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1 REQUEST FOR PROPOSALS FOR PROVISION OF LIT FIBRE OPTIC CABLE COMMERCIALIZATION SERVICES TENDER NUMBER KETRACO/PT/008/2017 CLOSING DATE: 18 TH APRIL 2017
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REQUEST FOR PROPOSALS FOR PROVISION OF LIT
FIBRE OPTIC CABLE COMMERCIALIZATION
SERVICES
TENDER NUMBER KETRACO/PT/008/2017
CLOSING DATE: 18TH APRIL 2017
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Table of Contents
1 SECTION I: INVITATION TO TENDER .................................................................. 6
2 SECTION II: INSTRUCTIONS TO BIDDERS .......................................................... 8
2.1 DOCUMENTS ...................................................................................................... 8 2.2 JOINT VENTURES .............................................................................................. 8
2.3 PREPARATION OF PROPOSAL ........................................................................ 9 2.4 FINANCIAL PROPOSAL .................................................................................... 9 2.5 TECHNICAL PROPOSAL ................................................................................... 9 2.6 SUBMISSION OF PROPOSAL ......................................................................... 10 2.7 WITHDRAWAL OF PROPOSAL ..................................................................... 10
2.8 MODIFICATION OF PROPOSAL .................................................................... 11 2.9 PROPOSAL EVALUATION ............................................................................. 11
2.10 NEGOTIATIONS ............................................................................................... 12
2.11 AWARD OF CONTRACT ................................................................................. 12 2.12 CORRUPT OR FRAUDULENT PRACTICES .................................................. 12 2.13 INSTRUCTION TO BIDDERS DATASHEET ................................................. 13
3 SECTION Ill: FINANCIAL PROPOSAL (STANDARD FORMS) .......................... 20
3.1 FINANCIAL PROPOSAL .................................................................................. 21 3.2 PROJECTED REVENUE ON KETRACO LINKS ........................................... 22
3.3 SUMMARY OF COSTS ..................................................................................... 22 3.4 DECLARATION FORM .................................................................................... 24
4 SECTION IV: TECHNICAL PROPOSAL (STANDARD FORMS) ........................ 25
4.1 TECHNICAL PROPOSAL SUBMISSION ....................................................... 25 4.2 WORK PLAN AND PROJECT TIME SCHEDULE ......................................... 27
5 SECTION V: TERMS OF REFERENCE .................................................................. 28
5.1 INTRODUCTION ............................................................................................... 28
5.2 SCOPE OF WORK ............................................................................................. 28
6 SECTION VI: FORM OF CONTRACT FOR PROVISION OF LIT FIBRE OPTIC
CABLE COMMERCIALIZATION SERVICES .............................................................. 51
1. Parties ......................................................................................................................... 53
2. Preamble .................................................................................................................... 53 4. Change and Review of Terms .................................................................................... 57 5. Service Commencement Date and Duration .............................................................. 58 6. Notices ....................................................................................................................... 58
7. Effectiveness of Service ................................................................................................. 59
8. Operator Responsibilities ........................................................................................... 59 9. Client’s Responsibilities ............................................................................................ 62
10. Routes on Offer ........................................................................................................ 62 11. Connection ............................................................................................................... 62 12. Labelling .................................................................................................................. 63 13. Operation and Maintenance ..................................................................................... 63
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14. Maintenance and Service ......................................................................................... 63 15. Payment plan for leased capacity ............................................................................. 64 16. Late Payment ........................................................................................................... 65
17. Taxes ........................................................................................................................ 65 18. Care of Property ....................................................................................................... 66 19. Proprietary Rights .................................................................................................... 66 20. Rules, Regulations and safety procedures ............................................................... 66 21. Request to Install and Response .............................................................................. 66
22. Equipment Power Consumption .............................................................................. 66 23. Permissions and Approvals ...................................................................................... 67 24. Insurance .................................................................................................................. 67 25. Indemnity ................................................................................................................. 67 26. Assignment .............................................................................................................. 68
27. Severability .............................................................................................................. 68
28. Confidentiality, Privacy and Non-Disclosure .......................................................... 68
29. Conflict of Interest ................................................................................................... 69 30. Statutes ..................................................................................................................... 69 31. Dispute Resolution ................................................................................................... 69 32. Termination .............................................................................................................. 71
33. Trespassing .............................................................................................................. 72 34. Reporting / Audit .................................................................................................... 73 35. Network Market Study ............................................................................................. 73
36. Network Operations Manual .................................................................................... 73 37. Lease Fees Paid by Operator to KETRACO ............................................................ 73
38. Data Protection ......................................................................................................... 73 39. Force Majeure .......................................................................................................... 73 40. General Provisions ................................................................................................... 76
FIRST SCHEDULE ........................................................................................................... 79
SECOND SCHEDULE ...................................................................................................... 80
THIRD SCHEDULE ......................................................................................................... 81
FOURTH SCHEDULE ...................................................................................................... 83
FIFTH SCHEDULE........................................................................................................... 86
SIXTH SCHEDULE .......................................................................................................... 87
SEVENTH SCHEDULE ................................................................................................... 88
SERVICE LEVEL AGREEMENT.................................................................................... 89
1. Parties ......................................................................................................................... 90
2. Preamble ..................................................................................................................... 90
3. Interpretation .............................................................................................................. 91
4. Commencement and Duration of the Term ............................................................... 92 5. Target for availability ................................................................................................ 93
6. Scope of this Service Level Agreement ..................................................................... 93
7. Service Level Agreement Exemptions......................................................................... 100
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8. Confidentiality Clause ............................................................................................. 100 9. Miscellaneous Provisions ......................................................................................... 100
SCHEDULE 1 .................................................................................................................. 103
EIGHTH SCHEDULE ..................................................................................................... 105
APPENDIX 1: KETRACO’S EXISTING NETWORK .................................................. 106
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1 SECTION I: INVITATION TO TENDER
Date: 28st March, 2017
TENDER NO. KETRACO/PT/008/2017: PROVISION OF LIT FIBRE
OPTIC CABLE COMMERCIALIZATION SERVICES
The Kenya Electricity Transmission Company limited (KETRACO) is a state corporation
whose mandate is to plan, design, construct, operate and maintain high voltage electricity
transmission lines and sub-stations. KETRACO has completed and commissioned
1,115.5km of transmission lines with 5,000km committed and ongoing. KETRACO plans
to construct additional 7,000km of transmission lines in the next five years.
i. In the construction of electricity transmission lines, KETRACO incorporates
Optical Ground Wire (OPGW) technology for operations. The Company has been
granted a Network Facility Provider Tier 2 (NFPT2) license by the Communication
Authority of Kenya (CA) to lease excess fibre to licensed operators in Kenya.
KETRACO lines will offer connection across the Country and regional
interconnection, thus availing ubiquitous fibre capacity. Undersea cables landing in
Mombasa and Dar es Salaam will have terrestrial redundancy to Djibouti and Sudan
and vice versa and also serve other landlocked countries.
ii. KETRACO now invites proposals from appropriately CA licensed operators to
design, supply, install, operate, manage and commercialize its fibre network on a
revenue sharing arrangement.
iii. Please note that
a. The cost of preparing the proposal and negotiating the contract, including
visits to the client, transport etc. are not reimbursable as a direct cost of the
Assignment; and
b. The client is not bound to accept any of the proposals submitted.
iv. The RFP includes the following documents:
i. Section 1: Invitation to Tender
ii. Section 2: Instructions to Bidders
iii. Section 3: Financial Proposal – (Standard Forms)
iv. Section 4: Technical Proposal – (Standard Forms)
v. Section 5: Terms of Reference
vi. Section 6: Form of Contract for Provision of Lit Fibre Optic Cable
Commercialization Services
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v. In order to ensure that any clarifications can be communicated to you, please
confirm to us in writing using the address below, that you are in possession of the
Request for Proposal and provide an indication of your intention to bid.
The Business Development Manager
Kenya Electricity Transmission Company Ltd,
KAWI House, Block B, South C,
Off Popo Lane, Off Red Cross Road,
P O Box 34942 – 00100,
Nairobi, Kenya.
Tel. +254 20 4956000
Email: [email protected] with copy to
[email protected] and [email protected]
vi. Further information may be obtained from the same address during office hours,
between 0730 to 1630 hours (East Africa time).
vii. Completed tender documents are to be enclosed in plain sealed envelope, marked
“TENDER FOR LIT FIBRE OPTIC CABLE COMMERCIALIZATION
SERVICES REF: KETRACO/PT/008/2017” so as to be received on or before
Tuesday 18th April, 2017 at 10.00 am East Africa time and will be opened
immediately thereafter at the KETRACO office at KAWI House:
The Company Secretary,
Kenya Electricity Transmission Company Limited,
KAWI House, Block B, South C,
Off Popo Lane, Off Red Cross Road,
P O Box 34942 – 00100,
Nairobi, Kenya.
Tel: +254 20 4956000
Email: [email protected]
viii. Or be deposited in the tender box located at KETRACO offices on ground floor,
KAWI House, Block B on or before Tuesday 18th April, 2017 at 10.00 am East
Africa time. Tender documents will be opened immediately thereafter in the
presence of the Bidders or their representatives who choose to attend and witness
the opening.
SENIOR MANAGER, SUPPLY CHAIN
FOR: MANAGING DIRECTOR
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2 SECTION II: INSTRUCTIONS TO BIDDERS
2.1 DOCUMENTS
2.1.1 To prepare a proposal, please use the attached Documents listed in the Data Sheet.
2.1.2 Bidders requiring a clarification of the Documents must notify the Client, in writing,
not later than (7) seven days before the proposal submission date or raise his
enquiries during the pre-bid meeting, as provided for in accordance with Data Sheet
1.4. Any request for clarification in writing, or email shall be sent to the Client’s
address indicated in the Data Sheet. The Client shall respond by email to such
requests, and copies of the response shall be sent to all registered Bidders.
2.1.3 The Bidder’s designated representative is invited to attend a pre-bid meeting, as
indicated in the Data Sheet. The purpose of the meeting will be to clarify issues and
to answer questions on any matter that may be raised at that stage. As part of this
meeting, the Client will organize a site visit to one of the nearest substations.
2.1.4 Non-attendance at the pre-bid meeting will not be a cause for disqualification of a
Bidder.
2.1.5 At any time before the submission of proposals, the Client may, for any reason,
whether at its own initiative or in response to a clarification requested by an invited
bidder, modify the Documents by amendment. The amendment shall be sent in
writing to all registered Bidders and will be binding on them. The Client may at its
discretion extend the deadline for the submission of proposals.
2.1.6 Please note that: -
2.1.6.1 The Client is not bound to accept any of the proposals submitted
2.1.6.2 The price to be charged for the tender document shall be nil.
2.2 JOINT VENTURES
2.2.1 Joint Ventures - Mandatory requirements for joint ventures
Proposals submitted as a joint venture of two or more firms, one of which is a
CA licensed operator, as partners shall comply with the following requirements:
(a) The tender and in case of a successful tender, the Form of Agreement,
shall be signed so as to be legally binding on all partners.
(b) One of the partners shall be nominated as being in charge; and this
authorization shall be evidenced by submitting a power of attorney
signed by legally authorized signatories of all the partners.
(c) The partner in charge shall be authorized to incur liabilities and
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receive instructions for and on behalf of any and all partners of the
joint venture and the entire execution of the Contract including
transactions shall be done exclusively with the partner in charge.
(d) All partners of the joint venture shall be liable jointly and severally
for the execution of the Contract in accordance with the Contract
terms, and a relevant statement to this effect shall be included in the
authorization mentioned under (b) above as well as in the Form of
Tender and the Form of Agreement (in case of a successful tender).
(e) A copy of the agreement entered into by the joint venture partners shall
be submitted with the tender.
2.3 PREPARATION OF PROPOSAL
2.3.1 Bidders are requested to submit a financial and technical proposal separately as
indicated in section 2.5 below. Your proposal shall be written in the language
specified in the Data Sheet.
2.4 FINANCIAL PROPOSAL
2.4.1 Full disclosure of cost associated with lighting and managing KETRACO network
per year less OPGW cost. This will help determine share of cost, which shall be the
basis for revenue share. KETRACO can provide OPGW cost per km on request.
2.4.2 Proposed revenue to be generated per year on KETRACO links.
2.4.3 Bidders will also be required to indicate minimum guaranteed amount payable to
KETRACO on a monthly basis and a variable payment which will be in percentage
form. Bidders will pay either the guaranteed or the variable amount whichever is
higher.
2.4.4 The revenue sharing formula quoted by the Bidder in the Financial Proposal Letter
of Bid and in the Price Schedules shall be fixed.
2.4.5 KETRACO will select only ONE operator; the one offering the best revenue
sharing in favour of KETRACO.
2.5 TECHNICAL PROPOSAL
2.5.1 In preparing the technical proposal, Bidders are expected to examine all
requirements, terms and instructions included in the Documents.
2.5.2 Bidders should indicate network deployment, design / topology in phases, which
shall include location of PoPs and any fibre extension to be incorporated. The
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design should indicate Meet-Me-Points or lateral legs in every link where customers
shall pick fibre.
2.5.3 Operations and maintenance services, products / services to be offered and their
prices and SLA between successful Bidder and customers.
2.5.4 Bidders should show how they intend to build Network Operations Centre,
management systems, billing systems, information security within the network,
Service Level Parameters to ensure service uptime and building a secondary NOC
for visibility of the shared network at KETRACO Head Office.
2.5.5 The technical proposal shall not include any financial information.
2.6 SUBMISSION OF PROPOSAL
2.6.1 You shall submit one original technical proposal and one original financial proposal
and the number of copies of each indicated in the Data Sheet. Each proposal shall
be in a separate envelope marked “ORIGINAL” or “COPY”, as appropriate. All
technical proposals shall be placed in an envelope clearly marked “Technical
Proposal,” and the financial proposals in one marked “Financial Proposal.” These
two envelopes, in turn, shall be sealed in an outer envelope bearing the address and
information indicated in the Data Sheet. The envelope shall be clearly marked:
“DO NOT OPEN, EXCEPT IN PRESENCE OF THE EVALUATION
COMMITTEE.”
2.6.2 In the event of any discrepancy between the copies of the proposals, the original
shall govern. The original and each copy of the financial and technical proposal
shall be prepared in indelible ink and shall be signed by the authorized Bidder’s
representative. The representative’s authorization shall be confirmed by a written
power of attorney accompanying the proposals. All pages of the technical proposal
shall be initialled by the person or persons signing the proposal.
2.6.3 The proposal shall contain no interlineation or overwriting except as necessary to
correct errors made by the Bidders themselves. Any such corrections shall be
initialled by the person or persons signing the proposal.
2.6.4 The completed technical and financial proposals shall be delivered on or before the
time and date stated in the Data Sheet.
2.6.5 The proposals shall be valid for the number of days stated in the Data Sheet from
the date of its submission. The Client shall make its best effort to complete
negotiations at the location stated in the Data Sheet within this period.
2.7 WITHDRAWAL OF PROPOSAL
2.7.1 Proposals may be withdrawn by written email and letter to be received at any time
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prior to award. Proposals may be withdrawn in person by a proposer or his
authorized representative, provided his identity is made known and he signs a
receipt for the withdrawal of the offer prior to award.
2.8 MODIFICATION OF PROPOSAL
2.8.1 Except as otherwise decided by the Client, modifications to proposals must be
received not later than the closing date and time specified for receipt of proposals
made in response to the request for proposals. Modifications must be made by
written notice which clearly identifies the proposals being modified, the nature of
the modification, the reference of the request for proposals as well as the closing
date and time for receipt of proposals. Modifications must be delivered in writing
to the office designated for receipt of proposals with the reason(s) for the
modifications.
2.9 PROPOSAL EVALUATION
2.9.1 A three-stage selection method shall be adopted in evaluating the proposals. The
financial evaluation shall be carried out first, to determine the financial score. This
will be followed by the technical evaluation, to determine the technical score. The
final selection will be determined by a combination of the two scores, as indicated
below and as specified in sections 2.3 – 2.5 of the Data Sheet.
Financial Proposal
2.9.2 The evaluation committee appointed by the Client shall carry out its evaluation,
applying the criteria and scoring regime specified in section 2.3 of the Data Sheet
to determine each bids’ financial score F(s). Each of the criteria listed will comprise
a set of questions which, when all are evaluated, yield a score for that criteria up to
the maximum shown in the table. Transparency in the evaluation process will be
assured through the use of evaluation guidelines that set out the characteristics
required of a bid to achieve a particular score. Bids that do not meet the minimum
score, as specified in section 2.3 of the Data Sheet, against both of the criteria in the
financial evaluation will be discounted. Bids that meet or exceed the minimum
acceptable score in the financial evaluation will advance to the technical evaluation
stage. The minimum financial score is 50 points. Firms scoring less than 50 points
shall be rejected and their technical proposals returned unopened.
Technical Proposal
2.9.3 The evaluation committee, after determining whether the technical proposals from
qualified Bidders (i.e. those achieving the minimum required financial score) are
complete, shall be awarded a technical score T(s) based on the technical
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specifications in section 2.4 of the Data Sheet.
Final Ranking
2.9.4 Bidders Financial score, F(s), and Technical score, T(s), will be combined using the
weighting specified in section 2.5 of the Data Sheet. The highest ranking Bidder
shall be considered for award, as the preferred Bidder.
2.10 NEGOTIATIONS
2.10.1 Prior to the expiration of proposal validity, the Client shall notify the preferred
Bidder in writing, by email, or registered letter, of their intention to undertake due
diligence on the Bidder and following its successful outcome to invite it to negotiate
the Contract. Cost of the due diligence shall be met by the Bidder.
2.10.2 Negotiations normally take from two to five days. The aim is to reach agreement
on all points and initial a draft contract by the conclusion of negotiations.
2.10.3 Negotiations shall commence with a discussion of the proposed revenue sharing
method, network design, the proposed deployment of equipment, provision of
operation and maintenance services, products to be offered and their prices and the
sales and marketing activities.
2.10.4 Changes agreed upon shall then be reflected in the financial and technical proposal.
2.10.5 In the event of the failure to complete satisfactory due diligence or to complete
satisfactory negotiations, the next highest ranking Bidder shall then be considered
for award, as the new preferred Bidder.
2.11 AWARD OF CONTRACT
2.11.1 The contract shall be awarded to the preferred Bidder after the Client has completed
satisfactory due diligence on the Bidder, and negotiations have been successfully
completed. Upon a satisfactory due diligence outcome and successful completion
of negotiations, the Client shall promptly inform the other Bidders that their
proposals have not been selected.
2.11.2 The selected Bidder is expected to commence the implementation on the date
specified in the Data Sheet.
2.12 CORRUPT OR FRAUDULENT PRACTICES
2.12.1 KETRACO observe the highest standard of ethics during the procurement and
executions of such contracts. In pursuance of this policy, KETRACO defines, for
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the purposes of this provision, the terms set forth below as follows:
(i) "corrupt practice" means the offering, giving, receiving or soliciting of
anything of value to influence the action of a public official in the procurement
process or in contract execution; and
(ii) "fraudulent practice" means a misrepresentation of facts in order to influence
a procurement process or the execution of a contract to the detriment of the
Client, and includes collusive practice among Bidders (prior to or after bid
submission) designed to establish bid prices at artificial non-competitive levels
and to deprive the Client of the benefits of free and open competition;
2.13 INSTRUCTION TO BIDDERS DATASHEET
1.1 The name of the bidding process is:
PROVISION OF LIT FIBRE OPTIC CABLE
COMMERCIALIZATION SERVICES
TENDER NUMBER: KETRACO/PT/008/2017
The name of the Client is:
Kenya Electricity Transmission Company Limited (KETRACO).
1.2 KETRACO intends to “sweat” its assets of OPGW by partnering with a Third
Party, who should be licenced by the Communication Authority of Kenya
(CA) to operate and market broadband services on wholesale basis.
KETRACO seeks to achieve the following goals:
i. To lit up its network through deployment of active equipment
ii. To ensure network neutrality, universal access and carrier equal
access
iii. Select a qualified Third Party entity as the Operator for its network
who will design, deploy, provision, manage, maintain, extend the
network to reach targeted customers and perform sales & marketing
function, on a revenue sharing arrangement
iv. The Third Party will contribute all the network apart from the OPGW
and colocation space in KETRACO owned substations
v. Provide secure, scalable, resilient network that is readily expandable
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vi. Play a critical role of ensuring ubiquitous bandwidth that is affordable
and accessible by most Kenyans
The objective of the RFP is to seek a Third Party who will perform the
following:
A. Deployment of Network Equipment:
i. In respect of lit fibre services, the requirement is for SDH equipment
capable of supporting the transmission of multiplexes from STM-1 up
to STM-64 and for DWDM equipment capable of supporting up to 40
channels. In addition to this primary transmission equipment, all
relevant ancillary equipment, such as add/drop multiplexers, optical
couplers and repeaters that are required for lit fibre services should be
included.
ii. In respect of Managed Services, the requirement is for Ethernet
equipment capable of supporting Fast Ethernet with minimum
capacity of 100Mbps, Gig Ethernet & 10 Gig Ethernet. The
infrastructure must also support MPLS-TP based VPWS & VPLS,
QinQ and Vlan tagging. Support is also required for built in WDM:
from 2.5G & 10G.
B. Provision of Network Operation and Maintenance:
i. A Network Operations Centre is required as the primary management
centre for all network elements and the services that they support.
ii. Operational and Business Support Systems should be installed to
allow for network assurance, fulfilment and billing.
iii. Processes and procedures for fault management, network and service
provisioning, reporting and billing should be provided.
iv. A secondary NOC should be installed at KETRACO Head Office to
replicate the primary NOC at the Operator side on KETRACO links.
C. Management of the network
i. Provide last mile connectivity of the network to the convenience of
the targeted customers from KETRACO substation.
ii. Provide PoPs and lateral leg where necessary as meet-me-points
iii. To market, sell and on-board new customers
1.3 Phasing of the Assignment (if any): Yes
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1.4 Pre-Bid Meeting: Yes
A Pre-Bid meeting will take place at the following date, time and place:
Date: 11th April 2017
Time: 10.00am East African Time
Place: KETRACO Offices at KAWI Complex
A Site Visit will take place in conjunction with the Pre-Bid meeting in one
the substations near Nairobi.
The name and address of the official is:
Business Development Manager
Kenya Electricity Transmission Company Ltd,
KAWI House, Block B, South C,
Off Popo Lane, Off Red Cross Road,
P O Box 34942 – 00100,
Nairobi, Kenya.
Tel. +254 20 4956000
Email: [email protected] with copy to
[email protected] and [email protected]
1.5 The Client shall provide the following inputs:
i. KETRACO shall provide information in regard to the completed,
ongoing and planned transmission lines and those interconnecting
with the region and associated substations.
ii. KETRACO will assign a senior staff member to act as the point of
contact to work with the selected Bidder for the duration of the
contract.
iii. KETRACO on request will provide cost of constructing 1km of
OPGW.
1.6
The proposal shall remain valid for 120 days from the proposal submission
date submission of and or closing of the bid documents
1.7 MANDATORY REQUIREMENTS
The following should be included in the proposal;
i. Certificate of Bidder’s registration/incorporation.
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ii. Copy of CA License demonstrating either Tier 1 or Tier 2
authorisation (or Unified License equivalent) including the
provision of international services
iii. Current KRA Tax compliance certificates for the local Bidders and
local partners for those applicants who are in a joint venture
agreement.
iv. International firms incorporated outside Kenya must partner with
local firms in a joint venture agreement as detailed in section 2.2 of
this RFP. A copy of the Joint Venture agreement should be
provided.
v. PIN/VAT certificate for local Bidders
vi. Certified audited financial statements for the last three years.
vii. Provide a letter stating that the firm or members of the consortium
are not insolvent, in receivership, bankrupt or in the process of being
wound up and is not the subject of legal proceedings. Information
regarding any current litigation in which the firm is involved should
be provided.
viii. Provide a signed declaration form stating that the firm or members
of the consortium are not limited or disqualified under any of the
provisions of the Public Procurement and Asset Disposal Act, 2015.
ix. Completed Financial and Technical Proposal Standard Forms.
1.8 The Tender currency shall be in an easily convertible Currency
1.9 Taxes: VAT which should be shown separately. VAT will be payable by
the successful Bidder before sharing the revenue.
2.0 Bidders must submit one (1) original and five (5) additional copies of
each proposal. A soft copy in PDF format should also be submitted to the
designated official.
2.1 The proposal submission address is:
Kenya Electricity Transmission Company Ltd,
KAWI House, Block B, South C,
Off Popo Lane, Off Red Cross Road,
P O Box 34942 – 00100,
Nairobi, Kenya.
Tel. +254 20 4956000
2.2 Proposals must be written in the following language(s): ENGLISH
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2.3 Revenue share is a variable parameter to be calculated based on cost
contribution of KETRACO and the Selected Bidder in lighting up prime
KETRACO routes of completed lines. The same ratio shall be applied on
revenue share of market value of traffic passing through KETRACO links
to other customers or for Selected Bidder’s own use. Revenue will be
shared after deducting VAT only. KETRACO intends to partner with only
ONE Operator; the one offering the best financial & technical proposal.
Criteria and weights for evaluation of Financial Proposal:
S/No. Description Maximum
Points
1
Proposed revenue sharing
Guaranteed revenue based on a monthly charge
per core per km per month on completed prime
lines as shown in Appendix 1.
Offers will be scored on a pro-rata basis between
the limits:
$20 or less = 0%
$36 or more = 100%
Minimum number of cores to be leased are two.
A 5% O&M is to be charged per month of leased
capacity.
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2 Variable Revenue Share in favour of KETRACO
based on average cost contribution of lighting up
a link on completed prime routes as per
Appendix 1.
Offers will be scored on a pro-rata basis between
the limits:
40% or less = 0%
76% or more = 100%
60
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Note: The Bidder will pay either Guaranteed or
Variable Revenue whichever is higher on
monthly basis.
Total Points 100%
Financial score (Fs) should be at least 50% in order to be considered further.
2.4 Criteria and weights for evaluation of Technical Proposal:
S/No. Description Maximum
Points
1 Network Solution
Network technology 50%
Design approach including last mile connection and
PoPs 10%
Network evolution plans 30%
Network security 10%
30
2 Operation and maintenance
Approach to ensuring high standards of service
(SLA between bidder and customers) 50%
Plan for primary and secondary NOC 30%
Systems deployment 20%
30
3 Outline sales & marketing plan
Service Offering, prices & projected revenue
(30%)
Marketing Strategy (30%)
Details of the market demand assumptions
underpinning revenue projections included in the
technical proposal (40%)
30
4 Financial strength
Average annual turnover of USD 5M for the last
three years. Attach audited accounts of the last two
years. 5 marks for each year with demonstration
for the stated turnover.
10
Total 100%
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2.5 The financial and technical score will be combined and weighed as shown
below:
Financial score 70%
Technical score 30%
2.6 Commencement of Implementation:
Date: 7 days after Contract Signing or as the Parties shall agree.
2.7 Location: Nairobi, Kenya
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3 SECTION Ill: FINANCIAL PROPOSAL (STANDARD FORMS)
These forms shall include: -
i. Letter of Bid
ii. Annual projected revenue
iii. Summary of costs
iv. Declaration Form
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3.1 FINANCIAL PROPOSAL
Letter of Bid
[Location, Date]
To: [Name and address of Client]
Ladies/Gentlemen:
We, the undersigned, offer to supply Lit Fibre Optic Commercialization Services in
accordance with your Request for Proposal dated [Date] and our Bid. Our Financial
Proposal for the Revenue Share in favour of KETRACO is [%] subject to a guaranteed
minimum amount to be derived from a monthly charge of one core per km (Amount in
figure and words). The minimum charge is calculated based on a charge of two cores. A
5% O&M charge shall apply. This amount is exclusive of VAT.
We understand that we shall pay KETRACO either guaranteed or variable revenue
share whichever is higher.
Our Financial Proposal shall be binding upon us subject to the modifications resulting
from Contract negotiations, up to expiration of the validity period of the Proposal, i.e.,
[Date].
We confirm that we, or a partner in the Joint Venture, holds an appropriate CA license
for the provision of national and international Network Facilities and commit to maintain
the validity of this licence for the duration of the contract.
We understand you are not bound to accept any bid you receive.
We remain,
Yours sincerely,
Authorized Signature:
Name and Title of Signatory:
Name of Firm:
Address:
22
3.2 PROJECTED REVENUE ON KETRACO LINKS
(Before VAT)
Year 1 2 3 4 Year 5+
Amount
KETRACO
Share
3.3 SUMMARY OF COSTS
Summary of Costs for the Supply and Installation of a Fibre Optic
Network including extensions & PoPs (Please itemize)
Year 1 2 3 4 Year 5+
Cost
Taxes
Total
Summary of annual costs for the Provision of Operations and Maintenance
Services (Please itemize, including primary and secondary NOC). Please
note this excludes OPGW operations and maintenance.
Year 1 2 3 4 Year 5+
Cost
Taxes
Total
Summary of annual costs for Sales and Marketing
Year
1 2 3 4 Year 5+
Cost
Taxes
Total
23
Summary of annual other operating cost
Year
1 2 3 4 Year 5+
Cost
Taxes
Total
Summary of all cost
Year
1 2 3 4 Year 5+
Supply and
Installation
of a Fibre
Optic
Network
Provision of
Operations
and
Maintenance
Services
Sales and
Marketing
Other
operating
cost
Total
24
3.4 DECLARATION FORM
Date _________________
To:__________________
__________________
__________________
The Bidder i.e. (name and address) _____________________
Declare the following:
a) Has not been debarred from participating in public procurement.
b) Has not been involved in and will not be involved in corrupt and
fraudulent practices regarding public procurement.
__________ _________ _______
Title Signature Date
(To be signed by authorized representative and officially stamped)
25
4 SECTION IV: TECHNICAL PROPOSAL (STANDARD FORMS)
i. Technical Proposal submission
ii. Firm’s References
iii. Description of the proposed network solution
iv. Description of the Network Operation and Maintenance Services
v. Description of the products and services to be offered and their prices
vi. Description of the proposed Sales and Marketing plan
vii. Work plan and project time schedules
4.1 TECHNICAL PROPOSAL SUBMISSION
FROM: TO:
Sir/Madam:
Subject: Provision of Lit Fibre Optic Commercialization Services
Regarding Technical Proposal
I/We CA licenced Operator herewith enclose a Technical Proposal
for selection of firm/organization as Supplier for provision of Lit Fibre Optic
Commercialization Services in accordance with your Request for Proposal dated
__________________(date). We are hereby submitting our Proposal which includes
Financial and Technical Proposals sealed under a separate envelope.
We understand you are not bound to accept any proposal you receive.
26
Yours faithfully,
Signature
(Authorized Representative)
Full Name
Designation
Address
27
4.2 WORK PLAN AND PROJECT TIME SCHEDULE
28
5 SECTION V: TERMS OF REFERENCE
5.1 INTRODUCTION
Kenya Electricity Transmission Company Limited (KETRACO) is a state corporation
whose mandate is to plan, design, operate and maintain high voltage electricity transmission
lines and substations.
In the construction of electricity transmission lines, KETRACO incorporates Optical Ground
Wire (OPGW) for operations. The Company has been granted a Network Facility Provider Tier
2 (NFPT2) license by the Communication Authority of Kenya to lease out excess fibre to
licensed Application and Content Service Providers in Kenya. In the next 2-3 years, the
Company will have constructed close to 5,000km of high voltage transmission lines across the
Country and regional interconnection.
KETRACO is well positioned as a full national fibre optic backbone network offering carrier
neutral, open access services to communication service operators in Kenya and the region
through the current and planned regional interconnections.
The Company has embarked on a Broadband Strategy, in which it intends to leverage its current
fibre infrastructure in collaboration with experienced Third Parties with vast experience in
telecommunication sector to design, deploy, operate, manage and market active networks on a
Revenue Sharing Financial Model.
Specifically, KETRACO intends to offer Lit Fibre services in the form of DWDM and SDH,
and managed services in the form of multiplexes from both WDM and Ethernet circuits.
To implement and support the active network deployment, KETRACO seek to engage the
services of a competent network operator.
The selected Operator will enjoy preferential privileges of marketing all KETRACO links
(local and regional interconnectors) that have not been leased out as dark fibre (see Appendix
1). The Operator will be a KETRACO key account, who will in turn sell the services on a
wholesale basis on an open access principle.
5.2 SCOPE OF WORK
5.2.1 Overview of the proposition
KETRACO has excess Optic Fibre Cable (OFC) in all its OPGW which is strung together with
the transmission cables. Most lines have 48 cores of fibre. The excess OFC can be utilized by
the telecom operators to extend their fibre connectivity to uncovered areas or use it for
protection. Many potential customers have shown great interest in KETRACO’s OFC. Some
customers have already leased dark fibre in some of the completed lines.
This business opportunity is a new income stream for the Company and at the same time
provides telecom companies with extensive and reliable broadband connectivity in Kenya, thus
29
contributing to the National Broadband Strategy of 5 Mbps per Kenyan in rural areas and 40
Mbps in urban areas by 2017.
While the dark fibre customers will be managed by KETRACO directly, lit fibre and Managed
Services will be managed by the Third Party selected through this RFP process for an initial
period of ten years. The contract may be extended for a further 10 years, subject to agreement
between the parties. KETRACO will cease to offer leases of dark fibre on Prime Routes upon
execution of the contract with selected Bidder. However, dark fibre leases may still be offered
on non-primary routes and current dark fibre leases may be renewed on expiry, subject to
agreement with the lessee.
KETRACO’s target market in the OFC business are the CA licensed operators in Kenya and
those from other regions. KETRACO & the selected Bidder will lease the joint OFC on
wholesale basis. Selected power generators will also form part of the target market.
5.2.2 Specification of the services expected to be provided
Although the selected Bidder is expected to determine the requirement for services to be offered
and locations where they are required through its proposed Sales and Marketing plan,
KETRACO has undertaken considerable research and provides in this section a benchmark
proposal. Bidders may follow this proposal, or modify it to meet their own demand
assessments, but in either case, the level of detail and grade/quality of service offered to end
users must, as a minimum, match that of this benchmark proposal.
The selected Bidder will sell lit services, managed services and related colocation facilities
which will be located in commercial centres at the “meet-me” points. The product and services
offered are anticipated to comprise:
1. Lit fibre services:
a. DWDM: The Selected Bidder would sell wavelength(s) to customers this could
vary from one channel to 40 channels
b. SDH: SDH Services are most common in the country and will vary from STM1
TO STM64
2. Managed services:
a. Ethernet Services: Fast Ethernet with minimum capacity of 100Mbps, Gig
Ethernet & 10 Gig Ethernet. The infrastructure would also be capable to support
MPLS-TP based VPWS & VPLS, QinQ and Vlan tagging
b. Built in WDM: from 2.5G & 10Gand potentially 100G
3. Colocation services:
a. Shared rack space: from as little as 2U of space would be available for leasing.
b. Full racks: Wholesale service providers could install own equipment in own
rack. This would leave to individual billing for electricity and other amenities
used.
30
c. Cage: A service provider or wholesale retail customer can purchase space in an
entire cage to setup own pop to serve access customers or to achieve other
objectives. The customer would need to purchase own passive infrastructure.
4. Peering locations: This would happen in border point sites to neighbouring countries
and the Indian Ocean, most of which also house the backbone networks that mesh the
network. Peering services would be available for traffic within/to service providers,
from/to content managers and other stakeholders.
The customers for these services will comprise operators and service providers licensed by CA
or by telecommunications regulators in other countries, and government users of
telecommunications facilities and services that require the types of facilities and services to be
offered under this contract. The selected bidder should provide indicative monthly prices to be
charged for the above services and products.
The Selected Bidder will be responsible for securing a wayleave to “meet-me” points and for
provisioning it with the necessary telecommunications infrastructure to enable it to connect
with the facilities and services provided at and from the meet-me point.
5.2.3 Technical specification of the network systems
Locations where service will be provided
KETRACO’s fibre runs to its own substations. Prospective customers have told KETRACO
that these are too distant from population centres for their purposes and in nearly all cases they
require a point of presence where they can access lit fibre to be closer. Detail of KETRACO’s
completed and planned transmission lines are included in Appendix 1.
Lit and Managed services will be provided over KETRACO fibre and that of other
telecommunications operators and providers of telecommunications fibre, including the
Bidder’s own network, or third parties such as KPLC that have points of presence closer to
population centres. Services will be provided to customers at meet-me points of presence
(PoPs). Meet-me PoPs will be provided at KETRACO’s substations and at PoPs provided by
the Selected Bidder or other third party fibre service providers. The provision of a link from
KETRACO’s meet-me PoP to the customer site will be the responsibility of the Selected
Bidder. Acquisition of the fibre link and colocation space will be the Selected Bidder’s
responsibility. Lighting the fibre and ongoing operations, management and maintenance of the
service will be the responsibility of the Bidder.
NETWORK DESIGN
Introduction
In order to provide lit and managed services over the KETRACO network, the Bidder must
implement an interoperable model that is flexible and future proof. This allows for the
provision of lit fibre and an easy transition into the provision of managed services, enabling
new markets to be exploited or diversification of services according to demand. For future
expansion, the Selected Bidder will install line cards to accommodate additional demand or a
change in technology.
This is expected to be realized by implementing an MSTP that allows for provision of legacy
31
network as well as new technologies on the same platform. An advantage to this is that there
is no need to invest in different access network equipment to serve customers with different
needs. MSTP provides seamless interoperability in various types of networks thereby giving
the Selected Bidder the ability to provide the following services:
1. SDH Services: SDH services envisaged include STM-1, STM-4, STM-16 & STM-64
2. PDH Services: This legacy technology is still in use by some telephony and telephony
related service providers.
3. Ethernet Services: Also known as carrier Ethernet services are in demand due to the
easy integration with various systems. The following Ethernet services maybe
provisioned: Fast Ethernet, Gig Ethernet & 10 Gig Ethernet. The infrastructure supports
MPLS-TP based services such as:
VPWS &
VPLS
QinQ
VLAN tagging.
By deploying MSTP, the Selected Bidder will achieve:
High Interoperability with legacy networks
High reliability due to multi-failure resistance on any topology
Easy Maintenance e.g. end to end service provisioning
NETWORK TOPOLOGY
For the Selected Bidder to harness the full value of the fibre infrastructure a 2-tier network is
proposed. This will enable the Selected Bidder to meet its obligations to its customers in terms
of high network availability and network security. The 2-tier network would have a backbone
network and an access network.
For the Selected Bidder to successfully deploy its network in a cost-effective manner, the
implementation is expected to be undertaken in 4 phases over a 2-year period, and thereafter
incremental growth for another period of 3 years.
The phases, based on current expectations of customer demand are presented for information
and to give the Bidder an understanding of KETRACO’s vision, in the sub-sections below.
Successful Bidder is expected to start with Phase 0 & 1. This requirement is further defined in
section 5.2.4 below.
PHASE 0:
In this phase the initial requirements, identified through customer engagement, are highlighted
in Table 1.
32
Route Phase Minimum required Capacity
Rabai-Malindi
0 50GbE
0 STM64
0 Ethernet 100mbps
Rabai-Nairobi
0 Wavelength
0 100GbE
0 STM64
0 STM16
0 Ethernet 100Mbps
Table 1: Phase 0 initial requirement provisioning
To achieve this phase, 7 access nodes need to be implemented in full to provide protection for
Rabai – Nairobi circuits. Rabai-Malindi circuits will not have protection as the alternative route
through Lamu-Garissa is not expected to be implemented until Phase 3. The required
equipment is shown in Table 2.
Routes Total Quantity
Backbone
Chassis
Nairobi
Suswa
Rabai
3 Backbone chassis.
Backbone
DWDM cards
Nairobi – 4 DWDM port card
Suswa – 4 DWDM port card
Rabai – 4 DWDM port card
3 units of 4 DWDM port cards& 9 XFPs
Access Nodes 1. Rabai-Malindi
2. Isinya-Nairobi East
3. Nairobi-Rabai
4 access node chassis each fully loaded
with a minimum of 4 DWDM/SDH ports
& one 10 port multi-rate
10/100/1000Mbps Ethernet line card.
2 chassis for Malindi and Nairobi with one
10 port 10GE line card, DWDM/SDH line
card and one 10 port multi-rate
10/100/1000Mbps Ethernet line card
1 chassis for Rabai with two 10 port 10GE
ports each to provide up to 200Gigabit
Ethernet services, one 4 port
33
DWDM/SDH card and one 10 port multi-
rate 10/100/1000Mbps Ethernet line card.
Table 2: Phase 0 Network Requirements
The network topology to enable the kick-off provisioning of lit and managed services will be
as in Figure 1.
Figure 1: Phase 0 network layout
PHASE 1:
Phase 1 starts after phase 0 has been completed or both Phases can be implemented together
and would be expected to continue for a period of 12 months. The objective is to provide lit
and managed services to an anticipated market base that has been identified by KETRACO.
The identified routes include:
1. Kisii-Chemosit
2. Rabai -Galu
3. Kamburu- Meru
4. Machakos-Konza-Kajiado-Namanga
5. Lamu-Kitui-Nairobi East
Backbone Network:
To provide reliable lit and managed services, it is critical to have clear separation of customer
34
interfacing equipment and backbone network equipment. The backbone network already
established in phase 0 is to be upgraded with 1 more backbone chassis to a total of 4 backbone
nodes which are to provide alternative switching and also support more routes.
The proposed backbone sites include:
1. Lessos: Lessos to serve as a backbone site for all trunk traffic and alternative
switching traffic in the following routes: Kisumu-Kisii-Chemosit and Lessos-Suswa.
Further to this, existing backbone network from phase 0 will serve more routes as follows:
1. Nairobi: Nairobi to carry the following routes: Nairobi-Athi River-Isinya-Kajiado-
Namanga, Nairobi-Athi River-Isinya-Rabai, Nairobi-Konza-Sultan Hamud-Kitui-
Mwingi-Garissa, Nairobi-Kiboko-Voi-Mombasa and the last route is Nairobi-Konza-
Machakos
2. Suswa: The routes terminating here include: Isinya-Kajiado-Namanga, Isinya-Athi
River-Nairobi and Suswa-Lessos.
3. Rabai: To serve as a backbone sites for routes such as Rabai-Nairobi, Rabai- Isinya-
Athi River-Nairobi, Rabai-Malindi-Lamu, and Rabai-Galu.
Access network:
The access network provides the interfaces where customer links will terminate. For network
security and also for adherence to best practice standards proper network segregation must be
done to ensure that customer links should not terminate on backbone equipment.
To realize the goal of providing managed and lit services, MSTP enabled nodes need to be
installed in the access level.
The access network will grow as new routes are introduced to cater for market demands.
In phase 1, the access network will comprise of 15 access nodes, in addition to the 7 installed
in phase 0, that are MSTP Enabled to provide DWDM, SDH and other managed services.
Access nodes are to be installed on service demand only.
The diagram in Figure 2 illustrates the network topology for deployment in Phase 1.
35
Figure 2: Network topology proposed for Phase 1
Phase 1 Implementation Requirements:
In common with all the phases, the provision of dark fibre infrastructure, such as ODFs will be
KETRACO’s responsibility to ensure are in place within its substation. Table 3 provides a
breakdown of the equipment required to realise fully the anticipated phase 1 requirements.
Routes Total Quantity
Backbone
Chassis
Lessos 1 Backbone chassis.
Backbone
DWDM cards
Lessos – 4 DWDM port card& 3
XFPs
Nairobi –1 XFP module
Suswa –1 XFP module
1 units of 4 DWDM port cards& 5
XFPs
Access Nodes 1. Kisii-Chemosit
2. Rabai -Galu
3. Kamburu- Meru
4. Machakos-Konza-Kajiado-
Namanga
5. Lamu-Kitui-Nairobi East
15 access node chassis each fully
loaded with a minimum of 4
DWDM/SDH ports.
*Note that an increase in service demand between
sites that are planned for phase 1 translates to more
equipment. The Operator will also need to have
spares of 10 port 1GbE and 10 port 10GbE line
cards with corresponding 10GBASE-ER SFP+ for
Carrier Ethernet service provision.
36
Table 3: Implementation costs within 12 months
PHASE 2:
Phase 2 is expected to be implemented between 12 and 18 months of lit fibre services launch.
During this phase forecasted new routes offering lit services after a KETRACO driven market
study include:
1. Mwingi-Kitui-Wote-Sultan Hamud
2. Isiolo-Meru-Nanyuki
Backbone Network:
The backbone network build in phase 1 will support phase 2 implementation. It will sufficiently
carry the backbone traffic generated by the access network. There will be no changes made in
the backbone network during phase 2 implementation.
Access Network:
The access network provides the hand-off points for any customer to interconnect their own
terminating equipment. In this phase, the access network grows from 22 access nodes to 25
nodes to cater for two new routes: those are Nairobi-Wote-Garissa and Meru-Isiolo-Nanyuki
routes.
Figure 3 illustrates the final network topology expected to be deployed after 18 months.
Figure 3: Network Topology after 18 months
37
Phase 2 Implementation Requirements:
This Phase assumes that existing dark fibre infrastructure such as ODFs, substations or shelters
have already been put in place. Therefore, the extra costs incurred are for the provision of lit
and managed services implementation immediately.
Routes Total Quantity
Backbone
Chassis
Nil Nil
Backbone
DWDM cards
Nil Nil
Access Nodes 1. Nairobi-Wote-Garissa
2. Meru-Isiolo -Nanyuki
3 access node chassis each fully loaded with
a minimum of 4 DWDM/SDH ports & one
10 port multi-rate 1Gbps card
*Note that an increase in service demand between sites that are planned for phase 2 translates to more equipment purchase which
are be catered for through the spare units held by the Operator
Table 4: Implementation costs within 12 to 18 months
PHASE 3:
This phase is expected to be implemented between 18 and 24 months of commencement.
KETRACO projects new demand areas in this timeframe to be:
1. Lessos-Tororo
2. Lessos-Kabarnet
3. Olkaria-Narok
4. Machakos-Konza-Kajiado-Nairobi Route
5. Kenya-TZ (Isinya-Namanga)
6. Sondu-Homa Bay-Ndhiwa-Awendo
7. Olkaria II-Lessos-Kisumu
8. Ethiopia-Kenya (Suswa)
Backbone Network:
The backbone network during phase 3 remains the same: 4 backbone routes to perform
redundancy switching. The increased routes will translate to more network traffic on Lessos
and Suswa nodes. This therefore means that the Selected Bidder needs to invest in new service
line cards in the backbone routers as indicated in Table 5.
Access Network:
In this phase, the access network grows from 25 access nodes to 37 access nodes to cater for
38
the new service requests.
The implementation of new access routes will provide the redundancy previously absent on
some of the routes for instance: Olkaria-Narok-Bomet-Sotik-Chemosit will effectively provide
a ring between Suswa and Lessos. The implementation of Kisii-Awendo-Nyamira-Sondu
Kisumu also provides another closed ring between Lessos and Suswa.
Figure 4 provides the final network topology for phase 3.
Figure 4: Network Topology after 24 months
Phase 3 Implementation Requirements:
The following equipment is needed to achieve this network.
Routes Total Quantity
Backbone
Chassis
None Nil
Backbone
DWDM cards
Lessos-Tororo – 1 DWDM card
Lessos-Kabarnet -1 DWDM Card
Kenya – Ethiopia – 1 DWDM Card
1 XFP module
4 DWDM ports + 1 XFPs
Access Nodes Lessos-Tororo
Lessos-Kabarnet
Olkaria-Narok
12 access node chassis each fully
loaded with a minimum of 4
DWDM cards & 4 SDH ports&
39
Machakos-Konza-Kajiado-Nairobi
Route
Kenya-TZ (Isinya-Namanga)
Sondu-Homa Bay-Ndhiwa-Awendo
Olkaria II-Lessos-Kisumu
one 10 port multi-rate 1Gbps card *Note that an increase in service demand between
sites that are planned for phase 1 translates to more equipment purchase which is catered for by
the spare units held by the Operator
Table 5: Implementation costs within 18 and 24 months
NETWORK TOPOLOGY IN 3 TO 5 YEARS
Backbone network:
As the KETRACO national network grows, the backbone network has a minimum of 3
alternative routes to different sites. This provides network redundancy so that in case of
degraded service, partial or full failure, traffic can be routed differently. This therefore
guarantees high network reliability. Further to this, the backbone sites provide regional
connectivity to Ethiopia, Tanzania, Uganda and under-sea international connectivity out of
Kenya through Mombasa. For the backbone network, 8 sites have been identified for this.
Table 6 below provides a breakdown of the alternative routes available for each of the backbone
sites.
Backbone site
Name
Routes
Rabai Services as an exit to Kenya for international traffic and additional 3 routes
including Kilifi/Malindi/Lamu, Mombasa
Nairobi Kamburu, Mang’u, Suswa, Isinya and Rabai routes.
Suswa Traffic backbone on 4 routes including Ethiopia route which is high
demand
Isinya Backbone for 4 routes including Tanzania, Lamu & Mombasa(through
Rabai) Routes
Kamburu Interconnection with KPLC lines, Garissa, Meru & central Kenya routes
Lessos Final 6 routes mostly for traffic interchange from Tororo, Nairobi-Kisumu
routes, Mumias-Rangala route, Eldoret-Turwel routes, Olkaria-Suswa
route and Kabarnet
Lamu Backbone routes for Rabai and Tana River routes
Kisumu Route to western Kenya traffic including: Bomet & Awendo
Table 6: Backbone Sites
Backbone nodes have cross-connect functionalities for optical switching to provide a fully
40
redundant optical mesh network; a benefit that needs to be realized on the KETRACO network.
Figure 5 shows a topology diagram indicating the physical layout of the ultimate backbone
network.
Figure 5: Backbone Network diagram
To achieve this network, 4 more backbone nodes are added to create redundancy. These are:
Kisumu, Isinya, Kamburu and Lamu. The following DWDM line cards and modules will be
required to activate these routes:
1. Kisumu – one 4 port DWDM Cards with 3 XFP modules
2. Isinya – one 4 port DWDM Card with 4 XFP modules
3. Kamburu - one 4 port DWDM Card with 4 XFP modules
4. Lamu - one 4 port DWDM Card with 3 XFP modules
To achieve this backbone network only, a total 4 backbone nodes, four 4 port DWDM cards
and 14 XFP modules are required.
Access network:
A total of 50 nodes have been included in the network topology envisaged over the next five
years. To kick off implementation, 37 nodes have been identified for implementation in the
first three phases. A list of the access nodes that should be implemented from the third year to
achieve a full network include:
41
1. Kieni
2. Ishiara
3. Githambo
4. Kiganjo
5. Sangoro
6. Mumias
7. Rumuruti
8. Eldoret
9. Kitale
10. Ortum
11. Turkwel
12. Loiyangalani
13. Rangala
The diagram in Figure 6 illustrates the final network topology expected to be implemented by
end of the five year period.
Figure 6: Network Topology
42
5.2.4 Network Implementation and Equipment Requirements
The development of the network topology will be phased in accordance with developing
customer requirements for services.
Implementation Requirements
Table 7 specifies Ketraco’s opinion of the equipment to fulfil the requirement by Phase. The
equipment for Phase 0 would be installed within 3 months of contract award.
Spare Requirements
Table 7 also indicates the number of spares that in Ketraco’s opinion should be held, for both
maintenance of deployed infrastructure and to act as a pool for deployment of new installations
on demand. The level of spares should be maintained, so following the deployment of a spare
unit, a replacement should be provided in the pool.
The expected requirements for equipment to support phases 1 to 3, shown in blue italic text,
are provided for information only and to indicate the envisaged development of the network.
However, the precise requirements by phase are subject to change in accordance with customer
requirements.
KETRACO requires the successful Bidder to make provision for various spares pools to enable
service restoration and customer provisioning.
SPECIFICATION PHASE
0
PHASE
1
PHASE
2
PHASE
3
YR3
TO
YR5
Expected timing 0 – 3
months
3 – 12
months
12 – 18
moths
18 – 24
months
24 – 60
months
Backbone
Chassis
Backbone chassis with at least 6 service card
slots for later implementation.
EDFA/Raman amplification for 3R
(recreation, regeneration, retiming) of the
optical signal.
Reconfigurable Optical Add/Drop
Multiplexers (ROADM)
Cross-connect components
Network management cards
Redundant timing, communication & control
cards
Redundant power supply & fans.
3 1 0 0 4
Spare pool:
backbone
chassis
2 2 2 2 2
Backbone
DWDM/SDH
Line cards
SDH/DWDM interfaces (minimum 4 ports)
12 1 0 3 4
Spare pool:
Backbone
DWDM/SDH
Line cards
4 4 4 4 4
Backbone
DWDM/SDH
2.5G DWDM – SFP – OC-48/STM16,
100GHz, SM, LC 9 5 0 6 14
43
SPECIFICATION PHASE
0
PHASE
1
PHASE
2
PHASE
3
YR3
TO
YR5
Expected timing 0 – 3
months
3 – 12
months
12 – 18
moths
18 – 24
months
24 – 60
months
XFP &
10G DWDM – DWDM XFP OC-
192/STM64/10GE,LC Spare pool:
Backbone
DWDM/SDH
XFP
5 5 5 5 5
Access Chassis
Access/Aggregation equipment: These are
routers that facilitate connectivity to the
customers. The interfaces will vary depending
on the solution by customer.
To setup each site will require:
Chassis with timing, communication &
control cards
Power supply & fan
EDFA/Raman amplification
At least 4 service line card slots
Reconfigurable Optical Add/Drop
Multiplexers (ROADM)
7 15 10 12 13
Spare pool:
Access Chassis 10 10 10 10 10
4 port
DWDM/SDH
Line cards 2.5G DWDM – SFP – OC-48/STM16,
100GHz, SM, LC
&
10G DWDM – DWDM XFP OC-
192/STM64/10GE,LC
7 15 10 12 13
Spare pool: 4
port
DWDM/SDH
Line cards
10 10 10 10 10
10 port 10 GbE
line cards
Line card with 10GBASE-ER SFP+ fibre
optic interfaces
3 15 10 12 13
Spare pool: 10
port 10 GbE
line cards
10 10 10 10 10
10 port
Ethernet Multi-
rate Line cards
Multi-rate 10/100/1000Mbps Ethernet line
card with SFP modules
7 15 10 12 13
Spare pool: 10
port Ethernet
Multi-rate Line
cards
10 10 10 10 10
DWDM/SDH
XFPs 10G DWDM – DWDM XFP OC-
192/STM64/10GE,LC
&
2.5G DWDM – SFP – OC-48/STM16,
100GHz, SM, LC
11 15 10 18 13
Spare pool:
DWDM/SDH
XFPs
10 10 10 10 10
44
SPECIFICATION PHASE
0
PHASE
1
PHASE
2
PHASE
3
YR3
TO
YR5
Expected timing 0 – 3
months
3 – 12
months
12 – 18
moths
18 – 24
months
24 – 60
months
10GbE XFP
10GBASE-ER SFP+ interfaces
30 0 0 0 0
Spare pool:
10GbE XFP 10 10 10 10 10
Multi-rate
Ethernet XFPs
10/100/1000 Mbps BASE-T; 100 Mbps FX,
LX, BX; 1000 Mbps SX, LX, ZX
4 0 2 4 4
Spare pool:
Multi-rate
Ethernet XFPs
2 2 2 2 2
Table 7: Network equipment specification & spare requirement
Customer Integration Specification and Costs
For customers to connect to the Fibre Network and successfully establish a circuit between two
end-points, the successful Bidder should standardize on the modules available on the access
network. Service providers, through a customer survey conducted by KETRACO in August
2016 indicates interest in: Ethernet services, SDH services and lit fibre as wavelengths.
5.2.5 Terms of Equipment Supply
Backbone and Access Node Equipment is expected to be required as described in the preceding
section. The Bidder will be responsible for the supply, installation and configuration of the
equipment requirement including supply, storage and installation and configuration on demand
of the initial stock of equipment defined in the “spares pool”.
5.2.6 Operation and Maintenance Services Requirements
The Bidder should indicate how they intend to provide the fulfilment, assurance and billing
functions that are required to operate a properly managed network.
Network Operations Centre
A 24/7/365 Network Operations Centre (NOC) is required as the primary management centre
for all network elements and the services that they support. The network operation centre must
be fully equipped with network monitoring display tools, main monitoring system platform
with an offsite backup site, fully trained and equipped human resource, documented processes
and procedures.
The successful Bidder will also provide a secondary NOC at KETRACO head office that will
provide information on the KETRACO links. This NOC will be operated by a KETRACO staff
who will be trained by the Selected Bidder. Note: this is a mandatory requirement.
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The Technical Proposal should include a detailed description of the NOC services to be
provided. Services should include as a minimum:
Fault Management
The tools, processes and procedures that will be applied to ensure that network faults
are located, identified and corrected in keeping with the requirements of the Service
Level Agreement between the Bidder and the customer.
Network Provisioning
The tools, processes and procedures that will be applied to ensure that network changes
and additions are realised in keeping with the requirements of the Service Level
Agreement with the customers.
Billing
The tools, processes and procedures that will be applied to ensure that accurate and
timely billing of customers.
Reporting
The tools, processes and procedures that will be applied to ensure that network and
service status reports can be provided to the Bidder as required.
Capacity Building
Training and Skills transfer to KETRACO staff to allow for secondary monitoring at
KETRACO Head office.
5.2.7 Specification of service levels and penalties
The Bidder will own the customers for telecommunications services and be responsible for
contracts with customers supported on KETRACO Dark Fibre. KETRACO will remain
invisible before the customers.
However, the successful Bidder will be required to deliver the service at the level defined equal
to the SLA for the provision of Lit Fibre, included in Appendix 2.
5.2.8 Responsibilities of the respective parties
KETRACO network openness and carrier Neutrality
The success Bidder must implement an open network, non-discriminatory and neutrality policy
that will support carrier neutral network on the shared network. Each response must include a
description of how the respondents will meet this policy. Failure to implement this may be
considered grounds to remove the exclusivity of the contract.
Minimum contract period
The agreement will initially have a minimum of ten (10) years and may be renewed for
additional period of 10 years by mutual consent. Any subsequent term shall be subject to
renegotiation.
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Network supply, provisioning, operations and maintenance
Functions to be undertaken by the successful Bidder
The Bidder will have the following responsibilities:
Network deployment
The successful Bidder will be required to plan, design and deploy network equipment for the
shared network as indicated in the Technical proposal. This will include supply and installation
of network equipment including all logistical services and provision of spares. The Bidder will
supply and install equipment for the backbone and access points.
Note that to ensure the quality of services delivered over KETRACO’s network, all network
deployment and future upgrades must be approved by the successful bidder and KETRACO.
Both parties will be involved in the process of upgrades.
Network Operation & Maintenance
Network operation and maintenance will involve the following;
i. Setting up a Network Operations Centre as the primary management centre for all network
elements and the services that they support.
ii. Operational and Business Support Systems (OSS & BSS) should be installed to allow for
network assurance, fulfilment and billing.
iii. Processes and procedures for fault management, network and service provisioning,
reporting and billing should be provided.
iv. Carry out routine and emergency maintenance and repairs on all segments that do not
relate to OPGW.
v. Operation and management of the network on a 24 x 7 basis to meet the requirements of
an SLA to be agreed between the Bidder and the customer. Success bidder will share a
copy of the SLA with KETRACO.
vi. Maintain an in-country stock of equipment to be deployed on demand with minimal time
delay
vii. Periodically update or upgrade elements that are not related to OPGW to ensure that
customers get adequate, new and enhanced access to bandwidth services.
viii. A secondary NOC should be installed at KETRACO Head office to replicate the primary
NOC at the selected Bidder side. The principal purpose of the secondary NOC is to allow
KETRACO staff to monitor statistics and parameters including: network performance
indicators, traffic volumes and destinations, circuit utilization, historic performance etc.
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Management of the network
i. Provide last mile connectivity of the network to the convenience of the targeted customers.
ii. Provide PoPs and lateral leg where necessary as meet-me-points.
Sales & Marketing and Provisioning of Service
The Bidder will be fully responsible for all sales and marketing and provisioning of services to
all wholesale and special customers like power generators. The Bidder will earn revenue in
accordance with the agreed revenue sharing formula.
The selected Bidder will be required to provide a detailed business plan within 45 days after
execution of the Lease Agreement with KETRACO.
Service offering and suggested Pricing Schedule
KETRACO wish to adopt competitive price, high volume strategy. This will ensure internet
cost is affordable and accessible. The Bidder will have to provide list of proposed products and
services to be offered on KETRACO links and their prices.
The Bidder should provide a shared network growth projection by service offering and
bandwidth utilization for each service type and corresponding price schedules for the next five
years. Categories of targeted customers should also be provided as part of the RFP response.
Customer Service
The Bidder will provide customer service for all services provided on the shared network.
While KETRACO will ensure service uptime on the OPGW network as per the attached SLA
to be signed between KETRACO and the Bidder, the Bidder will ensure service uptime on the
network beyond the substation. The Bidder will share a copy of the SLA signed between them
and the customer. Each party will be responsible for its part of the network to ensure service
uptime. On the customer front, the Bidder will deal with all issues facing the customer such
that KETRACO will remain in the background.
Billing and collection
The Bidder will handle all billing and collections for the shared network including the
implementation of new or integration with existing OSS and BSS to ensure proper billing and
service.
The selected Bidder will ensure they perform their functions as listed above. KETRACO will
have to be involved in the activities planned within the shared networks.
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Obligations of KETRACO
KETRACO responsibilities will include:
i. Provision of OPGW up to its substation
ii. Performing operation and management of OPGW network on a 24 x 7 basis to meet the
requirements of an SLA between the KETRACO and the Bidder as shown in Appendix
2.
iii. Periodically update or upgrade elements that are related to OPGW to ensure that customers
get adequate, new and enhanced access to bandwidth services.
Service Credits
Each party will ensure 100% service uptime on its section of the network. However, should
there be service degradation in any point of the network, each party will bear responsibilities
of any surcharge by the customers. That means if the fault is on OPGW, KETRACO bears the
cost and if degradation is on the rest of the network, the Bidder bears the responsibility.
KETRACO Fibre Testing and Acceptance
The Bidder will be allowed to carry out acceptance tests in conjunction with KETRACO staff
to ascertain that the links meet the required standards. The test results will be documented for
future reference. Any cable that fails to meet international Standards will be repaired by
KETRACO or the Selected Bidder depending on location of the fault. Appendix 3 shows
KETRACO fibre acceptance standards.
5.2.9 Information to be provided by the supplier
Bidder’s attention is drawn to the requirements specified Section II: Instructions To Bidders,
and the particular requirements included in the forms in Sections III & IV, Technical and
Financial Proposal, Standard Forms.
As a minimum, Bidder’s responses should include the following:
Financial Proposal
i. Revenue sharing which should include fixed guaranteed revenue and a variable
component. High Revenue Share to KETRACO will be preferred.
ii. Cost of supply and installation of the shared network equipment including network
extension and PoPs
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iii. Cost associated with operation and maintenance including NOC (primary and
secondary)
iv. Sales and Marketing cost
v. Other costs not included in above headings
Technical Proposal
Firm’s References. KETRACO requires an Operator who can demonstrate a successful track
record of building and operating a world class telecommunications operation and has
experience of the fibre optic communication sector. This should provide measurable credentials
for the following:
i. The total number of staff experienced in the proposed solution
ii. Details of geographic locations in which the Supplier currently operates
iii. References and contact details for referees for at least 1 similar service implementations
iv. Sizes of the previous implementations (including number of subscribers, number of
network nodes, sizing of operation and maintenance systems, etc.).
v. Specific technologies and services implemented, particularly highlighting where the
specific technologies being proposed for the KETRACO network have been previously
implemented
Description of the Proposed Network Solution should address:
i. The proposed design of the network
ii. The proposed Network technology;
iii. Approach to network resilience, evolution and compatibility;
iv. Measures for Network Security;
Description of the Operation and Maintenance Services should address:
i. Proposed solutions for Provisioning, Fault Management and Reporting;
ii. Approach to ensuring consistent high quality standards;
iii. Approach to ensuring high standards of operational service;
iv. Proposals for training and skills transfer of KETRACO staff.
Description of the services and products to be offered and their prices
i. Type of services per link
ii. Anticipated volume
iii. Prices to be charged
iv. Length of contract to be entered into
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Description of the proposed Sales and Marketing plan
i. Products/ Services to sell
ii. Projected revenue
iii. Pricing strategy
iv. Marketing strategy
v. Details of the market demand assumptions underpinning revenue projections included
in the technical proposal
Work Plan and Project Time Schedule should include:
i. Mobilisation of installation project team;
ii. Availability of network equipment on site;
iii. Rollout of backbone network equipment;
iv. Ready for service target date;
v. Rollout and deployment of access nodes;
vi. Establishment of O&M function and systems;
vii. Mobilisation of O&M support staff.
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6 SECTION VI: FORM OF CONTRACT FOR PROVISION OF LIT
FIBRE OPTIC CABLE COMMERCIALIZATION SERVICES
52
AGREEMENT FOR LEASE OF LIT FIBER OPTIC CABLE
BETWEEN
KENYA ELECTRICITY TRANSMISSION COMPANY LIMITED
AND
..............................................................................................................................LIMITED
53
FIBER OPTIC CABLE LIT SERVICES
1. Parties
THIS FIBER OPTIC CABLE LIT SERVICES AGREEMENT is made this
………………….….. Day of ……………………….………….. 2017
BETWEEN
KENYA ELECTRICITY TRANSMISSION COMPANY LIMITED a State Corporation
duly incorporated under the laws of Kenya, with its principal place of business situated at Block
B Kawi House, Popo Lane, off Red Cross Road, Nairobi in the Republic of Kenya and of Post
Office Box Number 34942 – 00100, Nairobi in the Republic aforesaid (hereinafter referred to
as the “Client” which expression shall where the context so admits include its successors in
title and assigns) of the one part,
AND
................................................................................................... a limited liability company duly
incorporated in Kenya with its registered office situated at....................................,
............................,Post Office Box Number ........................................., in the Republic
Aforesaid, (hereinafter referred to as the “Operator” which expression shall where the context
so admits include its successors in title and assigns) of the other part.
2. Preamble
WHEREAS
a) The Client owns and operates in Kenya an Optic Fiber Network with spare capacity to
transmit SCADA/EMS and office data for own operation.
b) The Client is desirous of leasing spare lit Fibers on its Optic Fiber Network to licensed
application and content telecommunication service providers pursuant to the terms and
conditions of this Agreement and the tender document issued by the Client on
.................................................., the terms of which are agreed upon by the Operator.
c) The Parties herein have entered into a Service Level Agreement terms of which are
incorporated into this Agreement (hereinafter referred to as ‘SLA’)
d) The Parties herein agree that it is a condition precedent to this Agreement that the
Operator undertakes Testing and Acceptance of the Optic Fiber Network prior to the Service
Commencement Date.
e) To effect the purposes set forth above, the Client desires to give rights to the Operator
to access the Client Network in order to light, operate, manage, monitor and maintain the fiber
optic
cable and associated equipment, and to offer telecommunication services to customers using
the Client Network as set forth in this Agreement.
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f) The Operator desires to accept such rights to light, operate, manage, monitor and
maintain KETRACO network on a non-discriminatory basis and to offer telecommunication
services, as further set forth in, and subject to the provisions of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth below, and for other
good and valuable consideration, the adequacy and receipt of which are hereby acknowledged,
the Operator and Client agree as follows:
WHEREAS
a) The Client is a telecommunications operator duly licensed by the CA under the Kenya
Information and Communications Act and intends to lease lit Fiber for long/short haul
connectivity of the routes shown in First Schedule.
b) The Operator confirms that they are duly authorized, licensed or otherwise qualified to
operate as required by the Laws and Regulations of the Republic of Kenya as may be amended
from time to time.
c) The Client has accepted to lease lit Fiber to the Operator in accordance with the terms
hereinafter appearing
NOW THEREFORE in consideration of the Recitals above and mutual covenants contained in
this Agreement, the parties hereto agree as follows:
3. Interpretation
(i) In this Agreement, words and expressions shall have the same meanings as are
respectively assigned to them in the Tender Document.
(ii) Unless the context or express provision otherwise requires:-
a) Reference to “this Agreement” includes its recitals, any schedules and any appendices
and includes any variations or replacements in writing made from time to time.
b) Any reference to any Act shall include any statutory extension, amendment,
modification, re-amendment or replacement of such Act and any rule, regulation or order made
there under.
c) The expression the “Client” or the “Operator” as the case may be shall include its,
successor(s), heir(s) and assigns(s), as applicable.
d) Words importing a gender shall include every gender.
e) Words importing the singular number include the plural number and vice-versa and
where there are two or more persons are included in the expression the “Operator”, any
covenants, agreements, obligations expressed to be made or performed by such persons jointly
and severally.
f) Where there are two or more persons included in the expression the “Operator” any act
55
of default or omission by them shall be deemed to be an act of default or omission by any one
or more of such persons.
g) The captions or headings in this Agreement are for reference only and do not define,
describe, extend, or limit the scope or intent of this Agreement.
h) “Conditional Certificate” means a certificate issued by the Client confirming that the
Fiber optic link has been tested and conditionally accepted by the Operator.
i) “Acceptance Certificate” means a certificate issued by the Client to the operator and
signed by both parties confirming that all the tests conducted on the Fiber optic route have been
successfully completed and that the Fiber is ready for use.
j) “Collocation” means a substation or tower facility in which an operator can rent space
for Optical Fiber Distribution Frame (ODF), racks and other computing hardware.
k) “Day” or “day” means a period of twenty-four (24) hours beginning at 0000 hours on a
day and ending at 2359 hours on that day.
l) “Lit Fiber” means Fiber optic cable that is installed and has all electronics such as
transmitters and regenerators connected to it and which carries communications traffic on the
Client’s and Operator’s Optic Fiber Network.
m) “Execution Date” means the date the last signature is appended to this Agreement.
n) “Service Commencement Date “means the date the last signature is appended to the
Acceptance Certificate but not more than 30 days after the date the Client issues the Acceptance
Certificate.
o) “Month”: means a calendar month.
p) “Network Services “means the fiber optic services that the Client and the Operator are
to offer under the terms of this Agreement.
q) “OPGW” means the Optical Ground Wire;
r) “Party” means either of the signatories to this Agreement and “Parties” shall mean both
of them;
s) “Regulatory Authorities” means the Communications Authority of Kenya (CA) and the
Energy Regulatory Commission (ERC) as established under the relevant Laws of Kenya.
t) “CA” means the Communications Authority of Kenya
u) “ERC” means the Energy Regulatory Commission
v) “Client’s Equipment” means any installation or any equipment used or owned by the
Client pursuant to this Agreement.
w) “Leased Capacity” means amount of telecommunication service purchased by the
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Operator.
x) “Client’s Network” means the Optical Fiber Cable that is installed on its transmission
grid.
y) “Operator’s Equipment” means ODFs, racks, backup batteries, air conditioning
equipment and any other computing equipment that facilitate connection between the client
and operator network that are located inside the client’s premises including substation and
towers;
z) “Up – Time” means the measure of the probability that a service is available on the Lit
Fibers at any given time as described in the SLA;
aa) “ODF” means Optical Fiber Distribution Frame;
ab) “SCADA/EMS” means Supervisory Control and Data Acquisition/Energy
Management System.
ac) Service Level Agreement (SLA)” means the Service Level Agreement incorporated by
reference to this Agreement and appearing in the Seventh Schedule.
ad) “Acceptance Date” means the date on which Operator accepts KETRACO contract and
becomes responsible for operating, managing, monitoring and maintaining it.
ae) “Agreement” means this Agreement, any and all Schedules and Attachments thereto,
and any addenda or written amendments to which the Parties may agree from time to time.
af) “KETRACO” means the Kenya Electricity Transmission Company Limited.
ag) “KETRACO Meet-Me-Room” means the carrier neutral colocation facility to be located
at the specified substations.
ah) “KETRACO Route” means the physical path traversed by the Fiber Optic Strands that
make up the KETRACO fiber as set forth on Fifth Schedule and in applicable maps and related
documents.
ai) “Effective Date” means the last date upon which this Agreement is executed by the
parties.
aj) “FTTP” means fiber to the premises service.
ak) “Licensed Service Provider” means any undertaking licensed to provide
telecommunications services by CA. .
57
al) “POPS” means the Point of Presence (POP) is the point at which two or more different
networks or communication devices build a connection with each other. It refers to an access
point, location or facility that connects to and helps other devices establish a connection with
the Internet.
am) “Lateral Legs” means the last mile service extensions installed by Operator to connect
to Licensed Operators and POPs.
an) “Last Mile” means the final leg of the telecommunications networks that deliver
telecommunication services to retail end-users (customers).
ao) “Lease” means the rights conferred by this Agreement to light, operate, manage, monitor
and maintain Client’s network.
ap) “Retail Service Provider” means Operator in its separate capacity as an Internet service
provider providing retail services to end users.
aq) “Maintenance” means work that must be performed to maintain and upgrade the Fiber
Optic strands, Lateral Legs and other components of the network over the life of the Agreement
to ensure adequate access to bandwidth and continuity of an acceptable signal in conformance
with a manufacturer's specifications, and capable of enabling Operator to meet the Service
Level Agreement set forth herein.
ar) “Network Operator” means Operator in its role under this Agreement, operating,
managing, monitoring and maintaining the operator.
as) “Client” means the Kenya Electricity Transmission Company (KETRACO).
at) “Outside Plant” means Client’s equipment and structure(s) owned by KETRACO that are
used to house or support the Operator, who is granted a right of access under this Agreement.
au) “Repair” means work that must be performed by Operator to resolve outages in service.
av) “Service Level Agreement” means the performance standards to be met by Client and
Operator.
4. Change and Review of Terms
1) The parties may review the terms of this agreement regarding technology or fees or any
other matter in the event of change in the law, regulations, or Government policy or for any
other just cause.
2) Any amendment, change, addition, deletion or variation on fees, technology upgrade or
58
howsoever to this Agreement shall only be valid and effective where expressed in writing and
signed by both parties.
5. Service Commencement Date and Duration
5.1 Commencement / Renewal
This Agreement shall remain in full force and effect for an initial term of Ten (10) years
from the Service Commencement Date. The Service Commencement Date shall be the
date on which the first Acceptance Certificate is signed provided that “Joint testing and
service commencement date shall not exceed one month after execution of this
contract”. The certificate will be issued by the Client to the Operator after joint testing
of the Fiber cable to the satisfaction of the Operator. The agreement will initially have
a minimum of ten (10) years and may be renewed for additional period of 10 years. Any
subsequent term shall be subject to renegotiation.
6. Notices
Any notice, communication, request or correspondence required or permitted under the terms
and conditions of this Agreement shall be in writing, in the English language (it being
understood that any such communication or paper in a language other than English shall be of
no force or effect), and shall be sent by any of the following means:
(a) delivered in person;
(b) by a nationally recognized and available courier;
(c) by email and either (i) recipient acknowledges receipt to sender or (ii) sender delivers to
recipient a transmission confirmation to the following addresses or such other address as may
be notified by the respective Parties in writing:
If to Client:
Company Secretary
Kenya Electricity Transmission Company Ltd,
KAWI House, Block B, 1st Floor,
Off Red Cross Road, South C
P O Box 34942 – 00100,
Nairobi, Kenya.
Tel. +254 20 4956000
If to Operator:
Head of Planning and Engineering
...................................................... Limited
Post Office Box Number ........................
................................., KENYA
Telephones: +254 ................................
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7. Effectiveness of Service
Notices shall be effective: (a) in the case of personal delivery, when received by the recipient;
(b) in the case of transmission by email, if receipt of the transmission occurs before 17:00hrs
recipient’s time on a business day and recipient receives a transmission confirmation or
otherwise acknowledges transmission, upon receipt of transmission, or (d) in the case of
courier, upon acknowledgement of receipt by the party.
8. Operator Responsibilities
Throughout the Term of this Agreement, and as described more specifically in this Section,
Operator shall operate in two capacities – as the Network Operator providing wholesale
services and as a Retail Service Provider providing retail services to power generators.
As Network Operator, the Operator shall:
(i) Light, operate, manage, monitor and maintain the network twenty-four (24)
hours per day, seven (7) days per week, and
(ii) Provide wholesale lit bandwidth and data transport services to telecom
operators and Licenced service providers on a nondiscriminatory basis
twenty-four (24) hours per day, seven (7) days per week. In some instances,
the Operator will provide services to selected retail customers like power
generators.
8.1 Responsibilities as a Network Operator
8.1.1 Generally
As a Network Operator, and as may be more fully described elsewhere in this
Agreement, Operator shall, at its expense:
A. Procure equipment, light, operate, manage, monitor and maintain the network
so as to operate an open access broadband network;
B. Establish and equip a carrier neutral meet-me-room in space located at
commercial centers;
C. Install Lateral legs and/or lease Fiber optic strands or bandwidth;
D. Install Lateral Legs to enable the provision of service by an ISP or selected
end user.
E. Install connection from KETRACO Fiber optic termination point.
F. Repair the network and Lateral Legs, including cabling;
G. Maintain and upgrade the network, Lateral Legs and other equipment, provide
data transport services and the delivery of services to customers, and to
prevent obsolescence, facilitate technical changes, and keep up with changing
technology;
H. Provide sales, marketing and promotional support for use of KETRACO’s
network;
I. Perform billing and collection services for all services over the network;
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J. Offer and provide data transport services to qualified Licenced service
providers on non-discriminatory competitive terms;
K. Execute any and all necessary splicing tasks between equipment and cabling
owned by Operator;
L. Provide technical support to Licenced service providers relating to data
transport services provided by Operator;
M. Build/provide a network operations centre whose management system will
among others monitor the network for fault, generate weekly and monthly
reports;
N. Install a secondary NOC at KETRACO premises to replicate the primary
NOC installed at Operator;
O. Provide a service level agreement with customers that will stipulate the uptime
of all components on the network.
P. Acquire and maintain, at its expense, all applicable authorizations relating to
the installation and use of the KETRACO network; and
Q. Onboard new Customers.
8.1.2 Open Access / Non- discrimination
Operator may offer and provide data transport services to any Licensed Service
Provider. Operator shall negotiate with each Licensed Service Provider on a good
faith basis, and shall not discriminate among similarly situated Licensed Service
Providers, for the purpose of effecting a competitive advantage.
Operator shall not be required to execute substantively identical agreements with
all Licensed Service Providers. Operator may negotiate agreements with Licensed
Service Providers on an individual basis, with varying terms and conditions based
upon bona fide distinctions among such Licensed Service Providers as to scale
and volume, the nature of services to be provided, and other similar factors.
8.1.3 Customer Connections to the network
As a Network Operator, the Operator shall be responsible for installation of
Lateral Legs and shall facilitate the connection of all eligible customers enabling
the provision of services by Licensed Service Providers.
8.1.4 Ownership of Equipment.
All OPGW lines and associated equipment within the substation shall be owned by KETRACO while the Operator shall own the rest of the equipment within its network.
8.1.5 Relationship with the Licenced service providers and Retail Service
Providers.
As a Network Operator, the Operator is solely responsible for all aspects of the
relationship involving the provision of data transport services by Operator to
Licenced service providers or Retail Service Provider as follows:
8.1.5.1 ISP Support. Operator, and not KETRACO, is solely
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responsible for receiving, servicing, and resolving
directly all requests for support, including but not limited
to technical, billing and sales and marketing inquiries.
Under no circumstances shall Operator direct any ISP or
Retail Service Provider to contact KETRACO for
customer support.
8.1.5.2 Billing / Collections. Operator shall be responsible for all
invoicing, billing and collection activities.
8.1.5.3 Sales / Marketing. Except as otherwise provided in this
Agreement, Operator shall be responsible for any and all
sales and marketing activities, including but not limited to
pricing of services, description of services, and
promotional activities.
8.1.5.4 Bad Debts. Operator shall be responsible for any and all
bad debts.
8.1.5.5 Dedication of Lateral Legs to the network
Operator is responsible for the installation of all last mile
service extension Lateral Legs from points of
interconnection on the KETRACO Network.
8.1.5.6 Network Operator Performance Metrics and
Standards
The Service Level Agreement and Key Performance
Indicators for Operator’s services as the Network Manager
are set forth on Sixth and Seventh Schedule hereto. The
Operator shall provide Service that meets these metrics.
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9. Client’s Responsibilities
9.1 Client shall not engage with any other operator on the listed lines as attached
in First Schedule or any other additional lines which both parties shall
consent. The Operator shall be the sole operator and will enjoy exclusive
rights during the term of the contract. The Client is free to commercialize
lines which are not considered viable by the Operator.
9.2 Client shall provide Operator with its planned network design and shall
permit Operator to evaluate it and make changes together with Client where
appropriate.
9.3 Client shall provide Operator with information about KETRACO’s existing
and planned infrastructure and shall provide Operator with reasonable
access to such infrastructure in connection with the inspection and/or
operation of the network.
10. Routes on Offer
This agreement is for lease as per the First and Second Schedule.
10.1 Price Schedule for Capacity and Dark fiber
The Operator shall pay the Client for the lease term the quoted price in United States Dollar
(USD) as per agreed Revenue Share as per First Schedule or per number of cores per Km per
month invoiced quarterly in advance as per the Second schedule whichever is higher on a
monthly basis. In regard to Revenue Share, actual payment to the Client shall be computed in
the succeeding month before the 15th Calendar day.
10.2 Lit Fiber Pick up Points
The Operator shall pick up Lit Fiber from designated points only. The pick-up points will be
at the following substations or fiber distribution board.
Route Pick up points
Fibers can also be picked at the splice boxes with special arrangements between the parties.
11. Connection
Connection from the Client’s ODF termination box to the Operator’s equipment shall be carried
out by the Operator with Client supervision. International standards will be employed in the
connections that the Operator will make.
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12. Labelling
It shall be the Operator’s sole obligation and responsibility to label the Lit Fiber cords leased
pursuant to the terms and conditions of this Agreement upon execution of this Agreement.
13. Operation and Maintenance
13.1 KETRACO shall operate and maintain OPGW network while the rest of the network
will be operated and maintained by the Operator. The customer should experience seamless
service.
13.2 Service Credits if any shall be invoiced as described in section 6.7 of the SLA. Each
Party shall be responsible for claimed service credits arising from their respective network
segments.
14. Maintenance and Service
14.1. The Client shall have the right to maintain service, replace or change the type of any
power poles and towers supporting the lit Fibers upon giving sufficient notice to the Operator
except in the case of breakdown maintenance which will be treated as an emergency. The Client
will notify the Operator of the breakdown when it occurs and as soon as possible. No cost of
shut down shall be charged to the Client.
14.2. The Client will offer a reliable and cost effective service with the care required by
maintenance standards recognized internationally for similar Network Services. The Network
Services will be offered with an availability of not less than 99.999% up time calculated over
a period of a year. The Client is entitled to undertake routine and emergency maintenance and
repair operations, which, will be carried out upon reasonable notice being given. Routine
maintenance shall be carried out at such times as agreed upon by the parties.
14.3. KETRACO is responsible for all routine and emergency repair as well as network
relocations within its network. Response times for KETRACO routine and emergency Repair
are set forth in the Service Level Agreement attached as Seventh Schedule. Operator is
responsible for all routine and emergency repair as well as network relocations from
KETRACO facing the customer as set forth in the Operator Service Level Agreement attached
as Seventh Schedule
14.4. Operator is responsible for all Maintenance, updates or upgrade to the Fiber Optic
Strands, electronics, and other components on the network over the life of the Agreement so
that customers are assured of service that meets the requirements set forth in Seventh
Schedule, and adapts to changing technology. Operator shall update components of the
network to keep equipment up-to-date and to maintain the quality and reliability of Service
offered on the network. The cost of Maintenance, updates or upgrades of components of the
network as well as implementation and maintenance of updates or upgrades on OPGW are the
sole responsibility of KETRACO. Operator shall do likewise on its network in order to assure
customer quality service
14.5. A confirmed outage shall occur where there is a continuing and uninterrupted failure
including any interruption that may be made by the Client in technical situations in order to
protect the overall integrity and performance of the Client’s overall transmission network or
by the Client’s effort to provide Network Services to third parties for a period of more than one
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(1) hour, unless such failure is the result of force majeure or the failure of Operator’s supplied,
procured or operated equipment.
14.6. No confirmed outage shall be deemed to occur prior to actual notice from Client to
Operator of such failure during any period when Operator is using the Service. All
determinations as to confirmed outages shall be made on a case-by-case basis by the Client to
the Operator on prior notice of 14 days.
14.7. In no event shall Client be liable for any incidental, consequential, indirect or special
damages or loss of revenue or profit whether foreseeable or not, occasioned by any delay in
the provision of, defect or failure of Client’s network services which may be provided in terms
of this agreement.
15. Payment plan for leased capacity
15.1 A Bank guarantee by the Operator equivalent to one (1) quarter of the minimum
guaranteed amount based on completed prime lines, will be required within 30 days of
execution of this Agreement.
15.2 Services offered and fees charged by Operator for wholesale service to Licenced service
providers and to Retails Service Provider shall be designed to promote use of KETRACO
network according to industry standard practices. Initial fees and services offered for such
wholesale service are set forth in First Schedule
15.3 By the 15th day of the Calendar month of the succeeding month both the Client and the
Operator shall reconcile invoiced amount less VAT payable and apply the agreed revenue share
formula or the minimum guaranteed amount whichever is higher.
15.4 If such fee and / charge is not paid on the 30th of the succeeding month (due date), the
Client may (in addition to any other remedy) issue a notice to the Operator requiring settlement
of undisputed outstanding amounts within Thirty (30) days from the date of service of the
notice failing which the Client may forthwith terminate in whole or in part the lease granted to
the Operator and may also give a notice of thirty (30) days for the Operator to pay the
outstanding amount and remove all its equipment in the Client’s premises in addition to the
Client exercising any other remedies available to it under this Agreement or at law.
15.5 If the Operator fails to remove the equipment within the stipulated period, the Client
may remove the equipment and demand from the Operator all expenses of such removal. Any
such equipment shall be held in trust for the Operator pending payment of the outstanding
charges to the Client.
15.6 The Client shall give the Operator Sixty (60) days’ notice for the Operator to pay all
outstanding amounts inclusive of all the expenses for the equipment removal. If the Operator
fails to pay within the stipulated period the Client may dispose off the equipment and recover
all the outstanding amount including disposal expense. If the sale proceeds fall short of the
outstanding amount, the Client will be at liberty to exercise any other remedy available under
this Agreement or at law.
15.7 The charges set out in the First and Second Schedule are exclusive of VAT and any
other applicable taxes and statutory deductions.
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15.8 The Client shall ensure that all invoices are addressed as follows: -
Finance Department
.............................. Limited
P.O. Box ...........................
......................., Kenya
15.9 All charges shall be invoiced and settled in United States Dollars (USD) at the time
payment by cheque or wire transfer to such bank account as the Client may designate by notice
to the Operator and shall be deemed to have been received when the Client’s bank account has
been credited with such payment.
15.10 The revenue share formula is fixed for the entire contract period of ten years, after
which another formula shall be subject to further written agreement between the Parties.
15.11 Any further or separate charges shall be as agreed between the Parties in writing and
shall be paid in accordance with the payment terms herein set out.
16. Late Payment
16.1 Any such fee due and owing under Clause 15 above shall be subject to a late payment
charge by the Client at an annual interest rate (but with interest accruing on a daily basis) of
1% above the Central Bank of Kenya base lending rate calculated on the due date until payment
thereof in full together with such interest.
17. Taxes
17.1. Each party shall be responsible for Taxes based on its income, property and personnel
as well as for any franchise and privilege Taxes assessed on its business accruing under this
Agreement.
17.2. The Operator shall charge customers applicable taxes and remit the same to appropriate
taxing or governmental authority solely without involving the Client.
17.3. The Client shall be responsible for all applicable Taxes (except Taxes described in
Sections 17.1 and 17.2). These Taxes may be deducted as provided in Section 17.4 of this
Agreement. If any taxing or governmental authority asserts that the Client should have paid
any Withholding Taxes with respect to all or a portion of any payment made hereunder in
relation to the Leased Capacity under Section 10, the Operator shall indemnify the Client for
such Withholding Taxes and shall hold the Operator harmless on an after-tax basis from and
against any Taxes, interest or penalties levied or asserted against it in connection therewith.
17.4. The Operator may make any deduction or withholding for or on account of any Taxes,
fees, charges or withholdings of any nature (the “Withholding Tax”) from any payment due to
the Client, if required to do so by law. The Operator shall provide a withholding certificate to
the Client to the extent necessary to enable the Client to reclaim the Withholding Tax from the
appropriate taxing or governmental authority. Each party shall use its commercially reasonable
efforts to minimize any adverse tax implications or consequences for the other Party with
respect to the Withholding Tax or other similar Taxes.
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17.5. In the event any Tax authority informs any Party of any claim, assessment, notice of
proposed audit adjustment or other dispute concerning an amount of Tax with respect to which
the other Party may incur liability hereunder, the receiving Party shall promptly notify the other
Party of such matter. Such notice shall contain factual information (to the extent known)
describing any asserted Tax liability in reasonable detail and shall be accompanied by copies
of any notice or other documents received from any Tax authority with respect to such matter.
18. Care of Property
The Operator and Client shall be responsible for the proper care and custody of any Operator/
Client’s tangible property and real property furnished for Operator’s use in connection with the
performance of this Agreement, and Operator will reimburse Client for such property’s loss or
damage caused by the Operator, normal wear and tear excepted.
19. Proprietary Rights
19.1 The Parties agree that all intellectual property rights, including but not limited to,
copyrights, patents, trade-marks, designs, technical information and confidential information
which form part of, constitute or attach to the Network Services vest in the Client or its
authorised contractors and nothing herein contained shall be construed as vesting any right in
respect thereof to the Operator.
19.2. Any intellectual property provided by Assignor to Assignee shall remain the property
of Assignor.
20. Rules, Regulations and safety procedures
The Parties agrees to abide by all Government of Kenya laws, rules and regulations controlling
workplace safety, electrical safety, norms and procedures. The Operator shall be fully
responsible for its staff when they operate in or near Client’s High Voltage/Low Voltage
Installations provided always that the Client shall provide the rules and regulations for access
to such installations and Client shall provide the necessary assistance for such access. Any
violations of applicable laws, rules and regulations may result in termination of this Agreement.
21. Request to Install and Response
21.1. The Operator shall be required to submit a request of not less than seven (7) days in
advance of the proposed date of terminal installation and configuration, detailing and
specifying precisely by means of clear drawings which route and particular node of connection.
A proposed Schedule of Installation should be provided. The request must show clearly the
equipment and fittings that are to be installed and their power consumption for the purposed of
power consumption billing.
21.2. The Client shall consider and approve the ‘request to install’ accordingly within seven
(7) days of receipt of the request.
22. Equipment Power Consumption
22.1. The Operator shall ensure that the power consumed by all the equipment installed are
determined beforehand, applied for and paid for in advance of the installation from the power
distributor, KPLC.
22.2. The equipment consumption and powering must meet the Client’s standards. The
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primary A.C power available shall be 240V (+10%, - 15%); 50HZ at single phase outlets.
23. Permissions and Approvals
The Operator shall be required to obtain solely at their own expense from all authorities,
permissions, consents, licenses and approvals from the relevant bodies from time to time
regarded as necessary for carrying out its services and as lawfully required and make any fees
due to any authority as their service may demand.
24. Insurance
24.1. The Operator shall insure itself against any claim of damage by the Client and all claims
by third parties (including and without limitation to the employees of the Client) arising out of
or in any way directly or indirectly connected with the existence, installation, removal,
maintenance, use or misuse of the optic Fiber cables and other Client’s equipment. Such
insurance shall be with a reputable insurance company.
24.2 The Operator shall provide the Client, on demand and in writing, details in respect of
insurance as herein specified.
25. Indemnity
25.1. Both Parties shall indemnify each other against any and all claims for injury to or death
of any persons; for loss or damage to any property; and for infringement of any copyright or
patent occurring in connection with or in any way incidental to or arising out of the occupancy,
use, service, operations or performance of work under this Agreement. However neither party
shall be liable under the foregoing indemnity to the extent that any such losses or damage are
determined to have resulted directly from the proven negligence or willful misconduct of the
other.
25.2. Either Party shall not be precluded from receiving the benefits of any insurance that
Party may carry which provides for indemnification for any loss of damage to property in that
Party’s custody and control, where such loss or destruction is to state property. Either Party
shall do nothing to prejudice the other Party’s right to recover against third parties for any loss,
destruction or damage to that Party’s property.
25.3. Save as herein expressly provided, each Party (“the First Party”) hereby indemnifies
and holds the other Party (“the Non-breaching Party”), its affiliates and employees harmless
from and against any direct costs or damages that may be incurred by the Non-breaching Party
as a result of claims for negligence or breach by the First Party of any of its obligations in terms
of this Agreement and such indemnity shall extend to the reasonable cost that may be incurred
by the Non-breaching Party in defending any action instituted against it subject to the
Limitation of Liability clauses herein contained.
25.4. Subject to the foregoing provisions of this Clause, the Parties agree that any liability to
the other Party for losses hereunder shall be limited to direct damages. For the avoidance of
doubt, neither party shall be liable to the other in respect of any indirect or consequential
damages howsoever arising including without limitation damage to reputation, loss of profit,
loss of customers, loss of goodwill and business opportunity or anticipated savings.
25.5. Neither Party (in this clause “the First Party”) shall incur any liability to the other Party
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(in this clause “the Second Party:”) or any other person by reason of any failure on the part of
the Second Party to honour any contract entered into with its sub-contractor(s), suppliers or
technical partners.
25.6. Subject to the foregoing provisions of this Clause, in the event that a Party (in this
clause “the Breaching Party”) is found liable to the Other Party (in this clause “the Non-
breaching Party”) or any of its employees, servants, agents, customer or end user for any reason
whatsoever in relation to this Agreement then the Breaching Party’s maximum liability for any
one event or series of connected events giving rise to damage or losses shall be limited in
relation to direct damages to the sum of payments made by the Operator to the Client in the Six
(6) month period preceding the event or series of events giving rise to liability.
25.7. Both Parties shall take all possible and reasonable steps to mitigate any losses and
damages for which it is indemnified under this Clause.
26. Assignment
The Operator shall not assign, convey, encumber, or otherwise transfer its rights or duties under
this Agreement without the prior written consent of the Client which consent shall not be
unreasonably withheld provided that the Operator may without the Client’s consent being
required transfer the benefits of the rights granted by this Lease to any company which is a
member of the same group of companies, namely a company which is a parent, subsidiary or
holding company of the Operator) as defined in the Companies Act of Kenya or a company
which has the same holding company as the Operator.
This Agreement may terminate in the event of its assignment, conveyance, encumbrance or
other transfer by the Operator without the prior written consent of the Client.
27. Severability
If any provision of this Agreement is determined by a court of competent jurisdiction to be
invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected
and each provision of this Agreement shall be enforced to the fullest extent permitted by law.
28. Confidentiality, Privacy and Non-Disclosure
No private or confidential data collected, maintained or used in the course of performance of
this Agreement shall be disseminated by either party except as authorized by statute or by the
issuing party either during the period of the Agreement or within a period of two (2) years
thereafter. Each Party shall upon lapse of the duration of this Agreement or termination hereof
return any or all data furnished by the disclosing Party promptly at the request of the disclosing
Party in whatever form it is maintained by the receiving Party.
On the termination or expiration of this Agreement, the Receiving Party will not use any of
such data or any material derived from the data for any purpose and, where so instructed by the
Disclosing Party, destroy or render it illegible.
The disclosing party shall not publicise this lease agreement without the client’s prior written
consent and shall ensure that any sub-operator is bound by similar terms to those in this clause.
This shall not apply to any information:
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a. which is or becomes available to the public other than by breach of this Agreement;
b. which is in or come into the possession of the Receiving Party prior to the aforesaid
publication or disclosure and which was not or is not obtained under any obligation of
confidentiality;
c. which was or is obtained from a third party who is, subject to proof, free to divulge the
same and which was or is not obtained under any obligation of confidentiality;
d. which is required by law or appropriate regulatory authorities to be disclosed; provided,
however, that the Party supplying the information is notified of the requirement set forth in sub
clause (d) at least Fifteen (15) Business days prior to such disclosure and the disclosure is
limited to the minimum extent possible.
29. Conflict of Interest
The Operator has no business, professional, personal, or other interest, including, but not
limited to, the representation of other clients, that would conflict in any manner or degree with
the performance of its obligations under this Agreement. If any such actual or potential conflict
of interest arises under this Agreement, the operator shall immediately inform the client in
writing of such conflict.
30. Statutes
Each and every provision of law and clause required by law to be inserted in this Agreement
shall be deemed to be inserted herein and the Agreement shall be read and enforced as though
it were included herein. If through mistake or otherwise any such provision is not inserted, or
is not correctly inserted, then on the application of either party the Agreement shall be amended
to make such insertion or correction.
31. Dispute Resolution
In the event of a dispute, the parties shall abide to the dispute resolution mechanisms listed
below;
31.1 Mediation
31.1.1 The Parties shall resolve any dispute in relation to any aspect of, or failure to agree on
any matter arising in relation to, this Agreement or any document agreed or contemplated as
being agreed pursuant to this Agreement (a “Dispute”) by the Parties first attempting to resolve
any Dispute informally through discussion by the following individuals:
31.1.2 the Authorised Representatives of the Parties (in the event the Authorised
Representatives are not the Chief Executive Officer or Managing Director (as the case may be),
who shall meet to resolve the Dispute, and if they cannot resolve the Dispute unanimously
within Ten (10) Business Days of the Dispute being referred to them then,
31.1.3 the Dispute shall promptly be referred by one of the Authorised Representatives to the
Chief Executive Officers or equivalent of the Parties, who shall meet to resolve the Dispute,
and if they cannot resolve the Dispute unanimously within a further ten (10) Business Days of
the Dispute being referred to them then the Dispute shall be referred to arbitration as per clause
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31.2,
31.2 Arbitration
31.2.1 Should mediation fail, in whole or in part, within twenty-eight (28) days of the
commencement of mediation or such further period as the parties shall agree in writing, the
dispute, controversy or claim arising out of or relating to this Agreement, or the breach,
termination or invalidity thereof, if not settled mutually between the Parties, shall be referred
to arbitration under the Rules of the Chartered Institute of Arbitrators, Kenya Branch.
It is hereby agreed that:
a) The seat of the mediation and/or arbitration as the case shall be is Nairobi, Kenya;
b) There shall be three arbitrators;
c) The language of the mediation and/or arbitration as the case may be shall be English;
d) Notwithstanding any reference to the Mediation or Arbitration herein the parties shall
continue to perform their respective obligations under the Contract unless they otherwise agree;
e) The award rendered pursuant to the arbitration shall apportion the costs of the
arbitration;
f) The award shall be in writing and shall set forth in reasonable detail the facts of the
dispute and the reasons for the tribunal's decision; and
g) The award in such arbitration shall, in the absence of fraud or manifest error be final
and binding upon the Parties and judgment thereon may be entered in any court having
jurisdiction for its enforcement; and the Parties renounce any right of appeal from the decision
of the tribunal insofar as such renunciation can validly be made.
h) The parties herein will each appoint an arbitrator within thirty (30) days of the date of
the request to initiate arbitration who will then jointly appoint a third arbitrator within thirty
(30) days of the date of the appointment of the second arbitrator, which third arbitrator shall be
chairman of the arbitral tribunal and no arbitrator shall have any existing or prior relationship
with either Party. Arbitrators not appointed within the time limits set forth in the preceding
sentence shall be appointed by the Charted Institute of Arbitrators - Kenya Branch
i) If there is a conflict between this Agreement and the said Rules of the Chartered
Institute of Arbitrators, this Agreement shall prevail.
j) Neither Party shall have any right to commence or maintain any legal proceeding
concerning a dispute arising out of this Agreement until the dispute has been resolved in
accordance with this clause and then only to enforce or execute the award under such
procedure.
k) The Parties shall each secure that all arbitrators shall agree to be bound by the
provisions of this clause as a condition of appointment.
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l) The Parties shall continue to perform their respective obligations under this Agreement
during any arbitration proceedings.
31.2.2 To the extent permissible by law, the award or determination of the Arbitrator shall be
final and binding upon the Parties save that the Parties reserve the right to appeal on points of
law.
31.2.3 Notwithstanding the foregoing provisions of this clause, a Party shall be entitled to seek
preliminary injunctive relief or interim or controversy measures from any court of competent
jurisdiction pending the final decision or award of arbitrators.
32. Termination
32.1 The following events may result in the termination of this contract by either party upon
giving a Ninety (90) day notice to the other party.
32.2 A notice served under this clause shall cease to take effect where the event is capable of
being remedied by the breaching party, and prior to the expiry of the Ninety (90) day period
the defaulting Party has remedied the breach or by mutual consent, both parties have agreed a
remedial programme.
32.3 Fundamental Breach
The following events shall amount to a fundamental breach of this contract.
32.3.1 Material breach
If either party fails to perform an obligation leading to the other party being deprived of
substantial benefits of the contract, the non-breaching party shall be entitled to terminate the
contract.
32.3.2 Default in payment
In the event that the Client fails to make payment of any amount due to the Operator under this
Agreement after the lapse of a Thirty (30) day period from the date of receipt of the Operator’s
notice to the Client to effect payment, the Operator may exercise its right to terminate this
Agreement forthwith.
32.3.3 Assignment to third party
(1) Assignment of rights by the Operator to a third party without the written consent of the
Client, which consent shall not be unreasonably withheld.
(2) It is agreed between the Parties that this clause shall be interpreted with necessary
modification or mutatis mutandis in the event that the Operator assigns this Agreement to a
third party without the written authority of the Client.
32.4. Compulsory Termination
Either Party shall be entitled to terminate the Agreement forthwith by giving a ninety (90) day
written notice to that effect to the other Party in any of the following instances:
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32.4.1. If either Party becomes insolvent, is unable to pay its debts when due, is issued with a
winding up order, has a receiver appointed over its affairs.
32.4.2 If any law or regulation is introduced or changed in Kenya (or any changes take place
in the interpretation of any law or regulation in the country) which would likely result in either
party being prohibited or restricted from complying with the terms of this agreement, such
party shall have the right to forthwith terminate this agreement in writing.
32.4.3. If for any reason any Government or regulatory body or administrative authority
revokes or cancels either Party’s mandate to provide Fiber network services (in the case of the
Client) or licence to provide application and content services (in the case of the Operator).
32.5 Voluntary Termination of the Agreement
Either Party may in their sole discretion and without assigning any reason terminate this
Agreement by giving to the other Party Ninety (90) days prior written notice to that effect or
effect payment in lieu of notice.
32.6 Payments in the Event of Termination
A Party shall not be liable and shall indemnify the other Party for the loss or damage directly
and foreseeable, suffered by the other Party as a result of termination of this Agreement due to
that Party’s event of default.
32.7. Consequences of Termination
(1) The Parties shall ensure that any outstanding charges are invoiced and settled on or
before the effective termination date of this Agreement or promptly thereafter.
(2) Termination of this Agreement shall be without prejudice to the rights and obligations
that may have accrued prior to termination.
(3) Subject to Clause 33 hereof, in the event of termination of this Agreement by either
Party, the Client shall reimburse to the Operator any advance payments made in respect of
leasing of capacity under this Agreement.
(4) Upon any termination of this Agreement, the Operator shall immediately relinquish and
quit all claims under the Client, except for rights and obligations specifically designated to
survive termination. Any equipment installed by Operator, including Customer Premises
Equipment not already owned by the Client shall belong to the Operator.
33. Trespassing
Under no circumstances whatsoever shall staff of the Operator or any of their employees,
agents, contractors or sub-contractors trespass upon any of the Client’s facilities in these
substations, including power lines, without the express prior written permission of Client, and
such consent may not be reasonably withheld.
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34. Reporting / Audit
Operator shall submit monthly, quarterly and annual reports to the Client so as to enable the
Client to determine whether Operator is complying with the Service Level Agreement and key
Performance Indicators attached as Sixth Schedule. Operator shall provide Client with all
information requested in connection with the submission of these reports. Both parties shall
hold monthly meetings to resolve any challenges in the network.
On a monthly basis both the Operator and Client shall be reconciling the amounts payable.
35. Network Market Study
Within forty-five (45) days of the Acceptance Date, Operator shall submit to the Client a
proposed marketing plan designed to promote use of Client’s network and the type and size of
resources dedicated to the provision of capacity to pass through network. This plan shall
indicate clearly set value and volume targets per link.
36. Network Operations Manual
Within sixty (60) days of the Acceptance Date, Operator shall submit to KETRACO it’s
Operations Manual outlining its proposed operation of the network.
37. Lease Fees Paid by Operator to KETRACO
As consideration for the Lease described in this Agreement, Operator shall pay the Client
compensation as described in First and Second Schedule. Lease fees shall be paid to the Client
on a monthly basis, and payment shall be due within thirty (30) days of the close of the calendar
month.
It is envisaged that this fee shall comprise agreed percentage of revenue generated by the
Operator on the network. The Operator shall pay either share of capacity revenue or guaranteed
revenue based on length of completed lines calculated at the agreed rate per month, whichever
is higher. All payments shall be USD.
38. Data Protection
Operator shall protect all Personal Information as and Comply with all laws of Kenya
governing the protection of Personal Information.
39. Force Majeure
39.1. Meaning of Force Majeure
In this Agreement, “Force Majeure” means any event or circumstances or combination of
events or circumstances beyond the reasonable control of a Party which renders impossible the
performance by that Party of its obligations or the enjoyment by that Party of its rights under
or pursuant to this Agreement; provided, however, that such material and adverse effect could
not have been prevented, overcome or remedied in whole or in part by the affected Party
through the exercise of diligence and reasonable care, it being understood and agreed that
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reasonable care includes acts and activities to protect the Network Services or other event, the
probable effect of such event if it should occur, and the likely efficacy of the protection
measures. Without limitation to the generality of the foregoing, “Force Majeure” shall include
the following events and circumstances to the extent that they satisfy the above requirements:
Natural events (“Force Majeure – Natural”), including:
i. Acts of God; (including lightning, fire, earthquake, flood, storm, hurricane, cyclone,
typhoon, tidal wave and tornado);
ii. Epidemic or plague;
iii. Explosion or chemical contamination (other than resulting from an event or
circumstance described below in which case it shall be a Kenya Political Event);
39.2. The following political events or circumstances (“Force Majeure – Political”):
a. Any of the following events or circumstances that occurs inside or directly involves
Kenya (“Kenya Political Events”), including:
b. Any act of war (whether declared or undeclared), invasion, armed conflict or act of
foreign enemy, blockade, embargo, revolution, riot, insurrection, civil commotion, act of
terrorism, or sabotage;
c. Radioactive contamination or ionizing radiation originating from a source;
d. Other events beyond the reasonable control of the affected Party (“Force Majeure -
Other”), including: any strike, work-to-rule, go-slow or analogous labor action that is not
politically motivated and is not widespread or nationwide.
39.3. Force Majeure shall not include:
39.3.1. Lack of funds due to any commercial, economic or financial reason government
intervention by law, but not limited to, a Party’s inability to make a profit or achieve a
satisfactory rate of return due to the provisions of this Agreement or changes in market
conditions (although the inability to use available funds, due to any reason set out above, shall
be regarded as Force Majeure); and,
39.3.2. Late delivery of machinery or other materials or a delay in the performance by any
supplier (except where such late delivery or delay is itself attributable to a Force Majeure
event); and,
39.3.3. Normal wear and tear or random flaws in materials and equipment or breakdowns in
equipment.
39.4 Notification and Obligation to Remedy.
39.4.1 In the event of the occurrence of a Force Majeure that prevents a Party from performing
its obligations hereunder (other than an obligation to pay money), such Party shall:
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(a) notify as soon as reasonably practicable the other Party in writing of such Force Majeure;
(b) not be entitled to suspend performance under this Agreement for any greater scope or longer
duration than is required by the Force Majeure;
(c) use all reasonable efforts to remedy its inability to perform and to resume full performance
hereunder as soon as practicable;
(d) give the other Party a second notice, describing the Force Majeure(s) in reasonable detail
and, to the extent which can be reasonably determined at the time of such notice, providing a
preliminary evaluation of the obligations affected, a preliminary estimate of the period of time
that the affected Party shall be unable to perform such obligations and other relevant matters
as soon as practicable, but in any event, not later than seven (7) Days after the initial notice of
the occurrence of the Force Majeure(s) is given by the affected Party;
(e) keep such other Party appraised of such efforts on a continuous basis; and
(f) provide written notice of the resumption of performance hereunder.
Notwithstanding the occurrence of a Force Majeure, the Parties shall perform their obligations
under this Agreement to the extent the performance of such obligations is not impeded by the
Force Majeure.
39.4.2 Failure by the affected Party to have written notice of a Force Majeure to the other Party
within the forty-eight (48) hour period required by Section 18 shall not prevent the affected
Party from giving such notice at a later time.
39.5. Consequences of Force Majeure
39.5.1. Neither Party shall be responsible or liable for, or deemed in breach hereof because of,
any failure or delay in complying with its obligations under or pursuant to this Agreement
which it cannot perform due solely to one or more Force Majeure(s) or its or their effects or by
any combination thereof, and the periods allowed for the performance by the Parties of such
obligation(s) shall be extended on a day-for-day basis for so long as one or more Force Majeure
continues to affect materially and adversely the performance of such Party of such
obligations(s) under of pursuant to this Agreement; provided, however, that no relief shall be
granted to the Party claiming Force Majeure pursuant to this to the extent that such failure or
delay would have nevertheless been experienced by that Party had such Force Majeure not
occurred; and provided further, that the Party not claiming Force Majeure may immediately
terminate this Agreement without further obligation if Force Majeure delays a Party’s
performance for a period greater than one (1) consecutive month prior to the Service
Commencement Date.
39.5.2. During the pendency of Force Majeure, the Operator shall not be obligated to make
payments nor the Client to receive such payments, provided however that if such Force Majeure
affects only part of the Network Services, then the payments during the pendency of such Force
Majeure shall be pro-rated to reflect the portion of the Network Services not affected thereby,
and the Client shall be entitled to receive such Payments for the optical Fiber lease.
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40. General Provisions
40.1. Variations in writing
All additions, amendments or variations to this Agreement shall be binding only if in writing
and signed by duly authorized representatives of both Parties.
40.2. Entire Agreement
This Agreement and all Schedules thereto together represent the entire understanding between
the Parties in relation to the subject matter thereof and supersede any or all previous agreements
or arrangements between the Parties (whether oral or written). It may not be modified or
supplemented in any manner whatsoever, except upon the written agreement of both parties
hereto.
40.3. Waivers
No waiver by either Party of any default by the other in the performance of any of the provisions
of this Agreement shall (a) operate or be construed as a waiver of any other or further default
whether of a like or different character (b) be effective unless in writing duly executed by an
authorized representative of such Party. The failure by either Party to insist on any occasion
upon the performance of the terms, conditions or provisions of this Agreement or time or other
indulgence granted by one Party to the other shall not thereby act as a waiver of such breach or
acceptance of any variation.
40.4 Warranties
Each party warrants that it has the right to perform as required hereunder, and that it is an entity,
duly organized, validly existing and in good standing under the laws of Kenya, with all requisite
power to enter into and perform its obligation under this Agreement in accordance with its
terms.
40.5. Ethics and Code of Conduct
Both parties will conduct all their dealings in a very ethical manner and with the highest
business standards. Each party will provide all possible assistance to the other party in order to
investigate any possible instances of unethical behaviour or business conduct violations by an
employee and or authorized representative of either party. Each party will forthwith disclose
any breach of these provisions that comes to its knowledge to allow for timely action in
prevention and detection of unethical behaviour.
40.6 Governing Law
This Agreement and the rights and obligations of the Parties under of pursuant to this
Agreement shall be governed by and construed according to the laws of Kenya.
40.7 Independent Contractor
Each Party is engaged in an independent business and will perform its obligations under this
Lease as an Independent Contractor and not as an agent or representative of any other party.
77
Neither party will have any right or authority to create any obligation or make any
representation or warranty in the name or on behalf of the other party.
40.8. Counterparts
This Agreement may be executed in two (2) or more original copies and each such copy may
be executed by each of the Parties in separate counterparts, each of which copies when executed
and delivered by the Parties shall be an original, but all of which shall together constitute one
and the same instrument.
78
IN WITNESS WHEREOF this Agreement has been duly executed by the parties hereto the
day and year first hereinbefore written.
SEALED with the Common Seal of the Client )
Kenya Electricity Transmission Company Limited )
In the presence of: )
)
Director )
)
Director/ Secretary )
)
)
SIGNED BY )
CHIEF EXECUTIVE OFFICER )
The duly authorised representative of )
........................................................... LIMITED )
in the presence of:- )
)
79
FIRST SCHEDULE
Proposed Wholesale Services and prices in USD (VAT exclusive)
Route Km Services to
offer
Service
charges
per
month
Total
Revenue
KETRACO
share
Total
80
SECOND SCHEDULE
Price schedule for OPGW (dark fiber) in USD, VAT exclusive
Route Distance in
km
No of
cores
Charges
per month
per core
per km
5%
O&M
charge
Total per
month
Total
81
THIRD SCHEDULE
ACCEPTANCE STANDARDS
Lit Fiber Acceptance Test Performance Measurements
1. Attenuation Measurements
This measurement will be performed for every Fiber strand. The actual attenuation is
determined by A-B and B-A attenuation measurements at 1550nm and 1625nm from the
terminations at the Optical Distribution Frame (ODF) with the use of an optical source and
power meter. The average of the two attenuation measurements is considered to be the actual
attenuation of the Fiber.
1 Cable Attenuation 1550nm < 0.25 dB/km
2 Cable Attenuation 1625nm < 0.28 dB/km
3 Cable Attenuation 1383nm < 0.36 dB/km
2. Polarisation Mode Dispersion (PMD) Measurements
PMD is inherent in the optical Fiber, but many external influences, such as cabling and
installation process, can alter the level of PMD. This measurement will be performed for each
Fiber strand.
The PMD measurement will be taken in the 1550nm window.
4 Polarisation Mode Dispersion < 0.2ps/√km
5 Chromatic Dispersion ps/nm/km 1530 – 1565 2.0 – 6.15 ps/nm/km
6 Chromatic Dispersion ps/nm/km 1565 – 1625 4.5 – 12.4 ps/nm/km
Fiber splicing measurements
7 Maximum individual splice attenuation 0.10 dB
3. Optical Time Domain Reflectometer (OTDR) measurements
This measurement will produce a bi-directional OTDR analysis at any of 1550nm and 1625nm
for each Fiber strand. An A to B and B to A OTDR test will be carried out. This will produce
an accurate test result by balancing out various irregularities that may occur on the Fiber when
it is viewed from one side only.
The measurement produces a bi-directional trace and an event table indicating the splicing
quality of each Fiber.
Each Fiber will be measured using a Fiber launch box containing at least 100m of Fiber in front
82
of the Fiber termination point. This will allow the OTDR to interpret the losses associated with
the patching adjacent to the handover point. The losses introduced by the launch box will be
excluded from the event table in the handover documents.
8 Segment Average Splice loss < 0.10 dB
4. Insertion Loss Measurements (ILM)
The ILM will be performed after acceptance of the OTDR results. This will be carried out from
the ODF connectors at both terminal ends.
The expected ILM will be calculated at 1550nm as follows: Route Km x 0.25 dB + (No
of Joints x 0.10 dB) + 1dB connector losses = ILM
The expected ILM will be calculated at 1625nm as follows: Route Km x 0.28 dB + (No
of Joints x 0.10 dB) + 1dB connector losses = ILM
All measurements and event traces shall be saved and delivered to ABC for evaluation.
5. Acceptance
Acceptance for the Fiber will be given if all of the above standards are met with the additional
requirements set out below:
That reflectance of the line Fiber interface is applicable to the performance
requirements of the DWDM/SDH system capabilities.
That each Fiber in the Fiber pair is with 1dBm in loss of the other at acceptance and
maintained for the life of the contract.
That there are no more than 2 splices per km on Fiber optic cable except in substations.
That the span loss of the system can deviate over the life of the contract by no more
than 1dBm.
83
FOURTH SCHEDULE
ACCEPTANCE CERTIFICATE
84
ACCEPTANCE CERTIFICATE
ISSUED BY
KENYA ELECTRICITY TRANSMISSION COMPANY LIMITED
AND
...................................................................LIMITED
85
PROJECT NAME: KETRACO OPGW
CLIENT: KENYA ELECTRICITY TRANSMISSION COMPANY LIMITED
OPERATOR: .............................................................. LIMITED
LINK FROM TO LENGTH KM
The above link has been tested and conditionally accepted by the officers listed in the table
below.
Officers
Designation/Company
Name Signature Date
....................Lead Engineer
................. Manager
................... Lead Engineer
.................... Manager
We hereby certify that the above Lit Fiber comprising the Purchased Capacity has been
completed, tested and commissioned to the Acceptable Standards. This Acceptance Certificate
is a confirmation of the same and date indicated below is the Effective Date.
This Certificate of Acceptance is dated the ……..…….….. day of ……….….……….. 2017.
KENYA ELECTRICITY
TRANSMISSION COMPANY
LIMITED
....................................... LIMITED
Name Name
Designation Designation
Signature Signature
86
FIFTH SCHEDULE
KETRACO TRANSMISSION LINES
87
SIXTH SCHEDULE
KEY PERFORMANCE INDICATORS BETWEEN OPERATOR AND END
CUSTOMER
KEY PERFORMANCE
INDICATOR (KPI)
DEFINITION
MEASURE
Latency Latency is a networking term to describe
the total time it takes a data packet to
travel from one node to another
Milliseconds (ms)
Availability Availability is a probabilistic measure of
the length of time a system or network is
functioning. Availability is a percentage
of actual uptime (in hours) of the
network relative to the total numbers of
planned uptime (in hours
Percentage (%)
% of outage due to
network changes
(planned unavailability
Network unavailability due to
implementation of planned changes,
relative to the service hours.
Percentage (%)
Jitter Jitter is defined as a variation in the
delay of received packets.
Milliseconds (ms)
Packet loss Packet loss occurs when one or
more packets of data travelling across a
network fail to reach their
destination. Packet loss is measured as a
percentage of packets lost with respect
to packets sent.
Percentage (%)
Mean Time To Repair
(MTTR)
This is the average time between the
occurrence of an incident and its
resolution.
Hours (hrs)
Mean Time Between
Failure (MTBF)
This is the time between one network
outage occurrence and the subsequent
one
Hours (hrs)
88
SEVENTH SCHEDULE
89
SERVICE LEVEL AGREEMENT
KENYA ELECTRICITY TRANSMISSION COMPANY LIMITED
AND
......................................LIMITED
90
SERVICE LEVEL AGREEMENT ON KETRACO OPTIC FIBER
NETWORK
1. Parties
THIS SERVICE LEVEL AGREEMENT is made this …….. day of …………….. 2017
BETWEEN
KENYA ELECTRICITY TRANSMISSION COMPANY LIMITED a state Corporation
duly incorporated under the Companies Act, Chapter 486 of the laws of Kenya, with its
principal place of business situated at Block B Kawi House, Popo Lane, off Red Cross Road ,
Nairobi in the Republic of Kenya and of Post Office Box Number 34942 – 00100, Nairobi in
the Republic aforesaid (hereinafter referred to as the “Client” which expression shall where the
context so admits include its successors in title and assigns) of the one part,
AND
...................................................... LIMITED a limited liability company duly incorporated in
Kenya with its registered office situated at ..................................................., Post Office Box
Number .......................................... Nairobi, in the Republic Aforesaid, (hereinafter referred to
as the “Operator” which expression shall where the context so admits include its successors in
title and assigns) of the other part.
2. Preamble
WHEREAS:-
a) The Client has agreed and the Operator has accepted to lease some of the Lit Fiber
Optic owned by the Client on the terms and conditions contained in this Service Level
Agreement and the Lease Agreement;
b) The Client agrees that it will make commercially reasonable efforts to meet the
minimum service levels set out in this Service Level Agreement (hereinafter referred to as
“SLA”) in respect of the Lit Fiber throughout the operating term.
c) This is the SLA referred to in the Lease Agreement between the Client and the Lesse.
91
The parties hereto hereby agree as follows:
3. Interpretation
In this Agreement, unless specifically stated, words and expressions shall have the same
meanings as are respectively assigned to them in the Lease Agreement.
Unless the context or express provision otherwise requires: -
3.1 Reference to “this Agreement” includes its recitals, any schedules and any appendices
and includes any variations or replacements made from time to time.
3.2 The captions or headings in this Agreement are for reference only and do not define,
describe, extend, or limit the scope or intent of this Agreement.
3.3 Change Request Form means a written notification issued by the Client to the Operator
where the Client intends to conduct Planned or unscheduled maintenance works.
3.4 Lit Fiber means Fiber optic cable that is installed and has all electronics such as
transmitters and regenerators connected to it and which carries communications traffic owned
by the Client that is the subject of this Agreement and the Lease Agreement and has been leased
to the Operator for use in Fiber-optic communication.
3.5 Final Report means a final report containing details of the Root Cause of the Incident
and providing a detailed explanation of the exact cause of failure and the activities done to
resolve the failure during the stipulated Resolution Time as herein defined. To be provided by
the Client within 48 hours of service restoration.
3.6 Incident means an unplanned interruption to service availability or reduction in the
quality of service.
3.7 Incident Closure time means the time between escalation of an Incident to the Client by
the Operator until the moment when a permanent fix and a Final Report has been provided.
3.8 Incident Report Number means a unique number to be issued by the Client upon
reporting of an Incident/complaint by the Operator and issuance of the TT Number to the Client
3.9 Incident Status Update Interval means the time interval after the escalation of an
Incident whereby the Client updates the Operator on the progress of the fault rectification and
any support required from the operator.
3.10 MRC means the monthly recurring/access charge payable by the Operator for the use
of the Lit Fibers pursuant to the terms and conditions of the Lease Agreement
3.11 Outage means complete unavailability of service when the Lit Fibers are deemed
unavailable to the Operator as a result of being fully interrupted or failing to meet designation
specifications as contemplated in this SLA and such Lit Fibers cannot be accessed or used by
the Operator
3.12 Planned Maintenance means anticipated works to be undertaken by the Client on the
92
Client’s Equipment and/or Client’s Fiber Network of a scheduled/timed manner
3.13 Preliminary Report means a report on the reported Incident provided by the Client to
the Operator outlining the chronology of the Incident occurrence including the details of the
TT Number issued by the Operator, the Incident Report Number issued by the Client, the cause
of failure, the actions carried out by the Client to restore the Incident within the stipulated
Restoration Time. To be provided by the Client within two (2) hours of service restoration.
3.14 Resolution Time means Time between escalation of an incident to the Client by the
Operator to when an Incident and service have been resolved and a permanent fix has been
delivered.
3.15 Response Time means the period from the time the Operator raises a Trouble Ticket as
herein defined (hereinafter referred to as “TT Number”) reporting all incidents to the time that
the Client acknowledges receipt of the said TT and report.
3.16 Restoration Time means Time between escalation of an Incident to the Client by the
Operator to when the Incident and service have been restored and/or a temporary workaround
has been put in place, so the service has been restarted.
3.17 Root Cause means the exact reason that caused the failure that is the subject of the Final
Report as herein defined.
3.18 Route means a complete Fiber link between two consecutive Optical Termination
points.
3.19 Service Availability means the measure of the probability that a service is available on
the Lit Fibers at any given time and is expressed as being 99.999% for the purposes of this
SLA.
3.20 Service Credits means charges entitled to the Operator against the Client for service
non availability subject to the terms of this SLA.
3.21 Trouble Ticket Number means a number issued by the Operator to the Client denoting
the occurrence of an Incident and from which the Client derives the Incident Report Number
3.22 Unscheduled Maintenance means emergency or ad hoc works of an urgent nature
required on the Client’s Equipment and/or Client’s Fiber Network.
4. Commencement and Duration of the Term
4.1 This SLA shall take effect on the Effective Date indicated in the Acceptance Certificate
as referenced in the fourth schedule of the Lease Agreement
4.2 It is agreed between the Parties that a Route as defined herein shall be subject to the
terms and conditions of the Lease Agreement and SLA for a term of five years from the
Effective Date of the particular Acceptance Certificate for the Routes, notwithstanding that the
said respective Acceptance Certificates have been executed on different dates.
4.3 It is agreed between the Parties that any variation of the terms of the Lease Agreement
93
and SLA to give effect to clause 2.2 of this Agreement shall be agreed in writing.
5. Target for availability
5.1 The target available time for the Lit Fibers provided by the Client to the Operator is
equal to 99.999% of the time in a quarter. Availability is calculated by dividing the measured
available time by the total time in a quarter, expressed as a percentage.
5.2 The measured available time is the total time in a quarter less the Measured Unavailable
Time as provided for in clause 4.7 of this SLA (‘the Measured Available Time’).
5.3 Subject to any other terms in this SLA, the Lit Fibers are deemed to be unavailable to
the Operator when there is an Outage as herein defined.
5.4. It is agreed between the Parties that the formulation of measured available and/or
unavailable time shall not include circumstances resulting in an Outage that are specifically
exempt from the provisions of the SLA pursuant to clause 5 herein.
6. Scope of this Service Level Agreement
It is agreed between the Parties that the scope of this SLA shall include the following;
6.1 Fault Categorisation
For the purposes of effecting the terms of this SLA, it is agreed between the Parties that the
categorization of fault shall be as follows;
i) Critical Fault – will be deemed to have occurred when total loss of service will have
been experienced by the Operator.
ii) Severe Fault – will be deemed to have occurred when a significant degradation of
service will have been experienced by the Operator.
iii) Minor Fault – will be deemed to have occurred when a minor degradation of service
will have been experienced by the Operator.
Fault Category Description
Critical Fault - Fiber cut/break
- Faulty equipment
Severe Fault
- attenuation measurements @ 1550
nm> 0.27 dB/km
- Poor/faulty fiber accessories
- Faulty equipment
94
Minor Fault
- attenuation measurements @ 1550
nm between 0.25 to 0.269 dB/km
- Poor/faulty fiber accessories
- Faulty equipment
6.2 Incident/ problem reporting
It is agreed between the Parties that the Incident reporting procedure shall be as follows;
6.2.1 All Incidents shall be reported through either;
a) The Client’s representatives on the designated telephone numbers being +254 20 495
6000/ 254 727 641 164/ 0721986 475/ 0720879817
b) The Client’s representatives on the designated Incident email addresses being
c) At all times, it is agreed between the Parties that in addition to the above contact details,
all notification of Incidents and/or service degradation shall be copied to the following Client
representative details in addition to the details provided in sub clauses a) and b) above;.
i. The Primary Contact shall be +254 20 495 6000;
ii. Secondary Point of Contact shall be 254 727 641 164/ 0721986 475/ 0720879817/0719
018860
6.2.2 The Operator when reporting service problems to the Client shall provide the Client
with the following information
a) Description of the Incident
b) Name and contacts of person reporting the Incident
c) Location of the Incident
d) Time of the Incident
e) TT Number issued by the Operator
Upon receipt of the above details, it is agreed between the Parties that the helpdesk and contact
email addresses provided herein shall send an acknowledgement of receipt of the details to the
Operator within the Response Time stipulated herein
6.2.3 Upon reporting an Incident, the Operator shall be issued with an Incident Report
Number (IRN) by the Client referencing the TT Number issued by the Operator, which shall
95
be used for tracking the Incident until it is resolved.
6.3 Incident Resolution Times
6.3.1 It is agreed between the parties that when the Incident is resolved and normal service
operations are restored, then the status of the incident changes to ‘close’. The closing date and
time will be agreed upon between the Parties and communicated by the Client to the Operator.
Time lines of incident closing will be as follows;
Fault category Incident
Closure Time
Critical Fault 24 hours
Severe Fault 24 hours
Minor Fault 24 hours
6.3.2 The Client shall apply the timelines herein in the manner stipulated in the table below;
Description Response
Time
Restoration
Time
Resolution
Time
Client status
update interval
Incident
Closure
Time
Critical 15 minutes 4 hours 12 hours I hour 24 hours
Severe 15 minutes 6 hours 12 hours 2 hours 24 hours
Minor 15 minutes 6 hours 12 hours 2 hours 24 hours
Provided that;
a) It is agreed between the Parties that the Response Time is calculated from the moment
the Operator contacts the Client to when the Operator received an acknowledgement from the
Client of receipt of the incident that the matter is being handled-. Further, it is agreed that the
Response Time shall not be taken into account when calculating the measured unavailable time
pursuant to clause 3 of this Agreement.
b) The Restoration Time shall be calculated from the moment the Operator reports the
Incident to when the services are restored to normal operational condition and a temporary
workaround has been delivered by the Client. It is agreed between the Parties that such
Restoration Time shall be within the timelines stipulated in clause 4.3.3 above.
6.4 Reported Incident escalation procedures
6.4.1 The Operator may escalate reported Incidents within the timelines stipulated in clause
4.4.2 to the following escalation points herein-below
96
Escalation Level Escalation Point (Contact)
1st Level
Tel: ##########
Email: [email protected]
2nd Level Chief Engineer Communications
Tel: ##########
Email: [email protected]
3rd Level Manager, Commercial Services
Tel: ##########
Email: [email protected]
6.4.2 The Operator can only escalate the reported Incident if the service Restoration Times
indicated below have been exceeded by the 1st level escalation point as provided for in clause
6.4.1 above;
Time in Hours
Fault Category 2nd Level Escalation 3rd Level Escalation
Critical Fault 4 8
Severe Fault 6 12
Minor Fault 6 12
6.4.3 The Client can escalate operational and contractual issues relating to the terms of this
SLA and the Lease Agreement as per the escalation details below
Operational Issues Contractual Issues Commercial Issues
NOC Manager Senior Officer-Partners & SLA Manager - Fiber sales
Name Name name
Tel: ########## Tel: ########## Tel: ##########
[email protected] [email protected] [email protected]
Senior Manager –Quality
Snr Manager-Network Operations
Support
Snr Manager - Wholesale
Services
Name Name name
Tel: ########## Tel: ########## Tel: ##########
[email protected] [email protected] [email protected]
HOD - Network & Service
Operation
HOD - Network & Service
Operation HOD- Wholesale &Roaming
Name Name name
Tel: ########## Tel: ########## Tel: ##########
[email protected] [email protected]
Director, Technology Division Director, Technology Division Chief Finance Officer
Name Name name
97
Tel: ########## Tel: ########## Tel: ##########
[email protected] [email protected] [email protected]
6.5 Maintenance of the Client’s Fiber Network
It is agreed between the Parties:-
6.5.1 Where the Client requires to conduct Planned or Unscheduled Maintenance activity,
the Client shall issue a Change Request Notice to the Operator indicating the nature of work to
be carried out and if services will be disrupted by providing the requisite notice period
stipulated herein below.
6.5.2 Where the Client requires to conduct an Unscheduled or urgent Maintenance activity
the Client shall issue a Change Request Notice to the Operator one (1) day in advance.
6.5.3 Where the Client requires to conduct a Planned Maintenance activity the Client shall
issue a Change Request Notice to the Operator ten (10) days in advance.
6.5.4 In the event that any service Outage is anticipated as a result of circumstances beyond
the control of the Client, the service disruption time must be agreed by both Parties which shall
serve as the allowable Restoration Time in substitution of the timescales stipulated hereinabove
(‘agreed revised Restoration Time’) and Service Credits shall not be charged thereto.
6.5.5 In the event that the agreed revised Restoration Time stipulated in clause 4.5.4 is
exceeded then it is agreed between the Parties that Service Credits shall be charged immediately
after the lapsing of the agreed revised Restoration Time
6.6 Access by Operator
6.6.1 The Operator will be required to notify the Client of the need to access the collocation
facility that is the subject of this SLA through telephone calls and emails to the Clients’s
representatives pursuant to clause 6.2.1as follows;
Access Type Notification Time
Routine Maintenance 2 Working Days
Emergency Access Immediately
Site Surveys 2 Working Days
6.6.2 The Operator will be required to complete the Client Access Request Form in the format
contained in Schedule 1 herein providing all the information required by the Client.
6.7 Service Credits
6.7.1 Subject to the terms of this SLA, the Operator shall impose Service Credits if the Client
fails to meet the agreed Service Availability requirements and Incident Restoration Times
98
stipulated in clause 6.3.3.
6.7.2 It is agreed between the Parties that Service Credits shall be calculated as follows;
a) At the end of each quarter, the Operator shall calculate the quarterly service availability
time by dividing the Measured Available Time by the total time in quarter expressed as a
percentage. It is agreed between the Parties that the Measured Available Time is the total time
in quarter less the Measured Unavailable Time
b) It is agreed between the Parties that the quarterly Measured Unavailable Time starts
upon notification of an Outage by the Operator to the Client (excluding the Response Time)
and the service Restoration Time, expressed as a quarterly percentage of the total time in a
quarter.
c) Measured Availability shall be calculated as:
Total Time(s)-Unavailable time(s) x 100
Total Time(s)
Where s = Seconds
d) Upon calculation of the Measured Available, the Operator shall forward a report to the
Client for consideration and verification. It is agreed between the Parties that the Client is to
furnish the Operator with a response on the report within two working days from receipt of the
report.
e) Following agreement by the Parties on the calculation of the Measured Available Time,
both Parties representatives as provided for in the escalation matrices contained in clauses 6.4.1
and 6.4.3 shall sign off the report.
f) The Operator shall impose Service Credits calculated on the agreed Measured Available
Time as contained in the report signed off by both Parties representatives.
g) Service Credits shall be deducted from Operation & Maintenance Charges as provided
for in the Lease Agreement before payment is made to the Client
h) Service Credits shall be invoiced on a quarterly basis in the manner shown in the tables
below:
i) The following Service Credits will be imposed by the Operator to the Client where the
Measured Available Time is agreed upon between the Parties and it is resolved that the target
for availability of services as stipulated in clause 3 of this SLA has not been met
Service Availability Description
Continuous Outage
Service Credit
as %
reduction of
MRC
99
99.999% for six (6) minutes Nil
99.998% - 99.99% Above six minutes up to one (1)
hour
0.5%
99.98% - 99.95% Above one hour up to five (5)
hours
1.5%
99.94% - 99.9% Above five hours up to nine (9)
hours
2.5%
99.89% - 99.8% Above nine hours up to eighteen
(18) hours
4%
99.7% - 99.5% Above eighteen hours up to
twenty-four (24) hours
5%
99.4 and below Above 24 hours 10%
A = charges per pair per kilometre per month which is $X/Km/Month
B= Link distance in Kilometres (ODF to ODF)
Therefore
MRC= AXB
Where MRC is Monthly Recurrent Charge.
j) There shall be monthly meetings to discuss performance of the Client’s duties under
the terms of this SLA among other issues. During these meetings the reports on Measured
Available Time and reasons for the Client’s non-performance shall be discussed and signed off
by both Parties. The hard copies of the signed off reports shall be kept until the end of each
quarter when they shall be netted from the Operation and Maintenance Invoice.
k) Service Credits shall be invoiced subject to section 17 of the Lease Agreement with
respect to tax.
100
7. Service Level Agreement Exemptions
It is agreed between the Parties that the scope of this SLA (to include the calculation of
Measured Available/Unavailable Time against which Service Credits shall be chargeable) shall
not include the following;
i) Degradation in performance of Lit Fibers and service unavailable time resulting from
Scheduled Maintenance or other service interruptions agreed by both parties pursuant to clause
6.5.4 herein intended for the purposes of allowing the Client to upgrade, change, implement an
order, maintain, or repair the Lit Fibers;
ii) Degradation in performance of Lit Fibers and service unavailable time resulting directly
or indirectly from the acts or omissions of the Operator, any person for whom the Operator is
legally responsible for or has licensed, or any person using the Lit Fibers;
iii) Failure of equipment or systems not provided or under control or direction of the Client
including any equipment or systems the Client may obtain or contract at the request of the
Operator. In the event of degradation in the Lit Fibers below the agreed target availability
herein or an Outage occurring as the result of such circumstances it is agreed between the
Parties that the Client will co-ordinate with the provider to remedy such failure as quickly as
possible;
iv) Any failure by the Operator to afford access to any location for which the Operator is
responsible, or to any facilities of the Client for the purpose of investigating and correcting a
degradation in the Lit Fibers or an outage.
8. Confidentiality Clause
i) To the extent authorized by the law, the Parties may wish, from time to time, in
discharging their obligations under this SLA to disclose confidential information to each other
(“Confidential Information”). Each party will use reasonable efforts to prevent the disclosure
of any of the other party’s Confidential Information to third parties during the term of this
Agreement, provided that the recipient Party’s obligation shall not apply to information that:
a) is or later becomes part of the public domain through no fault of the recipient Party;
b) is required by law or regulation to be disclosed.
ii) In the event that information is required to be disclosed pursuant to subsection b. and
to the extent authorized by the law, the Party required to make disclosure shall notify the other
to allow that party to assert whatever exclusions or exemptions may be available to it under
such law or regulation.
9. Miscellaneous Provisions
The Parties agree that;
i) Save for the provisions contained in this SLA the provisions and contents of the Lease
Agreement shall apply to this SLA.
ii) All additions, amendments or variations to this Agreement shall only be binding and
effective if in writing and signed by both Parties.
101
iii) The terms of this SLA shall be reviewable yearly premised on the outcome of the
monthly meetings between the Parties pursuant to clause 4.7.2(h) herein.
102
IN WITNESS WHEREOF this Agreement has been duly executed by the parties hereto the
day and year first hereinabove written.
SEALED with the common seal of the Client )
KENYA ELECTRICITY TRANSMISSION COMPANY LTD )
in the presence of: )
)
Managing Director and Chief Executive Officer )
)
)
Company Secretary )
)
SIGNED BY )
CHIEF EXECUTIVE OFFICER )
The duly authorised representative of )
........................ LIMITED )
in the presence of:- )
)
)
)
103
SCHEDULE 1
KETRACO FIBER CLIENT ACCESS REQUEST FORM
Client Name:
Site Name:
Reason For
Access:(Scheduled /emergency
maintenance, or specify other)
Description and Nature of
Work to be done:
Date, time and Duration of
Access
Date:
Time:
Visitation number
Duration:
Contact person details:
Name:
Designation
Phone Contact
Email address:
Personnel to be Involved:
Name, Nationality and
Identification.
Name Nationality Identification
Authorised requester: Name
Designation
Phone Contact
104
Email address
For KETRACO use:
Access request
Access authorised by:
Granted / Denied Reason
Granted
Name
Designation
Signature &
date
KETRACO Assigned
supervisor:
Name
Designation
Phone Contact
Email address
KETRACO supervisor
comments
105
EIGHTH SCHEDULE
OPERATOR SERVICE LEVEL AGREEMENT
106
APPENDIX 1: KETRACO’S EXISTING NETWORK
KETRACO has completed and commissioned 1,115.5km of transmission lines with 5,000km
committed and ongoing. KETRACO plans to construct additional 7,000km of transmission
lines in the next five years.
The scope of the KETRACO backbone network is given below:
Completed Transmission Lines
NO Transmission line Length
in KM
No of
cores
Reserved for
operations
Leased out Cores available
for lease
1 Mumias – Rangala 34 48 6 0 42
2 Kisii –Chemosit 62 24 6 3 15
3 Sangoro – Sondu 5 48 6 0 42
4 Rabai – Galu 47 24 6 2 16
5 Kamburu – Meru 122 24 6 4 14
6 Rabai- Malindi –
Garsen-Lamu
328 48 6 2 40
7 Thika (Mangu) –
Kiganjo (Gatundu
West)
40 12 6 0 6
8 Kilimambogo –
Thika (Mangu) –
Githambo
67 12 6 0 6
9 Sondu Miriu -
Kisumu
50 24 6 0 18
10 Olkaria 1AU-
Suswa
18 48 6 0 42
11 Olkaria IV - Suswa 22 48 6 0 42
12 Kindaruma –
Mwingi - Garissa
250 48 6 0 42
13 Eldoret (Rivatex)
– Kitale (Kiboswa)
60 48 6 0 42
14 Bomet - Sotik 33 48 6 0 42
15 Machakos - Konza 13 48 6 0 42
16 Menengai - Soilo 13 48 6 0 42
17 Ishiara - Kieni 33 48 6 0 42
18 Mangu ( Thika) -
Dandora
44 48 6 2 40
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Projects Under Construction
NO Transmission line Length
in KM
No of
cores
Expected
Completion Date
1 Mombasa –Nairobi 482 48 March 2017
2 Suswa – Isinya (Nairobi
Ring)
100 48 March 2017
3 Lessos – Tororo 127 48 December 2018
5 Loiyangalani – Suswa 430 48 June 2017
6 Kisii - Awendo 44 48 Feb 2017
7 Nanyuki – Nyahururu 79 48 March 2017
8 Lessos- Kabarnet 65 48 March 2017
9 Olkaria l –Narok 68 48 June 2017
10 Mwingi – Kitui- Wote-
Sultan Hamud
153 48 April 2017
12 Machakos-Konza-Kajiado-
(Nbi) Namanga
153 48 June 2017
Machakos – Konza- Kajiado
– Nairobi route
June 2017
13 Kenya – Tanzania (Isinya-
Namanga)
100 48 December 2018
14 Turkwel -Ortum –Kitale 90 48 April 2017
15 Sondu -Homa Bay -Ndhiwa
–Awendo
100 48 October 2017
17 Menengai – Rongai 30 48 March 2018
18 Silali/Baringo – Rongai 180 48 March 2018
19 Isinya –Nairobi East 75 48 Dec 2017
20 Lamu - Kitui - Nairobi East 520 48 Dec 2018
21 Olkaria - Lessos- Kisumu 300 48 Feb 2018
22 Ethiopia – Kenya (Suswa) 612 48 December 2018
23 Isiolo – Meru - Nanyuki 96 48 April 2017
