Smart Schools in City of Bhopal Smart City Development Corporation
Smart Schools in City of Bhopal Smart City Development Corporation
Smart Schools in City of Bhopal Smart City Development Corporation
For
MPBSCDCL/TENDER NO - 54
Date: 17/07/2018
Table of Contents
Abbreviations ....................................................................................................................................... 7
Notice Inviting Bid .............................................................................................................................. 8
Bidding Data Sheet .............................................................................................................................. 9
1. Section I - Invitation for Bid ...................................................................................................... 11
1.1. Project Background ............................................................................................................. 11
1.2. Project Objective ................................................................................................................. 12
1.3. Current Tender Objective .................................................................................................... 12
1.4. Site Visit before Bidding ..................................................................................................... 16
2. Section II – Instruction to Bidders ............................................................................................. 16
2.1. General ................................................................................................................................ 16
2.2. Consortium Condition ......................................................................................................... 17
2.3. Pre-Bid Meeting and Clarifications..................................................................................... 19
2.4. Sealing, Marking and Submission of Bids .......................................................................... 20
2.5. Submission and Opening of Bids ........................................................................................ 22
2.6. Rights to Terminate the Process .......................................................................................... 23
2.7. Language of Bid................................................................................................................. 23
2.8. Implementation Partner Participation Criteria .................................................................... 23
2.9. Rights to Accept/Reject any or all Bids .............................................................................. 24
2.10. Modification and Withdrawal of Bids ................................................................................. 24
2.11. Notifications of awards and Signing of Contract ................................................................ 25
2.12. Performance Bank Guarantee.............................................................................................. 25
2.13. Failure to agree with the Terms and Conditions of the Bid/Contract ................................. 25
2.14. Terms and Conditions of the Bid ........................................................................................ 25
2.15. Legal and Stationery Charges ............................................................................................. 26
2.16. Bid Currencies ..................................................................................................................... 26
2.17. Bid Validity Period.............................................................................................................. 26
2.18. Rectification of Errors ......................................................................................................... 26
2.19. Bidder Qualification ..................................................................................................... 26
3. Section III- Qualification and Evaluation Methodology ........................................................... 27
3.1. Pre-Qualification Criteria .................................................................................................... 27
3.2. Technical Evaluation Criteria.............................................................................................. 30
3.3. Financial Evaluation .......................................................................................................... 33
3.4. Final Evaluation of Bid ....................................................................................................... 34
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Abbreviations
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Selection of IA for Design, Development, Implementation and Management of Smart
Schools in City of Bhopal, Sagar and Satna
Dated: 17/07/2018
The Bhopal Smart City Development Corporation Limited represented by CEO , on behalf
of Sagar Smart City Limited and Satna Smart City Development Limited, now invites bids
from eligible Implementation Agency for this project.
The complete BID document (Tender Document) can be viewed / downloaded from the
department account of Bhopal Smart City Development Corporation Limited on e-
procurement portal https://www.mpeproc.gov.in.
Please note that the BSCDCL reserves the right to accept or reject all or any of the Bids
without assigning any reason whatsoever.
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S. No Particulars Details
13. Presentation on technical <27-08-2018> at <11:00 hrs>
solution by bidders (For
Bidders who gets qualified in
Pre-Qualification)
14. Date of opening of Financial To be intimated later
proposal
Email Address The prospective Bidder requiring any
15. clarification to the RFP shall contact BSCDCL
through email by sending the queries at
[email protected]
Address for Communication Chief Executive Officer
16. Bhopal Smart City Development Corporation
Limited,
Zone 14, near Tatpar petrol pump,
BHEL Govindpura,
Bhopal, Madhya Pradesh- 462023
Phone: 0755- 2477770
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The literacy rate of Bhopal is 85%, which is the 3rd largest in Madhya Pradesh . Sagar and
Satna, has a literacy rate of 86.5% and 64% respectively. Most of the ICT initiatives proposed
and being implemented by Bhopal, Sagar and Satna city have been identified with a
predominant objective to improve the quality of life of people, making them employable and
improvising the citizen services quality .
The State has authorized BSCDCL to take the initiative of floating this RFP for the Smart
Schools in Bhopal, Sagar and Satna, on behalf of the three cities.
This RFP aims at Setting up and commissioning of Smart School equipped with
Learning Management System, Smart Classrooms and Central Studio in the
identified 27 Schools of the three cities - Bhopal, Sagar and Satna.
BSCDCL invites e-tender for Technical and Financial bid proposal from eligible Bidders for
setting up of Smart School with the following scope:-
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Note: - Bidders may note that Bids are to be submitted as per the instructions laid out in
Section 2 of the tender document. The selection of successful bidder would be in three
steps: Pre-Qualification , Technical Bid and Financial Bid.
The Agency selected through this RFP Process shall undertake the following activities:-
An Interactive White Board System or similar solution that can enable teachers
to engage students and get them to pay attention, participate and interact with
teachers and other students. Smart Boards with multi-touch points helps to
support collaborative material that utilizes every inch for interaction.
Interactive projectors easily make a dry erase board, plain wall or table an
interactive display.
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This Learning Management Solution will have to include the following features –
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4 Modern features for recording and replay of lectures in offline mode as well as
internet streaming. The Recorded lectures from the Central Studio has to be
integrated into the LMS and should be available for viewing, raising queries etc
by the students. Students should be able to ask questions in over chat/voice
communication.
8 This system would have subject-wise scores score feeding facility and
accordingly parents would be auto-notified of results through SMS.
3) Setup one Central Studio embedded with City Level Control system in
each of the three cities – Bhopal, Sagar, Satna
One Studio per city (for Bhopal, Sagar, Satna) will be set up for coordinated and
comprehensive learning. This will be in one of the Municipal schools in each city, at the
discretion of BSCDCL and other City SPV’s.
Install/replace the hardware and activate the software to run the lectures in classrooms
and VTC sessions in existing 27 Classrooms in each of the identified Schools of the three
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cities. Install all the required software to run VTC sessions on existing hardware in these
27 schools of the three cities.
Infrastructure in each school should enable students to view the online synchronous
training content, faculty video and hear the faculty voice. For smooth running of Virtual
Training Classrooms from Central Studio, voice facility has to be two way.
Assess the IT connectivity of the school and provide connectivity to run digital
classrooms, virtual training sessions, learning management system and library
management system with improved performance. There should be no lag between
video and voice for optimal learning experience.
Integration with the Central Studio and the ICCC, including upgradation /
replacement of servers and providing redundancy.
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The bidder shall be deemed to have satisfied himself of all conditions and
circumstances affecting the bid price, as to the general circumstances at the site of the
work, as to the general manpower availability at the site, water, electricity, bandwidth
availability and to have fixed his prices according to his own view of these.
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The bid security of the unsuccessful Bidder shall be returned as promptly as possible
once the successful Bidder has signed the Contract and furnished the required
performance security.
The bid security will be forfeited by BSCDCL on account of one or more the following
reasons:
o If a bidder withdraws its bid during the period of bid validity
o If the successful bidder fails to sign the contract in accordance with terms
and conditions of this RFP.
o In the case of a successful bidder, if the Bidder fails to sign the Contract or
to furnish Performance Bank Guarantee within specified time
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d. The Prime bidder shall be jointly and severally responsible for complete scope,
whereas consortium partner shall be severally responsible only for its
respective scope.
e. The role and responsibility of any member must be commensurate with the
technical/financial capabilities that such member is contributing towards
meeting the qualification criteria. Each consortium member is liable to
contribute resources in terms of knowledge, skills and trained manpower
commensurate with its role and responsibilities during the Contract Period.
f. The Consortium Agreement must also state that the period of the Agreement
would coincide with the Contract period. Consortium must continue to be in
existence during the period of the contract and that any change will be subject
to approval of the Authority (BSCDCL) only.
g. The final contract between the consortium members (The Consortium
Contract) would be available for legal vetting and open to suggestions by the
BSCDCL. BSCDCL will suggest binding corrections if it finds that such
contract does not meet its requirements and interests as per the Tender in
letter and spirit.
h. The Agreement should be on stamp paper and notarized. The signatories must
be duly authorized.
i. Any modification in roles and responsibilities between consortium members
during Contract Period shall be allowed only after approval from BSCDCL. Any
changes and deviation of roles and responsibilities of consortium members
during the execution, operation and maintenance of this Project without prior
approval of Authority shall be viewed seriously by the BSCDCL as it can affect
an important public service. Such unilateral action by the SI shall entitle
BSCDCL to take appropriate action including considering it an Event of
Default under this Contract leading to consequences including termination
with appropriate notice.
j. Any Dispute arising during Contract Period between the Consortium Member
shall be resolved amicably without adversely impacting Project
Implementation and Operation. If in BSCDCL’s opinion, Dispute between
Consortium members adversely impacting implementation and operation of
the Project then Authority may its sole discretion in the interest of the Project
(a) Terminate the Contract after due process and/or (2) Provide a binding
solution.
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Tel:
Mobile:
Fax:
Email:
Sr. RFP Document Content of the Clarification Sought
No Reference RFP requiring
(Volume, clarification
Section No.,
Page No.)
1
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The large envelope / outer envelope containing above envelopes must be sealed and
super scribed and shall be sent as under:
1. BSCDCL will not accept submission of a proposal in any manner other than that
specified in the document. Proposals submitted in any other manner shall be treated as
defective, invalid and rejected.
2. If the envelopes are not sealed and marked as instructed above, the BSCDCL
assumes no responsibility for the misplacement or premature opening of the contents
of the application and consequent losses, if any suffered by the Bidder.
3. Each Bidder shall submit only one proposal containing documents as below. A
bidder who submits more than one proposal under this contract will be disqualified
a. Original copy of the Bid fee & EMD
b. Pre-qualification criteria related documents
c. Technical Proposal related documents
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5. Bids must be direct, concise, and complete. BSCDCL will evaluate bidder’s bid based
on its clarity and completeness of its response to the requirements of the project as
outlined in this RFP. The CEO, BSCDCL reserves the right to accept or reject any or
all the bids without assigning any reason.
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BSCDCL reserves the right to accept or reject any bid, and to annul the bidding
process and reject all bids at any time prior to contract award, without thereby
incurring any liability to Bidders
a) BSCDCL may terminate the bid process at any time and without assigning any reason.
BSCDCL makes no commitments, express or implied, that this process will result in a
business transaction with anyone.
b) This bid document does not constitute an offer by BSCDCL. The Bidder's participation in
this process may result in BSCDCL selecting the Bidder to engage in further discussions and
negotiations towards execution of a contract. The commencement of such negotiations does
not, however, signify a commitment by BSCDCL to execute a contract or to continue
negotiations. BSCDCL may terminate negotiations at any time without assigning any reason.
b) Firms with common Proprietor/Partner or connected with one another either financially or
as principal and agent or as master and servant or with proprietor/partners closely related
to each other such as husband, wife, father/mother and minor son/daughter and
brother/sister and minor brother/sister, shall not tender separately under different names
for the same contract.
c) If it is found that firms have tendered separately under different names for the same
contract, all such tender(s) shall stand rejected and tender deposit of each such
firm/establishment shall be forfeited. In addition, such firms/establishments shall be liable,
at the discretion of the Chief Executive Officer, Bhopal Smart City Development
Corporation Limited for further penal action including blacklisting.
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d) If it is found that close relatives (as described above) have uploaded separate
tenders/quotations under different names of firms/establishments but with common
address for such establishments/firms and/or if such establishments/ firms, though they
have different addresses, are managed or governed by the same person/persons jointly or
severally, such tenders shall be liable for penal and legal action including blacklisting.
e) If after awarding the contract it is found that the accepted tender violated any of the
directions pertaining to participation as stated above, the contract shall be liable for
cancellation at any time during its validity in addition to penal action including blacklisting
against the contractors as well as related firm/establishment.
a) A Bidder wishing to withdraw its bid shall notify to BSCDCL by e-mail prior to the deadline
prescribed for bid submission. A withdrawal notice may also be sent by electronic means
such as e-mail, but it must be followed by a signed confirmation copy, postmarked no later
than the deadline for submission of bids. The notice of withdrawal shall
be addressed to BSCDCL at the address named in the Bid Data Sheet, and
b) No bid should be withdrawn in the interval between the bid submission deadline and the
expiration of the bid validity period specified in the Bid Data Sheet. Withdrawal of a bid
during this interval may result in the forfeiture of the Bidder’s EMD.
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b) At the time BSCDCL notifies the successful Bidder that its bid has been accepted, BSCDCL
will send the Bidders the proforma for Contract, incorporating all clauses/agreements
between the parties. The successful Bidder shall sign and date the Contract and return it to
BSCDCL. Draft Format of the contract has been included in the bid document.
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b) The successful Bidder shall enter into a contract agreement with BSCDCL within 30 days
from the date of issue of Work Order and the same should be adjudicated for payment of
Stamp Duty by the successful Bidder.
c) Further shortfall if any, in amount of stamp duty paid as against prescribed amount for the
documents executed in Bhopal City be recovered from the successful bidder and to deposit
the deficit or unpaid Stamp Duty and penalty by two separate Demand Draft or Pay Order
in favor of within 15 days from intimation thereof.
d) All legal charges and incidental expenses in this respect shall be borne and paid by the
successful Bidder.
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a) The Bidder may be duly Authorized Representative and shall submit a Certificate of
authority. All Certificates and documents (including any clarifications sought and any
subsequent correspondences) received hereby, shall, as far as possible, be furnished
and signed by the authorized representative .
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Notes:
In case of consortium, the same should not consist of more than 2 members including
the Prime Bidder.
The consortium shall submit a valid Agreement on Stamp Paper among the members
signed by the Authorized Signatories of the companies under consortium dated prior to the
submission of the bid. The Agreement shall clearly specify the details of Prime bidder, stake
of each member and outline the roles and responsibilities of each member. The agreement
between the Prime Bidder and each consortium partner should be for the entire period of
the Project and submitted along with the Bid. The Agreement of the consortium members
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should be submitted for their exclusive association for this bid and joint responsibility for
the respective scope.
In the Consortium, all the members shall be jointly and severally liable to complete the
project; however Prime Bidder shall give an undertaking for successful completion of the
project. In case of any issues, Prime Bidder will be primarily liable for all penalties.
BSCDCL shall sign the contract with the Lead Bidder only, however, names of all the
consortium members shall be included in the contract. All payments shall be made to the
Lead Bidder only.
Max. Documents
Sr. Scoring Marking Scheme Marks required
No. Parameter
Organization’s Experience
>100 and <= 150
1. The Sole classrooms: 10 25 Marks
Bidder/Lead marks
Bidder/Consortium
member should >150 and <= 175
have Experience classrooms: 20
in Setting Up of marks
Smart
School/Smart >175 classrooms: 25
Education marks
System
Infrastructure
including Digital
Classroom , IT
networking
amongst
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Selection of IA for Design, Development, Implementation and Management of Smart
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classrooms
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Selection of IA for Design, Development, Implementation and Management of Smart
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Management
System, School
Management
System Experience
provided by the
Bidder should meet
the Scope of work in
the RFP
Key Personnel
Meeting the
5. Experience of Key Minimum 10 Marks
Personnel Eligibility Criteria
Presentation
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1. The Bidder should get a minimum of 40% of the assigned score in each category(1 to 6)
in the table defined above. To qualify the technical evaluation stage, the bidder must
score a minimum of 70 marks. BSCDCL will open the Financial Bids of those Bidders
who have achieved minimum score of 70 marks in technical evaluation
4. BSCDCL (or a nominated party) reserves the right to check/validate the authenticity of
the information provided in the Pre-qualification and Technical Evaluation criteria and
the requisite support must be provided by the Bidder.
For financial evaluation, the total cost indicated in the Financial Proposal at Section
8.42
The BSCDCL will determine whether the Financial Proposals are complete and
unconditional. The cost indicated in the Financial Proposal shall be deemed as final and
reflecting the total cost of services. Omissions, if any, in costing any item shall not entitle
the firm to be compensated and the liability to fulfill its obligations as per the TOR within
the total quoted price shall be that of the IA. The lowest Financial Proposal (FM) will be
given a financial score (SF) of 100 points. The financial scores of other proposals will be
computed as follows:
S F = 100 x F M /F
Provided that the bid is substantially responsive, the Authority shall correct
arithmetical errors on the following basis:
a. If there is a discrepancy between the unit price and the total price that is obtained
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by multiplying the unit price and quantity, the unit price shall prevail and the total
price shall be corrected, unless in the opinion of the Employer there is an obvious
misplacement of the decimal point in the unit price, in which case the total price as
quoted shall govern and the unit price shall be corrected;
b. If there is an error in a total corresponding to the addition or subtraction of subtotals,
the subtotals shall prevail and the total shall be corrected; and
c. If there is a discrepancy between words and figures, the amount in words shall
prevail, unless the amount expressed in words is related to an arithmetic error, in
which case the amount in figures shall prevail subject to (a) and (b) above.
b) All the bids will be scrutinized/evaluated as per the criteria given in the RFP documents
and a list of successful bidders will be evaluated on the QCBS pattern of 70:30 ( Technical
Bid - 70% weightage, Financial Bid - 30% weightage)
c) Proposals will finally be ranked according to their combined technical (ST) and financial (SF)
scores as follows:
S = ST x TW + SF x FW
Where S is the combined score, and T and F are weights assigned to Technical Proposal
and Financial Proposal that shall be 0.70 and 0.30 respectively.
This project will have to be operated for 3 years and an extension of 2 years to this project
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will be as per prevailing conditions on same terms and conditions with mutual consent
between parties. In such case, O&M rate for third year would be extended, for another 2
years.
The agency should provide a roadmap for 5 years, which tentatively mentions about
components to be upgraded and methods of procurement.
Modernizing Smart Schools in Bhopal, Sagar and Satna include three Broad Objectives as
show in figure 1:
Expected Outcomes
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Selection of IA for Design, Development, Implementation and Management of Smart
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EXPECTED OUTCOME
• Digital Literacy amongst students, preparing them at an early age for next
Generation of professionals in a competitive global environment
• Opportunities for students to learn in Hindi and in English medium
• Enhanced proficiency in academic subjects
• Greater exposure to digital books through e-library
• Confidence in using technology and modern learning methods at par with global
Standards.
• Greater opportunities for students to interact/learn and face competitive exams.
• Capacity building amongst teachers
EXPECTED OUTCOME
School Management System should be designed to automate the process of school from
Student admission to examination management integrated with school management
dashboard
Course management to schedule management as part of Learning Management
System
Security, Surveillance, Visitor Management System, Attendance Management, Wi-Fi
facilities etc.
EXPECTED OUTCOME
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Selection of IA for Design, Development, Implementation and Management of Smart
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• Students/Schools which are inaccessible due to multiple reasons will get the most
benefit out of this.
• Utilization of expert faculties to commonly address multiple students from
multiple locations.
• Interconnected Schools and Classes.
The Bidder is required: To Supply, Install & Maintain 27 Smart Schools in the City of Bhopal,
Sagar and Satna which includes
The school needs to be equipped with minimum equipment as per the specifications
prescribed in this section of tender document, covering the following broader scope:-
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Selection of IA for Design, Development, Implementation and Management of Smart
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Majority of the classrooms in the identified Schools are devoid of internet connection
and are neither air conditioned nor acoustically designed. The service provider shall
take this into consideration while designing and implementing the smart class
systems. Electricity Provisioning would be provided by the respective School
Authority.
The smart class system should be such that it could be used in the offline mode (i.e. In
the absence of internet). The Bidder could build up the IT Infrastructure in Smart
Classrooms with the following setup:-
Laptop
Projection System
Interactive Smart Board
Audio System
(All these above facilities shall be connected to each other)
OR
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Selection of IA for Design, Development, Implementation and Management of Smart
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Background
Requirements
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Selection of IA for Design, Development, Implementation and Management of Smart
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This refers to the powerful integrated Management strategies, tools and mechanisms , to
provide diversified ways to monitor and control the data , security ,administration and
outreach of school.
The CCTV camera feeds would be stored in the local server for 15 days and thereafter
archived to the Cloud database.
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Selection of IA for Design, Development, Implementation and Management of Smart
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At each School, a minimum Internet / Wi-Fi capability of at least the speed required to
work with their solution effectively (minimum 4 Mbps) should be provided. This should be
expandable to at least 16 Mbps upon request and payment by the Client / School.
The IA will also be required to ensure that the solution should work across various Internet
System Integrators (ISP’s) and that the provision of connectivity by them alone is not a
hindrance to the smooth operation of the contract.
The equipment / network proposed and integrated / built by the IA should be able to
handle a minimum of THREE (03) Networks / ISP’s, without the need of any additional
equipment or services. The IA will be required to ensure such integration, including
configuration of network equipment to enable such connectivity in each of the school. The
client / local sites may take such a decision based on their convenience.
The Bidders are required to assess the requirement of the internet speed that would be
required for executing the assignment, including updating the content.The Bidder should
finalise the access point distribution and exact locations of the access point at different
campuses in consultation with the Department
4.2.4. Smart School Management System
Smart School Management System envisages on automating the entire day-to-day
activities inside a school with minimal manual intervention with essential outcomes on
decision support and report generation capabilities.
School Information System should provide a platform for displaying the information of
school and thus helps in the branding and promotion of the School Identity. Multiple
innovative ways could be adopted to publicize the School related activities, the
Performance of School etc. The vendor needs to Develop and maintain website/web portal
and Mobile app for browsing content by registered users.
There will be scope of further expansion of additional components as and when required.
Sr. Features
1 Emergency contact facility available
2 Information regarding the School and the Management Structure
3 Information regarding the existing and new schemes
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Selection of IA for Design, Development, Implementation and Management of Smart
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The aggregated student, teacher and school data including the underlying linkages will
form the basis for delivery of multitude of services to the stakeholders that include
identification of students in need of remedial education, focused and customized teacher
training and better governance of school.
The School Management system should provide role based access to the various
stakeholders across the hierarchy (students, teachers, school management, and school
administrators) for their functioning.
Examination/Score Management
Additional Features such as news and events, school calendar, profile search,
messages, internal mail, etc.
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Selection of IA for Design, Development, Implementation and Management of Smart
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The learning content shall be exhaustive with respect to Madhya Pradesh state
board/NCERT curriculum, whichever required. The Learning Content should be available
offline as well as online through Learning Management System for access to students and
teachers.
The learning content which shall be categorized in the database on class and subject
basis should cover at least the following subjects:
1) Th Bidder shall procure and install all the content for smart education based on MP State
board, NCERT for Std. VI to Std. XII of all subjects.
2) Implementation Agency thus working under this RFP will have to create 2D/3D content
for learning based on syllabus prescribed under MP Board ,NCERT or any other relevant
syllabus prescribed by Education Department through Bhopal Smart City Development
Corporation Limited (BSCDCL).
3) Implementation Agency (IA) will be responsible for subject-wise 2D/3D content creation
based on syllabus prescribed by MP Board for classes VI to XII. Further
integration of syllabus with any other board and upgradation within MP Board will be
responsibility of the Implementation Agency/ Selected IA under this project.
4) The Bidder shall provide Computer Educational Software, Spoken English educational
software, cybercrime and Internet educational software.
5) All software and content updates will be done periodically. For this purpose the
system should be online and connected to the central system. The whole system is
recommended to work on a SaaS (Software as a Service model), where education content is
available on the local computer and content updation is done online in real time.
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Set up a Learning Management Solution with storage at the local server at each school
and synchronization , automatic data backup on cloud data centers to provide state-of-
art features for in-class as well as distance learning.
E-Learning Software and Learning Management suite should be aimed to change the way
conventional way of learning and teaching. This system has to bring in related social web
technologies and integrate them into E-Learning platform.
Scalability - The Platform must offer options for on-premises and cloud
deployments. The Platform’s database must scale to accommodate any
number of simultaneous user connections.
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One Studio at city level will be set up for coordinated and comprehensive learning. This
will be in one of the Government Schools.
The Central studio of each city should be able to connect with all the Schools of the City.
The Studio of each city should provide inter-city connectivity in order to connect to the
schools of these cities.
Install/replace the hardware and activate the software to run the lectures in classrooms
and VTC sessions in existing Classrooms of 27 Schools in three cities. Install the
administering software to run VTC sessions on existing hardware in these schools.
Any of the interconnected classes of the Virtual Training session apart from the Central
Studio, should be able to become a master class and deliver live and recorded lecture to
the other connected slave classrooms.
Supply, install, commission IT Network to these 5 Schools. (list of equipment mentioned
in Financial Bid)
Infrastructure in each school should enable to students view the online synchronous
training content, faculty video and hear the faculty voice. For smooth running of Virtual
Training Classrooms from Central Studio, voice facility has to be two way.
Provide comprehensive maintenance of the equipment(s) as well as connectivity for the
duration of 5 years from the date of commissioning of the overall system.
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IA would be required to host the solution on the ICCC Cloud or using the services provided
by any other Cloud Service Provider. Cost of cloud hosting to be included in the financial
bid of the bidder. The Bidder should ensure adherence to MeiTY guidelines for data
hosting, IT guidelines compliance for DC within India.
Objectives of Training
The trainee becomes capable of using computer for normal operation & installing,
operating & using the software.
The trainee understands the manner in which the topic is dealt with the answer
questions/queries from students on the topics.
The trainee should be able to make his/her own lesson plans using the Learning
Management software and using the Internet facility available in the school.
The training should be hands on with the help of computers and software
(educational) developed.
The Training should include presentation/discussion on the topics by subject
experts also.
A teachers‟ manual should be made available to all the trainees.
Expected set of questions/answers should be provided at the end of the training
Training Delivery
The training shall be conducted at the Office of BSCDCL/City SPV office/ School and
duration of training is as follows:
1. Induction Training :
First time induction training should be provided to all teachers/selected teachers in the
school.
Total number of training days- 3 @ Minimum of 6 hours training per day.
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a) Introduction Session
b) Computer Overview (Parts of PCs/ digital devices/ etc.)
c) Operating Systems Office Suit.
d) Internet/ Email/browsing etc.
e) Classroom learning and teaching tools- Projectors/collaborating networking etc.,
Use of ICT materials in teaching and learning.
f) Assessment and Feedback.
2. Refresher Training :
Note: Above topics may change during the project period as per requirement and any
guideline received from Central or State government.
Training Module
The agency will have to get their training module ratified by the Technical Advisory Panel
of the BSCDCL or agency authorized by BSCDCL.
a) At least 30 teachers from the school needs to be trained.
b) Each training program will have maximum 15 persons.
BSCDCL/City SPV through District Education Officer will provide training space for the
training of teachers.
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1. School Coordinator (8 Nos): The bidder has to appoint School Coordinator from the
starting of the project operations for Implementation and O&M period, for co-ordination
and implementation of the project and to provide periodic feedback and reporting to the
Bhopal Smart City Development Corporation Limited and other City SPV. The
Bidder has to ensure that one resource is available during the complete working hours at
Central Studio Control Room who would be responsible to align the lectures and help
the teachers in creating/customizing contents as per requirements.The contact details of
the resource should be available with the teachers and he should act as a single Point of
Contact for all the teachers.
Education qualifications:
Graduate in any discipline (MBA preferred)
Minimum 10 years project management experience (5 years in handling
implementation projects related to Educational Solutions)
Experience in working for IT sector.
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2. IT Support Staff (11 Nos) :IT support staff as provided in the Financial Bid for the
entire project cycle will have to be deployed for smooth implementation, operation and
management of the project. IT support staff will ensure the successful implementation
and operations of the project.
Detailed roles & responsibilities are as below:
Education Qualification
Graduate in any discipline
MCA / BCA / BSc. IT/ PGDCA or 1 year Diploma or equivalent in Computers from
any recognized/reputed institution.
Any course in education (B.Ed or D.Ed) from a reputed Institute will be preferred
and will attract additional marks
Minimum 3 years’ experience (hardware repairing experience preferred)
Well versed in basic computer operations
Important Note:
1. Incident reporting system should be provided to IA’s IT Support Staff/Help Desk
Team to record each incident and remedial action. All necessary software licenses
for help desk shall be procured by IA.
2. IA shall set up all necessary channels for reporting issues to help desk.
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Maintenance of the hardware and Software procured and installed as part of the project.
Provide the Technical Support and training and hand holding for the smart class room
systems.
Resolution of any bugs & issues including bug fixing, improvements in presentation
and/or functionality and others within a duration mentioned in SLAs.
Tasks Details
Operations & Maintenance Support to be provided for a period of 3Years after
Go Live of the entire solution.
Design of an appropriate System Administration
policy with precise definition of duties and
adequate
Deploying a detailed security policy for the solution
implementation & maintenance in adherence to
policies and procedures as laid by ISO, PCI, CERT-
IN, and GoI and provide automated compliance
reports without minimal manual intervention. A
summary of all security incidents should be made
available on a weekly basis.
Maintain system audit logs on the system on
periodic basis
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The major deliverables of the project during the O&M phase at the minimum
would be :-
4.2.14. Warranty
1. IA shall provide comprehensive and on-site warranty for 5 years from the date of
Go-Live for the infrastructure deployed on the project. IA need to have OEM
support for these components and documentation in this regard need to be BSCDCL
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on annual basis.
4.2.15. Subcontracting
IA is not allowed to subcontract Core Education/IT work. Sub-contracting is allowed for
onboarding vendors like Cloud Service Provider (CSP), ISP and for non-ICT or civil work
(if any) and procurement /Installation of IT Components
Phase 1: 90 days
1. Design/Development of Platform for School Management System , Library
Management System and Learning Management System,
Phase 2: 7 Months
1. Installation of IT/Non-IT Hardware for the Entire Smart School Setup in three
cities.
2. Implementation of the Common Application Platform Developed in Phase 1,
across all the schools in three cities.
3. Training of Teachers, Students, Staff & Parents.
Phase 1 & 2 forms the Development Phase and Phase 3 forms the Operations &
Maintenance Phase.
Phase Timelines
Phase 1: 1. Design/Development of Has to be completed within 90 days from
Platformof Platform for School issue of Letter of Award (LoA)
Management System , Library
Management System and Learning
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Management System
Phase 2: 2. Implementation of the To be completed within 7 months from
Common Application Platform Developed issue of LoA
in Phase 1, across all the schools in three
cities
Phase 3: Operation, Maintenance and Has to start from date of Go-Live of Phase-
Monitoring 2 and will go on for 3 years
“T” denotes the date of Letter of Award. “P1” denotes the date of Go-Live of Phase I and
“P2” denotes the date of Go-Live of Phase II.
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Following points explains the category of payment and the paying authority :-
2. No Pro-rata payment will be done, payment for only activities completed will be
done in the particular quarter at the end of each quarter.
4. One time cost for common components like Digital Content Development,
Application development of components such as School Management System,
Learning Management System, Digital Library, Cloud Hosting at the
Completion of Phase I ,Successful Completion of Partial Acceptance Testing and
sign off from the BSCDCL Authority. This component will be paid directly by
BSCDCL only. This will be paid in two portions:-
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use by the schools of three cities, along with test reports and Go-Live of
Common Application Platform.
5. Infrastructure Component cost for each city shall include all ICT Component
and Non ICT Components which are required for the establishment of Digital
Classroom, Digital Labs/Science Labs, Digital Library, and Central Studio at
each City. ICT Components like Hardware, Software licenses & support,
Bandwidth Procurement and Non ICT Components like all the expenses
incurred for the civil work like Networking, electric fittings etc., and all related
Non ICT Components like furniture, networking, etc for the Central Studio . This
component will be paid by City SPV only. This will be paid in accordance with
the payment milestone described in this section.
6. OPEX (Operation & Maintenance Cost) shall include of manpower, training, and
required maintenance of School setup (both ICT & non-ICT Components).
OPEX cost shall also include cost of cloud storage services. This component will
be paid by City SPV to IA.
7. IA will be paid Operation & Maintenance Cost during O&M Phase for 3 years on
quarterly basis after submission and approval of the relevant reports and
documents for a particular city.
8. Bandwidth consumption will also be part of the OPEX, and are to be defined
separately for each city. This component of the payment will be directly paid by
the City SPV to ISP. As resale of bandwidth is not allowed. But separate invoice
for the same has to be submitted on quarterly basis.
1. SCHOOL SURVEILLANCE
The School will have CCTV Cameras placed at certain locations of the School and Video
Walls at Principal’s Room for monitoring and control. Surveillance points for the CCTV
Cameras needs to be identified as per the locations prescribed by principal
(entry/exit points, classrooms , assembly areas ,corridors, playgrounds ,labs etc). Online
Feeds to be captured, maintained and integrated with the School Management System
platform.
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Modules Features
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Edit/Delete news
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o Holiday Messages
o PTM Messages
o Winter/Summer Vacation
Messages
o Students presence/absence
Messages
o Emergency Holiday
Announcement Messages
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or another occasion
5 Performance Tracking:
Tracking of the scores for a Class or an individual on the basis of the tests& quiz
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7 Question Bank:
The Educational Platform should have interactive MCQ/Fill in the blanks/Drag and
Drop etc. type questions for the available academic structure.
8 Teacher can create Question Bank:
Teacher should be able to add additional questions to the available academic
structure and contribute towards creation of Question Bank.
It must seamlessly integrate the classroom forum for empowering teachers to
create classes, distribute assignments, send feedback, and see everything in one
place. Paperless. Easy.
9 The Educational Platform must be integrated with free internet drive for uploading
and storing contents created by teachers.
10 Online Video portal Integration:
The Educational Platform should allow teachers to add reference links for
supplementary access to more contents. These added video links must be placed as
per the available academic structure and played from within the Educational
Platform and stored for anytime access
11 Lesson Planning:
The Educational Platform should have notes feature to do Lesson Planning and
execution for a specific sub topic within a topic/chapter.
12 Support blended learning:
The Educational Platform should offer a curriculum that mixes classroom and
online digital contents easily. The Educational Platform should be able to handle
audio and video contents.
13 Content integration features:
Apart from supporting the vendor’s own digital contents, the Educational Platform
should provide native support to a wide range of third-party contents also.
14 Dynamic Dashboard:
The Educational Platform should have a dynamic dashboard to represent the
progress of the learning process and give a bird’s eye view for time spent, quiz
available, modules available and progress.
15 Platform Updates:
The Educational Platform should have facility to update Online for patches and
updates.
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Keep record of complete information of a book like; Book name, Author name,
Publisher’s name, Date/ Year of publication, Cost of the book, Book purchasing
date/ Bill no.
Different kind of reports like; total no. of books, no. of issued books, no. of
journals, etc.
Define a way to know how many books are issued to a particular student.
Online access for registered user to see the status of their books.
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*Minimum specs
Assembled Solution
1. Teacher Device (Laptop) in Classrooms/Library/Lab
Processor Intel Core i5 7th Gen or
higher
2. PROJECTOR SYSTEM
(SHORT THROW with INTERACTIVE PROJECTOR)
Projection System DLP
Native Resolution 800X600 or higher
Brightness 3000 AL or higher
Contrast Ratio 3000:1 or higher
Image Size 60~300 "
Lamp Life(Normal/Economic 5000 or higher (STD
Mode) mode) & 4000 or higher (Bright
Mode)
Remote Control Full Function remote control unit for projector
(To be supplied along with the projector)
Video compatibility PAL, SECAM, NTSC, HDTV, DTV.
Wireless Connectivity, storage Multimedia Projector with wireless connectivity
and LAN between PC and Projector, Storage
media port and wireless LAN connectivity,HDMI
Input enabled, Wall Mounting Kit
3. INTERACTIVE WHITE BOARD/WHITE BOARD WITH INTERACTIVE
DEVICE/WHITE BOARD WITH INTERACTIVE PROJECTOR (With
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Mounting Kit)
Active Size Minimum 77/78” diagonal or above
Technology Infrared or latest technology*
Board surface Scratch resistant, Solid surface ; maintenance
free, Compatible with ink marker, any object
touch
Aspect Ratio 4:3 or 16:9 or 16:10
Writing Tools Pen/ stylus/ finger
Active Area Minimum active diagonal length of 2000 mm
Resolution 8000*8000
Operating system compatibility Compatible with Windows XP or higher
operating system and compatibility with Linux
Operating System*
Computer Interface Standard one USB
Power Through USB Port*
Annotation software Annotation software shall include features like
draw, pens, annotate, erase, colour, shapes,
sizes, text, edit, fonts, stamp, move, capture
picture, video, save, rotate, undo, image gallery,
print, floating key-board and background etc.*
OR
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4. Audio System
30 Watt Speakers or better
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CPU : The System with Intel Core i-5, 3.2 GHz, 6MB Cache
Chipset: Intel Q8 Series
Memory: 4GB 1600 MHz DDR3 RAM(Expandable up to
32GB)
Hard Drive: 500 GB/1 TB 7200 rpm or higher
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8. Printer
Multi-Function printer
Function - Color Print, Color Copy, Color Scan, FAX; Print Speed - 50 ppm (a4 or more);
Time to First print - 8 sec or less; Print Resolution - 600x600 dpi; Duplex Printing -
Automatic; Copy Speed - 50 cpm (a4) or more; Scan Speed - 25 ipm or above; Scan
Destination - SharePoint, Email, Folder, USB; Scanner Type - Legal Flatbed & legal ADF;
Duplex Scanning - Automatic; ADF Capacity - 50 Sheets Duplex ADF; Duty cycle -
750000 pages or above; Recommended Monthly Print Volume - 5000 pages; Memory -
512 MB or above; Connectivity - USB 2.0, Ethernet 10/100, wireless; PCL Support - yes;
Display - Color Touchscreen (8cm
s or above); Paper Input Capacity - 500 Sheets; Bypass Tray Capacity - 50 Sheets; Power
Consumption (Max) - 1000 Watts; Print Mobility - Mopria-certified and ability to print
from Android, Apple devices and from Google Cloud Print
Podium with lockable housing facility for the keep and safety of the laptop/UPS /
/remote/stylus/Speaker/Interactive White Board/Integrated Compact Unit. The entire
system shall be placed in a single cabinet with floor bearing and floor supported to keep
it strong and stable. The cabinet shall be such that all hardware is placed in it with
hidden speaker system, concealed wiring
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With white interactive board, the bidder shall also supply 5x4 feet Green Board as a
traditional teaching aid. The viewing angle shall be such that students sitting in all
corners of the classroom can see what is being written.
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Samsung/Sony/Panasonic/LG/Philips
HDD SIT&C of 2 TB Surveillance Hard Disk Drive
etc.
Complete as required.
Media Converter Supplying and fixing of media converter etc.
complete as required.
Cabling and Accessories Providing & Fixing of cable and its accessories
for CCTV cameras etc. complete as required.
SOFTWARE REQUIREMENTS
For Teachers
1
Software to evaluate comprehension: Administer quizzes and tests in real-
time
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2
Science Lab- To connect various sensors to conduct Science projects /
experiments
3
To see 2D and 3D models to better visualize STEM concepts
4
To learn computational thinking and basic coding skills
5
To create multi-media projects and report
For IT/Admin
1
Monitor activity & usage of devices
2
Deploy & update software for all devices
3
Enable appropriate security, firewall and anti-virus
4
Stop theft/loss of new devices
Note: The Bidder may also need to install MIS software/application to be provided by
Bhopal Smart City Development Corporation Limited on all the systems to be
supplied for the facility management, Infrastructure and asset management, monitoring
of the IT education delivery etc. Bidder would also be required to send various reports
using this application. Some of the MIS software/applications will be required to be pre-
loaded in the equipment’s.
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16 channel Audio Mixer
3-band channel EQ and high-pass
Smooth 60-millimeter faders & illuminated
channel ON switches
AUX sends with master send controls for
convenient
Processing and
monitoring.
Return level controls for the AUX and STEREO
buses.
Bright meters for visual level monitoring.
5 Microphone Cordless –Wearable
Rack mountable.
Channel Single
Can be controlled using external system
RF Protection Should be Embedded
Security Minimum 128 bit encryption
RF frequency range 1880 – 1900 MHz
Switching bandwidth 50 – 14000 Hz
Mobility range 150’
Base Station Auto pair with Mic
Operating time 6 hours
Usability Mic and the Transmitter should be singled embedded
Channel Single
unit.
RF Protection Should be Embedded
6 Wired Mic with Table Mic Stand
Connectors 3-pin XLR-3
Dynamic cardioid microphone
Clearly emphasizes voices on loud stages
Transparent high-end and warm but defined
lower mids
Features Highly consistent directivity
High feedback rejection
Shock-mounted capsule
Hum compensating coil
Extremely rugged metal housing
7 Hard disk based HD Recorder
Video Connections Inputs: 1x HD/SD-SDI
Supported Input 1080p(23.9, 24, 25, 29.9, 30), 1080i(50, 59.9, 60),
Resolutions 720p(50,
Outputs 59.9,
1x HD/SD-SDI,
60), 576i(50),
1x HDMI
480i(59.9)
Audio Connections Inputs 2x Balanced XLR
Outputs 2x Balanced XLR
Embedding Stereo Audio embedded to HD/SD-SDI
Recording Format PCM 24-bits / 8-Channels / 48KHz Sampling Rate
Loop Through 1x HD/SD-SDI
HD (35-125Mbps): 4:2:2
HD (10-25Mbps): 4:2:0
Color Sampling
SD (15-50Mbps): 4:2:2
SD (8Mbps): 4:2:0
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24 Air-Conditioning
1.5 Ton Split AC
IDU Noise Level < 58
dB 22 – 27 ° C
AUDIO SYSTEM
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The tool should have the capability for annotation and collaboration tools
The tool should have Personal Conferencing Number capabilities provide
persistent host and attendee access codes for planned and ad-hoc audio-
centric conferencing .
The tool should provide High-quality video ; full-screen video; up to six
simultaneous webcam video feeds and voice-activated switching
The tool should have mobile functions such as chat, audio, call back over IP
network or PSTN network, calendar, and ability to pass host privileges to
others on call
Personal Identification Number (PIN)-protected access into meetings from
video endpoint
Meeting lock/unlock for added privacy to prevent unintended participants
from joining
The tool should have minimum 10 different conference layouts.
Recording Platform
(Yes /
Feature Description
No)
The recording solution must be standards based. The solution server should be from
the same OEM.
Application Features
Records single point and multipoint conferences with full H.239 and BFCP content
capture
High definition (HD) support with 720p or better H.264 video
API support for third party integrations
H.323 or equivalent standards-based for use with third party conferencing systems
Integrates with MCU for simple recording of multipoint video conferencing
Audio / Video Support
Live Video Resolutions: C(S)IF, 4CIF, SD, 720p HD or better
Video Support: H.261/ H.263/H.263+/H.263++/ H.264
Audio support: G.711 / G.722 /G.722.1 or better
Recording
Should support minimum 10 concurrent multi party HD720p video conferencing
recording sessions with full video, audio and content.
Records video at varying bit rates -128 Kbps to 2 Mbps
System should support Multiple methods for recording – direct from a Room based
endpoint, Desktop endpoints, MCU / bridge or from the admin user interface
All of the Media Library should be exportable a CD/DVD
Security
AES media encryption
TLS/SSL and HTTPS Support
Should be "19” Rack mountable and Dual redundant power supply
Management
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Routers
Processors
Switch
Firewall
Transreceiver
Wireless Access Point
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WLC Controller
Network Monitoring Server (Network Monitoring Server to integrate the schools
with Command and Control Center)
Core Switch - 1
Generic Requirements Compliance
Switch should be 1RU with minimum 24 no. of 10 Gig SFP+ ports
and upgradable to additional 2 nos. of 40 Gig QSFP ports.
Switch should have minimum 240 Gbps of stacking bandwidth with
dedicated stacking ports and cables with minimum 4 switches in a
single stack.
Switching system shall have minimum 640 Gbps of switching fabric
and minimum 450 Mpps of forwarding rate.
Switch should have hot swappable 1:1 redundant internal power
supply.
Power supply, fan modules and interface modules should be hot
swappable.
Switching system shall have minimum 32K MAC Addresses and 1K
active Vlans.
Switch should support minimum 2K ACLs, 4K Multicast and 8K
Unicast Routes for IPv4 and IPv6.
Should support IEEE Standards of Ethernet: IEEE 802.1D, 802.1s,
802.1w, 802.1x, 802.3ad, 802.3x, 802.1p, 802.1Q, 802.3, 802.3u,
802.3ab, 802.3z.
Should have static routing, OSPF, OSPFv3, BGP, HSRP for
IPv6/VRRPv3, VRF (Virtual routing and forwarding), IGMP
v1/v2/v3 and PIM multicast routing .
Shall have 802.1p class of service, marking, classification, policing
and shaping. Should support strict priority queuing.
Switch should support management features like SSHv2, SNMPv2c,
SNMPv3, NTP, RADIUS and TACACS+ .
Switch should support port security, DHCP snooping, Dynamic ARP
inspection, IP Source guard, BPDU Guard, Spanning tree root guard.
Switch should support IPv6 Binding Integrity Guard, IPv6 Snooping,
IPv6 RA Guard, IPv6 DHCP Guard, IPv6 Neighbor Discovery
Inspection and IPv6 Source Guard.
Should support 802.1x authentication and accounting, IPv4 and IPv6
ACLs and Dynamic VLAN assignment.
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Generic Requirements
Switch should be 1RU with minimum 24 nos. 10/100/1000 Base-T
ports with PoE+ capability and minimum 370W of PoE Power and
additional 2 nos. SFP+ uplinks ports.
Switch should have slot/ports(excluding uplinks) for minimum 48
Gbps of stacking bandwidth with dedicated stacking ports and cables
with minimum 8 switch in stack.
Switch should support external/internal internal power supply.
Switch shall have minimum 88 Gbps of switching fabric and 65 Mpps
of forwarding rate.
Shall have minimum 12 K MAC Addresses and 250 active Vlans.
Should support IEEE Standards of Ethernet: IEEE 802.1D, 802.1s,
802.1w, 802.1x, 802.3ad, 802.3x, 802.1p, 802.1Q, 802.3, 802.3u,
802.3ab, 802.3z.
Advanced L3 features like static IP routing, RIP, PIM, OSFP & PBR
from day 1
Shall have 802.1p class of service, marking, classification, policing
and shaping. Should support strict priority queuing.
Switch should support management features like SSHv2, SNMPv2c,
SNMPv3, NTP, RADIUS and TACACS+ .
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Access Point :
Complianc
Wireless Access Point (Indoor) e
Generic Requirements
Access Points proposed must include radios for 2.4 GHz and 5 GHz with
802.11ac Wave 2. Access Point must have controller functionality to
control minimum 15 access points on same LAN.
Must have a robust design for durability, without visible vents.
Mounting kit should be standard from OEM directly.
Must support 4x4 multiple-input multiple-output (MIMO) with four
spatial streams
Must support data rates Upto 450 Mbps on 802.11n and 1.3 Gbps on
802.11ac
Must support up to 22dbm of transmit power in both 2.4Ghz and 5Ghz
radios.
Must have 2 nos. of 10/100/1000 Base-T (least one with PoE/PoE+
powering ) port and one management console port.
Must have minimum 16 SSIDs.
Should support detecting and classifying non Wi-Fi wireless
transmissions.
Should support radio resource management for power, channel,
coverage hole detection and performance optimization.
Must operate as a sensor for wireless IPS.
Access Points must support a distributed encryption/decryption model.
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Wireless Controller :
Complianc
Wireless LAN Controller e
Must be compliant with IEEE CAPWAP or equivalent IETF standard for
controller-based WLANs.
WLAN Controller should have license for asked access points in a single
chassis from day 1. Controller should be scalable to minimum 1500 AP in
same hardware
Must support 1:1 redundancy models
Must support an ability to dynamically adjust channel and power
settings based on the RF environment
Must support coverage hole detection and correction that can be
adjusted on a per WLAN basis.
WLC should support L2 and L3 roaming of IPv6 clients
WLC should support First hop security features in IPv6 network like
Router Advertisement guard, DHCPv6 guard and IPv6 source guard
WLC should support IPv6 access control lists and guest-access
functionality for IPv6 clients.
Should adhere to the strictest level of security standards, including
802.11i, WPA2, WPA, WEP, 802.1X with multiple Extensible
Authentication Protocol (EAP) types, PEAP, EAP-TLS, EAP-TTLS
Should support Management frame protection for the authentication of
802.11 management frames by the wireless network infrastructure
Controller should have rogue AP detection, classification and automatic
containment feature
Controller should be able to detect attacks like Broadcast de -
authentication, NULL probe, Well entreated from day one for all access
points
Should provide a snapshot of Air quality/RF in terms of the performance
and impact of interference on the wireless network identifying the
problem areas.
Should provide real-time charts showing interferers on a per-radio, per-
channel basis.
Must support 802.11e and WMM
Should have Voice and Video Call Admission and Stream prioritization
for preferential QOS
To deliver optimal bandwidth usage, reliable multicast must use single
session between AP and Wireless Controller
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School Router :
Specifications Compliance
The Router should support modular architecture, multi-core Processor,
internal/external power supply. The Router Should have capabilities of
seamless field upgrade/replacement (without interrupting running
processes and services ) for modular interfaces.
Router should have at least 2 open slots for additional LAN/ WAN
modules other then asked ports.
Should have capabilities to seamless upgrade/replacement (without
interrupting running processes and services )all modular interfaces (eg,
Mini-PIMs, PIM, GPIM, NIM, Service module, SIC slot etc) supported
by router like Channelized E1/T1, V.35, G.703, Gigabit and 10 Gigabit
Ethernet modules to accommodate field upgrades
The router should have minimum 4 GB DRAM and 4 GB Compact
Flash, both RAM and flash should be scalable
Router should have a minimum throughput of 50 Mbps or more with all
services enabled
Router should have DES, 3DES and AES Standards. Should support
IPSec with IKEv2 and Suite-B Encryption.
Router should support static Routes, OSPFv2, OSPFv3, BGP4, MBGP,
BFD, Policy based routing, IPv4 and IPv6 tunneling
Router should support IGMP v1/v2/v3 and PIM multicast routing
The Router should support MPLS and Zone Based Firewall feature from
Day 1
Shall have 802.1p class of service and marking, classification, policing
and shaping.
Router should support SSHv2, SNMPv2c, SNMPv3 and NTP
Routers should support AAA using RADIUS and TACACS+
Should support extensive support for IP SLA and best path selection for
metrics like delay, latency, jitter, packet loss to assure business-critical
IP applications.
Router should support monitoring of network traffic with application
level insight with deep packet visibility into web traffic, RTP-Based
VoIP traffic and cRTP
Router shall support traffic load balancing capability on dual WAN
Links based on based on advanced criteria, such as reachability, delay,
loss, jitter and bandwidth utilization.
Router shall have capability to add on demand IPSec VPN tunnels to
multiple remote locations dynamically without changing the
configuration.
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Server
CPU Two (2) Intel latest generation Skylake Processors with
minimum 2.1GHz & 12 cores per socket.
Chipset Intel chipset compatible with the offered processors.
Memory Should have at least 24 DIMM slots per server and support
minimum up to 1.5TB of DDR4 2666 MHz memory .
Hard Disk Drive The server should Support upto 10 hot-swappable
SAS,NL-SAS and SSD drives .
Server should supplied with 2 TB of usable storage.
Video Controller To support VGA or above resolution
Keyboard 104 Keys OEM English Keyboard (it must have soft keys ),
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"Uptime" shall mean the time period for which the specified solution inclusive of Central
Studio, Learning Management system & School Management System with specified
technical and service standards are available for the proper functioning & performance
of the of the Smart classroom and all the end users.
“Downtime” shall mean the time period for which the specified services with
specified technical and service standards are not available for the proper functioning
& performance of the Smart classroom and all the end users.
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same is given below. If the IA performs as per the baseline metrics, then 100% of the
amount of the quarterly payment due will be paid to the IA as per the payment terms
specified. However, if the IA fails in the SLA resulting in lower performance or breach,
then penalty deduction would be appropriately levied as per table below subject to
maximum penalty of 10% of quarterly payment. In case the IA’s penalty crosses the
maximum limit of 10% of quarterly for three consecutive quarters then BSCDCL may
decide to terminate the IA’s contract.
“QGR” denotes Quarterly Guaranteed Revenue (60% of the Total Project Cost/20
Quarters)
Breach
Basis of
Service Level Baselin Metric Deduction
# ns (%) Measurement/
Parameters e
Remarks
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* Penalty for SLA violation for Operations and Maintenance shall be subject
to a cap of 10% of QGR. However, in exceptional cases, BSCDCL has the
right to remove this cap. In case of repeated SLA breach in three
consecutive quarters then the IA is liable for termination by BSCDCL
Date: DD/MM/YYYY
Sub: Submission of Clarification of Clarifications by <<firm name>>
Ref: Selection of IA for Design, Development, Implementation and Management of
Smart Schools in City of Bhopal, Sagar and Satna (RFP No: __________ Dated:
__/__/____)
Dear Sir,
We have gone through the bid document and have the following queries. Request you
to kindly address the same. We seek your clarification on the queries mentioned below.
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2. EMD of Rs 50 lacs
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Selection of IA for Design, Development, Implementation and Management of Smart
Schools in City of Bhopal, Sagar and Satna
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Selection of IA for Design, Development, Implementation and Management of Smart
Schools in City of Bhopal, Sagar and Satna
Dear Sir,
Having examined the RFP, the receipt of which is hereby duly acknowledged, we, the
undersigned, offer to product and services as required and outlined in the RFP. We attach
hereto our responses to Eligibility Criteria.
We confirm that the information contained in these responses or any part thereof,
including the exhibits, and other documents and instruments delivered or to be delivered
to BSCDCL is true, accurate, verifiable and complete. This response includes all
information necessary to ensure that the statements therein do not in whole or in part
mislead the department in its short-listing process.
We fully understand and agree to comply that on verification, if any of the information
provided here is found to be misleading the selection process, we are liable to be
dismissed from the selection process or termination of the contract during the project, if
selected to do so.
We agree for unconditional acceptance of all the terms and conditions set out in the RFP
document and also agree to abide by this RFP response for a period of 180 days from the
date fixed for bid opening.
As part of the enhancement to the specifications, confirm that, if awarded the contract:
(Remove / modify the statements below as applicable)
We hereby declare that in case we are chosen as successful bidder, we shall submit the PBG
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in the form prescribed in the RFP. We do hereby undertake, that until a contract is
prepared and executed, this bid together with your written acceptance thereof, the RFP
and placement of letter of intent awarding the contract, shall constitute a binding contract
between us.
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We agree that you reserve the right in absolute sense to reject all or any of the products/
services specified in the RFP response with or without assigning any reason whatsoever.
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C. Year of Incorporation
J. Website
M. PAN
N. EMD Details
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Schools in City of Bhopal, Sagar and Satna
Name of IA:
Full Address:
Telephone No.:
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other documents and writings, participate in bidders and other conferences, respond to
queries, submit information/ documents, sign and execute contracts and undertakings
consequent to acceptance of the bid of the Consortium and generally to represent the
Consortium in all its dealings with the BSCDCL, and/ or any other Government Agency or
any person, in all matters in connection with or relating to or arising out of the
Consortium’s bid for the Project and/ or upon award thereof till the Concession Agreement
is entered into with the BSCDCL.
AND hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds
and things done or caused to be done by our said Attorney pursuant to and in exercise of
the powers conferred by this Power of Attorney and that all acts, deeds and things done by
our said Attorney in exercise of the powers hereby conferred shall and shall always be
deemed to have been done by us/ Consortium.
IN WITNESS WHEREOF WE THE PRINCIPALS ABOVE NAMED HAVE EXECUTED
THIS POWER OF ATTORNEY ON THIS ……………… DAY OF ………………., 20….
For …………………………………
(Signature)
…………………………………
(Name & Title)
For …………………………………
(Signature)
…………………………………
(Name & Title)
Witnesses:
1.
2.
(Executants)
(To be executed by all the Members of the Consortium)
Notes:
• The mode of execution of the Power of Attorney should be in accordance with the
procedure, if any, laid down by the applicable law and the charter documents of the
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executant(s) and when it is so required, the same should be under common seal affixed in
accordance with the required procedure.
• Also, wherever required, the Bidder should submit for verification the extract of the
charter documents and documents such as a board or shareholders’ resolution/power of
attorney in favour of the person executing this Power of Attorney for the delegation of
power hereunder on behalf of the Bidder.
• For a Power of Attorney executed and issued overseas, the document will also have
to be legalized by the Indian Embassy and notarized in the jurisdiction where the Power of
Attorney is being issued. However, the Power of Attorney provided by Bidders from
countries that have signed the Hague Legislation Convention, 1961 are not required to be
legalized by the Indian Embassy if it carries a conforming Apostle certificate.
Date: dd/mm/yyyy
To
Govindpura, Bhopal
Sir/Madam,
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Selection of IA for Design, Development, Implementation and Management of Smart
Schools in City of Bhopal, Sagar and Satna
Yours Sincerely,
Name :
Designation :
Address :
Telephone& Fax :
E-mail address :
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Selection of IA for Design, Development, Implementation and Management of Smart
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Sir/ Madam,
I have carefully gone through the Terms & Conditions contained in the RFP Document for
Selection of IA for Design, Development, Implementation and Management of Smart
Schools in City of Bhopal, Sagar and Satna.
I hereby declare that below are the details regarding Overall turnover over last 3 financial
years for our organization as well as the turnover of the consortium members over last 3
financial years.
# Details FY 2015-16 FY 2016-17 FY 2017-18 Average
Turnover
(in Crores) (in Crores) (in Crores)
(i) [(i)+(ii)+(iii)/3]
(ii) (iii)
1 Overall Annual
Turnover-
Sole/Prime Bidder
1 Overall Annual
Turnover-
Consortium Member
2(if any)
Contact Details of officials for future correspondence regarding the bid process:
Details Authorized Signatory Secondary Contact
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Selection of IA for Design, Development, Implementation and Management of Smart
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Name
Title
Company Address
Mobile
Fax
Email Id
Yours Sincerely,
Date: dd/mm/yyyy
To
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Selection of IA for Design, Development, Implementation and Management of Smart
Schools in City of Bhopal, Sagar and Satna
Sir/Madam,
I have carefully gone through the Terms & Conditions contained in the RFP Document for
“Selection of IA for Design, Development, Implementation and Management of Smart
Schools in City of Bhopal, Sagar and Satna”.
I hereby declare that below are the details regarding relevant work that has been taken up
by our company and all the consortium members.
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Selection of IA for Design, Development, Implementation and Management of Smart
Schools in City of Bhopal, Sagar and Satna
Yours Sincerely,
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Selection of IA for Design, Development, Implementation and Management of Smart
Schools in City of Bhopal, Sagar and Satna
CEO
Bhopal Smart City Development Corporation Limited
Date: DD/MM/YYYY
Sub: Declaration of no valid ineligibility for corrupt or fraudulent practices or blacklisted
by Government (Central or State)/Semi-Govt. or PSU as on 31-03-2018.
Ref: Selection of IA for Design, Development, Implementation and Management of Smart
Schools in City of Bhopal, Sagar and Satna (RFP No: __________ Dated: __/__/____)
Dear Sir,
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be extensible to 90 days beyond the bid validity date. Any demand in respect thereof
should reach the Bank not later than the above date.
(Authorized Signatory of the Bank)
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Detailed Project Plan with timelines, resource allocation, milestones etc. for supply,
installation and commissioning of the various project components.
Internet bandwidth bandwidth requirement for the operations
Risk Mitigation plan
c. Other Details
Bill of Material: This document should give details of all the proposed IT and Non-IT
components, without specifying the costs. Please note that the bid shall get disqualified
if Bidder gives price details in the technical document.
Compliance to Technical and Functional Specifications as mentioned in Section 6.2 and
section 6.1 of the RFP
Make & Model of all IT as well as non IT components along with datasheets highlighting
the Technical Specification parameters in each datasheet for compliances
CVs of the Key Manpower proposed ( Qualification of each resource is provided in this
RFP Section Error! Reference source not found. )
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To,
CEO
Bhopal Smart City Development Corporation Limited
Date: DD/MM/YYYY
Sub: Submission of Technical Compliance Proposal
Ref: Selection of IA for Design, Development, Implementation and Management of
Smart Schools in City of Bhopal, Sagar and Satna (RFP No: __________ Dated:
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__/__/____)
Dear Sir,
Having examined the RFP, the receipt of which is hereby duly acknowledged, we, the
undersigned, offer to product and services as required and outlined in the RFP. We attach
hereto our responses to Technical Compliance Criteria.
We confirm that the information contained in these responses or any part thereof,
including the exhibits, and other documents and instruments delivered or to be delivered
to BSCDCL is true, accurate, verifiable and complete. This response includes all
information necessary to ensure that the statements therein do not in whole or in part
mislead the department in its short-listing process.
We fully understand and agree to comply that on verification, if any of the information
provided here is found to be misleading the selection process, we are liable to be
dismissed from the selection process or termination of the contract during the project, if
selected to do so.
We agree for unconditional acceptance of all the terms and conditions set out in the RFP
document and also agree to abide by this RFP response for a period of 180 days from the
date fixed for bid opening.
We hereby declare that in case we are chosen as successful bidder, we shall submit the PBG
in the form prescribed in the RFP. We do hereby undertake, that until a contract is
prepared and executed, this bid together with your written acceptance thereof, the RFP
and placement of letter of intent awarding the contract, shall constitute a binding contract
between us.
We agree that you reserve the right in absolute sense to reject all or any of the products/
services specified in the RFP response with or without assigning any reason whatsoever.
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1.
2.
3.
4.
5.
Detailed Project Experience (please provide separate table for each project)
Project Information
Client Name
Scope of services
Start date
Completion date
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6.
7.
8.
9.
10.
Detailed Project Experience (please provide separate table for each project)
Project Information
Client Name
Scope of services
Start date
Completion date
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Selection of IA for Design, Development, Implementation and Management of Smart
Schools in City of Bhopal, Sagar and Satna
11.
12.
13.
14.
15.
Detailed Project Experience (please provide separate table for each project)
Project Information
Client Name
Scope of services
Start date
Completion date
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Selection of IA for Design, Development, Implementation and Management of Smart
Schools in City of Bhopal, Sagar and Satna
2 Current Designation
in the Organization
3 Proposed Role in
the Project
4 Proposed
Responsibilities in
the Project
5 Date of Birth
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9 Employment Record
(For the total From / To:
relevant experience)
Employer:
Position
Held:
From / To:
Employer:
Position
Held:
From / To:
Employer:
Position
Held:
10 Total No. of Years of
Work Experience
11 Total No. of Years of
Experience for the
Role proposed
12 Highlights of relevant assignments handled and significant accomplishments (Use
following format for each project)
Name of
assignment or
project:
Year:
Location:
Client:
Main project
features:
Positions held:
Activities
performed:
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Manufacturers Authorization Form is required for any material bidder proposes as part of
the contract but is not manufactured by them.
Date:
Tender No and Name:
To: Chief Executive Officer,
Bhopal Smart City Development Corporation Limited
Name
In the capacity of
Signed
Duly authorized to sign the authorization for and on behalf of:
________________________
Note: This letter of authority must be on the letterhead of the Producer, must be signed
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by a person competent and having the power of attorney to bind the Producer, and must be
included by the Bidder in its bid as specified in the Instructions to Bidders. Minor
variations in wordings of the letter may be allowed.
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m. For the purpose of evaluation of Financial Bids, BSCDCL shall make appropriate
assumptions to arrive at a common Bid price for all the bidders. This however shall
have no co-relation with the Contract value or actual payment to be made to the
Bidder.
n. BSCDCL also intends to utilize various rates obtained through this tender for
requirements across various departments. Bidders are requested to factor this larger
demand and give the best possible rate to BSCDCL.
o. IA should refer to the Tender for details on the technical/functional requirements of
the system and the benchmark specifications for the items mentioned in the Financial
Formats.
p. Line items mentioned in the Financial Formats are for representation purpose and
IA may propose alternate technology / solution (with proper justification). Bidders
are required to suitably add line items / merge the cost components depending upon
their proposed solution.
q. No escalations of prices will be considered under any circumstances.
r. Bidders must carefully read the Scope, Technical & Functional Requirements and the
SLAs mentioned in this RFP and accordingly propose the software, hardware,
accessories and services and their respective quantities required to completely meet
the requirements of this RFP.
The Bidder must submit the Financial Bid in the excel format which could be
downloaded from mpeproc.gov.in and the same shall be uploaded online.
THIS DEED OF GUARANTEE is executed on this [insert date] day of [insert month and
year] at [insert place] by [insert name of bank] with its head/registered office at [insert
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IN FAVOUR OF:
WHEREAS:
A. BSCDCL has entered into a contract for providing Implementation services dated [insert
date] (the Contract) with [insert name of Implementing Agency], a company/firm
[incorporated/registered] under the [insert name of the relevant statute under which the
Implementing Agency has been incorporated or registered, as the case may be], [with its
[registered/principal] office at [________________]] (hereinafter referred to as the
Implementing Agency, which expression shall, unless it be repugnant to the context or
meaning thereof, include its successors-in-title and permitted assigns).
B. In terms of the Contract, the Implementing Agency has agreed to provide the
Implementation Services for Integrated Smart school Project for Bhopal, Sagar, Satna
which involve the use of technology, information and data to improve education
infrastructure and services within the city of Bhopal , to implement the Smart Cities
Mission in Bhopal, pursuant to the Request for Proposal dated [___] (referred to as the
RFP) and other related documents including without limitation the draft Contract
(collectively referred to as Bid Documents).
C. In terms of the letter of award (the LOA) dated [insert date] issued by Client to the
Implementing Agency and Clause I of the Contract, the Implementing Agency is required
to furnish to BSCDCL, an unconditional, irrevocable, on demand bank guarantee for an
amount equivalent to Rs. [_________] [Insert amount equivalent to 10% of the Total
Value of Contract] (the Guaranteed Amount) as security for the due and punctual
performance or discharge of the Implementing Agency's obligations and liabilities under
the Contract.
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D. At the request of the Implementing Agency and for sufficient consideration, the Guarantor
has agreed to provide an unconditional, irrevocable and on-demand bank guarantee, for
the due and punctual performance or discharge by the Implementing Agency of its
obligations and liabilities under the Contract.
1. Capitalised terms used herein but not defined shall have the meaning ascribed to them in
the Contract.
2. The Guarantor hereby irrevocably and unconditionally guarantees and secures, as primary
obligor and not merely as guarantor, to BSCDCL the payment in full of all amounts at any
time that may be due, owing or payable to BSCDCL from the Implementing Agency for the
failure of the Implementing Agency to duly and punctually perform all of its obligations
under the Contract during the term (Guarantee), without any demur, reservation, protest
or recourse, immediately on receipt of a demand from BSCDCL.
The Guarantor agrees that the value of the Guarantee shall at all times be
maintained at the amount equivalent to the Guaranteed Amount.
The Guarantor further agrees that this Guarantee does not limit the number of
claims that may be made by BSCDCL against the Guarantor. Upon a payment being
made under this Guarantee, the amount of the Guarantee shall automatically be
replenished to the full Guaranteed Amount.
Any payment made hereunder shall be made free and clear of and without
deduction for, or on account of, any present or future Taxes, deductions or
withholdings of any nature whatsoever and by whomsoever imposed, and where any
withholding on a payment is required by any Applicable Law, the Guarantor shall
comply with such withholding obligations and shall pay such additional amount in
respect of such payment such that BSCDCL receives the full amount due hereunder
as if no such withholding had occurred.
3. The Guarantor shall not go into the veracity of any breach or failure on the part of the
Implementing Agency or validity of demand so made by BSCDCL and shall pay the amount
specified in the demand notwithstanding any direction to the contrary given or any dispute
whatsoever raised by the Implementing Agency or any other Person. The Guarantor's
obligations hereunder shall subsist until all such demands are duly met and discharged in
accordance with the provision hereof.
4. The obligations of the Guarantor herein are absolute and unconditional, irrespective of the
value, genuineness, validity, regularity or enforceability of the Contract or the insolvency,
bankruptcy, re-organisation, dissolution or liquidation of the Implementing Agency or any
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5. In order to give effect to this Guarantee, BSCDCL shall be entitled to treat the Guarantor as
the principal debtor. The obligations of the Guarantor under this Guarantee shall not be
affected by any act, omission, matter or thing which, but for this provision, would reduce,
release or prejudice the Guarantor from any part of the Guaranteed Amount or prejudice
or diminish the Guaranteed Amount in whole or in part, including, whether or not known
to it, or BSCDCL:
a. any time or waiver granted to, or composition with, the Implementing Agency or any
other Person;
c. any variation of the Contract so that references to the Contract in this Guarantee shall
include each variation;
d. any unenforceability, illegality or invalidity of any obligation of any Person under the
Contract or any unenforceability, illegality or invalidity of the obligations of the
Guarantor under this Guarantee or the unenforceability, illegality or invalidity of the
obligations of any Person under any other document or Guarantee, to the extent that
each obligation under this Guarantee shall remain in full force as a separate, continuing
and primary obligation, and its obligations be construed accordingly, as if there was no
unenforceability, illegality or invalidity;
e. the partial or entire release of any Guarantor or other Person primarily or secondarily
liable or responsible for the performance, payment or observance of any of the
Implementing Agency 's obligations during the term of the Contract; or by any extension,
waiver, or amendment whatsoever which may release a guarantor or the Guarantor,
other than performance or indefeasible payment of the Guaranteed Amount; or
f. any part performance of the Contract by the Implementing Agency or by any failure by
BSCDCL to timely pay or perform any of its obligations under the Contract.
6. If, and to the extent that for any reason the Implementing Agency enters or threatens to
enter into any proceedings in bankruptcy or re-organisation or otherwise, or if, for any
other reason whatsoever, the performance or payment by the Implementing Agency of the
Guaranteed Amount becomes or may reasonably be expected to become impossible, then
the Guaranteed Amount shall be promptly paid by the Guarantor to BSCDCL on demand.
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7. So long as any amount is due from the Implementing Agency to BSCDCL, the Guarantor
shall not exercise any right of subrogation or any other rights of a guarantor or enforce any
guarantee or other right or claim against the Implementing Agency, whether in respect of
its liability under this Guarantee or otherwise, or claim in the insolvency or liquidation of
the Implementing Agency or any such other Person in competition with BSCDCL. If the
Guarantor receives any payment or benefit in breach of this clause 7, it shall hold the same
upon trust for BSCDCL.
8. This Guarantee shall remain in full force and effect from the date hereof until 60 days
beyond issuance of the Completion Certificate.
Notwithstanding the foregoing, this Guarantee shall continue in effect until the
sums payable under this Guarantee have been indefeasibly paid in full and the
Guarantor receives written notice thereof from BSCDCL, such notice to be issued
promptly upon such occurrence.
a. it has the power to execute, deliver and perform the terms and provisions of this
Guarantee and has taken all necessary action to authorise the execution, delivery and
performance by it of this Guarantee;
b. the Guarantor has duly executed and delivered this Guarantee, and this Guarantee
constitutes its legal, valid and binding obligation enforceable in accordance with its
terms except as the enforceability thereof may be limited by applicable bankruptcy,
insolvency, moratorium or other similar laws affecting the enforcement of creditors'
rights generally and by general equitable principles;
c. neither the execution, delivery or performance by the Guarantor of this Guarantee, nor
compliance by it with the terms and provisions hereof will: (i) contravene any material
provision of any Applicable Law; (ii) conflict or be inconsistent with or result in any
breach of any of the material terms, covenants, conditions or provisions of, or constitute
a default under any agreement, contract or instrument to which the Guarantor is a party
or by which it or any of its property or assets is bound; or (iii) violate any provision of the
Guarantor's constituent documents;
e. this Guarantee will be enforceable when presented for payment to the Guarantor's
branch in Bhopal at [____________________].
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10. This Guarantee is a continuing one and all liabilities to which it applies or may apply under
the terms hereof shall be conclusively presumed to have been created in reliance hereon.
No failure or delay on the part of BSCDCL in exercising any right, power or privilege
hereunder and no course of dealing between BSCDCL and the Guarantor, or the
Implementing Agency, shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.
11. The rights, powers and remedies expressly provided in this Guarantee are cumulative and
not exclusive of any rights, powers or remedies which BSCDCL would otherwise have. No
notice to or demand on the Guarantor in any case shall entitle the Guarantor to any other
further notice or demand in similar or other circumstances or constitute a waiver of the
rights of BSCDCL to any other or further action in any circumstances without notice or
demand.
12. If any one or more of the provisions contained in this Guarantee are or become invalid,
illegal or unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby, and the
Guarantor shall enter into good faith negotiations with BSCDCL to replace the invalid,
illegal or unenforceable provision.
13. The Guarantor hereby agrees to execute and deliver all such instruments and take all such
actions as may be necessary to make effective fully the purposes of this Guarantee.
14. This Guarantee may be executed in one or more duplicate counterparts, and when executed
and delivered by the Guarantor and BSCDCL shall constitute a single binding agreement.
15. BSCDCL may assign or transfer all or any part of its interest herein to any other person
with prior written notice to the Guarantor. The Guarantor shall not assign or transfer any
of its rights or obligations under this Guarantee.
16. All documents arising out of or in connection with this Guarantee shall be served:
a. upon BSCDCL, at [insert address]; and
b. upon the Guarantor, at [insert address].
17. Any demand, notice or communication would have been deemed to have been duly served:
a. if delivered by hand, when left at the proper address of services; and
b. if given or made by pre-paid registered post or facsimile, when received.
18. Either party may change the above address by prior written notice to the other party.
19. This Guarantee shall be governed by, and construed in accordance with, the laws of India.
The Guarantor irrevocably agrees that any dispute arising out of or relating to this
Guarantee may be brought in the courts in Madhya Pradesh.
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IN WITNESS WHEREOF the Guarantor has set its hands hereunto on the day, month
and
Signed and delivered by [insert name of Bank] Bank, by [insert name of branch]
Branch by
hand
date]].
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a) “Business Day” means any day that is a working day for schools in the city of Bhopal,
Sagar and Satna except for some specified and notified holidays.
b) “Confidential Information” means all information (whether in written, oral,
electronic or other format) which relates to the technical, financial and business affairs,
dealers, suppliers, products, developments, operations, processes, data, trade secrets,
design rights, know-how, plans, budgets and personnel of each Party which is disclosed
to or otherwise learned by the other Party in the course of or in connection with this
Agreement (including without limitation such information received during
negotiations, location visits and meetings in connection with this Agreement);
c) “Contract” or “Agreement” are interchangeable terms and shall mean the
Agreement entered into between BSCDCL and the “IA” and includes the RFP, the
Proposal, the Letter of Award together with all attachments and Annexes thereto, all
documents incorporated by reference therein and amendments and modifications to the
above from time to time.
d) “IA’s Representative” means the person or the persons appointed by the
Implementation Agency (IA) from time to time to act on its behalf for overall co-
ordination, supervision and project management.
e) “Document” means any embodiment of any text or image however recorded and
includes any data, text, images, sound, voice, codes or and databases or microfilm or
computer generated micro fiche.
f) “Effective Date” means the date on which this Agreement is signed and executed by
the parties hereto. If this Contract is executed in parts, then the date on which the last
of such Contracts is executed shall be construed to be the Effective Date;
g) “Go Live of Phase I” means date of completion of Phase I activities + completion of
Partial Acceptance Test (also referred to as ‘P1’)
h) “Final Go Live” means date of completion of Phase II activities + completion of User
Acceptance Test (also referred to as ‘P2’)
i) “Intellectual Property Rights” means any patent, copyright, trademark, trade
name, design, trade secret, permit, service marks, brands, propriety information,
knowledge, technology, licenses, databases, computer programs, software, know how
or other form of intellectual property right, title, benefits or interest whether arising
before or after the execution of this Agreement and the right to ownership of BSCDCL;
j) “Kick off Meeting” means a meeting convened by BSCDCL to discuss and finalize
the work execution plan and procedures with IA.
k) “ISP” means internet services provider.
l) “Intra-City Agreement” means the agreement entered / to be entered into amongst
the BSCDCL and the smart cities (Sagar,Satna) specifying, inter alia, the governance of
this Agreement amongst the smart city stakeholders.
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m) The “IA” shall have the same meaning as ascribed to such terms in Parties clause of
this Agreement and shall deemed to include IA's successors and permitted assigns, as
the case may be, unless excluded by the terms of the contract. The word IA when used
in the pre-award period shall be synonymous with parties bidding against this RFP
n) “IA’s Team” means the successful IA who has to provide services to BSCDCL under
the scope of this RFP / Agreement. This definition shall also include any and/or all of
the employees of IA, their authorized agents and representatives and approved Sub-
Implementation Agencies or other personnel employed or engaged either directly or
indirectly by the IA for the purposes of the Contract.
o) “Parties” means BSCDCL and the IA and “Party” means either of the Parties;
p) “Project” means coverage of all activities as detailed out in 1.16 Project Timelines.
q) “Service” means facilities/services to be provided as per the requirements/conditions
specified in the RFP document and the Agreement and any other incidental/related
services, such as installation, implementation, maintenance, provision of technical
assistance and other such obligations of the IA covered under the Contract.
r) ‘Service Level(s)’ means the service level parameters and targets and other
performance criteria which will apply to the Services and deliverables as described in the
RFP and in this Agreement; ‘SLA’ or ‘Service Level Agreement’ means the service level
agreement specified this Agreement;
s) “Service Specification” means and include detailed description, technical data,
performance characteristics, and standards as applicable and as specified in the
Contract as well as those specifications relating to industry standards and codes
applicable to the performance of the work, work performance quality and the
specifications affecting the works or any additional specification required to be
produced by the IA to meet the design criteria.
t) “Sub-IA” means any person or persons or firm/company or their successors, assignees
to which part of the contract has been outsourced by the IA after necessary consent of
APSF.
u) “Scope of Work” means all the goods and services and any other deliverables as
required to be provided by the IA as specified in the RFP;
v) “The Contract Price/Value” means the price payable to the IA under the Contract for
the full and proper performance of its contractual obligations;
w) BSCDCL and shall include its legal representatives, successors and permitted assignees.
x) “BSCDCL’s Representative” shall mean the person appointed by BSCDCL from
time to time to act on its behalf at the site for overall coordination, supervision and
project management at site.
INTERPRETATIONS
In this Contract unless a contrary intention is evident:
a) The clause headings are for convenient reference only and do not form part of this
Contract;
b) Unless otherwise specified a reference to a clause, sub-clause or section is a reference to a
clause, sub-clause or section of this Contract including any amendments or modifications
to the same from time to time;
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c) Words denoting the singular include the plural and vice versa and use of any gender
includes the other genders;
g) Unless otherwise specified a reference to a clause number is a reference to all its sub-
clauses;
j) A reference to the Agreement shall, unless the context otherwise requires, includes a
reference to its Annexures, Schedules and every other documents forming part of this
Agreement. If a term of this Agreement requires things to be done, undertaken or
completed under the Agreement, the same, if relevant, shall, unless the context otherwise
require, mean to include such things to be done, undertaken or completed under the
relevant Schedules, Annexures of this Agreement.
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All measurements and calculations shall be in the metric system and calculations done to
2 (two) decimal places, with the third digit of 5 (five) or above being rounded up and below
5 (five) being rounded down except in money calculations where such amounts shall be
rounded off to the nearest Rupee.
a) Any clarifications / amendments issued by BSCDCL on the SA, SLA , Schedules and
Annexure
b) This SA along with the SLA Agreement, Schedules and annexure;
c) Request for Proposal and addendum / corrigendum to the Request for Proposal (if any).
For the avoidance of doubt, it is expressly clarified that in the event of a conflict between
this SA, Annexure / Schedules or the contents of the RFP, the terms of this SA shall prevail
over the Annexure / Schedules or the contents and specifications of the RFP.
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by the IA.
ii. In the event of the IA being unable to service the Agreement for whatever reason,
BSCDCL would invoke the PBG. Notwithstanding and without prejudice to any
rights whatsoever of BSCDCL under the Agreement in the matter, the proceeds of
the PBG shall be payable to BSCDCL as compensation for any loss resulting from
the IA’s failure to perform/comply its obligations under the Contract. BSCDCL shall
notify the IA in writing of the exercise of its right to receive such compensation
within 30 days, indicating the contractual obligation(s) for which the IA is in
default.
iii. In case the Project is delayed beyond the Timelines as mentioned in RFP, the PBG
shall be accordingly extended by the IA till completion of scope of work as
mentioned in RFP.
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of the Agreement at the times and in the manner prescribed under the Agreement.
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terms hereof and to the satisfaction of BSCDCL. Nothing in this Agreement relives the IA
from its liabilities or obligations under this Agreement to provide the Services in accordance
with BSCDCL’s direction and requirements and as stated in this Contract and the
performance, non-compliance, breach or other loss and damage resulting either directly or
indirectly by or on account of IA’s Team.
c) The IA’s Representative(s) shall have all the power requisite for execution of Scope of
Work and performance of services under this Contract. The IA’s Representative(s) shall
liaise with BSCDCL’ Representative for the proper coordination and timely completion of
the works and on any other matters pertaining to the works. He will extend full co-
operation to BSCDCL’s Representative for the proper coordination and timely completion
of the works and on any other matter pertaining to the works. He will extend full co-
operation to BSCDCL’s Representative in the manner required by them for supervision/
inspection/ observation of the equipment/ goods/ material, procedures, performance,
progress, reports ad records pertaining to the works. IA shall also have complete charge
of the IA’s personnel engaged in the performance of the works and to ensure compliance
of rules, regulations and safety practice.
d) Except as otherwise provided for herein or with the prior written approval of BSCDCL, the
IA and/or IA’s team shall not:-
i. Collect and use any BSCDCL data, deliverable, Assets or BSCDCL
contents/contents of services and information, including the use of any data
mining, or similar data gathering and extraction methods for any purpose
other than to accomplish the Scope of Work under the RFP and this
Agreement;
ii. Market, sell, or make commercial or derivative use of BSCDCL data, deliverable
or Assets, BSCDCL contents/contents of services and information;
iii. Publish, publicly perform or display, or distribute to any third party any BSCDCL
data, deliverables or BSCDCL contents/contents of Government services and
information, including reproduction on any computer network or broadcast
or publications media; or
iv. Use, frame, or utilize framing techniques to enclose any portion of BSCDCL data,
deliverables or BSCDCL contents/contents of services and information
(including images, any text or the layout/design, form or content of any page
or otherwise).
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c) Provide reasonable support through personnel to test the system during the Term;
d) BSCDCL shall interface with the IA, to provide the required information,
clarifications, and to resolve any issues as may arise during the execution of the SA.
e) BSCDCL shall provide requisite data related to its functioning, facilitate obtaining of
approvals from various governmental agencies, in cases, where the intervention of
BSCDCL is proper and necessary.
g) BSCDCL will be responsible for making all payments due to the IA in respect of
deliverables, goods and Services provided through the IA and accepted by BSCDCL in
accordance with the terms of this Agreement.
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a) Reasonable access, to BSCDCL locations for as much time as deemed necessary for
delivery of Services as defined in this RFP; and
b) Access to office equipment as mutually agreed and other related support services in such
location and at such other BSCDCL location, if any, as may be reasonably necessary for the
IA to perform its obligations hereunder and under the SLAs.
The IA shall,-
a) Agree that the grant of access to the IA to BSCDCL locations shall be in the nature
of a bare license and shall not in any way confer or be deemed to have conferred on
the IA any right, title or interest whatsoever (whether in the nature of an easement
or otherwise) in such locations, office equipment or support services or any part
thereof and nothing in these shall be construed as a demise in law of such locations
unto the IA so as to give the IA any legal interest therein. The IA shall only have the
right to enter upon such locations for the purpose of executing the Project in
accordance with the terms here.
b) Not part with or create any encumbrances whatsoever on the whole or any part of
such locations, office equipment or support services made available by BSCDCL
to the IA.
c) Agree that BSCDCL building locations, where available, from time to time, shall
be made available to the IA on an "as is, where is" basis by BSCDCL. The IA agrees
to ensure that IA’s team members, do not use such locations, services and items made
available by BSCDCL for
i. The transmission of any material which is defamatory, offensive or abusive or
of an obscene or menacing character; or
ii. Any act, which constitutes a violation of any law or infringement of the
rights of any
person, firm or company (including but not limited to rights of copyright or
other intellectual property right, confidentiality or privacy).
.
9.14 Project Management
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a) The parties shall co-operate to procure, maintain and observe all relevant and customary
regulatory and governmental licenses, clearances and applicable approvals (hereinafter
the “Approval”) necessary for the IA to provide the Services. The costs of such approvals
and required consents shall be borne by the IA.
b) BSCDCL shall facilitate the IA in obtaining the required consents wherever BSCDCL
intervention is relevant and necessary. The IA shall however, not be relieved of its
obligations to provide the Services and to achieve the service levels even until the
required consents/ approvals are obtained if and to the extent that the IA's obligations
are dependent upon such required consents/ approvals.
2. Reporting Progress
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relevant team members are available for all such meetings scheduled by BSCDCL. The
BSCDCL shall draw the minutes of these meetings to record key proceedings and decisions
of these meetings.
e) Weekly status reports on the progress made during previous week, key activities planned
in next week, and progress against planned milestones, issues and escalations if any etc.
will be submitted to BSCDCL by the IA’s Project Manager during the entire duration of
Contract.
f) The IA agrees that BSCDCL may change the periodicity of such reports. Formats for such
reporting will be discussed and agreed with BSCDCL at the commencement of this SA.
g) In case the progress of Project falls behind schedule or does not meet the desired
requirements for reasons solely and entirely attributable to the IA, the IA shall deploy extra
manpower, resources, infrastructure to make up the progress or to meet the requirements at
no additional cost to BSCDCL.
Notices
b) Or to such other person or addresses as any of the parties shall have notified to the
others.
c) All notices, requests, demands and other communications given or made in
accordance with the provisions of this SA shall be in writing in person/by
letter/fax/email.
d) On the date and time of delivery when delivered in person between the hours of
9.45 am and 5.45 pm at the address of the other Party set forth above or on the next
working day thereafter if delivered outside such hours
e) At the date and time of transmission, if sent by fax, provided the fax is accompanied by
a confirmation of transmission,
f) 3 Business Days from the date of posting if delivered by Post / Letter
g) As and when it is sent from the designated email address of the Party as
communicated in the SA if sent by email or other electronic communication
h) Either Party to this SA may change its address, telephone number, facsimile
number, email address and nominated contact for notification purposes by
giving the other reasonable prior written notice of the new information and its
effective date.
a) A separate agreement shall govern the Service levels for the entire Project.
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b) The Service Level Agreement shall be executed along/separately with the SA and
commence from the effective date of the SA and shall, unless terminated earlier in
accordance with the terms hereof or thereof or unless otherwise agreed by the parties,
expire on the date on which this SA expires.
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n) Transfer the ownership of the Assets (not already with BSCDCL which shall include the
solution and Software including the source code and associated documentation which is
the work product of the development efforts involved in the Project) to BSCDCL at the
appropriate time (in synchronization with the submission of deliverables thereof by the IA)
or in accordance with the terms of this SA; and
o) Ensure the integration of the software with hardware to be installed and the existing
Assets in BSCDCL, in order to ensure the smooth operations of the entire solution
architecture to provide efficient services to all the users of the proposed System in an
efficient and speedy manner; and
p) Obtain a sign off from BSCDCL or its nominated agency at each stage as is essential to
close each of the above considerations.
a) Subject to the terms of this Agreement, the IA shall sell, assign, convey, transfer and deliver
to BSCDCL, and BSCDCL shall purchase, receive and accept from the IA, all right, title and
interest in and to the Goods required to be provided by the IA as per the RFP. The IA shall
not make any substitute for the goods of any other model, capacity, or manufacturer
without the prior written consent of BSCDCL which consent shall not be unreasonably
delayed or withheld.
b) The IA shall arrange for delivery of the goods to the delivery / installation site identified
by BSCDCL (the “Delivery Site” or “Installation Site”) as per the Timelines provided in the
RFP unless otherwise notified by BSCDCL. In addition to paying all transportation charges
for the goods, the IA shall insure, and pay all insurance charges for the goods till the time
of transfer of title and ownership of goods to BSCDCL.
c) Ownership of goods that are part of this Agreement shall not pass to BSCDCL unless and
until the goods is accepted in accordance with the conditions of the Agreement and to the
entire satisfaction of BSCDCL and an acceptance notification is provided by BSCDCL for
to the IA. The IA shall execute such documents as may be required by BSCDCL for the
transfer of title and ownership of goods. Upon transfer of ownership of the goods to
BSCDCL, the IA shall treat such goods as Assets as detailed above in this Agreement.
d) Notwithstanding the transfer of ownership of the goods to BSCDCL, the risk of loss in
goods shall remain with the IA during the Term of the Agreement or till effective date of
earlier termination of this Agreement.
6. Insurance
1. The IA should take a specific insurance policy from a Third party for the Project providing
insurance coverage against loss of or damage to
a) Equipment or Assets procured or developed or re-used in whole or in part for
fulfillment of obligations under this SA
b) The IA’s Assets and property used in the performance of the services, and
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2. The IA should take an insurance policy to provide coverage for all risks including the
following:
a) Fire and Theft Policy
b) Policy for loss or damage to assets due to Force Majeure events like earthquake,
rioting, etc. of value equal to the cost of replacement of assets.
c) Policy of insurance in respect of claims for personnel injury to or death of any person
employed by the selected IA and arising out of such employment.
3. The IA shall bear all the statutory levies like customs, insurance, freight, etc. applicable on
the goods during their shipment from respective manufacturing/shipment site of the
OEM to the port of landing.
4. All charges including transportation charges that may be applicable till the goods are
delivered at the respective site of installation shall also be borne by the IA
5. The IA during the Term of this Contract:
a) Shall take out and maintain, at own cost but on terms and conditions approved by
BSCDCL, insurance with financially sound and reputable insurers against the risks, and
for the coverage, as specified above where BSCDCL shall be designated as the ‘loss payee’
in such insurance policies;
b) Shall pay all premium in relation thereto and shall ensure that nothing is done to make
such insurance policies void or voidable at BSCDCL’s request, shall provide evidence to
BSCDCL showing that such insurance has been taken and maintained and that the
current premiums therefore have been paid.
c) In the event of any failure by the IA to comply with the insurance requirements set out in
this Agreement, BSCDCL may, without in any way compromising or waiving any right or
remedy, at law or in equity, upon five (5) days’ written notice to the IA, purchase such
insurance, at the IA’s expense, provided that BSCDCL shall have no obligation to do so and
if BSCDCL shall do so, the IA shall not be relieved of or excused from the obligation to
obtain and maintain such insurance amounts and coverages. All such reasonable costs
incurred by BSCDCL shall be promptly reimbursed by the IA and/or may be withheld from
any payment due to IA. None of the requirements contained herein as to types, limits or
BSCDCL’s approval of insurance coverage to be maintained by the IA are intended to and
shall not in any manner limit, qualify or quantify the liabilities and obligations assumed by
the IA under this Agreement, or otherwise provided by law.
d) The IA must, on request by BSCDCL, provide current relevant confirmation of insurance
documentation from its insurance brokers certifying that it has insurance as required by
this Clause. The IA agrees to replace any coverage prior to the date of expiry/cancellation.
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e) BSCDCL or its nominated agencies may, at its election, terminate this Agreement upon the
failure of the IA, or notification of such failure, to maintain the required insurance coverage.
Inadequate insurance coverage for any reason shall not relieve the IA of its obligations
under this Agreement.
7. Change of Quantities
BSCDCL will have the option to increase (as per solution requirement) or decrease (to any
extent) the quantities of equipment/material to be supplied by the IA on this Project. The
change in scope of work (increase / decrease) will be governed by the Change Control
Schedule mentioned in this RFP.
8. Contract Amendments
9. Ownership of Equipment
a) The infrastructure procured by the IA as part of the Project shall be the assets of BSCDCL
during the Term of the Agreement.
b) The system software licenses should be procured in the name of BSCDCL during the Term
of the Agreement.
a) The Parties shall comply with the Audit, Access and Reporting Schedule provided in
Schedule to the SA.
b) BSCDCL/ nominated agencies may carry out routine and periodic audits and
inspections, by itself or through authorized representatives of the Project / Services
related documents, data, locations, accounts, information at its own expense and cost after
giving due notice to the IA; BSCDCL/ nominated agencies, shall endeavor to minimize
inconvenience and disturbance to the IA in the process of such audits and inspections.
c) BSCDCL shall also have the right to conduct, either itself or through another agency as it
may deem fit, an audit to monitor the performance by the IA of its obligations/functions
in accordance with the standards committed to or required by BSCDCL and the IA
undertakes to cooperate with and provide to BSCDCL/ any other agency appointed by
BSCDCL, all documents and other details as may be required by them for this purpose.
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2. Verification
a) The security, integrity and availability of all BSCDCL data processed, held or
conveyed by the IA on behalf of BSCDCL and the users and documentation related
thereto;
b) That the actual level of performance of the Services is the same as specified in the
Service Level Agreement;
c) That the IA has complied with the relevant technical standards, and has adequate
internal controls in place; and
d) The compliance of the IA with any other obligation under the SA and/or the
Agreements.
3. Acceptance Criteria
All deliverables on this Project shall be reviewed and accepted in accordance with the
following procedure:
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attached with all three phases of this project) shall be submitted to BSCDCL by the Project
Manager of the IA.
c) BSCDCL will review the Deliverables and either accept the deliverable or provide feedback
on changes to be done in writing within a reasonable period of time (2-3 weeks).
d) The IA shall make the appropriate revisions and shall resubmit the updated final version
to BSCDCL for their verification and feedback/acceptance.
e) The deliverables submitted to the BSCDCL shall be deemed to have been accepted within
21 days of receipt of the deliverable if the customer puts such deliverable(s) to use in its
business or does not communicate any feedback on such deliverable(s) within 15 days
from the date of receipt of such Deliverable(s)
f) The IA should strive to submit the deliverables/Progress of Project in parts for getting
continuous feedback/review on the deliverables/Progress of Project. The IA should also
engage with BSCDCL on a continuous basis through meetings (weekly till 6 months after
Go-live and fortnightly after this period) and periodic workshops to ensure that progress
may be reviewed and feedback provided from time-to-time.
g) The IA should plan to submit the POC (Proof of Concept) of deliverables before the
scheduled timelines to allow reasonable time for review and acceptance
The Project shall be governed by the mechanism of User Acceptance testing and
certification to be put into place by BSCDCL, guided by the following principles:
Once the Phase-1 system has been rolled out (planned timelines is T+ 60 days, where T is
the date of issue of Letter of Award), the IA will notify BSCDCL so that the Partial
Acceptance Test (PAT) may be assessed by BSCDCL’s Officers and Project Management
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Consultants. The Project Management Consultants would conduct various tests to assess
the compliance of the PAT with the requirements of this Agreement and the RFP. The
shortcomings identified by the Agency in the PAT completed by the IA will be notified by
BSCDCL to the IA at the earliest instance through an appropriate process to facilitate
corrective action. All gaps identified shall be resolved by the IA. This process shall be
iterative till the PAT is ‘Accepted’ by the Project Management Agency. The IA agrees to
take any corrective action required to remove all shortcomings. Only after the solution
deployed by the IA at the PAT Site is ‘Accepted’ by the Project Management Agency will the
system go ahead for milestone II.
a) it is duly organized and validly existing under the laws of India, and has full power and
authority to execute and perform its obligations under this Agreement and other agreements
and to carry out the transactions contemplated hereby;
b) it is a competent provider of a variety of information technology and business process
management services;
c) it has taken all necessary corporate and other actions under laws applicable to its business
to authorize the execution and delivery of this Agreement and to validly exercise its rights
and perform its obligations under this Agreement;
d) it has the financial standing and capacity to undertake the Project and obligations in
accordance with the terms of this Agreement;
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e) in providing the Services, it shall use reasonable endeavors not to cause any unnecessary
disruption to BSCDCL's normal business operations;
f) this Agreement has been duly executed by it and constitutes a legal, valid and binding
obligation, enforceable against it in accordance with the terms hereof, audits obligations
under this Agreement shall be legally valid, binding and enforceable against it in accordance
with the terms hereof;
g) the information furnished in the Proposal is to the best of its knowledge and belief true
and accurate in all respects as at the date of this Agreement;
h) the execution, delivery and performance of this Agreement shall not conflict with, result
in the breach of, constitute a default by any of the terms of its Memorandum
and Articles of Association or any Applicable Laws or any covenant, contract, agreement,
arrangement, understanding, decree or order to which it is a party or by which it or any of
its properties or assets is bound or affected;
i) there are no material actions, suits, proceedings, or investigations pending or, to its
knowledge, threatened against it at law or in equity before any court or before any other
judicial, quasi-judicial or other authority, the outcome of which may result in the breach of
this Agreement or which individually or in the aggregate may result in any material
impairment of its ability to perform any of its material obligations under this Agreement;
j) it has no knowledge of any violation or default with respect to any order, writ, injunction
or decree of any court or any legally binding order of any Government Instrumentality which
may result in any Adverse Effect on its ability to perform its obligations under this
Agreement and no fact or circumstance exists which may give rise to such proceedings that
would adversely affect the performance of its obligations under this Agreement;
k) it has complied with Applicable Laws in all material respects and has not been subject to
any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the
aggregate have or may have an Adverse Effect on its ability to perform its obligations under
this Agreement;
l) no representation or warranty by it contained herein or in any other document furnished
by it to BSCDCL or its nominated agencies in relation to the Required Consents contains or
shall contain any untrue or misleading statement of material fact or omits or shall omit to
state a material fact necessary to make such representation or warranty not misleading; and
m) no sums, in cash or kind, have been paid or shall be paid, by it or on its behalf, to any
person by way of fees, commission or otherwise for entering into this Agreement or for
influencing or attempting to influence any officer or employee of BSCDCL or its nominated
agencies in connection therewith.
1. Terms of Payment
a) Will be governed as mentioned in clause Error! Reference source not found. of RFP
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In consideration of the Services and subject to the provisions of the SA and SLA, the IA
shall be eligible to receive payments from BSCDCL in accordance with the Terms of
Payment Schedule of the SA subject always to the fulfillment by the IA of its obligations
herein
b) It is clarified here that BSCDCL will pay for the Services as cited in accordance with the
Terms of Payment Schedule and BSCDCL would also calculate a financial sum and debit the
same against the Terms of Payment as defined in the Payment Schedule as a result of the
failure solely attributable to the IA to meet the service level defined in the Service Level
Agreement, such sum being determined in accordance with the terms of the Service Level
Agreement and subject to liquidated damages.
c) Except as otherwise provided for herein or as agreed between the parties in writing,
BSCDCL shall not be required to make any payments in respect of the Services other than
those covered by the Terms of Payment Schedule.
d) No invoice for extra work/charge order on account of change order will be submitted by
the IA unless the said extra work /change order has been authorized/approved by BSCDCL
in writing in accordance with the clause on Change Order.
e) Save and except as otherwise provided for herein or as agreed between the Parties in
writing, BSCDCL shall not be required to make any payments in respect of the goods,
Services, the deliverables, obligations and Scope of Work mentioned in the RFP and this
Agreement. For the avoidance of doubt, it is expressly clarified that the payments shall be
deemed to include all ancillary and incidental costs and charges arising in the course of
performance of obligations under the RFP and Agreement including costs of infrastructure
which is to be borne by the IA as per RFP, project costs, implementation and management
charges and all other related costs including taxes.
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BSCDCL.
e) Invoices shall be accurate and all adjustments (if any) to payments to be made to
the IA shall be applied to the next payment invoice of the IA.
2. The IA shall waive any charge for a service that is not invoiced within six months after the
end of the month in which the Terms of Payment as cited in the Terms of Payment Schedule
relating to such service are authorized or incurred, whichever is later.
3. Subject to accomplishment of obligations of the IA and delivery of the goods, the solutions
the deliverables and the services to the satisfaction of BSCDCL, payment shall be made by
BSCDCL within reasonable time of the receipt of invoice along with supporting
documents. Payments will be subject to deduction as agreed herein.
The prices should be mentioned without any qualifications whatsoever and should
include all taxes, duties, fees, levies and other charges as may be applicable in relation to
the activities proposed to be carried out. It is mandatory that such charges wherever
applicable/ payable should be indicated separately.
4. Currency of Payment
Payment shall be made in Indian Rupees only.
5. Tax
a) BSCDCL or its nominated agencies shall be responsible for withholding taxes from the
amounts due and payable to the IA wherever applicable. The IA shall pay for all other taxes,
duties or levies in connection with this SA, SLAs, and any other Project Engagement including,
but not limited to, property, sales, use, excise duty, value-added, goods and services,
consumption and other applicable taxes, duties or levies.
BSCDCL or its nominated agencies shall provide the IA with the original tax certificate of
any withholding taxes paid by BSCDCL or its nominated agencies on payments under this
SA within reasonable time after payment. The IA agrees to reimburse and hold BSCDCL
or any of its nominated agencies harmless from and against any claims, losses, expenses
(including attorney fees, court fees) arising out of deficiency (including penalties and
interest) in payment of taxes at the IA’s responsibilities. For purposes of this SA, taxes,
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duties or levies shall include taxes, duties, levies or GST incurred on transactions between
and among BSCDCL and the IA. In the event of any increase or decrease of the rate of taxes
and duties due to any statutory notification(s) during the Term of the SA, the consequential
effect shall be to the account of BSCDCL. Service Tax can be included in the total bid price
for purpose of evaluation. However the payment of service tax should be done on actuals
in the event of any increase or decrease of any other levies, currency exchange rates etc.
due to any statutory notification(s) during the term of the SA, the consequential effect
shall be to the account of the IA. In case of change in service tax, the IA shall submit a
formal request with necessary supporting documents to BSCDCL. BSCDCL shall verify
these documents and if applicable and approved in writing by BSCDCL, the IA shall
incorporate such changes into subsequent regular invoice for payment.
b) The IA shall bear all personnel taxes levied or imposed on its personnel, sub-contractor’s
personnel, IA’s consultants etc. on account of payment received under this Agreement. The
IA shall bear all corporate taxes, levied or imposed on the IA on account of payments
received by it from BSCDCL for the work done under this Agreement. The IA shall bear all
taxes and duties etc. levied or imposed on the IA under the Agreement including but not
limited to Customs duty, Excise duty and all Income Tax levied under Indian Income Tax
Act – 1961 or any amendment thereof up to the date for submission of final price bid, i.e.,
on account of payments received by him from BSCDCL for work done under the Agreement.
The IA shall also be responsible for having his sub-contractors under its sub-contract(s) to
pay all applicable taxes on account of payment received by the sub-contractors from the IA
for works done under the sub-contracts in relation to this Agreement and BSCDCL will in
no case bear any responsibility for such payment of taxes. It shall be the responsibility of the
IA to submit to the concerned Indian authorities the returns and all other connected
documents required for this purpose. The IA shall also provide BSCDCL such information,
as it may be required in regard to the IA’s details of payment made by the BSCDCL under
the Agreement for proper assessment of taxes and duties. The IA and his sub-subcontractors
or their personnel shall bear all the taxes if any, levied on the IA’s, sub-contractors’ and the
IA’s personnel. The amount of tax withheld by the BSCDCL shall at all times be in
accordance with Indian Tax Law and BSCDCL shall promptly furnish to the IA original
certificates (Challans) for tax deduction at source and paid to the Tax Authorities. The IA
agrees that it and its sub-contractors shall comply with the Indian Income Tax Act in force
from time to time and pay Indian Income Tax, as may be imposed/ levied on them by the
Indian Income Tax Authorities, for the payments received by them for the works under the
Agreement.
c) The parties shall cooperate to enable each party to accurately determine its own tax
liability and to minimize such liability to the extent legally permissible. In connection
therewith, the parties shall provide each other with (i) any resale certificates, (ii) any
relevant information regarding use of out-of-city materials, equipment or services and
(iii) any exemption certificates or information reasonably requested by the other party.
6. Liquidated Damages
The IA shall accomplish the Scope of Work under this Agreement as per the Timelines and
as per the Service Levels as detailed in the RFP and in this Agreement. If the IA fails to
achieve the Timelines or the Service Levels due to reasons attributable to the IA, the IA
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shall be liable to pay liquidated damages as listed in this Agreement. In case the IA is not
solely liable for the breach of the Timelines or the Service Levels, amount of liquidated
damages shall be deducted on proportionate / pro rata basis depending upon the IA’s
extent of fault in such breach of the Timelines or the Service Levels. BSCDCL shall have the
right to determine such extent of fault and liquidated damages in consultation with the IA
and any other party it deems appropriate. Payment of liquidated damages shall not be the
sole and exclusive remedies available to BSCDCL and the IA shall not be relieved from any
obligations by virtue of payment of such liquidated damages. Liquidated damages will be
capped to 5% of the Contract Price. If the liquidated damages cross the cap on liquidated
damages as mentioned herein, BSCDCL shall have the right to terminate the Agreement
for default and consequences for such termination as provided in this Agreement shall be
applicable. Each of the Parties shall ensure that the range of the Services/deliverables
under the SLA shall not be varied, reduced or increased except with the prior written
agreement between BSCDCL and the IA in accordance with the provisions of Change
Control set out in this Agreement.
i. The failure on the part of the IA to perform any of its obligations or comply with any of the
terms of this SA shall constitute an event of default on the part of the IA. The events of
default as mentioned above may include inter - alias the following
a) The IA has failed to adhere to any of the requirements of the SA and the RFP, or if the IA
has fallen short of matching such standards/ targets as BSCDCL may have designated with
respect to any task necessary for the execution of the scope of work under this SA and the
RFP. The above mentioned failure on the part of the IA may be in terms of failure to adhere
to timelines, standards, specifications, requirements or any other criteria as defined by
BSCDCL in the SA and the RFP.
b) The IA has failed to remedy a failure to perform its obligations in accordance with the
specifications issued by BSCDCL despite being served with a default notice which laid
down the specific deviance on the part of the IA to comply with any stipulations or
standards as laid down by BSCDCL
c) the IA or IA’s Team has failed to conform with any of the service specifications as set out
in the RFP or this Agreement or has failed to adhere to any amended direction,
modification or clarification as issued by BSCDCL during the Term of this Agreement and
which BSCDCL deems proper and necessary for the execution of the scope of work under
this Agreement;
d) the IA has failed to demonstrate or sustain any representation or warranty made by it in
this Agreement, with respect to any of the terms of its Proposal, the RFP and this
Agreement;
e) There is a proceeding for bankruptcy, insolvency, winding up or there is an appointment
of receiver, liquidator, assignee, or similar official against or in relation to the IA;
f) Undue delay in achieving the agreed timelines for delivering the services under this
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Agreement;
g) The IA/ IA’s Team has failed to comply with or is in breach or contravention of any
applicable laws.
h) If the IA fails to comply with any final decision reached as a result of arbitration
proceedings on issuance of a notice of not less than thirty (30) days.
i) Quality of deliverables and services consistently not being to the satisfaction of BSCDCL.
j) Where it comes to the IA’s attention that the IA (or the IA’s Team) is in a position of actual
conflict of interest with the interests of BSCDCL, in relation to any of terms of the IA’s
Proposal, the RFP or this Agreement
k) If the IA in the judgment of BSCDCL or any of its nominated agencies has engaged in
corrupt or fraudulent practices in competing for or in executing this SA
I. Where there has been an occurrence of such events of defaults inter alia as
cited above, BSCDCL shall issue a notice of default to the IA, setting out
specific defaults/ deviances/ omissions and providing a notice of thirty (30)
days to enable such defaulting party to remedy the default committed
II. Where despite the issuance of a default notice to the IA by BSCDCL, the IA
fails to remedy the default to the satisfaction of BSCDCL, the same shall be
considered breach of Contract. BSCDCL reserves the right to terminate the
Contract or where it deems fit, issue to the defaulting party another notice to
take corrective action or proceed to adopt such remedies as may be available
to BSCDCL.
Where an event of Default subsist or remains uncured, BSCDCL shall be entitled to:
i. Impose any such obligations and conditions and issue any clarifications as may be
necessary to, inter alia, ensure smooth continuation of the Services and the project which
the IA shall be obliged to comply with, which may include unilateral re-determination of
the consideration payable to the IA under this Agreement. The IA shall in addition take all
available steps to minimize loss resulting from such event of default.
ii. Suspend all payments to the IA under the Agreement by written notice of suspension to the
IA provided that such notice of suspension shall (a) specify the nature of failure; and (b)
request the IA to remedy such failure within a specified period from the date of receipt of
such notice of suspension by the IA
iii. Where BSCDCL deems it necessary, it shall have the right to require replacement of any of
the sub-contractors with another suitable sub-contractor. The sub-contractor/ IA shall in
such case terminate forthwith all their agreements/contracts, other arrangements with
such sub-contractor and find out the suitable replacement for such outgoing subcontractor
with another sub-contractor to the satisfaction of BSCDCL, who shall execute such
contracts with BSCDCL as BSCDCL may require. Failure on the part of the IA to find a
suitable replacement and/or terminate all agreements/contracts with such member, shall
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amount to a breach of the terms hereof and BSCDCL in addition to all other rights, have
the right to claim damages and recover from the IA all losses/ or other damages that may
have resulted from such failure.
iv. Terminate the Agreement in full or in part.
v. Retain such amounts from the payment due and payable by BSCDCL to IA as may be
required to offset any losses caused to BSCDCL as a result of such event of default and the
IA shall compensate BSCDCL for any such loss, damages or other costs, incurred by
BSCDCL in this regard. Nothing herein shall effect the continued obligation of the
subcontractor / other members of its Team to perform all their obligations and
responsibilities under this Agreement in an identical manner as were being performed
before the occurrence of the default.
vi. Invoke the Performance Bank Guarantee and other Guarantees furnished hereunder,
enforce indemnity provisions, recover such other costs/losses and other amounts from the
IA which may have resulted from such default and pursue such other rights and/or
remedies that may be available to BSCDCL under law.
a) Termination for convenience: BSCDCL may by giving the IA not less than 30 (thirty) days
written notice of termination, terminate the agreement, in whole or in part. The notice of
termination shall specify that termination is for BSCDCL’s convenience, the extent to which
performance of work under the Agreement is terminated, and the date upon which such
termination becomes effective.;
3. Effects of Termination
a) The termination provisions set out in this SA shall apply mutatis mutandis to the Service
Level SA.
b) Upon termination of this SA, the parties will comply with the Exit management Schedule,
as outlined in this SA.
c) Upon the expiration or termination of this SA, IA shall undertake the actions set forth in
this SA to assist BSCDCL to procure replacement services as provided hereunder:-
(i) In respect of IA third party Intellectual Property Rights, the IA undertakes to secure such
consents or licenses for BSCDCL from such third parties as are necessary to enable
BSCDCL or its replacement IA (any other agency that is selected for maintaining the
system in place of the IA, if applicable) to receive services substantially equivalent to the
Services hereunder.
(ii) The IA shall transfer to BSCDCL or its nominated agencies, in accordance with the terms
of this SA, Assets or deliverables including the software, if any, (and including any data,
ownership, source code and associated documentation which is the work product of the
development efforts involved in the Implementation of Project) in which BSCDCL has
the right, title and interest and that is in the possession or control of the IA as per
provisions under Section 3.20.1 of this SA.
(iii)In the event of this SA being terminated earlier than the planned Term of the Agreement,
the IA shall be eligible to receive payments as described in the Exit Management
Schedule.
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(iv) The IA’s team and/or all third parties appointed by the IA shall continue to perform all their
obligations and responsibilities as stipulated under this SA, and as may be proper and
necessary to execute the scope of work under the SA in order to execute an effective
transition and to maintain business continuity.
(v) In the event that BSCDCL terminates this SA due to default or material breach of this
SA on the part of the IA, then BSCDCL shall be entitled to invoke the Performance Bank
Guarantee submitted for this Project and pursue such other rights and/or remedies that
may be available to BSCDCL under law.
(vi) The termination hereof shall not affect any accrued right or liability of either party nor
affect the operation of the provisions of this SA that are expressly or by implication intended
to come into or continue in force on or after such termination
The warranties and remedies provided in this Clause are in addition to, and not in
derogation of, the warranties provided in the RFP and the two are to be read harmoniously.
c) All infrastructure procured by the IA for this Project adheres to the service
level requirements as specified in the Agreement, SLA and the RFP. IT
Infrastructure proposed by the IA which will not meet the minimum service level
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l) That the infrastructure/ goods are free from defects in material and
workmanship under normal use and that the infrastructure/ goods shall
remain in good working order during the Warranty Period.
m) That the infrastructure/ goods are and shall remain throughout the Warranty
Period eligible for maintenance under the OEM’s standard maintenance
agreement.
n) That the infrastructure/goods are fit for successfully implementing the Project.
o) IA warrants that the infrastructure/ goods supplied under this Agreement shall
be of the highest grade and quality and consistent with the established and
generally accepted standards of materials of this type. The infrastructure
/goods shall be in full conformity with the specifications and shall operate
properly and safely. All recent design improvements in goods, unless provided
otherwise in the Agreement, shall also be made available.
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The IA represents, warrants and covenants that on the Acceptance Date and for the Warranty
Period, the Software will be free of material programming errors and will operate and
conform to the specifications laid down by BSCDCL. The IA also represents, warrants and
covenants that the medium on which the Software is contained when delivered to BSCDCL
will be free from defects in material or workmanship and shall be free from any viruses, bugs
etc.
4. BSCDCL shall promptly notify the IA in writing of any claims arising under this
warranty clause.
5. Upon receipt of such notice, the IA shall, as soon as possible, repair or rectify defective goods
or replace such goods with similar goods free from defect at IA’s own cost and risk. Any
goods/ infrastructure repaired or replaced by the IA shall be delivered at BSCDCL’s premises
without costs to BSCDCL. Notwithstanding the foregoing, these are not the sole and exclusive
remedies available to BSCDCL in case of breach of any warranty and are also not the sole and
exclusive obligations on the IA in case of breach of any warranty.
6. The IA, having been notified, fails to remedy the defect(s) within a reasonable period,
BSCDCL may proceed to take such remedial action as may be necessary, at the IA’s risk and
expense and without prejudice to any other rights which BSCDCL may have against the IA
under the Agreement.
7. Notwithstanding anything contained in this Agreement, unless BSCDCL has otherwise
agreed in writing, BSCDCL reserves the right to reject goods/infrastructure which do not
conform to the specifications provided in the RFP.
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b) the Indemnified Party promptly notifies the Indemnifying Party in writing of a third party
claim against the Indemnified Party that any goods / deliverables/ services provided by
the Indemnifying Party infringes a copyright, trade secret, patent or other intellectual
property rights of any third party, the Indemnifying Party will defend such claim at its
expense and will pay any costs or damages that may be finally awarded against the
Indemnified Party. The Indemnifying Party will not indemnify the Indemnified Party,
however, if the claim of infringement is caused by (a) The Indemnified Party’s misuse or
modification of the deliverables; (b) The Indemnified Party’s failure to use corrections or
enhancements made available by the Indemnifying Party; (c) The Indemnified Party’s use
of the deliverables in combination with any product or information not owned or
developed or supplied by the Indemnifying Party. If any of the deliverables is or likely to
be held as infringing, the Indemnifying Party shall at its expense and option either (i)
procure the right for the Indemnified Party to continue using it, (ii) replace it with a non-
infringing equivalent, (iii) modify it to make it non-infringing.
i. The Indemnified Party, as promptly as possible, shall inform the Indemnifying Party in
writing of the claim or proceedings and provides all relevant evidence, documentary
or otherwise;
The Indemnified Party shall, at the cost of the Indemnifying party, give the
Indemnifying Party all reasonable assistance in the defense of such claim including
reasonable access to all relevant information, documentation and staff provided that the
Indemnified Party may, at its sole cost and expense, reasonably participate, through its
City Government Pleader or otherwise, in such defense;
ii. If the Indemnifying Party does not assume full control over the defense of a claim as
provided in this clause, the Indemnifying Party may participate in such defense at its sole
cost and expense, and the Indemnified Party will have the right to defend the claim in
such manner as it may deem appropriate, and the cost and expense of the indemnified
party will be included in losses.
iii. in the event that the Indemnifying Party is obligated to indemnify the Indemnified Party
pursuant to this Clause, the Indemnifying Party will, upon payment of such indemnity in
full, be subrogated to all rights and defenses of the Indemnified Party with respect to the
claims to which such indemnification relates.
9. Risk Purchase
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If the IA fails to perform its obligations (or any part thereof) under this Agreement or if
the Agreement is terminated by BSCDCL due to breach of any obligations of the IA under
this Agreement, BSCDCL reserves the right to procure the same or equivalent goods /
services / deliverables from alternative sources at the IA’s risk and responsibility. Any
incremental cost borne by BSCDCL in procuring such goods /services/ deliverables shall
be borne by the IA. Any such incremental cost incurred in the procurement of the such
goods /services/ deliverables from alternative source will be recovered from the
undisputed pending due and payable Payments / Bank Guarantee provided by the IA
under this Agreement and if the value of the goods /services/deliverables under risk
purchase exceeds the amount of Bank Guarantee, the same may be recovered, if
necessary, by due legal process.
c) This limitation of liability provided in Clause (a) and (b) of 3.21.4 hall not limit the IA’
liability for the indemnity obligations, confidentiality obligations and safety and
security provisions as laid down in this Agreement as agreed in this Agreement.
A Force Majeure event means any event or circumstance or a combination of events and
circumstances referred to in this Clause, which:
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a) act of God like earthquake, flood, inundation, landslide, storm, tempest, hurricane,
cyclone, lightning, thunder or volcanic eruption that directly and adversely affect the
performance of services by the IA under this Agreement;
c) industry wide strikes, lockouts, boycotts, labour disruptions or any other industrial
disturbances, as the case may be, not arising on account of the acts or omissions of the
IA and which directly and adversely affect the timely implementation and continued
operation of the Project; or
ii. Upon cessation of the situation which led the Party claiming Force Majeure, the
claiming Party shall within seven (7) days thereof notify the other Party in writing of the
cessation and the Parties shall as soon as practicable thereafter continue performance of
all obligations under this Agreement.
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ii. Upon occurrence of a Force Majeure event after the Effective Date, the costs incurred
and attributable to such event and directly relating to the Project (‘Force Majeure Costs’)
shall be allocated and paid as follows:
a) Upon occurrence of an event mentioned in clause B (i), (ii), (iii) and (iv), the Parties
shall bear their respective Force Majeure Costs and neither Party shall be required to pay
to the other Party any costs thereof.
b) Save and except as expressly provided in this Clause, neither Party shall be liable in
any manner whatsoever to the other Party in respect of any loss, damage, costs, expense,
claims, demands and proceedings relating to or arising out of occurrence or existence of
any Force Majeure event or exercise of any right pursuant hereof.
12.Confidentiality
a) BSCDCL may permit the IA to come into possession of Confidential Information as per
the needs of the Project and the IA (including its employees, contractors, agencies and
representatives) shall maintain the highest level of secrecy, confidentiality and privacy
with regard thereto. The IA shall use its best efforts to protect the confidentiality, integrity
and proprietary of the Confidential Information. No member of IA’s Team shall, without
prior written consent from BSCDCL, make any use of any Confidential Information given by
BSCDCL, except for purposes of performing this Agreement. Each member of IA’s Team
shall keep all the Confidential Information, provided by BSCDCL to them or their respective
employees as confidential.
b) Additionally, the IA shall keep confidential all the details and information with regard to the
Project, including systems, facilities, operations, management and maintenance of the
systems/ facilities. The IA shall use Confidential Information only for executing Scope of
Work under the Project.
c) BSCDCL shall retain all rights to prevent, stop and if required take the necessary punitive
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action against the IA regarding any forbidden disclosure. BSCDCL reserves the right to
adopt legal proceedings, civil or criminal, against the IA in relation to a dispute arising out
of breach of obligation by the IA under this clause.
d) The IA shall ensure that all its employees and agents execute individual non-disclosure
Agreements, which have been duly approved by BSCDCL, with respect to this scheme.
e) The aforesaid provisions shall not apply to the information which is:-
f) When the IA is aware of any steps being taken or considered to compel legally the IA
or an authorised person to disclose the Confidential Information, it shall:
i. to the extent legally permitted, defer and limit the disclosure with a view to preserving
the confidentiality of the Confidential Information as much as possible;
ii. promptly notify BSCDCL; and do anything reasonably required by BSCDCL to oppose
or restrict that disclosure.
g) The IA shall notify BSCDCL promptly if it is aware of any disclosure of the Confidential
Information otherwise than as permitted by this Agreement or with the authority of
BSCDCL.
h) The obligations of confidentiality under this Agreement shall remain in force for the
Term of the Agreement and shall survive for a period of five (5) years after expiry of
the Term or earlier termination.
i) Any Confidential Information disclosed by IA shall be treated as Confidential Information
by BSCDCL on the same terms and conditions above as applicable to the Confidential
Information of BSCDCL
a. The IA shall comply with the technical requirements of the relevant security, safety and
other requirements specified in the Information Technology Actor any other Applicable
Law, from time to time and follow the industry standards related to safety and security
(including those as specified by BSCDCL from time to time), insofar as it applies to the
provision of the services / deliverables under this Agreement.
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b. The IA will comply with the directions issued from time to time by BSCDCL and the
standards related to the security and safety, insofar as it applies to the provision of the
services and deliverables.
c. The IA shall also comply with IT security and standards and policies of BSCDCL and
Government of India which is in force from time to time at each location of which BSCDCL
makes the IA aware in writing in so far as the same applies to the provision of deliverables
and services provided under the the SA and the RFP.
d. The IA shall endeavor to report forthwith in writing to BSCDCL all identified attempts
(whether successful or not) by unauthorized persons either to gain access to or interfere
with BSCDCL data, facilities or Confidential Information.
e. The IA shall report in writing to BSCDCL any act or omission which it is aware that could
have an adverse effect on the safety and information technology security of the Project’s
facilities.
f. The IA shall upon reasonable request by BSCDCL as the case may be or their nominee(s)
participate in regular meetings when safety and Information Technology security matters
are reviewed.
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c) Pre-existing Rights: All intellectual property rights existing prior to the Effective Date of
this Agreement shall belong to the Party that owned such rights immediately prior to the
Effective Date. Subject to the foregoing, BSCDCL will also have rights to use and copy all
intellectual property rights, process, specifications, reports and other document, drawings,
manuals provided or used by the IA as part of the Scope of Works under this Agreement for
the purpose of this Agreement on non-exclusive, non-transferable, perpetual, royalty-free
license to use basis.
d) Ownership of documents: BSCDCL shall own all Documents provided by or originating
from BSCDCL and all Documents produced by or from or for the IA in the course of
performing the Services. Forthwith upon expiry or earlier termination of this Agreement
and at any other time on demand by BSCDCL, the IA shall deliver to BSCDCL all Documents
provided by or originating from BSCDCL and all Documents produced by or from or for the
IA in the course of performing the Services, unless otherwise directed in writing by BSCDCL
at no additional cost. BSCDCL shall not, without the prior written consent of BSCDCL
store, copy, distribute or retain any such Documents.
9.21 Non-Solicitation
Neither party will, without the consent of the other party, employ or offer to employ
(whether under a Contract of Service or under a Contract for Services) any person engaged
or previously engaged by the other in a technical or managerial capacity in relation to the
Project, during the subsistence of this SA and until a period of 12 months has expired after
the termination or expiry of this SA. This restriction shall not apply to employees of either
Party responding to advertisements in job fairs or news media circulated to the general
public.
For the avoidance of doubt, it is expressly clarified that the internal reorganization of the IA
shall not be deemed an event of a change of control for purposes of this clause unless the
surviving entity is of less net worth than the predecessor entity.
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9.23Publicity
Neither Party shall use any name, trademark or symbol of the other in any publicity
release or advertising material or for any other purpose whatsoever without securing the
prior written consent of the other. Neither party shall use the other party's name or refer to
the other party directly or indirectly in any media release, public announcement or public
disclosure relating to this SA or their subject matter, including in any promotional or
marketing materials, referral lists or business presentations without written consent from
the other party for each such use or release, such approval not to be unreasonably withheld
or delayed provided however that the IA may include BSCDCL or its client lists for
reference to third parties subject to the prior written consent of BSCDCL not to be
unreasonably withheld or delayed. Such approval shall apply to each specific case and
relate only to that case.
Failure to exercise or enforce and delay in exercising or enforcing on the part of either
Party to this SA or the SLAs of any right, remedy or provision of this SA or the SLAs shall
not operate as a waiver of such right, remedy or provision in any future application nor
shall any single or partial exercise or enforcement of any right, remedy or provision
preclude any other or further exercise or enforcement of such right, remedy or provision
or the exercise or enforcement of any other right, remedy or provision.
9.25 Subcontractors
1. The IA shall not subcontract any work under the RFP and the Agreement without
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9.29 Schedules
Change Control
This Schedule describes the procedure to be followed in the event of any proposed change
to the Service Agreement (SA) or Service Level Agreement (SLA), or scope of work. Such
change shall include, but shall not be limited to, changes in the scope of Services provided
by the IA.
BSCDCL and the IA recognize that frequent change is an inevitable part of delivering
Services and that a significant element of this change can be accomplished by re-organizing
processes and responsibilities without a material effect on the cost. The IA will endeavor,
wherever reasonably practicable, to effect change without an increase in the payment
(Total Project Cost) as cited in the Terms of Payment Schedule and BSCDCL will work
with the IA to ensure that all changes are discussed and managed in a constructive
manner.
This Change Control Schedule sets out the provisions which will apply to changes to
1. The Service Agreement
2. Service Level Agreement
3. Scope of work
The Bill of Quantities will contain the requisite items and their estimated quantities for
the project work to be done by the contractor.
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i. For quantities in excess of the proposed BoM, the Authority/PMA or any authorized
official/agency nominated by the Authority shall validate the requirements and necessity of
variations in quantity or extra items after due diligence, based on site conditions and work
contingencies.
ii. The recommendations of the PMA or any authorized official/ agency nominated by the
Authority will be submitted to the Authority for its consideration and necessary approval.
iii. For variation in quantities excess or less of the proposed quantity in BoM, the unit rates
quoted by the bidder in price bid under form 2 of section 12 on mutually agreed terms and
conditions shall be applicable.
Extra (New) Items: Extra items of work shall not vitiate the contract. The reimbursement
for extra items shall be validated by the Project Management Agency (PMA) and cleared
by the Authority. The Contractor shall be bound to execute extra items of work as
directed by the Authority. The rates for extra items shall be worked out based on the unit
rates quoted by the Bidder in Price Bid/ as per mutually agreed terms and conditions.
For new items which are beyond the scope of the BoM, the Project Management Agency
(PMA) or any authorized official/ agency shall validate the requirements and necessity of
such new/extra items after due diligence, based on site conditions and work contingencies.
The bidder shall submit in writing well in advance at least 7 days before the Authority a cite-
ment of extra items if any that they need to initiate during the course of project works.
Payment Certificates:
The Bidder shall submit to the Authority monthly citation of the estimated value of the
work completed less the cumulative amount certified previously.
The value of work executed shall comprise the value of the quantities of the items in the Bill
of Materials completed.
The Authority may exclude any item certified in a previous certificate or reduce the
proportion of any item previously certified in any certificate in the light of later information.
1. Quotation
The IA shall assess the Change Control Note (CCN) and complete part B of the CCN as
mentioned in this Section below. The IA shall consider the materiality of the proposed
Change in the context of the Agreement, the Project implementation, operation and
management SLA affected by the Change and the total effect that may arise from
implementation of the Change. In completing part B of the CCN the IA shall provide as a
minimum:
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2. Costs
Each party shall be responsible for its own costs incurred in the quotation, preparation of
CCNs and in the completion of its obligations described in this process above. In the event
the IA is unable to meet the obligations as defined in the CCN then the cost borne by
BSCDCL for getting it done through any third party will be borne by the IA.
3. Reporting/Review
The status on the progress of the project and CCNs (if any) will be reported by IA to
BSCDCL during the Project review meetings that will be held at regular intervals as
decided by the Authority.
4. Obligations
The IA shall be obliged to implement any proposed Changes once approved from
BSCDCL in accordance with this Change Control Schedule, within a time period agreed
with BSCDCL in the CCN and with effect from the date agreed for implementation in the
CCN.
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Authorized by
BSCDCL
Name:
Signature: Date:
Part B : Evaluation
Change Control Note CCN Number:
Impact:
Deliverables:
Timetable:
Authorized
by the IA
Name:
Signature: Date
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Approved
Rejected
Requires Further Information (as
follows, or as Attachment 1 etc.)
For BSCDCL For the IA
Signature Signature
Name Name
Title Title
Date Date
2. Transfer of Project
Assets
1. Before the expiry of the Exit Management Period, all Project Assets including the
hardware, software, system software documentation and any other infrastructure
shall have been renewed and cured of all defects and deficiencies as necessary so that
the Project is compliant with the specifications and standards set forth in the
Agreement, RFP, and any other amendments made during the Term of the
Agreement;
2. Before the expiry of the exit management period, the IA will deliver relevant records and
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reports pertaining to the Project and/or BSCDCL and its design, implementation,
operation, and maintenance including all operation and maintenance records and
manuals pertaining thereto and complete as on the divestment date;
3. The IA will provide the BSCDCL with a complete and up to date list of the Assets to be
transferred to BSCDCL within 30 days of start of Exit Management Period.
4. The outgoing IA will pass on to BSCDCL and/or to the replacement IA (if engaged by
BSCDCL), the subsisting rights in any leased properties/ licensed products on terms not
less favorable to BSCDCL/ replacement IA, than that enjoyed by the outgoing IA.
5. Even during the Exit Management period, the IA’s team and/or all third parties
appointed by the IA shall continue to perform all their obligations and responsibilities
as stipulated under this SA, and as may be proper and necessary to execute the scope of
work under the terms of the SA in order to execute an effective transition and to
maintain business continuity.
6. The IA complies with all other requirements as may be prescribed under applicable
laws to complete the divestment and assignment of all the rights, title and interest of
the IA in this Project free from all encumbrances absolutely and free of any charge or
tax to BSCDCL or its nominated agencies or the replacement IA as the case may be.
4. Knowledge Transfer
1. The selected IA will be required to provide necessary handholding and transition support
to BSCDCL’s staff or its nominated agency or replacement IA. The handholding support
will include but not be limited to, conducting detailed walkthrough and demonstrations for
the IT Infrastructure, handing over all relevant documentation, addressing the
queries/clarifications of the new agency with respect to the working / performance levels
of the infrastructure, conducting training sessions etc.
2. The IA shall permit BSCDCL and/or any replacement IA to have reasonable access to its
employees and facilities as reasonably required by BSCDCL to understand the methods of
delivery of the Services employed by the IA and to assist appropriate knowledge transfer.
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1. The IA will promptly on the commencement of and during the exit management period
supply to BSCDCL the following:
6. Employees
1. Promptly on reasonable request at any time during the Exit Management Period, the
IA shall, subject to applicable laws, restraints and regulations (including in particular
those relating to privacy) provide to BSCDCL a list of all employees (with job titles) of
the IA dedicated to providing the Services at the commencement of the exit
management period;
2. Where any national, regional law or regulation relating to the mandatory or automatic
transfer of the Contracts of employment from the IA to BSCDCL or its nominees, or a
replacement IA ("Transfer Regulation") applies to any or all of the employees of the
IA, then the parties shall comply with their respective obligations under such Transfer
Regulations.
3. To the extent that any Transfer Regulation does not apply to any employee of the IA,
BSCDCL, or its replacement IA may make an offer of employment or Contract for
services to such employee of the IA and the IA shall not enforce or impose any
contractual provision that would prevent any such employee from being hired by
BSCDCL or any replacement IA.
4. Promptly on reasonable request at any time during the Exit Management Period, the
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IA shall, facilitate training and knowledge transfer for BSCDCL and/or any
replacement IA as reasonably required for understanding the methods of delivery of
the Services employed by the IA.
On request by the BSCDCL, the IA shall effect such assignments, transfers, licenses and
sub-licenses as the BSCDCL may require in favour of BSCDCL, or its replacement IA in
relation to any equipment lease, maintenance or service provision agreement between
IA and third party lessors, vendors, and which are related to the Services and reasonably
necessary for the carrying out of replacement services by BSCDCL or its replacement IA.
At any time during the Exit Management Period, where Assets are located at the IA's
premises, the IA will be obliged to give reasonable rights of access to (or, in the case of
Assets located on a third party's premises, procure reasonable rights of access to)
BSCDCL, and/or any replacement IA in order to make an inventory of the Assets. The IA
shall also give the BSCDCL or its nominated agencies, or any replacement IA right of
reasonable access to the IA's premises and shall procure BSCDCL or its nominated agencies
and any replacement IA rights of access to relevant third party premises during the exit
management period and for such period of time following termination or expiry of the
Agreement as is reasonably necessary to migrate the services to BSCDCL or its nominated
agencies, or a replacement IA.
1. The IA shall provide BSCDCL with an Exit Management plan which shall deal with at least
the following aspects of exit management in relation to the Agreement as a whole and in
relation to the Project implementation, and the SLAs.
a) A detailed program of the transfer process that could be used in conjunction with a
replacement IA including details of the means to be used to ensure continued provision of
the Services throughout the transfer process or until the cessation of the Services and of the
management structure to be used during the transfer;
b) Plans for the communication with any of the IA's staff, suppliers, customers and any
related third party as are necessary to avoid any detrimental impact on BSCDCL’s
operations as a result of undertaking the transfer;
c) (if applicable) Propose arrangements for the segregation of the IA's networks from the
networks employed by BSCDCL in general and identification of specific security tasks
necessary at termination;
d) Plans for provision of contingent support to BSCDCL and replacement IA for a
reasonable period after transfer.
3. This Exit management plan shall be furnished in writing to BSCDCL or its nominated
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The IA shall pay all costs (transfer costs, stamp duty etc.) as applicable to meet the
requirements of this Exit Management Schedule.
9.32Terms of Payment
a) This Project is planned to be implemented as a service complete with all the
components and infrastructure required for delivery of the envisaged activities of the
Project. The IA will sign SLA with BSCDCL covering all the Services required and will be
compensated for such Services, subject to the performance of the system as reflected by
the SLA metrics defined in the Agreement and/or the RFP between the IA and BSCDCL.
b) The entire cost for establishing, operating and maintaining the Project for the Term of
the Agreement will be borne by the IA and factored in the Price Bid submitted in
response to the RFP.
c) The Total Project Cost quoted in the Price Bid should cover all costs anticipated by the
IA, on the basis of requirements listed in the RFP.
d) The IA will be solely responsible to bear the cost of any items that are not quoted or are
under quoted in this Proposal, but are required to meet the SLAs or any other
requirements as cited in the RFP. No additional payment for these components would
be made to the IA.
e) The IA would be paid as per the milestones given in the Terms of Payment Schedule.
1. Additional Costs
a) BSCDCL shall make payments to the IA at the times and in the manner set out in the Terms
of Payment Schedule subject always to the fulfillment by the IA of the obligations herein.
b) All payments shall be made after adjustments required for any SLA based penalties.
c) No invoice for extra work/charge order on account of change order will be submitted by
the IA unless the said extra work /change order has been authorized/ approved by
BSCDCL in writing in accordance with Change Control Schedule of the SA.
d) BSCDCL shall make payments after withholding tax deductible at source as
appropriate.
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b) The IA shall bear all personal/income taxes levied or imposed on its staff, vendor etc. on
account of payment received under this Contract. The IA shall bear all income/corporate
taxes, levied or imposed on the IA on account of payments received by it from BSCDCL
for the work done under this Contract.
The Parties shall comply with the Audit, Access and Reporting Schedule. The IA shall, on
request, allow access to BSCDCL, and its nominated agencies to all information which is
in the possession or control of the IA, which relates to the provision of the Services as set
out in the SA and is reasonably required to comply with the terms of the Audit, Access and
Reporting Schedule.
1. Purpose
This Schedule details the audit, access and reporting rights and obligations of BSCDCL
and the IA under the Master Services Agreement, and/or SLA and any other
agreements that are entered into simultaneously with this Agreement or subsequently.
1. As soon as reasonably practicable after the Effective Date, the Parties shall use their
best endeavors to agree to a timetable for routine audits prior to the Go-Live of the
Solution and post Go-Live. Once a time-table for routine audits has been agreed,
BSCDCL or its nominated agencies shall conduct audits in accordance with such
agreed timetable and shall not be required to give the IA any further notice of carrying
out such audits.
2. BSCDCL or its nominated agencies may conduct non-timetabled audits at their own
discretion if it reasonably believes that such non-timetabled audits are necessary as a
result of an act of fraud by the IA, a security violation, or breach of confidentiality
obligations by the IA, provided that the requirement for such an audit is notified in
writing to the IA, a reasonable time period prior to the audit (taking into account the
circumstances giving rise to the reasonable belief) stating in a reasonable level of
detail the reasons for the requirement and the alleged facts on which the requirement
is based.
3. BSCDCL or its nominated agencies shall endeavor to conduct such audits to
minimize inconvenience and disturbance to the IA.
4. In addition to the above, there will be audits conducted by statutory bodies as and when
they are required to do it. Notwithstanding any condition given in the SA, IA will have
to provide these statutory bodies access to all the facilities, infrastructure, documents
and artifacts of the Project as required by them and approved by BSCDCL, in writing.
5. During any such audits conducted by BSCDCL or any other agency nominated by
BSCDCL, if any unlawful, fraudulent activities are identified, BSCDCL shall terminate
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the contract.
3. Access
4. Audit Rights
The BSCDCL shall have the right to audit and inspect suppliers, agents, third party facilities,
including leased premises used for the Implementation of the Project which may include
but not limited to Helpdesk, documents, records, procedures and systems relating to the
provision of the services, but only to the extent that they relate to the provision of the
services, as necessary to verify:
1. The security, integrity and availability of all BSCDCL data processed, held or conveyed by the
IA on behalf of BSCDCL and documentation related thereto;
2. That the actual level of performance of the services is the same as specified in the SLAs;
3. That the IA has complied with the relevant technical standards, and has adequate internal
controls in place; and
4. The compliance of the IA with any other obligation under the Service Agreement and SLA.
For the avoidance of doubt the audit rights under this Schedule shall not include access to
the IA's profit margins or overheads associated with any obligation under the Service
Agreement.
The IA shall use reasonable endeavors to allow audit and access provisions with suppliers
and agents who supply labor, services, equipment or materials in respect of the services.
The IA shall inform BSCDCL prior to concluding any supply agreement of any failure to
achieve the same rights of audit or access.
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For the purposes of audit in accordance with this Schedule, the IA shall maintain true
and accurate records in connection with the provision of the Services and the IA shall
handover all the relevant records and documents upon the termination or expiry of the
Contract.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date.
For and on behalf of the For and on behalf For and on behalf of
President of India, the of Supplier Confirming Party
Customer
WHEREAS:
A. The Customer had issued Request For Proposal (the “RFP”) in respect of as per RFP No.
____________ (the “Project”) to which the Consortium (defined hereinafter) had
submitted its response/bid to the said RFP;
B. The Customer awarded the work in favour of Consortium in respect of the Project and
the Customer and the Consortium had entered into an Agreement dated __________
related thereto (Customer Agreement with Consortium, as further defined hereinafter);
C. Pursuant to the aforementioned Customer Agreement with Consortium, the Customer
awarded COF in favour of Supplier for the supply of Services which has been accepted by
the Supplier;
D. The Parties now wish to enter into this Agreement to record the terms and conditions
on the basis of which the Services would be provided by the Supplier to the Customer and
the roles and responsibilities of Confirming Party, if any, in connection therewith.
Notwithstanding the provisions of Section _______ of Customer Agreement With
Consortium, terms of the Customer Agreement with Consortium shall apply to the
Supplier only to the extent applicable to Supplier’s scope of Services with respect to the
Project.
1. DEFINITIONS
Capitalized terms used in this Agreement but otherwise not defined shall have the
following meaning:
“Consortium” means (for the purposes of this Agreement) the consortium between,
inter alia, the Supplier and the Confirming Party as per consortium agreement dated
___________, including any amendments thereto, (“Consortium Agreement”) for jointly
submitting the consortium proposal to the Customer in response to the Customer's RFP.
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“Customer” means the entity defined above. For the purposes of all remedies and
limitations of liability set forth in this Agreement, Customer means Customer, its Affiliates
and its and their employees, directors, officers, agents and representatives.
“Customer Agreement With Consortium” means agreement dated _________ in
respect of the Project to which the Customer and Consortium are parties.
“Customer Order Form” or “COF” - means the purchase order dated _________
(including amendments thereto) for Service issued by Customer and accepted by Supplier
setting out matters relating to Supplier's delivery of Services to Customer.
“Customer Premises” means the location or locations occupied by Customer or
Customer’s End Users (as applicable) to which Service is delivered.
“End User” means any person or entity deriving or making use of the Services through
Customer including but not limited to, Customer, an Affiliate of Customer, an authorized
vendor of Customer or a customer of Customer.
“Service Schedules” means the scope of work in respect of Services as set out in the
Consortium Agreement which is incorporated into this Agreement by way of this
reference.
“Services” means ___________________ set forth in the Consortium Agreement
with respect to scope identified in Annexure A, B and C of the Consortium Agreement. For
avoidance of doubt, internet services (as specified in Consortium Agreement) are excluded
from the scope of Services.
“Service Fees” means the charges payable by Customer for the Services (including but
not limited to monthly recurring charges and non-recurring charges) as identified in the
COF(s) and Service Schedules and the Customer Agreement with the Consortium.
“Supplier” means the entity named above or in a COF, as applicable. For the purposes of
all remedies and limitations of liability set forth in this Agreement, Supplier means
Supplier, its Affiliates and its and their employees, directors, officers, agents and
representatives.
2. SERVICES
2.1 The Supplier agrees to provide the Services as per the Service Schedules, in
accordance with the terms and conditions of the Customer Agreement with the
Consortium to the extent such terms and conditions apply to the Supplier’s provision of
the Services. Confirming Party confirms that the Services Schedule covers the entire scope
of Services to be provided by the Supplier under the Customer Agreement with the
Consortium.
2.2 Term/Service Fees. This Agreement shall become effective on the Effective Date and
shall be co-terminus with Customer Agreement with the Consortium.
2.3 Payment. Supplier will commence invoicing for Services as per the applicable
payment terms of the Customer Agreement with Consortium. Invoices raised by Supplier
shall be vetted and approved by the Confirming Party. Payment shall be made by the
Customer to Supplier against the invoices duly vetted and approved by the Confirming
Party for the Services in accordance with the payment terms mentioned in the Customer
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Agreement with Consortium, to the bank account designated by Supplier from time to
time. Unless otherwise specified in the COF, all amounts shall be invoiced and paid in INR.
Payment shall be made after deducting liquidated damages/penalties (related to Services
to be supplied by the Supplier) taxes etc. as per the terms and conditions of the Customer
Agreement with the Consortium.
4. LIMITATION OF LIABILITY
4.1 Damages. Notwithstanding any other provision hereof or any other agreement,
neither Customer nor Supplier shall be liable for (a) any indirect, incidental, special,
consequential, exemplary or punitive damages including any damages for lost profits, lost
revenues, loss of goodwill, loss of anticipated savings, loss of customers, loss of data,
arising out of the performance or failure to perform under this Agreement, whether or
not caused by the acts or omissions of its employees or agents, and regardless of whether
such Party has been informed of the possibility or likelihood of such damages.
5. MISCELLANEOUS
5.1 Governing Law. This Agreement shall be governed by the laws of India and the
Parties irrevocably submit to the exclusive jurisdiction of the courts at Ujjain in Madhya
Pradesh and any court of appeal therefrom.
5.2 Severability; Waiver. In the event any provision of this Agreement is held by a court
of competent jurisdiction to be invalid, void or unenforceable, such provision(s) shall be
stricken and the remainder of this Agreement shall remain legal, valid and binding. The
failure by either Party to exercise or enforce any right conferred by this Agreement shall
not be deemed to be a waiver of any such right or to operate so as to bar the exercise or
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5.7 Entire Understanding. This Agreement along with the Customer Agreement With
the Consortium, Service Schedule, Consortium Agreement and COF constitutes the entire
understanding of the Parties related to the subject matter hereof. As per clause 1.3 (e) of
the Customer Agreement with the Consortium, this Agreement forms an integral part of
the Customer Agreement with the Consortium. Except to the extent otherwise agreed in
this Agreement, all terms and conditions of the Customer Agreement with the Consortium
shall mutatis mutandis apply to this Agreement. This Agreement is without prejudice to (i)
any rights that the Customer may have against the Confirming Party under the Customer
Agreement with the Consortium and (ii) any and all obligations that the Confirming Party
has under the Customer Agreement with the Consortium.
5.8 Amendment. This Agreement may be amended only in writing signed by a duly
authorized representative of each of Confirming Party, Supplier and Customer.
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