Kenya Tea Development Agency [H] Ltd.

REQUEST FOR PROPOSALS [RFP]

Tender Reference Number: KTDA/2012/124:

Proposal release date: 14th September 2012

Proposal closing date: 16th October 2012

ENTERPRISE RESOURCE PLANNING

START OF DOCUMENT

Table of Contents
START OF DOCUMENT ..................................................................................................................... 1 TABLE OF CONTENTS ....................................................................................................................... 2 1.0 INTRODUCTION......................................................................................................................... 4 PURPOSE OF RFP ........................................................................................................................ 4 ABOUT KTDA ............................................................................................................................ 4 OBJECTIVE OF THE RFP .............................................................................................................. 5 SCOPE OF THE RFP...................................................................................................................... 6

1.1 1.2 1.3 1.4 2.0

DESCRIPTION OF PROJECT ................................................................................................... 7

2.1 BACKGROUND AND JUSTIFICATION ............................................................................................. 7 2.2 BUSINESS STRATEGY AND OBJECTIVES ....................................................................................... 7 Vision: ............................................................................................................................................. 7 Mission: .......................................................................................................................................... 7 2.3 TERMS OF REFERENCE ................................................................................................................ 8 2.4 DELIVERABLES ........................................................................................................................... 9 2.4.1 IMPLEMENTATION SERVICES .................................................................................................. 9 2.4.2 TESTING SERVICES ............................................................................................................... 10 2.4.3 TRAINING ............................................................................................................................. 10 2.4.4 DATA MIGRATION ................................................................................................................ 10 2.4.5 MANAGING GO-LIVE EVENT ................................................................................................. 11 2.4.6 POST GO-LIVE SUPPORT ........................................................................................................ 11 2.4.7 NETWORK REQUIREMENTS .................................................................................................. 11 2.4.8 CHANGE MANAGEMENT....................................................................................................... 11 2.4.9 DOCUMENTATION ................................................................................................................ 12 3.0 FUNCTIONAL REQUIREMENTS .......................................................................................... 13 COMPANY INFORMATION .......................................................................................................... 13 GENERAL INFORMATION ........................................................................................................... 13 PROJECT MANAGEMENT ........................................................................................................... 13 CUSTOMER BASE AND REFERENCES ......................................................................................... 14 SOFTWARE ENVIRONMENT ....................................................................................................... 14 HARDWARE ENVIRONMENT ...................................................................................................... 15 WORK PLAN AND PROJECT TIMELINES ..................................................................................... 15 IMPLEMENTATION SERVICES ..................................................................................................... 16 METHODOLOGY ................................................................................................................... 16 TECHNOLOGY TRANSFER ..................................................................................................... 16 DOCUMENTATION ................................................................................................................ 16 DATA CONVERSION.............................................................................................................. 16 INTERNAL RESOURCES ......................................................................................................... 17 DETAILED SYSTEM REQUIREMENTS ..................................................................................... 17 FINANCIALS .............................................................................................................................. 18

3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.8.1 3.8.2 3.8.3 3.8.4 3.8.5 3.8.6 3.9 4.0

INSTRUCTIONS TO BIDDERS ............................................................................................... 19 PROPOSAL STRUCTURE.............................................................................................................. 19 PROPOSAL SUBMISSION AND ACCEPTANCE FORM................................................................ 19 PROPOSAL SPREADSHEETS ........................................................................................................ 19 TECHNICAL PROPOSAL ......................................................................................................... 19 FINANCIAL PROPOSAL .......................................................................................................... 20 RESPONSE FORMAT, DEADLINE, AND DELIVERY ...................................................................... 20 PRESENTATION ..................................................................................................................... 20 DELIVERY ............................................................................................................................ 21 LANGUAGE OF THE PROPOSAL AND OTHER DOCUMENTS .......................................................... 21 INTENTION TO BID .................................................................................................................... 21 COST OF PROPOSAL................................................................................................................... 21 CONTENTS OF THE PROPOSAL ................................................................................................... 21 JOINT PROPOSAL ....................................................................................................................... 22 COMMUNICATIONS DURING THE RFP PERIOD ........................................................................... 22 SUBMISSION AND SIGNING OF PROPOSALS ........................................................................... 22 MARKING OF PROPOSALS ..................................................................................................... 23

4.1 4.1.1 4.2 4.2.1 4.2.2 4.3 4.3.1 4.3.2 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11

4.12 4.13 4.14 4.15 4.16 5.0

PERIOD OF VALIDITY OF PROPOSALS ................................................................................... 23 CLOSING DATE FOR SUBMISSION OF PROPOSALS ................................................................. 23 MODIFICATION AND WITHDRAWAL OF PROPOSALS ............................................................. 24 RECEIPT OF PROPOSALS FROM NON-INVITEES ...................................................................... 24 AMENDMENTS OF THE RFP .................................................................................................. 24

OPENING AND EVALUATION OF PROPOSALS ............................................................... 25 OPENING OF PROPOSALS ........................................................................................................... 25 CLARIFICATION OF PROPOSALS................................................................................................. 25 PRELIMINARY EXAMINATION OF PROPOSALS ........................................................................... 25 FINANCIAL PROPOSAL EVALUATION ......................................................................................... 25

5.1 5.2 5.3 5.4 6.0

AWARD OF CONTRACT ......................................................................................................... 26 AWARD CRITERIA, AWARD OF CONTRACT ............................................................................... 26 TECHNICAL EVALUATION OF PROPOSALS ............................................................................ 26 FINANCIAL EVALUATION OF PROPOSALS ............................................................................. 27 KTDA RIGHT TO MODIFY SCOPE OR REQUIREMENTS DURING THE PROPOSAL PROCESS ........... 28 KTDA RIGHT TO EXTEND/REVISE SCOPE OR REQUIREMENTS AT TIME OF AWARD .................. 28 KTDA RIGHT TO ENTER INTO CONTRACT PRICE NEGOTIATIONS.............................................. 28 6.5 SIGNING OF THE CONTRACT ................................................................................................ 28

6.1 6.1.1 6.1.2 6.2 6.3 6.4 6.5 7.0

GENERAL AND CONTRACTUAL CONDITIONS .............................................................. 29 RESPONSIBILITY ........................................................................................................................ 29 SOURCE OF INSTRUCTIONS ........................................................................................................ 29 WARRANTIES ............................................................................................................................ 29 LEGAL STATUS ......................................................................................................................... 31 RELATION BETWEEN THE PARTIES ............................................................................................ 31 WAIVER OF BREACH ................................................................................................................. 31 LIABILITY ................................................................................................................................. 31 ASSIGNMENT ............................................................................................................................ 32 OFFICIALS NOT TO BENEFIT ...................................................................................................... 32 INDEMNIFICATION ................................................................................................................ 32 CONTRACTOR'S RESPONSIBILITY FOR EMPLOYEES............................................................... 32 SUBCONTRACTING ............................................................................................................... 32 PLACE OF PERFORMANCE ..................................................................................................... 33 LANGUAGE ........................................................................................................................... 33 CONFIDENTIALITY ................................................................................................................ 33 CONFIDENTIAL NATURE OF DOCUMENTS AND INFORMATION .............................................. 34 TITLE RIGHTS ....................................................................................................................... 34 CANCELLATION .................................................................................................................... 34 FORCE MAJEURE .................................................................................................................. 35 USE OF KTDA NAME AND EMBLEM ..................................................................................... 36 SUCCESSORS AND ASSIGNEES .............................................................................................. 36 PAYMENT ............................................................................................................................. 36 TITLE TO EQUIPMENT ........................................................................................................... 37 INSURANCE AND LIABILITIES TO THIRD PARTIES ................................................................. 37 SETTLEMENT OF DISPUTES ................................................................................................... 38 OBSERVANCE OF THE LAW ................................................................................................... 38 AUTHORITY TO MODIFY ....................................................................................................... 38 PRIVILEGES AND IMMUNITIES .............................................................................................. 38

7.1 7.2 7.3 7.4 7.5 7.6 7.7 7.8 7.9 7.10 7.11 7.12 7.13 7.14 7.15 7.16 7.17 7.18 7.19 7.20 7.21 7.22 7.23 7.24 7.25 7.26 7.27 7.28 8.0

PERSONNEL .............................................................................................................................. 39

8.1 APPROVAL OF CONTRACTOR PERSONNEL ................................................................................. 39 8.2 PROJECT MANAGERS ................................................................................................................ 40 8.3 FOREIGN NATIONALS ................................................................................................................ 40 8.4 COMPLIANCE WITH KTDA POLICIES ........................................................................................ 40 8.5 ETHICAL BEHAVIOUR ............................................................................................................... 41 8.6 ENGAGEMENT OF THIRD PARTIES AND USE OF IN-HOUSE RESOURCES ...................................... 41 PROPOSAL SUBMISSION AND ACCEPTANCE FORM .............................................................. 42 APPENDIX ........................................................................................................................................... 43 END OF DOCUMENT ........................................................................................................................ 50

1.0

INTRODUCTION

1.1

Purpose of RFP

The Kenya Tea Development Agency Holdings Limited, KTDA (H) Ltd is Kenyas premier tea organization providing management services to the small holder tea farmers for effective production, processing and marketing of high quality tea. KTDA is currently managing 65 factories.

KTDA is in the process of implementing a corporate-wide Enterprise Resource Planning system (ERP) to efficiently manage the KTDA group operations.

The purpose of this document is to solicit proposals for the supply and implementation of an ERP software solution for KTDA Holdings Ltd, KTDA Management Services, and the other subsidiaries. Hereinafter, KTDA Holdings Ltd and subsidiaries will be referred to as KTDA as a matter of convenience and reporting.

1.2

About KTDA

Kenya Tea Development Agency (H) Ltd, KTDA (H) provides effective management services to the tea sector for efficient production, processing and marketing of high quality teas and invests in related profitable ventures for the benefit of shareholders and other stake holders.

KTDA [H] is the Holding Company for a number of Subsidiary Companies involved in provision of various goods and services in Kenya. KTDA [H] has the following subsidiary companies; KTDA Management Services (KTDA-MS), Chai Trading Company Limited (CTCL), Majani Insurance Brokers (MIB), Kenya Tea Packers (KETEPA), Greenland Fedha Ltd (GFL) and KTDA Power Company (KTPC).

KTDA-MS is private company managing over 60 factories in the small-scale tea subsector in Kenya, making it one of the largest private tea management agencies in the world. 4

CTCL is involved in warehousing, bulk packing, and selling high quality tea to local and international destinations and customers.

MIB is in the insurance brokerage industry but intends to grow into a fully fledged insurance company.

KETEPA is the biggest tea packing and marketing company in the region. The company blends and packs tea for sale to both the local and international markets.

GFL is a microfinance company that assist tea farmers to access affordable credit.

KTPC has been formed to address energy costs in the processing of tea.

The structure of the subsidiaries is designed to meet KTDA requirements and generate revenue by dealing as strategic business units. Other strategic business units shall be incorporated as and when necessary to create value and generate revenue for the shareholders.

Visit the KTDA web site at http://www.KTDAteas.com

1.3

Objective of the RFP

The objective is to select suitable contractor(s) and establish a contract with successful bidder or bidders (individual or entities) for an ERP System acquisition and implementation.

KTDA is an Organization that is dependent upon its managed factories and subsidiaries for its activities. For this reason, vendors are requested to propose the best and most cost-effective solution to meet KTDA requirements, while ensuring a high level of service.

The proposed ERP should be scalable enough to accommodate the current and envisioned growth.

1.4

Scope of the RFP

This RFP is a solicitation for information regarding the purchase, implementation, and maintenance of an ERP software system. As such, our objectives are as follows: Identify the software product that has the best out of the box fit to our defined business requirements for a new business information system assessed through a quantitative features and function evaluation process. Identify the organization which we feel will represent the best partner for our organization in implementing a new business information system by conducting quantitative interviews with current customers.

Utilize the core business processes inherent within the chosen software to provide the basis for changing our existing internal business processes.

Purchase and implement new software, including re-engineering of the necessary business processes to be in line with the processes of the new system.

As you prepare your proposal, it is also important for you to understand that it is our objective to have the option of operating independently of the software supplier at some point in the future, should we desire to do so. This would include the ability to add new sub-systems onto the existing application as well as customizing the application itself

2.0

DESCRIPTION OF PROJECT

2.1

Background and Justification

Over the years KTDA has achieved significant growth. To sustain this growth, it has become essential for the business information system to be integrated into a single technology platform using a common infrastructure and development environment.

The first step in this initiative is to establish a common set of processes throughout the organization with the aim of: Harmonizing efforts Achieving increased synergies across the diverse business units Improving integration with the business units. The current environment consists of a series of stand alone processes in which the same information is often captured into multiple systems 2.2 Business strategy and objectives

The KTDA strategy is particularly focused on implementing a corporate-wide Enterprise Resource Planning package or ERP software system, which will form the core technology, database, and development environment to be utilized by the organization.

Vision: To be the leading Management and Marketing company of high quality tea products and related services in the World. Mission: To provide effective Management services to the tea sector for efficient production, processing and marketing of high quality tea and investing in related profitable ventures for the benefit of shareholders and other stake holders. In line with the vision and mission KTDAs strategic themes include Maximizing shareholder value Customer intimacy by taking KTDA closer to external and internal customers locally, regionally and globally Product Leadership Operational excellence 7

Performance based corporate culture Additional company and process transactional details are provided in Appendix of this document. 2.3 Terms of Reference

KTDA is seeking formal proposals, using the forms provided, which addresses the costs for the procurement and implementation of software from vendors. Certain structural items have been specifically defined within this RFP. These include items such as hardware configuration, operating system environment, and telecommunications infrastructure. This has been done solely to provide an apples to apples cost comparison between the various suppliers. Although the actual operating environment may ultimately differ significantly based upon the specific recommendations of the selected supplier, we ask that you quote the listed configuration explicitly.

The following Terms of Reference call for the implementation and support of an ERP Solution for standardization and improvement of processes at Kenya Tea Development Agency (H) Ltd, its subsidiaries and managed factories.

The scope of work will include but not limited to:

1. Review of the process maps and systems requirements specifications. 2. Design a systems infrastructure to match the current and anticipated processes. 3. Recommend suitable hardware sizing and network/infrastructure for the ERP architecture. 4. Supply, implement and support an ERP to cover the processes at Kenya Tea Development Agency (H) Ltd, its subsidiaries and managed factories. This would include configuration of the ERP system and customization wherever required. The attendant tasks to the above TORs shall include;i. ii. Change Management Functional and technical systems tests 8

iii. iv. v.

Development of a risk management profile Technical and end user training Data Migration from existing systems and non-digitized sources.

2.4

Deliverables

The ERP implementation shall include the following key deliverables:

2.4.1

Implementation Services

The ERP Implementer must develop a comprehensive and detailed approach and strategy for the implementation of the ERP for KTDA including the following (The ERP Implementer may propose others, based on their strategy / methodology): Detailed design and scoping of the project implementation plan. Overall implementation plan and work plan (in phases) Migration plan Testing plan Training plan Cut-over and commissioning plan

Customization/ Development should be kept to a minimum and as far as possible industry best practices should be adhered to. Wherever absolutely required, Customization/ Development should be done in a manner that gives a reasonable assurance of upward compatibility with future versions of the platform. All the development must meet the requirements for security, performance, ease of use for operations, administration and management. Standard industry methodologies should be used.

2.4.2

Testing Services

Conduct testing for the system, application and any customized components. Testing shall include, but not limited to the following (ERP Implementer may propose others, based on their strategy / methodology): Unit Testing Performance / Volume Testing (OEM tools shall not be used for this testing) System Integration Testing (ERP Implementer) User Acceptance Testing (UAT) Facilitation 2.4.3 Training

Functional and technical training to business & IT staff in operating and using the solution including database and application software. ERP Implementer should provide training on application software and other areas. The training duration will be suggested by the ERP Implementer at KTDA premises. The test environment required for the training has to be set up by the ERP Implementer before the training commences. The ERP Implementer should provide detailed training schedule on the solution to officials of KTDA.

The necessary ERP configuration training to be provided to the KTDA ERP support team to equip them with the necessary skills (including training up to certification for modules to be implemented at KTDA) to handle post go live day to day support. All related training/user manuals need to be made available at appropriate stages.

2.4.4

Data Migration

ERP Implementer will provide the data migration plan and will be responsible for all data migration. ERP Implementer will provide all the data master formats and collection tools to ensure proper data migration. KTDA would prefer a mock cutover exercise to be carried out before the actual data migration / cutover happens.

At this stage, the implementer is also required to provide a risk management profile, mitigation and intervention plan.

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2.4.5

Managing go-live event

ERP Implementer will provide a detailed list of specific activities for go live event. The project plan submitted by the vendor must ensure that the activities are completed before the event. All training programs must be completed before the go live event. The go-live event will be dependent on the successful UAT sign-off.

2.4.6

Post go-live support

The ERP Implementer will provide handholding and onsite support for at least 9 months after go live stage to resolve all implementation, operational and production issues. All the documents will also be converted to final release version during this stage. The post go-live support will address all user level queries, fixing bugs, incorporation of new requirements owing to legal, statutory and policy changes, configuration changes, patch updates, upgrades, database administration, security, etc.

For this purpose, the bidder is expected to provide detailed processes to be followed for logging requests, assigning requests to specific individuals, recording resolution, tracking overall time taken for resolution, etc. 2.4.7 Network Requirements

ERP Implementer should come out with the recommendation for the ideal network requirements for the proposed solution, especially considering the terrain and locations with respect to KTDA subsidiaries and managed Factories. The networking plan and architecture should meet high availability requirement and security standards. The networking plan shall take into consideration the KTDA expansion and growth plans.

2.4.8

Change Management

Implementation of new or changed business processes will affect users in KTDA and require change in the functional processes followed. During implementation, the ERP Implementer will help in creating and maintaining effective communication and change management vital to the successful adoption of the new or changed processes. The ERP Implementer shall undertake change management to ensure the successful implementation and usage of the ERP system by the KTDA staff. The ERP 11

Implementer should detail out a change management focused on proper implementation of the ERP. 2.4.9 Documentation

At the end of each deliverable phase the ERP Implementer will be required to provide the necessary documentation to KTDA for sign-off.

The first set of documentation is linked to functional, hardware and security specifications of the project.

The ERP Implementer will study the business processes and update or furnish the following documents: 1. Project charter 2. Business Process Blueprint Document. 3. ERP Gap analysis document 4. Security & Control Specifications 5. Hardware and networking plan

The second set of deliverables is linked to realization of the Business Blue Print. This will include installation and commissioning of the ERP modules, customization in achieving specific developments for KTDA. The Implementer will also furnish at least the following documents (ERP Implementer may propose others, based on solution offerings)
1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11.

Custom development functional specifications document Custom development technical specification document Data migration strategy document All user guides Unit and integration test scripts User acceptance testing test scripts Training Manuals Cutover strategy document Installation procedure document Risk profile and mitigation/intervention procedures System administrators routine maintenance procedure document

Any other, as appropriate and identified during the course of the project 12

3.0

FUNCTIONAL REQUIREMENTS

In order to provide a direct comparison between the various suppliers, a standardized technical and financial RFP Response Spreadsheets has been provided along with this RFP. Access to soft copies of the Spreadsheets is given clause 4.2.1 and 4.2.2. Please complete these spreadsheets in detail. These spreadsheets will be the only means whereby data provided by your organization can be compared to that of other organizations. In addition, it is the only place from which information specific to your organization will be taken from for purposes of evaluating the various potential suppliers. It is important, therefore, that these spreadsheets be completed properly and that the appropriate amount of time be committed to this task. 3.1 Company Information

In this section, we are seeking information regarding the background of your organization in order to assess the ability of your organization to bring the project to a successful conclusion. 3.2 General Information

Supplier should provide the following information regarding your organization: Provide company name and headquarters location together with the local Kenyan Location if the company is International. Provide the year the company was founded. Provide the name, telephone, and email address of the person authorized by your company to conduct negotiations with KTDA. Provide to software product name and the product release details. 3.3 Project Management

The ERP Implementer should propose a project team which will be addressing all the needs of the smooth installation, implementation, commissioning and support of the project including but not limited to the following roles: Project Manager Module Leads 13

Functional Consultants Developer Consultants Change Management Consultant 3.4 Customer Base and References

Provide a list of three references that have contracted for the same or similar services. KTDA will contact these references as part of the due diligence phase of supplier selection. In addition, KTDA may require a site visit of to any of these references and will request the supplier to specifically arrange for such a visit to occur. Include for each reference: Company name Contact name Company Address Contact telephone number Contact e-mail address The identified customers should be willing to answer questions concerning your company's performance and services.

References with implementations concerning agribusiness and farmer payrolls would be an advantage. 3.5 Software Environment

Define the technology platform(s) used by the proposed solution. This should include: The application development environment The database(s) supported Database server operating system(s) supported Client or end-user operating system(s) supported Network environment(s) supported Over and above the proposed ERP, KTDA desires that the vendor provide the other options of cloud services and on-premise hosting services. These services should be clearly described. Further, the vendor should, given the environment in which KTDA 14

is operating and the available infrastructure, comment on the suitability of adopting the above options. 3.6 Hardware Environment

Define the hardware technology used by the proposed solution. This should include: The application servers The database servers Web Server Client or end-user system(s) Web Clients(s) supported It would be valuable for the proposed solution to recognize the existing hardware and infrastructure and propose the usage of the same where possible. 3.7 Work Plan and Project Timelines

The high level project plan to be submitted should include the tentative timeline for the following milestone activities (The ERP Implementer may propose others, based on their strategy / methodology):

Number 1 3 4 5 6 7 8 9 10

Milestone Kickoff Meeting Start of the project Submission of the hardware plan Finalization of the Business Process Blueprint Completion of Core Team Training Completion of Integration Testing Completion of End User Training Go Live including Data Upload Onsite support and handholding period end

KTDA will assign an internal project manager who will be responsible for the overall project management of this process. The KTDA designated individual, in concert with 15

the selected supplier Project Manager(s) will provide the oversight to insure the successful implementation of the system. This will include the necessary scheduling of KTDA resources to ensure their availability at the appropriate time throughout the duration of the project. 3.8 Implementation Services 3.8.1 Methodology

In this section, we ask that you provide information regarding the implementation methodology which your organization will utilize. This should be framed in terms of the various stages associated with the implementation (e.g., software installation, training, process definition, etc.). In addition, you should identify the tools which your organization utilizes for maintaining the project schedule and required resources. 3.8.2 Technology Transfer

As part of the implementation process, it is the hope of KTDA that its existing information systems personnel can gain significant expertise in both the technology used by the application as well as the inner workings of the application itself. Within this section, please identify the steps involved in getting our IT personnel familiar with all aspects of your application. This should include any recommendations which your organization might have regarding training programs. 3.8.3 Documentation

In this section, you should define the type of documentation that is available within your system. Specifically, is there on-line documentation at both the screen and field level? Is there a data dictionary available for the system? To what extent can KTDA modify the help text? Are data flow and process flow diagrams available? 3.8.4 Data Conversion

This section should define the approach you plan to take relative to the conversion of existing KTDA data to the new system. This should include: Database analysis and data mapping Conversion program writing Data integrity checking and audit methodology Post-conversion clean up 16

Methodologies used to keep data in sync between the new and legacy systems during implementation 3.8.5 Internal Resources

Within this section, we ask that you identify the recommended resources (both technical and functional user areas) that KTDA should consider for the successful completion of this project. This should include: By job title, the number and percentage of dedication full-time employees (FTEs) for all KTDA employees recommended for this project. Identify the physical resources needed and any other requirements of KTDA

3.8.6

Detailed System Requirements

The supplier is requested to complete the detailed system requirements as a part of the RFP response. The questionnaire further conveys KTDAs interests and requirements for system functionality.

Complete the Systems Requirements worksheet by placing an X in the appropriate response for each criterion. The Xs must represent the current state of the proposed product. Each requirement has a Priority rating from 0 to 10, with 10 being a must have and 0 having a no need priority. The supplier is request to place an X within one of the columns representing the supplier response to the requirement. following are the desired responses: The

Response SUP = Supported as delivered "out-of-the-box" MOD = Supported via modifications (screen configurations, reports, GUI tailoring, etc) 3RD = Supported via an existing third party solution CST = Supported via customization (changes to source code) FUT = Will be supported in a future release NS = Not supported

The supplier can state the product module supporting the requirement the product module. 17

3.9

Financials

In the Financial Spreadsheet of your response should define the detail of how you price your product. The first tab details the initial costs of your solution. It should include the price to purchase the software as well as any costs associated with training of both users and technical personnel in the use, programming, and maintenance of the proposed product(s). Costing should also be provided for an unlimited user license of the software with no restrictions on number of installations of the application within our organization. If the software is sold with source code, please indicate any incremental cost associated with this feature.

In the second tab state the annual recurring costs of your solution. The warranty period associated with the software should also be defined within this section. Make sure to specify not only the duration of the warranty period, but also the relationship between the warranty period and the onset of a maintenance and support agreement.

In addition, if source code is not available, you should define whether an escrow process for the software and supporting documentation is available as an integral part of the licensing agreement, and the costs associated with this service.

For the case of the solution that shall be implemented via Cloud Services or OnPremise Hosting services, please indicate any annual costs associated with these options.

The financials should cover the full range of services requested preferably denominated in US Dollar. Bids in other currencies are accepted and for the purposes of comparison will be converted to US Dollar using the Central Bank of Kenya rate valid at the date of the closing of the tendering period.

Payments should be clearly related to the deliverables.

The financial proposal should break down the costs into the major costs components. Prices should be inclusive of Taxes. 18

4.0

INSTRUCTIONS TO BIDDERS

Bidders should follow the instructions set forth below in the submission of their proposal to KTDA. 4.1 Proposal structure

The proposal put forth by bidders should contain the information detailed under this section. 4.1.1 Proposal Submission and Acceptance Form

The bidder's proposal must be accompanied by the proposal submission and acceptance form (see p. 41) duly signed.

4.2

Proposal Spreadsheets 4.2.1 Technical Proposal

Download the KTDA ERP RFP TECHNICAL spreadsheet at http://www.ktdateas.com/index.php/ktda-tenders

Enter the following password to access the spreadsheet: UQj8E5*N

Information is to be provided for all sections within this document as defined within each section.

On the spreadsheet, you will find areas for providing your responses to each of the elements within the various sections. Provide your responses using this spreadsheet only.

It is not necessary to provide any information other than that provided for in the spreadsheet KTDA_ERP_RFP_TECHNICAL.xlsx in order to fulfil the

requirements for this RFP.

The technical proposal must be accompanied by a bid bond security in the amount of KES 1,000,000 (One Million Kenya Shillings).

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4.2.2

Financial Proposal

Download the KTDA ERP RFP FINANCIAL spreadsheet at http://www.ktdateas.com/index.php/ktda-tenders

Enter the following password to access the spreadsheet: UQj8E5*N

Information is to be provided for all sections within this document as defined within each section.

On the spreadsheet, you will find areas for providing your responses to each of the elements within the various sections. Provide your responses using this spreadsheet only.

It is not necessary to provide any information other than that provided for in the spreadsheet KTDA_ERP_RFP_FINANCIAL.xlsx in order to fulfil the requirements for this RFP. 4.3 Response Format, Deadline, and Delivery 4.3.1 Presentation

The above spreadsheets must be filled-out and form the basis for your response. For each proposal, provide three hardcopies of the response together with a softcopy. The softcopy should be submitted on a CD. The softcopy should be the single technical or financial file in xlsx format. Faxed or e-mailed tenders will not be accepted. Each Technical and Financial Proposal shall be marked ORIGINAL or COPY as appropriate. If there are any discrepancies between the original, the copies, or the softcopy, the original hardcopy shall govern.

The original, copies, and softcopy of the Technical Proposal shall be placed in a sealed envelope clearly marked TECHNICAL PROPOSAL FOR ERP, and original, copies, and softcopy of the Financial Proposal in a sealed envelope clearly marked FINANCIAL PROPOSAL FOR ERP. Both envelopes shall be placed into an outer envelope and sealed. This outer envelope must be clearly labelled with the following: Tender Title 20

Tender Reference Number Tender Due Date 4.3.2 Proposals addressed to; THE MD/CEO, KTDA HOLDINGS LTD, P.O. BOX 30213 00100, NAIROBI, KENYA. Delivery

should be delivered to the tender box situated on the ground floor of:

KTDA FARMERS BUILDING MOI AVENUE, NAIROBI, KENYA

4.4

Language of the Proposal and other Documents

The proposal prepared by the bidder, and all correspondence and documents relating to the proposal exchanged by the bidder and KTDA shall be written in the English language. 4.5 Intention to Bid

No formal Intention to Bid is required. 4.6 Cost of Proposal

The bidder shall bear all costs associated with the preparation and submission of the proposal up to the final award of the contract. KTDA will in no case be responsible or liable for those costs, regardless of the conduct or outcome of the procurement process. 4.7 Contents of the Proposal

Proposal must offer all the requested services as per terms of reference and all costs included. Please note that KTDA intends to enter into a maximum price contract.

21

Proposal must include all other services. Specifically the proposal should include travel.

The bidder is expected to examine all corresponding instructions, forms, terms and specifications contained in this RFP.

4.8

Joint Proposal

Two or more companies may form a consortium and submit a joint proposal if this helps in finding a team capable of undertaking all elements of the anticipated work. Such a proposal must be submitted under the name of one member of the consortium hereinafter lead organization". The lead organization will be responsible for undertaking all negotiations and discussions with KTDA and performing the contract.

4.9

Communications during the RFP Period

A prospective bidder requiring any clarification on technical, contractual or commercial matters may notify KTDA via email. Questions or requests for clarification must be emailed to: procurement@ktdateas.com by 1st October 2012.

KTDA will respond in writing (via email only) to any request for clarification of the RFP that it receives prior to the closing date of the proposal. A consolidated document of KTDA' response to all questions (including an explanation of the query but without identifying the source of enquiry) will be posted on the KTDA website. Questions are to be submitted in the format "Paragraph Number - Question."

There shall be no individual presentation by or meeting with bidders until after the closing date. There should be no contact with KTDA officials concerning this RFP process, from the date of issue of this RFP to the final selection, other than using the above mechanism and only for the purposes of clarifications of proposals received.

4.10

Submission and Signing of Proposals

The bidder shall submit the complete proposal by the closing date set forth in section 4.13. The Technical proposal (without any financial information) with the signed 22

Proposal submission and acceptance form (see p 41) and the Financial Proposal shall be sent in separate envelops as stated in section 4.3.1.

4.11

Marking of Proposals

The complete proposal must be sent as indicated in section 4.3.1. If proposals are not forwarded separately and marked as per the instructions, KTDA will not assume responsibility for the proposals misplacement or premature opening and may at its discretion reject the proposal.

4.12

Period of Validity of Proposals

The offer outlined in the proposal must be valid for a minimum period of one calendar year after the closing date. A proposal valid for a shorter period may be rejected by KTDA. In exceptional circumstances, KTDA may solicit the bidders consent to an extension of the period of validity. The request and the responses thereto shall be made in writing. Any bidder granting the request will not be required nor permitted to modify its proposal.

4.13

Closing Date for Submission of Proposals

Proposals must be received at KTDA at the address specified in section 4.3.2 no later than 10.00 AM 16th October 2012.

KTDA may, at its own discretion, extend this closing date for the submission of proposals by notifying all bidders thereof in writing or publishing the extension on its website.

Any proposal received by KTDA after the closing date for submission of proposals will be rejected. Only copies forwarded to the address given in section 4.3.2 above are acceptable as official bid entries.

23

4.14

Modification and Withdrawal of Proposals

The bidder may withdraw its proposal any time after the proposals submission and before the opening date, provided that signed written notice of the withdrawal is received by KTDA prior to the closing date.

No proposal may be modified after the closing date for submission of proposals, unless KTDA has issued an amendment to the RFP allowing for such modification.

No Proposal may be withdrawn in the interval between the opening date and the expiration of the period of proposal validity specified by the bidder in the proposal.

4.15

Receipt of Proposals from Non-invitees

This RFP is opened to all qualified bidders.

4.16

Amendments of the RFP

At any time prior to the closing date for submission of proposals, KTDA may, for any reason, whether on its own initiative or in response to a clarification requested by a bidder, modify the RFP by amendment. Amendments could include modification of project scope or requirements, project timeline expectations or extension of the closing date for submission.

All prospective bidders that have received the RFP will be notified in writing of all amendments to the RFP.

24

5.0

OPENING AND EVALUATION OF PROPOSALS 5.1 Opening of Proposals

KTDA will open the proposals in the presence of bidders who may wish to attend, and record all received proposals. 5.2 Clarification of Proposals

KTDA may, at its discretion, ask any bidder for clarification about qualifications, experience and proposed technical methods to assist in the examination, evaluation and comparison of bidders. The request for clarification and the response shall be in writing. No change in price or substance of the proposal shall be sought, offered or permitted during this exchange. 5.3 Preliminary Examination of Proposals

KTDA will examine the proposals to determine whether they are complete, and whether the documents have been properly signed.

Please note that KTDA is not bound to select any of the firms/institutions submitting proposals. Furthermore, a contract will be awarded in respect of the proposal which is considered most responsive to the needs of the project concerned. Although due consideration will be given to KTDAs general principles, including economy and efficiency, KTDA does not bind itself in any way to select the individual, and/or firm/institution offering the lowest price. 5.4 Financial Proposal Evaluation

Financial proposal evaluation will only be carried out for those proposals obtaining the minimum threshold established in 6.1.

25

6.0

AWARD OF CONTRACT 6.1 Award Criteria, Award of Contract 6.1.1 Technical Evaluation of Proposals

Technical evaluation of the proposal will be completed prior to any comparison of price. The technical evaluation of proposals will be accomplished by a Selection Panel consisting of staff from KTDA. The Selection Panel will evaluate all proposals which have passed the Preliminary Examination of Proposals according to the table below; Category 1. Functional Requirements Local office Project Members Customer References Agribusiness/Farmer References Software Environment Hardware Requirements Implementation Services Work plan Section Total Payroll 2 10 2 1 5 5 5 5 35 Criteria Score

*2.

Responsiveness

to

systems requirements.

35

TECHNICAL TOTAL :

70

The selection panel will assign scores to the technical proposals and those failing to obtain a minimum of 70% of the total number of technical points (70) will be disqualified.

26

*The requirements are weighted as follows: Accounting & Financials Manufacturing Resource Planning Farmer Management Maintenance Repair and Operation Order Management and Quote Processing Human Resources and Payroll Supply Chain Management Information Technology Services Project Management/Job Control Warehouse, Inventory, and Transportation Workflow and Social Collaboration Business Intelligence and Dash Boarding Systems & Integrations Future Modules TOTAL 32% 19% 1% 3% 27% 3% 1% 1% 2% 3% 1% 1% 4% 2% 100%

6.1.2

Financial Evaluation of Proposals

The maximum number of points for the Price Component is 30. This maximum number of points will be allocated to the lowest price proposal. All other price proposals will receive points in inverse proportion according to the following formula:

Points for the Price Component of a proposal being evaluated = [Maximum number of points for the Price Component] x ([Lowest price]/[Price of proposal being evaluated])

Based upon an evaluation of all of the proposals received, KTDA intends to invite shortlisted suppliers to make a formal presentation regarding their proposal to a team of KTDA representatives. KTDA may request to visit site where the solution has successfully been implemented. Shortlisted suppliers will be notified in advance for these meetings by KTDA.

KTDA reserves the right to accept or reject any proposal, and to annul the solicitation process and reject all proposals at any time prior to award of contract, without thereby incurring any liability to the affected bidder or any obligation to inform the affected bidder or bidders of the grounds for the KTDA action. 27

Prior to expiration of the period of proposal validity, KTDA will award a contract to the successful bidder.

NOTE: KTDA is acting in good faith by issuing this RFP. However, this document does not obligate KTDA to contract for the supply of any products or services.

6.2

KTDA Right to modify Scope or Requirements during the Proposal process

KTDA reserves the rights to, at any time during the proposal process, modify the scope of services specified in the RFP. At any step in the evaluation process, KTDA reserves the right to issue an amendment to the RFP detailing the change to only those bidders who have not been officially eliminated due to technical reasons at that point in time. Official elimination is signified by a direct communication to that effect from KTDA. 6.3 KTDA Right to Extend/Revise Scope or Requirements at Time of award KTDA reserves the right at the time of award of contract to extend/revise the scope of services specified in the RFP without any change in base price of services (e.g. day rate for resources) or other terms and conditions. 6.4 KTDA Right to enter into Contract Price Negotiations

KTDA reserves the right to enter into contract price negotiations with one or more bidders that have not been eliminated during the evaluation process. 6.5 6.5 Signing of the Contract

Within 30 days of receipt of the contract the successful bidder shall sign and date the contract and return it to KTDA according to the instructions provided at that time. If the bidder does not accept the contract terms without changes, then KTDA has the right not to proceed with the selected bidder(s) and instead contract with another bidder of its choice.

28

7.0

GENERAL AND CONTRACTUAL CONDITIONS

The general terms and conditions of the contractual agreement ("the Contract") between KTDA and the selected bidder ("the Contractor") will include provisions as set forth in this section, and will cover the following issues: Responsibilities, indemnities and liabilities of the Contractor(s) and KTDA; Conditions concerning the termination of the contract(s); Clear deliverables and acceptance procedures; Payment terms tied to the satisfactory completion of the work; Training and post implementation support; Allowance for changes; Warranties and representations; Notices.

Services under this Contract will be supplied on a maximum-price basis in a freely convertible currency (preferably US Dollars), based on the Central Bank of Kenya rate of the date of invoice.

7.1

Responsibility

The Contractor will be responsible to ensure that the services rendered under the Contract are in accordance with the specifications and within the time prescribed.

7.2

Source of Instructions

The Contractor shall neither seek nor accept instructions from any authority external to KTDA in connection with the performance of its services under this Contract. The Contractor shall refrain from any action which may adversely affect KTDA and shall fulfil its commitments with the fullest regard to the interests of KTDA.

7.3

Warranties

The Contractor will warrant and represent to KTDA as follows:

1. The deliverables shall meet the specifications and shall function in a manner which is fully adequate to meet its intended purpose. The Contractor 29

furthermore warrants that the deliverables shall be error-free, in that the Contractor shall correct any errors in the deliverables, free of charge, within fifteen days after their notification to the Contractor, during a period of at least six months after completion of the work. It is agreed, however, that errors and other defects, which have been caused by modifications to the deliverables made by KTDA without agreement of the Contractor are not covered by this paragraph. 2. The deliverables shall, to the extent it is not original, only be derived from, or incorporate, material over which the Contractor has the full legal right and authority to use it for the proper implementation of this Contract. The Contractor shall obtain all the necessary licenses for all non-original material incorporated in the deliverables including, but not limited to, licenses for KTDA to use any underlying software, application, and operating deliverables included in the deliverables or on which it is based, so as to permit KTDA to fully exercise its rights in the deliverables and the software without any obligation on KTDA's part to make any additional payments whatsoever to any party. 3. The deliverables shall not violate any copyright, patent right, or other proprietary right of any third party and be delivered to KTDA free and clear of any and all liens, claims, charges, security interest and any other encumbrances of any nature whatsoever. 4. The Contractor, its employees and any other persons and entities used by the Contractor shall furthermore not copy and/or otherwise infringe on the copyright of any document or other material (whether machine readable or not) to which the Contractor, its employees and any other persons and entities used by the contractor have access in the performance of this Contract. 5. Except as otherwise explicitly provided in this Contract, the Contractor shall at all times provide all the necessary on-site and off-site resources to meet its obligations hereunder. The Contractor shall only use highly qualified staff, acceptable to KTDA, to perform its obligations hereunder. 6. The Contractor shall take full and sole responsibility for the payment of all wages, benefits and monies due to all persons and entities used by it in connection with the implementation and execution of the Contract, including, but not limited to, the Contractors employees, permitted subcontractors and suppliers. 30

7.4

Legal Status

The Contractor shall be considered as having the legal status of an independent contractor and as such there will be no employer/employee relationship between KTDA on the one side and the Contractor or any person used by the Contractor on the other side.

Thus the Contractor shall be solely responsible for the manner in which the work is carried out. KTDA shall not be responsible for any loss, accident, damage or injury, including, but not limited to, damage to test equipment, spare parts and other property, suffered by the Contractor or persons or entities claiming under the Contractor, arising during or as a result of the implementation or execution of the Contract, including travel, whether sustained on KTDA premises or not.

The Contractor shall obtain adequate insurance to cover such loss, accident, injury and damages, before commencing work on the Contract. The Contractor shall be solely responsible in this regard and shall handle any claims for such loss, accident, damage or injury. 7.5 Relation between the Parties

The Contract does not constitute a partnership between the Parties or constitutes either Party as the agent of the other. 7.6 Waiver of Breach

The waiver by an act, omission or knowledge of Party, its agents or its employees of any provision or breach of the contract shall not prevent subsequent enforcement of such provision or excuse further breaches. 7.7 Liability

The Contractor hereby indemnifies and holds KTDA harmless from and against the full amount of any and all claims and liabilities, including legal fees and costs, which are or may be made, filed or assessed against KTDA at any time and based on, or arising out of, breach by the Contractor of any of its representations or warranties under the Contract, regardless of whether such representations and warranties are explicitly incorporated here in or are referred to in any attached Appendices. 31

7.8

Assignment

The Contractor shall not assign, transfer, pledge or make other disposition of this Contract or any part thereof, or any of the Contractor's rights, claims or obligations under this Contract except with the prior written consent of KTDA. 7.9 Officials not to Benefit

The Contractor warrants that no official of KTDA has received or will be offered by the Contractor any direct or indirect benefit arising from this Contract or the award thereof. The Contractor agrees that breach of this provision is a breach of an essential term of this Contract. 7.10 Indemnification

The Contractor shall indemnify, hold and save harmless, and defend, at its own expense, KTDA, its officials, agents, servants and employees from and against all suits, claims, demands, and liability of any nature or kind, including their costs and expenses, arising out of acts or omissions of the Contractor, or the Contractor's employees, officers, agents or sub-contractors, in the performance of this Contract. This provision shall extend, inter alia, to claims and liability in the nature of workmen's compensation, products liability and liability arising out of the use of patented inventions or devices, copyrighted material or other intellectual property by the Contractor, its employees, officers, agents, servants or sub-contractors. (These obligations shall not lapse upon termination of the contract) 7.11 Contractor's Responsibility for Employees

The Contractor shall be responsible for the professional and technical competence of its employees and will select, for work under this Contract, reliable individuals who will perform effectively in the implementation of the Contract, respect the local customs, and conform to a high standard of moral and ethical conduct. 7.12 Subcontracting

Any intention to subcontract aspects of this contract must be specified in detail in the tender submitted. Information concerning the subcontractor, including the qualifications of the staff proposed for use must be covered with same thoroughness as the prime contractor. No subcontracting will be permitted under this Contract unless it is proposed in the initial submission or formally agreed to by KTDA at a

32

later time. In any event, the total responsibility for the Contract rests with the prime contractor. 7.13 Place of Performance

Tendering individuals or entities are requested to perform the services requested at KTDA 7.14 Language

The internal communications of the work performed for this project, management and contractual communications for this project will be executed in English.

7.15

Confidentiality

1. Except as explicitly provided in the Contract, the Contractor shall keep confidential all information which comes to its knowledge during, or as a result of, the implementation and execution of the Contract. Accordingly, the Contractor shall not use or disclose such information for any purpose other than the performance of its obligations under the Contract. The Contractor shall ensure that each of its employees and/or other persons and entities having access to such information shall be made aware of, and be bound by, the obligations of the Contractor under this paragraph. However, there shall be no obligation of confidentiality or restriction on use, where:i. The information is publicly available, or becomes publicly available, otherwise than by any action or omission of the Contractor, or ii. The information was already known to the Contractor (as evidenced by its written records) prior to becoming known to the Contractor in the implementation and execution of this Contract; or iii. The information was received by the Contractor from a third party not in breach of an obligation of confidentiality. 2. The Contractor, its employees and any other persons and entities used by the Contractor shall furthermore not copy and/or otherwise infringe on copyright of any document (whether machine-readable or not) to which the Contractor, its employees and any other persons and entities used by the Contractor have access in the performance of this Contract. (These obligations shall not lapse upon termination of the contract) 33

7.16

Confidential Nature of Documents and Information

All maps, drawings, photographs, mosaics, plans, reports, recommendations, estimates, documents and all other data compiled by or received by the Contractor under this Contract shall be the property of KTDA, shall be treated as confidential and shall be delivered only to KTDA authorized officials prior to completion of work under this Contract.

The Contractor may not communicate at any time to any other person, Government or authority external to KTDA, any information known to it by reason of its association with KTDA which has not been made public except with the authorization of KTDA; nor shall the Contractor at any time use such information to private advantage. These obligations do not lapse upon termination of this Contract.

7.17

Title Rights

1. This is a work made for hire. KTDA shall be the owner of all intellectual property rights, including but not limited to patents, copyrights and trademarks, with regard to all deliverables and other material which bears a direct relation to, or is made in consequence of, the services provided to the Organization by the Contractor. 2. KTDA reserves the right to revise the work, to use the work in a different way from that originally envisaged or to not use the work at all. 3. At KTDA's request, the Contractor shall take all necessary steps, execute all necessary documents and generally assist KTDA in securing such proprietary rights and transferring them to KTDA in compliance with the requirements of applicable law.

7.18

Cancellation

KTDA shall have the right to cancel the Contract (in addition to other rights, such as the right to claim damages): i. ii. At will with the provision of thirty (30) days prior notice in writing; In the event the Contractor fails to begin work on the date agreed, or to implement the work in accordance with the terms of the Contract; or 34

iii.

In the event the progress of work is such that it becomes obvious that the obligations undertaken by the Contractor and, in particular, the time of fulfilment, will not be respected.

iv.

In addition, KTDA shall be entitled to terminate the Contract (or part thereof), in writing, with immediate effect (in addition to other rights, such as the right to claim damages), if, other than as provided in the paragraph above, the Contractor is: a. In breach of any of his material obligations under the Contract and fails to correct such breach within a period of thirty (30) days after having received a written notification to that effect from KTDA; or b. Adjudicated bankrupt or formally seeks relief of his financial obligations.

7.19

Force Majeure

No party to the Contract shall be responsible for a delay caused by force majeure, that is, a delay caused by strike, lock-out, foreign or civil war, or any other event outside his control, it being agreed, however, that KTDA shall be entitled to terminate the Contract (or any part of the Contract) forthwith if the implementation of the work is delayed or prevented by any such reason for an aggregate of thirty (30) days. Such termination shall be subject to payment of an equitable part of the Contract sum and/or other reasonable charges. In the event of such termination, the Contractor shall, in accordance with the ownership rights referred to in section 7.17 deliver to KTDA all work products and other materials so far produced. i. Force majeure, as used in this Article, means acts of war (whether declared or not), invasion, revolution, insurrection, or other acts of a similar nature or force which are beyond the control of the Parties. ii. In the event of and as soon as possible after the occurrence of any cause constituting force majeure, the Contractor shall give notice and full particulars in writing to KTDA, of such occurrence or change if the Contractor is thereby rendered unable, wholly or in part, to perform its obligations and meet its responsibilities under this Contract. The Contractor shall also notify KTDA of any other changes in conditions or the occurrence of any event which interferes or threatens to interfere with 35

its performance of this Contract. The notice shall include steps proposed by the Contractor to be taken including any reasonable alternative means for performance that is not prevented by force majeure. On receipt of the notice required under this Article, KTDA shall take such action as, in its sole discretion, it considers to be appropriate or necessary in the circumstances, including the granting to the Contractor of a reasonable extension of time in which to perform its obligations under this Contract. iii. If the Contractor is rendered permanently unable, fully, or in part, by reason of force majeure to perform its obligations and meet its responsibilities under this Contract, KTDA shall have the right to suspend or terminate this Contract on the same terms and conditions as are provided for in section 7.18 except that the period of notice shall be seven (7) days instead of thirty (30) days.

7.20

Use of KTDA name and emblem

Without KTDA prior written approval, the Contractor shall not, in any statement of an advertising or promotional nature, refer to the Contract or his relationship with KTDA. In no case shall the Contractor use the name or the emblem of KTDA, or any abbreviation thereof, in relation to its business or otherwise. 7.21 Successors and Assignees

The Contract shall be binding upon the successors and assignees of the Contractor and the Contract shall be deemed to include the Contractors successors and assignees, provided, however, that nothing in the Contract shall permit any assignment without the prior and written approval of KTDA. 7.22 Payment

Payment will [only] be made against presentations of an invoice in a freely convertible currency (preferably US Dollars) for each deliverable and subject to KTDA's acceptance of each such deliverable. Any payments by KTDA to the Contractor shall reflect any tax exemptions to which KTDA is entitled by reason of the immunity it enjoys. KTDA is exempt from all direct taxes, customs duties and the like and the Contractor shall consult with KTDA so as to avoid the imposition of such charges. As regards duties and other indirect taxes, the Contractor shall list such 36

charges on invoices as a separate item and, to the extent required, cooperate with KTDA to enable reimbursement thereof. 7.23 Title to Equipment

Where applicable title to any equipment and supplies that may be furnished by KTDA shall rest with KTDA and any such equipment shall be returned to KTDA at the conclusion of this Contract or when no longer needed by the Contractor. Such equipment, when returned to KTDA, shall be in the same condition as when delivered to the Contractor, subject to normal wear and tear. The Contractor shall be liable to compensate KTDA for equipment determined to be damaged or degraded beyond normal wear and tear. 7.24 Insurance and Liabilities to Third Parties

The Contractor shall provide and thereafter maintain insurance against all risks in respect of its property and any equipment used for the execution of this Contract. The Contractor shall provide and thereafter maintain all appropriate workmen's compensation insurance, or its equivalent, with respect to its employees to cover claims for personal injury or death in connection with this Contract.

The Contractor shall also provide and thereafter maintain liability insurance in an adequate amount to cover third party claims for death or bodily injury, or loss of or damage to property, arising from or in connection with the provision of services under this Contract or the operation of any vehicles, boats, airplanes or other equipment owned or leased by the Contractor or its agents, servants, employees or subcontractors performing work or services in connection with this Contract. Except for the workmen's

Compensation insurance, the insurance policies under this Article shall: a) Name KTDA as additional insured; b) Include a waiver of subrogation of the Contractor's rights to the insurance carrier against KTDA; c) Provide that KTDA shall receive thirty (30) days written notice from the insurers prior to any cancellation or change of coverage. The Contractor shall, upon request, provide KTDA with satisfactory evidence of the insurance required under this Article. 37

7.25

Settlement of Disputes

Any dispute relating to the interpretation or application of the contract shall, unless amicably resolved, be subject to conciliation. In the event of failure of the latter, the dispute shall be settled by arbitration. The arbitration shall be conducted in accordance with the modalities to be agreed upon by the parties or, in the absences of agreement, with the rules of arbitration of the International Chamber of Commerce. The parties shall accept the arbitral award as final. 7.26 Observance of the Law

The Contractor shall comply with all laws, ordinances, rules, and regulations bearing upon the performance of its obligations under the terms of this Contract. 7.27 Authority to Modify

No modification or change in this Contract, no waiver of any of its provisions or any additional contractual relationship of any kind with the Contractor shall be valid and enforceable against KTDA unless provided by an amendment to this Contract signed by the authorized official of KTDA. 7.28 Privileges and Immunities

Nothing in or relating to this Contract shall be deemed a waiver of any of the privileges and immunities of KTDA convention or agreement. under any national or international law,

38

8.0

PERSONNEL 8.1 Approval of Contractor Personnel

KTDA reserves the right to approve any employee, subcontractor or agent furnished by the Contractor. All of the Contractors employees, subcontractors or agents performing work under this Agreement must have appropriate levels of experience and be adequately trained to perform the services. KTDA reserves the right to undertake an interview process as part of the approval of Contractor personnel.

The Contractor acknowledges that the skill and experience of the Contractor's personnel proposed to be assigned to the project are material elements in KTDA engaging the Contractor for the project. Therefore, in order to ensure timely and cohesive completion of the project, both parties intend that personnel initially assigned to the project continue through to project completion. Once an individual has been approved and assigned to the project, such individual will not thereafter be taken off the project by the Contractor, or reassigned by the Contractor to other duties involving comparable employment by the Contractor while the project is in progress and for so long as there has been no suspension.

Circumstances may arise, however, which necessitate that personnel be substituted during the progress of work due to delays or due to promotions, termination, sickness, vacation or other similar material change in the employment circumstance of the employee, at which time a replacement of comparable background and experience may be substituted, subject to approval of KTDA.

KTDA may refuse access to or require replacement of any employee, subcontractor or agent of the Contractor if such individual renders, in the sole judgment of KTDA, inadequate or unacceptable performance, or if for any other reason KTDA finds such individual does not meet its security or responsibility requirements. The Contractor shall replace such an individual within fifteen (15) business days of receipt of written notice. The replacement will be comparable in skills required and will be billed at a rate that is equal to or less than the rate of the individual being replaced.

39

8.2

Project Managers

Each party shall appoint a qualified Project Manager who shall serve as such partys primary liaison throughout the course of the project. The Project Manager shall be authorized by the respective party to answer all questions posed by the other party and convey all decisions made by such party during the course of the project and the other party shall be entitled to rely on such information as conveyed by the Project Manager.

8.3

Foreign Nationals

The Contractor shall verify that all its employees, agents and subcontractors are legally entitled to work in The Republic of Kenya and other countries if required by the nature of the assignment. KTDA reserves the right to request legally mandated Contractor-held documentation attesting to the same for each employee, agent or subcontractor of the Contractor assigned to work on the project. Each party hereby represents that it does not discriminate against individuals on the basis of race, gender, creed, national origin, citizenship.

8.4

Compliance with KTDA Policies

The Contractor shall at all times comply with and ensure that the Contractor and each of its subcontractors and their employees and agents comply with any applicable laws and regulations and any KTDA policies and all KTDA reasonable written direction and procedures relating to: i. ii. Occupational health and safety Security and administrative requirements, including, but not limited to computer network security procedures iii. iv. v. vi. vii. Sexual harassment Privacy General business conduct and disclosure Conflicts of interest Business working hours and official holidays.

In the event that the Contractor becomes aware of any violation or potential violation by the Contractor, its subcontractor or any of their employees or agents, of any laws, regulations, KTDA policies or of other KTDAS reasonable written directions and 40

procedures, the Contractor shall immediately notify KTDA of such violation. KTDA, in it sole discretion, shall determine the course of action to remedy such violation, in addition to any other remedy available to KTDA in law or equity or under this Agreement. 8.5 Ethical Behaviour

KTDA, the Contractor and each of the Contractors subcontractors and their employees and agents shall adhere to the highest ethical standards in the performance of this Agreement. 8.6 Engagement of Third Parties and use of In-house Resources

The Contractor acknowledges that KTDA may elect to engage Third Parties to participate in or oversee certain aspects of the project and that KTDA may elect to use its in-house resources for the performance of certain aspects of the project. The Contractor shall at all times cooperate with and ensure that the Contractor and each of its subcontractors and their employees and agents cooperate, in good faith, with such Third Parties and with any KTDA in-house resources.

41

PROPOSAL SUBMISSION AND ACCEPTANCE FORM

Project: ERP Systems Acquisition and Implementation

TO: KTDA

Dear Sir/Madam:

Having examined the Solicitation Documents, the receipt of which is hereby duly acknowledged, I/we the undersigned, offer to supply the required services for the sum as may be ascertained in accordance with the Price Component attached herewith and made part of this proposal.

I/we undertake, if our proposal is accepted, to enter into a contract with KTDA. I/we understand that you are not bound to accept any proposal you may receive and that a binding contract would result only after final negotiations are concluded on the basis of the Technical and Price Components proposed.

Dated this.. day of.. 2012.

Signature (in the Capacity of)

Duly authorized to sign proposal for and on behalf of:

42

Appendix
ORGANISATIONAL INFORMATION
Company: Kenya Tea Development Agency Industry: Tea production, processing and marketing

Business - Strategy / Objectives

Vision: To be the leading Management and Marketing company of high quality tea products and services in the World. Mission: To provide effective Management services to the tea sector for efficient production, processing and marketing of high quality tea and investing in related profitable ventures for the benefit of shareholders and other stake holders. Holding Company Business Units and Divisions Corporate Affairs Corporate Services and Legal Finance and Strategy Human Resources and Administration ICT Operations Procurement Sales & Marketing Head Office Location: KTDA Farmers Building, Moi Avenue, Nairobi, Kenya Turnover:
Year Revenue (Kshs millions) Growth Total Cost (Kshs millions) Growth Profit before tax (Kshs millions) Growth 569 814 2008/09 1,367 2009/10 1,673 22% 901 11% 831 46% 2010/11 1,851 11% 847 -6% 1,003 21%

43

No. of Employees: 671 Approximates users per department: Area Corporate Affairs Corporate Services & Legal Executive Office Finance Human Resources & Administration ICT Operations Procurement Risk and Compliance Sales and Marketing Total

Count 6 18 4 134 40 99 322 10 14 24 671

Current needs: To acquire and implement a new to ERP Solutions required:

Accounting and Financials Manufacturing Resource Planning Farmer Management Order Management and Quote Processing Human Resource and Payroll Supply Chain Management Information Technology Services Project Management and Job Control Warehouse, Inventory, and Transportation Workflow and Social Collaboration Business Intelligence and Dash Boarding

Future needs:
Enterprise Performance Management Governance, Risk, and Compliance (GRC) Electronic central depository system Minutes Electronic Archiving Electronic Trading Electronic Voting Contract and Case Management Print Management Travel Management Real-Estate and Property Management Property Operations Management Trade and Events Management Advanced Metering Infrastructure Factory Automation Energy Generation, Transmission, and Utility Management Insurance Management Banking Services Retail Management Point of Sale (POS) Solution Wholesale Distribution Management

Number of Regional Offices and locations: 8 44

Number of Factories: 64 Summary of manufacturing activities carried out at each factory

Factory green leaf receiving: Process of green leaf receiving and processing. Steam Generation: Energy and heat production for use at the factory Factory tea dispatch: Transportation of processed and packed tea from factory Factory Door Sales-Packing: Restocking of teas for Factory Door Sales occur when stock levels are low. The teas for restocking are packed as needed. Factory Door Sales-Selling: The FDS Sales person sells teas at the factory door. At the start of the day, tea of collected from the store and at the end of the day the unsold tea is returned. Black CTC processing: Processing of black CTC tea Black orthodox processing: Processing of black orthodox tea Green and Purple orthodox processing: Processing of black and purple orthodox tea Factory tea packing: Packing of processed tea

Financial year: July to June Nature of the Activities Financial Activities: Decentralized Marketing Activities: Centralized Purchasing Activities: Centralized Planning Activities: Make to Stock Taxation Activities: Centralized Sales Tracking: Primary Planning Strategy: Made to Stock

45

IT Applications currently in use: Name Modules Application KTDA Accounting KTDA Accounting Fourgen System Financials Export Collection Factory Accounting Growers Payment Provident Fund KTDA Farmers Company (Shares) Factory Accounting System General Ledger Accounts Payable / Receivable Cash Book Payroll Fixed Assets Budgeting Inventory / Requisition System Management Report Tea Financial System (TFS) Factory Management System (FMS) Grower Management System (GMS) Help desk System Green Leaf Deliveries Green Leaf Processing (Manufacturing) Invoice Packing Invoice dispatch Management Reports Grower Registration Receipt Books Management GL Receipt Weight Share Processing Extension Services Fertilizer applications Tea Census data and reports ICT Helpdesk On-Line leave application Petty Cash Requisition Vehicle Requisition LAN Support Telephone Bills Fourgen Financials

Database Informix

Informix

Factory (Field) System

ChaiPro (Delphi)

MSSQL

Factory Management System (FMS)

ChaiPro (Delphi)

- MSSQL

Grower Management System (GMS)

ChaiPro (Delphi)

- MSSQL

Help Desk System Web Based Applications / Workflows

Lan (v4) PHP

Support MYSQL

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Petty Cash Expense

Microsoft Office 2003/2007 suit; Other Applications;

Ms Word, Ms Excel, Ms Outlook, Ms PowerPoint Acrobat Reader / Professional Kterm also known as Server 2 & Server 3 CoreFTP Symantec End Point Antivirus

Server Hardware
DESCRIPTION QUANTITY

IBM eServer BladeCenter(tm) H Chassis with 2x2980W PSU IBM BladeCenter H 2980W AC Power Modules w/Fan Pack BladeCenter Open Fabric Manager - Advanced Upgrade BNT Layer 2/3 Copper Gb Ethernet Switch Module for IBM BladeCenter Brocade 10-port 8 Gb SAN Switch Module for IBM BladeCenter Brocade 8 Gb SFP+ SW Optical Transceiver IBM BladeCenter KVM/Advanced Management Module IBM UltraSlim Enhanced SATA Multi-Burner IBM BladeCenter Open Fabric Manager Basic 2.8m, 200-240V, Triple 16A IEC 320-C20 HS22, Xeon 6C X5650 95W 2.66GHz/1333MHz/12MB, 3x2GB, O/Bay 2.5in SAS Intel Xeon 6C Processor Model X5650 95W 2.66GHz/1333MHz/12MB 4GB (1x4GB, 2Rx8, 1.5V) PC3-10600 CL9 ECC DDR3 1333MHz VLP RDIMM Express IBM 300 GB 2.5in SFF Slim-HS 10K 6Gbps SAS HDD QLogic 4Gb Fibre Channel Expansion Card (CIOv) for IBM BladeCenter IBM USB Conversion Option Pack IBM System Storage DS3512 Express Dual Controller Storage System 600GB 3.5in 15K 6Gb SAS HDD 8Gb FC 4 Port Daughter Card Express IBM System Storage SAN24B-4 Express IBM Local 1x8 Console Manager (LCM8) SFP 4 Gbps 4 km LW 1m Fiber Optic Cable LC-LC Remote Mirroring: Base Remote Mirroring: Upgrade OS SOFTWARE SUSE LINUX Enterprise Server 1-32 Sockets with 3 yr Subscription

1 1 1 2 2 2 1 1 1 2 1 1 5 2 1 1 1 6 2 1 1 2 2 1 1 1

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Netapp Specifications
ITEM Name Controllers Memory Disk Drive Capacities Disk Shelves (Fibre Channel, SATA, SAS) can hold 14 disks Operating System Standard Software Features expected Network Protocol Support expected SAN Protocol Support Licensed Software Products DETAILS FAS2040A 2 8 GB cache 10*500GB SATA FAS2040,Disk Shelf,12x500GB SATA,-C,R5 Network Appliance Data ONTAP FlexVol, integrated automatic RAID manager, Snapshot, Fast Boot, e-mail alerts, NIS, DNS, SNMP, FilerView, NDMP, LDAP Microsoft CIFS, NFS V2/V3/V4 over UDP or TCP, HTTP 1.0, HTTP 1.1 virtual hosts, FTP FCP; iSCSI; fabric-attached and direct-attached Clustered Failover, SnapMirror, SnapRestore, SnapDrive,

ERP Implementation Plans

Expected planned date for implementation: 01 February 2013 Client expected implementation duration: 7 months ERP rollout locations: Head Office, Regional Offices, and 64 Factories Go-live strategy: Phased plan rather than Big Bang

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Communication links between offices:

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END OF DOCUMENT

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