request for proposal for selection of system …

RFP for Identification of SI for O&M of APeProcurement Platform (Application) of ITE&C Department, GoAP (Vol-II)

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REQUEST FOR PROPOSAL

FOR

SELECTION OF SYSTEM INTEGRATOR

for

O&M of APeProcurement Platform (Application) of

ITE&C Department, GoAP

April’2020

Andhra Pradesh Technology Services Limited (APTS) 3rd Floor, R&B Building, Opp. Indira Gandhi Municipal Stadium,

MG Road, Labbipet, Vijayawada – 520 010, Andhra Pradesh

Volume II

Contractual and Legal Specifications


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Proprietary & Confidential

No part of this document can be reproduced in any form or by any means, disclosed or

distributed to any person without the prior consent of APTS except to the extent

required for submitting bid and no more.


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RFP STRUCTURE

This RFP is meant to invite proposals from interested companies capable of delivering

the services described herein. The content of this RFP has been documented as a set of

two volumes explained below:

Volume I: Functional, Technical and Operational Requirements

Volume I of the RFP intends to bring out all the details with respect to solution and

other requirements that Information Technology Electronics and Communication

(ITE&C) department deems necessary to share with the potential bidders. The

information set out in this volume has been broadly categorized as Functional,

Technical, and Operational covering multiple aspects of the requirements. The Volume I

also consists details of the General Terms & Conditions with respect to the bid process

management including the project implementation, financial terms, evaluation criteria

and bid submission forms to be adopted for the proposed project.

Volume II: Contractual and Legal Specifications

Volume II of the RFP details out the Draft Contract for the proposed engagement and

outlines the contractual, legal terms & conditions applicable for the proposed

engagement.

This volume is Volume II

Kindly note that all two volumes of the RFP have to be read in conjunction as there are

cross references on sections in these volumes. The selected System Integrator will be

solely responsible for any gaps in scope coverage caused by not referring to all two

volumes.


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Acronym Full Form

ACL Access Control list

AIS Automatic Identification System

AMC Annual Maintenance Contract

API Application Programming Interface

APSEA Andhra Pradesh State Enterprise Architecture

APSWAN Andhra Pradesh State Wide Area Network

APTS Andhra Pradesh Technology Services

B2G Business to Government

BCP Business Continuity Plan

BE Budget Estimate

BOM Bill of Material

CCN Change Control Notice

CERT-In Indian Computer Emergency Response Team

CGA Controller General of Accounts

CMMI Capability Maturity Model Integration

CMS Content Management System

CO Controlling Officer

CoE Center of Excellence

COTS Commercial Off The Shelf

CPA Central Plan Assistance

CSC Common Service Centers

CSIP Continuous Service Improvement Plans

CV Curriculum Vitae

DC Data Centre

DCIM Data center infrastructure management

DeitY Department of Electronics and Information Technology

DFD Data Flow Diagram

DHCP Dynamic Host Configuration Protocol


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Acronym Full Form

DIT Department of Information Technology

DMS Date-wise Monthly Statement

DNS Domain Name System

DR Disaster Recovery

DRC Disaster Recovery Centre

DRP Disaster Recovery Plan

DSC Digital Signature Certificate

DSCI Data Security Council of India

DTA Directorate of Treasuries and Accounts

DTO District Treasury Office/ Officer

EADG Enterprise Architecture Design Group

EASG Enterprise Architecture Support Group

EAP Externally Aided Projects

ECS Electronic Clearance System

EITM Empirical Implications of Theoretical Models

EMD Earnest Money Deposit

EMS Enterprise Management Solution

EPRS e-Pragati Requirements Specifications

ERP Enterprise Resource Planning

FIFO First In First Out

FRS Functional Requirement Specifications

FSMO Flexible Single Master Operation

G2B Government to Business

G2C Government to Citizen

G2G Government to Government

GCC General Conditions of Contract

GIS Geographic Information System

GoAP Government of Andhra Pradesh

GoI Government of India


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Acronym Full Form

GPF General Provident Fund

HLD High Level Design

HOD Head of Department

HOO Head of the Office

HRMS Human Resource Management System

HTML Hypertext Markup Language

HTTP Hypertext Transfer Protocol

HTTPS Hypertext Transfer Protocol Secure

IAFIS Integrated Automated Fingerprint Identification System

ICT Information and Communications Technology

IEEE Institute of Electrical and Electronics Engineers

INR Indian Rupee

IP Internet Protocol

ISO International Organization for Standardization

IT Information Technology

ITB Instructions to Bidders

ITE&C Information Technology, Electronics and Communication

ITIL Information Technology Infrastructure Library

IVRS Interactive voice response System

IVVT Integration, Verification, Validation & Testing

JDBC Java Database Connectivity

KPI Key Performance Indicators

KT Knowledge Transfer

LAN Local Area Network

LLD Low Level Design

LOC Letter of Credit

MCA Ministry of Corporate Affairs

MIS Management Information System

MSA Master Service Agreement


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Acronym Full Form

MSME Ministry of Micro Small and Medium Enterprise

NDA Non-Disclosure Agreement

NDR Near Disaster Recovery

NeGD National e-Governance Division

NIC National Informatics Center

NPMU National Project Management Unit

NSDG National Service Delivery Gateway

O&M Operation and Maintenance

ODBC Open Database Connectivity

ODS Operational Data Store

OEM Original Equipment Manufacturer

OLTP Online Transaction Processing

ORT Operational Readiness Test

OWASP Open Web Application Security Project

PBG Performance Bank Guarantee

PIU Project Implementation Unit

PKCS Public Key Cryptography Standards

PKI Public Key Infrastructure

PMIS Project Management Information System

PMU Program Management Unit

PoR Prevention of Reoccurrence

PPP Public Private Partnership

PQ Pre-Qualification

QA Quality Assurance

RAID Redundant array of inexpensive disks

RE Revised Estimate

REST Representational State Transfer

RFP Request for Proposal

RPO Recovery Point Objective


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Acronym Full Form

RTM Requirements Traceability Matrix

RTO Recovery Time Objective

SAN Storage Area Network

SCC Special Conditions of Contract

SDA State Designated Agency

SDC State Data Center

SDDO Self-Drawing and Disbursing Officer

SDLC Systems Development Life Cycle

SeMT State E-Governance Mission Team

SI System Integrator

SIP Service Improvement Plans

SLA Service Level Agreement

SMAC Social Mobile Analytics Cloud

SMS Short Messaging Service

SNMP Simple Network Management Protocol

SOA Service Oriented Architecture

SOAP Simple Object Access Protocol

SOP Standard Operating Procedure

SPOC Single Point of Contact

SQL Structured Query Language

SRS System/Software Requirement Specifications

STO Sub-Treasury Officer/ Officer

SWAN State Wide Area Network

TB Tera Byte

UAT User Acceptance Testing

UC Utilization Certificate

UDDI Universal Description, Discovery, and Integration

VLAN Very Large Area Network

VLC Voucher Level Computerization


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Acronym Full Form

VPN Virtual Private Network

W&P Works & Projects

W3C World Wide Web Consortium

WAN Wide Area Network

WS Web Services

WSDL Web Services Description Language

XML Extensible Mark-up Language


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CONTENTS

CONTENTS ........................................................................................................................... 10

DRAFT MASTER SERVICES AGREEMENT ................................................................................ 15

1 ARTICLE I - DEFINITIONS & STRUCTURE ...................................................................... 17

1.1 DEFINITIONS .................................................................................................................. 17

1.2 STRUCTURE .................................................................................................................... 23

1.3 CONDITIONS PRECEDENT .............................................................................................. 23

1.3.1 CONDITIONS PRECEDENT FOR SYSTEM INTEGRATOR ........................................... 23

1.3.2 NON-FULFILMENT OF CONDITIONS PRECEDENT .................................................. 24

1.4 SCOPE OF CONTRACT .................................................................................................... 24

1.4.1 INTERPRETATION OF THE SCOPE OF WORK .......................................................... 25

1.5 PERIOD/ TERM OF CONTRACT ....................................................................................... 25

1.6 EXTENSION OF THIS AGREEMENT ................................................................................. 25

1.7 ADDITIONAL WORK ....................................................................................................... 26

1.8 COMMENCEMENT AND DURATION OF THE SLA ........................................................... 26

2 ARTICLE II – INITIALIZATION ...................................................................................... 27

2.1 PROVISION OF THE SERVICES ........................................................................................ 27

2.2 APPROVALS AND REQUIRED CONSENTS ....................................................................... 27

2.3 USE AND ACQUISITION OF ASSETS ................................................................................ 28

2.4 ACCESS TO SYSTEM INTEGRATOR ................................................................................. 29

3 ARTICLE III - MANAGEMENT ...................................................................................... 31

3.1 GOVERNANCE ................................................................................................................ 31

3.2 USE OF SERVICES ........................................................................................................... 31

3.3 CHANGES/ AMENDMENTS ............................................................................................ 31

3.4 SECURITY AND SAFETY................................................................................................... 31

3.5 CO-OPERATION .............................................................................................................. 32

4 ARTICLE IV - FINANCIAL TERMS .................................................................................. 33

4.1 TERMS OF PAYMENT, PENALTIES AND INCENTIVES ...................................................... 33

4.1.1 MILESTONE PAYMENT ........................................................................................... 33

4.1.2 QUARTERLY PAYMENT FOR DELIVERABLES ........................................................... 33

4.1.3 PENALTIES .............................................................................................................. 33


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4.2 INVOICING AND SETTLEMENT ....................................................................................... 33

4.3 TAX CONSIDERATION..................................................................................................... 34

4.4 LIQUIDATED DAMAGES ................................................................................................. 34

5 ARTICLE V - BREACH, RECTIFICATION & TERMINATION ............................................... 35

5.1 MATERIAL BREACH ........................................................................................................ 35

5.2 COMPANY NAME CHANGE ............................................................................................ 35

5.3 TERMINATION FOR BANKRUPTCY ................................................................................. 35

5.4 EFFECTS OF TERMINATION ............................................................................................ 36

5.5 FRAUD BY SYSTEM INTEGRATOR, CONSORTIUM PARTNER’S AND SUB-CONTRACTOR’S

PERSONNEL ............................................................................................................................... 36

5.6 Consequences of failure by the Successful Bidder to provide Services: ....................... 38

6 ARTICLE VI - PROTECTION AND LIMITATIONS ............................................................. 39

6.1 WARRANTIES ................................................................................................................. 39

6.2 THIRD PARTY CLAIMS .................................................................................................... 40

6.3 LIMITATION OF LIABILITY .............................................................................................. 42

6.4 FORCE MAJEURE ............................................................................................................ 42

6.5 DATA PROTECTION ........................................................................................................ 44

6.6 AUDIT, ACCESS AND REPORTING .................................................................................. 44

7 ARTICLE VII - INTELLECTUAL PROPERTY ...................................................................... 45

7.1 INTELLECTUAL PROPERTY .............................................................................................. 45

8 ARTICLE VIII – MISCELLANEOUS ................................................................................. 48

8.1 CONFIDENTIALITY .......................................................................................................... 48

8.2 PERSONNEL .................................................................................................................... 51

8.3 SUB-CONTRACTORS ....................................................................................................... 52

8.4 RESPONSIBILITY OF CONSORTIUM (Not applicable) ..................................................... 53

8.5 ASSIGNMENT ................................................................................................................. 53

8.6 TRADEMARKS, PUBLICITY .............................................................................................. 53

8.7 NOTICES ......................................................................................................................... 53

8.8 VARIATIONS AND FURTHER ASSURANCE ...................................................................... 54

8.9 SEVERABILITY AND WAIVER .......................................................................................... 54

8.10 COMPLIANCE WITH LAWS AND REGULATIONS ............................................................. 55


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8.11 ETHICS ............................................................................................................................ 55

8.12 ENTIRE AGREEMENT ...................................................................................................... 55

8.13 SURVIVABILITY ............................................................................................................... 55

9 ARTICLE IX - DISPUTES AND AMENDMENTS ............................................................... 56

9.1 DISPUTE RESOLUTION ................................................................................................... 56

9.2 AMENDMENT ................................................................................................................ 57

10 SCHEDULE I – CHANGE CONTROL SCHEDULE (Not applicable) ..................................... 59

10.1 PURPOSE ........................................................................................................................ 59

10.2 CHANGE CONTROL NOTE ("CCN") ................................................................................. 59

10.3 QUOTATION ................................................................................................................... 62

10.4 COSTS ............................................................................................................................. 62

10.5 REPORTING .................................................................................................................... 62

10.6 OBLIGATIONS ................................................................................................................. 62

10.7 COST OF CHANGE REQUEST .......................................................................................... 63

11 SCHEDULE II – EXIT MANAGEMENT SCHEDULE ........................................................... 64

11.1 PURPOSE ........................................................................................................................ 64

11.2 TRANSFER OF ASSETS .................................................................................................... 64

11.3 COOPERATION AND PROVISION OF INFORMATION ..................................................... 67

11.4 CONFIDENTIAL INFORMATION, SECURITY AND DATA .................................................. 68

11.5 EMPLOYEES .................................................................................................................... 68

11.6 TRANSFER OF CERTAIN AGREEMENTS .......................................................................... 69

11.7 RIGHTS OF ACCESS TO PREMISES .................................................................................. 69

11.8 GENERAL OBLIGATIONS OF THE SYSTEM INTEGRATOR ................................................ 69

11.9 EXIT MANAGEMENT PLAN ............................................................................................. 70

12 SCHEDULE III - AUDIT, ACCESS AND REPORTING SCHEDULE ....................................... 72

12.1 PURPOSE ........................................................................................................................ 72

12.2 AUDIT NOTICE AND TIMING .......................................................................................... 72

12.3 ACCESS ........................................................................................................................... 72

12.4 AUDIT RIGHTS ................................................................................................................ 73

12.5 AUDIT RIGHTS OF SUPPLIERS AND AGENTS .................................................................. 73

12.6 ACTION AND REVIEW .................................................................................................... 74


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12.7 TERMS OF PAYMENT FOR COST OF AUDIT .................................................................... 74

12.8 RECORDS AND INFORMATION ...................................................................................... 74

13 SCHEDULE IV – INDICATIVE GOVERNANCE SCHEDULE ................................................. 75

13.1 PURPOSE ........................................................................................................................ 75

13.2 INDICATIVE GOVERNANCE STRUCTURE ........................................................................ 75

13.3 GOVERNANCE PROCEDURES ......................................................................................... 75

14 SCHEDULE V – INVOICING AND SETTLEMENT SCHEDULE ............................................. 77

15 SCHEDULE VI – TERMS OF PAYMENT SCHEDULE ......................................................... 79

16 SCHEDULE VII – O&M SCHEDULE ............................................................................... 80

17 SCHEDULE VIII - ROLES AND RESPONSIBILITIES ........................................................... 81

17.1 ROLES AND RESPONSIBILITIES OF ITE&C DEPARTMENT .............................................. 81

17.2 ROLES AND RESPONSIBILITIES OF APTS ......................................................................... 83

17.3 ROLES AND RESPONSIBILITIES OF SYSTEM INTEGRATOR .............................................. 83

17.4 ROLES AND RESPONSIBILITIES OF OTHER DEPARTMENTS ............................................ 84

17.5 ROLES AND RESPONSIBILITIES OF STATE DATA CENTER ............................................... 85

SCHEDULE IX - SERVICE LEVEL AGREEMENTS (SLA) ................................................................ 86

17.6 SLA DEFINITION & MEASUREMENT ............................................................................... 86

17.7 SLA METRICS .................................................................................................................. 86

17.8 SLA MONITORING .......................................................................................................... 86

18 SCHEDULE X - MANDATORY COMPLIANCES ............................................................... 88

18.1 Form U1: Non-Disclosure Agreement (NDA) .............................................................. 88

18.2 Form U2: Undertaking on IPR and Patent Rights ......................................................... 92

18.3 Form U3: Non- Malicious Code Certificate .................................................................. 93

18.4 Form U4: Undertaking on Provision for Software Support .......................................... 94

18.6 Form U5: Undertaking on Service Level Compliance .................................................. 95

18.7 Form U6: Undertaking on Deliverables ........................................................................ 96

18.8 Form U7: Undertaking on Training the Users ............................................................... 97

18.9 Form U9: Undertaking on Support to Certification ....................................................... 98

18.10 Form U9: Undertaking on Exit Management and Transition ........................................ 99

18.11 Form U10: Undertaking on Continuous Improvement ................................................ 100

18.12 Form U11: Undertaking on Personnel ......................................................................... 101

19 ANNEXURE II: SERVICE LEVEL AGREEMENTS ............................................................. 102


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19.1 SERVICE LEVEL AGREEMENTS ...................................................................................... 102

19.2 O&M PHASE SLAs ........................................................................................................ 105

20 PERFORMANCE BANK GUARANTEE FORMAT ........................................................... 106

End of the Document ......................................................................................................... 107


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DRAFT MASTER SERVICES AGREEMENT

The MD, APTS intends to sign Agreements with the successful bidder for O&M of

APeProcurement Platform (Application) of ITE&C Department, GoAP – a Master Services

Agreement (MSA) and a Service Level Agreement (SLA). Given below is a draft of the

MSA. Schedule VIII of the MSA provides a draft SLA.

Master Services Agreement (MSA)

THIS AGREEMENT is made this day of ______ two Thousand and ______, by and

between:

(i) The MD, APTS _________________India; (hereinafter called “the Contracting

Authority”) AND

(ii) ___<name of the company>___, a company registered under the Indian Companies

Act, 1956 and its subsequent amendments having its registered office at

___<address>____ and place of business at __<address>__ (hereinafter referred to as

"System Integrator", which expression, unless excluded or the context otherwise

required hereof includes its successors, administrators and assigns) represented

through its __ <designation of authorized person>___, who is duly authorized by the

System Integrator

WHEREAS

A. The Contracting Authority intends for selection of System Integrator for

Operation & Maintenance of APeProcurement Platform (Application) along with

change management of ITE&C Department, GoAP to the departments for

procurement of goods/ works/ items in transparent manner.

B. Managing Director, APTS on behalf of ITE&C Department under took selection

process of a suitable SI, adopting an open tender process, through competitive

bidding for implementing the O&M of APeProcurement Platform (Application)

issued a Request for Proposal (RFP);

C. The System Integrator has been selected as the successful bidder to undertake

the O&M and change management of APeProcurement Platform (Application) of

ITE&C Department, GoAP, to achieve the defined objectives and desired service

levels for APeProcurement Platform;

D. The Contracting Authority intends to appoint the System Integrator to undertake

and start the O&M and change management as described in Volume I & Volume


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II, pre-bid clarifications if any on the terms and conditions set forth below.

E. The System Integrator in pursuance of its proposal undertakes to implement the

O&M and change management under APeProcurement Application platform.

NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS

AND CONDITIONS HEREIN CONTAINED, IT IS HEREBY AGREED BETWEEN THE PARTIES AS

FOLLOWS:

The Contracting Authority and the System Integrator (SI) (each individually a “Party”

hereto and collectively the “Parties”) have agreed to enter into this Agreement to

govern the way in which the System Integrator will design, develop, implement &

manage the solution and facilities and deliver the services specified under this

Agreement and the Service Level Agreement (“SLA") in accordance with roles and

responsibilities of the Contracting Authority and its nominated agencies and the System

Integrator as set forth in this agreement.


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1 ARTICLE I - DEFINITIONS & STRUCTURE

1.1 DEFINITIONS

a. In this Agreement, unless the context requires otherwise:

i. “Agreement" means this Agreement together with all the Schedules and the

contents and specifications of the RFP. In the event of a conflict between this

Agreement and the Schedules, the terms of the Agreement shall prevail;

ii. “Asset” means any data, information, deliverable, solutions, services, products

and materials tangible or intangible that are procured, produced, developed,

installed, maintained and serviced in due course of delivering the scope of

Service provided by the System Integrator/ System Integrator as per the

requirements of the RFP

iii. “Bespoke Software” means the software designed, developed, tested and

deployed by the System Integrator for the purposes of rendering the Services

to the Stakeholders of the Project and includes the source code along with

associated documentation, which is the work product of the development

efforts involved in the Project and the improvements and enhancements

effected during the term of the Project, but does not include the third party

software products (except for the customization components on such

products), proprietary software components and tools deployed by the System

Integrator, and which, i.e., the bespoke software, shall be solely owned by the

Contracting Authority;

iv. “MD, APTS” means Managing Director, AP Technology Services Ltd, on behalf of

ITE&C Department, Government of Andhra Pradesh or an Officer of appropriate

rank as per the Government rules & regulations of the GoAP, appointed by the

Government of Andhra Pradesh mentioned in the RFP.

v. “Consortium Member” means a member associated with the prime bidder to

execute scope of work of APeProcurement Application as per the roles and

responsibilities defined in the Memorandum of Association submitted along

with Proposal.

vi. “Confidential Information" means all information including Project Data

(whether in written, oral, electronic or other format) which relates to the

technical, financial and business affairs, citizens, customers, suppliers,

products, developments, operations, processes, data, trade secrets, design


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rights, know-how and personnel of each Party and its affiliates which is

disclosed to or otherwise learned by the other Party (whether a Party to this

Agreement or to the SLA) 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 or to the SLA);

vii. “COTS/ Commercial off the Shelf Product” means hardware or software that is

ready made available to the general public and tailored to meet the specific

requirements of a particular functionality/ applications and can be used with

little or no modifications.

viii. “Down Time” Defined as the time during which the systems and/or services

running on it are not available and or are deemed to be not available to the

users in part or full due to any non-functioning repairs/problems.

ix. "Deliverables" means the products, infrastructure and services agreed to be

delivered by the System Integrator in pursuance of the agreement as listed in

the RFP and defined more elaborately in Volumes I and II of the RFP in relation

to the Implementation Phase and the Operations and Maintenance Phase and

includes all documents related to the solution, user manual, technical manual,

design, process and operating manuals, service mechanisms, policies and

guidelines and source code and all its modifications;

x. “Effective Date” means the date on which this Contract is signed by both

parties.

xi. “Existing System Integrators” means the existing System Integrators and their

consortium members working on legacy applications in the concerned

departments associated with the Platform/module mentioned in the RFP.

xii. “Intellectual Property Rights" means and includes all rights in the Bespoke

Software, its improvements, upgrades, enhancements, modified versions that

may be made from time to time, database generated, compilations made,

source code and object code of the software, the said rights including designs,

copyrights, trademarks, patents, trade secrets, moral and other rights therein;

xiii. “Managing Director” means Managing Director, APTS Government of Andhra

Pradesh or an Officer of appropriate rank as per the Government rules &

regulations of the GoAP, appointed by the Government of Andhra Pradesh, to

be responsible for discharging all the responsibilities mentioned in the RFP

under O&M of APeProcurement Application Project.


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xiv. “Material Breach” means breach that has an effect on (a) the ability of SI to

perform/discharge any of its duties/obligations under and in accordance with

the provisions of the Agreement; and/or (b) the legal validity, binding nature or

enforceability of the Agreement;

xv. “Operations and Maintenance (O&M)” means and includes without limitation

the services including routine, periodic and milestone maintenance and

servicing to ensure the ITE&C Department of continuous and efficient

operation of the hardware, software and related services required for the

Project.

xvi. “Pilot” means set of activities as mentioned in the RFP to be performed by the

System Integrator at select locations on select data as mentioned in the RFP to

ascertain the functionality of the Platform before it is implemented and rolled

out across all project locations.

xvii. “Project” means the activities associated with Design, Development and/or

customization, Testing, Pilot, Implementation/Rollout, Supply & Installation of

Hardware and Network Components, Operations, and Maintenance of the

whole system and Training, across all the locations of Andhra Pradesh as per the

terms and conditions laid down in the RFP and provision of modules of the

Platform mentioned in the RFP under conformance to the SLA;

xviii. “Project Data" means all proprietary data of the Project generated out of

Project operations and transactions, documents and related information

including but not restricted to user data which the System Integrator obtains,

possesses or processes in the context of providing the Services to the users

pursuant to this Agreement and the SLA;

xix. “Performance Guarantee” and “Performance Bank Guarantee” shall mean the

guarantee provided by a Nationalized/ Scheduled Bank to APTS/ITE&C

Department on behalf of the System Integrator for the amount as specified in

the RFP Datasheet in Volume I of the RFP

xx. “Project Implementation” means Project Implementation as per the testing

standards and acceptance criteria prescribed in the respective section of the

RFP;

xxi. “Project Implementation Completion date”/ ”Go-Live” means the date on

which the proposed Platform/ module under APeProcurement Application is

operational as per the functional, technical and operational requirements


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specified in the Volume I of the RFP and all the acceptance tests & certifications

as defined in the respective sections of the Volume I of the RFP are successfully

concluded to the satisfaction of the PM.

xxii. "Proprietary Information" means processes, methodologies and technical and

business information, including drawings, designs, formulae, flow charts, data

and computer programs already owned by, or granted by third parties to a

Party hereto prior to its being made available under this Agreement, or the SLA;

xxiii. “Project location” means Place of work wherein the system integrator is

supposed to provide the services defined in the scope of work to the

contracting authority, which shall be located at Vijayawada/ Amaravati.

xxiv. “Payment Authority” means the APTS/ ITE&C Department.

xxv. “Prime Bidder” means Agency/Company part of the consortium and severely

responsible for executing the work as mentioned in the RFP and acts as Single

Point of Contact (SPOC) for the Project.

xxvi. “Program Management Unit (PMU)” means a body created by ITE&C

department exclusively to oversee the progress of the APeProcurement

Project. The PMU will comprise of representatives from the, members of ITE&C

department, APTS, and external consultants selected for this purpose and

appointed by the MD, APTS/ ITE&C Department. The Secretary, ITE&C

Department will be the Chairman of the PMU and the PMU will report to the

Steering Committee. PMU will be formed by the date of signing of the contract.

xxvii. “RFP” or “Request for Proposal” means the documents containing the

Technical, Functional, Operational, Commercial, Legal Specifications and other

data for the implementation of the Project, issued in 2 volumes (referred to as

Volume I and Volume II) and includes the clarifications, explanations and

amendments issued by APTS/ ITE&C Department from time to time.

xxviii. "Replacement System Integrator" means any third party that the

Contracting Authority may appoint to replace the System Integrator upon

expiry of the Term or otherwise termination of this Agreement or the SLA to

undertake the Services or part thereof;

xxix. "Service Level" means the level of service and other performance criteria

which will apply to the Services as set out in the SLA;

xxx. “Service Level Agreement (SLA)” means the Project Implementation and


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Operation and Maintenance SLA, executed by and between System Integrator

and Contracting Authority in terms of the Service Level Requirements as per

the model set out in Schedule VIII of this Agreement;

xxxi. "Services" means the services delivered to the Stakeholders of the PROJECT,

namely, the departments seeking APeProcurement Platform and other

stakeholders as defined in the respective sections of Volume I and II of the RFP,

using the tangible and intangible assets created, procured, installed, managed

and operated by the System Integrator including the tools of information and

communications technology and includes but is not limited to the list of

services specified in Volume I & II of the RFP herein;

xxxii. “System Integrator (SP)” means the selected bidder along with any or all

consortium members who are signatory to the MSA and have direct or indirect

relation to provide the services mentioned in Volume I, II of this RFP.

xxxiii. System Integrator (SI) is synonymous with System Integrator

xxxiv. “Stakeholders” means departments, APTS/ITE&C Department, all the state

government departments of AP directly or indirectly related to the

APeProcurement project, offices who are directly or indirectly related to the

project, all third parties involved by the Government of AP in relation to

APeProcurement project implementation and their employees;

xxxv. “State Data Centre (SDC)” means the State Data Centre located at Hyderabad/

Amaravati in the new capital of Andhra Pradesh.

xxxvi. “Steering Committee” means a body appointed by the Government of Andhra

Pradesh to oversee the progress of the APeProcurement Application Platform.

xxxvii. "Third Party Systems" means Systems (or any part thereof) in which the

Intellectual Property Rights are owned by a third party and to which System

Integrator has been granted a license to use and which are used in the

provision of Services for this project;

xxxviii. “Up Time” Defined as the time during which the systems and/or services

running on it are available and/or are deemed to be available to the users in

full without any non-functioning repairs/ problems.

xxxix. “Contract Documents” The following documents shall constitute the

Contract between APTS/ITE&C and the System Integrator, and each shall be

read and construed as an integral part of the contract. This contract


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agreement and the appendices attached to the contract agreement

constitute the contract documents :

a) PBG No.__________________, Dated ________________ for

Rs._________, issued by ____________, Valid up to

____________________.

b) Notification of Award Dated ______________ for Rs.______________

(Rupees __________________________ only) all inclusive of taxes. The

breakup of the cost is enclosed Annex to this contract.

c) This Master Service Agreement (MSA)

d) Price Schedules dated ______________

e) Pre-Bid Conference Minutes and amendments dated

__________________.

f) Bid document with modifications if any.

g) Any other documents (RFP Ref.No._______________, Dated __________

contains 2 (two) Volumes & Technical Bid submitted by Service Provider)

xl. “Order of Precedence”: In the event of any ambiguity or conflict between the

Contract Documents listed above, the order of precedence shall be the order

in which the Contract Documents are listed in (Contract Documents) above

(xxxix).

b. References to any statute or statutory provision include a reference to that statute

or statutory provision as from time to time amended, extended, re-enacted or

consolidated and to all statutory instruments made pursuant to it.

c. Words denoting the singular shall include the plural and vice versa and words

denoting persons shall include firms and corporations and vice versa.

d. Unless otherwise expressly stated, the words "herein", "hereof", "hereunder" and

similar words refer to this Agreement as a whole and not to any particular Article,

Schedule. The term Articles, refers to Articles of this Agreement. The words

"include" and "including" shall not be construed as terms of limitation. The words

"day" and "month" mean "calendar day" and "calendar month" unless otherwise

stated. Where, because of a difference in time zone, the calendar day or calendar

month in one Country differs from another Country, then the calendar day or

calendar month shall be deemed to be the calendar day or calendar month

applicable to India. The words "writing" and "written" mean "in documented form",

whether electronic or hard copy, unless otherwise stated. Any reference to

attorneys' fees shall include reasonable fees of the professional assistants of such

attorneys.

e. The headings and use of bold type in this Agreement are for convenience only and

shall not affect the interpretation of any provision of this Agreement.


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1.2 STRUCTURE

a. This Agreement shall operate as a legally binding services agreement specifying the

master terms which apply to the Parties under this Agreement and to the provision

of the Services by the System Integrator to the stakeholders of the Project under the

duly executed SLA.

b. The SLA in respect of the Operation and Maintenance is being entered into

concurrently with this Agreement between the System Integrator and Contracting

Authority. In respect of any future SLAs entered into between the Parties, each of

the Parties shall observe and perform the obligations set out herein.

c. In the event of a change of Control of the System Integrator during the currency of

this Agreement, System Integrator shall promptly notify the Contracting Authority of

the same and in the event that the net worth of the surviving entity is less than that

of System Integrator prior to the change of Control, the Contracting Authority may

within 30 days of his/ her becoming aware of the change in Control, require a

replacement of existing Performance Guarantee furnished by the System Integrator

from a guarantor acceptable to the Contracting Authority (which shall not be System

Integrator or any of its associated entities). If such a guarantee cannot be obtained

within 30 days of the Contracting Authority becoming aware of the change in

Control, he/ she may exercise its right to terminate the SLA within a further 30 days

by written notice, to become effective when specified in such notice. Pursuant to

termination, the consequences of termination as set out in Article 5.2 will become

effective. The internal reorganization of the System Integrator shall not be deemed

an event of a change of Control for purposes of this Article unless the surviving

entity is of less net worth than the predecessor entity.

1.3 CONDITIONS PRECEDENT

Subject to express terms to the contrary, the rights and obligations under this

Agreement shall be effective (at any point of time during the course of the

Agreement) only upon fulfilment of all the Conditions Precedent set out in Articles

1.3.1 and 1.3.2. However, the Contracting Authority may at any time at its sole

discretion waive fully or partially any of the Conditions Precedent for the System

Integrator.

1.3.1 CONDITIONS PRECEDENT FOR SYSTEM INTEGRATOR

The System Integrator shall have to fulfil Conditions Precedent, which are as follows:

Submit the Performance Bank Guarantee as specified in the respective sections

of the Volume I & II of the RFP or the Security Deposit, in the form of a Bank


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Guarantee as specified to the APTS, within period as specified in the datasheet

from the date of issue of LOA.

a. Provide the APTS, certified true copies of its constitutional documents and board

resolutions authorizing the execution, delivery and performance of this

Agreement and the SLA;

b. Deploy the team as required and ensure the project take over within fifteen (15

days) calendar days of the issue of LOA by Managing Director, APTS.

c. Fulfil the Mandatory Compliances as listed in Schedule X of this Agreement

1.3.2 NON-FULFILMENT OF CONDITIONS PRECEDENT

a. In the event that any of the Conditions Precedent relating to System Integrator

has not been fulfilled within 30 days of the time limit prescribed for each

condition, and the same has not been waived by the APTS/ ITE&C Department

fully or partially, this Agreement shall cease to have any effect as of that date.

b. In the event that the Agreement fails to come into effect on account of non-

fulfilment of the System Integrator's Conditions Precedent, Contracting Authority

or its nominated agencies shall not be liable in any manner whatsoever to the

System Integrator and Contracting Authority shall forthwith invoke the

Performance Guarantee and forfeit the guaranteed amount.

c. In the event that vacant possession of any of the PROJECT facilities and/or

PROJECT Data has been delivered to the System Integrator prior to the fulfilment

in full of the Conditions Precedent, upon the termination of this Agreement such

Project facilities and Project data shall immediately revert to the Contracting

Authority or its nominated agencies, free and clear from any encumbrances or

claims.

d. Instead of terminating this Agreement as provided in paragraph 1.3.2(a) above,

the Contracting Authority or its nominated agencies, may extend the time for

fulfilling the Conditions Precedent and the Term of this Agreement. It is clarified

that any extension of time shall be subject to imposition of agreed liquidated

damages on the System Integrator linked to the delay in fulfilling the Conditions

Precedent.

1.4 SCOPE OF CONTRACT

The scope of work for the SI will be as per the scope defined in the RFP


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For the avoidance of doubt, it is expressly clarified that this Agreement shall govern the

provision of the contracted professional services under the SLA to the Contracting

Authority or its nominated agencies. It is anticipated that new or renewal agreements

may be undertaken by creating a separate SLA, with schedules and annexures as

required, under this Agreement for each additional engagement.

1.4.1 INTERPRETATION OF THE SCOPE OF WORK

a) Contracting Authority or its nominated agencies retains the right of the final say

in the interpretation of the scope of the Project. The possible variations to the

processes within the boundaries of the functional requirements specified in the

RFP from the way they are specified in the scope of work should not be

considered as deviations or extensions to the original process specifications.

b) Sign-off on the deliverables by the Contracting Authority does not necessarily

indicate the complete approval of the deliverables. All the responsibilities with

respect to operations and maintenance of the applications, infrastructure or

requirements in the RFP or Department processes will be borne by the System

Integrator. Any gap that is found in a deliverable with respect to the above, even

after the sign-off, will have to be addressed by the System Integrator without

any additional cost to the Contracting Authority.

c) The performance of the ultimate system can be achieved by different

combinations of the Equipment and Network components. The final acceptance

of the integrated solution and infrastructure components should be as per the

performance requirements and will be the determining factor but not the

specifications of the infrastructure alone.

1.5 PERIOD/ TERM OF CONTRACT

The period/ term of this contract shall begin from the ‘Effective Date’. The System for

Operations & Maintenance is 3 (three) years) from the date of go-live. Time shall be the

essence of this Contract as well as of the SLA. The contract shall be valid for 3 years from

the effective date or data of takeover, whichever is earlier.

1.6 EXTENSION OF THIS AGREEMENT

The Contracting Authority may choose to extend the term on mutually agreed terms

and conditions for a period of not exceeding 1 (one) year up to a maximum of 3 (three)

times or at a single period of 3 (three) years to avail the services of SI for specific work

or continuation of the work carried out during the Operations & Maintenance Period of

Contract without the need to go for a separate bid process. The decision on the


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extension will be taken exclusively by the Contracting Authority keeping in consideration

a) Satisfactory Performance of the Operator b) Time Constraints or other Serious

Impediments in Selection of Replacement Operator c) Technological Reasons d) Where

circumstances inescapably require taking recourse to this option.

All the general terms and conditions other than the scope of work of this Contract will

be in force during the extended period of the Contract. The new scope of work for the

extension period will be defined through the change control procedure mentioned in

Agreement.

1.7 ADDITIONAL WORK

The Contracting Authority has the option to avail the services of System Integrator for

carrying out any additional work within scope of work, as a part of the Project, provided

the prices for the same has been obtained already in the bidding process leading to this

Contract without the need to go for a separate procurement process. All such additional

work will be initiated using the change control procedures listed in the Agreements

1.8 COMMENCEMENT AND DURATION OF THE SLA

a. The Operation and Maintenance (O&M) SLA will commence from the date when the

Project has taken over to the satisfaction of the Contracting authority or its

nominated agencies and certified in accordance with the terms of this Agreement

and shall run for a period coterminous with the MSA.

b. The SLA shall commence on the date on which it is fully executed as specified above

in section 1.8 (a) or as decided by the Contracting Authority and the System

Integrator as the case may be depending on the project requirements and shall,

unless terminated earlier in accordance with its terms or unless otherwise agreed by

the Parties, expire on the date on which this Agreement expires or terminates for

any reason. However such automatic cessation of the SLA do not qualify in case the

various handover of the assets created under this contract is not completed,

settlement of the disputes on SLA, support from the SI to host the applications in the

Government decided location and making the services operational as required to the

fullest satisfaction of the Contracting Authority. In all these cases, SLA would be

continued for the extended period and would also be associated with an extension

of MSA as required by the Contracting Authority.


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2 ARTICLE II – INITIALIZATION

2.1 PROVISION OF THE SERVICES

a. The provision of Services to the Stakeholders with certainty and speed is the essence

of the Agreement between the Parties.

b. The System Integrator represents that it is a competent and efficient provider of a

variety of information technology and business process management services.

System Integrator will keep abreast of the relevant technical, managerial and

operational requirements applicable to the provision of the Services and best

practices in this area and will share their knowledge with the Contracting Authority

or its nominated agencies, regarding matters which would assist the Contracting

Authority or its nominated agencies, in its use of the Services, provided that System

Integrator shall not be obligated to share other Contracting Authority information or

Confidential Information of System Integrator not relevant to this Agreement.

c. The Services shall be performed by the System Integrator pursuant to terms under

the SLA to be entered into in accordance with this Agreement.

d. The System Integrator shall perform the Services (a) in a good professional manner

commensurate with professional industry and technical standards which are

generally in effect for international projects and innovations pursuant thereon

similar to those contemplated by this Agreement, (b) so as to comply with the

applicable Service Levels, in accordance with the terms set out in this Agreement

and the SLA.

e. No Party to this Agreement or to the SLA will at any time perform, or omit to

perform, any act which they are aware, at the time of performance, will place the

other Party in default under any insurance policy, mortgage or lease, governing

activities at any location provided by Contracting Authority or its nominated

agencies.

2.2 APPROVALS AND REQUIRED CONSENTS

a. The Parties will cooperate reasonably to obtain, maintain and observe all relevant

and customary regulatory and governmental licenses, clearances and applicable

approvals (hereinafter the “Approvals”) necessary for the System Integrator to

provide the Services. The costs of such Approvals shall be borne by the System

Integrator.

b. Both parties will give each other all co-operation and information reasonably

required to meet their respective obligations under this Agreement.


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c. Contracting Authority or its nominated agencies shall use reasonable endeavours to

assist System Integrator obtain the approvals. In the event that any Approval is not

obtained, the System Integrator, Contracting Authority or its nominated agencies

will co-operate with each other in achieving a reasonable alternative arrangement as

soon as reasonably practicable for the Contracting Authority or its nominated

agencies to continue to process its work with as minimal interruption to its business

operations as is commercially reasonable until such Approval is obtained, provided

that the System Integrator shall not be relieved of its obligations to provide the

Services and to achieve the Service Levels until the Approvals are obtained if and to

the extent that the System Integrator's obligations are dependent upon such

Approvals.

2.3 USE AND ACQUISITION OF ASSETS

During the Term of the MSA, the System Integrator shall:

a. Take all reasonable and proper care of the entire hardware and software, network

or any other information technology infrastructure components used for the Project

and other facilities leased/ owned by the System Integrator exclusively in terms of

the delivery of the Services as per this Agreement (hereinafter the “Assets”) in

proportion to their use and control of such Assets which will include all upgrades/

enhancements and improvements to meet the current needs of the Project; and

b. Keep all the tangible Assets in as good and serviceable condition and/or the

intangible Assets suitably upgraded subject to the relevant standards as stated in the

RFP as at the date the System Integrator takes control of and/or first uses the Assets

and during the entire Term of the Agreement; and

c. Ensure that any instructions or manuals supplied by the manufacturer of the Assets

for use of the Assets and provided to the System Integrator will be followed by the

System Integrator and any person who will be responsible for the use of the Assets;

and

d. Take such steps as may be properly recommended by the manufacturer of the

Assets and notified to the System Integrator or as may, in the reasonable opinion of

the System Integrator, be necessary to use the Assets in a safe manner; and

e. To the extent that the Assets are under the control of the System Integrator, keep

the Assets suitably housed and in conformity with any statutory requirements from

time to time applicable to them; and

f. Provide permission to Contracting Authority or its nominated agencies and any


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persons duly authorized by him/her to enter any land or premises on which the

Assets are for the time being sited so as to inspect the same, subject to any

reasonable third party requirements; and

g. Not knowingly or negligently use or permit any of the Assets to be used in

contravention of any statutory provisions or regulation or contrary to law; and

h. Use the Assets exclusively for the purpose of providing the Services as appropriate;

and

i. Not sell, offer for sale, assign, mortgage, pledge, sub-let or lend out any of the

Assets; and

j. Use the Assets only in accordance with the terms hereof and those contained in the

SLA; and

k. Obtain and/or maintain standard forms of comprehensive insurance policy including

liability insurance, system and facility insurance and any other insurance for the

personnel, Assets, data, software, and

l. Transfer the ownership of all the Assets (not already with the Contracting Authority

or its nominated agencies, including but not limited to the project documentation

which is the work product of the development efforts involved in the Project) within

30 days of the acceptance of the same by the Contracting Authority or its nominated

agencies upon testing and/or audit, to the Contracting Authority or its nominated

agencies in accordance with the terms of this agreement; and

m. Ensure the integration of the software with hardware to be installed and the current

Assets in order to ensure the smooth operations of the entire solution architecture

to provide efficient services to all the Stakeholders of Project in an efficient and

speedy manner; and

n. An approval (i.e. sign off) from the Project Manager (PM) at each stage is essential to

close each of the above considerations.

2.4 ACCESS TO SYSTEM INTEGRATOR

a. For so long as the System Integrator provides Services from any Project location

and to the extent necessary for the System Integrator or its nominated agencies

to provide the Services and at no cost to the System Integrator, Contracting

Authority or its nominated agencies shall, have the rights to access and inspect

subject to compliance by the System Integrator with any safety and security


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guidelines which may be notified by the Contracting Authority or its nominated

agencies in writing, the System Integrator shall provide the APTS/ ITE&C

Department with:

(i) Reasonable access, in the same manner granted to the Project employees, to

project locations twenty-four hours a day, seven days a week; and

(ii) Access to office equipment as mutually agreed and other related support

services in such location and at such other project location, if any, as may be

reasonably necessary for the Contracting Authority or its nominated agencies

to perform its audit and related functions hereunder and under the SLA.

b. Locations and items shall be made available to the System Integrator on an "as

is, where is" basis by the Contracting Authority. The System Integrator agrees to

ensure that its employees, agents and contractors do not use the location,

services and items:

(i) For the transmission of any material which is defamatory, offensive or

abusive or of an obscene or menacing character; or

(ii) In a manner which constitutes a violation or infringement of the rights of any

person, firm or company (including but not limited to rights of copyright or

confidentiality).

(iii) Infringes with any provisions of the Indian Information Technology Act 2000

and its subsequent amendments


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3 ARTICLE III - MANAGEMENT

3.1 GOVERNANCE

The review and management process of this Agreement shall be carried out in

accordance with the Governance Schedule (Schedule IV of this Agreement) and shall

cover all the management aspects as set out in the RFP.

3.2 USE OF SERVICES

a. Contracting Authority or its nominated agencies other stakeholders will undertake

and use the Services in accordance with the business requirements of this RFP and

shall be guided generally by the government procedures wherever applicable.

System Integrator shall formulate instructions or procedures as required by the

business for such usage and mutually agreed by the Parties from time to time.

b. Contracting Authority or its nominated agencies shall be responsible for the

operation and use of the Deliverables resulting from the Services provided by the SI.

3.3 CHANGES/ AMENDMENTS

Unless expressly dealt with elsewhere in this Agreement, any amendments under or to

this Agreement or under or to the SLA shall be dealt with in accordance with the Change

Control Schedule (Schedule I of this Agreement).

3.4 SECURITY AND SAFETY

a. The System Integrator will comply with the directions issued from time to time by

the Contracting Authority or its nominated agencies and the standards related to the

security and safety as stated in the respective sections of the RFP, in so far as it

applies to the provision of the Services.

b. Each Party to the SLA shall also comply with Project’s information technology

security standards and policies in force from time to time at each location of which

the Contracting Authority makes the System Integrator aware in writing in so far as

the same apply to the provision of the Services.

c. The Parties to the SLA shall use reasonable endeavours to report forthwith in writing

to each other all identified attempts (whether successful or not) by unauthorized

persons (including unauthorized persons who are employees of any Party) either to

gain access to or interfere with the Project's data, facilities or Confidential

Information.


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d. The System Integrator shall upon reasonable request by the Contracting Authority or

its nominee(s) participate in regular meetings when safety and information

technology security matters are reviewed.

e. The Parties under the SLA shall promptly report in writing to each other any act or

omission which they are aware that could have an adverse effect on the proper

conduct of safety and information technology security at Project’s Facilities.

f. The System Integrator shall facilitate the Third Party Auditing of the services

provided by the System Integrator from time to time by an agency nominated by

(a) Contracting Authority or its nominated agencies for Go-live and submission to the

department to ensure the security and safety

(b) Agency nominated by the Contracting Authority or its nominated agencies/ APTS

on behalf of ITE&C after Go-live anytime during the Contracting period.

3.5 CO-OPERATION

a. Except as otherwise provided elsewhere in this Agreement or the SLA, each Party

("Providing Party") to this Agreement or to the SLA undertakes promptly to provide

the other Party ("Receiving Party") with all such information and co-operation which

the Receiving Party reasonably requests, provided that such information and co-

operation:

(i) Is reasonably required by the Receiving Party in order for it to comply with its

obligations under this Agreement or the SLA; and

(ii) Is not Confidential Information; and

(iii) Is capable of being provided by the Providing Party.

b. Each Party agrees to co-operate with the contractors and sub-contractors of the

other Party as reasonably requested in order to accomplish the purposes of this

Agreement.


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4 ARTICLE IV - FINANCIAL TERMS

4.1 TERMS OF PAYMENT, PENALTIES AND INCENTIVES

Terms of payments are: (a) Quarterly payments for deliverables (b) Penalties

4.1.1 MILESTONE PAYMENT

In consideration of the Services and subject to the provisions of this Agreement and of

the SLA, the Contracting Authority shall pay the System Integrator for the application

services in accordance with the Terms of Payment Schedule (Schedule VI of this

Agreement)

4.1.2 QUARTERLY PAYMENT FOR DELIVERABLES

In consideration of the Services and subject to the provisions of this Agreement and of

the SLA, the Contracting Authority shall pay the System Integrator for the Services

rendered in pursuance of this agreement, in accordance with the Terms of Payment

Schedule (Schedule VI of this Agreement). The Contracting Authority shall release the

payment to System Integrator only if the System Integrator is able to achieve the

Service Levels as specified in Service Level Agreement.

4.1.3 PENALTIES

a. All payments are subject to the application of liquidated damages and penalties

defined and provided for in this Agreement and the SLA. It is clarified here that the

Contracting Authority, can also calculate a financial sum based on the certification

and recommendations of the PM and debit or credit the same against the terms of

payment as defined in the Terms of Payment Schedule as a result of the failure or

success of the System Integrator to meet the Service Level under the SLA, such sum

being determined in accordance with the terms set out in this Agreement and the

SLA.

b. Except as otherwise provided for herein or as agreed between the Parties in writing,

the Contracting Authority shall not be required to make any payments in respect of

the Services other than those covered by the terms of payment as stated in the

Terms of Payment Schedule (Schedule VI of this Agreement).

4.2 INVOICING AND SETTLEMENT

The provisions of the Invoicing & Settlement Schedule (Schedule V of this

Agreement) shall apply.


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4.3 TAX CONSIDERATION

a. The Contracting Authority shall be responsible for withholding taxes from the

amounts due and payable to the System Integrator wherever applicable. The System

Integrator shall pay for all other taxes in connection with this Agreement, and SLA

including, but not limited to, property, sales, use, excise duty, value-added, goods

and services, consumption and other similar taxes or duties.

b. The Contracting Authority shall provide System Integrator with the original tax

receipt of any withholding taxes paid for the project on payments under this

Agreement. The System Integrator agrees to reimburse and hold the Contracting

Authority harmless from any deficiency (including penalties and interest) relating to

taxes that are its responsibility under this paragraph. For the purposes of this

Agreement, taxes shall include, taxes incurred on transactions between and among

the Contracting Authority the System Integrator and any third party subcontractors.

c. In the event of any increase or decrease of the rate of taxes due to any statutory

notification(s) or new enactments during the Term of the Agreement the

consequential effect shall be to the account of the Contracting Authority. Taxes

should be invoiced at actual at the prevailing rates at the time of submission of

invoice.

d. In the event that any new laws or regulations imposing Taxes in respect of Supplier

supplies/ services under this Agreement are enacted after the Effective Date, the

party directly subject to such Taxes under such laws or regulations shall be

responsible for such Taxes. Where such Taxes are the responsibility of supplier and

supplier is entitled to charge them to contracting authority. Contracting Authority

shall pay/Adjust as the case may be. These Taxes in addition/deduction of taxes to the

consideration payable under this Agreement.

e. 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-state materials, equipment or services

and (iii) any exemption certificates or information reasonably requested by the

other Party.

4.4 LIQUIDATED DAMAGES

In the event of the System Integrator failure to submit the Bond, Guarantees and

Documents and supply the solution/ equipment as per the RFP, the contracting

Authority may at its discretion withhold any payment until the completion of the

contract. Contracting Authority shall deduct from the payment due to the Bidder as

agreed, liquidated damages are applicable as per SLA.


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5 ARTICLE V - BREACH, RECTIFICATION & TERMINATION

5.1 MATERIAL BREACH

In the event that either Party is in Material Breach of its obligations under this

Agreement or the SLA, the aggrieved Party may terminate this Agreement or the SLA

upon notice to the other Party. Any notice served pursuant to this Article shall give

reasonable details of the Material Breach, which could include the following events

and the termination will become effective:

(i) IF there is Breach which translates into default in providing Services by the

System Integrator as per this Agreement or the SLA, continuously for more

than one week, then the Contracting Authority will serve a seven (7) days’

notice for curing such Material Breach. In case the Material Breach continues

after the notice period, the Contracting Authority will have the option to

terminate the Agreement.

(ii) If there is a Breach by the Contracting Authority, by not providing support for

integration of system with the systems of the other departments that interface

the APeProcurement Application or other agencies (if any), or not providing the

certification without any valid reason, then the System Integrator may give a 15

days’ notice for curing the Material Breach. In the event the Breach continues,

the System Integrator will have the option to terminate the Agreement subject

to the Clause 5.4 (Termination) and of the provisions of the Exit management

Schedule (Schedule II of this Agreement).

5.2 COMPANY NAME CHANGE

Where a change of control of the System Integrator has occurred whereby the

System Integrator-company has merged, amalgamated or been taken over, due to

which the majority shareholding of the System Integrator has been transferred to

another entity, the Contracting Authority can by a 30 days written notice, terminate

this Agreement and such notice shall become effective at the end of the notice

period.

5.3 TERMINATION FOR BANKRUPTCY

a. The Contracting Authority may serve written notice on System Integrator at any time

to terminate this Agreement with immediate effect in the event of a reasonable

apprehension of bankruptcy of the System Integrator:

i) System Integrator shall in the event of an apprehension of bankruptcy

immediately inform the Contracting Authority well in advance (at least 3


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months) about such a development;

ii) Conversely if the Contracting Authority apprehends a similar event regarding the

System Integrator, he/she can exercise the right of termination in the manner

stated hereinabove.

b. On termination of this Agreement for any reason, the SLA shall automatically

terminate forthwith and the Contracting Authority will decide the appropriate

course of action.

c. The termination provisions set out in Article V of this Agreement shall apply to the

SLA and “this Agreement” shall be deemed to refer to the SLA.

5.4 EFFECTS OF TERMINATION

a. In the event that the Contracting Authority, or the System Integrator, terminates this

Agreement pursuant to Article 5.1 and depending on the event of default,

compensation will be decided in accordance with the Terms of Payment Schedule

(Schedule II and VI of this Agreement).

b. Upon termination of this Agreement, the Parties will comply with the Exit

Management Schedule (Schedule II of this Agreement).

5.5 FRAUD BY SYSTEM INTEGRATOR, CONSORTIUM PARTNER’S AND SUB-

CONTRACTOR’S PERSONNEL

a. Contracting Authority reserves its right to initiate criminal action against the agents/

employees of the System Integrator/ Consortium Partner’s/ Sub Contractor’s for

fraud or misappropriation, besides stringent penalties. The management of the

System Integrator would also be made liable for action in case of fraud, under the

applicable laws and Contracting Authority may call for termination of the contract if

Contracting Authority finds it necessary to do so.

b. The Bidders and their respective officers, employees, agents and advisers shall

observe the highest standard of ethics during the bidding process and subsequent to

the issue of the LOA and during the subsistence of the Services Agreement.

Notwithstanding anything to the contrary contained herein, or in the LOA or the

Services Agreement, APTS may reject a Proposal, withdraw the LOA, or terminate

the Services Agreement, as the case may be, without being liable in any manner

whatsoever to the Bidder or the System Integrator, as the case may be, if APTS

determines that the Bidder or the System Integrator, as the case may be, has

directly or indirectly or through an agent, engaged in corrupt practice, fraudulent


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practice, coercive practice, undesirable practice or restrictive practice in the bidding

process. In such an event, APTS/ ITE&C Department shall be entitled to encash and

appropriate the Bid Security or Performance Security, as the case may be, as

damages, without prejudice to any other right or remedy that may be available to

APTS under the Bidding Documents and/or the Services Agreement, or otherwise.

c. Without prejudice to the rights of APTS/GoAP (as applicable) under this RFP herein

above and the rights and remedies which may have under the LOA or the Services

Agreement, or otherwise, if a Bidder or the System Integrator/APTS/GoAP (as

applicable), as the case may be, is found by APTS to have directly or indirectly or

through an agent, engaged or indulged in any corrupt practice, fraudulent practice,

coercive practice, undesirable practice or restrictive practice during the bidding

process, or after the issue of the LOA or the execution of the Services Agreement,

such Bidder or the System Integrator, as the case may be shall not be eligible to

participate in any tender or RFP issued by APTS during a period of 2 (two) years from

the date such Bidder or the System Integrator, as the case may be, is found by APTS/

ITE&C Department to have directly or indirectly or through an agent, engaged or

indulged in any corrupt practice, fraudulent practice, coercive practice, undesirable

practice or restrictive practices, as the case may be.

d. For the purposes of this RFP, the following terms shall have the meaning hereinafter

respectively assigned to them:

(a) “corrupt practice” means (i) the offering, giving, receiving, or soliciting,

directly or indirectly, of anything of value to influence the actions of any

person connected with the bidding process (for avoidance of doubt,

offering of employment to or employing or engaging in any manner

whatsoever, directly or indirectly, any official of Contracting

Authority/APTS/ITE&C (as applicable) who is or has been associated in

any manner, directly or indirectly, with the bidding process or the LOA or

has dealt with matters concerning the Services Agreement or arising

there from, before or after the execution thereof, at any time prior to the

expiry of 1 (one) year from the date such official resigns or retires from or

otherwise ceases to be in the service of Contracting

Authority/APTS/ITE&C (as applicable), shall be deemed to constitute

influencing the actions of a person connected with the bidding process);

or (ii) save and except as permitted under this RFP, engaging in any

manner whatsoever, whether during the bidding process or after the

issue of the LOA or after the execution of the Services Agreement, as the

case may be, any person in respect of any matter relating to the Project

or the LOA or the Services Agreement, who at any time has been or is a

legal, financial or technical adviser of Contracting Authority/APTS/ITE&C

(as applicable) in relation to any matter concerning the Project;


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(b) “fraudulent practice” means a misrepresentation or omission of facts or

suppression of facts or disclosure of incomplete facts, in order to

influence the bidding process;

(c) “coercive practice” means impairing or harming, or threatening to impair

or harm, directly or indirectly, any person or property to influence any

person’s participation or action in the bidding process;

(d) “undesirable practice” means (i) establishing contact with any person

connected with or employed or engaged by Contracting Authority with

the objective of canvassing, lobbying or in any manner influencing or

attempting to influence the bidding process; or (ii) having a Conflict of

Interest; and

(e) “restrictive practice” means forming a cartel or arriving at any

understanding or arrangement among Bidders with the objective of

restricting or manipulating a full and fair competition in the bidding

process.

5.6 Consequences of failure by the Successful Bidder to provide Services:

a) Risk Purchase Clause as per Govt. contracts

If the System Integrator fails to supply material/ deliver services within the stipulated

delivery date, the Contracting Authority reserves the right to procure same or

equivalent material/ services from alternative sources at the System Integrator's risk,

responsibility and cost. Any extra cost incurred in the procurement of the material/

service from alternative source will be recovered from the pending bills/ Security

Deposit/ Bank Guarantee of the defaulting System Integrator and if the value of the

materials under risk purchase exceeds, the amount of Security Deposit and/or Bank

Guarantee, the same may be recovered if necessary by due legal process.


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6 ARTICLE VI - PROTECTION AND LIMITATIONS

6.1 WARRANTIES

a. The System Integrator warrants and represents to the Contracting Authority that:

(i) It has full capacity and authority and all necessary approvals to enter into and

to perform its obligations under this Agreement;

(ii) This Agreement is executed by a duly authorized representative of System

Integrator;

(iii) It shall discharge its obligations under this Agreement with due skill, care

and diligence so as to comply with other clauses of this MSA

b. In the case of the SLA, the System Integrator warrants and represents to the

Contracting Authority, that:

(i) The System Integrator has full capacity and authority and all necessary

approvals to enter into and perform its obligations under the SLA and to

provide the Services;

(ii) The SLA has been executed by a duly authorized representative of the

System Integrator;

(iii) The System Integrator is experienced in managing and providing works

similar to the Services and that it will perform the Services with all due skill,

care and diligence so as to comply with Article 1.8;

(iv) The Services will be provided and rendered by appropriately qualified,

trained and experienced personnel;

(v) System Integrator has and will have all necessary licenses, approvals,

consents of third parties and all necessary technology, hardware and

software to enable it to provide the Services;

(vi) The Services will be supplied in conformance with all applicable laws,

enactments, orders and regulations;

(vii) System Integrator will use its reasonable endeavours to ensure that the

equipment, software and hardware supplied and/or used in the course of the

provision of the Services, save for the Assets, are operational and functional;


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and

(viii) If System Integrator uses, in the course of the provision of the Services,

components, equipment, software and hardware manufactured by any third

party which are embedded in the Deliverables or are essential for the

successful use of the Deliverables, it will pass through third party

manufacturer's warranties relating to those components, equipment,

software and hardware to Contracting Authority to the extent possible. In

the event that such warranties cannot be enforced by the Contracting

Authority, the System Integrator will enforce such warranties on behalf of

the ITE&C Department and pass on to the Contracting Authority, the benefit

of any other remedy received in relation to such warranties.

(ix) System Integrator warrants that it will perform its responsibilities under the

Agreement in a manner that does not infringe any patent, copyright,

trademark, trade secret, or other proprietary rights of Contracting Authority

(x) System Integrator hereby warrants that neither the System Integrator and its

affiliates, nor its employees have, will have or will acquire any contractual,

financial, business or other interest that would conflict with the System

Integrator’s responsibilities under the Agreement.

c. Notwithstanding what has been stated elsewhere in this Agreement and the

Schedules attached herein, in the event the System Integrator is unable to meet the

obligations pursuant to the implementation of the Pilots, Projects, Operations and

Maintenance Services and any related scope of work as stated in this Agreement and

the Schedules attached herein, the Contracting Authority will have the option to

invoke the Performance Guarantee after serving a written notice fifteen days in

advance on the System Integrator.

d. Disclosure - In the event that any occurrence or circumstance comes to the attention

of either Party that renders any of its aforesaid representations or warranties untrue

or incorrect, such Party shall immediately notify the other Party of the same. Such

notification shall not have the effect of remedying any breach of the representation

or warranty that has been found to be untrue or incorrect nor shall it adversely

affect or waive any obligation of either Party under this Contract.

6.2 THIRD PARTY CLAIMS

a. Subject to Article 6.2b below, System Integrator (the "Indemnifying Party")

undertakes to indemnify the Contracting Authority (the "Indemnified Party") from

and against all losses, claims or damages on account of bodily injury, death or

damage to tangible personal property arising in favour of any person, corporation or


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other entity (including the Indemnified Party) attributable to the Indemnifying

Party's performance or non-performance under this Agreement or the SLA.

b. The indemnities set out in Articles 6.2a shall be subject to the following conditions:

(i) The Indemnified Party, as promptly as practicable, informs the Indemnifying

Party in writing of the claim or proceedings and provides all relevant

evidence, documentary or otherwise;

(ii) The Indemnified Party shall, at the cost of the Indemnifying Party, give the

Indemnifying Party all reasonable assistance in the defence of such claim

including reasonable access to all relevant information, documentation and

personnel provided that the Indemnified Party may, at its sole cost and

expense, reasonably participate, through its attorneys or otherwise, in such

defence;

(iii) If the Indemnifying Party does not assume full control over the defence of a

claim as provided in this Article, the Indemnifying Party may participate in

such defence 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;

(iv) The Indemnified Party shall not prejudice, pay or accept any proceedings or

claim, or compromise any proceedings or claim, without the written consent

of the Indemnifying Party;

(v) All settlements of claims subject to indemnification under this Article will: (a)

be entered into only with the consent of the Indemnified Party, which

consent will not be unreasonably withheld and include an unconditional

release to the Indemnified Party from the claimant for all liability in respect

of such claim; and (b) include any appropriate confidentiality agreement

prohibiting disclosure of the terms of such settlement;

(vi) The Indemnified Party shall account to the Indemnifying Party for all awards,

settlements, damages and costs (if any) finally awarded in favour of the

Indemnified Party which are to be paid to it in connection with any such

claim or proceedings;

(vii) The Indemnified Party shall take legally permissible steps that the

Indemnifying Party may reasonably require to mitigate or reduce its loss as a

result of such a claim or proceedings; and


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(viii) In the event that the Indemnifying Party is obligated to indemnify an

Indemnified Party pursuant to this Article, the Indemnifying Party will, upon

payment of such indemnity in full, be subrogated to all rights and defences of

the Indemnified Party with respect to the claims to which such

indemnification relates;

6.3 LIMITATION OF LIABILITY

a. Notwithstanding any other term, there shall be no limitation of liability in case of

any damages for bodily injury (including death) and damage to real property and

tangible personal property and wilful fraud.

b. In all other cases not covered by 6.3.a above, the total financial liability of the

System Integrator shall be limited to the value of the contract under this contract.

c. Neither this Agreement nor the SLA grants or creates any rights, benefits, claims,

obligations or causes of action in, to or on behalf of any person or entity (including

any third party) other than between the respective Parties to this Agreement or the

SLA, as the case may be.

d. Any claim or series of claims arising out or in connection with this Agreement or the

SLA shall be time barred and invalid if legal proceedings are not commenced by the

relevant Party against the other Party within such period as may be permitted by

applicable law without the possibility of contractual waiver or limitation.

e. The Contracting Authority shall be entitled to claim the remedy of specific

performance under this Agreement or the SLA.

6.4 FORCE MAJEURE

a. Neither Party to this Agreement or to the SLA shall be liable to the other for any loss

or damage which may be suffered by the other due directly to the extent and for the

duration of any cause beyond the reasonable control of the Party unable to perform

("Force Majeure") events such as but not limited to acts of God not confined to the

premises of the Party claiming the Force Majeure, flood, drought, lightning or fire,

earthquakes, strike, lock-outs beyond its control, labour disturbance not caused at

the instance of the Party claiming Force Majeure, acts of government or other

competent authority, war, terrorist activities, military operations, riots, epidemics,

civil commotions etc. No failure, delay or other default of any contractor or sub-

contractor to either Party shall entitle such Party to claim Force Majeure under this

Article.

b. The Party seeking to rely on Force Majeure shall promptly, within 2 days, notify the

other Party of the occurrence of a Force Majeure event as a condition precedent to


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the availability of this defence with particulars detailed in writing to the other Party

and shall demonstrate that it has taken and is taking all reasonable measures to

mitigate the events of Force Majeure.

c. In the event the Force Majeure substantially prevents, hinders or delays the System

Integrator's performance of Services necessary for project’s implementation or the

operation of the projects critical business functions for a period in excess of 5 days,

the Contracting Authority may declare that an emergency exists. However, when the

situation arising out of force majeure comes to an end in the assessment of

Contracting Authority, the following conditions shall apply:

i. Prior to commencement of operations: If the event of Force Majeure had

occurred prior to commencement of operations, upon its coming to an end the

System Integrator shall resume normal activities under this agreement

immediately. The Contracting Authority, if he considers it necessary, may grant an

extension of time to the System Integrator for resuming normal activities under

this agreement. If the System Integrator does not resume normal activities

immediately or within the extended period, if any, granted by the Contracting

Authority, the Contracting Authority will have the option to invoke the

Performance Guarantee, levy liquidated damages as per data sheet of Volume I of

RFP, obtain substitute performance from an alternate supplier at the cost of

System Integrator and/or terminate this Agreement.

ii. Post commencement of operations: If Force Majeure had occurred post

commencement of operations, upon its coming to an end, the System Integrator

shall resume normal services under this agreement immediately. The Contracting

Authority, if he considers it necessary, may grant an extension of time to the

System Integrator for resuming normal services under this agreement. However,

the Contracting Authority will deduct for each day of the extension period a

percentage proportionate to the number of days and the volume(s) (measured in

terms of ratio to the overall volume as recorded in the previous month) expected

in the affected area(s) from the next payable amount as per Payment Schedule. If

normal services are not resumed immediately or within the extended time, the

Contracting Authority will have the option to invoke the Performance Guarantee

and/or terminate the Agreement.

d. All payments pursuant to termination due to Force Majeure event shall be in

accordance with the Terms of Payment Schedule (Schedule VI of this Agreement).

e. Notwithstanding the terms of this Article, the failure on the part of the System

Integrator under the SLA or terms under the SLA to implement any disaster

contingency planning and back-up and other data safeguards in accordance with the

terms of the SLA or this Agreement against natural disaster, fire, sabotage or other


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similar occurrence shall not be an event of Force Majeure.

6.5 DATA PROTECTION

a. In the course of providing the Services the System Integrator may be compiling,

processing and storing proprietary Project Data relating to the users.

b. The System Integrator and each user are responsible for complying with its

respective obligations under the applicable data protection laws and regulations

governing the Project Data.

c. As a processor of Project Data, the System Integrator will process Project Data in

accordance with the terms of this Agreement or the SLA.

d. The System Integrator shall not transfer any Project Data unless otherwise

authorized by the Contracting Authority in this regard.

e. Upon reasonable written request from a Party to the SLA, the other Party to the SLA

will provide the requesting Party with such information that it has regarding the

Project, Data and its processing which is necessary to enable the requesting party to

comply with its obligations under the applicable data protection law or regulation.

f. The System Integrator shall adhere to the relevant standards laid down by

Government of Andhra Pradesh and Government of India in the areas of Data

protection.

g. In the case of the data being transferred and/or stored in a cloud environment,

System Integrator shall take necessary measures and controls to protect the data

and also provide access to Contracting Authority or Its authorized agencies or third

parties to access and audit the controls and procedures followed for the data

protection of the data pertaining to this project only including audit of

infrastructure.

6.6 AUDIT, ACCESS AND REPORTING

a. The Parties shall comply with the Audit, Access and Reporting Schedule provided in

Schedule III.

b. The System Integrator shall, on request, allow access to the Contracting Authority

and its nominees to all information which is in the possession or control of the

System Integrator, which relates to the provision of the Services as set out in the

Audit, Access and Reporting Schedule and is reasonably required to comply with the

terms of the Audit, Access and Reporting Schedule.


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7 ARTICLE VII - INTELLECTUAL PROPERTY

7.1 INTELLECTUAL PROPERTY

a. Except to the extent otherwise expressly provided in this Agreement, the

Contracting Authority or its nominated agencies shall retain exclusive intellectual

property rights to the bespoke developed software, forms, customized source code

of the COTS software, Data Models, and the compilations of the Project to which

the Contracting Authority has sovereign rights and nothing herein shall or will be

construed or deemed to grant to the System Integrator any right, title, license, sub-

license, proprietary right or other claim against or interest in, to or under (whether

by estoppels, by implication or otherwise) to the aforesaid rights.

b. The IPR on the APeProcurement application shall vest with Government of Andhra

Pradesh as soon as the system is certified by a 3rd Party. A copy of the source code

shall be kept in the custody of APTS/ ITE&C/PMU on a quarterly basis, with proper

version control.

c. Without limiting the generality of Article 7.1.a and except to the extent otherwise

expressly agreed by the Parties to this Agreement or the SLA in writing, nothing

contained in this Agreement or the SLA shall or will be construed or deemed to grant

to the System Integrator any right, title, license or other interest in, to or under

(whether by estoppel, by implication or otherwise) any logo, trademark, trade name,

service mark or similar designations of PROJECT or its respective affiliates/ nominees

or any confusingly similar designations of Project.

d. Subject to any sole or exclusive rights granted by the Contracting Authority to a third

party prior to the Effective Date, the Contracting Authority grants to the System

Integrator and any sub-contractors to the System Integrator solely in their

performance of Services for PROJECT or its nominated agencies, non-exclusive, paid-

up, royalty-free right and license during the Term of this Agreement, but not the

right to sub-license, to use the PROJECT Data including the right to copy, perform,

display, execute, reproduce, modify, enhance and improve the Project Data to the

extent reasonably necessary or useful for the provision of Services hereunder.

e. All the licenses required for the APeProcurement Platform solution should be held

by and in the name of the GoAP as full use, enterprise licenses, unrestricted and

irreversible. This includes licenses for the Database, Application Server and any of

their components or any other software required to run the application successfully.

f. System Integrator shall not use the PROJECT Data to provide services for the benefit

of any third party, as a service bureau.


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g. System Integrator shall indemnify, defend and hold harmless Contracting Authority

and their respective officers, employees, successors and assigns, from and against

any and all losses arising from claims by third parties that any Deliverable (or the

access, use or other rights thereto) created by System Integrator pursuant to this

Agreement, and/or the SLA, or any equipment, software, information, methods of

operation or other intellectual property (or the access, use or other rights thereto)

provided by System Integrator or sub-contractors to the System Integrator pursuant

to this Agreement or the SLA (i) infringes a copyright enforceable in India, (ii)

infringes a patent issued in India, or (iii) constitutes misappropriation or unlawful

disclosure or use of another Party's trade secret under the laws of India (collectively,

"Infringement Claims"); provided, however, that this will not apply to any

Deliverable (or the access, use or other rights thereto) created by (A) Contracting

Authority ; (B) third parties (i.e., other than System Integrator or sub-contractors) at

the direction of Contracting Authority.

g. The Contracting Authority shall have no liability or obligation to System Integrator or

any other Party under Article 7.1.e above to the extent the Infringement Claim is

based upon any use of the equipment, software, information, methods of operation

or other intellectual property (or the access, use or other rights thereto) for the

benefit of any Party (including any use by System Integrator or its nominees outside

the scope of the Services) other than for the Project.

h. Notwithstanding any provisions of this Agreement to the contrary, the foregoing

remedies constitute the Parties' sole and exclusive remedies and each Party's entire

liability, with respect to Infringement Claims.

i. If System Integrator uses in the course of the provision of the Services any Third

Party System it will use all commercially reasonable endeavours to pass through to

the Contracting Authority such third party's warranties relating to such Third Party

Systems. In the event that such warranties cannot be passed through to or enforced

by the Contracting Authority, the System Integrator will enforce such warranties on

Contracting Authority behalf and account to APTS/ITE&C Department for so doing.

j. All rights, title and interest in and to, and ownership in, Proprietary Information of

Project which is provided to System Integrator, and all modifications, enhancements

and other derivative works of such Project Proprietary Information ("PROJECT

Proprietary Information"), as a result of Services rendered by the System Integrator

hereunder shall remain solely with the Contracting Authority. System Integrator

shall be entitled to use such Project Proprietary Information only during the

Agreement Term and only for the purposes of providing the Services or to the extent

necessary for System Integrator's normal operational, repair and maintenance

purposes related to the Services. The Contracting Authority shall retain ownership of


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all Intellectual Property Rights related to Project Proprietary Information.

l. With respect to ownership of the Deliverables, the Parties agree that the following

shall apply:

(i) All the deliverables provided to Contracting Authority by System Integrator

during the course of its performance under this Agreement, and/or the SLA

which includes but is not limited to Bespoke Software as defined in this

Agreement, in which, subject to the foregoing provisions of this Article, all right,

title and interest in and to such Deliverables, shall, as between System

Integrator and Contracting Authority, immediately upon creation vest in

Contracting Authority.

m. The Contracting Authority hereby grants to System Integrator a non-exclusive right

and license to access and use the Project Proprietary Information solely for the

purpose of providing Services to Contracting Authority. Such right and license shall

terminate upon the expiration or termination of this Agreement.

n. Upon the expiration or any termination of this Agreement (and also in respect of the

SLA), System Integrator shall undertake the actions set forth below in this Article to

assist the Contracting Authority to procure replacement services equivalent to

Services provided hereunder.

(i) The System Integrator undertakes to negotiate in good faith with the

Contracting Authority to provide or receive services substantially equivalent to

the Services hereunder.

(ii) In respect of System Integrator’s usage of third party Intellectual Property

Rights, System Integrator undertakes to assist the Contracting Authority to

secure such consents or licenses from such third parties as are necessary to

enable the Project to receive services substantially equivalent to the Services

hereunder. The obligations of the System Integrator under this Article shall be

considered part of the services performed by the System Integrator under the

Exit Management Services.


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8 ARTICLE VIII – MISCELLANEOUS

8.1 CONFIDENTIALITY

a. The Contracting Authority may permit the System Integrator to come into

possession of confidential records as per the needs of the project and the System

Integrator shall maintain the highest level of secrecy, confidentiality and privacy

with regard thereto.

b. Additionally, the System Integrator shall keep confidential all the details and

information with regard to the Project, including systems, facilities, operations,

management and maintenance of the systems/ facilities.

c. System Integrator shall be prohibited from using the project data in whatever

manner, for purposes other than handling transactions through this project under

APeProcurement Application. System Integrator shall undertake, on behalf of its

agents and employees, that no project related data shall be copied in any manner

(paper, electronic, or human memory) and transferred to any entity (human or

machine) other than that being through this project for delivering job

responsibilities defined for each individual.

d. The Contracting Authority shall retain all rights to prevent, stop and if required take

the necessary punitive action against the System Integrator regarding any forbidden

disclosure.

e. The System Integrator shall ensure that all its employees, agents and sub-

contractors execute individual non-disclosure agreements, which have been duly

approved by the Contracting Authority, with respect to this Project.

f. The aforesaid provisions shall not apply to the information:

i. Already in the public domain; and

ii. Disclosed to the public due to a court order or under the Right to Information

Act; and

iii. Information required to be furnished to the Parliament and/or its

Committees

g. The System Integrator recognizes that during the term of this Agreement and the

SLA, sensitive data will be procured and made available to it, its Sub contractors and

agents and others working for or under the System Integrator. Disclosure or usage of

the data by any such recipient may constitute a breach of applicable laws causing


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harm to the concerned citizens. The function of the Contracting Authority requires

the System Integrator, its Subcontractors and agents to demonstrate utmost care,

sensitivity and strict confidentiality. Any breach of this Article will result in the

Contracting Authority and its nominees receiving a right to seek injunctive relief and

damages without any limit, from the System Integrator and/or also seek

termination.

h. Each Party agrees as to any Confidential Information disclosed by a Party to this

Agreement or the SLA (the "Discloser") to the other Party to this Agreement or the

SLA (the "Recipient"):

i. To take such steps necessary to protect the Discloser's Confidential

Information from unauthorized use, reproduction and disclosure as the

Recipient takes in relation to its own Confidential Information of the same

type, but in no event less than reasonable care; and

ii. To use such Confidential Information only for the purposes of this Agreement

or the SLA or as otherwise expressly permitted or expressly required by this

Agreement or

iii. The SLA or as otherwise permitted by the Discloser in writing; and

iv. Not, without the Discloser's prior written consent, to copy the Confidential

Information or cause or allow it to be copied, directly or indirectly, in whole

or in part, except as otherwise expressly provided in this Agreement or the

SLA, or as required in connection with Recipient's use as permitted under this

Article, or as needed for the purposes of this Agreement or the SLA, provided

that any proprietary legends and notices (whether of the Discloser or of a

Third Party) are not removed or obscured; and not, without the Discloser's

prior written consent, to disclose, transfer, publish or communicate the

Confidential Information in any manner to any person except as permitted

under this Agreement or the SLA.

i. The restrictions of this Article shall not apply to Confidential Information that:

i. Is or becomes generally available to the public through no breach of this

Article by the Recipient; and

ii. Was in the Recipient's possession free of any obligation of confidence prior

to the time of receipt of it by the Recipient hereunder; and

iii. Is developed by the Recipient independently of any of Discloser's

Confidential Information; and


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iv. Is rightfully obtained by the Recipient from third parties authorized at that

time to make such disclosure without restriction; and

v. Is identified in writing by the Discloser as no longer proprietary or

confidential; or

vi. Is required to be disclosed by law, regulation or Court Order or under the

Right to Information Act 2005, or to be furnished to the Parliament and/or its

Committees, provided that the Recipient gives prompt written notice to the

Discloser of such legal and regulatory requirement to disclose so as to allow

the Discloser reasonable opportunity to contest such disclosure.

j. To the extent that such disclosure is required for the purposes of this Agreement or

the SLA, either Party may disclose Confidential Information to:

i. Its employees, agents and independent contractors and to any of its affiliates

and their respective independent contractors or employees but all of them

should in turn be bound to maintain the confidentiality referred to herein on

their part; and

ii. Its professional advisors and auditors, who require access for the purposes of

this Agreement or the SLA, whom the relevant Party has informed of its

obligations under this Article and in respect of whom the relevant Party has

used commercially reasonable efforts to ensure that they are contractually

obliged to keep such Confidential Information confidential on terms

substantially the same as set forth in this Article. Either Party may also

disclose Confidential Information to any entity with the other Party's prior

written consent.

k. The provisions of this Article shall survive the expiration or any earlier termination of

this Agreement.

l. Confidential Information shall be and remain the property of the Discloser and

nothing in this Article shall be construed to grant either Party any right or license

with respect to the other Party's Confidential Information otherwise than as is

expressly set out in this Agreement.

m. Subject as otherwise expressly provided in this Agreement all Confidential

Information in tangible or electronic form under the control of the Recipient shall

either be destroyed, erased or returned to the Discloser promptly upon the earlier

of: (i) the written request of the Discloser, or, (ii) termination or expiry of this

Agreement or, in respect of the SLA, the termination or expiry of the SLA.


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Notwithstanding the forgoing, both Parties may retain, subject to the terms of this

Article, a reasonable number of copies of the other Party's Confidential Information

solely for confirmation of compliance with the confidentiality obligations of this

Agreement.

n. Neither Party is restricted by the provisions of Article 8.1 from using (including using

to provide products or perform services on behalf of third parties) any ideas,

concepts, knowhow and techniques that are related to the Recipient's business

activities and which are retained in unaided memories of the Recipient's employees

or agents (and not intentionally memorized for the purpose of later recording or

use) (collectively, the "Residuals"). This Article shall not permit the disclosure or use

by either Party of any financial (including business plans), statistical, product,

personnel or customer data of the other Party. Each Party agrees not to disclose the

source of the Residuals.

o. Both Parties agree that monetary damages would not be a sufficient remedy for any

breach of this Article by the other Party and that the Contracting Authority and

System Integrator, as appropriate, shall be entitled to equitable relief, including

injunction and specific performance as a remedy for any such breach. Such remedies

shall not be deemed to be the exclusive remedies for a breach by a Party of this

Article, but shall be in addition to all other remedies available at law or equity to the

damaged Party.

p. In connection with the Services, System Integrator may from time to time undertake

one or more quality assessment reviews for the purpose of improving the Project. In

order for such reviews to be frank and candid, for the greatest benefit to Contracting

Authority and System Integrator, they shall be kept confidential to the greatest

extent possible. The Parties agree that any documentation created in connection

with such quality assessment reviews shall be Confidential Information of System

Integrator which is licensed to Contracting Authority for any internal use except that

in no event shall such documentation or the results of such reviews be discoverable

or admissible (or used for any purpose) in any arbitration or legal proceedings

against System Integrator related to this Agreement or the Services.

8.2 PERSONNEL

a. Personnel assigned by System Integrator to perform the Services shall be employees

of System Integrator and under no circumstances will such personnel be considered

employees of the Project. System Integrator shall have the sole responsibility for

supervision and control of its personnel and for payment of such personnel's entire

compensation, including salary, withholding of income taxes and social security

taxes (insurance), worker's compensation, employee and disability benefits and the

like and shall be responsible for all employer obligations under all applicable laws.


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b. System Integrator shall use its best efforts to ensure that sufficient System

Integrator personnel are employed to perform the Services, and also that such

personnel have appropriate qualifications to perform the Services. The Contracting

Authority shall have the right to require the removal or replacement of any System

Integrator personnel performing work under this Agreement. In the event that the

Contracting Authority requests that any System Integrator personnel be replaced,

the substitution of such personnel shall be accomplished pursuant to a mutually

agreed upon schedule but not later than 3 working days.

c. The System Integrator shall also be responsible to train certain employees of the

Project with regard to the Services being provided by the System Integrator as and

when required by the Project during the Term of this Project. The parameters of the

training required for these employees of Project shall be communicated by the

Contracting Authority to the System Integrator periodically and shall be in

accordance with the latest procedures and processes available in the relevant areas

of work.

d. In the event the Contracting Authority identifies any personnel of System Integrator

as "Key Personnel", then the System Integrator shall not remove such personnel

without the prior written consent of the Contracting Authority under the applicable

terms of this Agreement and/or SLA.

e. Except as stated in this Article, nothing in this Agreement or the SLA will limit the

ability of System Integrator to assign or reassign its employees; provided that

System Integrator shall be responsible, at its expense, for transferring all appropriate

knowledge from personnel being replaced to their replacements. The Contracting

Authority shall have the right to review and approve System Integrator's plan for any

such knowledge transfer. System Integrator shall maintain the same standards for

skills and professionalism among replacement personnel as in personnel being

replaced.

f. Each Party shall be responsible for the performance of all its obligations under this

Agreement or the SLA and shall be liable for the acts and omissions of its employees

and agents in connection therewith.

8.3 SUB-CONTRACTORS

i. System Integrator shall not subcontract any work related to the scope of work of

the implementation and maintenance of the Project to be performed under this

Agreement without the Contracting Authority’s prior written consent.

ii. At any point, subcontracting by System Integrator and/or its consortium

members shall not be entertained for any of the core activities of the project


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proposed in the RFP.

iii. It is clarified that the System Integrator shall be the responsible for all claims

arising from the liabilities statutory or otherwise, concerning the sub-

contractors. The System Integrator undertakes to indemnify the Contracting

Authority or its nominated agencies from any claims on the grounds stated

hereinabove.

8.4 RESPONSIBILITY OF CONSORTIUM (Not applicable)

8.5 ASSIGNMENT

All terms and provisions of this Agreement shall be binding on and shall ensure to the

benefit of Contracting Authority and System Integrator and any assignment or transfer

of this Agreement or the SLA or any rights hereunder by either Party shall be strictly

prohibited.

8.6 TRADEMARKS, PUBLICITY

Neither Party may use the trademarks of the other Party without the prior written

consent of the other Party. Except as required by law or the rules and regulations of

each stock exchange upon which the securities of one of the Parties is listed, neither

Party shall publish or permit to be published either alone or in conjunction with any

other person any press release, information, article, photograph, illustration or any

other material of whatever kind relating to this Agreement, the SLA or the business of

the Parties without prior reference to and approval in writing from the other Party, such

approval not to be unreasonably withheld or delayed. Provided however that System

Integrator may include Contracting Authority lists for reference to third parties subject

to the prior written consent of Contracting Authority not to be unreasonably withheld

or delayed. Such approval shall apply to each specific case and relate only to that case.

8.7 NOTICES

a. Any notice or other document, which may be given by either Party under this

Agreement or under the SLA, shall be given in writing in person or by pre-paid

recorded delivery post or by facsimile transmission.

b. In relation to a notice given under this Agreement, any such notice or other

document shall be addressed to the other Party's principal or registered office

address as set out below:

Contracting Authority

Address: ……………….

Tel: ………………………

Fax: ………………………


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Email: …………………….

System Integrator:

Address: ……………….

Tel: ………………………

Fax: ………………………

Email: ………………………

c. Both the parties agree to inform each other, any changes to the address mentioned

above within 7 days of such change.

d. Any notice or other document shall be deemed to have been given to the other

Party (or, if relevant, its relevant associated company) when delivered (if delivered

in person) if delivered between the hours of 10.00 am and 5.00 pm on a working day

at the address of the other Party set forth above or through email or if sent by fax,

provided the copy fax is accompanied by a confirmation of transmission, or on the

next working day thereafter if delivered outside such hours, and 7 days from the

date of posting (if by letter).

e. Either Party to this Agreement or to the SLA may change its address, telephone

number, facsimile number and nominated email for notification purposes by giving

the other reasonable prior written notice of the new information and its effective

date.

8.8 VARIATIONS AND FURTHER ASSURANCE

a. No amendment, variation or other change to this Agreement or the SLA shall be

valid unless authorized in accordance with the change control procedure as set out

in the Change Control Schedule and made in writing and signed by the duly

authorized representatives of the Parties to this Agreement or the SLA.

b. Each Party to this Agreement or the SLA agrees to enter into or execute, without

limitation, whatever other agreement, document, consent and waiver and to do all

other things which shall or may be reasonably required to complete and deliver the

obligations set out in this Agreement or the SLA.

8.9 SEVERABILITY AND WAIVER

a. If any provision of this Agreement or the SLA, or any part thereof, shall be found by

any court or administrative body of competent jurisdiction to be illegal, invalid or

unenforceable the illegality, invalidity or unenforceability of such provision or part

provision shall not affect the other provisions of this Agreement or the SLA or the

remainder of the provisions in question which shall remain in full force and effect.

The relevant Parties shall negotiate in good faith in order to agree to substitute for


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any illegal, invalid or unenforceable provision a valid and enforceable provision

which achieves to the greatest extent possible the economic, legal and commercial

objectives of the illegal, invalid or unenforceable provision or part provision.

b. No failure to exercise or enforce and no delay in exercising or enforcing on the part

of either Party to this Agreement or the SLA of any right, remedy or provision of this

Agreement or the SLA shall 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.

8.10 COMPLIANCE WITH LAWS AND REGULATIONS

Each Party to this Agreement and the SLA accepts that its individual conduct shall (to the

extent applicable to it) at all times comply with all applicable laws, rules and regulations.

For the avoidance of doubt, the obligations of the Parties to this Agreement and the SLA

are subject to their respective compliance with all applicable laws and regulations.

8.11 ETHICS

System Integrator represents, warrants and covenants that it has given no

commitments, payments, gifts, kickbacks, lavish or expensive entertainment, or other

things of value to any employee or agent of Contracting Authority, or its nominated

agencies in connection with this agreement and acknowledges that the giving of any

such payment, gifts, entertainment, or other things of value is strictly in violation of

Contracting Authority standard policies and may result in cancellation of this

Agreement, and the SLA.

8.12 ENTIRE AGREEMENT

This Agreement, and the SLA, all schedules appended thereto and the contents and

specifications of all the Volumes of the RFP constitute the entire agreement between

the Parties with respect to their subject matter, and as to all other representations,

understandings or agreements which are not fully expressed herein.

8.13 SURVIVABILITY

The termination or expiry of this Agreement or the SLA for any reason shall not affect or

prejudice any terms of this Agreement, or the rights of the Parties under them which are

either expressly or by implication intended to come into effect or continue in effect

after such expiry or termination.


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9 ARTICLE IX - DISPUTES AND AMENDMENTS

9.1 DISPUTE RESOLUTION

Any dispute arising out of or in connection with this Agreement or the SLA shall in the

first instance be dealt with in accordance with the escalation procedure as set out in the

Governance Schedule (Schedule IV of this Agreement).

Any dispute or difference whatsoever arising between the parties to this Agreement out

of or relating to the construction, meaning, scope, operation or effect of this Agreement

or the validity of the breach thereof, which cannot be resolved through the application

of the provisions of the Governance Schedule, shall be dealt in accordance with the

provisions set forth herein.

a. Scope of Dispute Resolution

Except where otherwise provided in the agreement, all questions and disputes relating

to the meaning of the specifications, design, drawings and instructions here-in before

mentioned and as to the quality of workmanship or materials used on the work or as to

any other question, claim, right, matter or thing whatsoever in any way arising out of or

relating to the agreement, designs, drawings, specifications, estimates, instructions,

orders or these conditions or otherwise concerning the services and deliverables or the

execution or failure to execute the same whether arising during the progress of the

Project or after the cancellation, termination, completion or abandonment thereof shall

be dealt with as mentioned hereinafter:

b. Dispute Resolution Board

If any dispute arises between Contracting Authority and the System Integrator in

connection with, or arising out of, the agreement or the execution of the Project,

whether during the execution of the Project or after its completion and whether before

or after the repudiation or other termination of the agreement, including any

disagreement by either party with any action, inaction, opinion, instruction,

determination, certificate or valuation, the matter in dispute shall, in the first place, be

deferred to the Dispute Resolution Board here in after called “the Board.”

For purposes of this agreement, the Governance Structure referred to under section

3.1/Schedule IV of Volume II of the RFP, shall act as the Board. The board at its

discretion may co-opt any other officer if in its opinion it may help in resolving the

dispute. Either party may refer a dispute to the Board. The board shall give a decision in

writing within 30 days of reference of dispute. Either party may refer a written decision

of the board to arbitration. If neither party refers the disputes to arbitration within 30


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days of the date of such decision, the Board’s decision will be final and binding.

Contracting Authority at its discretion may change any of the members of the board

after duly informing the System Integrator within 7 days of such change.

c. Arbitration

In case, a dispute is referred to arbitration, the arbitration shall be under the Indian

Arbitration and Conciliation Act, 1996 and any statutory modification or re-enactment

thereof. Such disputes shall be referred to an Arbitral Tribunal consisting of 3 (three)

arbitrators, one each to be appointed by Contracting Authority and the System

Integrator, the third arbitrator shall be chosen by the two arbitrators so appointed by

the parties and shall act as Presiding Arbitrator. In case of failure of the two arbitrators,

appointed by the parties to reach a consensus regarding the appointment of the third

arbitrator within a period of 30 days from the date of appointment of the two

arbitrators, the Presiding Arbitrator shall be appointed by the Chief Secretary,

Government of Andhra Pradesh.

Arbitration proceedings shall be held in High Court of Judicature at Hyderabad for the

States of Telangana and Andhra Pradesh or the High Court which may be established in

the State of Andhra Pradesh and the language of the arbitration proceedings and that of

all documents and communications between the parties shall be English.

The decision of the majority of arbitrators shall be final and binding upon both parties.

The expenses of the arbitrators as determined by the arbitrators shall be shared

equally by Contracting Authority and the System Integrator. However, the expenses

incurred by each party in connection with the preparation, presentation shall be borne

by the party itself. All arbitration awards shall be in writing and shall state the reasons

for the award.

9.2 AMENDMENT

The Parties acknowledge and agree that amendments to this agreement shall be made

through mutual agreement between the parties in writing in accordance with the

procedure this Agreement is executed and signed.

IN WITNESS WHEREOF the Parties have by duly authorized representatives set their

respective hands and seal on the date first above written in the presence of:

MD, APTS [SYSTEM INTEGRATOR]

Signed Signed

For and on behalf of the For and on behalf of the

Government of Andhra Pradesh _______ (Company name) _______


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By: ____ (signature) ______ By: ____ (signature) ______

___ (Name and designation) ____ _____ (Name and designation) ___

An authorized signatory duly nominated

pursuant to Board Resolution No._______

dated_______ of the [ System Integrator]

WITNESSES:

(Name, Designation, Organization,

and Signature)

(Name, Designation, Organization, and

Signature)


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10 SCHEDULE I – CHANGE CONTROL SCHEDULE (Not applicable)

10.1 PURPOSE

This Schedule applies to and describes the procedure to be followed in the event of any

proposed change to the Master Services Agreement (“MSA”) and/or Service Level

Agreement (SLA), Project Operation and Management SLA. Such change shall include,

but shall not be limited to, changes in the scope of services provided by the System

Integrator and changes to the terms of payment as stated in the Terms of Payment

Schedule (Schedule VI of this Agreement).

The Contracting Authority and the System Integrator 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 System Integrator will endeavour, wherever reasonably

practicable, to effect change without an increase in the terms of payment as stated in

the Terms of Payment Schedule and the Contracting Authority will work with the System

Integrator to ensure that all changes are discussed and managed in a constructive

manner.

10.2 CHANGE CONTROL NOTE ("CCN")

a. Change requests in respect of the MSA, and/or SLA will emanate from the Parties'

respective Project Manager who will be responsible for obtaining approval for the

change and who will act as its sponsor throughout the Change Control Process and

will complete CCN attached as provided in this section. CCNs will be presented to

the other Party's Project Manager who will acknowledge receipt by signature of the

CCN.

b. The System Integrator and the Contracting Authority, while preparing the CCN, shall

consider the change in the context of the following parameter, namely whether the

change is beyond the scope of Services including ancillary and concomitant services

required and as detailed in the RFP and is suggested and applicable only after the

testing, commissioning and certification of the Pilot and project go-live as set out in

this Agreement.

c. It is hereby also clarified that the payment for the changes brought in after project

certification and ‘Go Live’ date will be calculated on the basis of man-month rate

quoted by the System Integrator in its bid and estimated man-month effort to be

submitted by the System Integrator as part of the change of control event.


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Change Control Note CCN Number:

Part A: Initiation

Title:

Originator:

Sponsor:

Date of Initiation:

Details of Proposed Change

(To include reasons for change and appropriate details/specifications. Identify any

attachments as A1, A2, and A3 etc.) Change should include various types such as functional

changes, Technical changes, Technology upgradations, Infrastructure change, training,

additional man power and other forms as mentioned in the RFP

Authorized by:

Contracting Authority Date:

Name:

Signature:

Received by the Date:

System Integrator

Name:

Signature:

Change Control Note CCN Number:

Part B : Evaluation


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(Identify any attachments as B1, B2, and B3 etc.)

Changes to Services, charging structure, payment profile, documentation, training, service

levels and component working arrangements and any other contractual issue.

Brief Description of Solution:

Impact:

Deliverables:

Timetable:

Charges for Implementation:

(including a schedule of payments)

Other Relevant Information:

(including value-added and acceptance criteria)

Authorized by the Date:

System Integrator

Name:

Signature:

Change Control Note CCN Number :

Part C : Authority to Proceed

Implementation of this CCN as

submitted in Part A, in accordance with

Part B is: (tick as appropriate)

Approved

Rejected

Requires Further Information (as

follows, or as Attachment 1 etc.)

For Contracting Authority and its nominated

agencies For the System Integrator

Signature Signature

Name Name

Title Title

Date Date


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10.3 QUOTATION

a. The System Integrator shall assess the CCN and complete all relevant part of the

CCN. In completing CCN the System Integrator or Contracting Authority shall provide

as a minimum:

i. A description of the change;

ii. A list of deliverables required for implementing the change;

iii. A timetable for implementation;

iv. An estimate of any proposed change;

v. Any relevant acceptance criteria;

vi. An assessment of the value of the proposed change;

vii. Material evidence to prove that the proposed change is not already covered

within the scope of the project, SLA, or MSA as applicable.

b. Prior to submission of the completed CCN to the Contracting Authority, or its

nominated agencies, the System Integrator will undertake its own internal review of

the proposal and obtain all necessary internal approvals. As a part of this internal

review process, the System Integrator shall consider the materiality of the proposed

change in the context of the MSA, the Project Implementation, Operation and

Management SLA affected by the change and the total effect that may arise from

implementation of the change.

c. Materiality criteria will be established by the Contracting Authority and the System

Integrator's Project Manager. Changes requiring no escalation of authority can be

implemented. Discussion and agreement as to materiality will be held in accordance

with the Governance Schedule (Schedule IV of this Agreement).

10.4 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 provided each

party meets the obligations as set in the CCN.

10.5 REPORTING

Change requests and CCNs will be reported monthly to each Party's Project Managers

who will prioritize and review progress.

10.6 OBLIGATIONS

The System Integrator shall be obliged to implement any proposed changes once

approval in accordance with above provisions has been given, with effect from the date

agreed for implementation and within an agreed timeframe.


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10.7 COST OF CHANGE REQUEST

The cost of change requests beyond the scope defined in the RFP shall not be more than

20% of the contract value either individually or cumulatively for the entire contract

period.


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11 SCHEDULE II – EXIT MANAGEMENT SCHEDULE

11.1 PURPOSE

a. This Schedule sets out the provisions, which will apply on expiry or termination of

the MSA, the Project Implementation, Operation and Management SLA.

b. In the case of termination of the Project Implementation and/or Operation and

Management SLA due to illegality, the Parties shall agree at that time whether, and

if so during what period, the provisions of this Schedule shall apply.

c. The Parties shall ensure that their respective associated entities carry out their

respective obligations set out in this Exit Management Schedule.

11.2 TRANSFER OF ASSETS

a. The Contracting Authority shall be entitled to serve notice in writing on the System

Integrator at any time during the exit management period as detailed hereinabove

requiring the System Integrator and/or its sub-contractors to provide the

Contracting Authority with a complete and up to date list of the Assets within 30

days of such notice. The Contracting Authority or its nominated agencies shall then

be entitled to serve notice in writing on the System Integrator at any time prior to

the date that is 30 days prior to the end of the exit management period requiring

the System Integrator to sell any of the Assets to be transferred to the Project at

book value as determined as of the date of such notice in accordance with the

provisions of relevant laws.

b. In case of contract being terminated by the Contracting Authority, Contracting

Authority reserves the right to ask the System Integrator to continue running the

project operations for a period of 6 months after termination orders are issued and

all the matters associated with such requests shall be dealt as per article V of this

MSA.

c. Upon service of a notice under this Article the following provisions shall apply:

(i) In the event, if the Assets to be transferred are mortgaged to any financial

institutions by the System Integrator, the System Integrator shall ensure that all

such liens and liabilities have been cleared beyond doubt, prior to such transfer.

All documents regarding the discharge of such lien and liabilities shall be

furnished to the Contracting Authority.

(ii) All risk in and title to the Assets to be transferred / to be purchased by the

Contracting Authority pursuant to this Article shall be transferred to the Project,

on the last day of the exit management period.


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(iii) Contracting Authority shall pay to the System Integrator on the last day of the

exit management period such sum representing the Net Block (procurement

price less depreciation as per provisions of Companies Act) of the Assets to be

transferred as stated in the Terms of Payment Schedule if any.

(iv) Payment to the outgoing System Integrator shall be made to the tune of last set

of completed transactions, subject to SLA requirements and for any Capex

component that has been accepted by the Contracting Authority but is pending

for payment.

(v) Contracting Authority shall have the rights to buy back the assets owned by the

System Integrator, which are not to be transferred to the Contracting Authority

as part of this contract at a prevailing depreciated value of the asset. In such

transfers, System Integrator shall pass on all the warranties and other

associated rights to the Contracting Authority.

(vi) The outgoing System Integrator will pass on the assets in working condition,

cure from all defects if any on the data of handing over to the Contracting

Authority and/or to any agency identified by the Contracting Authority, free

from all obligations

1. Upon completion of the contract period or upon termination of the agreement

for any reasons, the System Integrator shall comply with the following:

a. Notify to the Contracting agency forthwith the particulars of all Project

Assets.

b. Deliver forthwith actual or constructive possession of the Project free and

clear of all Encumbrances and execute such deeds, writings and documents

as may be required by the Contract Authority for fully and effectively

divesting the SP of all of the rights, title and interest of the SP in the Project

and conveying the Project.

c. Comply with the Divestment Requirements set out except in case if

Termination of this Agreement is due to Contracting Authority Event of

Default. In case of Termination due to Contacting Authority Event of Default,

the SP shall have implemented the maintenance schedule as well as any

repairs pointed out by the Independent Consultant in its Operations &

Maintenance Inspection Report prior to date of Termination Notice. In case

of Termination due to Force Majeure Event, the Divestment Requirements

shall be agreed between Contacting Authority and the Operator.


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d. Pay all transfer costs and stamp duty applicable on hand back of project

assets except in case the Project is being transferred due to Contacting

authority event of default or expiry of contract period, where Contacting

Authority shall be responsible for transfer costs and stamp duty, if any. For

clarification of doubt, transfer costs in this Clause relate to taxes and duties

applicable at transfer of SP, if any.

2. Subject to clause 11.2a of exit management, upon completion of the contract

period or upon termination of the agreement, the System Integrator shall

comply and conform to the following Divestment Requirements in respect of the

System Integrator:

a. All Project Assets including the hardware, software, documentation and any

other infrastructure shall have been renewed and cured of all defects and

deficiencies as necessary so that the System Integrator is compliant with the

Specifications and Standards set forth in the RFP, Agreement and any other

amendments made during the contract period.

b. The System Integrator delivers relevant records and reports pertaining to the

SP and its design, engineering, operation, and maintenance including all

operation and maintenance records and manuals pertaining thereto and

complete as on the Divestment Date.

c. The System Integrator executes such deeds of conveyance, documents and

other writings as the Contacting authority may reasonably require to convey,

divest and assign all the rights, title and interest of the System Integrator in

the System Integrator free from all Encumbrances absolutely and free of any

charge or tax unto the Contacting authority or its Nominee.

d. The System Integrator 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 System Integrator in the

System Integrator free from all Encumbrances absolutely and free of any

charge or tax to Contacting authority or its nominee.

3. Not earlier than 3 (three) months before the expiry of the contract Period but

not later than 30 (thirty) days before such expiry, or in the event of earlier

Termination of the contract, immediately upon but not later than 15 (fifteen)

days from the date of issue of Termination Notice, the Independent Consultant

as nominated by the Contacting authority or its nominated agencies shall verify,

in the presence of a representative of the System Integrator, compliance by the

System Integrator with the Divestment Requirements set forth in relation to the

System Integrator’s and, if required, cause appropriate tests to be carried out at


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the System Integrator’s cost for determining the compliance therewith. If any

shortcomings in the Divestment Requirements are found by either Party, it shall

notify the other of the same and the System Integrator shall rectify the same at

its cost.

Upon the SP conforming to all Divestment Requirements and handing over actual or

constructive possession of the SP to Contacting authority or a person nominated by

Contacting authority in this regard, Contacting authority shall issue a certificate

substantially, which will have the effect of constituting evidence of divestment of all

rights, title and lien in the SP by the SP and their vesting in SP pursuant hereto. Issue of

such certificate shall not be unreasonably withheld by Contacting authority. The

divestment of all rights, title and lien in the SP shall be deemed to be complete on the

date when all the Divestment Requirements have been fulfilled or the Certificate has

been issued, whichever is earlier, it being expressly agreed that any defect or deficiency

in any Divestment Requirement shall not in any manner be construed or interpreted as

restricting the exercise of any rights by State Government or its nominee on or in

respect of the SP on the footing as if all Divestment Requirements have been complied

with by the Concessionaire.

11.3 COOPERATION AND PROVISION OF INFORMATION

During the exit management period:

a. The System Integrator will allow the Contracting Authority access to information

reasonably required to define the then current mode of operation associated with

the provision of the services to enable the Contracting Authority to assess the

existing services being delivered;

b. Promptly on reasonable request by the Contracting Authority, the System Integrator

shall provide access to and copies of all information held or controlled by them

which they have prepared or maintained in accordance with the MSA, and/or SLA

relating to any material aspect of the services (whether provided by the System

Integrator or consortium members or other agencies). The Contracting Authority

shall be entitled to copy all such information. Such information shall include details

pertaining to the services rendered and other performance data. The System

Integrator shall permit the Contracting Authority or its nominated agencies and/or

any Replacement System Integrator to have reasonable access to its employees and

facilities as reasonably required by the Contracting Authority to understand the

methods of delivery of the services employed by the System Integrator and to assist

appropriate knowledge transfer.


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11.4 CONFIDENTIAL INFORMATION, SECURITY AND DATA

a. The System Integrator will promptly on the commencement of the exit management

period supply to the Contracting Authority the following:

(i) Information relating to the current services rendered and customer satisfaction

surveys and performance data relating to the performance of sub-contractors

in relation to the services;

(ii) Documentation relating to project’s intellectual property rights;

(iii) Project data and confidential information;

(iv) Documentation relating to sub-contractors;

(v) All current and updated project data as is reasonably required for purposes of

the project or its nominated agencies transitioning the services to its

Replacement System Integrator in a readily available format specified by the

Contracting Authority;

(vi) All other information (including but not limited to documents, records and

agreements) relating to the services reasonably necessary to enable the

Contracting Authority or its nominated agencies, or its Replacement System

Integrator to carry out due diligence in order to transition the provision of the

Services to the Contracting Authority S or its nominated agencies, or its

Replacement System Integrator (as the case may be).

b. Before the expiry of the exit management period, the System Integrator shall deliver

to the Contracting Authority all new or up-dated materials from the categories set

out in Article above and shall not retain any copies thereof.

c. Before the expiry of the exit management period, unless otherwise provided under

the MSA, the Contracting Authority shall deliver to the System Integrator all forms of

System Integrator confidential information, which is in the possession or control of

the Project or its users.

11.5 EMPLOYEES

a. Promptly on reasonable request at any time during the exit management period, the

System Integrator shall, subject to applicable laws, restraints and regulations

(including in particular those relating to privacy) provide to the Contracting

Authority a list of all employees (with job titles) of the System Integrator dedicated

to providing the services at the commencement of the exit management period;


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b. To the extent that any Transfer Regulation does not apply to any employee of the

System Integrator, the Project, or its Replacement System Integrator may make an

offer of employment or contract for services to such employee of the System

Integrator and the System Integrator shall not enforce or impose any contractual

provision that would prevent any such employee from being hired by the

Contracting Authority or any Replacement System Integrator.

c. The APTS/ ITE&C Department or Replacement of System Integrator designated by it

shall retain the right for hiring a minimum of 5 key personnel of the outgoing System

Integrator spearheading the project, as identified by APTS/ITE&C Department, so as

to provide for continuity. SP is hence required to incorporate suitable provisions/

conditions in the appointment orders issued to its personnel, including a service

bond to this effect.

11.6 TRANSFER OF CERTAIN AGREEMENTS

On request by the Contracting Authority, the System Integrator shall effect such

assignments, transfers, licenses and sub-licenses as the Contracting Authority may

require in favour of the Contracting Authority, or its Replacement System Integrator in

relation to any equipment, lease, maintenance or service provision agreement between

System Integrator and third party lessors, vendors, and which are related to the services

and reasonably necessary for the carrying out of replacement services by the Managing

Director, APTS or its Replacement System Integrator.

11.7 RIGHTS OF ACCESS TO PREMISES

a. At any time during the exit management period, where Assets are located at the

System Integrator's premises, the System Integrator 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) the Contracting Authority, and/or

any Replacement System Integrator in order to make an inventory of the Assets.

b. The System Integrator shall also give the Contracting Authority or its nominated

agencies, or any Replacement System Integrator right of reasonable access to the

System Integrator's premises and shall procure the Contracting Authority or its

nominated agencies and any Replacement System Integrator 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 MSA as is reasonably necessary

to migrate the services to the Contracting Authority or its nominated agencies, or a

Replacement System Integrator.

11.8 GENERAL OBLIGATIONS OF THE SYSTEM INTEGRATOR

a. The System Integrator shall provide all such information as may reasonably be

necessary to effect as seamless a handover as practicable in the circumstances to


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the Contracting Authority or its nominated agencies or its Replacement System

Integrator and which the System Integrator has in its possession or control at any

time during the exit management period.

b. For the purposes of this Schedule, anything in the possession or control of any

System Integrator, associated entity, or subcontractor is deemed to be in the

possession or control of the System Integrator.

c. The System Integrator shall commit adequate resources to comply with its

obligations under this Exit Management Schedule.

11.9 EXIT MANAGEMENT PLAN

a. An Exit Management plan shall be furnished by System Integrator in writing to the

Contracting Authority or its nominated agencies within 9 months from the Effective

Date of this Agreement, which shall deal with at least the following aspects of exit

management in relation to the MSA and SLA.

(i) A detailed program of the transfer process that could be used in conjunction

with a Replacement System Integrator including details of the means to be

used to ensure continuing 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;

(ii) Plans for the communication with such of the System Integrator's staff,

suppliers, customers and any related third party as are necessary to avoid any

material detrimental impact on Project’s operations as a result of undertaking

the transfer;

(iii) (if applicable) proposed arrangements for the segregation of the System

Integrator's networks from the networks employed by the Project and

identification of specific security tasks necessary at termination;

(iv) Plans for provision of contingent support to the Project and Replacement

System Integrator for a reasonable period after transfer.

b. The System Integrator shall re-draft the Exit Management Plan annually thereafter

to ensure that it is kept relevant and up to date.

c. Each Exit Management Plan shall be presented by the System Integrator to and

approved by the APTS/ITE&C Department or its nominated agencies.

d. The terms of payment as stated in the Terms of Payment Schedule include the costs


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of the System Integrator complying with its obligations under this Schedule.

e. In the event of termination or expiry of MSA and SLA, each Party shall comply with

the Exit Management Plan.

f. During the exit management period, the System Integrator shall use its best efforts

to deliver the services.

g. Payments during the Exit Management period shall be made in accordance with the

Terms of Payment Schedule VI.


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12 SCHEDULE III - AUDIT, ACCESS AND REPORTING SCHEDULE

12.1 PURPOSE

This Schedule details the audit, access and reporting rights and obligations of the

Contracting Authority and the System Integrator under the MSA and SLA.

12.2 AUDIT NOTICE AND TIMING

a. As soon as reasonably practicable after the Effective Date, the Parties shall use their

best endeavours to agree to a timetable for routine audits during the Project

Implementation Phase and the Operation and Management Phase. During the

Implementation Phase, the Contracting Authority and thereafter during the

Operation Management Phase, the Contracting Authority shall conduct routine

audits in accordance with such agreed timetable and shall not be required to give

the System Integrator any further notice of carrying out such audits.

b. The Contracting Authority may conduct non-timetabled audits at his/her own

discretion if he/she reasonably believes that such non-timetabled audits are

necessary as a result of an act of fraud by the System Integrator, a security violation,

or breach of confidentiality obligations by the System Integrator, provided that the

requirement for such an audit is notified in writing to the System Integrator a

reasonable period time 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. If the

System Integrator considers that the non-timetabled audit was not appropriate, the

matter shall be referred to the escalation procedure as set out in the Governance

Schedule (Schedule IV of this Agreement).

c. The frequency of audits shall be 6 monthly excluding the performance audits which

may be necessary for the acceptance of the Pilot and Go-Live, provided always that

the Contracting Authority shall endeavour to conduct such audits with the lowest

levels of inconvenience and disturbance practicable being caused to the System

Integrator.

d. In addition to the above, there will be audits conducted by statutory bodies (e.g.

CAG) as and when they are required to do it. Notwithstanding any condition given in

the MSA, System Integrator will have to provide these statutory bodies access to all

the facilities, infrastructure, documents and artefacts of the Project as required by

them and approved by the Contracting Authority, in writing.

12.3 ACCESS

The System Integrator shall provide to the Contracting Authority reasonable access to


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employees, subcontractors, suppliers, agents and third party facilities, documents,

records and systems reasonably required for audit and shall provide all such persons

with routine assistance in connection with the audits and inspections. The Contracting

Authority shall have the right to copy and retain copies of any relevant records. The

System Integrator shall make every reasonable effort to co-operate with them.

12.4 AUDIT RIGHTS

a. The Contracting Authority shall have the right to audit and inspect suppliers, agents

and third party facilities, data centres, 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 shall be reasonably necessary to verify:

(i) The security, integrity and availability of all Project data processed, held or

conveyed by the System Integrator on behalf of Project and documentation

related thereto;

(ii) That the actual level of performance of the services is the same as specified in

the SLA;

(iii) That the System Integrator has complied with the relevant technical standards,

and has adequate internal controls in place; and

(iv) The compliance of the System Integrator with any other obligation under the

MSA and SLA.

b. For the avoidance of doubt the audit rights under this Schedule shall not include

access to the System Integrator's profit margins or overheads associated with any

obligation under the MSA.

12.5 AUDIT RIGHTS OF SUPPLIERS AND AGENTS

a. The System Integrator shall use reasonable endeavours to achieve the same audit

and access provisions as defined in this Schedule with suppliers and agents who

supply labour, services, equipment or materials in respect of the services. The

System Integrator shall inform the Contracting Authority prior to concluding any

sub-contract or supply agreement of any failure to achieve the same rights of audit

or access.

b. REPORTING: The System Integrator will provide quarterly reports to the Contracting

Authority regarding any specific aspects of the Project and in context of the audit

and access information as required by the Contracting Authority.


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12.6 ACTION AND REVIEW

a. Any change or amendment to the systems and procedures of the System Integrator,

or sub-contractors, where applicable arising from the audit report shall be agreed

within thirty (30) calendar days from the submission of the said report.

b. Any discrepancies identified by any audit pursuant to this Schedule shall be

immediately notified to the Contracting Authority or the appropriate Project

Manager and the System Integrator Project Manager who shall determine what

action should be taken in respect of such discrepancies in accordance with the terms

of the MSA.

12.7 TERMS OF PAYMENT FOR COST OF AUDIT

The Contracting Authority shall bear costs of any audits. The System Integrator shall

coordinate and extend their cooperation for smooth conduct of the audit etc.

12.8 RECORDS AND INFORMATION

For the purposes of audit in accordance with this Schedule, the System Integrator shall

maintain true and accurate records in connection with the provision of the services and

the System Integrator shall handover all the relevant records and documents upon the

termination or expiry of the MSA.


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13 SCHEDULE IV – INDICATIVE GOVERNANCE SCHEDULE

13.1 PURPOSE

The purpose of this Schedule is to (i) establish and maintain the formal and informal

processes for managing the relationship between the Contracting Authority and the

System Integrator (including the outputs from other Schedules to this Agreement; (ii)

define the principles that both Parties wish to follow to ensure the delivery of the

Services; (iii) ensure the continued alignment of the interests of the Parties; (iv) ensure

that the relationship is maintained at the correct level within each Party; (v) create the

flexibility to revise and maintain the relationship and this Agreement during the Term;

(vi) set out the procedure for escalating disagreements; and (vii) enable contract

administration and performance management.

13.2 INDICATIVE GOVERNANCE STRUCTURE

Governance structure for APeProcurement Project

The committee will be supported by

• Steering Committee for the APeProcurement Project appointed by the Government

of Andhra Pradesh.

• Implementation Committee

• Project Manager, eProcurement, ITE&C Department

• APTS

Place of Work

1. At present the Government operates from Vijayawada, Amaravati.

2. SI has to coordinate with departments from the new capital location of

Amaravati.

3. The System Integrator has to operate from his development centre and or

premises as informed by Contracting Authority or its Nominated Agencies.

4. System Integrator should set up a local office in Andhra Pradesh.

13.3 GOVERNANCE PROCEDURES

a. The System Integrator shall document the agreed structures in a procedures manual.

b. The agenda for each meeting of the Committee mentioned above as applicable shall

be set to reflect the discussion items referred to above and extraordinary items may

be added either with the agreement of the Parties or at the request of either Party.

Copies of the agenda for meetings of the Steering Committee and other Committees

as applicable and relevant, along with relevant pre-reading material, shall be

distributed at least one week in advance of the relevant meeting.


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c. All meetings and proceedings will be documented; such documents to be distributed

to both Parties and copies shall be kept as a record. All actions, responsibilities and

accountabilities arising out of any meeting shall be tracked and managed.

d. The Parties shall ensure as far as reasonably practicable that the Steering Committee

and PMU shall resolve the issues and resolve the objectives placed before them and

that the members representing that Party are empowered to make relevant

decisions or have easy access to empowered individuals for decisions to be made to

achieve this.


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14 SCHEDULE V – INVOICING AND SETTLEMENT SCHEDULE

a. In respect of its remuneration for the Services the System Integrator shall be eligible

to receive payments in accordance with the Terms of Payments Schedule (Schedule

VI of this Agreement). Subject to the completeness of the Invoice and specific terms

of each Service Level Agreement, the System Integrator submit its invoices in

accordance with the following principles:

(i) The Contracting Authority shall be invoiced by the System Integrator for the

Services. Generally and unless otherwise agreed in writing between the

Parties or expressly set out in the Service Level Agreement, the System

Integrator shall raise an invoice as per the terms of payment as stated in this

Schedule.

(ii) Any invoice presented in accordance with this Article shall be in a form

agreed with the Contracting Authority.

(iii) The completeness of the Invoice shall mean the submission of the Invoice

along with the acceptance certificate of the respective deliverables of the

milestones and other associated dependencies to process and approve the

invoice.

(iv) Invoice should have the taxes at actual at the prevailing rates at the time of

submission of invoice.

b. Invoices shall be accurate and all adjustments to or changes in the terms of payment

as stated in the Terms of Payment Schedule shall be applied to the next payment

invoice. The System Integrator 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 stated in the Terms of Payment Schedule relating to such Service are

authorized or incurred, whichever is later.

c. Payments shall be made within (60) days of the receipt of invoice by the Contracting

Authority, subject to adjustments if any for the previous performance.

d. The Contracting Authority shall be entitled to delay or withhold payment of any

invoice or part of it delivered by the System Integrator under this Schedule where

the Contracting Authority disputes such invoice or part of it provided that such

dispute is bona fide. The withheld amount shall be limited to that which is in

dispute. The disputed amount shall be settled in accordance with the escalation

procedure as set out in the Governance Schedule (Schedule IV of this Agreement).

Any exercise by the Contracting Authority under this Article shall not entitle the

System Integrator to delay or withhold provision of the Services.


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e. If any amount is due and payable by the System Integrator to the Contracting

Authority or Its Nominated Agencies, the same shall be either adjusted by the

System Integrator in the subsequent Invoices or Paid to the Contracting Authority in

a method as informed by the Contracting Authority or its Nominated Agencies on a

case to case basis.


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15 SCHEDULE VI – TERMS OF PAYMENT SCHEDULE

SNo Milestone Timeline

I PBG for the contract Value

A Signing of the contract 10 Days from the date of issue of the LOI

& signing of the contract = T0

SNo Milestone Timeline& Payment

II Takeover of Existing Applications & support

Activity description Time line Payment

A Takeover of Existing

Applications of AP

eProcurement &

Knowledge Transfer (KT)

T0 + 15 days

Payment will be made to the existing

System Integrator till the takeover & KT

completed. The same has to be confirmed

by the selected SI.

III Operation and Maintenance

A Operation and Maintenance

from the date of complete

taking over & handing over

Go-live Starts

from the date

of complete

hand-over &

taken over

process

completed &

Knowledge

Transfer (KT)

Payment shall be made in equated

quarterly instalments on completion of

each Quarter and certification by ITE&C

Department for the contract period and

submission of the invoice with required

documents/ certification.

IV Exit Management

A Exit Management,

Knowledge Transfer and

Acceptance by the

department

T0 + 36 Months Payment of Last quarter payment and

return of PBG

Total towards Exit Management Return of the PBG after deducting

penalties, if any.


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16 SCHEDULE VII – O&M SCHEDULE

SNo Milestone Deliverables from SI

Operations and Maintenance

1 Signing of the Contract Performance Bank Guarantee 10 % of total contract value

2 Third Party Audit a. Application Audit Compliance and Security Certification

from Third Party Agency, as per the time schedule.

b. Source code after completion of every audit.

a. Submission of MIS reports along with other artifacts

such as analytical and statistical models, custom

algorithms if any and other relevant artifact to

departments as per the requirements in terms of

monthly, quarterly, half-yearly and annual

b. Call Log & Resolution Reports for Helpdesk.

c. Daily/ Weekly/ Fort-nightly/ Monthly Performance

Monitoring Reports

d. Operational Document on Strategic Control over the

Project.

e. Quarterly Report for Operations and Maintenance

Activities carried out during the quarter.

f. Software change logs, etc.

g. Annual Certification stating all patches/ upgrades/

service releases have been properly installed

c. Other Reports as mentioned in the Scope of Work.


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17 SCHEDULE VIII - ROLES AND RESPONSIBILITIES

17.1 ROLES AND RESPONSIBILITIES OF ITE&C DEPARTMENT

1. Approval of budget and releasing the funds

2. Management of funds for APeProcurement Application Platform

3. Provision of the Hardware infrastructure at APSDC/ cloud infrastructure/ supply

and procurement would be responsible of the ITE&C department

4. Owning the critical assets of the Project

5. Ensuring that all the APTS/ITE&C departments and constituent organizations

take active part in the project.

6. Releasing the funds as per the recommendations of the Contracting Authority

7. Periodic project progress review with the project committees

8. Issuing directions to the PM and System Integrator as may be needed

9. Administration, Support and Maintenance of APeProcurement Platform

10. Overall implementation responsibility of the APeProcurement Platform.

11. Issue contract amendments as required based on the recommendations Project

Manager.

12. Act as the single point of contact for various reviews with the Government

13. Coordinate with the departments of the APeProcurement Platform for successful

implementation of the project.

14. Assist PM & Coordinate with the System Integrator to finalize the updated

functional requirements (FRS) of the respective APeProcurement Platform of

identified departments.

15. Assist PM & Coordinate with the System Integrator to finalize training schedules

for the employees of the respective departments who would be using

APeProcurement Platform.

16. Assist PM & Provide the system integrator all available documentation on

business processes and forms that are used by the department.

17. Participate in the UAT of the APeProcurement Platform application and provide

inputs for enhancements.

18. Monitor the performance of the System Integrator on regular intervals.

19. SLA monitoring and clearance of invoices raised by the System Integrator on

time.

20. Facilitate in getting adequate space and racks in the Data center and DR Center

to host the APeProcurement application Platform. Provision of the computing

infrastructure at APSDC or at cloud infrastructure.


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21. Evaluate change requests raised by the System Integrator and ensuring timely

approval on the change request effort estimations.

22. Perform validation of all the deliverables with regards to set-up, configuration,

administration, O&M, and upgrade of the Platform.

23. Appoint 3rd party agencies for security audits or any other audit through APTS.

24. Strive to get necessary government orders for higher adoption of the Platform

and on-boarding of departments.

25. Monitor the progress of the program with respect to adherence to timelines.

Evaluate the reasons for deviation from timelines and take necessary corrective

actions in concurrence with the stakeholders responsible for the same.

26. Monitor and evaluate the risks of the program, communicate the same to the

stakeholders and formulate an appropriate risk mitigation strategy.

27. Ensure timely receipt of deliverables from the System Integrator and initiate

corrective action in case of default

28. Provide approval of the deliverables in consultation with the APTS/PM wherever

necessary within 15 days from the date of receipt of the deliverables from the

System Integrator. The time lag attributed due to the delay in providing the

feedback shall not be considered while computing the Liquidated Damages.

29. Planning and executing the communication plan between the stakeholders.

30. Conduct timely reviews of the program with all the stakeholders to evaluate the

progress, form action plans, identify scope for improvement of quality and

productivity.

31. Monitor the Implementation and Operational SLAs of the System Integrator.

Calculate the penalty due to deviation from the SLA.

32. Define the change control procedure and track the same to ensure that the

program scope and timelines are not affected.

33. Receive the invoices from the System Integrator, ensure correctness of the same

and facilitate timely disbursal of payment to the System Integrator.

34. Coordinate with the APTS, System Integrator to ensure that the training and

change management programs are conducted smoothly and their objectives are

met.

35. Call for the Policy matter issues and to resolve by convening the steering

committee etc.

36. Call for Design/ Technical issues and to resolve by convening the meeting.

37. Conduct exit tests for the participants of the training programs; evaluate the

results of the same and the feedback of the participants. Recommend re-training

of the batch if the performance is poor or if the objectives of the training plan

have not been met.


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38. Facilitate the termination and exit management processes as per the need.

17.2 ROLES AND RESPONSIBILITIES OF APTS

1. RFP issuance, bid process management and contract preparation

2. Engaging a third party for audit of security & controls of the application &

infrastructure on behalf of ITE&C dept.

3. Selection/ engaging of security audits as per the directions of ITE&C.

4. Selection SI for O&M of APeProcurement application platform

17.3 ROLES AND RESPONSIBILITIES OF SYSTEM INTEGRATOR

1. Subject to the requirements specified in this RFP, System Integrator will be

responsible for providing:

i. Complete the scope of work detailed in the RFP.

ii. Maintenance and operations of the APeProcurement application .

iii. Infrastructure and Hardware maintenance including performance tuning.

iv. Training on the application software, training on general computer skills,

soft skills, and customer service & delivery as applicable and mentioned

in the RFP

v. Change management and communication strategy & implementation

vi. Compliance with the SLAs

vii. Raise all invoices for payment as per the agreed payment schedule and

submit the same to the Contracting Authority.

viii. Setup technical Helpdesk, grievance handling and Operate Help Desk

ix. Provide application support for the entire contract period wherever

applicable

x. Development and maintenance of the Platform as mentioned in this RFP

and to comply with all necessary standards and regulations.

xi. Responsible for day to day operation of the Platform including reporting,

issue resolution of tickets etc. pertaining to the Platform.

xii. Undertake all the tasks related to hosting, deployment and operation for

smooth functioning of Platform on cloud, if required.

xiii. Responsible for creation, documentation and publishing of APIs for

departments and external entities/ third parties, if required.

xiv. Responsible for procuring/ developing all the necessary software tools for

deployment and running of the Platform to meet the SLAs.

xv. Create support and ticket management system and provide help desk

personnel who can communicate in English.


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xvi. Work closely with PM, ITE&C Department to manage day to day

relationship SDC and line departments or any other entity as identified by

APTS/ ITE&C Department for operationalisation and management of the

Platform.

xvii. Responsible for getting all necessary sign offs and approvals from the

Department.

xviii. Responsible for support integration of API’s/ Payment Gateways etc.

xix. Tuning & Configuration of APeProcurement Platform, if required.

xx. Supply, installation and configuration of SLA monitoring tools

xxi. In case of a failure at DC the operations of Platform, shift to DR site

without affecting the availability of platform.

xxii.

2. System Integrator shall take over the APeProcurement application Platform

module and then operate & maintain it the contract period from the date of

signing the contract.

3. Ensure that all cases of noncompliance (if any) reported in the security audit are

closed so that approval is received and audit and timelines are not violated.

4. In case of termination/ completion of this contract, it is the responsibility of the

System Integrator to transfer the knowledge to the new System Integrator

identified by APTS/ ITE&C Department or its nominated Agency defined in the

RFP; and shall the new System Integrator be on board before 1 (one) month of

the completion of this contract.

17.4 ROLES AND RESPONSIBILITIES OF OTHER DEPARTMENTS

1. Nominate one nodal officer from each department

2. Assist PM & Coordinate with the System Integrator to finalize and update

functional requirements (FRS) of the respective departments requirement.

3. Assist PM & Coordinate with the System Integrator to finalize training schedules

for the employees of the respective departments.

4. Assist PM & Provide the System Integrator for all available documentation on

business processes and forms that are used by the department.

5. Participate in the UAT of the application and provide inputs for enhancements.

6. Assist PM in Review and approve the change requests, technical, functional

proposed by the System Integrator.

7. Ensuring that all the participating departmental divisions and constituent

organizations take active part in the project.


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8. Ensuring that all the legal amendments and processes are carried out where

occasioned by the re-designed processes.

9. Facilitate the communication program for popularizing the usage of

APeProcurement Application and for encouraging bidders to access various

reports developed under this portal for availing various services.

10. Appoint single point of contact to work with SI/ ITE&C Department for any

technical and non-technical assistance in carrying out O&M.

11. Identify services and finalize scope, specifications and all necessary sign off of

services for the applications on the Platform.

17.5 ROLES AND RESPONSIBILITIES OF STATE DATA CENTER

1. Provide necessary inputs and support to the System Integrator to develop web

services that help the APeProcurement Platform, interact with the existing

applications hosted on the SDC.

2. Provide necessary information on applications and services hosted on the SDC,

NIC and other data centers or clouds of private vendors with regard to nature of

interaction with the APeProcurement Platform and data exchanged with the

same.

3. Adopt security standards so that the existing applications are compliant with the

same.

4. Provide VPN and other access controls to the System Integrators.

5. SDC will provide servers, data storage, network facility, data security, operating

systems and monitoring software.

6. SDC is responsible for network and hardware availability.

7. SDC will provide all the information related to network infrastructure, internet

connectivity, power backups for smooth functioning of the Application.

8. SDC will provide necessary arrangement for periodic backup of the data,

software and other related configurations of Platform in DC and DR.


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SCHEDULE IX - SERVICE LEVEL AGREEMENTS (SLA)

The section outlines the key service level requirements for the project, which needs to

be ensured by the System Integrator during the operations and maintenance period.

These performance requirements shall be strictly imposed and a third party

audit/certification agency shall be deployed for certifying the performance of the

System Integrator against the target performance metrics as outlined in the table below.

The SLA monitoring shall be performed/reviewed on a monthly basis. During the

contract period, it is envisaged that there could be changes to the SLA, in terms of

addition, alteration or deletion of certain parameters, based on mutual consent of both

the parties i.e. Contracting Authority and System Integrator.

17.6 SLA DEFINITION & MEASUREMENT

The SLA specifies the expected levels of service to be provided by the SI to the various

stakeholders of the Project. Payment payable to the SI is linked to the compliance with

the SLA metrics laid down in the table provided as Annexure II to Schedule IX of the

MSA. The table also specifies the limits and metrics for lower/ higher performance and

breach levels.

The following points clarify the manner in which the SLA metrics operate:

a. A set of parameters have been identified as key to ensuring the desired

performance level of APeProcurement Application Platform.

b. The table lists out the baseline performance level, method of measurement and

how low/ high performances will be treated.

c. The SI will get full quarterly payment if the baseline performance metrics are

complied. The SI will get lesser payment in case of a lower performance on any

parameter.

17.7 SLA METRICS

The Service Level metrics that define the Service Levels, the method of measurement of

each SLA and the credits or SLA scores for the baseline, lower performance and higher

performance are specified in Annexure II of the Volume III of the RFP

17.8 SLA MONITORING

The aforementioned SLA parameters shall be measured on a daily/ weekly/ monthly/

quarterly basis as per the individual SLA parameter requirements, through appropriate

SLA Measurement tools to be designed by the SI for the purpose and audited by a 3rd

party for accuracy and reliability. If the performance of the system/services is degraded

significantly at any given point in time during the contract and if the immediate

measures are not implemented and issues are not rectified to the complete satisfaction


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of Contracting Authority or an agency designated by them, then Contracting Authority

will have the right to take appropriate corrective actions including termination of the

contract. It is to be noted that if the overall penalty applicable in any quarter exceeds

10%; then Contracting Authority shall have the right to terminate the contract. The SLAs

defined in Schedule IX of the MSA, shall be reviewed on an annual basis as Contracting

Authority decides after taking the advice of the System Integrator, PM and other

stakeholders. All the changes would be made by Contracting Authority after

consultation with the System Integrator. The changes made should not result in undue

financial advantage to the System Integrator. Refer Annexure II for detailed Service

Level Agreements.


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18 SCHEDULE X - MANDATORY COMPLIANCES

The System Integrator shall submit undertakings w.r.t mandatory compliances and

declaration on Company Letterhead in the prescribed format listed as below:

i. Non-Disclosure Agreement (NDA)

ii. Undertaking on IPR and Patent Rights

iii. Undertaking on Non-malicious Code Certificate

iv. Undertaking on Provision for Support for Software

v. Undertaking on Service Level Compliance

vi. Undertaking on Deliverables

vii. Undertaking on Training for Users

viii. Undertaking on Support to Certification

ix. Undertaking on Exit Management and Transition

x. Undertaking on Continuous Improvement

xi. Undertaking on Personnel

18.1 Form U1: Non-Disclosure Agreement (NDA)

This AGREEMENT (hereinafter called the “Agreement”) is made on the [day] day of the

month of [month], [year], between, APTS/ITE&C Department on the one hand,

(hereinafter called the “Contracting Authority”) and, on the other hand, [Name of the

bidder] (hereinafter called the “System Integrator”) having its registered office at

[Address]

WHEREAS

The “Contracting Authority” has issued a public notice inviting various organizations to

propose for hiring services of an organization for provision of services under the


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Implementation of APeProcurement Application Platform Project of APTS/ITE&C

Department of GoAP (hereinafter called the “Project”) of the Contracting Authority;

The System Integrator, having represented to the “Contracting Authority” that it is

interested to bid for the proposed Project,

The Contracting Authority and the System Integrator agree as follows:

1. In connection with the “Project”, the Contracting Authority agrees to provide to

the System Integrator a Detailed Document on the Project vide the Request for

Proposal contained in two volumes. The Request for Proposal contains details

and information of the Contracting Authority operations that are considered

confidential.

2. The System Integrator to whom this Information (Request for Proposal) is

disclosed shall:

a. Hold such Information in confidence with the same degree of care with

which the System Integrator protects its own confidential and proprietary

information;

b. Restrict disclosure of the Information solely to its employees, agents and

contractors with a need to know such Information and advice those persons

of their obligations hereunder with respect to such Information;

c. Use the Information only as needed for the purpose of bidding for the

Project;

d. Except for the purpose of bidding for the Project, not copy or otherwise

duplicate such Information or knowingly allow anyone else to copy or

otherwise duplicate such Information; and

e. Undertake to document the number of copies it makes

f. On completion of the bidding process and in case unsuccessful, promptly

return to the Contracting Authority, all Information in a tangible form or

certify to the Contracting Authority that it has destroyed such Information.

3. The System Integrator shall have no obligation to preserve the confidential or

proprietary nature of any Information which:

a. Was previously known to the System Integrator free of any obligation to

keep it confidential at the time of its disclosure as evidenced by the System

Integrator’s written records prepared prior to such disclosure; or

b. Is or becomes publicly known through no wrongful act of the System

Integrator; or


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c. Is independently developed by an employee of the System Integrator not

associated with the Project and who did not have any direct or indirect

access to the Information.

4. The Agreement shall apply to all Information relating to the Project disclosed by

the Contracting Authority to the System Integrator under this Agreement.

5. The Contracting Authority will have the right to obtain an immediate injunction

enjoining any breach of this Agreement, as well as the right to pursue any and all

other rights and remedies available at law or in equity for such a breach.

6. Nothing contained in this Agreement shall be construed as granting or conferring

rights of license or otherwise, to the System Integrator, in any of the

Information. Notwithstanding the disclosure of any Information by the

Contracting Authority to the System Integrator, the Contracting Authority shall

retain title and all intellectual property and proprietary rights in the Information.

No license under any trademark, patent or copyright, or application for same

that are now or thereafter may be obtained by such party is either granted or

implied by the conveying of Information. The System Integrator shall not alter or

obliterate any trademark, trademark notice, copyright notice, confidentiality

notice or any notice of any other proprietary right of the Contracting Authority

on any copy of the Information, and shall reproduce any such mark or notice on

all copies of such Information.

7. This Agreement shall be effective from the date the last signature is affixed to

this Agreement and shall continue in perpetuity.

8. Upon written demand of the Contracting Authority, the System Integrator shall

(i) Cease using the Information,

(ii) Return the Information and all copies, notes or extracts thereof to the

Contracting Authority forthwith after receipt of notice, and

(iii) Upon request of the Contracting Authority, certify in writing that the

System Integrator has complied with the obligations set forth in this

paragraph.

9. This Agreement constitutes the entire agreement between the parties relating to

the matters discussed herein and supersedes any and all prior oral discussions

and/or written correspondence or agreements between the parties. This

Agreement may be amended or modified only with the mutual written consent

of the parties. Neither this Agreement nor any right granted hereunder shall be

assignable or otherwise transferable.

10. Confidential information is provided “as is” with all faults. In no event shall the

Contracting Authority be liable for the accuracy or completeness of the

confidential information.


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11. This Agreement shall benefit and be binding upon the Contracting Authority and

the System Integrator and their respective subsidiaries, affiliate, successors and

assigns.

12. Agreement shall be governed by and construed in accordance with the Indian

laws.

For and on behalf of the System Integrator

(Signature) ______

(Name of the Authorized Signatory)


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18.2 Form U2: Undertaking on IPR and Patent Rights

[Company letterhead]

To, [Date]

The Managing Director,

APTS, Vijayawada.

Sub: Undertaking on IPR and Patent Rights

Sir,

1. I/We as System Integrator (SI) do hereby undertake that none of the deliverables/ source code

being provided by us is infringing on any patent or intellectual and industrial property rights as

per the applicable laws of relevant jurisdictions having requisite competence.

2. I/We also confirm that there shall be no infringement of any patent or intellectual and industrial

property rights as per the applicable laws of relevant jurisdictions having requisite competence,

in respect of the equipment’s, systems or any part thereof to be supplied by us. We shall

indemnify the Contracting Authority against all cost/ claims/ legal claims/ liabilities arising from

third party claim in this regard at any time on account of the infringement or unauthorized use of

patent or intellectual and industrial property rights of any such parties, whether such claims arise

in respect of manufacture or use. Without prejudice to the aforesaid indemnity, the SI shall be

responsible for the completion of the supplies including spares and uninterrupted use of the

equipment and/or system or any part thereof to the Contracting Authority and persons

authorized by the Contracting Authority irrespective of the fact of claims of infringement of any

or all the rights mentioned above.

3. If it is found that it does infringe on patent rights, I/We absolve the Contracting Authority of any

legal action and reserves the right to terminate the contract without any compensation to the

system Integrator

4. We, hereby solemnly affirm to the IPR and Source Code rights as defined in the RFP of the

Contract Agreement. In the event of any deviation from the factual information/ declaration, the

Contracting Authority reserves the right to terminate the Contract without any compensation to

the System Integrator.

Yours faithfully,

Authorized Signatory

Designation


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18.3 Form U3: Non- Malicious Code Certificate


To, [Date]


APTS, Vijayawada.

Sub: Non-Malicious Code Certificate

Sir,

I/We hereby certify that the software being offered/ developed as part of the contract

does not and will not contain any kind of malicious code that would activate procedures

to:

A. Inhibit the desired and the designed function of the equipment/ solution.

B. Cause damage to the user or his equipment/ solution during the operational

exploitation of the equipment/ solution.

C. Tap information regarding network, network users and information stored

on the network that is classified and/or relating to Security.

There are/will be no Trojans, Viruses, Worms, Spy wares or any malicious software on

the system and in the software offered or software that will be developed.

Without prejudice to any other rights and remedies available to the Contracting

Authority, we are liable under Information Technology Act 2000 and subsequent

amendments and Indian Penal Code, 1860 and subsequent amendments in case of

physical damage, loss of information and those relating to copyright and Intellectual

Property rights (IPRs), caused due to activation of any such malicious code in offered/

developed software.

Yours faithfully,


Designation


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18.4 Form U4: Undertaking on Provision for Software Support


To, [Date]


APTS, Vijayawada.

Sub: Undertaking on Pricing of Items of Technical Response

Sir,

I/We do hereby undertake that Commercial Proposal submitted by us is inclusive of all

the items in the technical proposal and is inclusive of all the clarifications provided/ may

be provided by us on the technical proposal during the evaluation of the technical offer.

We understand and agree that our Commercial Proposal is firm and final and that any

clarifications sought by you and provided by us would not have any impact on the

Commercial Proposal submitted by us.

Yours faithfully,


Designation


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18.5

18.6 Form U5: Undertaking on Service Level Compliance


To, [Date]


APTS, Vijayawada.

Sub: Undertaking on Service Level Compliance

Sir,

1. I/We as System Integrator do hereby undertake that we shall monitor, maintain,

and comply with the service levels stated in the RFP to provide quality service to

the Contracting Authority.

2. However, if the proposed number of resources is found to be not sufficient in

meeting the tender and/or the Service Level requirements given by State, then

we will augment the team without any additional cost to the Contracting

Authority.

Yours faithfully,


Designation


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18.7 Form U6: Undertaking on Deliverables


To, [Date]


APTS, Vijayawada.

Sub: Undertaking on Deliverables

Sir,

I/We as System Integrator do hereby undertake the adherence of required Certification

or above standards to the processes, deliverables/ artefact to be submitted to the

Contracting Authority proposed as part of the Software for APeProcurement Platform

modules.

We also recognize and undertake that the Deliverables/ artefacts shall be presented and

explained to the APTS/ITE&C Department and other key stakeholders (identified by

Contracting Authority), and also take the responsibility to provided clarifications as

requested by the Contracting Authority .

We also understand that the acceptance, approval and sign-off of the deliverables by

the Contracting Authority will be done on the advice of PM. We understand that while

all efforts shall be made to accept and convey the acceptance of each deliverable in

accordance with the project schedule, no deliverable will be considered accepted until a

specific written communication to that effect is made by the Contracting Authority

Yours faithfully,

Authorized Signatory and Designation


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18.8 Form U7: Undertaking on Training the Users


[Date]

To


APTS, Vijayawada.

Sub: Undertaking on Training the Users

Sir,

1. I/We hereby undertake to train users (to be identified by the Contracting

Authority) as per APeProcurement Application Platform requirements stated in

the Request for Proposal (RFP). We further undertake that:

a. We shall carry out a comprehensive training needs analysis and

accordingly design the training program

b. Our training program would include, at the minimum, classroom training

followed by supervised work sessions

2. We shall prepare all necessary training materials and deliver the training

Yours faithfully,

Authorized Signatory & Designation


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18.9 Form U9: Undertaking on Support to Certification


To

[Date]


APTS, Vijayawada.

Sub: Undertaking on Support to Certification

Sir,

1. I/We understand that application (including the application and the associated IT

systems) have to be certified by a 3rd

party agency (to be identified by the APTS)

before the system is commissioned.

2. I/We hereby undertake that we shall do all that is required of the System

Integrator to ensure that system will meet all the conditions required for

successful certification.

Yours faithfully,


Designation


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18.10 Form U9: Undertaking on Exit Management and Transition


To, [Date]


APTS, Vijayawada.

Sub: Undertaking on Exit Management and Transition

Sir,

1. I/We hereby undertake that at the time of completion of the engagement, we

shall successfully carry out the exit management and transition (to the

APTS/ITE&C Department or to an agency identified by the Contracting Authority)

to the Department’s satisfaction.

2. I/We further undertake to complete the following as part of the Exit

Management and Transition:

i. Capacity Building at the APTS/ITE&C Department

a. We undertake to design team/organization structure at the APTS/ITE&C

Department to manage the system

b. We undertake to carry out an analysis of the skill set requirement at the

APTS/ITE&C Department to manage system and carry out the training &

knowledge transfer required at the APTS/ITE&C Department to manage

system

ii. Transition of project artefacts and assets

c. We undertake to complete the updating of all project documents and

other artefacts and handover the same to the Contracting Authority

before transition

d. We undertake to design Standard Operating Procedures to manage

system (Including application and IT systems), document the same and

train the APTS/ITE&C Department personnel on the same.

3. I/We also understand that the Exit Management and Transition will be

considered complete on the basis of approval from the APTS/ITE&C Department.

Yours faithfully,


Designation


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18.11 Form U10: Undertaking on Continuous Improvement


To, [Date]


APTS, Vijayawada.

Sub: Undertaking on Continuous Improvement

Sir,

1. I/We understand that Continuous improvement of application is highly critical

for the APTS/ITE&C Department and that the System Integrator is expected to be

the prime driver of continuous improvement during the application management

phase.

2. I/We also understand that the improvements proposed as part of this

Continuous Improvement initiative will not be the usual run-of-the-mill

enhancements, but will be significant changes that result in a quantum leap in

meeting user needs and improving the outcomes in policing.

3. I/We further understand that whether a proposed change forms part of

Continuous Improvement or is a minor change that will have to be incorporated

into the application as part of the Application Management Services will be

determined by the PM of ITE&C Department/ APTS.

Yours faithfully,


Designation


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18.12 Form U11: Undertaking on Personnel


To, [Date]


APTS, Vijayawada.

Sub: Undertaking on Personnel

Sir,

1. I/We as System Integrator do hereby undertake that those persons, whose profiles

were part of the basis for evaluation of the bids and have been identified as “Key

Personnel” Contracting Authority for the design and development of software for

the project, shall be deployed during the Project as per our bid submitted in

response to the RFP.

2. We undertake that any of the identified “Key Personnel” shall not be removed or

replaced without the prior written consent of the Contracting Authority.

3. Under exceptional circumstances, if the Key Personnel are to be replaced or

removed, we shall put forward the profiles of personnel being proposed as

replacements, which will be either equivalent or better than the ones being

replaced. However, whether these profiles are better or equivalent to the ones

being replaced will be decided by the Contracting Authority. The Contracting

Authority will have the right to accept or reject these substitute profiles.

4. We also undertake to staff the Project with competent team members in case any

of the proposed team members leave the Project either due to voluntary severance

or disciplinary actions against them.

5. We acknowledge that the Contracting Authority has the right to seek the

replacement of any member of the Project team being deployed by us, based on

the assessment of the Contracting Authority that the person in question is

incompetent to carry out the tasks expected of him/her or found that person does

not really possess the skills/ experience/ qualifications as projected in his/her

profile or on the ground of security concerns or breach of ethics.

6. In case we assign or reassign any of the team members, we shall be responsible, at

our expense, for transferring all appropriate knowledge from personnel being

replaced to their replacements within a reasonable time.

Yours faithfully,

Authorized Signatory & Designation


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19 ANNEXURE II: SERVICE LEVEL AGREEMENTS

19.1 SERVICE LEVEL AGREEMENTS

This section describes the service levels to be established for the Services offered by the

SI to the APTS/ ITE&C Department. The SI shall monitor and maintain the stated service

levels to provide quality service to APeProcurement Application Platform.

DEFINITIONS a) “Scheduled Maintenance Time” shall mean the time that the System is not in

service due to a scheduled activity as defined in this SLA. The scheduled

maintenance time would not be during 16X6 timeframe. Further, scheduled

maintenance time is planned downtime with the prior permission/ approval from

APTS/ITE&C Department.

b) “Scheduled operation time” means the scheduled operating hours of the System

for the month. All scheduled maintenance time on the system would be deducted

from the total operation time for the month to give the scheduled operation

time. The total operation time for the systems and applications within the Data

Center environment and critical Contracting Authority site infrastructure will be

24X7X365. The total operation time for the Contracting Authority site systems

shall be (8:00 HRS to 21:00 HRS Technical Support) and IT Support 24X7.

c) “System or Application downtime” means accumulated time during which the

System is totally inoperable within the Scheduled Operation Time but outside the

scheduled maintenance time and measured from the time the APTS Department

and/or its employees log a call with the SI team of the failure or the failure is

known to the SI from the availability measurement tools to the time when the

System is returned to proper operation.

d) “Availability” means the time for which the services and facilities are available for

conducting operations on the system including application and associated

infrastructure. Availability is defined as:

1. {(Scheduled Operation Time – System Downtime) / (Scheduled Operation

Time)} * 100%

e) “Helpdesk Support” shall mean the (9:00 HRS to 21:00 HRS Monday to Saturday)

basis support center which shall handle Fault reporting, Trouble Ticketing and

related enquiries during this contract.


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f) “Incident” refers to any event/ abnormalities in the functioning of the Data Centre

Equipment/ Services that may lead to disruption in normal operations of the Data

Centre, System or Application services.

INTERPRETATIONS a) The business hours are 10.00 AM to 6.00 PM on all working days (Mon-Sat)

excluding Public Holidays or any other Holidays observed by the State of Andhra

Pradesh. The SI however recognizes the fact that the offices will require to work

beyond the business hours on need basis.

b) "Non-Business Hours" shall mean hours excluding “Business Hours”.

c) The SLA parameters shall be monitored on a monthly basis as per the individual

SLA parameter requirements. However, if the performance of the system/ services

is degraded significantly at any given point in time during the contract and if the

immediate measures are not implemented and issues are not rectified to the

complete satisfaction of the APTS/ITE&C Department or an agency designated by

them, then the APTS/ITE&C Department will have the right to take appropriate

disciplinary actions including termination of the contract.

d) A Service Level violation will occur if the SI fails to meet Minimum Service Levels,

as measured on a half yearly basis, for a particular Service Level. Overall

Availability and Performance Measurements will be on a monthly basis for the

purpose of Service Level reporting. An “Availability and Performance Report” will

be provided by the SI on monthly basis in the suggested format and a review shall

be conducted based on this report. A monthly Availability and Performance Report

shall be provided to Contracting Authority at the end of every month containing

the summary of all incidents reported and associated SI performance

measurement for that period. The monthly Availability and Performance Report

will be deemed to be accepted by the Contracting Authority upon review and

signoff by SI and the Contracting Authority where required, some of the Service

Levels will be assessed through audits or reports e.g. utilization reports,

measurements reports, as appropriate to be provided by the SI on a monthly basis,

in the formats as required by the Contracting Authority. The tools to perform the

audit will need to be provided by the SI. Audits will normally be done on regular

basis or as required by the Contracting Authority will be performed by the APTS or

the Contracting Authority appointed third party agencies.

e) The Post Implementation SLAs will prevail from the start of the Operations and

Maintenance Phase. However, SLAs will be subject to being redefined, to the

extent necessitated by field experience at the APTS/ITE&C Department offices and


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the developments of technology practices globally. The SLAs may be reviewed on

an annual/ bi-annual basis as the APTS/ITE&C Department decides after taking the

advice of the SI and other agencies. All the changes would be made by the

APTS/ITE&C Department in consultation with the SI.

f) The SI is expected to provide the following service levels. In case these service

levels cannot be achieved at service levels defined in the tables below, it shall

result in a breach of contract and invoke the penalty clause. Payments to the SI are

linked to the compliance with the SLA metrics laid down in the tables below. The

penalties will be computed and calculated as per the computation explained in this

section. During the contract period, it is envisaged that there could be changes to

the SLA, in terms of addition, alteration or deletion of certain parameters, based

on mutual consent of both the parties i.e. the Contracting Authority and SI.

g) During both the implementation phase and Operations Phase any two violations of

SLAs reaching the maximum limit, shall result in uncapping the penalty.

Following tables outline the key service level requirements for the system, which needs

be ensured by the SI during the operations and maintenance period. These

requirements shall be strictly imposed and either the Contracting Authority or a third

party audit/certification agency shall be deployed for certifying the performance of the

SI against the target performance metrics as outlined in the tables below.


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19.2 O&M PHASE SLAs

(To be inserted from Volume-I RFP)


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20 PERFORMANCE BANK GUARANTEE FORMAT

<Name>

<Designation>

<Address>

<Phone Nos.>

<Fax Nos.>

<Email id>

Whereas, <name of the supplier and address > (hereinafter called “System Integrator”)

has undertaken, in pursuance of contract no. <Insert Contract No.> dated. <Date> to

provide Implementation services for <name of the assignment> to APTS/ITE&C

(hereinafter called “the beneficiary/ Contracting Authority”)

And whereas it has been stipulated by in the said contract that the System Integrator

shall furnish you with a bank guarantee by a recognized bank for the sum specified

therein as security for compliance with its obligations in accordance with the contract;

And whereas we, <Name of Bank> a banking company incorporated and having its

head/registered office at <Address of Registered Office> and having one of its office at

<Address of Local Office>have agreed to give the supplier such a bank guarantee.

Now, therefore, we hereby affirm that we are guarantors and responsible to you, on

behalf of the supplier, up to a total of Rs.<Insert Value>(Rupees <Insert Value in Words>

only) and we undertake to pay you, upon your first written demand declaring the

supplier to be in default under the contract and without cavil or argument, any sum or

sums within the limits of Rs.<Insert Value>(Rupees<Insert Value in Words> only) as

aforesaid, without your needing to prove or to show grounds or reasons for your

demand or the sum specified therein.

We hereby waive the necessity of your demanding the said debt from the bidder before

presenting us with the demand.

We further agree that no change or addition to or other modification of the terms of the

contract to be performed there under or of any of the contract documents which may

be made between you and the Bidder shall in any way release us from any liability under

this guarantee and we hereby waive notice of any such change, addition or

modification.


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This Guarantee shall be valid until <Insert Date>)

Notwithstanding anything contained herein:

a. Our liability under this bank guarantee shall not exceed Rs. <Insert Value>

(Rupees <Insert Value in Words> only).

b. This bank guarantee shall be valid up to <Insert Expiry Date>

c. It is condition of our liability for payment of the guaranteed amount or any part

thereof arising under this bank guarantee that we receive a valid written claim or

demand for payment under this bank guarantee on or before <Insert Expiry

Date>) failing which our liability under the guarantee will automatically cease.

End of the Document