Government of Madhya Pradesh

REQUEST FOR PROPOSAL (RFP)

For

“Selection of System Integrator for Statewide implementation

of e-nagarpalika 2.0 Portal”

(Volume – III)
(Annexures, Schedules & Draft Agreement)
Contents
ANNEXURES .................................................................................................................................................... 3
Form-1: Letter of Technical Proposal ............................................................................................................. 3
Form 2: Bidder’s Profile .................................................................................................................................. 6
Form 3: Power of Attorney ............................................................................................................................. 7
Form 4: Details of litigationCertificate for Pending Litigation ........................................................................ 8
Form 5: Format for Bank Guarantee............................................................................................................... 9
Form 6- Certificate for undertaking for No Conflict of Interest .................................................................... 12
Form 7- Self declaration for non-black listing ............................................................................................... 13
Form 8– Self declaration for non-debarment ............................................................................................... 14
Form 9- No Deviation certificate .................................................................................................................. 15
Form 10: Letter of Financial Proposal ........................................................................................................... 16
Form 11: Financial proposal format (BOQ) ................................................................................................... 17
Schedule A: Implementation Cost ................................................................................................................ 19
Schedule B: Software (e-Nagarpalika2.0) support cost (O&M) .................................................................... 19
Schedule C: HELP DESK ................................................................................................................................. 20
Schedule D: Cloud Deployment & Support cost ........................................................................................... 20
Schedule E: Trainings.................................................................................................................................... 20
Schedule F: Licenses and AMC Cost. ............................................................................................................ 20
Form 12: Format for Curriculum Vitae ......................................................................................................... 21
Form 13: Pre-Qualification Documents Checklist. ........................................................................................ 22
Form 14: Technical-Qualification Documents Checklist. .............................................................................. 23
APPENDIX I DRAFT AGREEMENT (This is Draft Agreement should not be treated as Final Agreement) ...... 24
 ANNEXURES

ANNEXURE I: TECHNICAL PROPOSAL

Form-1: Letter of Technical Proposal

(On Bidder’s letter head)

Date Reference

To,

……………………………

……………………………

Sub: Submission of the Technical bid for Selection of System Integrator for Statewide
implementation of e-Nagarpalika 2.0 Portal

Dear Sir,

1. With reference to your RFP Document dated.................... , I/We, having examined all
relevant documents and understood their contents, hereby submit our
Proposal. Theproposal is unconditional and unqualified.

2. I/We acknowledge that the Authority will be relying on the information provided in
theProposal and the documents accompanying the Proposal, and we certify that
all information provided in the Proposal and in the Annexures is true and correct,
nothing has been omitted which renders such information misleading; and all
documents accompanying such Proposal are true copies of their respective
originals.

3. This statement is made for the express purpose of the aforesaid Project.

4. I/We shall make available to the Authority any additional information it may
deem necessary or require for supplementing or authenticating the Proposal.

5. I/We acknowledge the right of the Authority to reject our application without
assigningany reason or otherwise and hereby waive our right to challenge the
same on any account whatsoever.

6. I/We certify that in the last three years, we or any of our Associates have neither
 failedto perform on any contract, as evidenced by imposition of a penalty by an
arbitral or judicial authority or a judicial pronouncement or arbitration award
against the Applicant.

7. I/We declare that:

(a) I/We have examined and have no reservations to the RFP Documents,
includingany Addendum issued by the Authority.

(b) I/We do not have any conflict of interest in accordance with the RFP Document.

(c) I/We have not directly or indirectly or through an agent engaged or

indulged in any corrupt practice, fraudulent practice, coercive practice,
undesirable practice,or restrictive practice, as defined in Section 4.19 of
the RFP document, in respect of any tender or request for proposal issued
by or any agreement entered with the Authority or any other public sector
enterprise or any government,
Central or State; and

(d) I/We hereby certify that we have taken steps to ensure that in conformity
withthe provisions of Section 4.19 of the RFP, no person acting for us or
on our behalf will engage in any corrupt practice, fraudulent practice,
coercive practice,undesirable practice, or restrictive practice.

8. I/We certify that regarding matters other than security and integrity of the country,
weor any of our Associates have not been convicted by a Court of Law or indicted
or adverse orders passed by a regulatory authority which would cast a doubt on
our abilityto undertake the Consultancy for the Project or which relates to a grave
offence that outrages the moral sense of the community.

9. I/We hereby irrevocably waive any right or remedy which we may have at any
stage atlaw or howsoever otherwise arising to challenge or question any decision
taken by theAuthority [and/ or the Government of India] in connection with the
selection of consultant or in connection with the Selection Process itself in
respect of the above-mentioned Project.

10. I/We agree and understand that the proposal is subject to the provisions of the
RFP document. In no case, shall I/we have any claim or right of whatsoever nature
if the Consultancy for the Project is not awarded to me/us or our proposal is not
opened or rejected.

11. A Power of Attorney in favor of the authorized signatory to sign and submit this
Proposal and documents is attached herewith in Form 3.
12. The Financial Proposal is being submitted in a separate cover. This Technical
Proposal read with the Financial Proposal shall constitute the Application which
shall be binding on us.

13. I/We agree and undertake to abide by all the terms and conditions of the
RFPDocument.

In witness thereof, I/we submit this Proposal under and in accordance with the terms
of theRFP Document.

Yours faithfully,

(Signature, name, and designation of the authorized signatory)

(Name and seal of the Applicant)
 Form 2: Bidder’s Profile
(On Bidder’s letter head)

S.N. Item Bidder’s Response

1. Name and address of the Firm
2. Brief Description of the Organization
3. Year of Incorporation
4. PAN
5. GSTN
6 CIN
7. Name, designation, address, and phone
numbers of authorized signatory of theBidder.

(Signature, name, and designation of the authorized signatory)

 Form 3: Power of Attorney
(On Bidder’s letter head)

We, ............................................................................................. (name of Firm and address of

the registered office) do hereby constitute, nominate, appoint, and authorize
Mr./Ms........................................ son/daughter/wife and presently residing at
..............................., who is presently employed with/ retained by us and holding the position
of .................... as our true and lawful attorney (hereinafter referred to as the “Authorized
Representative”) to do in our name and on our behalf, all such acts, deeds and things as are
necessary or required in connection with or incidental to submission of our Proposal for
“Selection of System Integrator for State wide implementation of e-nagarpalika 2.0 Portal”,
Urban Administration and Development Department including but not limited to signing and
submission of all applications,proposals and other documents and writings, participating in
pre-bid and other conferences and providing information/ responses to the Authority,
representing us in all matters before the Authority, signing and execution of all contracts and
undertakings consequent to acceptance of our proposal and generally dealing with the
Authority in all matters in connection with or relating to or arising out of our Proposal for the
said Project and/or uponaward thereof to us till the entering into of the Agreement with the
Authority.

AND we do hereby agree to ratify and confirm all acts, deeds and things lawfully done or
caused to be done by our said Authorized Representative pursuant to and in exercise of the
powers conferred by this Power of Attorney and that all acts, deeds, and things done by our
said Authorized Representative in exercise of the powers hereby conferred shall always be
deemed to have been done by us.

IN WITNESS WHEREOF WE, .................... THE ABOVE-NAMED PRINCIPAL HAVE EXECUTED

THIS POWER OF ATTORNEY ON THIS ............ DAY OF ....................................................... , 20**

For .......................................

(Signature, name, designation, and address)

Witnesses:

Accepted

......................................

(Signature, name, designation, and address of the Attorney)

 Form 4: Details of litigation Certificate for Pending Litigation
(On Bidder’s letter head)

We confirm that our organization < insert name of organization> as on date of submission of
the proposal for RFP # <…….> Dated <…..> for Selection of an Agency for UADD- Madya Pradesh
for E-nagapalika has not been involved in any litigation which may include but not be limited
to fraud, FEMA violations that may have an impact of affecting or compromising the delivery
of services as required under this RFP.

Sincerely,

(Signature of the Authorized signatory of the Bidder)

(Name, Designation, Seal, Date, Place, Business Address)

 Form 5: Format for Bank Guarantee
(To be executed on Stamp paper of appropriate value)
B.G. No. Dated:
To,
………..
………………

1. In consideration of you, the ………, having its office at ……… (hereinafter referred to as the
“Authority”, which expression shall unless it be repugnant to the subject or context
thereof include its, successors, and assigns) having agreed to receive the Bid of
and having its registered office at (hereinafter referred to as the
“Bidder” which expression shall unless it be repugnant to the subject or context thereof
include its/their executors administrators, successors and assigns), for “Selection of
System Integrator for State wide implementation of e-nagarpalika 2.0 Portal”
(hereinafter referred to as the “Project”) pursuant to the RFP Document dated *****
issued in respect of the Project(s) and other related documents (hereinafter collectively
referred to as “Bidding Documents”), we [Name of the Bank] having our registered office
at and one of its branches at ……. (Hereinafter referred to as the “Bank”), at the
request of the Bidder, do hereby in terms of the RFP, irrevocably, unconditionally and
without reservation guarantee the due and faithful fulfilment and compliance of the
terms and conditions of the Bidding Documents (including the RFP) by the said Bidder
and unconditionally and irrevocably undertake to pay forthwith to the Authority an
amount of Rs. ……………… (Rupees …………………only) as bid security (hereinafter referred
to as the “Bid Security”) as our primary obligation without any demur, reservation,
recourse, contest, or protest and without reference to the Bidder if the Bidder shall fail
to fulfil or comply with all or any of the terms and conditions contained in the said
Bidding Documents.

2. Any such written demand made by the Authority stating that the Bidder is in default of
the due and faithful fulfilment and compliance with the terms and conditions contained
in the Bidding Documents shall be final, conclusive, and binding on the Bank.

a) We, the Bank, do hereby unconditionally undertake to pay the amounts due and
payable under this Guarantee without any demur, reservation, recourse, contest
or protest and without any reference to the Bidder or any other person and
irrespective of whether the claim of the Authority is disputed by the Bidder or not
merely on the first demand from the Authority stating that the amount claimed is
due to the Authority by reason of failure of the Bidder to fulfil and comply with the
terms and conditions contained in the Bidding Documents including failure ofthe
said Bidder to keep its Bid open during the Bid validity period as set forth in the
said Bidding Documents for any reason whatsoever. Any such demand made
 on the Bank shall be conclusive as regards amount due and payable by the Bank
under this Guarantee. However, our liability under this Guarantee shall be
restricted to an amount not exceeding Rs…………… (Rupees ……… only).

b) This Guarantee shall be irrevocable and remain in full force for a period of
………days from the Bid Due Date and a claim period of ….. or for such extended
period as may be mutually agreed between the Authority and the Bidder, and
agreed to by the Bank, and shall continue to be enforceable till all amounts under
this Guarantee have been paid.

c) We, the Bank, further agree that the Authority shall be the sole judge to decide as
to whether the Bidder is in default of due and faithful fulfilment and compliance
with the terms and conditions contained in the Bidding Documents including, inter
alia, the failure of the Bidder to keep its Bid open during the Bid validity period set
forth in the said Bidding Documents, and the decision of the Authority that the
Bidder is in default as aforesaid shall be final and binding on us, notwithstanding
any differences between the Authority and the Bidder or any dispute pending
before any court, tribunal, arbitrator or any other authority.

d) The Guarantee shall not be affected by any change in the constitution or winding
up of the Bidder or the Bank or any absorption, merger or amalgamation of the
Bidder or the Bank with any other person.

e) To give full effect to this Guarantee, the Authority shall be entitled to treat the
Bank as the principal debtor. The Authority shall have the fullest liberty without
affecting in any way the liability of the Bank under this Guarantee from time to time
to vary any of the terms and conditions contained in the said BiddingDocuments or
to extend time for submission of the Bids or the Bid validity periodor the period for
conveying acceptance of Letter of Award by the Bidder or the period for fulfilment
and compliance with all or any of the terms and conditions contained in the said
Bidding Documents by the said Bidder or to postpone forany time and from time
to time any of the powers exercisable by it against the said Bidder and either to
enforce or forbear from enforcing any of the terms and conditions contained in the
said Bidding Documents or the securities available to the Authority, and the Bank
shall not be released from its liability under these presents by any exercise by the
Authority of the liberty with reference to the matters aforesaid or by reason of
time being given to the said Bidder or any other forbearance, act or omission on
the part of the Authority or any indulgence by theAuthority to the said Bidder or
by any change in the constitution of the Authority or its absorption, merger or
amalgamation with any other person or any other matter or thing whatsoever
which under the law relating to sureties would but for this provision have the effect
of releasing the Bank from its such liability.
 f) Any notice by way of request, demand or otherwise hereunder shall be
sufficiently given or made if addressed to the Bank and sent by courier or by
registered mail to the Bank at the address set forth herein.

g) We undertake to make the payment on receipt of your notice of claim on us

addressed to [the Bank at its branch address given aforesaid] which branch shall
be deemed to have been duly authorized to receive the said notice of claim.

h) It shall not be necessary for the Authority to proceed against the said Bidder before
proceeding against the Bank and the guarantee herein contained shall be
enforceable against the Bank, notwithstanding any other security which the
Authority may have obtained from the said Bidder or any other person and which
shall, at the time when proceedings are taken against the Bank hereunder, be
outstanding or unrealized.

i) We, the Bank, further undertake not to revoke this Guarantee during its currency
except with the previous express consent of the Authority in writing.

j) The Bank declares that it has power to issue this Guarantee and discharge the
obligations contemplated herein, and the undersigned is duly authorized and has
full power to execute this Guarantee for and on behalf of the Bank.

Signed and Delivered by Bank

By the hand of Mr./Ms. , its, and authorized official.

(Signature of the Authorized Signatory)

(Official Seal)
Signature of Witness
Name & Address of Witness
 Form 6- Certificate for undertaking for No Conflict of Interest
(On Bidder’s letter head)

We hereby confirm that our company <insert name of the company> is not involved in any
conflict-of-interest situation with one or more parties in this bidding process, including but
not limited to –

1. Receive or have received any direct or indirect subsidy from any of them; or

2. Have common controlling shareholders; or

3. Have the same legal representative for purposes of this Bid; or

4. Have a relationship with each other, directly or through common third parties, that
puts them in a position to have access to information about or influence on the Bid of
another Bidder, or

5. Influence the decisions of the Authority regarding this bidding process; or

6. Participation in more than one bid in this bidding process. Participation in more than
one Bid will result in the disqualification of all Bids. However, this does not limit the
inclusion of the same product (commercially available hardware, software or network
product manufactured or produced by the firm), as well as purely incidental services
such as installation, configuration, routine training, and ongoing
maintenance/support,in more than one bid: or

7. Association as Consultant/ Advisor/ Third party independent evaluating agency with

any of the bidders taking part in the bid process.

(Signature of the Authorized signatory of the Bidder)

(Name, Designation, Seal, Date, Place, Business Address)

 Form 7- Self declaration for non-black listing
(On Bidder’s letter head)

We confirm that our company as on date of submission of the

proposal is not blacklisted or banned by any ministry/department/attached offices/sub-
ordinate offices under Government of India and any State government, autonomous bodies
(established by Central/State govt), any Central/State PSUs in India for corrupt, fraudulent or
any other unethical business practices.

Sincerely,

(Signature)

(Name and signature of Authorized Signatory)

 Form 8– Self declaration for non-debarment

(On Bidder’s letterhead)

We confirm that our company as on date of submission of the

proposal is not convicted of an offence under-

a) the Prevention of Corruption Act, 1988; or

b) the Indian Penal Code or any other law for the time being in force, for causing any loss
of life or property or causing a threat to public health as part of execution of a public
procurement contract.

Sincerely,

(Signature)

(Name and signature of Authorized Signatory)

 Form 9- No Deviation certificate

(On Bidder’s letterhead)

This is to certify that our offer is exactly in consonance with your RFP no. dated
issued by the Authority and subsequent amendments/corrigendum’s etc. This is
to expressly certify that our offer contains no deviation on the HR requirements and scope of
work, legal or financial aspects as specified in the RFP in either direct or indirect form.

(Signature of Authorized Signatory)

(Name, Designation, Seal, Date, Place, Business Address)

 Annexure II: FINANCIAL PROPOSAL

Form 10: Letter of Financial Proposal

(Date and

Reference)To,

………………………..

………………………..

………………………..Dear

Sir,

Subject: Submission of the Financial bid for RFP for <………>

I/We, ......................... (Bidder’s name) herewith enclose the Financial Proposal for selection of
my/our firm for “Selection of System Integrator for Statewide implementation of e-
nagarpalika 2.0 Portal”

I/We agree that this offer shall remain valid for a period of ……days from the Proposal Due

Date or such further period as may be mutually agreed upon.

Yours faithfully,

(Signature, name, and designation of the authorized signatory)

Note: The Financial Proposal is to be submitted strictly as per forms given in the RFP.
 Form 11: Financial proposal format (BOQ)
TO BE FILLED BY AGENCY ON MPTENDER.GOV.IN

Bidders are required to provide the financial quotes as envisaged by them as per below-

1. The rates quoted must be inclusive of the following:

a. Cost for all the activities/scope of work as mentioned in the RFP document
b. No extra item will be considered for payment.
c. Cost of material, Human Resources, transportation, equipment’s, tools etc.
d. Any other cost direct or hidden, not mentioned above.
e. All taxes and levies etc. applicable during currency of contract excluding GST.
f. Rates entered financial rate page and duly signed by the authorized representative
of the bidder shall only be considered. Rates and any other financial entity in any
other form / letter head if attached by bidder shall be straightway ignored and shall
not be considered.
g. Any travel outside Bhopal must be taken care by the System Integrator only.

The bidders are required to quote rates as per the below table-

TO BE SUBMITTED ON MPTENDERS

S.N. Description Total Amount

1. Total Cost of Schedule - A
[Development implementation and roll out of
Software application and mobile application with
Manpower cost]
2. Total Cost of Schedule - B [Software support cost
(O&M)]
3. Total Cost of Schedule-C [HELP DESK]

4. Total Cost of Schedule-D

[Cloud Support cost]
5. Total Cost of Schedule-E [Trainings]

6 Licenses and AMC Cost Schedule-F

Total Cost in Number

Total Cost in Words

**The Above table will be used for commercial bid Evaluation (L1 position) purpose.
 Schedule A: Implementation Cost
S.N Item UOM Qty Unit Rate Total Amount
1. Development Lump-sum
implementation and roll out
of Software application and
mobile application with
Manpower cost
Total Cost

Manpower Costing Table (Manpower costing is to be taken for Internal use only, it has nothing to do with the
lumpsum costing mentioned above for Implementation of Developed Application. Please note that do not submit the
below mentioned manpower costing with Technical Proposal, submit it with financial proposal only):

S.N Item UOM Unit Rate Total Amount

1. Senior Solution Architect
2. Project Manager
3. Senior Open-Source Developer
4. Junior Open-Source Developer
4. Open-Source
Functional/Business Analyst
5. Tester
6. Networking & IT Infrastructure
Specialist
7. Database Administrator.
8. Database Developer.
9. Master Trainer
10. Trainer
11. Cloud Administrator
12. HELPDESK Personal
13. Mobile application Developer.

Total Costing

Schedule B: Software (e-Nagarpalika2.0) support cost (O&M)

S.N Item UOM Qty Recurring Licenses Cost for 5 Total
Cost/Recurring years. Cost
maintenance cost post
go live per Annum.
1. Software support cost Lumpsum
(the cost shall include 5
years of support from
the date of Go-live)
Total Costing
 Schedule C: HELP DESK
S.N Item UOM Qty Unit Rate Total Amount
1. Support for Helpdesk Lumpsum
including call center, IVRS
System, CHATBOT, Ticketing
tool and required manpower
for 7 years
Total Costing

Schedule D: Cloud Deployment & Support cost

S.N Item UOM Qty Unit Rate Total Amount
1. Cloud Deployment & Lumpsum
Support Cost
Total
Schedule E: Trainings
S.N Item UOM Qty Unit Rate Total Amount
1. Trainings at Directorate, Lumpsum
Divisional and ULB level.

Total Cost

Schedule F: Licenses and AMC Cost.

S.N Item UOM Qty Unit Rate Total Amount
1. Upgradation of Oracle Lumpsum 1
Database from 12C to
19C/21C/Latest Stable
version with ATS cost until
project end date.

Total Cost
 Form 12: Format for Curriculum Vitae

1. Name

2. Date of Birth
Photo

3. Nationality

4. Total experience

5. Education

Relevant
6.
Training/Certification

Language Speaking Reading Writing

7. Language English Good Good Good

Hindi Good Good Good

Employer Position From To

8. Employment Record

9. Detailed Tasks Assigned:

10. Work Undertaken that best illustrates capability to handle the Tasks Assigned

Name of the Assignment

Year
Location
Client
Main Project Features
Position Held
Activities Performed
Date:
Contact Details:
Certification: I, the undersigned, certify that to the best of my knowledge and belief, this CV
correctly describes myself, my qualifications, and my experience. I understand that any wilful
misstatement described herein may lead to my disqualification or dismissal, from the
 assignment if engaged.
--------------------------------------------------------------------
Date:

(Signature of staff member or authorized representative of the staff) Day/Month/Year

Full name of Authorized Representative: -----------------------------------------------

Form 13: Pre-Qualification Documents Checklist.

Compliance
S.N. Checklist Items
(Yes or No)
1. RFP Document fees

2. Bid Security/ Earnest Money Deposit

3. Pre-Qualification Covering letter & Company Profile
4. • Copy of Certification of Incorporation/Partnership Deed.
• PAN card and GST Registration Certificate
Audited balance sheet and profit and loss statements for the last three
financial years
5.
AND
Certificate from the Statutory Auditor/ CA for turnover and net worth.
6. Declaration of non-blacklisting.
7. Work Experience for the Project undertaken as per RFP.
8. Valid copy of Certificates as mentioned in RFP.
9 Local office undertaking as per clause 4.29
 Form 14: Technical-Qualification Documents Checklist.

Compliance (Yes or
S.N. Checklist Items
No)
1. Summary of Project Credentials.
2. Project Citations and Self-certifications, as applicable
3. Proposed CV’s

Form 15: UNDERTAKING FOR OFFICE SETUP

To,

……………………………

……………………………

Reference: NIT No. : ___________________________________ Dated: __________ We hereby declare that we

have our office at Bhopal at following address:

1. ____________________________________________ ____________________________________________
____________________________________________ Phone No:

OR
2.We hereby undertake to establish local support office in Bhopal within one month of issue of work order.

Authorized Signatory Name:

Designation:

Note: Strikeout 1 OR 2 whichever is not applicable

 APPENDIX I DRAFT AGREEMENT (This is Draft Agreement should not
be treated as Final Agreement)

Project Name: Selection of System Integrator for Statewide implementation of e-nagarpalika 2.0 Portal.

RFP No.:

Contract No.

Between

Urban Administration and Development Department – Madhya Pradesh

And

[Name of the Agency]

Dated:
(Text in brackets [ ] is optional; all notes should be deleted in the final text)

This CONTRACT (hereinafter called the “Contract”) is made on [number] day of the month of[month],
[year], between, Urban administration and Development Department (hereinafter called the “UADD”)
and [name of the Agency] (hereinafter called the “Agency”)
 WHEREAS

(a) UADD vide its Request for Proposal (RFP) for Selection of System Integrator for Statewide
implementation of e-nagarpalika 2.0 Portal- Madhya Pradesh.
(b) UADD has evaluated and selected the Agency under the terms of the RFP to provide certain Services
subject to and in accordance with the terms of this Contract.

(c) The Agency, having represented to UADD that it has the required professional skills, expertise, and
technical resources, has agreed to provide the Services on the terms and conditions set forth in this
Contract.

NOW THEREFORE the parties hereto hereby agree as follows:

1. The following documents attached hereto shall be deemed to form anintegral

part of this Contract:
a. The General Provisions of Contract
b. Commencement, Completion, Modification and Termination ofContract
c. Appendices:
Appendix A: Terms of Reference

Appendix B: Key Personnel

Appendix C: Breakdown of Contract Price

1. General Provisions

1.1 Definitions

1.1.1 Unless the context otherwise requires, the following terms

whenever used in this Contract have the following meanings:

“Applicable Guidelines” means the policies of the State and Government of India governing the
selection and Contract award process as set forth in this RFP.
a. “Applicable Law” means the laws and any other instruments having the
force of law in India, as they may be issued and in forcefrom time to time.
b. “UADD” means the implementing agency for the RFP “Selection of
Implementation Agency for E-nagarpalika 2.0”.
c. “Agency” means a legally established professional consulting firm or entity
selected by UADD to provide the Services under the signedContract.
d. “Contract” means the legally binding written agreement signed between
UADD and the Agency and which includes all the attached documents
listed in the Form of Contract (General Provision), Commencement,
Completion, Modification and Termination of Contract (CONTRACT), and
the Appendices).
e. “Day” means a working day unless indicated otherwise.
f. “Personnel” means, collectively, Key Personnel, Non-KeyPersonnel, or any
 other personnel of the Agency, Sub-Agency or JV member(s) assigned by
the Agency to perform the Services or any part thereof under the Contract.
g. “Government” means the government of Urban Administration and
Development Department’s state.
h. “Party” means UADD or the Agency, as the case may be, and “Parties”
means both.
i. “Services” means the work to be performed by the Agency pursuant to
this Contract, as described in Appendix I.
j. “Third Party” means any person or entity other than theGovernment,
UADD, the Agency.
k. All terms and words not defined herein shall, unless the context
otherwise requires have the meaning assigned to them in the RFP

1.2 Relationship between the Parties

1.2.1 Nothing contained herein shall be construed as establishing a relationship of

master and servant or of principal and agent as between UADD and the Agency.
The Agency, subject to this Contract, has complete charge of the Personnel,
performing the services and shall be fully responsible for the Services performed
by them or on their behalf hereunder.
1.2.2 Rights and Obligations of UADD and the Agency shall be as set forth in theContract,
in particular:
1.2.3 The Agency shall carry out the services in accordance with the provisions of
the Contract; and
1.2.4 UADD shall pay agreed fee to the Agency in accordance with the agreement.

1.3 Governing Law and Jurisdiction

This Contract shall be construed and interpreted in accordance with and governed by the laws of
India, and the courts at Bhopal shall have exclusive jurisdiction over matters arising out of or relating
to this Contract.

1.4 Language

All notices required to be given by one Party to the other Party and all other communications;
documentation and proceedings, which are in any way relevant to this Contract, shall be in writing
and in English or Hindi language.

1.5 Table of Contents and Headings

The table of contents, headings and sub-headings in this Contract is for convenience of reference
only and shall not be used in, and shall not affect, the construction or interpretation of this
agreement.

1.6 Authorized Representatives

1.6.1 Any action required or permitted to be taken, and any document required or permitted
 to be executed under this Contract by UADD or the Agency may be taken or executed by
the officials specified in the Contract.
1.6.2 UADD may from time to time designate one of its officials as UADD Representative unless
otherwise notified UADD Representative shall be:

------------------------------------------------------------------------------------------

1.6.3 The Agency may designate one of its employees as Consultant Representative unless
otherwise notified. The Agency Representative shall be:

1.7 Taxes and Duties

Unless otherwise specified in the Contract the Agency shall pay all such taxes, duties, fees, and
other impositions as may be levied under the Applicable Laws and UADD shall perform such duties
regarding the education of such taxes as may be lawfully imposed on it.
1.8 Corrupt and Fraudulent Practices
The Agency is required to comply with policy regarding corrupt and fraudulent practices.

1.9 Commencement, Completion, Modification and Termination of the Contract

1.9.1 Effectiveness of Contract

This Contract shall come into force and effect on the date (the “Effective Date”)
of UADD’s notice to the Agency instructing the Agency to begin carrying out the
Services. This notice shall confirm that the effectiveness conditions, if any, listed
in the Contract have been met.
1.9.2 Time Frame: The total time period of the project/ assignment shall be 84 months
from the date of signing of the Contract with a provision for further extension of
12 months with mutual consent.

1.9.3 Commencement of Services

The Agency shall place at UADD Bhopal all the personnel as per the requirement
annexed to this Contract to perform/discharge Roles and Responsibilities
described in the RFP and shall commence the services within 15 days from the
Effective date.
UADD, if required, reserves the right to increase the number of ‘Personnel’ based
on price discovery in this tender.
Extra resources, if required may be procured by UADD on additional payment as
per the man-month rate defined in the financial quote of the agency.
 1.9.4 Termination of Contract for Failure to Commence Services

If the Agency does not commence the services within the period specified in
Contract above, UADD may, be not less than 30 days’ notice to the Agency,
terminate this Contract and in the event of such Termination, the EMD as well as
the Performance Security of the Agency shall stand forfeited.

The agency may terminate this Agreement, or any particular Services,

immediately upon written notice to Nodal Authority if the Agency reasonably
determine that it can no longer provide the Services in accordance with applicable
law or professional obligations

1.10 Expiration of Contract

Unless terminated earlier pursuant to Clause 1.9.4 hereof, this Contract shall expire at the end of
such time period after the Effective Date as specified in the Contract.

1.11 Modifications or Variations

Any modification or variation of the terms and conditions of this Contract, including any
modification or variation of the scope of the Services, may only be made by written Contract
between the Parties. However, each Party shall give due consideration to any proposals for
modification or variation made by the other Party.

1.12 Suspension of Contract

UADD may, by written notice of suspension to the Agency, if the Agency shall be in breach of this
Contract or shall fail to perform any of its obligations under the Contract, including the carrying
out of the Services, provided that such notice or suspension (i) shall specify the nature of the
breach or failure and (ii) shall provide an opportunity to the Agency to remedy such breach of
failure within a period not exceeding (30) days after receipt by the Agency of such notice of
suspension. The Agency shall not be entitled to receive payment for the suspension period.

1.13 Termination of Contract

By UADD
UADD may, by not less than thirty (30) days written notice of termination, to the Agency such notice
to be given after the occurrence of any of the events specified below:
a. Where Authority is of the opinion that there has been such Event of Default on the part of SI
which would make it proper and necessary to terminate this Contract and may include failure on
the part of SI to respect any of its commitments with regard to any part of its obligations under
its Bid, the RFP or under this Contract.
b. Where it comes to the Authority’s attention that SI (or SI’s Team) is in a position of actual conflict
of interest with the interests of the Authority, in relation to any of terms of SI’s Bid, the RFP or
this Contract.
c. Where SI’s ability to survive as an independent corporate entity is threatened or is lost owing to
any reason whatsoever, including inter-alia the filing of any bankruptcy proceedings against SI,
any failure by SI to pay any of its dues to its creditors, the institution of any winding up
proceedings against SI or the happening of any such events that are averse to the commercial
viability of SI. In the event of the happening of any events of the above nature, the Authority shall
reserve the right to take any steps as are necessary, to ensure the effective transition of the
services to a successor agency, and to ensure business continuity.
d. Termination for Insolvency: The Authority may at any time terminate the Contract by giving
written notice to SI, without compensation to SI, if SI becomes bankrupt or otherwise insolvent,
provided that such termination shall not prejudice or affect any right of action or remedy which
has accrued or shall accrue thereafter to the Authority.
e. If the Agency does not commence the services within the period specified in Contract, UADD may,
be not less than 30 days’ notice to the Agency, terminate this Contract and in the event of such
Termination, the EMD as well as the Performance Security of the Agency shall stand forfeited.

f. The authority may terminate this Agreement, or any particular Services, immediately upon
written notice to Nodal Authority if the Authority reasonably determine that it can no longer
provide the Services in accordance with applicable law or professional obligations.

1.14 Payment upon Termination

Upon termination of this Contract, UADD shall make the payment to the Agency after off
setting against these payments any amount that may be duefrom the Agency to UADD for
the services rendered till the last date ofworking.

1.15 Amicable Settlement

The parties shall use their best efforts to settle amicably all disputes arising out of or
connection with this Contract or the interpretation thereof. In the event a dispute difference
or claim arises in connection with the interpretation or implementation of this Contract, the
aggrieved party shall issue a written notice setting out the dispute/differences or claim to
the other party, parties shall first attempt to resolve such dispute through mutual
consultation. If the dispute is not resolved as aforesaid within 15 days from the date of the
receipt of written notice, the matter will be referred for Arbitration.

1.16 Arbitration
In case the dispute is not resolved any party may issue a notice of reference, invoking
resolution of disputes through arbitration. The arbitral proceedings shall be conducted by a
sole arbitrator, who will be the Principal Secretary, Urban Administration and Development
Department. Arbitration proceedings shall be conducted in, and the award shall be made in
English or Hindi Language. Arbitration proceedings shall be conducted at Bhopal and
following are agreed:
a) The arbitrator award shall be final and binding on the Parties.
b) When any dispute is under arbitration except for matters under dispute the Parties
shall continue to exercise their remaining respective rights and fulfil their respective
obligations under this Contract.
1.17 Obligations of the Agency

1.17.1 General

a. Standards of Performance

The Agency shall perform the Services and carry out its obligations hereunder with all due
diligence, efficiency, and economy, in accordance with generally accepted professional
techniques and practices, and shall observe sound management practices, and employ
appropriate advanced technology and safe and effective equipment, machinery, materials
and methods. The Agency shall always act, in respect of any matter relating to this
Contract or to the Services,as a faithful adviser to UADD, and shall always support and
safeguard UADD legitimate interests in any dealings with third parties.

b. Terms of Reference

Scope of works to be performed by the Agency is specified in the terms of reference (the
“TOR”) of this Contract. The Agency shall provide the deliverables specified there in
conformity with the time schedule stated therein. UADD may extend the scope of work
stated in the Contract by giving written notice to the Agency. The additional scope of work
will be awarded at the rates specified in this Contract, subject to fair and reasonable
adjustment to be mutually agreed between UADD and the Agency.

c. Applicable Law

The Agency shall perform the Services in accordance with the Applicable Laws and shall
take all practicable steps to ensure that all personnel and agents of the Agency comply
with the applicable laws.

d. Conflict of Interest

The Agency shall not receive any remuneration in connection with the assignment except
as provided in this Contract. It should be the requirement of the assigned works that the
Agency should provide professional, objective, and impartial advice and always hold UADD
interests’ paramount without any consideration for future work, and that in providing
advice they will avoid conflictswith other assignments and their own corporate interests.

1.17.2 Confidentiality

The Agency and its personnel shall not during the term of the Contract or thereafter
disclose any proprietary information, including information relating to reports, data,
drawings, design software or any other material, whether written or al, in electronic or
magnetic format, and the contents thereof, and any reports, digests or summaries created
or derived from any of the foregoing that is provided by UADD to the Agency, and a
personnel of Agency any information provided by or relating to UADD , its technology,
technical processes, business affairs or finances or any information relating to UADD
employees, officers or other officials or other professionals or suppliers , customers , or
 contractors of UADD, and any other information which the Agency is under an obligation
to keep confidential in relation to the project, the services or this Contract (“ confidential
information”) without the prior written consent of UADD.

1.18 Liability of the Agency

a. The Agency’s liability under this Contract shall be determined by the Applicable Laws
and the provisions hereof
b. The Agency’s liability towards UADD: The Agency shall, subject to the limitation to the
extent of contract value, be liable to UADD for any direct loss or damage accrued or
likely to accrue due to deficiency in Services rendered by it or any other reason
whatsoever
c. The Parties hereto agree that in case of negligence or misconduct on the part of the
Agency or on the part of any person or firm acting on behalf of the Agency in carrying
out the Services, the Agency, with respect, to damage caused to UADD property or
resulting losses or damages suffered by SHA, shall be liable to compensate UADD for
the loss/damages caused to it.
d. The liability of the Consultant or Agency under this Project shall be limitedto value of
the contract signed (to the extent of payment made to the Bidder) with the Nodal
Authority for this project work for direct loss due to negligence.

1.19 Documents/information prepared by the Agency is the property of UADD:

All reports / documents/ information and any other documents prepared by the Agency in
performing the Services shall become and remain the property of UADD and the
Agency, shall, not later than termination or expiration of this Contract, deliver all such
documents to UADD, together with a detailed inventory thereof.

The Agency shall not later than termination or expiry of this Contract, hand over soft copies
of all the deliverables of the assignment. Such soft copies/reports and outputs will be the
sole property of the UADD and the Agency Staff shall treat all these information
confidential and shall not share with any third party except on specific written instructions
by UADD.

1.20 Payment to the Agency

In consideration of the Services performed by the Agency, the Agency would be entitled for
payments, as per the following terms.

• The payments for the resources deployed at the UADD/Authority, as per work order, would be
made to the agency. Extra payment will be considered by the UADD /Authority for the
additional resources as per the category and respective fee quoted by the Agency.

• The payment shall be done based on the invoices received from the system integrator Man-
month would be defined based on the number of effective working days in the month in line
with the UADD /Authority office working days. In case resources are deployed for a period
which is less than a whole number (ex. 0.5 or 2.5) then the man-month rate shall be pro-rated
(as per financial quote for the category of resources in form 10 of this RFP).
• The payment shall be done monthly upon submission of invoice by the agency to the UADD
/Authority.
• GST shall be paid (as per applicable rate) over and above the fee to the Agency by the
UADD /Authority on their invoices however all other taxes, cess, levies, duties, and any
other incidental direct/indirect costs shall be borne by the agency.
• It is hereby clarified that the entire contract value shall be paid to the Agency after the
expiry of the second anniversary of the contract and completion of the work.
• UADD may provide necessary information, as required for this assignment, to the
selected Agency. However, the primary responsibility of collecting such information
shall be of Agency only.
• The reports and deliverables are required to be submitted in both Hard copyand
soft copy.

1.21 Currency of Payment

Any payment under this Contract shall be made in Indian Rupees.

1.22 Severability

a. If at any time any provision of this Contract is or becomes illegal, invalid, or unenforceable in
any respect under the law of any Jurisdiction that shall not affect or impair.
I. The legality, validity, or enforceability in that jurisdiction of any other provision of this
Contract, or
II. The legality, validity, or enforceability under the Law of any other jurisdiction of that or
any other provision of this Memorandum.
b. The Contract may be altered or modified by mutual consent of the Parties for purposes of
safeguarding the proper implementation of the scope of work.
c. The parties agree to furnish/execute such further or any other documents/papers for giving
fullest effect to the Scope of Work as may be required by SHA.

1.23 Jurisdiction of Courts

All disputes arising out of this Contract shall be subject to the jurisdiction of the Courts at
Bhopal only.

1.24 Performance Security

The Agency shall furnish the Performance Security of an amount equal to 3% of cost of
services/financial proposal by way of Bank Guarantee for the due performance of the Contract in
the format of Performance Security.

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

[**********************************]
Signed, Sealed and Delivered Signed, Sealed and DeliveredFor and on

behalf of Agency

(Signature of Authorized Representative) (Signature of Authorized Representative)

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-------------------------------------------------------- Urban Administration

and Development
-------------------------------------------------------- Department

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 Witnesses:

1. Signature:

Name:

Address:

2. Signature:

Name:

Address:

List of Annexure

A. Description of Services/ ToR (As defined in the RFP)

B. Financial Proposal (Financial Proposal/ Allotment Letter of the winning Agency)
C. Personnel Requirement
*All conditions of RFP shall be integral part of the work order/Contract.