Government Exhibit P2328
The
Neiman
Marcus
Group
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Table of Contents
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General Information
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Vendor Guidelines
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Background Information
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Partner Background
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6
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Costs
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Appendix A:
Non-Disclosure Agreement
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Appendix B:
Notice of Intent to Respond
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10
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Wilson Jones
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Request For
Proposal
Oracle e-Business /HRMS suite
Gap Analysis
Wednesday, January 29, 2003
STRICTLY CONFIDENTIAL
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Table of Contents
General Information
Purpose of the RFP
Proposal Requirements
RFP Communications
Timeline
RFP Preparation
Vendor Responses
Effective Dates of Pricing
Evaluation Criteria
Right To Reject
Vendor Guidelines
Invitation To Propose
Invitation Only
Single Provider Responsibility
Non-Disclosure Agreement
Notification of Intent to Respond
Partner Selection Process
Process Milestones (all times Central)
Bidders' Conference
Notification of Intent/Non-Disclosure Agreement
Open Line Question and Answer
Written Responses Due
Invitation to Present Oral Responses
Oral Presentations
Evaluation Committee
Vendor Guidelines
RFP Response Format
Exceptions to this RFP
Confidentiality
Background Information
Neiman Marcus Background
NM/Human Resources
NM/lnformation Services
Project Overview
Background
"Visioning"/Strategic Objectives
Product Selection
Gap Analysis
Partner Background
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Project Team Composition/Structure
Experience
Costs
Estimates of Costs
Type of Estimate
Detailed Estimate
Schedule of Rates
Appendix A: Non Disclosure Agreement
Appendix B: Notice of Intent to Respond
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Request for Proposal
Oracle e-Business/HRMS suite
Requirements/Gap Analysis
Purpose of the RFP
The Neiman Marcus Group ("NMG", "Neiman Marcus", the "Company")
intends to replace its existing Human Resources, Payroll and Benefits
Administration applications with a market leading, enterprise-class
Human Capital Management System. Based on its initial product selection
analysis, NMG has designated Oracle as its preferred vendor for this
opportunity. The next step is to discover and document the detailed
functional and technical requirements for this application in order
to then identify potential gaps between Oracle's "out-of-the-box" capabilities
and Neiman Marcus requirements. This analysis will be relied upon for
the subsequent project planning, design, budgeting and staffing activities
necessary to support development, deployment and on-going operations.
The purpose of this Request for Proposal (RFP) is to identify a partner
to lead NMG's Gap Analysis of the Oracle e-Business/HRMS suite.
NMG expects to exit the Gap Analysis phase with the following deliverables:
a full requirements specification, a detailed implementation plan (including
phases, as appropriate), a full project costing, a proposed staffing
plan (headcount, skill sets and org chart), the identification of required
modules, and an estimation of the ongoing cost of ownership. Because
NMG desires to minimize or eliminate customization to the application,
the Gap Analysis should also identify recommendations for business/process
reengineering as a means of mitigating identified gaps and of aligning
HR activities with leading industry practices.
Based on Oracle's proposal and the preliminary understanding of requirements
and capabilities, NMG anticipates implementing the following modules
of Oracle's e-Business Suite: Human Resources, Self Service HR, Payroll,
Advanced Benefits, iRecruirment, Training Administration, Incentive
Compensation, and HR Intelligence. The Gap Analysis should validate
this understanding, if appropriate, or otherwise establish software-licensing
requirements.
Finally, NMG requires exiting the Gap Analysis phase with a full RFP
to be used for the selection of an implementation partner. While NMG
expects that its Gap Analysis partner will be uniquely qualified to
continue the relationship as the implementation partner, being awarded
the Gap Analysis phase should not be construed as guarantee for being
awarded the implementation phase.
Proposal Requirements
NMG desires to select the Gap partner for this opportunity with the
greatest accuracy and with the fewest possible distractions to the business.
In addition, NMG intends to implement a set
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of reasonable and equitable ground rules that are respectful of all
parties' commitments-- including time, people and financial--to this
process.
RFP Communications
Please direct all communications/correspondence regarding this RFP
to:
Cameron Humphries
Manager, Applications Development
Neiman Marcus/Information Services
111 Customer Way
Irving, TX 75039
(972) 401-6673
cameron_humphries@neimanmarcus.com
Failure to observe this policy will adversely affect the consideration
of your proposal and may result in immediate elimination from consideration.
Timeline
As described in this document, Neiman Marcus intends to conclude
its partner evaluation no later than Friday, February 28. This should
enable the Gap Analysis to begin on or before Monday, March 24.
RFP Preparation
Invitees will absorb all costs incurred in the preparation and presentation
of an RFP. In the event that modifications or additions to the RFP become
necessary, prospective vendors will be notified in writing. All supporting
materials submitted with the proposal will become the property of Neiman
Marcus unless otherwise requested by the prospective vendors at the
time of submission.
Vendor Responses
Invitees are required to submit six (6) hard copies of their proposals
as well as an appropriately rendered electronic version. Appropriate
formats include Acrobat, PowerPoint, or Word. All supporting materials
and documentation must be included with the proposal and in both electronic
and paper formats. All copies must be received by Wednesday, February
12, 9:00 a.m.
Effective Dates of Pricing
Proposals should state in writing that all furnished information,
including pricing, will remain valid and applicable for a minimum of
60 days from the date of proposal.
Evaluation Criteria
Prospective partner proposals will be evaluated using the following
general criteria:
- HR Practitioner/Oracle Applications Experience. While
Neiman Marcus appreciates the value of general firm experience and capabilities,
we will place a premium on the actual experience and capabilities of
proposed individuals. Inability to provide firm commitments regarding
the team's explicit composition and capabilities will adversely affect
consideration of your proposal.
- Methodology. NMG recognizes that the methodology
and process employed to conduct the Gap Analysis can have a profound and formative
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effect on the value it provides. In considering proposals, we will look
forward to evaluating the proposed deliverables, including templates
and "cleansed" examples, as well as in understanding how the proposed
techniques and processes are used to create them.
- Firm Experience/Resources. No matter how talented,
experienced and capable the team, Neiman Marcus anticipates that the
Gap Analysis team will benefit from being able to leverage the broader
perspective that a firm's experience with both the Oracle application
and HR practices can provide.
- Pricing. Because Neiman Marcus is inviting only
a select number of highly qualified firms, we expect to receive multiple competitive responses.
In that event, pricing clearly serves as a means of differentiation. Understand
that the budget has already been established for this phase and that no
proposal exceeding this budget, regardless of how capable and compelling, will
be seriously considered.
Right To Reject
Neiman Marcus reserves the right to accept or reject any and/or
all submitted proposals and to request additional information from all
prospective vendors. Neiman Marcus specifically reserves the right to
negotiate a contract with the selected vendor. The vendor's response
to this RFP will be included in whole or by reference in the final contract.
At the discretion of Neiman Marcus, a third-party financial institution
or consulting team could be included in contract negotiations. Any contract
that is eventually awarded will be made to the organization who, based
on the evaluation of all responses, applying all criteria and oral interviews
(if required), is determined to be the best qualified to provide the
requested solution and support.
Invitation To Propose
You are invited to participate in the partner selection process
for the Gap Analysis phase of this project. Based on its initial marketplace
evaluation, NMG has selected a single preferred vendor (Oracle) against
which to conduct the formal Gap Analysis. Using the Gap Analysis findings,
including the anticipated project financials, NMG will formulate its
go-forward strategy with regard to the funding and deployment timeline,
electing either to begin the project or delay (per the original timeline)
until 2004 and beyond.
Invitation Only
This RFP is being provided to a limited number of vendors. No opportunity
to respond will be offered to any firm not listed below. Each firm included
in the list has been selected either based upon previous experiences
with NMG and/or general marketplace standing and reputation. These experiences
may include previous proposals, previous presentations, or previous
work engagements at NMG.
The firms receiving copies of the RFP are (in alphabetical order):
BearingPoint, Boss Corporation, Cap Gemini/Ernst & Young, IBM Global
Services, InfoSys, and Lucidity.
Single Provider Responsibility
NMG intends to come to agreement with a single entity for the Gap
Analysis. Nothing in the foregoing should be construed to preclude agreements
between the prospective partners and third parties to improve the quality,
timeliness or cost of the proposal. Neiman Marcus,
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however, will hold the successful partner solely responsible for the
Gap Analysis and all supporting deliverables.
Non-Disclosure Agreement
Any information disclosed to prospective Gap Analysis partners,
as a part of this RFP and discovery process, must be kept confidential.
Each firm must sign and turn in the Non-Disclosure Agreement (NDA) found
in the Appendix according to the timeline established in the "Partner
Selection Process." Any firm failing to sign and return the NDA per
that timeline forfeits the right to retain a copy of this RFP and the
right to respond to this RFP.
Notification of Intent to Respond
After signing the NDA and reviewing the RFP, each firm that intends
to respond must notify Neiman Marcus. The guidelines for proper notification
are found within the Appendix to this document. Failure to provide appropriate
notification per the timelines defined above will result in NMG determining
that you do not intend to respond and in forfeiture of all rights to
participate in the opportunity from that point forward.
Partner Selection Process
The NMG/HCMS product selection process is structured in order to
preserve equity and ensure that participants' efforts are focused against
known and understood objectives. In that interest of equity, much of
the activity will occur in a public forum with all participants' concurrent
involvement.
Process Milestones (all times Central)
| Milestone |
Date |
Summary |
| Bidders' Conference |
Wednesday, January 29
(3:00-5:00 p.m.) |
Review high-level "visioning" findings, explain vendor selection
process and present RFP documents. |
| Notification of Intent/Non Disclosure Agreement |
Friday, January 31
(9:00 a.m.) |
Notify NMG of intentions to participate and the execution of mutual
NDA. |
| Open Line Question and Answer |
Tuesday, February 4
(Code 2345)
Thursday. February 6
(Code 2350)
Monday, February 10
(Code 2355) |
Conduct question and answer on an open conference call (1:00-2:00
pm). Dial-in: (972) 401-6488 |
| Written Responses Due |
Wednesday, February 12
(9:00 a.m.) |
Provide full written proposals. |
| Invitation to Present Oral Responses |
Tuesday, February 18
(9:00 a.m.) |
Invitations are extended to three finalists to present an oral
response. |
| Oral Presentations |
Wednesday, February 26
(8:00-9:30 a.m.)
(10:00-11:30 a.m.)
(1:00-2:30 p.m.) |
On-site presentations of response and of candidate teams. |
Bidders' Conference
All prospective partners are invited to the partner evaluation "kickoff"
meeting. In order to accommodate all participants, please limit the
number of representatives to two. At this time, Neiman Marcus will present
the RFP documents, the partner selection process and review the project
progress to date. From this point forward, all communications (written
or oral) should be directed exclusively to the Neiman Marcus point of
contact.
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While participants will be strongly encouraged to utilize the Open
Line forums to present and address discovery questions, Neiman Marcus
appreciates that from time-to-time, certain issues may arise that require
full confidentiality. Neiman Marcus reserves the right to accept or
reject such "out-of-band" inquiries and may or may not acknowledge the
existence of such activity to the other participants.
Notification of Intent/Non-Disclosure Agreement
Per above ("Vendor Guidelines: Invitation to Propose"), please inform
Neiman Marcus of your ability and willingness to participate in the
evaluation process.
Open Line Question and Answer
By providing an established time and place for addressing the inevitable
questions that arise in preparing the presentation, it is intended to
facilitate all parties' ability to address and resolve those questions
quickly. Please note that these sessions are conducted in an open forum.
This is intended to ensure that all participants have equal access to
information and to mitigate Neiman Marcus requirements to answer the
same question repeatedly.
Written Responses Due
Neiman Marcus expects a full and complete written response to this
RFP and will place significant emphasis on the contents of that response.
The selection committee will review proposals during the latter half
of the week of February 10 and based on the responses, will narrow its
consideration to no more than three (3) firms who will be asked to present
their response and proposed teams onsite on February 26.
Invitation to Present Oral Responses
In order to mitigate resource requirements of all parties, Neiman
Marcus will narrow its field of consideration based on the written responses.
Neiman Marcus will invite up to three (3) "finalist" firms to present
orally their proposals. These invitations will be extended no later
than the morning of Tuesday, February 18.
Oral Presentations
Neiman Marcus will host the finalist presentations on Wednesday,
February 26, at the NM/IS Customer Way facility. Each firm will be given
90 minutes in which to present its proposed Gap Analysis team and highlights
from its written response.
While we appreciate the perspectives and experience that a large number
of your participants may provide, we ask that you limit your participation
to no more than 6 individuals.
Selection Committee
Human Resources
- Karl Mayer NMG Director, Employee Benefits
- Lee Roever NM/HR Vice President, Human Resources
Finance
- Kerry Carney NM/Finance Assistant Controller
Information Systems
- Michael Tobey NM/IS Vice President, Applications Development
- Rick Bolka NM/IS Director, Applications Development
- Cameron Humphries NM/IS Manager, Applications Development
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Vendor Guidelines
RFP Response Format
Prospective vendors should address the requirements outlined in
this RFP as directly and concisely as possible. Extraneous information
with no apparent connection to Neiman Marcus and this RFP will dilute
the focus that decision makers can give to your proposal and may adversely
affect our consideration of your proposal.
Vendor responses to this RFP will become a part of the final contract
between Neiman Marcus and the vendor, and participants are requested
to provide their proposal in the following format:
Letter of Transmittal
The letter of transmittal should be no longer than two (2)
pages and should include the following:
- A brief statement of the firm's understanding of the mission-critical
nature of the Gap Analysis to NMG's successful implementation of an
HCMS.
- A brief statement of the proposed services to be provided.
- A statement of commitment to provide the services requested within
the time and manner specified.
- The names of personnel authorized to represent the firm, including
titles, addresses, phone and FAX numbers. Please know that Neiman
Marcus would prefer to communicate with a single individual.
- A summary of the prospective partner's qualifications to perform
this type of engagement.
Table of Contents
The table of contents should include a clear and complete identification
of the materials submitted by section and page number.
Understanding of Scope
Prospective partners should indicate that they understand the
scope of this opportunity by responding to the questions in the "Background
Information: Project Overview" section of this RFP.
Recommendations/Methodology
Prospective partners should offer recommendations based on
their experience with this type of Analysis, the Oracle e-Business Suite,
and the retail vertical. These recommendations should include project
structure, appropriate timelines, deliverables, and approach/methodology.
Proposed Project Team
Prospective partners should provide the information requested in
the "Partner Background: Project Team Composition" section of this RFP.
Please note our requirements to specify actual team composition.
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Workplan
Prospective partners should present a workplan that addresses how
their proposals will achieve our requirements, as presented in the "Background
Information: Project Overview" section of this RFP. The workplan should
describe the deliverables, identify resource requirements, highlight
potential risks and appropriate risk mitigation strategies.
Cost Requirements
Prospective partners should provide the information requested
in the Cost Summary section of this RFP.
Client References/Previous Relevant Experience
Prospective partners should provide the information requested
in the "Partner Background: References/Experience" section of the RFP.
Standard Terms and Conditions
Prospective partners should provide Neiman Marcus with a copy
their standard terms and conditions.
Appendix
Prospective partners may provide any additional information
that the vendor considers appropriate for this proposal in an Appendix.
Exceptions to this RFP
Prospective partners may find instances in which their operations
do not function in a manner that is consistent with the specifications
of this RFP. In such cases, it is permissible to take exception to portions
of this RFP. The exceptions should be clearly identified. Please be
prepared to document and describe any advantages that these exceptions
represent to Neiman Marcus.
Confidentiality
This RFP and all materials submitted by Neiman Marcus must be considered
confidential. Neiman Marcus requests that this RFP not be copied and
not be forwarded to any third party for evaluation or for any other
purpose without Neiman Marcus's express written consent. All prospective
partner personnel should note that they are under a signed, mutual confidentiality
agreement.
When submitting confidential material to Neiman Marcus, prospective
partners must clearly mark it as such.
Neiman Marcus Background
The Neiman Marcus Group (NMG), a publicly traded specialty
retailer (NYSE: NMGa) headquartered in Dallas, Texas, is one of the
nation's premier specialty store retailers, operating stores under the
banners of Neiman Marcus, Bergdorf Goodman, Neiman Marcus Last Call,
Chef's Catalog and Horchow Finale. NMG also operates the direct-to-consumer
catalogs of Neiman Marcus By Mail, Horchow and Chef's Catalog, as well
as the e-commerce sites of NeimanMarcus.com, Horchow.com and ChefsCatalog.com.
In addition to its retail properties, NMG owns the majority interest
in Kate Spade and Laura Mercier. The company has locations throughout
the United States and a call center in Canada. In the most recently
completed fiscal year, gross revenues for NMG were $3.0 billion.
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NM/Human Resources
NMG employs approximately 16,500 sales associates, merchants and
support staff, including 150 unionized employees in the Bergdorf Goodman
division located in New York, NY. Of these employees, 12,700 are hourly
(exempt and non-exempt) and 3,350 are salaried (exempt). NMG has stores
and operations located across the United States and also operates support
functions in Canada. Although there is no additional international presence
at present, future expansion may include international operations in
Canada and beyond.
NM/lnformation Services
Beginning in 2001, NM/IS embarked upon the wholesale replacement
of its core legacy systems. As envisioned, this effort will retire the
bulk of its systems architecture—much of which is internally developed
and mainframe-based—and replace it with a "best-of-breed" approach,
relying on commercial, Enterprise applications that utilize current
n-tier architecture.
The organization employs a wide range of technology including mainframe,
mid-range (AIX and Solaris), and departmental servers (NT). NM/IS services
are centralized at the company's Las Colinas data center.
In addition to its recent investment in Oracle Financials, NM/IS has
made several strategic technology investments that it intends to leverage
across its enterprise functions. It is expected that experience in one
or more of these technologies could bring value to the anticipated integration
of Oracle HCMS into the NM/IS infrastructure.
- Business Intelligence. NM/IS is in the process of standardizing
its business intelligence/decision support on Business Objects. Because
the Vision for HCMS, outlined briefly below, places an emphasis on
the contributions provided by Workforce Analytics broadly defined,
customization and development of the solution provided reporting capabilities
are anticipated. Further, it is desired to provide the business user
and technology communities with a consistent BI interface and support
requirements.
- Portal. NM/IS is launching its corporate intranet/extranet
based on the ATG Dynamo portal framework. Selection of this platform
allows NM/IS to leverage its extensive experience with ATG's commerce
platform and personalization capabilities. The Gap Analysis should
explore opportunities to leverage the capabilities provided by Oracle
e-Business suite within the ATG portal. These capabilities include
security/directory services. Additionally, the Gap should outline
a strategy for integrating the self-service capabilities provided
by e-Business with ATG.
- Extraction, Transformation, and Load (ETL). NM/IS
has selected Informatica's PowerCenter for its packaged ETL requirements
and uses that technology to support the ETL requirements of Oracle Financials
and Neiman Marcus Online. Our intention is to leverage this investment
as warranted across the enterprise. The Gap Analysis should explore
how Informatica may be used to support analytical database requirements
and whether the ETL intellectual property contained within e-Business
suite warrants the adoption and use of Oracle Warehouse Builder (OAB).
The Gap Assessment should address how best to manage Oracle Financials
and Oracle HCMS within the broader NM/IS architecture, including staffing
and support, as well as identifying opportunities to leverage these
existing strategic systems investments best to support the Oracle HCMS
deployment.
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Project Overview
Background
Replacement of the HR systems, supporting payroll, commissions/incentives,
and benefits ("Kronos," the existing timekeeping system, will not be
replaced), was originally scheduled to initiate in January 2004. The
ongoing success of current system replacements, coupled with the critical
business benefits promised by a new HR system, have prompted senior
NMG management seriously to consider accelerating deployment of the
Human Capital Management System ("HCMS"), as the HR replacement initiative
is called, by 12 to 15 months. Reflecting the depth of that commitment,
executive and functional sponsorship of the project has already been
established and an initial "visioning" session, involving 40 NMG participants
at all levels, has been conducted. Additionally, through the months
of November and December, Neiman Marcus functional leaders compiled
a high-level set of feature and functionality requirements, which were
then used to compare the Oracle and PeopleSoft application. Based on
that analysis, the executives selected Oracle as the preferred provider
for the subsequent Gap Analysis.
"Visioning"/Strategic Objectives
The Human Capital Management project envisions replacing the current
HR systems, which are designed to automate the traditional HR transactional
responsibilities of administering payroll and benefits, with a value-creating
system that more fully enables HR to participate in the strategic activities
of the company. The "Visioning" process highlighted these value-creating
opportunities in particular:
- Workforce Analytics/Performance Management. Looking
beyond standard HR reporting metrics. Workforce Analytics should enable
management to track and evaluate performance across key, multi-disciplinary
metrics such as merchandise margin, customer data, marketing campaign
activity and training/education.
- Self-Service/Open Enrollment. Allowing employees
and managers to conduct many of the administrative tasks that currently require HR
staff will
both improve the employees level of service, reduce the cost associated
with providing and administering HR services, and free HR staff and
management to pursue a variety of value-added activities.
- Competency Management/Recruitment and Development. By establishing
a single repository for employee data, NMG will be better positioned
to leverage the talents and competencies of its own employees. These
capabilities should enable NMG to reduce the cost associated with
acquiring talent, improve the fit of placements, reduce turnover,
and allow management to align employee competencies with strategic
objectives.
In addition to these strategic capabilities, the Visioning session
also explored the baseline activities that the HCMS is expected to support
and improve.
- HR Administration. Provide a consolidated, comprehensive,
and cradle-to-grave management of an associate's relationship with NMG. These
capabilities will reduce the associated administrative costs and improve
employee retention.
- Recruiting and Staffing. Automate, manage,
and track the recruitment and staffing process, leveraging where possible
the competency management activities referenced above. These capabilities
will reduce the cost of recruitment and staffing as well as improve
the fit of placement.
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- Benefits. Support the breadth of regulatory requirements
and plan compositions that will enable NMG to offer and manage an
array of benefits alternatives that are competitive in the marketplace
and cost effective to the company.
- Payroll. Manage existing and future payroll requirements,
as well as provide full integration with Accounts Payable.
Product Selection
Following conclusion of the Visioning session in early November,
the project's functional sponsors worked with the IS organization to
prepare a requirements scorecard, consisting of some 60-70 features,
that Oracle and PeopleSoft were requested to demonstrate. Not surprisingly,
Oracle and PeopleSoft competed strongly and competitively in nearly
all areas of the scorecard. Oracle differentiated itself in three areas,
leading to its unanimous selection by the executive team.
- Incentive Compensation. A critical driver for this
project is that it should enable management to measure and align employee
performance with strategic business objectives. Based on the oral
and written product demonstrations, it is anticipated that Oracle's
Incentive Compensation module will provide business managers with
a rich and powerful means of making the findings from Workplace Analytics
and CRM actionable. Our understanding is that retail application of
the Incentive Compensation module is relatively untested. The Gap
Analysis should identify potential risks and challenges to deploying
Incentive Compensation against the high and strategic expectations
that will be placed upon it.
- Integration Requirements. Integrating Oracle HRMS
with Oracle Financials is believed to be far less onerous and far
less risky than integrating Financials with PeopleSoft. While intuitively
this seems self-evident, the Gap Analysis should confirm these benefits,
identify opportunities to leverage Oracle functional and technical
expertise, and highlight any potential complications between Financials
and HRMS.
- Technology Standards. Relying on standards, such
as the Java language and J2EE application servers, the technology
team possesses a greater existing skill set to leverage in the development,
administration and operation of Oracle applications. There is also
greater confidence in IS' ability to support customization in Oracle
than in relying upon PeopleTools/PeopleCode. It is anticipated that
this will provide a variety of benefits to NM/IS. The Gap Analysis
should confirm this understanding and identify opportunities to leverage
these standards across the IS organization.
Gap Analysis
The Gap Analysis phase is used to validate the product selection
by assessing its detailed functional capabilities against existing business
requirements and processes, which at this point have not yet been systematically
explored and formally documented. The Gap Analysis will encompass calculating
the hard and soft returns that the HCMS will provide, calculations that
will be presented to the Board of Directors as justification for final
funding and go-ahead approval.
Project Phase Objectives
The deliverables of the Gap Analysis phase will achieve the
following objectives.
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- Identify Gaps. The Gap assessment will highlight
areas in which Oracle HCMS cannot meet existing business requirements
without application development activity. These gaps will be scrutinized
heavily and may prove to be candidates for business process reengineering
rather than for application customizations.
- Develop Implementation Plan. The Gap will establish
a proposed project plan, including timelines, milestones, phases and
costing, all of which will be relied upon for resource allocations
and for establishing appropriate expectations at all levels of the
organization.
- Propose Implementation Team Composition. The Gap
will provide recommendations regarding the project team composition,
with a particular focus on NMG participation requirements. This will
be used to secure the appropriate level of participation, up to and
including full-time project allocation, of both Neiman Marcus functional
and technical personnel.
- Establish Staffing Requirements. The Gap will recommend
the go-forward staffing requirements, again for both technology and
functional support. These recommendations will likely result in organizational
changes, transfers, hiring and terminations.
- Forecast Budget Requirements and ROI. The Gap will
enable executives and senior management to move forward with confidence
that the project is sufficiently resourced for success and that the
project will deliver an acceptable ROI.
Principle Deliverables
- Functional Requirements Discovery. The Gap team will
meet with representatives of all relevant business functions in order to document
fully NMG's functional requirements for its HCMS. Additionally, the Gap team
will meet with representatives of all applications, database and systems
functions in order to establish the technology requirements for successful
deployment and administration of the HCMS. These discovery activities,
documented separately, will provide sufficient detail for the implementation
team to use them (without additional analysis or development) as the
functional and technical specifications for HCMS development.
- Fit/Gap Assessment. The Gap team will assess each
enumerated requirement against the capabilities of Oracle HRMS suite.
As appropriate, the Gap team will advise of third-party applications
that may be used to address gaps. If gaps are found to be the result
of divergent HR, Benefits, Payroll or IS practices, the Gap team will
advise that gaps could be addressed through process reengineering activities.
- Proposed Implementation Plan/Costing. The Gap team
will develop a proposed implementation plan. This plan will reflect the team's experience
with deploying Oracle HCMS in similar or otherwise relevant
environments. Based on the Requirements Discovery, the Fit/Gap
Assessment and all other relevant experiences, the Gap team will identify
opportunities for phasing the implementation, will identify potential
project risks, will develop a milestone-level timeline for each phase, and
will establish budgetary estimates for each milestone. It is understood
that this resource allocation activity must be sufficiently detailed and accurate
to request and obtain final budgetary approval. There will be no opportunity
to
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obtain additional funding whatsoever beyond that approval. The proposed
implementation plan, therefore, must account for a broad array of
scope modification and general contingencies.
- Project Staffing. The Gap team will propose a staffing
model to support the application during development, go-live and post-deployment. Staffing
model must address requirements for full-time, contract and temporary
staff, as well as for the implementation partner. This staffing model
should encompass all relevant areas, including functional support, systems,
security, database, change management, application development, business
analysis and management. The team should construct the staffing model
in light of existing Oracle applications and database resources, drawing
attention to opportunities to leverage resources and skill sets across
the teams. In addition to a proposed organization chart, the team will
write job descriptions, establish employment qualifications, and assist with
an organizational change management plan to migrate, train, hire and/or
terminate staff as necessary to fulfill the staffing plan. Gap team
members may be called upon to participate in the hiring process.
- Process Reengineering Opportunities. There are
a variety of reasons why Neiman Marcus desires to avoid customizations. Not only do
customizations increase the risk and complexity of the initial
implementation, they further complicate upgrade and maintenance
activities. Additionally, customization requirements for an enterprise-grade,
tested and mature application also may indicate a broad divergence
between NMG practices and industry-leading practices. As gaps may be revealed,
the Gap team will identify those gaps that portend candidate opportunities
for additional process reengineering.
- Application, Database and System Scoping. The Gap
team will validate that the proposed Oracle e-Business modules are required to
address business requirements. If there are gaps that could be appropriately
addressed by the inclusion of additional Oracle or by using third-party
modules, the gap team will identify those gaps, the recommended software
package and both the costs and benefits associated with that approach.
Once the application modules are adequately scoped, the Gap team, in
consultation and cooperation with NM/IS technologists, will then scope
system and database requirements. The Gap team may also offer
recommendations to configuration and architecture that will improve
either the operations of the HCMS deployment or that of existing applications
following the HCMS deployment. These scoping activities will be used
to budget hardware and, as relevant, with additional resource allocation
activities.
Oracle has presented Neiman Marcus with an offer to upgrade its existing
Financials applications to the Oracle e-Business suite instead of purchasing
the HRMS applications "a la carte." The Gap team will review this proposal,
confirm that the upgrade licensing terms are sufficient and appropriate,
and make a recommendation regarding whether to acquire the HRMS applications
via the e-Business upgrade or the a la carte model.
- Ongoing Development Maintenance and Support Requirements.
The Gap team will identify the expected on-going maintenance
and support requirements of the HCMS as deployed at NMG. This will include
recommended practices and approaches regarding security, portal integration,
and SCM, as well as the pure baseline operational tasks.
DOJ.KY.A.0000000353
DOJ.KY.A.0000000354
- Return On Investment (ROI) Analysis. The Gap team
will work with HR and IS executives to prepare a detailed ROI analysis.
This analysis will include both soft and hard cost recoveries. If
appropriate, it may include census recovery as well.
- Implementation RFP. The Gap team will prepare the
RFP to select the implementation partner. While the Gap partner will
clearly be very strongly positioned to win the implementation opportunity,
these elections will be awarded independently and equitably. The Gap
team, therefore, will be expected to craft an RFP that is robustly
scoped and sufficiently detailed to support Neiman Marcus' selection
of a highly qualified implementation partner.
Vendor Profile
Prospective partners should provide responses to the following questions:
- Describe your company's background and relationship to Oracle applications
and to active practitioners of Human Capital Management. Please state
historical dates, parent company (if any) and mode of operation.
- Is this your company's only business? If no, please describe the
other functional areas and industries in which your firm operates.
- What are your future plans in the areas of Oracle applications and
Human Capital Management?
- Provide annual reports and/or financial statement for the years
2000-2002. (Annual reports may be added as an Appendix.) State timing
of fiscal year end.
- List any special relationships with other companies that improve
your ability to be a leader in the area of deploying Oracle HRMS and
assisting Fortune 1000 firms in the area of leading Human Capital
Management practices.
- Describe any legal issues or constraints that could conceivably
affect a relationship with Neiman Marcus.
Project Team Composition/Structure
Prospective partners should supply current resumes, curriculum vitae
("CVs") or other appropriate statements of qualifications for each member
of the proposed team. Understand that these candidates should be the
actual proposed team members and not surrogates for a team whose composition
will be established subsequently to the opportunity being awarded. Failure
to commit individuals to this opportunity will significantly and adversely
affect our consideration of your response. Changes to team composition
without the express and advance written consent of NMG will be considered
a material breach of the subsequent agreement.
Please describe each team member's availability for the foreseeable
duration of this project, identifying any known issues that might compromise
or materially affect their participation on the project.
DOJ.KY.A.0000000355
DOJ.KY.A.0000000356
Finally, presentation of the proposed project team should include proposed
organizational structure, as well as a description of roles and responsibilities.
Experience
Prospective partners should provide Neiman Marcus with a list
of client references as well as an explanation of previous relevant
experience. For each client reference, please describe the dates and
scope of that engagement Neiman Marcus may request you to arrange one
or more reference calls, but also reserves the right to leverage its
industry contacts and relationships in order to approach any firm listed
as a reference. Understand that misleading or inaccurate representations
of experience will adversely affect our consideration of your proposal
and may result in immediate removal from consideration.
Estimates of Costs
The proposal should outline a price quote and all pricing options
available to support the requirements and deliverables described above.
Type of Estimate
The proposal should indicate whether it is time and material
or fixed-bid, and discuss any options or alternatives in regards to
either option. If your proposal incorporates bonuses or penalties for
performance, please describe it here. As you anticipate synergies from
winning both gap and implementation phases, please describe the hard
financial benefits to Neiman Marcus here as well.
Detailed Estimate
The proposal should provide a detailed cost estimate that correlates
directly to the workplan and methodology you described earlier. Contingencies
and options related to the workplan and associated deliverables should
be discussed here, as well as the identification of any expenses, such
as travel.
Schedule of Rates
The proposal should outline the hourly rates for each resource
named in the response. Travel policies, including expenses, should be
discussed here.
DOJ.KY.A.0000000357
DOJ.KY.A.0000000358
| Appendix A: Non-Disclosure Agreement |
THE NEIMAN MARCUS GROUP, INC.
1618 Main Street
Dallas Texas 75201
STRICTLY PRIVATE AND CONFIDENTIAL
TO: ____________________
____________________
____________________ |
_______________________, 2003
|
| Dear ___________________ : |
|
The Neiman Marcus Group, Inc. (together with any of its subsidiaries
or affiliated companies, partnerships or agents, "NMG") and ________
(together with any of its subsidiaries or affiliated companies, partnerships
or agents, "Supplier") are interested in exploring a potential strategic
alliance (hereinafter, the "Alliance") of certain aspects of their respective
businesses (collectively, "the Businesses"). In consideration of NMG
and Supplier agreeing to make Confidential Information (as hereinafter
defined) available to the other, NMG and Supplier hereby agree and undertake
to hold, keep, treat and deal with all such Confidential Information
in accordance with the terms of this letter.
- Definitions. In this letter the terms set forth below shall
have the following meanings:
"Confidential Information" means, without limitation:
- all information (as hereinafter defined) relating directly or indirectly
to the Businesses or the Alliance that is disclosed by or obtained directly or indirectly (whether
by the receipt of documents, orally or through obsertation) from either NMG or Supplier,
as the case may be; and
- All information relating to either NMG or Supplier, as the case
may be, that is disclosed by or obtain directly or indirectly (whether by the receipt of documents,
orally or through observation) from either NMG or Supplier, as the case may be; and
- The fact that discussions regarding an Alliance of the Businesses
are taking place and the contents of this letter; and
- All information obtained from any director, officer, employee, subsidiary
or parent company, agent, professional adviser, contractor or "controlling person" (within
the meaning of Section 20(a) of the Securities Exchange Act of 1934, as amended) of either
NMG or Supplier, as the case may be (said directors, officers, employees, subsidiary or parent companies,
agents, professional advisers, contractors and controlling persons being hereinafter collectively
referred to as "Representatives" and singularly as a "Representative").
BUT EXCLUDING:
- Information that is generally available to the public at the time
of receipt by either party hereto or its Representatives, or subsequently
becomes generally available to the public, otherwise than as a consequence
of a breach of the terms of this letter by the receiving party or its
Representatives; or
DOJ.KY.A.0000000359
- All Information that is properly and lawfully in the possession
of NMG, Supplier or their respective Representatives, as the case may be, and which was not obtained
directly or indirectly from NMG or Supplier, as the case may be, nor from another source known
to NMG or Supplier as the case may be, to be bound by a duty of confidentiality to NMG
or Supplier, as the case may be; or
- Information that is shown to have been at any time acquired by NMG,
Supplier or their respective Representatives, as the case may be, from a third party who (i) was
lawfully in possession of such Information, (ii) had the right freely to discloses such Information;
and (iii) was not bound by a duty of confidentiality to NMG or Supplier, as the case may be; or
- Information that is shown to have been at any time developed by
NMG, Supplier or their respective Representatives, as the case may be, independently of and
without reference to the Confidential Information of the other party.
All reference to Confidential Information in this letter shall be the
whole or any part of parts thereof as the context permits.
"Information" means:
All financial, trading, business, organizational or legal information
of any nature whatsoever and in whatever form, including without limitation
all data, know-how, trade secrets, formulations, analyses, compilations,
studies, collections of data, proposals and plans, whether in writing,
conveyed orally or by facsimile transfer recording, diagram, financial
statements, computer program, electronic mail or any other machine-readable
medium, and including all data, know-how, trade secrets, formulations,
analyses, compilations, studies, collections of data, proposals and
plans containing or otherwise reflecting or generated from such information.
- Duty to Keep Confidential Information Confidential.
NMG and Supplier hereby agree and undertake that with respect to the
other party's Confidential Information they will:
- Treat and keep all Confidential Information as secret and confidential;
- Not divulge reveal, publish, communicate or disclose any Confidential
Information (directly or indirectly) to any other person, except:
- With the prior written consent of the other party hereto; or
- To such of their respective Representatives who are required,
in the course of their duties, to receive and consider such Confidential
Information for the purpose of evaluating an Alliance with respect to
the Business", provided, however, that each such Representative shall
be bound by the terms hereof; or
- As may be required by law (subject, in all cases, to the provisions
of paragraph 5(b) below);
- Be responsible for any breach of the terms of this letter by their
respective Representatives;
- Not use any Confidential Information in any way or for any purpose
other than to evaluate an Alliance with respect to the Business and determine whether they wish
to pursue such an Alliance;
- Not use any Confidential Information for their personal benefit,
or for the personal benefit of their respective Representatives, or for the personal benefit of any other
person;
DOJ.KY.A.0000000360
-
- Not divulge, reveal, publish, communicate or disclose (directly
or indirectly) to any other person (other than their respective Representatives
identified in paragraph 2(b) (ii) above) the existence of this letter
of its contents, nor the fact that Confidential Information has been
supplied to or obtained by either party hereto or that negotiations
or discussions are currently taking place concerning an Alliance involving
the Business or any other matter relating to discussions or negotiations
which may be taking place, except as required by law (in which case,
each of NMG and Supplier agree to comply strictly with the terms of
paragraph 5(b) below);
- Maintain the secrecy and confidentiality of the Confidential Information
and ensure that the Confidential Information is not disclosed by any
person (in whole or in part) contrary to any of the terms of this letter;
- Not make any public or other announcement with respect to an
Alliance of the Businesses, and ensure that one of their respective
Representatives make any such announcement, except as required by law
(and in that event only in a form that has been approved in advance
by both parties);
- Under all circumstances, be responsible for, and indemnify the
other party hereto from and against, all damages, fees, costs and other
expenses (including without limitation reasonable attorneys' fees and
costs of court) resulting from any breach of this letter by each of
them or their respective Representatives.
- Return of Documents.
NMG and Supplier hereby agree and undertake that in the event either
party hereto ceases to be interested, for any reason, in continuing
to evaluate an Alliance with respect to the Business, said party will
promptly inform the other party in writing of its decision, and NMG
and Supplier will (i) immediately deliver to the other party or destroy
all documents (including, without limitation, diagrams, tapes, computer
programs or other machine-readable materials) which contain any Confidential
Information of the other party hereto that has been supplied or made
available to them or any of their respective Representatives, and (ii)
certify in writing to the other party hereto that it has complied fully
with the provisions of this paragraph. Analyses, compilations, studies
or other documents, in whatever format or medium, prepared by NMG, Supplier
or their respective Representatives in a good faith effort to evaluate
one copy of the other party's Confidential Information in its outside
counsel's files solely for the purpose of determining its continuing
obligations hereunder. Notwithstanding the return, destruction or retention
of such documents, the obligations of confidentiality and all other
obligations set out in this letter shall remain in full force and effect
- No Representation or Offer.
- NMG and Supplier hereby agree and undertake that neither this letter
nor the provisions to the other party hereto of any Confidential Information shall constitute
a representation or warranty as
to the accuracy or completeness of such Confidential Information by
NMG or Supplier or any of their respective Representatives. In addition, and for the avoidance
of doubt, NMG and Supplier understand that neither the contents of this letter nor the furnishings
of any Confidential Information to the other party hereto constitutes, in any manner whatsoever,
an offer promise or binding obligation by or an behalf of either NMG or Supplier to enter
into any agreement or
arrangement with the other party hereto concerning an Alliance or the
Business, nor shall it
constitute the basis of any such contract or arrangement which may
be relied upon by either party.
- NMG and Supplier further acknowledge and agree that neither party
hereto will make any representation or warranty, express or implied, as to the accuracy
or completeness of any Confidential Information except to the extent set forth in a definite
agreement or agreements entered into as a result of the commercial discussions contemplated
in this letter.
DOJ.KY.A.0000000361
- NMG and Supplier further acknowledge and agree that they will acknowledge
in any definite agreement which may be executed in relation to an Alliance
concerning the Businesses that they have not relied on or been induced
to enter into such agreement by any Confidential Information, except
to the extent other wise set forth in such agreement.
- General.
- Any failure or delay by NMG or Supplier in exercising any right,
power or privilege hereunder shall not constitute a waiver hereunder, nor shall any single or partial
exercise thereof preclude any further exercise of any right, power or privilege or the exercise
of any other right, power or privilege.
- In the event that either NMG or Supplier is requested or becomes
legally compelled (by oral questions, interrogatories, requests for information or documents,
subpoena, civil investigative demand or similar process, statues or rules and regulations of the
Securities and Exchange
Commission, stock exchange or otherwise) to disclose any of the Confidential
Information, it shall
immediately provide the other party with written notice of such requirement
proceedings or action.
The party so requested or compelled will keep the other party fully
and promptly informed of all
such matters so that the other party may seek a protective order or
other appropriate remedy and/or
waive compliance with the terms of this letter. In the event that such
protective order of other
remedy is not obtained or the other party of the Confidential Information
to be disclosed in
advance of is disclosure, whereupon such disclosure will not result
in any liability hereunder.
- Without the prior written consent of the other party hereto, for
the period commencing on the date hereof and continuing through the expiration of three (3) years from
the date all discussions
relating to an Alliance of the Business cease, neither NMG nor Supplier
nor any of their respective
subsidiaries, parent companies or affiliates will directly or indirectly
solicit for employment
(including without limitation through the retention or activities of
a recruiting firm) any person
who is currently employed by the other party hereto.
- NMG and Supplier hereby further acknowledge and agree that (i) damages
would not be an adequate remedy for a breach of any provision of this letter, and (ii)
in the event of a breach of any
provision of this letter, the non-breaching party shall be entitled
to injunctive relief (without the
necessity of posting a bond in connection therewith) in addition to,
and not in limitation of, any
other remedies to which it may be entitled, at law or in equity.
- The provisions of this letter shall continue in effect for a period
often (10) years from the date hereof, notwithstanding any decision by either party not to proceed
with the commercial discussions contemplated herein regarding an Alliance of the Businesses
or the return of any Confidential Information pursuant to paragraph 3 above.
- In the event that any term of this letter shall be void or unenforceable
as a matter of law, such term shall be deleted and the remaining terms shall continue in full force
and effect.
- For purposes of this letter, the term "affiliate" or any variations
thereof shall have the meaning ascribed to it in Rule 12b-2 of the Securities Exchange Act of 1934,
as amended.
- This letter shall be governed by and construed in all respects
in accordance with the laws of State of Texas, exclusive of any provisions
relating to conflicts of laws. The venue for the resolution of all disputes
arising out of or in connection with this letter shall be exclusively
in a court of competent jurisdiction sitting in Dallas County, Texas.
DOJ.KY.A.0000000362
If you are in agreement with the foregoing, please so indicate by signing
and returning one copy of this letter, whereupon this letter shall constitute
a binding agreement between the parties hereto with respect to the subject
matter hereof.
Sincerely,
THE NEIMAN MARCUS GROUP, INC.
By: _______________________________
Its: _______________________________
TO: The Neiman Marcus Group, Inc.:
We hereby agree to and accept the terms of your letter to us dated
________________ , 2002, a copy of which is set out above.
_______________________
(Supplier)
Date: ___________________ By: _________________________
_______________________________ , President
DOJ.KY.A.0000000363
DOJ.KY.A.0000000364
| Appendix B: Notice of Intent to Respond |
Should your company determine that it wishes to participate in the
RFP process for the HCMS Gap Analysis, please fax a completed and signed
copy of this page to Cameron Humphries. The fax information is already
completed for Neiman Marcus. Please complete the remainder of the document
and return it by Friday, January 31, 9:00 a.m.
Fax
| To: |
Cameron Humphries |
From: |
|
| Fax: |
972/401-6598 |
Company |
|
| Phone: |
972/401-6673 |
Date: |
|
| Re: |
Notice of Intent to Respond |
CC: |
|
Mr. Humphries:
Please accept this as formal notice of our intent to propose on the
HCMS Gap Analysis project. We have reviewed the information and believe
that we can provide a quality proposal within the timeframe allotted.
We agree to abide by the guidelines and directions set forth in this
RFP.
All sales correspondence should be address to the following contact:
Name: ______________________________________________
Address: ____________________________________________
___________________________________________________
Phone: ______________________________________________
E-Mail:______________________________________________
DOJ.KY.A.0000000365
DOJ.KY.A.0000000366
DOJ.KY.A.0000000367
|