REQUEST FOR PROPOSAL ENTERPRISE RESOURCE PLANNING (ERP) BID NUMBER: CLOSING DATE FOR SUBMISSION: TIME:

Transcription

1 REQUEST FOR PROPOSAL ENTERPRISE RESOURCE PLANNING (ERP) BID NUMBER: CLOSING DATE FOR SUBMISSION: TIME: 1

2 Table of Contents 1 Introduction Background Purpose Scope of Services for the ERP Solution Financial Management module Human Resource Management module Procurement Management module Professional Services Submission of Tenders and Closing Date Tender submission place and closing date Tender Submission Instructions (2 Envelope System) ENVELOPE ONE Technical Proposal ENVELOPE TWO Price Proposal Preparation of Responses Evaluation Criteria Technical Evaluation Criteria Part 1 Evaluation of Mandatory Documents Criteria Part 2- Functional Criteria Part 3 System Specifications Criteria Part 4 Proof of Concept (POC) Presentation and Risk Assessment Price Evaluation Criteria Briefing Session Proposal Response Format Technical Proposal Response Format Standard Bidding Documents & Forms (Section 1 of the Technical Proposal) Invitation to Bid Form SBD Declaration of Interest Form SBD Declaration of Bidder s past Supply Chain Management Practices SBD Certificate of Independent Bid Determination - SBD Executive Summary (Section 2 of Technical Proposal)

3 8.3 Company Background (Section 3 of the Technical Proposal) Track Record (Section 4 of the Technical Proposal) Application Software (Section 5 of the Technical Proposal) Technical and Hardware Requirements (Section 6 of the Technical Proposal) Vendor Hosted Option (Section 6 of the Technical Proposal) Proposed Implementation Plan (Section 7 of the Technical Proposal) General Implementation Approach (Section 7.1 of the Technical Proposal) Project Management Approach (Section 7.2 of the Technical Proposal) Hardware, Software and Storage Design and Installation Consulting (Section 7.3 of the Technical Proposal) Data Conversion and Migration Plan (Section 7.4 of the Technical Proposal) Report Development (Section 7.5 of the Technical Proposal) Implementation and Training (Section 7.6 of the Technical Proposal) Change Management Approach (Section 7.7 of the Technical Report) System Documentation, manuals and Testing (Section 7.8 of the Technical Proposal) Process Re-engineering Assistance (Section 7.9 of the Technical Proposal) Knowledge Transfer (Section 7.10 of the Technical Proposal) Other activities proposed by the Bidder and the Microsoft Project Plan (Section 7.11 of the Technical Proposal) Ongoing Support Services (Section 8 of the Technical Proposal) Personnel Plan, Experience and Qualifications (Section 9 of the Technical Proposal) Functional System Requirements (Section 10 of the Technical Proposal) License and Maintenance Agreements (Section 11 of the Technical Proposal) Exceptions and Deviations (Section 12 of the Technical Proposal) Electronic Copy of the Technical Proposal (Section 13 of the Technical Proposal) Cost Proposal Response Format Electronic Copy of the Price Schedule (Section 1 of the Price Proposal) Standard Bidding Documents Software Pricing Schedule SBD Professional Services Pricing Schedule SBD Preference Points Claim Form SBD Special Conditions of Contract

4 10.1 Scope of Agreement Professional Services Warranty Pricing Confidentiality Title and Confidentiality Subcontractors Approval of Sub-Contractor, Project Team and Project Manager Designation Assignments Vendor as Independent Contractor Warranty Final Acceptance of the System Standard Forms and Contracts Advertisement Password Security Non-Performance Procedures Replication of Software Project Schedule and Acceptance Acceptance Testing Payment Terms Travel Expense Reimbursement Conflict of Interest Intellectual Property ANNEXURE A General Conditions of Contract ANNEXURE B Bid Response Document Technical Proposal ANNEXURE C Bid Response Document Price Proposal ANNEXURE D ERP Software and Implementation Services Specifications.xlsx ANNEXURE E ERP Software and Implementation Services Price Schedule.xlsx

5 1 Introduction 1.1 Background The Export Credit Insurance Corporation of South Africa (SOC) LTD (ECIC) 1 is a self-sustained state-owned entity listed under Schedule 3B of the Public Finance Management Act. The mandate of the ECIC is to facilitate and encourage South African export trade, by underwriting export credit loans and investments outside the country, in order to enable South African contractors to win capital goods and services contracts in countries outside South Africa. The ECIC is a registered short term insurer under the Short Term Insurance Act and is subject to supervision and regulation by the Financial Services Board. The ECIC seeks to modernise and reduce the cost of its operations by automating its business processes through a Business Process Management System (BPMS) and upgrading its current financial system to an Enterprise Resource Planning (ERP) solution. The ECIC expects that this IT Modernisation Project will result in increased efficiency across the organisation. 1.2 Purpose ECIC requests the services an ERP vendor to implement an ERP solution for the ECIC covering its core components of financial management, Human resource management and Procurement management. The purpose of this document is to set out the terms of reference for an ERP solution and seeks to establish to the greatest possible extent complete clarity regarding the requirements for both parties to the agreement resulting from this request for proposal. 2 Scope of Services for the ERP Solution The scope of the services required for the ERP solution includes: Financial Management module Sourcing and installation of the Financial Management ERP module with the following functionalities: Accounts payable Accounts receivable Planning and budgeting General Ledger Bank reconciliation 1 Further information on the ECIC can be found at 5

6 Cash management Fixed assets Grant or Project Accounting Human Resource Management module Sourcing and installation of the Human Resource Management ERP module with the following functionalities: Personnel management Leave management Payroll management Organisational management Performance management Training management Procurement Management module Sourcing and installation of the Procurement Management ERP software modules with the following functionalities: Purchasing Contract management Professional Services Provision of professional services as follows: Definition of hardware specification and advise on installations Project management Data conversion and migration Report development Implementation and training services Change management System documentation and Testing Knowledge transfer to ECIC staff Ongoing support and maintenance of the ERP solution for a minimum period of 5 years 3 Submission of Tenders and Closing Date 3.1 Tender submission place and closing date Tender proposal must be received by ECIC no later than 17H00 on 7 November Bids must be submitted by hand to: Head: Procurement and Office Management Export Credit Insurance Corporation of South Africa SOC LTD, 6

7 Block C7 & C8 Eco Origins Office Park, 349 Witch Hazel Avenue, Highveld Ext 79, Centurion Bidders that choose to submit their bid documents before the closing date and time may do so during working hours only (08:30-17:00). It is the Bidder s responsibility to ensure that their bid submissions reach the ECIC before the bid closing times as no late submissions will be accepted. Telegraphic, telephonic, telex, facsimile, and late tenders will not be accepted. Bidders will be advised of the outcome by letter, facsimile or Tender Submission Instructions (2 Envelope System) Bidders must submit their proposal and all supporting documentation in a sealed envelope, clearly marked as follows: ENVELOPE ONE Technical Proposal Bidders must submit one (1) signed, completed, original of the Technical Proposal, seven (7) copies of the Technical Proposal together with eight (8) electronic copies on a compact disk (CD) of the Technical Proposal. The envelope must contain all information and documents relating to the tender. (Refer to list of returnable documents). No pricing information must be included in Envelope One ENVELOPE TWO Price Proposal Bidders must submit one (1) signed, completed, original Price Proposal (pricing schedule/schedule of rates as applicable), seven (7) copies of the Price Proposal together with eight (8) electronic copies on a compact disk (CD) of the Price Proposal. Bidders are required to place the sealed ENVELOPE ONE together with the sealed ENVELOPE TWO into one sealed envelope or container. The sealed envelope or container must be marked for the attention of the Head: Procurement and Office Management together with the following information: BID REFERENCE NO: ERP TECHNICAL and PRICE PROPOSALS BIDDER S NAME AND ADDRESS 7

8 The Price Proposal will only be opened and evaluated when the Bidder has successfully met the minimum Technical Evaluation Criteria of the Technical Proposal as set out in paragraph 5 below. Bidders shall organise their response document and insert a table of contents as specifically specified in paragraph 7 below and bind (ring bind or similar method) the proposal documents. Bidders shall verify page numbers of their proposal, as ECIC will not accept any liability with regard to any disputes arising from pages that are missing or duplicated in the aforementioned documents. Bidders are required to complete and sign all the Bid Response Documents (refer to the Bid Response Document Checklist section 1.5 of the Annexure B:) and initial all pages, drawings and brochures which are included in the reply as ECIC will not accept any liability with regard to any disputes arising from pages that are missing or duplicated in the aforementioned documents. 4 Preparation of Responses Bidders shall bear all costs associated with preparation and submission of the proposal. ECIC shall not be responsible or liable for any cost incurred during the bidding process. 5 Evaluation Criteria This Tender will be evaluated using a two stage process. The First stage will comprise the Technical Evaluation which will be based on the Technical Proposal whilst the second Stage will comprise the Price Evaluation which will be based on the Price Proposal. It is the Bidder s responsibility to ensure that it has responded to both evaluation criteria. Failure to meet the evaluation criteria may result in the Bidder being disqualified from being appointed. Bidders must ensure that they have included all supporting documentation, especially the documentation that may be required to support the response to the evaluation criteria. 5.1 Technical Evaluation Criteria The Technical Evaluation Criteria which will be based on the Technical Proposal and will comprise four (4) parts Part 1 Evaluation of Mandatory Documents Criteria All Technical Proposals will be evaluated against the Mandatory Documents Criteria Bidders must COMPLY WITH ALL the Mandatory Documents Criteria in order to qualify for further evaluation. 8

9 Proposals not meeting these requirements will be disqualified. Bidders should acknowledge acceptance of these terms and complete the checklist in their RFP response. Mandatory Documents Criteria Completed reference form for at least one ERP software installation for a company of similar size and complexity (Refer section 4 of the Technical Response). Response to the RFP is submitted by the due date and time. An authorized company officer completes and signs all the Standard Bidding Documents for the Technical Proposal (section 1 of the Technical Proposal) and the Price Proposal (section 2 of the Price Proposal). The Bidder has completed all forms and questionnaires in the Bid Response Documents and complied with all instructions of the RFP. Where the Bidder has not complied with the instructions or has exceptions, such noncompliance or exception is noted in section 1.5 Bid Response Document Checklist of the Technical Proposal Part 2- Functional Criteria Bidders complying with ALL the Mandatory Evaluation Criteria will be evaluated against the Functional Criteria as set out below. Bidders must score 60 points or more out of a total 100 points allocated for Functional Criteria. Bidders that score less than 60 points will not be evaluated further. Bidders who obtain the required threshold of 60 points or more will qualify for further evaluation. The scoring criteria for purposes of awarding points for the functional criteria will be as follows: Criteria No Functionality Criteria Company Background (Section 3 of Technical Proposal) Track Record (Section 4 of Technical Proposal) Application Software (Section 5 of Technical Proposal) Technical and hardware Requirements (Section 6 of Technical Proposal) Proposed Implementation Plan (Section 7 of Technical Proposal) Ongoing Support Services (Section 8 of Technical Proposal) Points Allocated

10 Criteria No 7. Functionality Criteria Personnel Plan, Experience and Qualifications (Section 9 of Technical Proposal) Total points allocated for Functional Criteria Points Allocated Points Part 3 System Specifications Criteria Bidders qualifying in Part 2 Functional Criteria will be evaluated against the System Specification Criteria as set out below. Bidders must score 80 points or more out of a total 100 points allocated for the System Specifications Criteria. Bidders that score less than 80 points will not be evaluated further. Bidders who obtain the required threshold points of 80 points or more will qualify for further evaluation The scoring criteria for purposes of awarding points for the ERP Specifications Criteria will be as follows: Criteria No. System Specification Criteria Points Allocated 1 Financial management Accounts payable Accounts receivable Planning and budgeting General Ledger Bank reconciliation Cash management 5 1,7 Fixed assets Grant and Project Accounting 5 2 Procurement or Supply Chain Management Purchasing Contract management 5 3 Human Resources Management Personnel management Leave management Payroll management Organisational management Performance Management Training management 5 4 General and technical

11 5.1.4 Part 4 Proof of Concept (POC) Presentation and Risk Assessment Proof of Concept (POC) Bidders qualifying in part 3 System Specification Criteria will be requested to conduct a POC Presentation. The POC Presentation will be used to determine how the solution complies with the system requirements. Bidders must score 80 points or more out of a total 100 points allocated for the Proof of Concept. Bidders that score less than 80 points will not be evaluated further. Bidders who obtain the required threshold points of 80 points or more and pass the Risk Assessment review will qualify for Price Evaluation Criteria. The evaluation criteria for Proof of Concept will be as follows: Criteria No. Proof of Concept Criteria Points Allocated 1 Functionality of Software 40 3 Quality of reports produced by the system 30 4 Ease of Use Bidders will be expected to select and prepare a POC presentation for ONE (1) functionally for EACH of the Financial Management, Human Resource and Procurement modules. Risk Assessment In addition to Proof of Concept presentation, all bids that meet the minimum qualifying score for Part 3: System Specifications Criteria will undergo a risk assessment based on the following framework: Any aspects that emanate from the Bidders individual responses Any information received from past references Acceptance of the Special Conditions of Contract as set out in paragraph 10 below and General Conditions of Contract as set out in Annexure A. ECIC may disqualify bidders based on the outcome of the risk assessment and Proof of Concept. 5.2 Price Evaluation Criteria Bidders that successfully achieve minimum points for Technical Evaluation Criteria 2 will qualify for evaluation of their Price Proposal. The Price Proposal will only be opened and evaluated once the Technical Evaluation is completed. Bidder s Price 2 Meeting all the requirements for Part 1, 2, 3 and 4 of the Technical Evaluation Criteria 11

12 proposals and BEE certificates will be ranked according to price and preference points from the highest number of points to the lowest. The Bidder with the highest number of points will be recommended for the award of the tender. The 90/10 evaluation criteria will be followed for the purpose of this RFP. The B-BBEE points will be awarded as per the rating certificate, the points for Joint ventures (JV) or consortiums will be awarded based on the certificate of the JV or the consortium. 6 Briefing Session Briefing session for this tender is compulsory: Bidders must ensure that they attend the briefing session and sign the attendance register as non-attendance or failure to sign the attendance register will automatically disqualify a bidder from submitting a proposal for this Tender. 7 Proposal Response Format To facilitate the analysis of responses to this RFP, the Bidder is required to prepare their proposals in accordance with the instructions outlined in this section. Bidders must respond in full to all RFP sections and follow the RFP format (section numbering, etc.) in their response. Failure to follow these instructions may result in disqualification. For each question asked in the RFP, the proposer shall provide in their response, the question asked and their answer using the section numbering of the RFP. Proposals shall be prepared to satisfy the requirements of the RFP. EMPHASIS SHOULD BE CONCENTRATED ON ACCURACY, COMPLETENESS, AND CLARITY OF CONTENT. All parts, pages, figures, and tables should be numbered and labelled clearly. The proposal should be organized as follows: ENVELOPE ONE - TECHNICAL PROPOSAL Section Number Title 1. Standard Bidding Documents & Forms 2. Executive Summary 3. Company Background 4. Track Record - Vendor Evaluation Form 5. Application Software 6. Technical and Hardware Requirements 7. Proposed Implementation Plan 8. Ongoing Support Services 12

13 ENVELOPE ONE - TECHNICAL PROPOSAL Section Number Title 9. Personnel Plan, Experience and Qualifications 10. Functional System Requirements (complete excel spreadsheet: ERP Software and Implementation Services Specifications.xlsx) 11. License structure 12. Exceptions and Deviations 13. Electronic Copy of technical Proposal 14. Document Checklist ENVELOPE TWO - PRICE PROPOSAL Section Title Number 1. Standard Bidding Documents 2. Electronic Copy of Price Proposal 3. Document Checklist Instructions relative to each part of the response to this RFP are defined in paragraph 8 for Technical Proposal and paragraph 9 for Price Proposal below. 8 Technical Proposal Response Format 8.1 Standard Bidding Documents & Forms (Section 1 of the Technical Proposal) Invitation to Bid Form SBD1 Bidders should complete and sign this form. If the Bidder uses the services of subcontractors or partners for the performance of services required, such subcontractors/partners will be required to also sign the SDB1 form if their share of the fee amounts to more than 40% of the total Bid price Declaration of Interest Form SBD4 Bidders should complete and sign this form Declaration of Bidder s past Supply Chain Management Practices SBD 8 Bidders should complete and sign this form. 13

14 8.1.4 Certificate of Independent Bid Determination - SBD9 Bidders should complete and sign this form. 8.2 Executive Summary (Section 2 of Technical Proposal) This part of the response to the RFP should be limited to a brief narrative & not to exceed two (2) pages describing the proposed solution. The summary should contain as little technical jargon as possible and should be oriented toward non-technical personnel. The executive summary should not include cost quotations. 8.3 Company Background (Section 3 of the Technical Proposal) In addition to providing responses to the following items, the Bidder must complete section 3 of the Technical Proposal in the Bid Response Document. Bidders must provide information about their company so that the ECIC can evaluate the Bidder s stability and ability to support the commitments set forth in response to the RFP. Information that Bidders should provide in this section are as follows: 1. The company's background including a brief description (e.g., past history, present status, future plans, company size, etc.) and organization charts. 2. Financial information for the past TWO (2) completed financial years that includes income statements, balance sheets, and statement of cash flows. 3. If the Vendor is proposing to use subcontractors on this project, please provide background information on each subcontractor, Vendor relationship with that firm and the specific services and/or products that the subcontractor will be providing on the project. A complete list of subcontractors is required. The ECIC has the right to approve all sub-contractors of the Bidder at any time. 8.4 Track Record (Section 4 of the Technical Proposal) The Bidder must provide at least three (3) references from clients that are similar in size and complexity to the ECIC. The format for completing the client references is provided in section 4 of the Technical Proposal in the Bid Response Document. 8.5 Application Software (Section 5 of the Technical Proposal) As the ECIC is contemplating an ECIC-hosted versus vendor-hosted solution, aspects of the proposed solution to be provided should be clearly delineated where they vary between these two approaches in the sections below. The Bidder is required to provide a general description of the application program product and how it will meet requirements of this RFP. This section must address, at a minimum, the following items: 1. Describe your overall proposed technology solution. 2. Describe the product direction for the company, including time frames. 3. Describe unique aspects of the Bidder s solution in the marketplace. 14

15 4. Describe components of the solution that are industry standards versus being proprietary to the Bidder. 5. For third party products proposed that are integrated with the Bidder s solution provide the following for each product: a. Reason that this product is a third-party product versus being part of the software Bidder s solution, b. Extent to which this third-party product is integrated with the Bidder s solution. Bidders must complete Section 5 of the Technical Proposal in the Bid Response Document 8.6 Technical and Hardware Requirements (Section 6 of the Technical Proposal) The Bidder shall provide the information described in this section and complete Section 6 of the technical Proposal in the Bid Response Document. This information will be used in the evaluation process. As the ECIC is contemplating a ECIC-hosted versus vendor-hosted solution, aspects of the proposed solution to be provided should be clearly delineated where they vary between these two approaches for each of the following. Hardware and Storage Environment a. Describe the proposed computer hardware and storage environment to support the system. In the event that there are multiple computer systems available, list all options. Indicate which is the preferred hardware platform and why. List the conditions in which the preferred hardware platform would change. A hardware configuration, which takes into account the size of the ECIC, application modules, database size, and anticipated growth, must be provided. b. What system architecture do you propose? Describe the number and type of: application servers, database server(s), and development and test environments. Describe your proposal s technical architecture (preferably using a PowerPoint or Visio diagram). This should show components such as the database server, applications server, reporting server, test/training server, firewall(s), web server(s), web browser, minimum workstation requirements, remote access, wireless connectivity, network connectivity to LAN and WAN, etc. Describe any potential use of virtual server technologies (e.g. Microsoft Virtual Server, VMware) and application accelerators and note what Vendors you partner with or recommend and/or support. c. Describe your proposed information architecture/model (preferably using a PowerPoint or Visio diagram). This should depict data models, taxonomy, data elements, coding structures, a process for standardizing on a particular coding structure, data definitions (employees, Vendors, invoices, etc.) Vendor Hosted Option (Section 6 of the Technical Proposal) Note: response to this section is optional. Bidders will not be penalized for lack of response to this section. 15

16 In addition to providing responses to the following items, the Vendor must complete the Section 6.1 of the Technical Proposal in the Bid Response Document. 1. Please describe your vendor hosted model, including: hosting, integration, help desk, provisioning and desktop management capabilities, deployment model (dedicated servers, shared environment, etc.), impact to ECIC s network and bandwidth, and any partners that may be involved in service delivery. 2. Please describe your proposed service level agreement, including any tiered levels of service, response times, and standard metrics. 3. Please describe your support model, including: cost structure for support calls. 4. Please describe your data center and storage facilities, including: locations, staffing, physical security, environmental controls (including redundant power), redundancy/load balancing capabilities, data backups and disaster recovery capabilities. 5. Please describe your logical security, including: firewall security, authentication controls, and data encryption capabilities. 6. Please describe your change management, upgrade, and patch management policies & practices? 7. Describe your systems administration/management capabilities including: monitoring of performance measures, intrusion detection, and error resolution. 8. Describe how you will help the ECIC move to a new operation at the end of the contract term or if the contract is terminated, including the process for notifying of termination. 9. Please provide a copy of your most recent SAS70 audit. 8.7 Proposed Implementation Plan (Section 7 of the Technical Proposal) The Bidder is to provide an implementation plan in narrative format supported by an activity-level project plan using Microsoft Project that details how the proposed solution is to be implemented. This implementation plan should include the following elements: Item No. Title Points Allocated 7.1 General Implementation approach Project management approach Definition of hardware specification and advice on installations Data conversion and migration Report development Implementation and training services Change management System documentation and Testing Process re-engineering assistance Knowledge transfer to ECIC staff Other activities proposed by the Bidder and the Microsoft Project 4 plan Total Points allocated to the Proposed Implementation Plan 40 16

17 The Bidder should not be constrained to only include the above items in the Bidder s proposal response if the Bidder feels that additional elements may add value to the overall implementation. The ECIC requests that the Bidder provide their work plan in a Microsoft Project format as part of the proposal response to be included in the Electronic Copy of the Technical Proposal. It is expected that the Bidder will lead the efforts in each of the implementation areas described below unless stated otherwise. Further details on what is to be provided as part of the Bidder s proposed implementation plan are included in the following subsections. As the ECIC is contemplating an ECIC-hosted versus vendor-hosted solution, aspects of the services to be provided should be clearly delineated where they vary between these two approaches General Implementation Approach (Section 7.1 of the Technical Proposal) Provide a general overview of the implementation approach you plan to use for the ECIC that includes addressing the following items: 1. Describe how you transition from the sales cycle to the implementation phase of the project. 2. Describe key differentiators of the approach as it relates to implementing a solution on time, within budget and with the ability to meet the needs of a diverse client like ECIC. 3. Describe how you conclude on a preferred implementation phasing of software modules. What is your recommended approach for this implementation? 4. Describe your approach towards running parallel systems for a period of time Project Management Approach (Section 7.2 of the Technical Proposal) Provide an overall description of the Bidder s project management approach towards this type of engagement and projected timing for major phases. Provide a high-level work plan for achieving the successful deployment of your proposed system. The ECIC expects the Bidder to provide project management resources leading to the successful deployment of the system. This project manager will work as a team member with ECIC s project management team. This project manager can be an employee of the Bidder or a partner of the Bidder. In either case, the costs for the project manager should be clearly denoted in the pricing section of the Price Proposal. 17

18 8.7.3 Hardware, Software and Storage Design and Installation Consulting (Section 7.3 of the Technical Proposal) The ECIC usually installs the required hardware and communications equipment for applications. We are open to other proposals to accomplish a successful deployment. The Bidder is expected to specify, furnish, deliver, install and support all application and system software that may include pre-installing or equipment staging. What do you propose for the most effective deployment of hardware, communications and related equipment? Data Conversion and Migration Plan (Section 7.4 of the Technical Proposal) It is anticipated that data conversion will occur when migrating to the new application. The Bidder is expected to assist the ECIC in the conversion of both electronic and manual data to the new system. It is expected that the ECIC will be responsible for data extraction from current systems and data scrubbing and data pre-processing and that the Bidder will be responsible for overall data conversion coordination, definition of file layouts, and data import and validation into the new ERP. Please provide pricing for data conversions in the associated Microsoft Excel pricing spreadsheet to be submitted as part of the electronic copy of the Price Proposal. 1. Describe your general approach towards data conversion and how you would work with the ECIC to conclude on what should be converted. 2. Please describe your organization s recommended approach toward retention of legacy data Report Development (Section 7.5 of the Technical Proposal) For specific reporting requirements, it is anticipated that the Bidder will take the lead on developing any reports required as part of the initial deployment of the system. The Bidder is expected to provide specialized knowledge and information to the ECIC staff during the development of needed reports, via technical training on the tools used for report development, database schema and architecture, etc. Provide information on your reporting approach including: 1. Description of various methods of reporting including Business Intelligence, 2. Methods for the ECIC to identify, specify, and develop required custom reports during the implementation Implementation and Training (Section 7.6 of the Technical Proposal) The ECIC intends to explore the advantages, disadvantages and related costs of two implementation training approaches: 18

19 1. End User Training Approach: All end-user and technical training will be performed on-site through implementation and be performed by the Bidder. a. End user implementation training will be provided by the Bidder and include joint participation by the relevant ECIC process owner team lead supporting the process area in the new software system. b. Technical Implementation training will include training for ECIC IT staff on the technologies required to support the new ERP system. 2. Train the Trainer Approach: The Vendor will incorporate a train the trainer approach where only key ECIC team leaders will be trained through implementation on their modules and then they will train the remainder of the ECIC staff in their respective areas. a. There would be roughly 1-2 subject matter experts (SME s) for each module including one team leader. This training would be provided at ECIC facility. b. Training materials supplied by the Bidder would be used by SME s and team leaders for training their staff. c. Web conference or remote online tutorial sessions would be available to SME and team lead staff to participate in after initial training was completed in their module. d. Technical implementation training will include training only key IT staff (2-3) to support The Bidder should provide an overall description of both training methods, including the following: General timeframes in which both types of training will be conducted The Bidder must list the nature, level, and amount of training to be provided for both options in each of the following areas: Technical training (e.g., programming, operations, etc.) User training Other staff (e.g., executive level administrative staff) Change Management Approach (Section 7.7 of the Technical Report) The ECIC recognizes that a movement from the current environment to a new solution will present change management challenges. The Bidder should clearly identify their approach towards Change Management including any unique approaches, processes, or tools that will be used. 19

20 8.7.8 System Documentation, manuals and Testing (Section 7.8 of the Technical Proposal) The Bidder is expected to provide user manuals and online help for use by the ECIC as part of the initial training and on-going operational support. Additionally, the ECIC is expected to provide technical documentation. 1. Describe what documentation (user guide, technical guide, training materials, etc.) is available on the system proposed and any related costs. 2. Describe what types of documentation you anticipate developing during the course of the project. The Bidder should also describe their recommended approach to the following types of testing that are anticipated to be performed on the project and the type of assistance they anticipate providing to the ECIC related to such testing: 1. System testing 2. Integration testing (in relation to the ERP modules) 3. Stress/performance testing 4. User acceptance testing (UAT) Process Re-engineering Assistance (Section 7.9 of the Technical Proposal) With the deployment of a new application, the ECIC wishes to take advantage of capabilities within the software that provide support for operational improvements. Bidders are requested to describe their approach towards process redesign including discussion on the optimal time in which to conduct redesign as it relates to implementation of the new software. In addition, please describe your organization s capabilities to assist in a ECIC wide redesign of the chart of accounts to best leverage the capabilities of the system in order to meet the ECIC s overall financial tracking and reporting objectives Knowledge Transfer (Section 7.10 of the Technical Proposal) The Bidder should describe their process for ensuring that a transfer of knowledge occurs back to ECIC such that staff is capable of supporting and maintaining the application in the most proficient manner once the implementation engagement is complete Other activities proposed by the Bidder and the Microsoft Project Plan (Section 7.11 of the Technical Proposal) Details of additional elements that the Bidder feels may add value to the overall implementation. 20

21 The ECIC requests that the Bidder provide their work plan in a Microsoft Project format as part of the proposal response to be included in the Electronic Copy of the Technical Proposal. 8.8 Ongoing Support Services (Section 8 of the Technical Proposal) Please specify the nature and conditions of any post-implementation support options including: a. Post-go live support that is included in the proposal response b. Onsite support (e.g. system tuning, application configuration, interface issues, report development, network optimization, user training and tips to optimize the user experience) c. Telephone support, d. Help Desk services (If there is a service level agreement for your help desk, please provide a copy with your RFP response.) e. Toll-free support line f. Users group (i.e. - information about it, where it is held and when. If no, are you planning one? g. Online knowledge base (i.e. how it accesses, who updates it, etc.) 8.9 Personnel Plan, Experience and Qualifications (Section 9 of the Technical Proposal) The Bidder must detail the type and amount of implementation support to be provided (e.g., number of personnel, level of personnel, time commitment, etc.). Include CVs for all personnel that will be assigned to the project. If the Bidder is using a subcontractor, please include information on subcontracting staff being used and their specific role on the project. Please provide an overall project organizational structure for both ECIC and Bidder s staff involvement during the project (for both an ECIC-hosted and vendor-hosted solution). Identify the roles and responsibilities of each component of this structure. This includes an appropriate governance structure in which to manage the project Functional System Requirements (Section 10 of the Technical Proposal) The requirements defined in this section contain the overall general functions of the requested software solution. The primary objective of the ECIC in implementing a new system is to provide a more integrated information system environment that will eliminate the redundant entry of data, provide improved system capabilities, provide improved access to data, and streamline overall operations. Attached to this RFP is an Excel spreadsheet (version 2010) ERP Software and Implementation Services Specifications.xls which details a number of requirements that must be addressed by the Bidder s proposal. The Bidder is expected to complete the excel spread sheet having followed the instructions below. These requirements set out in the excel spreadsheet are considered mandatory in implementing the complete solution as defined in section 5 Application Software. 21

22 Together they define a system that will operate efficiently in the proposed computer environment while providing a high level of flexibility in meeting the ECIC s current and future data needs. Bidders must replace cells A1:G1 in the first excel sheet (General and Technical) with the Bidder s Company Name which will be repeated and printed for each subsequent module. The Priority column includes one of the following entries to indicate the importance of the specification/report to ECIC: H High: An absolutely necessary feature to be gained from the implementation of a new system. This would be a feature that ECIC already has and uses in its current software, is available and/or tracked in a shadow system (i.e., spreadsheet, document, etc.) M Medium: This is a feature that the ECIC would like in the new system that is not currently being tracked or is not existing functionality. L Low: This would be a feature that, while of interest, is not applicable at this time or something that could be a future deployment. Each Bidder should review the specifications and reports listed in each subsection and respond as to their availability within the Bidder s software system. The responses should be entered under the Availability column of each form as follows: Flag Y R M T F Description Functionality is provided out of the box through the completion of a task associated with a routine configurable area that includes, but is not limited to, user-defined fields, delivered or configurable workflows, alerts or notifications, standard import/export, table driven setups and standard reports with no changes. These configuration areas will not be affected by a future upgrade. The proposed services include implementation and training on this functionality, unless specifically excluded in the scope of work, as part of the deployment of the solution. Functionality is provided through reports generated using proposed Reporting Tools. Functionality is provided through customization to the application, including creation of a new workflow or development of a custom interface that may have an impact on future upgradability. Functionality is provided by proposed third party functionality (i.e., third party is defined as a separate software vendor from the primary software vendor). The pricing of all third party products that provide this functionality MUST be included in the Price Proposal. Functionality is provided through a future general availability (GA) release that is scheduled to occur within 1 year of the proposal response. 22

23 Flag Description N Functionality is not provided 8.11 License and Maintenance Agreements (Section 11 of the Technical Proposal) Sample license and maintenance agreements must be provided in this part of the Bidder s response for all components of the recommended solution (i.e., hardware, software, operating system, database, etc.). Indicate the basis on how licenses are determined Exceptions and Deviations (Section 12 of the Technical Proposal) If the Bidder finds it impossible or impractical to adhere to any portion of these specifications and all attachments, it shall be so stated in its proposal, with all deviations grouped together in a separate section entitled, exceptions/deviations from proposal requirements. This section will be all-inclusive and will contain a definition statement of each and every objection or deviation with adherence to specific RFP sections. Objections or deviations expressed only in other parts of the proposal, either directly or by implication, will not be accepted as deviations, and the Bidder in submitting a proposal, will accept this stipulation without recourse Electronic Copy of the Technical Proposal (Section 13 of the Technical Proposal) The Bidder is required to submit a Compact Disk (CD) which must contain: 1. PDF copy of the Technical Proposal 2. The proposed project plan on Microsoft Project as outlined in paragraph above in relation to section 7.11 of the Technical Proposal 3. A Powerpoint or Visio diagram of the Technical Architecture as required in paragraph 8.6 above (in relation to section 6 of the Technical Proposal) 4. A Powerpoint or Visio diagram of the Information Architecture as required in paragraph 8.6 above (in relation to section 6 of the Technical Proposal) 5. The completed copy of the ERP Software and Implementation Services - Specifications.xlsx file as required in paragraph 8.10 above (in relation to section 10 of the Technical Proposal) 23

24 9 Cost Proposal Response Format 9.1 Electronic Copy of the Price Schedule (Section 1 of the Price Proposal) Costs for the Vendor s proposed solution should be submitted on the proposal pricing schedules provided in the associated Microsoft Excel pricing spreadsheet. The ECIC will not consider time and materials pricing. Vendors shall provide firm and fixed pricing based on the functionality described. For each item, indicate if the cost is one-time, annual, or other. The Bidder shall provide price information for each separate component of the proposed solution, as well as the costs of any modifications necessary to fully comply with the RFP specifications. In the event the product or service is provided at no additional cost, the item should be noted as "no charge" or words to that effect. In the event the product or service is not being included in the Vendor proposal, the item should be noted as "No Bid". Bidders shall provide all pricing alternatives in the excel cost sheets. Vendor shall provide prices in South African Rand. Vendor shall make clear the rationale and basis of calculation for all fees. Vendors shall show separate subtotals for the required elements of the proposed solution, and for any layers of optional elements. In presenting software license fees, the Bidders shall: o Explain all factors that could affect licensing fees; o Make clear what type of license is offered for each price (named user, concurrent user, installed copies, processor-based, etc.); o Indicate which product versions, operating platform(s), and machine classes are included for each price; o Indicate whether a product is for server or client, as applicable; and, o Make clear the extent of any implementation services that are included in the license fees (installation, configuration, training, etc.) To the extent possible, Bidders shall show any applicable discounts separately from the prices for products and services. The ECIC prefers that Bidders provide separate prices for each item in the proposed solution. However, the Bidder is also encouraged to present alternatives to itemized costs and discounts, such as bundled pricing, if such pricing would be advantageous to the ECIC. The ECIC reserves the right to pursue direct purchase of all items and services proposed. 24

25 The ECIC is strongly considering both a vendor-hosted solution through an ASP or SaaS licensing model and a traditional on-premise solution. As such, the ECIC is requesting proposals to include detailed information regarding the Bidder s hosting and licensing options. If multiple solutions are proposed, please include a separate pricing schedule for each hosting/licensing model. 9.2 Standard Bidding Documents Software Pricing Schedule SBD 3.1 The Bidder is required to complete software price schedule with the total bid price for the software excluding discounts Professional Services Pricing Schedule SBD 3.3 The Bidder is required to complete professional services price schedule with the total bid price for the software excluding discounts Preference Points Claim Form SBD 6.1 This preference form must form part of all bids invited. It contains general information and serves as a claim form for preference points for Broad-Based Black Economic Empowerment (B-BBEE) Status Level of Contribution 10 Special Conditions of Contract The ECIC will enter into a Service Level Agreement which will be fully negotiated after a Bidder is selected. Responses to the terms outlined herein may be considered in the selection process and such terms shall be included in the final Agreement. The term Agreement or this Agreement shall mean the final contract between the ECIC and the selected bidder (the Vendor ), which shall include these terms and conditions and all exhibits and attachments thereto. The following Conditions of Contract substantially in the form contained in this paragraph 10 ( Special Conditions of Contract ) as well the General Conditions of Contract attached as Annexure A, are expected to be agreed to by the Bidders as part of contract negotiations. Exceptions must be explicitly noted in section 12 Exceptions and Deviations of the Technical Proposal in the checklist forms provided. Lack of exceptions listed on the checklist shall be considered acceptance of all of the terms and conditions as presented in this RFP Scope of Agreement ECIC agrees to license the Software and receive the services detailed in Attachment < >. Service Provider agrees to provide same, subject to the terms and conditions stated in this Agreement and Attachment < >. Payment for such 25

26 services shall be per Attachment < >. The ECIC, without prior and mutual written agreement, will incur no other service costs. The service costs in Attachment < > are inclusive of project management services and include turn-key data conversion, chart of accounts design assistance, software configuration, formal Acceptance testing (see clause herein), and initial account balancing. The implementation of the Software and provision of services shall be per Attachment < >. ECIC agrees to provide server and desktop hardware configured per Attachment < > based on Vendor s recommendation Professional Services Warranty A. The Vendor agrees at all times to maintain an adequate staff of experienced and qualified employees for efficient performance under this Agreement. The Vendor agrees that, at all times, the employees of Vendor furnishing or performing any services shall do so in a proper, workmanlike, and dignified manner. B. The Vendor agrees that all persons working for or on behalf of Vendor whose duties bring them on ECIC s premises shall obey the rules and regulations that are established by the ECIC and shall comply with the reasonable directions of the ECIC s officers. The ECIC may, at any time, require the removal and replacement of any of Vendor's employees for good cause. C. The Vendor shall be responsible for the acts of its employees and agents while on the ECIC s premises. Accordingly, Vendor agrees to take all necessary measures to prevent injury and loss to persons or property located on the ECIC s premises. Vendor shall be responsible for all damages to persons or property caused by Vendor or any of its agents or employees. Vendor shall promptly repair, to the specifications of the ECIC, any damage that it, or its employees or agents, may cause to the premises or equipment of the ECIC. Should the Vendor fail to do so, the ECIC may repair or replace such damaged equipment and the Vendor shall promptly reimburse such cost of repair or replacement incurred by the ECIC. D. The Vendor agrees that, in the event of an accident of any kind, Vendor will immediately notify the ECIC contact person and thereafter, if requested, furnish a full written report of such accident. E. The Vendor shall perform the services contemplated in the Agreement without interfering in any way with the activities of the ECIC s staff or visitors. F. The Vendor and its employees or agents shall have the right to use only those facilities of the ECIC that are necessary to perform services under this Agreement and shall have no right to access any other facilities of the ECIC. The ECIC shall also extend parking privileges to properly identified members of Vendor's full-time staff on the same basis as they are extended to the ECIC s staff. G. The ECIC shall have no responsibility for the loss, theft, mysterious disappearance of, or damage to equipment, tools, materials, supplies, and other personal property of the Vendor or its employees, subcontractors, or equipmentsuppliers. 26

27 10.3 Pricing All prices for the Vendor's services as per Annexure C are for the term of the Agreement. The ECIC shall pay Vendor for satisfactory performance of the service specified in this Agreement, the sums in accordance with your reply to our RFP, and any related addenda Confidentiality Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein shall survive the termination or cancellation of this Agreement. This obligation of confidentiality shall not apply to (a) information that at the time of the disclosure is in the public domain; (b) information that, after disclosure, becomes part of the public domain by publication or otherwise, except by breach of this Agreement by a party; (c) information that a party can establish by reasonable proof was in that party s possession at the time of disclosure; (d) information that a party receives from a third party who has a right to disclose it to that party; or (e) information that is subject to requests under Promotion of Access to Information Act, 2000 (PAIA) Title and Confidentiality Title and full rights to the Software licensed under this Agreement, including, without limitation, all intellectual property rights therein and thereto, and any copies ECIC make, remain with Vendor. It is agreed the Software is the proprietary, confidential, trade secret property of Vendor, whether or not any portions thereof are or may be copyrighted, and ECIC shall take all reasonable steps necessary to protect the confidential nature of the Software, as ECIC would take to protect its own confidential information. ECIC further agrees that it shall not make any disclosure of any or all such Software (including methods or concepts utilized therein) to anyone, except to its directors, employees, agents, auditors, consultants, subcontractors & any party to whom such disclosure is necessary to the use for which rights are granted hereunder. ECIC shall appropriately notify all its directors, employees, agents, auditors and subcontractors to whom any such disclosure is made that such disclosure is made in confidence and shall be kept in confidence by them. The obligations imposed by this section upon ECIC, its employees, agents, and subcontractors, shall survive and continue after any termination of rights under this Agreement. It shall not be a breach of this agreement if ECIC is required to disclose or make the Software 27

28 available to a third party or to a court if the Software is required to be disclosed pursuant to PAIA, or is subpoenaed or otherwise ordered by an administrative agency or court of competent jurisdiction to be produced Subcontractors The Vendor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Vendor must obtain written approval from the ECIC. In using subcontractors, the Vendor agrees to be responsible for all of their acts and omissions to the same extent as if the subcontractors were employees of the Vendor Approval of Sub-Contractor, Project Team and Project Manager Designation The Vendor understands that the successful installation, testing, and operation of the system that is the subject of this Agreement shall be accomplished by a cooperative effort. To most effectively manage this process, the Vendor shall designate a single representative to act as an ex-officio member of the ECIC s project management team and who shall have the authority to act on behalf of the Vendor on all matters pertaining to this Agreement. The ECIC shall have the right to approve all subcontractors, Account / Project Manager, and staff assigned to the project by the Vendor. In the event that an employee of the Vendor is, in the opinion of the ECIC, uncooperative, inept, incompetent, or otherwise unacceptable, the Vendor agrees to remove such person from the project. In the event of such a removal, the Vendor shall, within fifteen (15) days, fill this representative vacancy as described above. Regardless of whom the Vendor has designated as the representative, the Vendor organization remains the ultimate responsible party for performing the tasks and responsibilities presented in this Agreement Assignments This Agreement or any part thereof shall not be assigned or subcontracted by the Vendor without the prior written permission of the ECIC; any attempt to do so without said prior permission shall be void and of no effect. The Vendor agrees not to assign, transfer, convey, sublet, or otherwise dispose of the Agreement or any rights, title, or interest created by the Agreement without the prior consent and written approval of the ECIC. 28

29 10.9 Vendor as Independent Contractor It is expressly agreed that the Vendor is an independent contractor and not an agent of ECIC. The Vendor shall not pledge or attempt to pledge the credit of ECIC or in any other way attempt to bind the ECIC. The relationship of the Vendor to ECIC shall be that of an independent contractor and no principal/ agent or employer-employee relationship is created by the Agreement Warranty A. Vendor represents and warrants that it has the right to grant the licenses set forth under this Agreement. Vendor further represents and warrants that it has good and marketable title to the Software and any Equipment sold hereunder free and clear from all liens, encumbrances, and claims of infringement of patent, copyright, trade secret or other proprietary rights of third parties. Vendor further represents and warrants that neither the Software in the form delivered by Vendor to ECIC, nor any modifications, enhancements, updates or upgrades thereto, nor the normal use thereof by ECIC, will infringe any patent, copyright, trademark, trade secret or other proprietary right of any third party. B. In the event that any third party makes a claim or files a lawsuit challenging ECIC s right to use the Software or Equipment, Vendor shall defend and indemnify ECIC and hold it harmless for any and all losses, liabilities, judgments, damages, awards and costs (including legal fees and expenses) arising out of said claim or lawsuit, and for any monies paid in settlement thereof. In resolving any such infringement claim, Vendor shall, in its reasonable discretion, either procure a license to enable ECIC to continue to use the Software or develop or obtain a non-infringing substitute acceptable to ECIC at Vendor s cost. C. Vendor represents and warrants that the Software and related products as described with this Agreement will perform in accordance with all Documentation, Contract Documents, Vendor marketing literature, and any other communications attached to or referenced in this Agreement. D. Vendor represents and warrants that the Software and related products, including all modifications contracted under the terms of this Agreement, will meet the requirements of ECIC as set forth in the Bid Response Documents - Technical Proposal. E. ECIC has: (i) presented detailed technical specifications of the particular purpose for which the System is intended and (ii) provided detailed descriptions and criteria of how the System can be defined to accomplish particular purpose. Given this advanced preparation concerning, and documentation about, ECIC s particular purpose, Vendor, at the time this Agreement is in force, has (1) reason and opportunity to know the particular purpose for which the System is required, and (2) that ECIC is relying on Vendor s experience and knowledge of the System to identify those components which are most suitable and appropriate. Therefore, Vendor warrants that the System and all products included in this Agreement are 29

30 fit for the purposes for which they are intended as described in the Bid Response Documents - Technical Proposal. F. Vendor represents and warrants that all products provided under this Agreement are compatible with and certified for use and operation in ECIC s operating environment. Furthermore, Vendor acknowledges that it has reviewed the hardware system ordered by ECIC and represents and warrants that such hardware system is sufficient for ECIC s current and reasonably projected use, including account and transaction volumes Final Acceptance of the System The system proposed shall be defined to be finally accepted by ECIC after the installation of the equipment, training, and successful completion of the following performance examinations: system hardware examination, software performance examination, system functional competence examination, system capacity examination, full-load processing capacity examination, system availability examination, approval of as-builts, training, and system documentation. The ECIC shall be the sole judge of whether all conditions for final acceptance criteria have been met. Upon final acceptance, title to the system is deemed to be conveyed to the ECIC Standard Forms and Contracts Any forms and contracts the Vendor proposes to include as part of the Agreement must be submitted as part of this proposal. Any forms and contracts not submitted as part of the proposal and subsequently presented for inclusion may be rejected. ECIC reserves the right to accept or reject in whole or in part any form contract submitted by a vendor and/or to require that amendments be made thereto, or that an agreement drafted by the ECIC be utilized. This requirement includes, but is not limited to, the following types of forms: subcontractor, franchise, warranty agreements, maintenance contracts, and support agreements. The ECIC will have the right to negotiate any and all contracts/agreements and prices/fees with the finalist bidder, if doing so is deemed in the best interest of the ECIC Advertisement Vendor shall not use, in its external advertising, marketing programs, or other promotional efforts, any data, pictures, or other representation of the ECIC unless Vendor receives specific written authorization in advance from the ECIC. Vendor will limit and direct any of its advertising on the ECIC s premises and shall make arrangements for such advertising. Vendor shall not install any signs or other displays within or outside of the ECIC s premises unless in each instance the prior written approval of the ECIC has been obtained. However, nothing in this clause shall preclude Vendor from listing the ECIC on its routine list for matters of reference. 30

31 10.14 Password Security The Vendor warrants that no back door password or other method of remote access into the software code exists. The Vendor agrees that any and all access to any software code residing on the ECIC server must be granted by the ECIC to the Vendor, at its sole discretion Non-Performance Procedures In the event that the ECIC determines that the Vendor is not performing in a manner consistent with the intent and spirit of this Agreement or in a manner consistent with commonly accepted business practices, then the ECIC shall have the right to do any of the following: (a) formally notify Vendor of non-performance, (b) reserve the right to withhold any and all payments pending, including support and maintenance agreement fees, until the non-performance is corrected, (c) request a joint meeting of Vendor and ECIC decision makers to attempt to resolve the non-performance, (d) require a Vendor employee to be on-site at ECIC s location until the nonperformance is resolved, (e) invoke the Termination clause herein Replication of Software ECIC shall not copy Software for any purposes other than for back up or disaster recovery. ECIC has the right to develop interfaces to, and/or database applications that integrate with, the licensed Software using Vendor s recommended database and development tools without voiding the Support Agreement or warranties herein Project Schedule and Acceptance Vendor will develop a detailed Project Schedule that details both Vendor and ECIC s responsibilities. The Project Schedule should be in sufficient detail to specify the conversion, training, testing, acceptance, and live operation activities. Both Vendor and ECIC agree that a mutually agreeable Project Schedule will be submitted to and approved by the ECIC to be completed within. days of the Effective Date. In the event that the Vendor is unable to provide the Project Schedule within days, ECIC will have at its option, the ability to terminate the Agreement and obtain all fees paid to Vendor. The Project Schedule will also include the criteria by which the software will be tested and accepted by ECIC Acceptance Testing For purposes of acceptance of the System (or portions thereof), the parties intend to use the following staged acceptance procedure. All timeframes specified in the following procedures may be overridden by the Project Schedule. I. Written Deliverable: Vendor shall submit interim drafts (stamped, noted or otherwise clearly marked Draft ) of a written deliverable to ECIC for review prior to approval. ECIC agrees to review and provide comments to Vendor on each interim draft within the agreed reasonable time after 31

32 receiving it from Vendor. Any proposed amendments to the written deliverable requested by the ECIC shall be promptly correct by the Vendor and returned to ECIC for Acceptance. ECIC will not unreasonably withhold, delay or condition its approval of a final written deliverable. Vendor is responsible for tracking status of each deliverable including but not limited to the date in which it was submitted to the ECIC and date returned. II. Software Deliverable: Acceptance testing is an iterative process designed to determine whether the Software Deliverable performs the functions described in its approved Specifications and to discover and remove Defects through repeated testing cycles. Specification means the Project Scope and Requirements found at Exhibit. and any other written specifications delivered to the ECIC by the Vendor during the course of the project or the Application Software Documentation. In the event of conflicts between Specifications and Application Software Documentation the Specifications will prevail. Vendor will work with the ECIC and make a good faith effort to develop a test plan with the requisite details, understanding the level of detail required may change depending on the complexity of the requested software deliverable and to test each software deliverable (the Acceptance Tests or Acceptance Testing ). a. The Acceptance Test Period for each Software Deliverable will be five (5) Business Days unless an alternate time is mutually agreed upon between Vendor and ECIC. The Acceptance Test Period for each Software Deliverable will start within five (5) Business Days, unless an alternate start date is mutually agreed upon by Vendor and ECIC, after the Software Deliverable is installed at ECIC s designated site and Vendor has successfully completed Vendor s installation test and notified ECIC that the Software deliverable is Ready for Acceptance Testing. Vendor will not be obligated to deliver a Software Deliverable to ECIC until ECIC demonstrates the readiness of the target technical platform and environment, as described in Exhibit., and according to the Project Scope and Requirements. b. If ECIC determines during the Acceptance Test Period that the Software Deliverable contains a Defect, ECIC will promptly send the Vendor a written notice reporting the alleged Defect describing it to the Vendor in sufficient detail reasonably necessary for Vendor to recreate it. Vendor will modify the Software Deliverable to remove the reported Defect and will provide the modifications to ECIC for re-testing. ECIC will then re-test the modified portions of the Software Deliverable promptly after receiving the modifications from Vendor. In such a case, Vendor and ECIC will mutually agree upon an updated Acceptance Test Period. c. By the end of the Acceptance Testing Period ECIC will provide Vendor with a final written list reporting any outstanding Defects 32

33 (the Snag List ). ECIC will have ten (10) Business Days after the receipt of the modifications to re-test the modified Software deliverable to confirm that the Defects that were reported on the Snag List have been removed. If any Defects that were reported on the Snag List have not been removed, ECIC will provide Vendor with written notification by the end of the retesting period reporting any such Defects. In such event, the procedures set forth in this paragraph will be repeated for the remaining Defects on the Snag List. d. Vendor and ECIC each agrees to work diligently to achieve acceptance of Software Deliverable at the earliest possible date. III. IV. User Acceptance Testing shall mean testing of each Phase using the process defined under Part < > - Section < >; provided, however, the Acceptance Test Period will be days unless otherwise mutually agreed. Conditional Acceptance will occur upon the earlier of correction of Defects reported as part of User Acceptance Testing of the Phase, or Go- Live of the Phase. There will be a Conditional Acceptance for each Phase; Conditional Acceptance after the final Phase constitutes Conditional Acceptance of the entire Solution. Unless the Project Schedule determines otherwise, the Acceptance Test Period for User Acceptance Testing will be.days, Vendor and ECIC will work diligently to put the Phase into Go Live operations. V. Final Acceptance involves use of the Solution in totality in production operations for a period of.. days. It will include use of the Phases and/or the System previously tested and conditionally accepted. If after days the Solution performs without Defects, the ECIC and the Vendor will both issue and execute a Final Acceptance of the Phase. The time frame for Final Acceptance will stop if Defects are found during production use and prevent further production use of the Solution. The Final Acceptance process will resume on the date the Defect is confirmed as fixed and will continue for the remainder of the Final Acceptance time frame. There will be a Final Acceptance for each Phase; Final Acceptance after the final Phase constitutes Final Acceptance of the entire Solution Payment Terms Specific payment terms will be negotiated as part of the final contract. It is expected that certain payments will be made upon delivery of the hardware and software with additional payments made based on specific project milestones. Vendor shall submit to the ECIC for its review a pay request in a form agreeable to the ECIC. The pay request shall be accompanied by such supporting documentation as required by the ECIC. 33

34 10.20 Travel Expense Reimbursement All travel expense costs must be included in the Vendor s fixed price cost. ECIC will not make a separate payment for reimbursable expenses. ECIC shall not be liable for additional travel costs incurred due for any reason outside ECIC s control Conflict of Interest The Vendor shall not employ as a director, officer, employee, agent, or subcontractor any elected or appointed official of the ECIC or any member of his/her immediate family Intellectual Property All information, data, programs, publications & media created specifically for and paid for by the ECIC or as a result of the work identified in this Agreement is the property of the ECIC unless otherwise noted, copyright protected, or defined or agreed to by both parties to this Agreement. 34

35 11 ANNEXURE A General Conditions of Contract 35

36 THE NATIONAL TREASURY Republic of South Africa GOVERNMENT PROCUREMENT: GENERAL CONDITIONS OF CONTRACT July

37 GOVERNMENT PROCUREMENT GENERAL CONDITIONS OF CONTRACT July 2010 NOTES The purpose of this document is to: (i) (ii) Draw special attention to certain general conditions applicable to government bids, contracts and orders; and To ensure that clients be familiar with regard to the rights and obligations of all parties involved in doing business with government. In this document words in the singular also mean in the plural and vice versa and words in the masculine also mean in the feminine and neuter. The General Conditions of Contract will form part of all bid documents and may not be amended. Special Conditions of Contract (SCC) relevant to a specific bid, should be compiled separately for every bid (if (applicable) and will supplement the General Conditions of Contract. Whenever there is a conflict, the provisions in the SCC shall prevail. 37

38 TABLE OF CLAUSES 1. Definitions 2. Application 3. General 4. Standards 5. Use of contract documents and information; inspection 6. Patent rights 7. Performance security 8. Inspections, tests and analysis 9. Packing 10. Delivery and documents 11. Insurance 12. Transportation 13. Incidental services 14. Spare parts 15. Warranty 16. Payment 17. Prices 18. Contract amendments 19. Assignment 20. Subcontracts 21. Delays in the supplier s performance 22. Penalties 23. Termination for default 24. Dumping and countervailing duties 25. Force Majeure 26. Termination for insolvency 27. Settlement of disputes 28. Limitation of liability 29. Governing language 30. Applicable law 31. Notices 32. Taxes and duties 33. National Industrial Participation Programme (NIPP) 34. Prohibition of restrictive practices 38

39 General Conditions of Contract 1. Definitions 1. The following terms shall be interpreted as indicated: 1.1 Closing time means the date and hour specified in the bidding documents for the receipt of bids. 1.2 Contract means the written agreement entered into between the purchaser and the supplier, as recorded in the contract form signed by the parties, including all attachments and appendices thereto and all documents incorporated by reference therein. 1.3 Contract price means the price payable to the supplier under the contract for the full and proper performance of his contractual obligations. 1.4 Corrupt practice means the offering, giving, receiving, or soliciting of any thing of value to influence the action of a public official in the procurement process or in contract execution. 1.5 "Countervailing duties" are imposed in cases where an enterprise abroad is subsidized by its government and encouraged to market its products internationally. 1.6 Country of origin means the place where the goods were mined, grown or produced or from which the services are supplied. Goods are produced when, through manufacturing, processing or substantial and major assembly of components, a commercially recognized new product results that is substantially different in basic characteristics or in purpose or utility from its components. 1.7 Day means calendar day. 1.8 Delivery means delivery in compliance of the conditions of the contract or order. 1.9 Delivery ex stock means immediate delivery directly from stock actually on hand Delivery into consignees store or to his site means delivered and unloaded in the specified store or depot or on the specified site in compliance with the conditions of the contract or order, the supplier bearing all risks and charges involved until the supplies are so delivered and a valid receipt is obtained "Dumping" occurs when a private enterprise abroad market its goods on own initiative in the RSA at lower prices than that of the country of origin and which have the potential to harm the local industries in the 39

40 RSA Force majeure means an event beyond the control of the supplier and not involving the supplier s fault or negligence and not foreseeable. Such events may include, but is not restricted to, acts of the purchaser in its sovereign capacity, wars or revolutions, fires, floods, epidemics, quarantine restrictions and freight embargoes Fraudulent practice means a misrepresentation of facts in order to influence a procurement process or the execution of a contract to the detriment of any bidder, 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 bidder of the benefits of free and open competition GCC means the General Conditions of Contract Goods means all of the equipment, machinery, and/or other materials that the supplier is required to supply to the purchaser under the contract Imported content means that portion of the bidding price represented by the cost of components, parts or materials which have been or are still to be imported (whether by the supplier or his subcontractors) and which costs are inclusive of the costs abroad, plus freight and other direct importation costs such as landing costs, dock dues, import duty, sales duty or other similar tax or duty at the South African place of entry as well as transportation and handling charges to the factory in the Republic where the supplies covered by the bid will be manufactured Local content means that portion of the bidding price which is not included in the imported content provided that local manufacture does take place Manufacture means the production of products in a factory using labour, materials, components and machinery and includes other related value-adding activities Order means an official written order issued for the supply of goods or works or the rendering of a service Project site, where applicable, means the place indicated in bidding documents Purchaser means the organization purchasing the goods Republic means the Republic of South Africa SCC means the Special Conditions of Contract Services means those functional services ancillary to the supply of the goods, such as transportation and any other incidental services, such as installation, commissioning, provision of technical assistance, training, catering, gardening, security, maintenance and other such 40

41 obligations of the supplier covered under the contract Written or in writing means handwritten in ink or any form of electronic or mechanical writing. 2. Application 2.1 These general conditions are applicable to all bids, contracts and orders including bids for functional and professional services, sales, hiring, letting and the granting or acquiring of rights, but excluding immovable property, unless otherwise indicated in the bidding documents. 2.2 Where applicable, special conditions of contract are also laid down to cover specific supplies, services or works. 2.3 Where such special conditions of contract are in conflict with these general conditions, the special conditions shall apply. 3. General 3.1 Unless otherwise indicated in the bidding documents, the purchaser shall not be liable for any expense incurred in the preparation and submission of a bid. Where applicable a non-refundable fee for documents may be charged. 3.2 With certain exceptions, invitations to bid are only published in the Government Tender Bulletin. The Government Tender Bulletin may be obtained directly from the Government Printer, Private Bag X85, Pretoria 0001, or accessed electronically from 4. Standards 4.1 The goods supplied shall conform to the standards mentioned in the bidding documents and specifications. 5. Use of 5.1 The supplier shall not, without the purchaser s prior written consent, contract disclose the contract, or any provision thereof, or any specification, documents plan, drawing, pattern, sample, or information furnished by or on and behalf of the purchaser in connection therewith, to any person other information; than a person employed by the supplier in the performance of the inspection. contract. Disclosure to any such employed person shall be made in confidence and shall extend only so far as may be necessary for purposes of such performance. 5.2 The supplier shall not, without the purchaser s prior written consent, make use of any document or information mentioned in GCC clause 5.1 except for purposes of performing the contract. 5.3 Any document, other than the contract itself mentioned in GCC clause 5.1 shall remain the property of the purchaser and shall be returned (all copies) to the purchaser on completion of the supplier s performance under the contract if so required by the purchaser. 5.4 The supplier shall permit the purchaser to inspect the supplier s records relating to the performance of the supplier and to have them audited by auditors appointed by the purchaser, if so required by the purchaser. 6. Patent rights 6.1 The supplier shall indemnify the purchaser against all third-party claims of infringement of patent, trademark, or industrial design rights arising from use of the goods or any part thereof by the purchaser. 41

42 7. Performance security 7.1 Within thirty (30) days of receipt of the notification of contract award, the successful bidder shall furnish to the purchaser the performance security of the amount specified in SCC. 7.2 The proceeds of the performance security shall be payable to the purchaser as compensation for any loss resulting from the supplier s failure to complete his obligations under the contract. 7.3 The performance security shall be denominated in the currency of the contract, or in a freely convertible currency acceptable to the purchaser and shall be in one of the following forms: (a) (b) a bank guarantee or an irrevocable letter of credit issued by a reputable bank located in the purchaser s country or abroad, acceptable to the purchaser, in the form provided in the bidding documents or another form acceptable to the purchaser; or a cashier s or certified cheque 7.4 The performance security will be discharged by the purchaser and returned to the supplier not later than thirty (30) days following the date of completion of the supplier s performance obligations under the contract, including any warranty obligations, unless otherwise specified in SCC. 8. Inspections, tests and analyses 8.1 All pre-bidding testing will be for the account of the bidder. 8.2 If it is a bid condition that supplies to be produced or services to be rendered should at any stage during production or execution or on completion be subject to inspection, the premises of the bidder or contractor shall be open, at all reasonable hours, for inspection by a representative of the Department or an organization acting on behalf of the Department. 8.3 If there are no inspection requirements indicated in the bidding documents and no mention is made in the contract, but during the contract period it is decided that inspections shall be carried out, the purchaser shall itself make the necessary arrangements, including payment arrangements with the testing authority concerned. 8.4 If the inspections, tests and analyses referred to in clauses 8.2 and 8.3 show the supplies to be in accordance with the contract requirements, the cost of the inspections, tests and analyses shall be defrayed by the purchaser. 8.5 Where the supplies or services referred to in clauses 8.2 and 8.3 do not comply with the contract requirements, irrespective of whether such supplies or services are accepted or not, the cost in connection with these inspections, tests or analyses shall be defrayed by the supplier. 8.6 Supplies and services which are referred to in clauses 8.2 and 8.3 and which do not comply with the contract requirements may be rejected. 8.7 Any contract supplies may on or after delivery be inspected, tested or 42

43 analyzed and may be rejected if found not to comply with the requirements of the contract. Such rejected supplies shall be held at the cost and risk of the supplier who shall, when called upon, remove them immediately at his own cost and forthwith substitute them with supplies which do comply with the requirements of the contract. Failing such removal the rejected supplies shall be returned at the suppliers cost and risk. Should the supplier fail to provide the substitute supplies forthwith, the purchaser may, without giving the supplier further opportunity to substitute the rejected supplies, purchase such supplies as may be necessary at the expense of the supplier. 8.8 The provisions of clauses 8.4 to 8.7 shall not prejudice the right of the purchaser to cancel the contract on account of a breach of the conditions thereof, or to act in terms of Clause 23 of GCC. 9. Packing 9.1 The supplier shall provide such packing of the goods as is required to prevent their damage or deterioration during transit to their final destination, as indicated in the contract. The packing shall be sufficient to withstand, without limitation, rough handling during transit and exposure to extreme temperatures, salt and precipitation during transit, and open storage. Packing, case size and weights shall take into consideration, where appropriate, the remoteness of the goods final destination and the absence of heavy handling facilities at all points in transit. 10. Delivery and documents 9.2 The packing, marking, and documentation within and outside the packages shall comply strictly with such special requirements as shall be expressly provided for in the contract, including additional requirements, if any, specified in SCC, and in any subsequent instructions ordered by the purchaser Delivery of the goods shall be made by the supplier in accordance with the terms specified in the contract. The details of shipping and/or other documents to be furnished by the supplier are specified in SCC Documents to be submitted by the supplier are specified in SCC. 11. Insurance 11.1 The goods supplied under the contract shall be fully insured in a freely convertible currency against loss or damage incidental to manufacture or acquisition, transportation, storage and delivery in the manner specified in the SCC. 12. Transportation 12.1 Should a price other than an all-inclusive delivered price be required, this shall be specified in the SCC. 13. Incidental 13.1 The supplier may be required to provide any or all of the following services services, including additional services, if any, specified in SCC: (a) (b) (c) performance or supervision of on-site assembly and/or commissioning of the supplied goods; furnishing of tools required for assembly and/or maintenance of the supplied goods; furnishing of a detailed operations and maintenance manual for each appropriate unit of the supplied goods; 43

44 (d) (e) performance or supervision or maintenance and/or repair of the supplied goods, for a period of time agreed by the parties, provided that this service shall not relieve the supplier of any warranty obligations under this contract; and training of the purchaser s personnel, at the supplier s plant and/or on-site, in assembly, start-up, operation, maintenance, and/or repair of the supplied goods Prices charged by the supplier for incidental services, if not included in the contract price for the goods, shall be agreed upon in advance by the parties and shall not exceed the prevailing rates charged to other parties by the supplier for similar services. 14. Spare parts 14.1 As specified in SCC, the supplier may be required to provide any or all of the following materials, notifications, and information pertaining to spare parts manufactured or distributed by the supplier: (a) such spare parts as the purchaser may elect to purchase from the supplier, provided that this election shall not relieve the supplier of any warranty obligations under the contract; and (b) in the event of termination of production of the spare parts: (i) Advance notification to the purchaser of the pending termination, in sufficient time to permit the purchaser to procure needed requirements; and (ii) following such termination, furnishing at no cost to the purchaser, the blueprints, drawings, and specifications of the spare parts, if requested. 15. Warranty 15.1 The supplier warrants that the goods supplied under the contract are new, unused, of the most recent or current models, and that they incorporate all recent improvements in design and materials unless provided otherwise in the contract. The supplier further warrants that all goods supplied under this contract shall have no defect, arising from design, materials, or workmanship (except when the design and/or material is required by the purchaser s specifications) or from any act or omission of the supplier, that may develop under normal use of the supplied goods in the conditions prevailing in the country of final destination This warranty shall remain valid for twelve (12) months after the goods, or any portion thereof as the case may be, have been delivered to and accepted at the final destination indicated in the contract, or for eighteen (18) months after the date of shipment from the port or place of loading in the source country, whichever period concludes earlier, unless specified otherwise in SCC The purchaser shall promptly notify the supplier in writing of any claims arising under this warranty Upon receipt of such notice, the supplier shall, within the period specified in SCC and with all reasonable speed, repair or replace the defective goods or parts thereof, without costs to the purchaser If the supplier, having been notified, fails to remedy the defect(s) within the period specified in SCC, the purchaser may proceed to take 44

45 such remedial action as may be necessary, at the supplier s risk and expense and without prejudice to any other rights which the purchaser may have against the supplier under the contract. 16. Payment 16.1 The method and conditions of payment to be made to the supplier under this contract shall be specified in SCC The supplier shall furnish the purchaser with an invoice accompanied by a copy of the delivery note and upon fulfillment of other obligations stipulated in the contract Payments shall be made promptly by the purchaser, but in no case later than thirty (30) days after submission of an invoice or claim by the supplier Payment will be made in Rand unless otherwise stipulated in SCC. 17. Prices 17.1 Prices charged by the supplier for goods delivered and services performed under the contract shall not vary from the prices quoted by the supplier in his bid, with the exception of any price adjustments authorized in SCC or in the purchaser s request for bid validity extension, as the case may be. 18. Contract amendments 18.1 No variation in or modification of the terms of the contract shall be made except by written amendment signed by the parties concerned. 19. Assignment 19.1 The supplier shall not assign, in whole or in part, its obligations to perform under the contract, except with the purchaser s prior written consent. 20. Subcontracts 20.1 The supplier shall notify the purchaser in writing of all subcontracts awarded under this contracts if not already specified in the bid. Such notification, in the original bid or later, shall not relieve the supplier from any liability or obligation under the contract. 21. Delays in the supplier s performance 21.1 Delivery of the goods and performance of services shall be made by the supplier in accordance with the time schedule prescribed by the purchaser in the contract If at any time during performance of the contract, the supplier or its subcontractor(s) should encounter conditions impeding timely delivery of the goods and performance of services, the supplier shall promptly notify the purchaser in writing of the fact of the delay, its likely duration and its cause(s). As soon as practicable after receipt of the supplier s notice, the purchaser shall evaluate the situation and may at his discretion extend the supplier s time for performance, with or without the imposition of penalties, in which case the extension shall be ratified by the parties by amendment of contract No provision in a contract shall be deemed to prohibit the obtaining of supplies or services from a national department, provincial department, or a local authority The right is reserved to procure outside of the contract small quantities or to have minor essential services executed if an emergency arises, the 45

46 supplier s point of supply is not situated at or near the place where the supplies are required, or the supplier s services are not readily available Except as provided under GCC Clause 25, a delay by the supplier in the performance of its delivery obligations shall render the supplier liable to the imposition of penalties, pursuant to GCC Clause 22, unless an extension of time is agreed upon pursuant to GCC Clause 21.2 without the application of penalties Upon any delay beyond the delivery period in the case of a supplies contract, the purchaser shall, without canceling the contract, be entitled to purchase supplies of a similar quality and up to the same quantity in substitution of the goods not supplied in conformity with the contract and to return any goods delivered later at the supplier s expense and risk, or to cancel the contract and buy such goods as may be required to complete the contract and without prejudice to his other rights, be entitled to claim damages from the supplier. 22. Penalties 22.1 Subject to GCC Clause 25, if the supplier fails to deliver any or all of the goods or to perform the services within the period(s) specified in the contract, the purchaser shall, without prejudice to its other remedies under the contract, deduct from the contract price, as a penalty, a sum calculated on the delivered price of the delayed goods or unperformed services using the current prime interest rate calculated for each day of the delay until actual delivery or performance. The purchaser may also consider termination of the contract pursuant to GCC Clause Termination for default 23.1 The purchaser, without prejudice to any other remedy for breach of contract, by written notice of default sent to the supplier, may terminate this contract in whole or in part: (a) (b) (c) if the supplier fails to deliver any or all of the goods within the period(s) specified in the contract, or within any extension thereof granted by the purchaser pursuant to GCC Clause 21.2; if the Supplier fails to perform any other obligation(s) under the contract; or if the supplier, in the judgment of the purchaser, has engaged in corrupt or fraudulent practices in competing for or in executing the contract In the event the purchaser terminates the contract in whole or in part, the purchaser may procure, upon such terms and in such manner as it deems appropriate, goods, works or services similar to those undelivered, and the supplier shall be liable to the purchaser for any excess costs for such similar goods, works or services. However, the supplier shall continue performance of the contract to the extent not terminated Where the purchaser terminates the contract in whole or in part, the purchaser may decide to impose a restriction penalty on the supplier by prohibiting such supplier from doing business with the public sector for a period not exceeding 10 years If a purchaser intends imposing a restriction on a supplier or any 46

47 person associated with the supplier, the supplier will be allowed a time period of not more than fourteen (14) days to provide reasons why the envisaged restriction should not be imposed. Should the supplier fail to respond within the stipulated fourteen (14) days the purchaser may regard the intended penalty as not objected against and may impose it on the supplier Any restriction imposed on any person by the Accounting Officer / Authority will, at the discretion of the Accounting Officer / Authority, also be applicable to any other enterprise or any partner, manager, director or other person who wholly or partly exercises or exercised or may exercise control over the enterprise of the first-mentioned person, and with which enterprise or person the first-mentioned person, is or was in the opinion of the Accounting Officer / Authority actively associated If a restriction is imposed, the purchaser must, within five (5) working days of such imposition, furnish the National Treasury, with the following information: (i) the name and address of the supplier and / or person restricted by the purchaser; (ii) the date of commencement of the restriction (iii) the period of restriction; and (iv) the reasons for the restriction. These details will be loaded in the National Treasury s central database of suppliers or persons prohibited from doing business with the public sector If a court of law convicts a person of an offence as contemplated in sections 12 or 13 of the Prevention and Combating of Corrupt Activities Act, No. 12 of 2004, the court may also rule that such person s name be endorsed on the Register for Tender Defaulters. When a person s name has been endorsed on the Register, the person will be prohibited from doing business with the public sector for a period not less than five years and not more than 10 years. The National Treasury is empowered to determine the period of restriction and each case will be dealt with on its own merits. According to section 32 of the Act the Register must be open to the public. The Register can be perused on the National Treasury website. 24. Anti-dumping and countervailing duties and rights 24.1 When, after the date of bid, provisional payments are required, or antidumping or countervailing duties are imposed, or the amount of a provisional payment or anti-dumping or countervailing right is increased in respect of any dumped or subsidized import, the State is not liable for any amount so required or imposed, or for the amount of any such increase. When, after the said date, such a provisional payment is no longer required or any such anti-dumping or countervailing right is abolished, or where the amount of such provisional payment or any such right is reduced, any such favourable difference shall on demand be paid forthwith by the contractor to the State or the State may deduct such amounts from moneys (if any) which may otherwise be due to the contractor in regard to supplies or services which he delivered or rendered, or is to deliver or render in terms of the contract or any other contract or any other amount which 47

48 25. Force Majeure may be due to him 25.1 Notwithstanding the provisions of GCC Clauses 22 and 23, the supplier shall not be liable for forfeiture of its performance security, damages, or termination for default if and to the extent that his delay in performance or other failure to perform his obligations under the contract is the result of an event of force majeure If a force majeure situation arises, the supplier shall promptly notify the purchaser in writing of such condition and the cause thereof. Unless otherwise directed by the purchaser in writing, the supplier shall continue to perform its obligations under the contract as far as is reasonably practical, and shall seek all reasonable alternative means for performance not prevented by the force majeure event. 26. Termination for insolvency 27. Settlement of Disputes 26.1 The purchaser may at any time terminate the contract by giving written notice to the supplier if the supplier becomes bankrupt or otherwise insolvent. In this event, termination will be without compensation to the supplier, provided that such termination will not prejudice or affect any right of action or remedy which has accrued or will accrue thereafter to the purchaser If any dispute or difference of any kind whatsoever arises between the purchaser and the supplier in connection with or arising out of the contract, the parties shall make every effort to resolve amicably such dispute or difference by mutual consultation If, after thirty (30) days, the parties have failed to resolve their dispute or difference by such mutual consultation, then either the purchaser or the supplier may give notice to the other party of his intention to commence with mediation. No mediation in respect of this matter may be commenced unless such notice is given to the other party Should it not be possible to settle a dispute by means of mediation, it may be settled in a South African court of law Mediation proceedings shall be conducted in accordance with the rules of procedure specified in the SCC Notwithstanding any reference to mediation and/or court proceedings herein, (a) the parties shall continue to perform their respective obligations under the contract unless they otherwise agree; and (b) the purchaser shall pay the supplier any monies due the supplier. 28. Limitation of liability 28.1 Except in cases of criminal negligence or willful misconduct, and in the case of infringement pursuant to Clause 6; (a) the supplier shall not be liable to the purchaser, whether in contract, tort, or otherwise, for any indirect or consequential loss or damage, loss of use, loss of production, or loss of profits or interest costs, provided that this exclusion shall not apply to any obligation of the supplier to pay penalties and/or damages to the purchaser; and 48

49 29. Governing language 30. Applicable law (b) the aggregate liability of the supplier to the purchaser, whether under the contract, in tort or otherwise, shall not exceed the total contract price, provided that this limitation shall not apply to the cost of repairing or replacing defective equipment The contract shall be written in English. All correspondence and other documents pertaining to the contract that is exchanged by the parties shall also be written in English The contract shall be interpreted in accordance with South African laws, unless otherwise specified in SCC. 31. Notices 31.1 Every written acceptance of a bid shall be posted to the supplier concerned by registered or certified mail and any other notice to him shall be posted by ordinary mail to the address furnished in his bid or to the address notified later by him in writing and such posting shall be deemed to be proper service of such notice 32. Taxes and duties 31.2 The time mentioned in the contract documents for performing any act after such aforesaid notice has been given, shall be reckoned from the date of posting of such notice A foreign supplier shall be entirely responsible for all taxes, stamp duties, license fees, and other such levies imposed outside the purchaser s country A local supplier shall be entirely responsible for all taxes, duties, license fees, etc., incurred until delivery of the contracted goods to the purchaser No contract shall be concluded with any bidder whose tax matters are not in order. Prior to the award of a bid the Department must be in possession of a tax clearance certificate, submitted by the bidder. This certificate must be an original issued by the South African Revenue Services. 33. National 33.1 The NIP Programme administered by the Department of Trade and Industrial Participatio n (NIP) NIP obligation. Programme Industry shall be applicable to all contracts that are subject to the 34 Prohibition of Restrictive practices 34.1 In terms of section 4 (1) (b) (iii) of the Competition Act No. 89 of 1998, as amended, an agreement between, or concerted practice by, firms, or a decision by an association of firms, is prohibited if it is between parties in a horizontal relationship and if a bidder (s) is / are or a contractor(s) was / were involved in collusive bidding (or bid rigging) If a bidder(s) or contractor(s), based on reasonable grounds or evidence obtained by the purchaser, has / have engaged in the restrictive practice referred to above, the purchaser may refer the matter to the Competition Commission for investigation and possible imposition of administrative penalties as contemplated in the Competition Act No. 89 of

50 Terms of Reference AUGUST If a bidder(s) or contractor(s), has / have been found guilty by the Competition Commission of the restrictive practice referred to above, the purchaser may, in addition and without prejudice to any other remedy provided for, invalidate the bid(s) for such item(s) offered, and / or terminate the contract in whole or part, and / or restrict the bidder(s) or contractor(s) from conducting business with the public sector for a period not exceeding ten (10) years and / or claim damages from the bidder(s) or contractor(s) concerned. Js General Conditions of Contract (revised July 2010) 50

51 Terms of Reference AUGUST ANNEXURE B Bid Response Document Technical Proposal 51

52 Terms of Reference AUGUST ANNEXURE C Bid Response Document Price Proposal 52

53 Terms of Reference AUGUST ANNEXURE D ERP Software and Implementation Services Specifications.xlsx 53

54 Terms of Reference AUGUST ANNEXURE E ERP Software and Implementation Services Price Schedule.xlsx 54