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Mumias Sugar Company Limited

MSC-06-2015

Request for proposals for the Provision of Corporate insurance

Risk Management and Advisory services

Mumias Sugar Company Limited,Private Bag

Mumias, Kenya.

Website: www.Mumias Sugar.com

August, 2015



REQUEST FOR PROVISION OF CORPORATE INSURANCE RISK MANAGEMENT & ADVISORY SERVICES |PAGE 1

TABLE OF CONTENTS

:

SECTION A - INVITATION TO TENDER ................................................................................... 2

SECTION B: - INFORMATION TO CONSULTANTS .......................................................... 3-13

SECTION C – TERMS OF REFERENCE.................................................................. ................ 14

SECTION D – TECHNICAL SPECIFICATIONS ....................................................................... 15

SECTION G – STANDARD FORM OF CONTRACT .......................................................... 16-17

G(I). General Conditions of Contract .................................................................................. 18-19

G(II). General Conditions of Contract .................................................................................. 20-36

G(III). Special Conditions of Contract .................................................................................... 37-39

Appendix “A” .................................................................................................................................40Appendix B—TECHNICAL PROPOSAL-STANDARD FORMS ...................................... 41-49Appendix C—FINANCIAL PROPOSAL-STANDARD FORMS ....................................... 50-56

PERFORMANCE SECURITY FORM ........................................................................................... 57

MANDATORY BUSINESS QUESTIONNAIRE.................................................................. 58-60




SECTION A - INVITATION TO TENDER

Mumias SugarCompany Ltd (herein referred to as “Mumias Sugar”) invites proposals

from eligible candidates for “REQUEST FOR PROPOSALS FOR PROVISION OF

CORPORATE INSURANCE RISK MANAGEMENT AND ADVISORY SERVICES ‘’

whose specifications are detailed in the Request for Proposals documents.

Interested firms may obtain further information from the office of the Chief Supply Chain

Officer,located at Mumias Factoryor throughTel: (254) (056) 641620 / 641621, Email:

[email protected] normal working days beginning date of advert

Where the tender document may be collected upon payment of a non-refundable fee per tender

document of KShs.5,000.00only payable to Mumias Sugar Company Ltd, Account No.

0800263393821Equity Bank, Enterprise Road NairobiBranch. The document can also be viewed

and downloaded from the website www.mumias-sugar.com. Bidders who download the tender

document from the website must forward their particulars immediately to tenders@mumias-

sugar.com to facilitate any further tender clarification and addenda and would be required to pay a

reduced fee of Kshs 3,000.00 per tender document.

Tenders accompanied by tender document payment slip and a security bond where appropriate in

the form and amount specified must be delivered in plain sealed envelope marked tender number

before the closing date to the following address: -

The Chief Executive Officer

Mumias Sugar Company Limited,

Private Bag,

MUMIAS, Kenya.

The tenders should be dropped in the tender box on the first floor of the main Administration Block

at Mumias Sugar Factory.

Tenders will be opened soon after the closing time in the presence of the candidates’

representatives who choose to attend at Mumias Sugar Company Administration block board room.

CHIEF SUPPLY CHAIN OFFICER

mailto:[email protected]

http://www.mumias-sugar.com/















SECTION B: - INFORMATION TO CONSULTANTS

1. Introduction

1.1

Mumias Sugar will select a firm among those invited to submit a proposal inaccordance with the method of selection detailed under this section

1.2

The Consultants are invited to submit a Technical Proposal and a FinancialProposal for theconsulting services required for the assignment named inthe Letter of Invitation. The proposal will be the basis for Contractnegotiations and ultimately for a signed Contract with the selected firm.

1.3 The Consultant must make themselves familiar with conditions prevailing inMumias Sugarand take them into account in preparing their proposals. Toobtain first hand information on the assignment, consultants are encouragedto liaisewith Mumias Sugar regarding any information that they may require

before submitting a proposal. Consultants should contact the officials namedin Appendix “A” to arrange to obtain additional information wherenecessary.

1.4 Please note that (i) the costs of preparing the proposal and of negotiating theContract, including any visit to Mumias Sugarprior to submission of thisTender, are NOTreimbursable as a direct cost of the assignment; and (ii)Mumias Sugar is not bound to accept any of the proposals submitted.

1.5 Mumias Sugar’s policy requires that Consultants provide professional,

objective, and impartial advice and at all times hold Mumias Sugar’sinterests paramount, without any consideration for future work, and strictlyavoid conflicts with other assignments or their own corporate interests.Consultants shall not be hired for any assignment that would be in conflictwith their prior or current obligations to other clients, or that may placethem in a position of not being able to carry out the assignment in the bestinterest of the Mumias Sugar.

1.6 (1) Without limitation on the generality of this rule, Consultants shall not behired under the circumstances set forth below:

(a) Consultants or any of their affiliates shall not be hired for anyassignment which, by its nature, may be in conflict with anotherassignment of the Consultant.

1.6 (2) Any previous or ongoing participation in relation to the assignment bythe firm, its professional staff, or its affiliates or associates under a contractwith Mumias Sugarmay result in rejection of the proposal. Consultant must clarify their situation in that respect with Mumias Sugar before preparingthe proposal.




2. Clarification and Amendment Of RFP Documents

2.1

Consultants may request a clarification on any of the RFP documents onlyup to five [5] days before the proposal submission date. Any request forclarification mustbe sent in writing by paper mail, cable, telex, facsimile

orelectronic mail to Mumias Sugar’s address indicated in Appendix “A”.Mumias Sugar will respond by cable or electronic mail or paper mail tosuch requests and will send written copies of the response (but withoutidentifying the source of inquiry) to all invited consultants who have beeninvited to submit proposals.

2.2 At any time before the submission of proposals, Mumias Sugar may for anyreason, whether at his own initiative or in response to a clarificationrequested by an invited firm, amend the RFP. Any amendment shall be

issued in writing through addenda. Addenda shall be sent by paper mailmail, cable, telex or facsimile to all invited consultants and will be bindingon them.

2.3 Mumias Sugar may at its discretion, extend the deadline for submission ofproposals

3. TECHNICAL PROPOSAL

3.1 Preparation of Proposals

3.1.1

In preparing the Technical Proposal, consultants are expected to examinetheProposaldocuments constituting this RFP in detail. Material deficienciesin providing the information requestedmay result in rejection of a proposal.

3.1.2 The Consultants proposal shall be written in English language

3.1.3

While preparing the Technical Proposal, consultants must give particular

attention to the following:

(i) Joint Ventures/ Sub Consultancy If a firm considers that it does not have all the expertise for the assignment,it may obtain a full range of expertise by associating with individualconsultant(s) and/or other firms or entities in a joint venture or subconsultancy as appropriate. Proof must be submitted in the form of a JointVenture Agreement which must specify;-

• the roles of each joint venture party,

• Indicate the proportion ( or %) accountability of each party

•

Indicate the Lead Role in the joint venture




Note that in the event of an award to a joint venture, the Lead Role will beaccountable on behalf of the joint venture, which will be jointly andseverally liable.

3.1 Preparation of Proposals (contd…)

(ii) It is desirable that the majority of the key professional staff proposedbe permanent employees of the firm or has an extended and stableworking relationship with it.

(iii) Alternative professional staff shall not be proposed during theBidding process and only one Curriculum Vitae (CV) may besubmitted for each position. Format is as provided on Appendix C

3.1.4 The Technical Proposal shall provide the information using the attachedStandard Forms below, where applicable;

•

Appendix B- Technical proposal Standard Forms

3.2 MANDATORY Documents For Submission Bidders must meet the qualification criteria and submit the mandatoryrequirements stipulated below to qualify to be considered for furtherevaluation.Bids sent without the below documents will not be evaluatedfurther.

3.2.1 Must have been in existence for a minimum of 5 years – attach proof.

3.2.2

Professional Indemnity cover ofKshs 20Million(or equivalent in otherdenominations)

3.2.3 The consultant firm should be a registered business entity (or limitedliability company). Attach adequate proof.

3.2.4 The Consultant must complete Mandatory Business Questionnaire onPage. 58 (excluding Part2 (a)) and also indicate the physical address of thebusiness premises and directors of the firm.

3.2.5

Must have undertaken Risk Management Consultancy servicesfor a firm inthe Manufacturing sector but preferable the Sugar Sector as an added

advantage, on buildings, plant & or Machinery - attach Appendix B (ii)asproof(one client only) indicating the asset-base of such a client orcompleted by your

3.2.6 Must submit 5 Major clientletters/referenceswhom Risk managementConsultancy services of buildings, plant & or Machinery have beenconducted in the last 10 years. Must attach Appendix B (ii) dulycompletedand stamped by the client.

3.2.7

A brief description of the organization / company profile, showing the firmsinvolvement in Risk Management Consultancy exercise.




3.2.8 A description of the methodology and work plan for performing theassignment.Under the work plan, Consultant must indicate the estimates ofthe duration the assignment is expected to take. Information on the companymay be obtained from the website www.Mumias-Sugar.com

3.2 MANDATORY documents for submission (contd…)

3.2.9 Proposed Staff (See Section F for specifications)a)

Technical Staff - Must submit Five (5) CVs/Resumes for Technical Staffwhich must be signed by the proposed professional staff andanauthorized representative should also sign and stamp the CV. SuchTechnical Staff must conform to Section F in terms of experience andother conditions. For CV Format, attach Appendix B (vi) dulycompleted

b) Team Lead - Submit the proposed Team Lead CV as per Appendix B (vi).Such Team Lead must conform to Section F

c) Proposed Team - The list of the proposed staff team, the tasks that would

be assigned to each staff team member and their proposed timings.attach Appendix B (v) duly completed

d) Experience – Attach a list of 5 risk Management assignments undertakenby each technical staff and the Team lead, respectively.

e) Section F - The Consultantand any proposed staff must meet the

minimum qualifying criteria stipulated in Section F (TechnicalSpecifications). Consultants who do not meet the technical criteria willnot be considered for evaluation.

3.3 Other Important relevant information for preparation

3.3.1 The following will be an added advantage (Attach proof for consideration) -

Membership of reputable Risk Management Institutions.- Rating by a reputable Organisation/Agency.

3.3.2 Any comments or suggestions on the Terms of Reference, and a list ofservices and facilities to be provided by Mumias Sugar, if any.

3.3.3 Any additional information requested3.3.4 The Technical Proposal shall not include any Financial Information.

3.4 Evaluation Of Technical Proposals

3.4.1 PreliminaryEvaluation; During Evaluation, Mumias Sugar will examine the tenders to determinewhether they are complete, whether the mandatory documents asstipulated in clause 3.2–Technical Proposal, have been submitted. Further,

Consultants who do not meet the technical criteria as per Section F,will not be considered for evaluation.




3.4.2 Mumias Sugar may waive any minor informality or non-conformity orirregularity in a tender which does not constitute a material deviation,provided such waiver does not prejudice or affect the relative ranking ofany tenderer.

3.4.3 The evaluation committee, appointed by Mumias Sugar as a whole, andeach of its members individually, evaluates the proposals on the basis oftheir responsiveness to the Terms of Reference, applying the evaluationcriteria, sub-criteria and point system specified in the Clause 3.5. Eachresponsive proposal will be given a technical score.

3.4.4 A proposal shall be rejected at this stage if it fails to achieve the

minimum technical score indicated in the clause 3.4.5

3.4.5 Total points scored in this evaluation will be summed to constitute atechnical score. A minimum qualifying mark of 60 points will berecommended to proceed to financial opening.

3.5 Technical Evaluation CriteriaThe number of points to be given under each of the evaluation criteria areshown in the table that follows, and are only considered wheremandatory documents have been submitted:

(i) Specific experience in Insurance Risks Management Services ;-

• Experience in large asset based company’s

•

Performance of the consultancy firm (see reference letters)

• Experience in the Sugar industry

•

Experience in Risk Management in a Manufacturing Firm

• Any rating or award by a reputable organization /Agency will beadded advantage

Points40

10

101055

(ii) Experience and qualifications of 5 key staff for the assignment

• Team Leader

•

Other Technical Staff

(5 staff each 6 marks)

*

40

10

30

(iii) Adequacy of the proposed work plan, methodology and workplan in responding to the Terms of Reference

• Technical Approach and methodology& ICT Application

• Quality of Work Plan and the duration the assignment isexpected to take

20

10

10

Total Points 100




A proposal shall be rejected at this stage if it does not achieve the minimumtechnical score of60 Points

4. Financial Proposal

4.1 Preparation of Financial Proposal

4.1.1

In preparing the Financial Proposal, consultants are expected totakeintoaccount the requirements and conditions outlined inthe RFP documents.The Financial Proposal should follow Standard Forms (Appendix C). Itlists all costs associated with the assignment including

(a) Remuneration for staff (foreign and local, in the field and atheadquarters), and

(b) Reimbursable expenses such as subsistence (per diem, housing),transportation (international and local, for mobilization anddemobilization), services and equipment (vehicles, office equipment,furniture, and supplies), office rent, insurance, printing of documents,surveys, and training, if it is a major component of the assignment.

4.1.2 If appropriate, these costs should be broken down by activity and, intolocal expenditures

4.1.3

The Financial Proposal should clearly estimate, as a separate amount, thelocal taxes (including social security), duties, fees, levies, and other charges

imposed under the applicable law, on the Consultant, the sub-Consultant,and their personnel (other than nationals or permanent residents ofKenya), unless the Technical Proposal Submission Form specifiesotherwise.

4.1.4 Consultants shall express the price of their services in Kenya Shillings(KES)

4.1.5

Commissions and gratuities, if any, paid or to be paid by Consultant andrelated to the assignment will be listed in the Financial Proposal

submission form (AppendixC(i)).

4.2.1 After the evaluation of the Technical Proposal is completed, Mumias Sugarshall notify the Consultants that have secured the minimum qualifyingmark, indicating the date and time set for opening the Financial Proposals.The notification may be sent by registered letter, facsimile, or

electronic mail.

4.2 Public Opening and Evaluation of Financial Proposals:




4.2.2 The Financial Proposals shall be opened publicly in the presence of theconsultants’ representatives who choose to attend.

4.2.3 Scores and the proposed prices shall be read and recorded when theFinancial Proposals are opened. Mumias Sugar shall prepare minutes ofthe public opening.

4.3 Evaluation of Financial Proposals:

4.3.1 The evaluation committee will determine whether the financial proposalsare complete (i.e. whether the consultant has costed all the items of thecorresponding Technical Proposal) and correct any computational errors.The cost of any unpriced items shall be assumed to be included in othercosts in the proposal. In all cases, the total price of the Financial Proposalas submitted shall prevail.

4.3.2

The weights given to the technical and Financial Proposals are:T= 0.7

P= 0.3WhereT is the weight given to the Technical Score while,

P is the weight given to the financial score. Thus T + P = 1.

Sf = 100 x Fm/F, in which Sf is the financial score, Fm is the lowest price and F the price of the proposal under consideration.

4.3.3

The firm achieving the highest combined technical and financial score

will be considered most responsive to this tender, and may be invited fornegotiations.

5 Tender Validity

5.1

The Proposal must remain valid for 120 days after the submission date.During this period, the consultant is expected to keep available, at his owncost, the professional staff proposed for the assignment. Mumias Sugar willmake its best effort to complete negotiations within this period. If MumiasSugar wishes to extend the validity period of the proposals, the consultantswho do not agree have the right not to extend the validity of their proposals.

6 Submission, Receipt, and Opening of Proposals

6.1 The original proposal (Technical Proposal and, if required, FinancialProposal; shall be prepared in indelible ink. It shall contain nointerlineations or overwriting, except as necessary to correct errors made bythe firm itself. Any such corrections must be initialled by the persons or

person who sign(s) the proposals




6.2 Each Proposal shall be marked “ORIGINAL” or “COPY” as appropriate. Ifthere are any discrepancies between the original and the copies of theproposal, the original governs.

6.3

The original and copies of the Technical Proposal shall be placed in a sealed

envelope clearly marked “TECHNICAL PROPOSAL.”Financial Aspects ofthe bid shall not be shown in the Technical Proposal. The original andcopies of the Financial Proposal shall be placed in a sealed envelope clearlymarked “FINANCIALPROPOSAL” and warning: “DO NOT OPEN WITH THE

TECHNICAL PROPOSAL.” Both envelopes shall be placed into an outerenvelope and sealed. This outer envelope shall bear the submission addressand be clearly marked, “DO NOT OPEN, EXCEPT IN PRESENCE OF THE

EVALUATION COMMITTEE.”

(a) andbe addressed to Mumias Sugar at the following address:

Chief Executive OfficerMumias Sugar Company LtdPrivate BagMumias, KENYA.

(b) Bear, “REQUEST FOR PROPOSALS FOR PROVISION OF CORPORATEINSURANCE RISK MANAGEMENT AND ADVISORY SERVICES’’

6.4 The inner envelopes shall also indicate the name and address of the bidder

to enable the tender to be returned unopened in case it is declared “late.”

6.5

If the outer envelope is not sealed and marked as required, Mumias Sugarwill assume no responsibility for the tender’s misplacement or prematureopening.

6.6 The completed Technical and Financial Proposals must be delivered at thesubmission address after the time and date stated in Section A. Anyproposal received after the closing time for submission of proposals shall be

returned to the respective consultant unopened.

6.7 After the deadline for submission of proposals, the Technical Proposal shallbe opened immediately by the Tender Opening committee. The FinancialProposal shall remain sealed and deposited with a responsible officer ofMumias Sugar until all submitted proposals are opened publicly.

7 Proposal Evaluation - General

7.1 From the time the proposals are opened to the time thecontract is awarded,

the consultants should not contact the Mumias Sugar on any matter related




firm whose proposal received the second highest score to negotiate acontract.

9 Award of Contract

9.1 The Contract will be awarded following negotiations. Mumias Sugar willpromptly notify other consultants on the shortlist that they wereunsuccessful and return the Financial Proposals of those consultants whodid not pass the technical evaluation.

9.2 The selected firm is expected to commence the assignment on the date and atthe location to be specified.

10

Confidentiality

10.1

Information relating to evaluation of proposals and Recommendationsconcerning awards shall not be disclosed to the consultants who submittedthe proposals or to other persons not officially concerned with the process,until the winning firm has been notified that it has been awarded theContract.




SECTION E – TERMS OF REFERENCE 1. Background

Mumias Sugar Company is Kenya’s leading producer of Sugar and diversified productswhich include Ethanol and Bottled Water. The Company also generates significant

quantities of electricity.

Our Vision is to be a world class integrated producer of Sugar and Green Energy &related products.

Mumias Sugar has operations located in the western part of the country, KakamegaCounty.

Mumias Sugar requires the professional services of a consultant, to provide the services inValuation of buildings, plant and machineryand insurance advisory services.

2. Purpose

The main objective of undertakingRisk management Consultancy servicewill be to;

• Identify priority exposures and suggest remedial action

• Provide a risk rating system which will allow the company improve its operatingsystems

• Have a report that will be recognized internationally by insurance markets

•

Be able to contain the cost of the risk

• Reduce and minimize the risk with a view to obtaining better rating of insurancesfrom the Insurance Regulatory Authority

• Re-arrange all insurances in place based on recommendations provided by the RiskManagement Consultancywith a view to optimizing the insurance covers ataffordable prices at the right values.

• Establish probability of self-insurance based on the exposure to risk

• Establish a proposal for reduction in premium ratings by the Insurance RegulatoryAuthority based on improved and demonstrated risk reduction.

•

Establish if local insurances are adequate for the size of Mumias Sugars risk andhow proposals for offshore insurance can be permitted by the Insurance RegulatoryAuthority, if they are more comprehensive and cost effective.

3. Final ReportThe final report should give more economic value to Mumias Sugar and concreteproposals for immediate or future reduction in Insurance costs and be delivered on time




The Consultant shall prepare or cause the Contractor to prepare and submit to MumiasSugar a full report upon completion of the task. The above documents shall also besubmitted in soft copy.




SECTION F – TECHNICAL SPECIFICATIONS

The Consultant must meet the minimum qualifying criteria stipulated below. Consultantswho do not meet the technical criteria will not be considered for evaluation.

The minimum total number of professional/technical staffrequired on this assignment is

as follows( See Appendix C(vi) for format) :

(i) Proposed Staff – years of experience;

• At least one of the proposed professional/technical staff must have aminimum of Seven (7) years experience in theRisk managementConsultancy(excluding team leader’s experience).

• All the other staff must have at least 5 years demonstrableexperience/knowledge.

(ii) Team Lead requirements

• Team leader must have at least five (5) years experience in management

•

Relevant experiencein the Risk Management Consultancy

• A minimum academic/technical qualification of a University degree

• The Team Leader should be a part of Senior Management

(iii) Experience

• The consultantshould have undertaken a minimum of five (5) riskmanagement tasks successfully. Submit a list of 5 assignments.

OTHER CONDITIONS(iv) Team members may only be replaced by people with similar qualifications

as set out here, and with the approval of Mumias sugar.

(v)

The assignment is expected to commence immediately after the date thecontract becomes effective.(vi) The assignentisexpected to takea maximum of Two (2) months

Therisk survey will be conducted in all of Mumias Sugar’s installations at the Mumias

Sugar Factory Complex and surrounding Sugar Cane Nucleus estate:




SECTION G – STANDARD FORM OF CONTRACT

CONTENTSContract for Consultant’s Services…………………………………………………

I Form of Contract………………………………………………………………..

II General Conditions of Contract………………………………………………

1. General Provisions…………………………………………………………

1.1 Definitions…………………………………………………….……1.2 Law Governing the Contract…………………………………..1.3

Language…………………………………………………………..1.4 Notices………………………………………………………………

1.5

Location…………………………………………………………….1.6

Authorized Representatives……………………………………1.7 Taxes and Duties…………………………………………………

2. Commencement, Completion, Modification andTermination of Contract…………………………………………………

2.1 Effectiveness of Contract………………………………………..

2.2 Commencement of Services……………………………………..

2.3

Expiration of Contract…………………………………………….

2.4 Modification………………………………………………………….

2.5 Force Majeure……………………………………………………….

2.5.1 Definition……………………………………………………..

2.5.2 No Breach of Contract……………………………………..

2.5.3 Extension of Time…………………………………………..

2.5.4 Payments……………………………………………………..

2.6 Termination………………………………………………………….

2.6.1 By Mumias Sugar………………………………………………

2.6.2 By the Consultant…………………………………………

2.6.3 Payment upon Termination………………………………




3. Obligations of the Consultant………………………………………….3.1 General………………………………………………………………..

Conflict of Interests…………………………………………………3.2.1 Consultant Not to Benefit from Commissions,

Discounts, etc……………………………………….3.2.2

Consultant and Affiliates Not to BeOtherwise Interested in Project………………….

3.2.3 Prohibition of Conflicting Activities…………………

3.3. Confidentiality……………………………………………….

3.4. Insurance to be Taken Out by the Consultant. ……….

3.5. Consultant’s Actions Requiring Mumias Sugar’s PriorApproval……….

3.6 Reporting Obligations………………………………

3.7 Documents Prepared by the Consultant to …………..Be the Property of Mumias Sugar………………………

4 Consultant’s Personnel……………………………………………

4.1 Description of Personnel……………………………4.2 Removal and/or Replacement of Personnel……

5 Obligations of Mumias Sugar……………………………………………

5.1 Change in the Applicable Law………………………

6 Payments to the Consultant……………………………………

6.1 Contract Price………………………………………

6.2 Terms and Conditions of Payment………………

7 Settlement of Disputes………………………………………………

7.1 Amicable Settlement…………………………………

7.2 Dispute Settlement……………………………………




III Special conditions of Contract……………………………………………..

Appendices………………………………………………………………

Appendix A ……………………………………

G(I) FORM OF CONTRACT

This Agreement (hereinafter called the “Contract”) is made the ________) day of themonth of _______________ [month], [year], between Mumias Sugar Company Ltd(hereinafter called the “Mumias Sugar”) of the one part AND

___________________________________ [name of consultant] of [ or whoseregistered office issituated at] ________________________________________________________[location ofoffice](hereinafter called the “Consultant”) of the other part.

WHEREAS

(a) Mumias Sugar has requested the Consultant to provide certain consultingservices as defined in the General Conditions of Contract attached to thisContract (hereinafter called the “Services”);

(b) the Consultant, having represented to Mumias Sugar that he has therequired professional skills and personnel and technical resources, haveagreed to provide the Services on the terms and conditions set forth in thisContract;

NOW THEREFORE the Parties hereto hereby agree as follows:

1. The following documents attached hereto shall be deemed to form an integral partof this Contract:(a) The General Conditions of Contract;

The following Appendices:Appendix A: Reporting Requirements

2. The mutual rights and obligations of Mumias Sugar and the Consultants shall be asset forth in the Contract; in particular:(a)

The Consultant shall carry out the Services in accordance with theprovisions of the Contract; and

(b) Mumias Sugar shall make payments to the Consultant in accordance withthe provisions of the Contract.

IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be signed intheir respective names as of the day and year first above written.




For and on behalf of___________________________________________[name of Mumias

Sugar]




[Full name of Mumias Sugar’s

authorizedrepresentative___________________________________

[Title]________________________________________

[Signature]_________________________________________

[Date]________________________________________________

For and on behalf of ______________________________________ [name of consultant]

[Full name of Consultant’s

Authorized representative] ___________________________________

[Title]______________________________________________

[Signature]_________________________________________

[Date]_______________________________________________




G(II). General Conditions of Contract

1. General Provisions

1.1 Definitions Unless the context otherwise requires, the following termswhenever used in this Contract have the following meanings:

(a) “Applicable Law” means the laws and any otherinstruments having the force of law in Kenya (or in suchother country as may be specified in the SpecialConditions of Contract [SC]), as they may be issued and inforce from time to time;

(b) “Contract” means the Contract signed by the Parties, towhich these General Conditions of Contract (GC) areattached, together with all the documents listed in Clause1 of such signed Contract;

(c) “Effective Date” means the date on which this Contractcomes into force and effect pursuant to Clause GC 2.1;

(d) “Foreign Currency” means any currency other than thecurrency of the Republic of Kenya;

(e) “GC” means these General Conditions of Contract;

(f) “Government” means the Government of the Republic ofKenya;

(g) “Local Currency” means the currency of the Republic ofKenya;

(h) “Member,” in case the Consultant consist of a jointventure of more than one entity, means any of theseentities; and “Members” means all these entities;

(i) “Party” means Mumias Sugar or the Consultant, as thecase may be, and “Parties” means both of them;

(j) “Personnel” means persons hired by the Consultant or byany Subcontract as employees and assigned to theperformance of the Services or any part thereof; “ForeignPersonnel” means such persons who at the time of beingso hired had their domicile outside Kenya; “LocalPersonnel” means such persons who at the time of beingso hired had their domicile inside Kenya; and “Key




Personnel” means the Personnel referred to in Clause GC4.2(a);

(k) “SC” means the Special Conditions of Contract by whichthe GC may be amended or supplemented;

(l) “Services” means the work to be performed by theConsultant pursuant to this Contract, as described inAppendix A hereto;

(m) “Subcontract” means any person or entity towhom/which the Consultant subcontract any part of theServices in accordance with the provisions of Clause GC3.7;

(n) “Third Party” means any person or entity other than theGovernment, Mumias Sugar, the Consultant or aSubcontract.

1.2 Relationbetween theParties

Nothing contained herein shall be construed as establishing arelation of master and servant or of principal and agent asbetween Mumias Sugar and the Consultant. The Consultant,subject to this Contract, have complete charge of Personnel andSubcontract, if any, performing the Services and shall be fullyresponsible for the Services performed by them or on theirbehalf hereunder.

1.3 Law GoverningContract

This Contract, its meaning and interpretation, and the relationbetween the Parties shall be governed by the Applicable Law.

1.4 Language This Contract has been executed in the language specified inthe SC, which shall be the binding and controlling language forall matters relating to the meaning or interpretation of thisContract.

1.5 Headings The headings shall not limit, alter or affect the meaning of thisContract.

1.6 Notices 1.6.1 Any notice, request or consent required or permitted to begiven or made pursuant to this Contract shall be inwriting. Any such notice, request or consent shall bedeemed to have been given or made when delivered inperson to an authorized representative of the Party towhom the communication is addressed, or when sent byregistered mail or facsimile to such Party at the address

specified in the SC.1.6.2 Notice will be deemed to be effective as specified in the




SC.

1.6.3 A Party may change its address for notice hereunder bygiving the other Party notice of such change pursuant tothe provisions listed in the SC with respect to Clause GC1.6.2.

1.7 Location The Services shall be performed at such locations as arespecified in Appendix A hereto and, where the location of aparticular task is not so specified, at such locations, whether inKenya or elsewhere, as Mumias Sugar may approve.

1.8 Authority ofMember inCharge

In case the Consultant consist of a joint venture of more thanone entity, the Members hereby authorize the entity specified inthe SC to act on their behalf in exercising all the Consultant’rights and obligations towards Mumias Sugar under thisContract, including without limitation the receiving ofinstructions and payments from Mumias Sugar.

1.9 AuthorizedRepresentatives

Any action required or permitted to be taken, and anydocument required or permitted to be executed, under thisContract by Mumias Sugar or the Consultant may be taken orexecuted by the officials specified in the SC.

1.10 Taxes andDuties

Unless otherwise specified in the SC, the Consultant, Sub-Consultant and Personnel shall pay such taxes, duties, fees andother impositions as may be levied under the Applicable Law.

2. Commencement, Completion, Modification and Termination of Contract

2.1 Effectiveness ofContract

This Contract shall come into force and effect on the date (the“Effective Date”) of Mumias Sugar’s notice to the Consultantinstructing the Consultant to begin carrying out the Services.This notice shall confirm that the effectiveness conditions, ifany, listed in the SC have been met.

2.2 Termination ofContract forFailure to BecomeEffective

If this Contract has not become effective within such timeperiod after the date of the Contract signed by the Parties asshall be specified in the SC, either Party may, by not less thanfour (4) weeks’ written notice to the other Party, declare thisContract to be null and void, and in the event of such adeclaration by either Party, neither Party shall have any claimagainst the other Party with respect hereto.

2.3 Commencementof Services

The Consultant shall begin carrying out the Services at the endof such time period after the Effective Date as shall be




specified in the SC.

2.4 Expiration ofContract

Unless terminated earlier pursuant to Clause GC 2.9 hereof,this Contract shall terminate at the end of such time periodafter the Effective Date as shall be specified in the SC.

2.5 Entire Agreement This Contract contains all covenants, stipulations andprovisions agreed by the Parties. No agent or representativeof either Party has authority to make, and the Parties shall notbe bound by or be liable for, any statement, representation,promise or agreement not set forth herein.

2.6 Modification Modification of the terms and conditions of this Contract,including any modification of the scope of the Services, mayonly be made by written agreement between the Parties.Pursuant to Clause GC 7.2 hereof, however, each Party shallgive due consideration to any proposals for modification madeby the other Party.

2.7 Force Majeure2.7.1 Definition (a) For the purposes of this Contract, “Force Majeure” means

an event which is beyond the reasonable control of aParty, and which makes a Party’s performance of itsobligations hereunder impossible or so impractical asreasonably to be considered impossible in thecircumstances, and includes, but is not limited to, war,riots, civil disorder, earthquake, fire, explosion, storm,flood or other adverse weather conditions, strikes,lockouts or other industrial action (except where suchstrikes, lockouts or other industrial action are within thepower of the Party invoking Force Majeure to prevent),confiscation or any other action by government agencies.

(b) Force Majeure shall not include (i) any event which iscaused by the negligence or intentional action of a Partyor such Party’s Subcontract or agents or employees, nor(ii) any event which a diligent Party could reasonablyhave been expected to both (a) take into account at thetime of the conclusion of this Contract and (b) avoid orovercome in the carrying out of its obligations hereunder.

(c) Force Majeure shall not include insufficiency of funds orfailure to make any payment required hereunder.

2.7.2 No Breach ofContract

The failure of a Party to fulfil any of its obligations hereunder

shall not be considered to be a breach of, or default under, thisContract insofar as such inability arises from an event of Force




Majeure, provided that the Party affected by such an event hastaken all reasonable precautions, due care and reasonablealternative measures, all with the objective of carrying out theterms and conditions of this Contract.

2.7.3 Measures tobe Taken

(a) A Party affected by an event of Force Majeure shall takeall reasonable measures to remove such Party’s inabilityto fulfil its obligations hereunder with a minimum ofdelay.

(b) A Party affected by an event of Force Majeure shall notifythe other Party of such event as soon as possible, and inany event not later than fourteen (14) days following theoccurrence of such event, providing evidence of thenature and cause of such event, and shall similarly givenotice of the restoration of normal conditions as soon aspossible.

(c) The Parties shall take all reasonable measures tominimize the consequences of any event of ForceMajeure.

2.7.4 Extension ofTime

Any period within which a Party shall, pursuant to thisContract, complete any action or task, shall be extended for aperiod equal to the time during which such Party was unableto perform such action as a result of Force Majeure.

2.7.5 Payments During the period of their inability to perform the Services as aresult of an event of Force Majeure, the Consultant shall beentitled to continue to be paid under the terms of this Contractas well as to be reimbursed for additional costs reasonably andnecessarily incurred by them during such period for thepurposes of the Services and in reactivating the Services afterthe end of such period.

2.7.6 Consultation Not later than thirty (30) days after the Consultant, as theresult of an event of Force Majeure, have become unable toperform a material portion of the Services, the Parties shallconsult with each other with a view to agreeing on appropriatemeasures to be taken in the circumstances.

2.8 Suspension Mumias Sugar may, by written notice of suspension to theConsultant, suspend all payments to the Consultant hereunderif the Consultant fail to perform any of their obligations underthis Contract, including the carrying out of the Services,

provided that such notice of suspension (i) shall specify thenature of the failure, and (ii) shall request the Consultant to




remedy such failure within a period not exceeding thirty (30)days after receipt by the Consultant of such notice ofsuspension.

2.9 Termination

2.9.1 By MumiasSugar

Mumias Sugar may, by not less than thirty (30) days’ writtennotice of termination to the Consultant (except in the eventlisted in paragraph (f) below, for which there shall be a writtennotice of not less than sixty (60) days), such notice to be givenafter the occurrence of any of the events specified inparagraphs (a) through (g) of this Clause GC 2.9.1, terminatethis Contract:

(a) if the Consultant fail to remedy a failure in theperformance of their obligations hereunder, as specifiedin a notice of suspension pursuant to Clause 2.8hereinabove, within thirty (30) days of receipt of suchnotice of suspension or within such further period asMumias Sugar may have subsequently approved inwriting;

(b) if the Consultant become (or, if the Consultant consist ofmore than one entity, if any of their Members becomes)insolvent or bankrupt or enter into any agreements withtheir creditors for relief of debt or take advantage of anylaw for the benefit of debtors or go into liquidation orreceivership whether compulsory or voluntary;

(c) if the Consultant fail to comply with any final decisionreached as a result of arbitration proceedings pursuant toClause GC 8 hereof;

(d) if the Consultant submit to Mumias Sugar a statementwhich has a material effect on the rights, obligations orinterests of Mumias Sugar and which the Consultantknow to be false;

(e) if, as the result of Force Majeure, the Consultant areunable to perform a material portion of the Services for aperiod of not less than sixty (60) days; or

(f)Mumias Sugar, in its sole discretion and for any reasonwhatsoever, decides to terminate this Contract.

(g) Where there is non-compliance of a condition or a breachof any section of this tender that has a material effect on




Mumias Sugar.

(h) if the Consultant, in the judgment of Mumias Sugar, hasengaged in corrupt or fraudulent practices in competingfor or in executing the Contract. For the purpose of thisclause:

“corrupt practice” means the offering, giving, receivingor soliciting of anything of value to influence the action ofa public official in the selection process or in contractexecution.

“fraudulent practice” means a misrepresentation of factsin order to influence a selection process or the executionof a contract to the detriment of the Borrower, andincludes collusive practice among Consultant (prior to orafter submission of proposals) designed to establishprices at artificial non-competitive levels and to deprivethe Borrower of the benefits of free and open competition.

2.9.2 Bythe

Consultant The Consultant may, by not less than thirty (30) days’ writtennotice to Mumias Sugar, such notice to be given after theoccurrence of any of the events specified in paragraphs (a)through (d) of this Clause GC 2.9.2, terminate this Contract:

(a) if Mumias Sugar fails to pay any money due to theConsultant pursuant to this Contract and not subject todispute pursuant to Clause GC 8 hereof within forty-five(45) days after receiving written notice from theConsultant that such payment is overdue;

(b) if Mumias Sugar is in material breach of its obligationspursuant to this Contract and has not remedied the samewithin forty-five (45) days (or such longer period as theConsultant may have subsequently approved in writing)following the receipt by Mumias Sugar of the Consultant’notice specifying such breach;

(c) if, as the result of Force Majeure, the Consultant areunable to perform a material portion of the Services for aperiod of not less than sixty (60) days; or

(d) if Mumias Sugar fails to comply with any final decisionreached as a result of arbitration pursuant to Clause GC 8

hereof.




2.9.3 Cessation ofRights andObligations

Upon termination of this Contract pursuant to Clauses GC 2.2or GC 2.9 hereof, or upon expiration of this Contract pursuantto Clause GC 2.4 hereof, all rights and obligations of theParties hereunder shall cease, except (i) such rights andobligations as may have accrued on the date of termination orexpiration, (ii) the obligation of confidentiality set forth inClause GC 3.3 hereof, (iii) the Consultant’ obligation to permitinspection, copying and auditing of their accounts and recordsset forth in Clause GC 3.6(ii) hereof, and (iv) any right which aParty may have under the Applicable Law.

2.9.4 Cessation ofServices

Upon termination of this Contract by notice of either Party tothe other pursuant to Clauses GC 2.9.1 or GC 2.9.2 hereof, theConsultant shall, immediately upon dispatch or receipt of suchnotice, take all necessary steps to bring the Services to a closein a prompt and orderly manner and shall make everyreasonable effort to keep expenditures for this purpose to aminimum. With respect to documents prepared by theConsultant and equipment and materials furnished byMumias Sugar, the Consultant shall proceed as provided,respectively, by Clauses GC 3.9 or GC 3.10 hereof.

2.9.5 PaymentuponTermination

Upon termination of this Contract pursuant to Clauses GC2.9.1 or GC 2.9.2 hereof, Mumias Sugar shall make thefollowing payments to the Consultant:

(a) remuneration pursuant to Clause GC 6 hereof for Servicessatisfactorily performed prior to the effective date oftermination;

(b) reimbursable expenditures pursuant to Clause GC 6hereof for expenditures actually incurred prior to theeffective date of termination; and

(c) except in the case of termination pursuant to paragraphs(a) through (d) of Clause GC 2.9.1 hereof, reimbursementof any reasonable cost incident to the prompt and orderlytermination of the Contract including the cost of thereturn travel of the Personnel and their eligibledependents.

2.9.6 Disputesabout EventsofTermination

If either Party disputes whether an event specified inparagraphs (a) through (e) of Clause GC 2.9.1 or in Clause GC2.9.2 hereof has occurred, such Party may, within forty-five

(45) days after receipt of notice of termination from the otherParty, refer the matter to arbitration pursuant to Clause GC 8




hereof, and this Contract shall not be terminated on account ofsuch event except in accordance with the terms of anyresulting arbitral award.

3. Obligations of the Consultant

3.1 General

3.1.1 Standard ofPerformance

The Consultant shall perform the Services and carry out theirobligations hereunder with all due diligence, efficiency andeconomy, in accordance with generally accepted professionaltechniques and practices, and shall observe soundmanagement practices, and employ appropriate advancedtechnology and safe and effective equipment, machinery,materials and methods. The Consultant shall always act, inrespect of any matter relating to this Contract or to theServices, as faithful advisers to Mumias Sugar, and shall at alltimes support and safeguard Mumias Sugar’s legitimateinterests in any dealings with Subcontract or Third Parties.

3.1.2 LawGoverningServices

The Consultant shall perform the Services in accordance withthe Applicable Law and shall take all practicable steps toensure that any Subcontract, as well as the Personnel of theConsultant and any Subcontract, comply with the ApplicableLaw. Mumias Sugar shall notify the Consultant in writing ofrelevant local customs, and the Consultant shall, after suchnotification, respect such customs.

3.2 Conflict ofInterests

3.2.1 ConsultantNot to BenefitfromCommissions,Discounts, etc.

The remuneration of the Consultant pursuant to Clause GC 6hereof shall constitute the Consultant’ sole remuneration inconnection with this Contract or the Services and, subject toClause GC 3.2.2 hereof, the Consultant shall not accept fortheir own benefit any trade commission, discount or similarpayment in connection with activities pursuant to thisContract or to the Services or in the discharge of theirobligations hereunder, and the Consultant shall use their bestefforts to ensure that any Subcontract, as well as thePersonnel and agents of either of them, similarly shall notreceive any such additional remuneration.

3.2.2 ProcurementRules of

If the Consultant, as part of the Services, have theresponsibility of advising Mumias Sugar on the procurement




FundingAgencies

of goods, works or services, the Consultant shall comply withany applicable procurement guidelines of the funding agency,as the case may be, and shall at all times exercise suchresponsibility in the best interest of Mumias Sugar. Anydiscounts or commissions obtained by the Consultant in theexercise of such procurement responsibility shall be for theaccount of Mumias Sugar.

3.2.3 Consultantand AffiliatesNot to Engagein CertainActivities

The Consultant agree that, during the term of this Contractand after its termination, the Consultant and any entityaffiliated with the Consultant, as well as any Subcontract andany entity affiliated with such Subcontract, shall bedisqualified from providing goods, works or services (otherthan the Services and any continuation thereof) for anyproject resulting from or closely related to the Services.

3.2.4 Prohibition ofConflictingActivities

The Consultant shall not engage, and shall cause theirPersonnel as well as their Subcontract and their Personnel notto engage, either directly or indirectly, in any of the followingactivities:

(a) during the term of this Contract, any business orprofessional activities in Kenya which would conflictwith the activities assigned to them under this Contract;and

(b) after the termination of this Contract, such otheractivities as may be specified in the SC.

3.3 Confidentiality The Consultant, their Subcontract and the Personnel of eitherof them shall not, either during the term or within two (2)years after the expiration of this Contract, disclose anyproprietary or confidential information relating to theServices, this Contract or Mumias Sugar’s business oroperations without the prior written consent of MumiasSugar.

3.4 Liability of theConsultant

Subject to additional provisions, if any, set forth in the SC, theConsultant’ liability under this Contract shall be as providedby the Applicable Law.

3.5 Insurance to beTaken Out by theConsultant

The Consultant (i) shall take out and maintain, and shallcause any Subcontract to take out and maintain, at their (orthe Subcontract’, as the case may be) own cost but on termsand conditions approved by Mumias Sugar, insurance against

the risks, and for the coverage’s, as shall be specified in theSC, and (ii) at Mumias Sugar’s request, shall provide evidence




to Mumias Sugar showing that such insurance has been takenout and maintained and that the current premiums thereforehave been paid.

3.6 Accounting,Inspection andAuditing

The Consultant (i) shall keep accurate and systematicaccounts and records in respect of the Services hereunder, inaccordance with internationally accepted accountingprinciples and in such form and detail as will clearly identifyall relevant time changes and costs, and the bases thereof(including such bases as may be specifically referred to in theSC), and (ii) shall permit Mumias Sugar or its designatedrepresentative periodically, and up to one year from theexpiration or termination of this Contract, to inspect the sameand make copies thereof as well as to have them audited byauditors appointed by Mumias Sugar and (iii) shall permit thefunding agency to inspect the Consultant’s accounts andrecords relating to the performance of the Consultant and tohave them audited by auditors approved by the Bank, if sorequired by the Bank.

3.7 Consultant’ActionsRequiringMumias Sugar’sPrior Approval

The Consultant shall obtain Mumias Sugar’s prior approval inwriting before taking any of the following actions:

(a) appointing such members of the Personnel as are listedin Appendix C merely by title but not by name;

(b) entering into a subcontract for the performance of anypart of the Services, it being understood (i) that theselection of the Subcontract and the terms andconditions of the subcontract shall have been approvedin writing by Mumias Sugar prior to the execution of thesubcontract, and (ii) that the Consultant shall remainfully liable for the performance of the Services by theSubcontract and its Personnel pursuant to this Contract;

(c) any other action that may be specified in the SC.

3.8 ReportingObligations

The Consultant shall submit to Mumias Sugar the reports anddocuments specified in Appendix B hereto, in the form, in thenumbers and within the time periods set forth in the saidAppendix.

3.9 DocumentsPrepared by theConsultant to bethe Property ofMumias Sugar

All plans, drawings, specifications, designs, reports, otherdocuments and software prepared by the Consultant forMumias Sugar under this Contract shall become and remain

the property of Mumias Sugar, and the Consultant shall, notlater than upon termination or expiration of this Contract,




deliver all such documents to Mumias Sugar, together with adetailed inventory thereof. The Consultant may retain a copyof such documents and software. Restrictions about thefuture use of these documents and software, if any, shall bespecified in the SC.

3.10 Equipment andMaterialsFurnished byMumias Sugar

Equipment and materials made available to the Consultant byMumias Sugar, or purchased by the Consultant with fundsprovided by Mumias Sugar, shall be the property of MumiasSugar and shall be marked accordingly. Upon termination orexpiration of this Contract, the Consultant shall makeavailable to Mumias Sugar an inventory of such equipmentand materials and shall dispose of such equipment andmaterials in accordance with Mumias Sugar’s instructions.While in possession of such equipment and materials, theConsultant, unless otherwise instructed by Mumias Sugar inwriting, shall insure them at the expense of Mumias Sugar inan amount equal to their full replacement value.

4. Consultant’s Personnel and Subcontract

4.1 General The Consultant shall employ and provide such qualified andexperienced Personnel and Subcontract as are required tocarry out the Services.

4.2 Description ofPersonnel

(a) The title, agreed job description, minimum qualificationand estimated period of engagement in the carrying outof the Services of each of the Consultant’ Key Personnelare described in Appendix C. If any of the KeyPersonnel has already been approved by MumiasSugar, his/her name is listed as well.

(b) If required to comply with the provisions of Clause GC3.1.1 hereof, adjustments with respect to the estimated

periods of engagement of Key Personnel set forth inAppendix C may be made by the Consultant by writtennotice to Mumias Sugar, provided (i) that suchadjustments shall not alter the originally estimatedperiod of engagement of any individual by more than10% or one week, whichever is larger, and (ii) that theaggregate of such adjustments shall not cause paymentsunder this Contract to exceed the ceilings set forth inClause GC 6.1(b) of this Contract. Any other suchadjustments shall only be made with Mumias Sugar’s

written approval.




(c) If additional work is required beyond the scope of theServices specified in Appendix A, the estimated periodsof engagement of Key Personnel set forth in AppendixC may be increased by agreement in writing betweenMumias Sugar and the Consultant, provided that anysuch increase shall not, except as otherwise agreed inwriting, cause payments under this Contract to exceedthe ceilings set forth in Clause GC 6.1(b) of thisContract.

4.3 Approval ofPersonnel

The Key Personnel and Subcontract listed by title as well asby name in Appendix C are hereby approved by MumiasSugar. In respect of other Key Personnel which theConsultant propose to use in the carrying out of the Services,the Consultant shall submit to Mumias Sugar for review andapproval a copy of their biographical data and (in the case ofKey Personnel to be used within the country) a copy of asatisfactory medical certificate in the form attached hereto asAppendix D. If Mumias Sugar does not object in writing(stating the reasons for the objection) within twenty-one (21)calendar days from the date of receipt of such biographicaldata and (if applicable) such certificate, such Key Personnelshall be deemed to have been approved by Mumias Sugar.

4.4 Working Hours,Overtime, Leave,etc.

(a) Working hours and holidays for Key Personnel are setforth in Appendix E hereto. To account for travel time,foreign Personnel carrying out Services inside Kenyashall be deemed to have commenced (or finished) workin respect of the Services such number of days beforetheir arrival in (or after their departure from) Kenya asis specified in Appendix E hereto.

(b) The Key Personnel shall not be entitled to be paid forovertime nor to take paid sick leave or vacation leaveexcept as specified in Appendix E hereto, and except asspecified in such Appendix, the Consultant’remuneration shall be deemed to cover these items. Allleave to be allowed to the Personnel is included in thestaff-months of service set forth in Appendix C. Anytaking of leave by Personnel shall be subject to the priorapproval by the Consultant who shall ensure thatabsence for leave purposes will not delay the progressand adequate supervision of the Services.

4.5 Removal and/orReplacement of (a) Except as Mumias Sugar may otherwise agree, nochanges shall be made in the Key Personnel. If, for any




Personnel reason beyond the reasonable control of the Consultant,it becomes necessary to replace any of the Personnel,the Consultant shall forthwith provide as a replacementa person of equivalent or better qualifications.

(b) If Mumias Sugar (i) finds that any of the Personnel hascommitted serious misconduct or has been chargedwith having committed a criminal action, or (ii) hasreasonable cause to be dissatisfied with theperformance of any of the Personnel, then theConsultant shall, at Mumias Sugar’s written requestspecifying the grounds therefore, forthwith provide as areplacement a person with qualifications andexperience acceptable to Mumias Sugar.

(c) Any of the Personnel provided as a replacement underClauses (a) and (b) above, the rate of remunerationapplicable to such person as well as any reimbursableexpenditures (including expenditures due to thenumber of eligible dependents) the Consultant maywish to claim as a result of such replacement, shall besubject to the prior written approval by Mumias Sugar.Except as Mumias Sugar may otherwise agree, (i) theConsultant shall bear all additional travel and othercosts arising out of or incidental to any removal and/orreplacement, and (ii) the remuneration to be paid forany of the Personnel provided as a replacement shallnot exceed the remuneration which would have beenpayable to the Personnel replaced.

4.6 ResidentConsultant

If required by the SC, the Consultant shall ensure that at alltimes during the Consultant’ performance of the Services inKenya a resident consultant, acceptable to Mumias Sugar,shall take charge of the performance of such Services.

5. Obligations of Mumias Sugar

5.1 Assistance andExemptions

Unless otherwise specified in the SC, Mumias Sugarmayassist using its best efforts to ensure that the Governmentshall:

(a) provide the Consultant, Subcontract and Personnel withwork permits and such other documents as shall benecessary to enable the Consultant, Subcontract orPersonnel to perform the Services;




(b) Arrange for the Personnel and, if appropriate, theireligible dependents to be provided promptly with allnecessary entry and exit visas, residence permits,exchange permits and any other documents requiredfor their stay in Kenya;

(c) Facilitate prompt clearance through customs of anyproperty required for the Services and of the personaleffects of the Personnel and their eligible dependents;

(d) Issue to officials, agents and representatives of theGovernment all such instructions as may be necessaryor appropriate for the prompt and effectiveimplementation of the Services;

(e) Exempt the Consultant and the Personnel and anySubcontract employed by the Consultant for theServices from any requirement to register or obtain anypermit to practice their profession or to establishthemselves either individually or as a corporate entityaccording to the Applicable Law;

(f) Grant to the Consultant, any Subcontract and thePersonnel of either of them the privilege, pursuant tothe Applicable Law, of bringing into Kenya reasonableamounts of foreign currency for the purposes of theServices or for the personal use of the Personnel andtheir dependents and of withdrawing any suchamounts as may be earned therein by the Personnel inthe execution of the Services; and

(g) Provide to the Consultant, Subcontract and Personnelany such other assistance as may be specified in the SC.

5.2 Access to Land Mumias Sugar warrants that the Consultant shall have, free

of charge, unimpeded access to all land in Kenya in respectof which access is required for the performance of theServices. Mumias Sugar will be responsible for any damageto such land or any property thereon resulting from suchaccess and will indemnify the Consultant and each of thePersonnel in respect of liability for any such damage, unlesssuch damage is caused by the default or negligence of theConsultant or any Subcontract or the Personnel of either ofthem.

5.3 Change in theApplicable Law If, after the date of this Contract, there is any change in theApplicable Law with respect to taxes and duties which




increases or decreases the cost incurred by the Consultant inperforming the Services, then the remuneration andreimbursable expenses otherwise payable to the Consultantunder this Contract shall be increased or decreasedaccordingly by agreement between the Parties hereto, andcorresponding adjustments shall be made to the ceilingamounts specified in Clause GC 6.1(b).

5.4 Services, Facilitiesand Property ofMumias Sugar

Mumias Sugar shall make available to the Consultant andthe Personnel, for the purposes of the Services and free ofany charge, the services, facilities and property described inAppendix F at the times and in the manner specified in saidAppendix F, provided that if such services, facilities andproperty shall not be made available to the Consultant asand when so specified, the Parties shall agree on (i) any timeextension that it may be appropriate to grant to theConsultant for the performance of the Services, (ii) themanner in which the Consultant shall procure any suchservices, facilities and property from other sources, and (iii)the additional payments, if any, to be made to the Consultantas a result thereof pursuant to Clause GC 6.1(c) hereinafter.

5.5 Payment In consideration of the Services performed by the Consultantunder this Contract, Mumias Sugar shall make to theConsultant such payments and in such manner as isprovided by Clause GC 6 of this Contract.

5.6 CounterpartPersonnel

(a) If so provided in Appendix F hereto, Mumias Sugarshall make available to the Consultant, as and whenprovided in such Appendix F, and free of charge, suchcounterpart personnel to be selected by Mumias Sugar,with the Consultant’ advice, as shall be specified in suchAppendix F. Counterpart personnel shall work underthe exclusive direction of the Consultant. If anymember of the counterpart personnel fails to performadequately any work assigned to such member by theConsultant which is consistent with the positionoccupied by such member, the Consultant may requestthe replacement of such member, and Mumias Sugarshall not unreasonably refuse to act upon such request.

(b) If counterpart personnel are not provided by MumiasSugar to the Consultant as and when specified inAppendix F, Mumias Sugar and the Consultant shall

agree on (i) how the affected part of the Services shallbe carried out, and (ii) the additional payments, if any,




to be made by Mumias Sugar to the Consultant as aresult thereof pursuant to Clause GC 6.1(c) hereof.

6. Payments to the Consultant

6.1Lump- SumRemuneration

The Consultant’s total remuneration shall not exceedContract Price and shall be a fixed lump-sum includingallstaff costs, Sub consultants’ costs, printing,communications, ravel, accommodation and the like and

allother costs incurred by the Consultant in carrying outthe Services described in Appendix A. Except as providedin Clause 5.2, the Contract Price may only be increasedabove the amounts stated in Clause 6.2 if the Parties haveagreed to additional payments in accordance with Clause2.4.

(a) Foreign currency payments shall be made in thecurrency or currencies specified as foreign currency orcurrencies in the SC, and local currency payments shallbe made in the currency of the Republic of Kenya.

7. Fairness and Good Faith

7.1 Good Faith The Parties undertake to act in good faith with respect toeach other’s rights under this Contract and to adopt allreasonable measures to ensure the realization of theobjectives of this Contract.

7.2 Operation of theContract

The Parties recognize that it is impractical in this Contract toprovide for every contingency which may arise during thelife of the Contract, and the Parties hereby agree that it istheir intention that this Contract shall operate fairly asbetween them, and without detriment to the interest ofeither of them, and that, if during the term of this Contracteither Party believes that this Contract is operating unfairly,the Parties will use their best efforts to agree on such actionas may be necessary to remove the cause or causes of suchunfairness, but no failure to agree on any action pursuant tothis Clause shall give rise to a dispute subject to arbitrationin accordance with Clause GC 8 hereof.




8. Settlement of Disputes8.1 Amicable

SettlementThe Parties shall use their best efforts to settle amicably alldisputes arising out of or in connection with this Contract orthe interpretation thereof.

8.2 DisputeSettlement

Any dispute between the Parties as to matters arisingpursuant to this Contract which cannot be settled amicablywithin thirty (30) days after receipt by one Party of the otherParty’s request for such amicable settlement may besubmitted by either Party for settlement in accordance withthe provisions specified in the SC.




G(III). Special Conditions of Contract

Number of GCClause

Amendments of, and Supplements to, Clauses in the GeneralConditions of Contract

1.4 The language is English.

1.6.1 The addresses are:

Mumias Sugar:Legal Affairs Manager Mumias Sugar Company Ltd.Mumias, Kenya

Consultant:

Attention: _________________________________________Cable address:Facsimile:

1.6.2 Notice will be deemed to be effective as follows:

(a)

In the case of personal delivery, on delivery;(b) in the case of registered mail, seven (7) business days

following dispatch;(d) In the case of facsimiles, one (1) business day following

confirmed transmission.

1.8 The Member in Charge is [ name of member ].

Note: If the Consultant consists of a joint venture of more than oneentity, the name of the entity whose address is specified in Clause SC1.6.1 should be inserted here. If the Consultant consists only of oneentity, this Clause SC 1.8 should be deleted from the SC.]

1.9 The Authorized Representatives are:

For Mumias Sugar:Legal Affairs Manager or his designated representative as maybe communicated from time to time.

For the Consultant:

2.1 The effectiveness conditions are the following:Signature of the Contract by the two parties




2.2 The time period shall be not exceeding one (2) months as perTOR or such other time period as the parties may agree inwriting.

2.3 The time period shall be seven (7) days or such other timeperiod as the parties may agree in writing.

2.4 The time period shall be such time period as the parties mayagree in writing.

3.4 3.4 Limitation of the Consultant’ Liability towards MumiasSugar

(a) Except in case of gross negligence or willfulmisconduct on the part of the Consultant or on thepart of any person or firm acting on behalf of theConsultant in carrying out the Services, theConsultant, with respect to damage caused by theConsultant to Mumias Sugar’s property, shall not beliable to Mumias Sugar:

(i) for any indirect or consequential loss or damage;and

(ii) for any direct loss or damage that exceeds (A)the total payments for professional fees andreimbursable expenditures made or expected tobe made to the Consultant hereunder, or (B) theproceeds the Consultant may be entitled toreceive from any insurance maintained by theConsultant to cover such a liability, whichever of(A) or (B) is higher.

(b) This limitation of liability shall not affect theConsultant’ liability, if any, for damage to ThirdParties caused by the Consultant or any person orfirm acting on behalf of the Consultant in carrying outthe Services.”

3.5 The risks and the coverage’s shall be as follows:

(a)

Third Party motor vehicle liability insurance in respect ofmotor vehicles operated in Kenya by the Consultant ortheir Personnel or any Sub-Consultant or their Personnel.




Appendix “A”

1.0 The name and address of Mumias Sugar’s Official(s) are:Chief Supply Chain Officer,Tel: (254) (056) 641620 / 641621

Email: [email protected]

1.1 Mumias Sugar’s address for clarifications is as given on clause 1.0

above.

1.2 Consultants must submit one original and one Copy on a CD format of each proposal.

1.3 The proposal submission address as mentioned on the letter of

invitation.

1.4 Proposals must be submitted no later than 27th

August 2015 at 10.00

a.m.

1.5 The address to send information to Mumias Sugar is the same as the

address for Submission of proposals as mentioned on the letter of

invitation.








Appendix B - TECHNICAL PROPOSAL – STANDARD FORMS

These forms shall include:

i)

Technical Proposal submission form.

ii)

Format for Client Reference Lettersiii) Comments and suggestions of consultants on the Terms of Reference and on data,

services and facilities to be provided by Mumias Sugar.

iv) Description of the methodology and work plan for performing the assignment.

v) Team composition and task assignments.

vi) Format of curriculum vitae (CV) for proposed professional staff.

vii) Time schedule for professional personnel.

viii)

Activity (work) schedule.




(i). TECHNICAL PROPOSAL SUBMISSION FORM

[_______________ Date]

To: ______________________ [Name and address of Mumias Sugar )

Ladies/Gentlemen:

We, the undersigned, offer to provide the consulting services for __________________

_______________________________ [Title of consultingservices] in accordance with your

Request for Proposal dated ______________________ [Date] and our Proposal. We are

hereby submitting our Proposal, which includes this Technical Proposal, [and a Financial

Proposal sealed under a separate envelope].

We understand you are not bound to accept any Proposal you receive.

We remain,

Yours sincerely,

_______________________________ [Authorized Signature]:

________________________________ [Name and Title of Signatory]:

_________________________________ [Name of Firm]:

_________________________________ [Address:]




(iii) PROPOSALS FOR IMPROVEMENT OF TERMS OF REFERENCE

Comments and Suggestions of Consultant on the Terms of Reference and on Data,Services, and Facilities to be Provided by the Client

On the Terms of Reference:

1.

2.

3.

4.

5.

On the data, services, and facilities to be provided by the Client:

1.

2.

3.

4.

5.




(iv) DESCRIPTION OF THE METHODOLOGY AND WORK PLAN FORPERFORMING THE ASSIGNMENT




(v). TEAM COMPOSITION AND TASK ASSIGNMENTS

1. Composition of Team

No. Name of Firm Tasks

1

2

3

4

5

2. Technical/Managerial Staff of each member of the team

Name Position Tasks

3. Support Staff for each member of the team

Name Position Tasks




(vi). FORMAT OF CURRICULUM VITAE (CV) FOR PROPOSED PROFESSIONAL

STAFFProposed Position: _____________________________________________________________Name of Firm: _____________________________________________________________

Name of Staff: _____________________________________________________________Profession: _____________________________________________________________Date of Birth: _____________________________________________________________Years with Firm: ___________________________ Nationality: ______________________

Membership in Professional Societies: __________________________________________

Detailed Tasks Assigned: _______________________________________________________

Key Qualifications:[Give an outline of staff member’s experience and training most pertinent to tasks on assignment.Describe degree of responsibility held by staff member on relevant previous assignments and givedates and locations].

Education:[Summarize college/university and other specialized education of staff member, giving names of

schools, dates attended and degree[s] obtained.]

Employment Record:[Starting with present position, list in reverse order every employment held. List all positions heldby staff member since graduation, giving dates, names of employing organizations, titles of

positions held, and locations of assignments.]

Certification:

I, the undersigned, certify that these data correctly describe my qualifications, myexperience, and me.

_________________________________________________________ Date: _______________[Signature of staff member]

___________________________________________________________ Date ;______________[Signature of authorized representative of the firm]

Full name of staff member: _____________________________________________________

Full name of authorized representative: _________________________________________




(viii). ACTIVITY (WORK) SCHEDULE

A. Field Investigation and Study Items’[1st , 2nd , etc are mnths from the start of assignment]

1st 2nd 3rd 4th 5th 6th

Activity (Work)

B. Completion and Submission of Reports andDocuments

Reports Date

1. Draft Report

2. Final

Four (4) hard copies and one (1) soft copy to be submitted in each case. Each report tohave an abstract of the main findings.




Appendix C - FINANCIAL PROPOSAL – STANDARD FORMS

These forms shall include;

i)

Financial Proposal Submission Form.

ii) Summary of costs.

iii) Breakdown of price per activity.

iv) Breakdown of remuneration per activity.

v)

Reimbursable per activity

vi)

Miscellaneous expenses.




(i). FINANCIAL PROPOSAL SUBMISSION FORM

________________ [Date]

To: ______________________________________

______________________________________

______________________________________

[Name and address of Mumias Sugar ]

Ladies/Gentlemen:

We, the undersigned, offer to provide the consulting services for (____________) [Title of

consulting services] in accordance with your Request for Proposal dated

(__________________) [Date] and our Proposal. Our attached Financial Proposal is for the

sum of (_________________________________________________________________)

[Amount in words and figures] inclusive of the taxes, commissions, fees, gratuities and any

other charges .

We understand you are not bound to accept any Proposal you receive.

We remain,

Yours sincerely,

_____________________________ [Authorized Signature]:

_____________________________ [Name and Title of Signatory]:

_____________________________ [Name of Firm]

_____________________________ [Address]




(ii) Summary of Costs

Costs Currency(ies)Kshs Fees

Subtotal

Local Taxes

Total Amount of Financial Proposal

1 Maximum of three currencies plus the local currency.




(iii) Breakdown of Price Per Activity

ActivityNo.:____________________

ActivityNo.:_____________________

Description:____________

Price Component Currency(ies) Amount(s)

Remuneration

Reimbursables

Miscellaneous Expenses

Subtotal ___________________




(v) Reimbursable per activity

No. Description Unit Quantity Unit Price Total Amount

1.

2.

3.

4.

5.

International flights _____________________________

Miscellaneous travel expenses

Subsistence allowance

Local transportation costs1

Office rent/accommodation/clerical assistance

Trip

Trip

Day

Grand Total

1 Local transportation costs are not included if local transportation is being madeavailable by the Client. Similarly, in the project site, office

rent/accommodations/clerical assistance costs are not to be included if being madeavailable by the Client.




(vi) Miscellaneous Expenses

Activity No._______________________________ Activity Name: __________________________

No.

1.

2.

3.

4.

Description

Communication costs between ______________________and _________________________(Telephone, telegram, fax)

Drafting, reproduction of reports

Equipment: vehicles, computers,etc.

Software

Grand Total

Unit Quantity Unit Price Total Amount

_____________




PERFORMANCE SECURITY FORM(To be in the letterhead of the Bank)

To: Mumias Sugar Company LimitedPrivate Bag

Mumias, KENYA

WHEREAS. ……………………………………..[name of tenderer](hereinafter called “the tenderer”) has undertaken, in pursuance of ContractNo.____________ [reference number of the contract] dated ____________ 2015for Request forProposals forRisk management Consultancy Services( hereinafter called “the Contract”).

AND WHEREAS it has been stipulated by you in the said Contract that the tenderer shallfurnish you with a bank guarantee by a reputable bank for the sum specified therein as

security for compliance with the Tenderer’s performance obligations in accordance withthe Contract.

AND WHEREAS we have agreed to give the tenderer a guarantee:

THEREFORE WE hereby affirm that we are Guarantors and responsible to you, on behalfof the tenderer, up to a total of……………………………………………………………[amount of the guarantee in words and figures], and we undertake to pay you, upon your firstwritten demand declaring the tenderer to be in default under the Contract and withoutcavil or argument, any sum or sums within the limits of……………………………………

[amount of guarantee] as aforesaid, without your needing to prove or to show grounds orreasons for your demand or the sum specified therein.

This guarantee is valid until the _____ day of __________2013.

Signature and seal of the Guarantors

[Name of bank or financial institution]

[Address]




MANDATORY CONFIDENTIAL BUSINESS QUESTIONNAIRE

( Must be filled by all applicants or renderers’ who choose to participate in this tender) Name of Applicant (S)

……………………………………………………………………………………………………………………….

You are requested to give the particulars in Part 1 and either Part 2 (a), 2 (b) or 2 (c), whichever applies toyour type of business. Part 2 (d) to part 2(i) must be filled.You are advised that giving wrong or false information on this Form will lead to automatic disqualification/ termination of your business proposal at your cost.

Part 1 – General Business Name:……………………………………………………………………………..……………..…………..Certificate of Incorporation / Registration No. ……………………………………………………………….Location of business premises: Country …………………………………..……….…………….Physical address …………………………….Town ………………………………….……………………….Building……………………………… Floor…………………………………………………………….Plot No. …………………………………………….Street / Road ……..………………….……………………Postal Address …………………………………Postal / Country Code…………………………………….

Telephone No’s ……………………………………………… Fax No’s. ……………………….………………E-mail address …………………………………………………………………………………………………………Website ………………………………………………………………………………………Contact Person (Full Names) …………………………… Direct / Mobile No’s. ………………..…Title ……………………………………… Power of Attorney (Yes / No) If Yes, attach written document.Nature of Business (Indicate whether manufacturer, distributor, etc) ………………..……….………..

(Applicable to Local suppliers only)Local Authority Trading License No. …………………… Expiry Date ……………………………………..Value Added Tax No.…………………………………………….……………………………………………….

Value of the largest single assignment you have undertaken to date (US$/KShs) …………Was this successfully undertaken? Yes / No. ………………………….(If Yes, attach reference)

Name (s) of your banker (s) ………………………………………………………………………..……………..Branches …………………………………………………………. Tel No’s. ……….………………………….

Part 2 (a) – Sole Proprietor N/A

Part 2 (b) – Partnerships Give details of partners as follows:Full Names Nationality Citizenship Details Shares

1. …………………………. ………………… ……………………. ……..…….

2. ………………………… ………………… ……………………. ………..…..3.………………………… ………………….. ………….……….. …………….4………………………… ………………… …………………… ……….……

Company Profile ……………………….( Attach brochures)

Part 2 (c) – Registered CompanyPrivate or public …………………………………………….Company Profile ……………………….( Attach brochures or annual reports in case of public companies)State the nominal and issued capital of the CompanyNominal KShs ……………………..………………………….Issued KShs ………………………..………………………….

List of top ten (10) shareholders and distribution of shareholding in the company.




Give details of all directors as follows:-Full Names Nationality Citizenship Details Shares

1.…………………………. ……………… …………………… ……….…….

2………………………… ………………… …………………. ……..…..…..

3………………………… ………………… ………………… ……..…..…..

4………………………… ………………… ………………… ………....…..

Part 2 (d) – DebarmentI/We declare that I/We have not been debarred from any procurement process and shall not engage in anyfraudulent or corrupt acts with regard to this or any other tender by Mumias Sugar and any other public orprivate institutions.Full Names ………………………………………………………………………………………………………………..Signature ………………………………………………………………………………………………………….Dated this …………………………………….……………day of …………………………………………2015.In the capacity of ………………………………………………………………………………………………………Duly authorized to sign Tender for and on behalf of …………………………………………………

Part 2 (e) – Criminal OffenceI/We, (Name (s) of Director (s)):-

a)

……………………………………………………………………….………..…………

b)

…………………………………………………………………………..….……….……

c)

……………………………………………………………………………………………

d)

……………………………………………………………………………………………

have not been convicted of any criminal offence relating to professional conduct or the making of falsestatements or misrepresentations as to its qualifications to enter into a procurement contract within a periodof three (3) years preceding the commencement of procurement proceedings.

Signed …………………………………………………………………………………………………………….………For and on behalf of M/s …………………………………………………………………………………………..In the capacity of …………………………………………………………………………………………………Dated this ……………………………………………day of …………………………………………….2015.Suppliers’ / Company’s Official Rubber Stamp ………………………………………………………….

Part 2 (f) – Conflict of InterestI/We, the undersigned state that I / We have no conflict of interest in relation to this procurement:

a) ……………………………………………………………………………………………

b) ……………………………………………………………………………………………

c) ……………………………………………………………………………………………

d)

……………………………………………………………………………………………

For and on behalf of M/s …………………………………………………………………………………..In the capacity of ……………………………………………………………………………………………….Dated this ……………………………………………day of …………………………………………….2015Suppliers’ / Company’s Official Rubber Stamp ………………………………………………………….



Part 2 (g) – Interest in the Firm:Is there any person / persons in Mumias Sugar or any other public institution who has interest in the Firm?Yes / No? ……………………….. (Delete as necessary) Institution ………………………….

……………………………………. ……………………………… ………………………(Title) (Signature) (Date)

Part 2(h) – ExperiencePlease list here below similar projects accomplished or companies / Mumias Sugars you have supplied withsimilar items or equipments in the last two (2) years.

Company Name Country Contract/ Order No.Value

1.………………………….………………… ………………………. ……..…….

2. ………………………… ………………… …………………………. ………..…..

3.………………………… ………………… …………………………. ………..…..

Contact person (Full Names) ……………………………. E-mail address………………………….Cell phone no …………………………. (Note: The person should be at the level of director)*Attach proof of citizenship* Attach certified copies of the following documents:

a) Previous orders from companies supplied beforeb)

Certificate of Incorporation / Registrationc) Tax Compliance Certificate (for local suppliers)d)

VAT Certificate (for local suppliers)e) Audited Financial Statements / Accounts for the last two (2) yearsf) Valid Local Authority / Trade License (for local suppliers)

Part 2(i) – Declaration

I / We, the undersigned state and declare that the above information is correct and that I / We give MumiasSugar Company Limited authority to seek any other references concerning my / our company fromwhatever sources deemed relevant, e.g. Office of the Registrar of Companies, Bankers, etc.

Full names …………………………………………………………………………………………………………..Signature…………………………………………………………………………………………………….………For and on behalf of M/s …………………………………………………………………………………………..In the capacity of …………………………………………………………………………………………………Dated this ……………………………………………day of …………………………………………….2015.Suppliers’ / Company’s Official Rubber Stamp …………………………………………………………