in full and directly to the workers concerned; ix. provision of wages, hours of work and other conditions of work, including social security, at least as favourable as those established by collective agreement, arbitration award or applicable laws or regulations for work of the same character in the trade or industry concerned in the area where work is carried out; and page 18 of 28

19 x. adequate safety and health standards in the workplace or workplaces where work is carried out. b. Non-compliance with these provisions is considered to be a breach of contractual obligations. 11. ADDRESSES OF THE PARTIES All notices and correspondence between the Parties under the present Contract, unless defined otherwise shall be sent by first class registered mail, with acknowledgement of receipt, and/or by fax or in the case of other communications or documentation, to the following contact persons and at the following address: For the International Telecommunication Union: Dietmar Plesse Head, Procurement Division Place des Nations CH-1211 Geneva 20 Switzerland Tel: Fax: Dietmar.Plesse@itu.int For {supplier}: {name and address} {contacts} 12. ENTRY INTO FORCE, DURATION AND TERMINATION OF THE CONTRACT a. The present Contract shall enter into force on the date of its signature by both Parties. Its provisions shall remain applicable until all obligations and rights of the Parties have been fulfilled or no longer apply in accordance with its terms and conditions. b. ITU may terminate the present Contract at any time by giving seven (7) days written notice to the Company. In that event, ITU shall be liable to the Company for payment in respect of work already satisfactorily accomplished by it, as per Article 3 Timesheets and Article 6 Payments above, up to the date of receipt of any notice of termination, and for the cost of such urgent work as is essential and as the Designated Employee(s) is asked by ITU to complete in the way agreed by the Parties. c. The Company may terminate the Contract by giving seven (7) days written notice to ITU if ITU is in breach of its obligations under this Contract. 13. ENTIRE AGREEMENT a. This Contract and its Annexes represent the entire agreement between the Parties and supersedes all prior proposals or agreements, written or oral, between the Parties. page 19 of 28

20 b. All Annexes shall form an integral part of this Contract. In the event of any conflict or discrepancy between this Contract and its Annexes, the provisions of this Contract shall govern in all respects. 14. MODIFICATION OF THE CONTRACT The terms and conditions of the present Contract may only be changed by mutually agreed amendments or modifications in writing and signed by the Parties. Any such modification shall be annexed hereto and shall be considered as an integral part of this Contract. 15. PRIVILEGES, IMMUNITIES AND FACILITIES Nothing in or related to this Contract shall be deemed a waiver expressed or implied of any of the privileges, immunities and facilities which ITU enjoys by virtue of the international agreements and national laws applicable to it, including the Headquarters Agreement dated 22 July 1971 between the ITU and the Swiss Federal Council. IN WITNESS WHEREOF the Parties have signed this Contract in duplicate, in English, by their duly authorized representatives: For and on behalf of {supplier} For the International Telecommunication Union and on behalf of the Secretary-General... {name} {title} Place:... Date: Dietmar Plesse Head, Procurement Division Place: GENEVA Date: Annexes: Annex 1: ITU Terms and Conditions Annex 2: Company s offer dated {insert date} Annex 3: Change Request Document (Agreement of changes) page 20 of 28

21 ANNEX 1 INTERNATIONAL TELECOMMUNICATION UNION (ITU) General Conditions of Contract I Legal Status 1.1 The Contractor shall be considered as having the legal status of an independent contractor vis-à-vis the ITU. The Contractor s personnel and sub-contractors shall not be considered in any respect as being the employees or agents of ITU. 1.2 Under no circumstances may the Contractor, its personnel and/or sub-contractors claim any of the privileges, immunities and facilities enjoyed by the ITU, in order to obtain any exemption from, or reimbursement for, costs related to any taxes, duties, fees or levies whatsoever, which may be imposed upon them in connection with the Contract or otherwise, or to be immune from any claim or judicial process arising out of the performance of the Contract, for which the Contractor shall assume full responsibility, or brought against them on any other grounds. II Source of Instructions Unless agreed upon in writing and in advance with ITU, the Contractor shall neither seek nor accept instructions from any authority external to the ITU in connection with the performance of the Contract. The Contractor shall refrain from any action which may adversely affect the ITU and shall fulfill its commitments with the fullest regard to the interests of ITU. III Contractor s Responsibility for its Employees The Contractor shall be responsible for the professional and technical competence of its employees and will select, for work under the Contract, reliable individuals who will perform effectively in the implementation of the Contract, respect the applicable laws, regulations, rules and ordinances promulgated by the competent authorities of the Swiss Confederation, as well as the local customs, and conform to a high standard of moral and ethical conduct. IV Removal of Employees Upon written request of the ITU stating the reasons therefore, the Contractor shall remove any member of its personnel and/or that of its sub-contractor(s) and shall replace, if necessary, such member by another one acceptable to the ITU. The Contractor shall submit to the ITU sufficiently in advance the curriculum vitae of the person it envisages to newly designate, who shall meet the standard requirements stated in Section III above, for ITU s consideration and approval, which shall not be unreasonably withheld or delayed by the latter. Costs and additional expenses resulting from such removal of any member of the Contractor s personnel and/or that of its sub-contractor(s) and his replacement shall be at the Contractor s own expense. Such removal shall not be considered as termination in part or in whole of the Contract between ITU and the Contractor. V Assignment The Contractor shall not assign, transfer, pledge or make other disposition of the Contract or any part thereof, or any of the Contractor s rights, claims or obligations under the Contract except with the prior written consent of the ITU. page 21 of 28

22 VI Sub-contracting In the event the Contractor requires the services of sub-contractors, the Contractor shall obtain the prior written approval and clearance of the ITU for all sub-contractors. The approval by the ITU of a sub-contractor shall not relieve the Contractor of any of its obligations under the Contract. The terms of any sub-contract shall be subject to and in conformity with the provisions of the Contract between ITU and the Contractor. VII ITU Officials not to Benefit The Contractor warrants that no official of the ITU has received or will be offered by the Contractor any direct or indirect benefit arising from the Contract or the award thereof. The Contractor agrees that breach of this provision is a breach of an essential term of the Contract. VIII Non-employment of Respective Personnel Neither ITU nor the Contractor shall, during the period of one year following the date of submission of the Final Report of the Contractor, either employ or consider employment of any member of the personnel of the other Party without the prior written approval of the latter. IX Indemnification The Contractor shall indemnify, hold and save harmless, and defend, at its own expense, the ITU, its officials, agents, servants and employees from and against all suits, claims, demands, and liability of any nature or kind, including their costs and expenses, arising out of acts or omissions of the Contractor, or the Contractors employees, officers, agents or subcontractors, in the performance of the Contract. This provision shall extend, inter alia, to claims and liability in the nature of workmen s compensation, products liability and liability arising out of the use of patented inventions or devices, copyrighted material or other intellectual property by the Contractor, its employees, officers, agents, servants or sub-contractors. The obligations under this Section do not lapse upon termination of the Contract. X Bankruptcy The Contract shall automatically terminate if the Contractor files a petition in bankruptcy or is adjudicated bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law or in the event of any realization or execution on the Contractor's assets. XI Severability Each provision of the Contract constitutes a separate right or obligation. If any provision of the Contract is deleted, varied or declared unenforceable, that provision will be severed and the remainder of the Contract will continue in force regardless. The failure of a Party to enforce an obligation does not constitute a waiver of that provision. XII Insurance and Liabilities to Third Parties 12.1 The Contractor shall provide and thereafter maintain insurance against all risks in respect of its property and any equipment used for the execution of the Contract or any good to be delivered to ITU. page 22 of 28

23 12.2 The Contractor shall provide and thereafter maintain all appropriate workmen s compensation insurance, or its equivalent, with respect to its employees to cover claims injury or death in connection with the Contract The Contractor shall also provide and thereafter maintain liability insurance in an adequate amount to cover third party claims for death or bodily injury, or loss of or damage to property, arising from or in connection with the provision of services under the Contract or the operation of any vehicles, boats, airplanes or other equipment owned or leased by the Contractor or its agents, servants, employees or sub-contractors performing work or services in connection with the Contract Except for the workmen s compensation insurance, the insurance policies under this Article shall: i) name the ITU as additional insured; ii) iii) include a waiver of subrogation of the Contractor s rights to insurance carrier against ITU; and provide that the ITU shall receive thirty (30) days written notice from the insurers prior to any cancellation or change of coverage The Contractor shall, upon request, provide the ITU with satisfactory evidence of the insurance required under this Article. XIII Encumbrances/Liens The Contractor shall not cause or permit any lien, attachment or other encumbrances by any person to be placed on file or to remain on file in any public office or on file with ITU against any monies due or to become due for any work done or materials furnished under the Contract, or by reason of any other claim or demand against the Contractor. XIV Title to Equipment Title to any equipment and supplies that may be furnished by the ITU shall rest with the ITU and any such equipment shall be returned to the ITU at the conclusion of the Contract or when no longer needed by the Contractor. Such equipment, when returned to the ITU, shall be in the same condition as when delivered to the Contractor, subject to normal wear and tear. The Contractor shall be liable to compensate the ITU for equipment determined to be damaged or degraded beyond normal wear and tear. XV Copyright, Patents and Other Proprietary Rights 15.1 Except as otherwise expressly provided in writing in the Contract, ITU shall be entitled to all intellectual property and other proprietary rights including, but not limited to, patents, copyrights, and trademarks, with regard to products, processes, inventions, ideas, knowhow, or documents and other materials which the Contractor has developed for ITU under Contract and which bear a direct relation to or are produced or prepared or collected in consequence of, or during the course of, the performance of the Contract, and the Contractor acknowledges and agrees that such products, documents and other materials constitute works made for hire for ITU To the extent that any such intellectual property or other proprietary rights consist of any intellectual property or other proprietary rights of the Contractor: (i) that pre-existed the performance by the Contractor of its obligations under the Contract, or (ii) that the page 23 of 28

24 Contractor may develop or acquire, or may have developed or acquired, independently of the performance or its obligations under the Contract, ITU does not and shall not claim any ownership interest thereto, and the Contractor grants to ITU a perpetual license to use such intellectual property or proprietary rights At the request of ITU, the Contractor shall take all necessary steps, execute all necessary documents and generally assist in securing such rights and transferring or licensing them to ITU in compliance with the requirements of the applicable law of the Contract Subject to the foregoing provisions, all maps, drawings, photographs, mosaics, plans, reports, estimates, recommendations, documents, and all other data compiled by or received by the Contractor under the Contract shall be the property of ITU, shall be made available for use or inspection by ITU at reasonable time and in reasonable places, shall be treated as confidential, and shall be delivered only to ITU authorized officials on completion of the work under the Contract. XVI Use of Name, Emblem, Acronym or Official Seal of ITU The Contractor shall not advertise or otherwise make public the fact that it is a Contractor with ITU, nor shall the Contractor, in any manner whatsoever use the name, emblem, acronym or official seal of ITU, or any acronym of the name of ITU in connection with its business or otherwise. XVII Confidential Nature of Documents, Information and Other Data 17.1 Documents, information and other data that is considered proprietary by either Party and that is delivered or disclosed by one Party ( Discloser ) to the other Party ( Recipient ) during the course of performance of the Contract, and that it designates as confidential ( Information ), shall be held in confidence by that Party and shall be handled as follows: 17.2 The Recipient of such information shall: use the same care and discretion to avoid disclosure, publication or dissemination of the Discloser s Information as it uses with its own similar information that it does not wish to disclose, publish or disseminate; and, use the Discloser s Information solely for the purposes for which it was disclosed Provided that the Recipient has a written agreement with the following persons or entities requiring them to treat the information confidential in accordance with the Contract and this Article XVII, the Recipient may disclose Information to: any other party with the Discloser s prior consent; and, the Recipient s employees, officials, representatives and agents who have a need to know such information for purposes of performing obligations under the Contract, and employees, officials, representatives and agents of any legal entity that it controls, controls it, or with which it is under common control, who have a need to know such information for purposes of performing obligations under the Contract, provided that, for these purposes a controlled legal entity means: (i) a corporate entity which the Recipient owns or otherwise controls, whether directly or indirectly, over fifty percent (50%) of voting shares thereof; or, (ii) any entity over which the Recipient exercises effective managerial control; or, (iii) for ITU, a governing organ, or subsidiary organ of ITU established in accordance with the Constitution and Convention of ITU. page 24 of 28

25 17.4 The Contractor may disclose Information to the extent required by law, provided that, subject to and without any waiver of the of the privileges and immunities of ITU, the Contractor will give ITU sufficient prior notice of a request for disclosure of Information in order to allow ITU to have a reasonable opportunity to take protective measures or such other actions as may be appropriate before such disclosure is made ITU may disclose Information to the extent as required pursuant to the Constitution and Convention of ITU, the rules, decisions, resolutions, and recommendations of its governing organs, or rules promulgated by the Secretary-General These obligations and restrictions of confidentiality shall be effective during the term of the Contract, including any extension thereof, and, unless otherwise provided in the Contract, shall remain effective following any termination of the Contract. XVIII Privileges, Immunities and Facilities Nothing in or related to the Contract shall constitute a waiver, express or implied, of any of the privileges, immunities and facilities which ITU enjoys by virtue of the international agreements and national laws applicable to it. XIX Force Majeure 19.1 In the event of and as soon as possible after the occurrence of any cause constituting force majeure, the Contractor shall give notice and full particulars in writing to ITU, of such occurrence or change if the Contractor is thereby rendered unable, wholly or in part, to perform its obligations and meet its responsibilities under this Contract. The Contractor shall also notify ITU of any other changes in conditions or the occurrence of any event that interferes or threatens to interfere with its performance of this Contract. On receipt of the notice required under this Article, or upon being directly affected in its fulfilment of its obligation under the Contract by an event constituting Force majeure, ITU shall take such action as, in its sole discretion; it considers to be appropriate or necessary in the circumstances, including the granting to the Contractor of a reasonable extension of time in which to perform its obligations under the Contract If the Contractor is rendered permanently unable, wholly, or in part, by reason of force majeure to perform its obligations and meet its responsibilities under this Contract, ITU shall have the right to suspend or terminate this Contract on the same terms and conditions as are provided for in Article XX below, except that the period of notice shall be seven (7) days instead of thirty (30) days Force majeure as used in this Article means acts of God, war (whether declared or not), invasion, revolution, insurrection, or other acts of a similar nature or force, which are beyond the control of either Party and which neither Party, exercising due care, is able to overcome The Contractor acknowledges and agrees that, with respect to any obligations under the Contract that the Contractor must perform in or for any areas in which ITU is engaged in, preparing to engage in, or disengaging from humanitarian or similar operations, any delays or failure to perform such obligations arising from or relating to harsh conditions within such areas or to any incidents of civil unrest occurring in such areas shall not, in and of itself, constitute Force majeure under the Contract. page 25 of 28

26 XX Termination 20.1 Either party may terminate this Contract for cause, in whole or in part, upon thirty (30) days notice, in writing, to the other party. The initiation of arbitral proceedings in accordance with Article XXI below, shall not be deemed a termination of this Contract ITU may terminate forthwith this Contract at any time should the mandate or the funding of the Mission/Bureau or Program be curtailed or terminated, in which case the Contractor shall be reimbursed by ITU for all reasonable costs incurred by the Contractor prior to receipt of the notice of termination In the event of any termination by ITU under this Article, no payment shall be due from ITU to the Contractor except for work and services satisfactorily performed in conformity with the express terms of this Contract Should the Contractor be adjudged bankrupt, or be liquidated or become insolvent, or should the Contractor make an assignment for the benefit of its creditors, or should a Receiver be appointed on account of the insolvency of the Contractor, ITU may, without prejudice to any other right or remedy it may have under the terms of these conditions, terminate this Contract forthwith. The Contractor shall immediately inform ITU of the occurrence of any of the above events. XXI Settlement of Disputes and Governing Law Any dispute between the Contractor and ITU arising from, or in connection with, the Contract shall be settled directly and amicably by them through mutual negotiations. In the case of failure of such negotiations, the dispute shall be settled by a sole arbitrator to be nominated at the request of either of the Parties by the Court of Arbitration of the International Chamber of Commerce (ICC). The place of arbitration shall be Geneva. The language of arbitration shall be English. The arbitration shall be carried out in accordance with the Rules of Arbitration of the International Chamber of Commerce, as at present in force. The applicable substantive law shall be Swiss law. The arbitrator s ruling shall be binding and final upon the Parties and any recourse against this ruling to any court or tribunal shall be excluded. page 26 of 28