RFP for Selection of System Integrator for Implementation of Automatic Fare Collection System in DTC Buses
Request for Proposal (‘RFP’)
Tender No: DTC/AFCS/589/2020/01
Selection of System Integrator (SI) for Implementation of Automatic Fare Collection System (AFCS) in DTC Buses
Delhi Transport Corporation DTC Head Quarters, I.P. Estate, New Delhi-110002
Date: 14th September 2020
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RFP for Selection of System Integrator for Implementation of Automatic Fare Collection System in DTC Buses
GOVERNMENT OF NCT OF DELHI DELHI TRANSPORT CORPORATION DTC Head Quarters, I.P. Estate Notice Inviting e-Tender Tender ID No. : DTC/AFCS/589/2020/01
REQUEST FOR PROPOSAL (RFP) FOR SELECTION OF SYSTEM INTEGRATOR (SI) FOR IMPLEMENTATION OF AUTOMATIC FARE COLLECTION SYSTEM (AFCS) IN DTC BUSES
Delhi Transport Corporation, Government of NCT of Delhi, invites Request for Proposal (RFP) for Selection of System Integrator (SI) for Implementation of Automatic Fare Collection System (AFCS) in DTC Buses through e- procurement portal of Government of NCT of Delhi
(https://govtprocurement.delhi.gov.in) from suitable business entities.
The Bid document can be downloaded from the e-procurement portal of GNCTD from 14th September 2020. The EMD amount of Rs.36,00,000/-, as per details given in RFP, in the form of Bank Guarantee/Demand Draft/FDR as per details given in the RFP and in original shall be submitted to Deputy Manager (Tender Cell), Room No. 207, Delhi Transport Corporation HQ, I.P. Estate, New Delhi -110002 (in original), so as to reach on or before 1500 hours on 19th October 2020 (“Proposal Due Date for submission of e- tender”) without which the proposal shall be rejected as non-responsive.
Pre-bid meeting will be held on 29th September 2020 at 1130 hours, in the Conference Room of Delhi Transport Corporation HQ, I.P. Estate, New Delhi -110002. Queries should reach to Delhi Transport Corporation by 24th September 2020.
Dy. Chief General Manager-(IT),
Delhi Transport Corporation Government of NCT of Delhi E-mail: [email protected]
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Disclaimer 1. This Request for Proposal ("tender") is issued by Delhi Transport Corporation, Government of NCT of Delhi, 2. The information contained in this Request for Proposal document (“tender”) or subsequently provided to Bidders, whether verbally or in documentary or any other form by or on behalf of the Delhi Transport Corporation, Government of NCT Delhi (referred as “the Purchaser” or “purchaser” hereinafter) or any of its employees or advisors, is provided to Bidders, on the terms and conditions set out in this tender. 3. This tender is not a Contract and is not an offer by the Purchaser to the prospective Bidders or any other person. The purpose of this tender is to provide interested parties with information that may be useful to them in the formulation of their Proposals in pursuant to this tender. This tender includes statements, which reflect various assumptions and assessments arrived at by the Purchaser, in relation to the project. Such assumptions, assessments and statements do not purport to contain all the information that each Bidder may require. This tender may not be appropriate for all persons, and it is not possible for the Purchaser, its employees or advisers to consider the objectives, technical expertise and particular needs of each party, who reads or uses this tender. The assumptions, assessments, statements and information contained in this tender, may not be complete, accurate, adequate or correct. Each Bidder should, therefore, conduct his own investigations and analysis and should check the accuracy, adequacy, correctness, reliability and completeness of the assumptions, assessments and information contained in this tender and obtain independent advice from appropriate sources. 4. Information provided in this tender to the Bidders is on a wide range of matters, some of which depends upon interpretation of law. The information given is not an exhaustive account of statutory requirements and should not be regarded as a complete or authoritative statement of law. The Purchaser accepts no responsibility for the accuracy or otherwise for any interpretation or opinion on the law expressed herein. The Purchaser, its employees and advisers make no representation or warrants and shall have no liability to any person including any Bidder under any law, statute, rules or regulations or tort, principles of restitution or unjust enrichment or otherwise for any loss, damages, cost or expense which may arise from or be incurred or suffered on account of anything contained in this tender or otherwise, including the accuracy, adequacy, correctness , reliability or completeness of the tender and any assessment, assumption, statement or information contained therein or deemed to form part of this tender or arising in any way in this selection process. 5. The Purchaser also accepts no liability of any nature, whether resulting from negligence or otherwise, however caused, arising from reliance of any applicant upon the statements contained in this tender. 6. The Purchaser may, in its absolute discretion, but without being under any obligation to do so, update, amend or supplement the information, assessment or assumption contained in this tender. The issue of this tender does not imply that the purchaser is bound to select a Bidder or to appoint the Selected Bidder for this project and the purchaser reserves the right to reject all or any of the proposals, without assigning any reason whatsoever. 7. The purchaser or its authorized officers / representatives / advisors reserve the right, without prior notice, to change the procedure for the selection of the Successful Bidder or terminate discussions and the delivery of information at any time before the signing of any agreement for the Project, without assigning reasons thereof. 8. The tender does not address concerns relating to diverse investment objectives, financial situation and needs of each party. The tender is not intended to provide the basis for any investment decision and each Bidder must make its / their own independent assessment in respect of various aspects of the techno-economic feasibilities of the Project. No person has
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been authorized by purchaser to give any information or to make any representation not contained in the tender. 9. The Bidder shall bear all its costs associated with or relating to the preparation and submission of its Proposal including but not limited to preparation and expenses associated with any demonstrations or presentations which may be required by the purchaser or any other costs incurred in connection with or relating to its Proposal. All such costs and expenses shall remain with the bidder and the purchaser shall not be liable in any manner whatsoever for the same or for any other costs or other expenses incurred by a bidder, in preparation for submission of the Proposal, regardless of the conduct or outcome of the selection process.
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Table of Contents Section 1 - Invitation to Bidders: ...... 9 Glossary of Terms ...... 12 Section 2: Instruction to Bidders ...... 17 2.1 General ...... 17 2.2 Eligible bidders ...... 17 2.3 Sub-contracting ...... 19 2.4 Contacting the purchaser ...... 19 2.5 Right to Terminate the Process ...... 19 2.6 Rejection Criteria ...... 19 2.7 Tender Document Download ...... 20 2.8 Pre-bid meeting and clarifications ...... 20 2.9 Preparation of Proposals ...... 21 2.10 Submission of Proposal ...... 24 2.11 Opening of Bids ...... 26 2.12 Evaluation of Bids ...... 26 2.13 Clarification on Bids...... 27 2.14 Preliminary Examination of Bids ...... 27 2.15 Pre-Qualification Criteria ...... 27 2.16 Commercial Bid Evaluation ...... 31 2.17 Award Criteria ...... 33 2.18 Contract Commencement ...... 34 Section 3: Bid Submission Formats ...... 36 2.19 PQ Bid Formats ...... 36 2.20 Commercial Bid Formats ...... 64 Section 4: Terms of Reference ...... 71 4.1 Delhi Region ...... 71 4.2 About Delhi Transport Corporation (DTC) ...... 71 4.3 Project Background ...... 71 4.4 Scope of Work ...... 71 4.5 Roles and responsibilities ...... 74 4.6 Project timelines, milestones** ...... 77 4.7 Indicative Bill of Quantities ...... 77 4.8 List of Depots ...... 80 4.9 Indicative Bus Commissioning and Decommissioning Schedule ...... 81
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Section 5: Detailed Requirements ...... 83 5.1 Functional and technical requirements for AFC system ...... 83 5.1.1 Fare media options ...... 83 5.1.2 Features of ETM and its capabilities ...... 83 5.1.3 Depot computer system ...... 90 5.1.4 Operations control centre (CC) & Central fare collection solution ...... 93 5.1.5 Mobile App Requirements ...... 99 5.1.6 DMRC Central Clearing House System ...... 99 5.1.7 Reporting requirements ...... 100 5.1.8 Network requirements ...... 102 5.1.9 Operational and maintenance Requirements ...... 102 5.2 SLA for AFC system ...... 107 5.2.1 Uptime calculations for the month ...... 112 5.2.2 ETM Availability : ...... 112 5.2.3 Missing transactions per device per duty : ...... 112 5.2.4 Average Time taken for ticket printing after issue of print command: ...... 112 5.2.5 Manpower deployment (16 x 7 availability) : ...... 112 5.2.6 Software unavailability : It would be calculated as follows ...... 112 Section 6: Master Service Agreement ...... 113 1. Master Service Agreement ...... 113 2. Scope of Project ...... 115 3. TERM AND DURATION OF THE AGREEMENT ...... 115 4. CONDITIONS PRECEDENT & EFFECTIVE DATE ...... 116 4.1 Extension of time for fulfilment of Conditions Precedent ...... 116 4.2 Non-fulfilment of the System Integrator’s Conditions Precedent ...... 116 OBLIGATIONS UNDER THE SLA ...... 117 5.1 Change of Control ...... 117 5.3 Final testing and certification ...... 117 6. REPRESENTATIONS AND WARRANTIES ...... 118 6.1 Representations and warranties of the System Integrator ...... 118 6.2 Representations and warranties of DTC ...... 119 7. OBLIGATIONS OF DTC ...... 120 8. OBLIGATIONS OF THE SYSTEM INTEGRATOR ...... 121 9. APPROVALS AND REQUIRED CONSENTS ...... 121 10. USE OF ASSETS BY THE SYSTEM INTEGRATOR ...... 121
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10.1 During the Term the System Integrator shall: ...... 121 11. ACCESS TO DTC or It’s Nominated Agencies’/ Partners’ LOCATIONS ...... 122 12. MANAGEMENT PHASE ...... 123 12.1 Governance ...... 123 12.2 Changes ...... 123 12.3 Security and Safety ...... 123 12.4 Cooperation ...... 124 13. FINANCIAL MATTERS ...... 124 13.1 Payment Terms ...... 124 13.2 Terms of Payment and Service Credits and Debits ...... 125 14. ACCEPTANCE OF DELIVERABLES AND TESTING ...... 127 14.1 Acceptance of Deliverables ...... 127 14.2 Acceptance Procedure ...... 127 14.3 Acceptance ...... 129 15. TERMINATION AND SUSPENSION ...... 129 15.1 Material Breach ...... 129 15.2 Termination for Convenience ...... 130 15.3 Effects of termination ...... 131 Termination of this Agreement due to bankruptcy of System Integrator ...... 132 15.4 Suspension ...... 132 16. INDEMNIFICATION & LIMITATION OF LIABILITY ...... 132 17. FORCE MAJEURE ...... 134 17.1 Definition of Force Majeure ...... 134 17.2 Force Majeure events ...... 134 18. CONFIDENTIALITY ...... 135 19. AUDIT, ACCESS AND REPORTING ...... 136 20. INTELLECTUAL PROPERTY RIGHTS...... 136 21. WARRANTY ...... 137 21.1 Standard ...... 137 22. LIQUIDATED DAMAGES...... 139 23. INSURANCE COVER ...... 139 23.1 Obligation to maintain insurance ...... 139 23.2 Certificates of Insurance ...... 139 23.3 Non-compliance ...... 139 24. MISCELLANEOUS ...... 139
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24.1 Personnel ...... 139 24.2 Independent Contractor ...... 140 24.3 Sub-contractors ...... 141 24.4 Assignment ...... 141 24.5 Trademarks, Publicity ...... 141 24.6 Notices ...... 142 24.7 Variations and Further Assurance ...... 142 24.8 Severability and Waiver ...... 143 24.9 Compliance with Applicable Law ...... 143 24.10 Professional Fees ...... 143 24.11 Ethics ...... 143 24.12 Entire Agreement ...... 143 24.13 Amendment ...... 143 25. GOVERNING LAW AND DISPUTE RESOLUTION/ ARBITRATION...... 144 26. Schedule ...... 146 26.1 SCHEDULE - I – CHANGE CONTROL SCHEDULE ...... 146 26.2 SCHEDULE – II - EXIT MANAGEMENT SCHEDULE ...... 148 26.3 SCHEDULE – III - AUDIT, ACCESS AND REPORTING ...... 151 26.4 SCHEDULE – IV - GOVERNANCE SCHEDULE ...... 153 26.5 SCHEDULE-V: INTEGRITY PACT ...... 156 ANNEXURE A: Request for clarification format ...... 160 ANNEXURE B: Performance Bank Guarantee format ...... 161
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RFP for Selection of System Integrator for Implementation of Automatic Fare Collection System in DTC Buses
Section 1 - Invitation to Bidders: Tender Notice No: DTC/AFCS/589/2020/01 Date: 14th September 2020 From: Delhi Transport Corporation, Government of NCT of Delhi, I.P. Estate, New Delhi-110002 To: All Prospective bidders
1. Delhi Transport Corporation, Government of NCT of Delhi, invites responses (“Proposals”/ “Bids”) to this Request for Proposal (Tender) from eligible organizations, who meet the minimum eligibility criteria, as specified in this bidding document for implementation of an Automatic Fare Collection System (referred as “AFCS” or “AFC system”) in DTC Buses. 2. The complete bidding document shall be available for downloading from procurement website of Delhi Government (https://govtprocurement.delhi.gov.in) from 14th September 2020. 3. A bidder will be selected based on the Pre-Qualification, Technical and Commercial evaluation criteria and procedures, described in this tender. 4. Bidder is advised to study this tender document carefully, before submitting their proposals, in response to the tender Notice. Submission of a proposal in response to this notice shall be deemed to have been done after careful study and examination of this document with full understanding of its terms, conditions and implications. 5. The time, date and venue details related to the pre-bid conference and proposal submission are mentioned in the Key Events and Dates Sheet. Proposals that are received after the bid submission date will not be considered in this procurement process. 6. To obtain first-hand information on the assignment, bidders are encouraged to attend the pre-bid meeting. However, attending the pre-bid meeting is optional.
Thanking You, Yours Sincerely, Dy. Chief General Manager-(IT) Delhi Transport Corporation
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RFP for Selection of System Integrator for Implementation of Automatic Fare Collection System in DTC Buses
Data Sheet
S. No. Information Details
Delhi Transport Corporation, Government of NCT 1. Tender Issuing Authority of Delhi
Selection of System Integrator for 2. Purpose of Tender implementation of AFCS in DTC Buses
3. Tender Issue Date 14th September 2020 The tender is available and downloadable on e- procurement Website of GNCTD: https://govtprocurement.delhi.gov.in Availability of tender 4. All Subsequent corrigendum(s) related to the documents Bidding document shall be published on the above- mentioned website and DTC official website: dtc.nic.in EMD of Rs. 36,00,000 (Rupee Thirty Six Lakh only), in the form of Bank Guarantee/Demand Draft/Fixed Deposit Receipt issued by an Indian Nationalized / Scheduled Bank and drawn in favour of CMD, DTC payable at Delhi, valid for 180 days 5. Earnest Money Deposit from the date of submission of bid in original should reach to Deputy Manager(Tender Cell), Room No. 207, Delhi Transport Corporation, I.P Estate, New Delhi 110002 before or on the bid submission date. All the queries/clarification requests should be received on or before 24th September 2020 up to 1700 HRS, through e-mail only, with subject line as follows: “Pre-Bid queries -
29th September 2020 at 1130 Hrs Date, time and venue of Pre- 7. Conference Room, Delhi Transport Corporation, HQ bid meeting I.P. Estate, New Delhi-110002 th Last date and time (deadline) 19 October 2020 up to 1500 Hrs 8. for receipt of EMD in response to tender notice in hardcopy
th Date, time and venue of 19 October 2020 at 1530 Hrs opening of Technical Proposals Conference Room, Delhi Transport Corporation, HQ 9. received in response to the I.P. Estate, New Delhi-110002 tender notice
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S. No. Information Details
Date, time and venue of To be informed to technically qualified bidders opening of Commercial subsequently. 10. Proposals received in response to the tender notice
11. Language Proposals should be submitted in English only. Proposals must remain valid up to 180 days from 12. Bid validity the last date of submission of the Bid.
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Glossary of Terms The definitions of various terms that have been used in this RFP are as follows: 1. AFC system means Automatic Fare Collection System 2. AFC Solution provider means the organization that supply AFC hardware equipment / AFC system / AFC software components including back end solution/ product for installation. 3. Agreement means this Master Services Agreement, Service Level Agreement and Non- Disclosure Agreement together with all Articles, Annexures, 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. 4. Applicable Law(s) means any statute, law, ordinance, notification, rule, regulation, judgment, order, decree, bye-law, approval, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision applicable to the relevant party and as may be in effect on the date of the execution of this Agreement and during the subsistence thereof, applicable to the Project. 5. Assets 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 Service Provider / System Integrator as per the requirements of this RFP. 6. Bespoke Software means is custom or tailor-made software developed for the Purchaser. 7. Bidder or Supplier means the Organization(s) on whose behalf the tender response has been submitted. In case of Consortium, it shall mean the Organization responsible for meeting all obligations of the Tender / Contract and shall necessarily be the System Integrator. It means the party who will be offering the solution(s), service(s) and /or materials as required in the RFP. The word Bidder when used in the pre-award period shall be synonymous with parties bidding against this RFP, and when used after award of the Contract shall mean the successful party with whom purchaser signs the agreement for rendering of services for implementation of this project. 8. Business day shall be construed as a reference to a day (other than public or other gazetted holidays) on which purchaser is generally open for business. 9. Business Hours mean the working time for DTC users. For Web Server and other components which enable successful usage of web portals of DTC the working time should be considered as 24 hours for all the days of the week. It is desired that IT maintenance, other batch processes (like backup) etc. should be planned so that such backend activities have minimum effect on the performance; 10. Commercial Off-The-Shelf (‘COTS’) refers to software products that are readymade and available for sale, lease, or license to the general public 11. 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, dealers, suppliers, products, developments, operations, processes, data, trade secrets, design rights, know-how, plans, budgets 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 the SLA); 12. Contract period Contract period shall commence from effective date of issuance of work order and shall continue till three years post scheduled Go-Live date, unless otherwise the contract is terminated as per Termination clause. The contract period shall be extendable up to two years on the same rates, terms and conditions of the contract.
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13. Contract Value means the price payable to the bidder under this Contract for the full and proper performance of its contractual obligations. The Contract Value shall be equal to the total quoted Bid Price 14. Conditions Precedent means the obligations to be fulfilled by the Parties, prior to the Effective Date. 15. Contract / Agreement / Contract Agreement/ Master Services Agreement means the Agreement to be signed between the successful bidder and Purchaser, including all attachments, appendices, documents incorporated by reference thereto together with any subsequent modifications, this RFP, the bid offer, the acceptance and all related correspondences, clarifications and presentations. It means the Tender and all Annexes thereto, the Agreement entered into between the selected Bidder together with the Purchaser as recorded in the Contract form signed by the Purchaser and the Bidder including all Annexes thereto and the agreed terms as set out in the bid, all documents incorporated by reference therein and amendments and modifications to the above from time to time. 16. Defect Liability Period and Operation and Maintenance Phase shall start from the date of issuance of Acceptance/Go Live Certificate and continue till the expiry of the Agreement. During the Defect Liability Period, the service provider shall be required to maintain and provide necessary operational support to manage envisaged AFC system 17. 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 in relation to the Implementation and the Maintenance phases and includes all documents related to the user manual, technical manual, design, process and operating manuals, service mechanisms, policies and guidelines (such as security related, data migration related), inter alia payment and/or process related etc., source code and all its modifications. 18. Document means any embodiment of any text or image however recorded and includes any data, text, images, sound, voice, codes or and databases or microfilm or computer- generated micro fiche. 19. Data means all information required for the system operations or generated out of operations and transactions 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 20. Effective Date means the date on which this Contract comes into force. This Contract shall come into force and effect on the date (the “Effective Date”) of the Purchaser’s notice to the SI to begin carrying out the activities. 21. Electronic Ticketing Machine is a handheld device used for in-bus fare collection and ticket validation/issuance. 22. Full scale deployment means successful Manpower deployment; integration, testing of all software/networking components / equipment / devices etc. required for the system to the satisfaction of the Purchaser and conforming to the Service Levels defined. 23. Goods means all of the equipment, sub-systems, hardware, software, products accessories and/or other material / items which the Bidder is required to supply, install and maintain under the contract. 24. Go-Live means commissioning and integration of all the hardware including Data Centre, Disaster Recovery Centre, the networks, the client-side computing devices and all the software applications, including the Commercial Off-The Shelf (COTS) product configured, customized for usage by all the intended users for the scope of work as defined in the RFP i.e. successful roll-out of all hardware components / equipments / devices / software / Mobile App etc. required for the system to the satisfaction of the Purchaser and conforming
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to the Service Levels defined when 100% ETMs are sent online on scheduled out shedding of buses (Morning and Evening shift) 25. Implementation Phase shall start from effective date and shall continue till issuance of “Go-Live” certificate for entire AFC system. 26. Intellectual Property Rights (‘IPR’) means any patent, copyright, trademark, trade name, service marks, brands, propriety information, Application Software whether arising before or after the execution of this Contract and the right to ownership and registration of these rights. 27. Installation and commissioning of devices means successful Hardware supply, Delivery, installation, integration, testing of all hardware components / equipment / devices / software applications etc. required for the system to the satisfaction of the Purchaser and conforming to the Service Levels defined 28. Letter of Award means the letter of formal acceptance, signed by the purchaser, including any annexed memoranda comprising agreements between and signed by both Parties. 29. LoI means the letter of intent issued by purchaser to the selected bidder towards award of contract. 30. Material Breach means a breach by either Party (DTC or System Integrator) of any of its obligations under this Agreement which has or is likely to have an Adverse Effect on the Project which such Party shall have failed to cure; 31. NCMC or National Common Mobility Card means an inter-operable transport card conceived by the Ministry of Housing and Urban Affairs (MoHUA) of the Government of India. 32. OEM” means the Original Equipment Manufacturer of any equipment / system / software / product who is providing such goods to the Purchaser through System Integrator under the scope of this Tender / Contract 33. Operations and maintenance phase (O&M) shall commence from issuance of Go-Live certificate by the purchaser till end of contract period. 34. Parties means DTC and System Integrator for the purposes of this Agreement and “Party” shall be interpreted accordingly. 35. Performance Security shall mean the guarantee provided by a Nationalized / Scheduled Bank to DTC on behalf of the selected System Integrator for the amount specified in -as specified in respective Sections 2 of the RFP. 36. Planned Application Downtime means the unavailability of the application services due to maintenance activities such as configuration changes, up-gradation or changes to any supporting infrastructure wherein prior intimation (at least two working days in advance) of such planned outage shall be given and approval sought from DTC as applicable. 37. Project means entire scope of work as envisaged in the RFP including Design, Development, Implementation, Operations, Management and Maintenance across all the locations as envisaged in the RFP and as per the terms and conditions laid down in the RFP and services in conformance to the SLA. It means of supply, design, implementation, maintenance and operation support for Automatic Fare collection system (AFC System) as per the scope of work of the SI specified in this RFP. 38. 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. 39. Project Implementation means Project Implementation as per the testing standards and acceptance criteria prescribed by DTC or its nominated agencies. 40. Proposal / Bid means the Pre-qualification, Technical and Commercial bids submitted for this project against this RFP.
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41. Purchaser means the Delhi Transport Corporation (DTC), acting through the Managing Director of Delhi Transport Corporation, Government of NCT of Delhi. 42. Required Consents means the consents, waivers, clearances and licenses to use DTC‟s Intellectual Property Rights, rights and other authorizations as may be required to be obtained for the software and other items that DTC or their nominated agencies are required to make available to System Integrator pursuant to this Agreement. 43. Request for Proposal (RFP) means Request for Proposal prepared by the Purchaser for the selection of System Integrator (SI), for Automatic Fare Collection System (AFCS) which comprises of RFP document, along with its Annexures and any other documents provided or issued before / during the selection of the SI. 44. Requirements include all the documents prepared by purchaser for the Project, scope of work, Service Level Agreement, schedules, details, description, statements of technical data, performance characteristics and standards (Indian & International) as applicable and specified in the RFP. 45. Stabilization means supply of ETMs and its accessories like chargers, extra battery etc., Depot Application Software, Servers, Networking Infrastructure, UPS, Manpower, Integration with DMRC System, MIS and Dashboard in central application software, Incident Reporting System, Mobile App, ETM Testing, Third Party Audit Certificate from empanelled information security auditing organisations by Computer Emergency Response Team, India (CERT-In), Functional Control Room. 46. Selected Bidder means the Organization(s) selected by Purchaser as a result of the tendering process described in this tender document. 47. Service Level means the level of service and other performance criteria which will apply to the Services delivered by the Service provider as set out in the SLA. 48. Services means the services delivered to the Stakeholders of DTC or its nominated agencies, employees of DTC or its nominated agencies, and to professionals or stakeholders as defined in 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. 49. Service provider or contractor or System Integrator (SI) means the successful bidder with whom purchaser signs the contract agreement for rendering the services for execution of project. 50. SLA means the Performance and Maintenance SLA executed by and between System Integrator and DTC, in terms of the Service Level Requirements as per the model set out in this Agreement. 51. Software means the software designed, developed / customized, tested and deployed by the System Integrator for the purposes of the rendering the Services to the Stakeholders of the Project and includes the source code (in case of Bespoke development) 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 (including the COTS products used for the product), proprietary software components and tools deployed by the System Integrator i.e., the bespoke software, shall be solely owned by the DTC. 52. System means all of the components under the scope of this contract together as an integrated solution. 53. Third Party Systems means systems (or any part thereof) in which the Intellectual Property Rights are not owned by DTC or System Integrator and to which System Integrator has been granted a license to use and which are used in the provision of Services.
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54. Transaction means a successful issuance of ticket to a commuter through ETM or Validation of Smartcard / Mobile Tickets. 55. User Acceptance Test Completion means successful testing of all hardware components / equipment / devices / software applications etc. required for the system to the satisfaction of the Purchaser and conforming to the Service Levels defined.
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Section 2: Instruction to Bidders This section specifies the procedures to be followed by Bidders in the preparation and submission of their Bids. Information is also provided on the submission, opening and evaluation of bids and on the award of contract. It is important that the Bidder carefully reads and examines the tender document before submission of bids. 2.1 General 1. Purchaser invites proposals (“Bids”) to this Request for Proposal (“tender”) for Implementation of Automatic Fare collection system as elaborated in the tender. 2. The contract period shall be for a term of 3 years from scheduled Go-Live Date (“the Term”). Purchaser reserves the right to extend the contract up to two years on the same rates, terms & conditions of the contract. 3. While every effort has been made to provide comprehensive and accurate background information and requirements and specifications, bidders must form their own conclusions about the solution needed to meet the requirements. Bidders and recipients of this tender may wish to consult their own legal advisers in relation to this tender. 4. All information supplied by the successful bidder may be treated as contractually binding on the bidder, after successful award of the assignment is made based on this tender. 5. No commitment of any kind, contractual or otherwise shall exist unless and until a formal written contract has been executed by or on behalf of purchaser. 6. Purchaser may cancel this public procurement at any time prior to a formal written agreement being executed by or on behalf of purchaser. 7. Proposals must be received not later than time, date and venue mentioned in the Proposal Data Sheet. Proposals that are received late shall not be considered in this procurement process. 8. No oral conversations or agreements with any official, agent, or employee of purchaser shall affect or modify any terms of this tender and any alleged oral agreement or arrangement made by a bidder with any agency, official or employee of purchaser shall be superseded by the definitive agreement that results from this tender process. 9. Neither the bidder nor any of bidder’s representatives shall have any claims whatsoever against purchaser or any of their respective officials, agents, or employees arising out of or relating to this tender or these procedures (other than those arising under a definitive service agreement with the bidder in accordance with the terms thereof). 10. All proposals and accompanying documentation of the Technical proposal will become the property of purchaser and will not be returned after opening of the technical proposals. 11. The Bidder commits himself to take all measures necessary to prevent corrupt practices, unfair means and illegal activities during any stage of his bid or during any pre-contract or post-contract stage to secure the contract or in furtherance to secure it.
2.2 Eligible bidders 1. Bidder should be eligible to operate in conformity with the provisions of the laws in India. 2. Bidder should not have any conflict of interest with any parties included in the Bidding process. 3. Bids may be submitted in either of the following categories of bidders only:
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RFP for Selection of System Integrator for Implementation of Automatic Fare Collection System in DTC Buses
2.2.1 Sole Bidder The Sole Bidder must be a System Integrator (SI) company which has the capabilities to deliver the entire scope as mentioned in the tender. The Sole Bidder cannot bid as a part of any other consortium bid under this tender.
2.2.2 Consortium of Firms Bids can be submitted by a consortium of firms. The total number of consortium members cannot exceed two, including the lead bidder of the consortium. The consortium must provide the details of formation of the consortium, percentage of stake of each consortium member and the role of each member of the consortium, with reference to this project. The roles, responsibilities and scope of work shall be distributed among the consortium members in such a way that the lead bidder shall be responsible for works, which are estimated to be at least 51% and the highest percentage share, of total value of contract. The roles and responsibilities of each member of consortium shall be clearly mentioned in joint bidding agreement. Purchaser reserves the right to suggest role re-allocation, if it finds that the role and responsibilities allocated to each consortium member does not commensurate with qualifications and capability of that partner. Bids submitted by a consortium should comply with the following requirements also: i. AFC Solution provider shall be the mandatory member of the consortium. ii. Any of the Lead Bidders or other members of consortium (non-lead members) cannot be a Consortium Member with another bidder in a separate bid or a sole bidder in separate bid. iii. The list of Consortium Members needs to be declared in the bid which cannot be changed by the bidder at later stage. iv. The bidder and any of the Consortium members should not have been blacklisted by any Central / State Government or Public Sector Undertakings. v. Any change in the consortium member at a later date should not be allowed for cases where the consortium has benefited from the non-lead bidders credentials/ experience vi. Lead member shall be liable for the entire scope of work and risks involved thereof whereas the non-lead members shall be liable for their own scope of work for which they are responsible along with lead member. vii. The Lead Bidder should confirm unconditional acceptance of full responsibility for executing the ‘Scope of Work’ and meeting all obligations of this tender. This confirmation should be furnished as part of the Bid. viii. The lead bidder and consortium members shall clearly define the roles and responsibilities/scope of work in the Memorandum of Understanding (MoU) to be signed and submitted to purchaser. The MoU shall be prepared on a stamp paper of requisite value and shall be submitted along with the Technical Bid. It shall be the responsibility of the bidders to adhere to the MoU being submitted and no interchange of responsibilities later shall be considered by purchaser. ix. MoU / Agreement should also be addressed to the purchaser clearly stating the following at the minimum: o Names of Lead Bidder and Consortium members o The MoU / Agreement is applicable to this tender and shall be binding on the Consortium members for the contract period.
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RFP for Selection of System Integrator for Implementation of Automatic Fare Collection System in DTC Buses
o Consortium members have read and examined in detail, all the bidding documents in respect of the above-mentioned tender, in respect to product(s) / services offered / supplied. o Roles and Responsibilities of the Consortium members shall be clearly defined. o The Lead Bidder must be authorized to receive instruction / communications from purchaser, authorized to incur liabilities and shall deliver all the provisions of the contract on behalf of consortium members. o The Bidder and any of its consortium members should not be involved in any major litigation that may have an impact of affecting or compromising the delivery of services as required under this contract. o The bidder and any of the Consortium members should not have been blacklisted by any Central / State Government or Public Sector Undertakings. x. Purchaser reserves the right to review, approve and amend the terms of the Consortium Contract or any contract or agreements entered into by and between the members of such Consortium and no such agreement/contract shall be executed, amended, modified and/or terminated without the prior written consent of purchaser. An executed copy of each of such agreements/contracts shall, immediately upon execution be submitted by the Lead Bidder to purchaser.
2.3 Sub-contracting
In order to leverage specialized skills and experience, the sub-contracting of work is permitted. Please refer to Section 6 Clause 24.3 [sub-contractors] for details about specific work areas permitted for sub-contracting. 2.4 Contacting the purchaser i. No Bidders shall contact the purchaser, its employees and advisers on any matter relating to its bid, from the time of the bid opening to the time the Contract is awarded. ii. If a Bidder tries to directly influence the Purchaser or otherwise interfere in the bid submission and evaluation process and the Contract award decision, its bid may be rejected. 2.5 Right to Terminate the Process i. Purchaser may terminate the tender process at any time and without assigning any reason. Purchaser makes no commitments, express or implied, that this process will result in a business transaction with anyone. ii. This tender does not constitute an offer by purchaser. The bidder's participation in this process may result in purchaser selecting the bidders to engage towards execution of the contract. 2.6 Rejection Criteria Besides other conditions and terms highlighted in the tender document, bids may be rejected under following circumstances: i. Bids not qualifying under eligibility criteria. ii. Bids submitted without or improper EMD. iii. Bids received through any platform other than e-procurement platform as mentioned in the tender. iv. Bids which do not confirm to the unconditional validity of the bid as prescribed in the Tender.
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RFP for Selection of System Integrator for Implementation of Automatic Fare Collection System in DTC Buses
v. If the information provided by the Bidders is found to be incorrect / misleading at any stage / time during the Tendering Process. vi. Any effort on the part of a Bidders to influence the purchaser’ s bid evaluation, bid comparison or contract award decisions. vii. Bids received by the purchaser after the last date for receipt of bids prescribed in the data sheet. viii. Bids without signature of person (s) duly authorized on the bid. ix. Bids without power of authorization and any other document consisting of adequate proof of the ability of the signatory to bind the Bidders. x. Technical Bid containing commercial details or any such hints/ calculations /extrapolations/ records. xi. Revelation of Prices in any form or by any reason before opening the Commercial Bid. xii. Failure to furnish all information required by the Tender Document or submission of a bid not substantially responsive to the Tender Document in every respect. xiii. Bidders not quoting for the complete scope of Work as indicated in the Tender documents, addendum (if any) and any subsequent information given to the Bidders. xiv. Bidders not complying with the General Terms and conditions as stated in the Tender Documents. xv. The Bidders not confirming unconditional acceptance of full responsibility of providing services in accordance with the Scope of work, General Terms & Conditions and Service Level Agreements of this tender. xvi. If it is found that firms have tendered separately under different names for the same contract, all such tender(s) shall stand rejected and tender deposit of each such firm/ establishment shall be forfeited. In addition, such firms/ establishments shall be liable at the discretion of the purchaser for further penal action including blacklisting. xvii. If it is found that multiple bidders have uploaded separate tenders/ quotations under different names of firms/ establishments but with common address for such establishments/ firms, are managed or governed by the same person/ persons jointly or severally, such tenders shall be liable for penal and legal action including blacklisting. xviii. If after awarding the contract, it is found that the accepted bid violated any of the directions pertaining to the participation, the contract shall be liable for cancellation at any time during its validity in addition to penal action including blacklisting against the bidders. i. Price Bids that do not conform to the Tender’s price bid format. ii. Total price quoted by the Bidders does not include all statutory taxes excluding GST and levies applicable. 2.7 Tender Document Download i. The Bidders shall download the tender document from the e-procurement website as mentioned in the Proposal Data Sheet. ii. The downloading of the tender documents shall be carried out strictly as provided on the web site.
2.8 Pre-bid meeting and clarifications 2.8.1 Bidders queries i. Any clarification regarding the tender document and any other item related to this project can be submitted to purchaser as per the submission mode and timelines mentioned in the Proposal Data sheet in format defined under annexure A of this RFP. ii. Any requests for clarifications post the indicated date and time shall not be entertained by purchaser.
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RFP for Selection of System Integrator for Implementation of Automatic Fare Collection System in DTC Buses
iii. The queries of only those bidders would be considered who shall send the same across e-mail ID’s/ in writing at the Purchaser’s address indicated in the proposal Data sheet. iv. It is necessary that the pre-bid queries must be submitted in spreadsheet format, along with name and details of the organization submitting the queries as mentioned in Annexure A. In no event purchaser will be responsible for ensuring that bidders’ inquiries have been received by purchaser. v. Purchaser may at its option share the answers with all the bidders either at the Pre-bid meeting or upload “ Replies to Queries on e-procurement portal & DTC official website. Purchaser will endeavour to provide responses to all questions. However, the purchaser makes no representation or warranty as to the completeness of any response, nor does the purchaser undertake to answer all the queries that have been posed by the bidders. 2.8.2 Pre-Bid Meeting Purchaser shall hold a pre-bid meeting with the prospective bidders as mentioned in the Proposal Data Sheet. 2.8.3 Responses to Pre-Bid Queries and Issue of Corrigendum i. Purchaser will formally respond to the pre-bid queries after the pre-bid conference. ii. Purchaser will endeavour to provide timely response to all queries. However, Purchaser makes no representation or warranty as to the completeness or accuracy of any response made in good faith, nor does purchaser undertake to answer all the queries that have been posed by the bidders. iii. At any time prior to the last date for receipt of bids, purchaser may, for any reason, whether at its own initiative or in response to a clarification requested by prospective Bidders, modify the tender Document by issuing a corrigendum. iv. The Corrigendum (if any), notifications regarding extensions (if any) and clarification to the queries from all bidders will be posted on the website mentioned in the Proposal Data Sheet or emailed to all participants of the pre-bid meeting. v. Any such corrigendum shall be deemed to be incorporated into this tender. vi. In order to provide prospective Bidders reasonable time for taking the corrigendum into account, purchaser may, at its discretion, extend the last date for the receipt of Proposals. vii. Notifications regarding extensions, corrigendum, will be published on the website mentioned in the tender schedule and there shall be no advertisement.
2.9 Preparation of Proposals 2.9.1 Bidder Preparation Conditions i. The bidder shall prepare the bid based on details provided in the tender documents. It must be clearly understood that the quantities, specifications and diagrams that are included in the tender document are intended to give the bidder an idea about the scope and magnitude of the work and are not in any way exhaustive and guaranteed by purchaser. ii. The bidder shall carry out the sizing of the solution based on internal assessment and analysis, which may include the use of modelling techniques wherever necessary. iii. The bidder must propose a solution suited to meet the requirements of the purchaser. If, during the sizing of the solution, any upward revisions of the specifications and/or quantity as given in this tender document, are required to be made to meet the conceptual design and/or requirements of tender, all such changes shall be included in the technical proposal and their commercial impact, thereof, shall be included in the commercial bid.
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RFP for Selection of System Integrator for Implementation of Automatic Fare Collection System in DTC Buses
iv. Purchaser will in no case be responsible or liable for any costs associated with the design/sizing of the proposed solution, regardless of the conduct or outcome of the Tendering process. v. If at any stage during the currency of the contract, the solution proposed does not meet the functional requirements, conceptual design, performance requirements/SLA, and other requirements of tender, the bidder shall revise the required specifications and/or quantities with the consent of the purchaser as proposed by the bidder in his bid in order to meet the said objectives/targets. All such provisions shall be made by the bidder within the lump sum contract price, at no extra cost to purchaser and without any impact to purchaser whatsoever.
2.9.2 Proposal preparation costs i. The bidder shall be responsible for all costs incurred in connection with participation in the tender process, including, but not limited to, costs incurred in conduct of informative and other diligence activities, participation in meetings/discussions/presentations, preparation of proposal, in providing any additional information required by purchaser to facilitate the evaluation process and in negotiating a definitive contract or all such activities related to the bid process. ii. Purchaser will in no case be responsible or liable for those costs, regardless of the conduct or outcome of the bidding process.
2.9.3 Earnest Money Deposit (EMD) i. Bidders shall submit EMD, along with their bids, as per the details mentioned in the Data Sheet. ii. EMD of technically disqualified bidders would be refunded by purchaser after completion of technical evaluation within 30 days. iii. After commercial bid evaluation, EMD of successful bidder would be refunded by purchaser after submission of Performance Security by the successful bidder and EMD of unsuccessful bidder shall be refunded after award of work to the successful bidder. iv. The EMD amount is interest free and will be refundable without any accrued interest on it. v. In case bid is submitted without the EMD then purchaser will reject the bid without providing opportunity for any further correspondence to the bidder concerned. vi. The EMD may be forfeited: • If a bidder withdraws its bid during the period of bid validity. • If the successful bidder fails to provide the Performance Security as required at the time of signing of the Agreement. • If the successful bidder fails to sign the Agreement in accordance with this tender within 30 days from the issue of Letter of Intent (LOI) by purchaser. vii. The Bidder has to upload the scanned image of the EMD (mentioned in the Proposal Data Sheet) along with the online bid submission. The original EMD shall be submitted at the address, time and date as mentioned in Data Sheet.
2.9.4 Bidders Authorization i. The Bidder shall appoint an authorized signatory, who may be either the Principal Officer or his duly Authorized Representative, in either case, he/she shall submit a power of attorney. All certificates and documents (including any clarifications sought
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RFP for Selection of System Integrator for Implementation of Automatic Fare Collection System in DTC Buses
and any subsequent correspondences) received hereby, shall be furnished and signed by the authorized signatory. ii. The authorization shall be indicated by written power-of-attorney accompanying the bid in the name of the authorized signatory of the Proposal. iii. In case of consortium, the non-lead members shall authorize the authorized signatory of lead member to sign bid documents on their behalf. iv. Any change in the Principal Officer/ Authorised Signatory shall be intimated to purchaser in advance.
2.9.5 Address for Correspondence i. The Bidders shall designate the official mailing and e-mail address to which all correspondence shall be sent.
2.9.6 Local Conditions i. It will be incumbent upon each Bidder to fully acquaint itself with the local conditions and other relevant factors such as legal conditions which would have any effect on the preparation of the bid and performance of the contract and / or the cost. Purchaser shall not entertain any request for clarification from the Bidders regarding such conditions. ii. Failure to obtain the information necessary for preparing the bid and/or failure to perform activities that may be necessary for the providing services before entering into contract will in no way relieve the successful Bidders from performing any work in accordance with the Tender documents. iii. Neither any change in the time schedule of the contract nor any financial adjustments to the contract awarded under the bidding documents shall be permitted by the purchaser on account of failure of the Bidders to apprise themselves of local laws and site conditions.
2.9.7 Site Visits by Bidder The Bidder may visit and examine site, at a time to be agreed with purchaser (and obtain for himself on his own responsibility all information that may be necessary for preparing the Bid document). The visit may not be used to raise questions or seek clarification; such matters must be submitted in writing. The costs of visiting the site(s) shall be at Bidder's own expense.
2.9.8 Language The proposal should be filled by the bidders in English language only. If any supporting documents submitted are in any language other than English, translation of the same in English language is to be duly attested by the statutory authority. In case the supporting documents are issued in foreign country then such documents shall be endorsed by local “Indian embassy” or any authorized / recognized agency of Indian Embassy. For purposes of interpretation of the documents, the English translation shall govern. For references provided by bidder/members of the Consortium from countries that have signed the Hague Legislation Convention 1961 are not required to be legalized by the Indian Embassy if it carries a conforming Apostille certificate.
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RFP for Selection of System Integrator for Implementation of Automatic Fare Collection System in DTC Buses
2.9.9 Bid validity period Bid shall remain valid for the time mentioned in the Proposal Data Sheet. Bid validity may be extended by the bidder by submitting a letter to purchaser in writing on receipt of request from purchaser.
2.9.10 Discount The Bidders are advised not to indicate any separate discount and will not be considered for evaluation purpose. Discount, if any, should be merged with the quoted prices.
2.9.11 Only One Proposal and One Solution If a Bidder submits or participates in more than one Proposal and / or presents more than one Solution, such a Bidder shall be disqualified.
2.9.12 Additional Conditions Deleted.
2.9.13 Conflict of Interest Purchaser considers a conflict of interest to be a situation in which a party has interests that could improperly influence that party's performance of official duties or responsibilities, contractual obligations, or compliance with applicable laws and regulations and that such conflict of interest may contribute to or constitute a prohibited practice. Purchaser will take appropriate actions to manage such conflicts of interest or may reject a proposal for award if it determines that a conflict of interest has flawed the integrity of selection process.
2.9.14 Right to Terminate the Process Deleted.
2.10 Submission of Proposal 2.10.1 Bidder Registration & Proposal Submission i. Bidders are required to enrol on the e-Procurement Portal (Delhi) on the link provided in the Proposal Data sheet. Bidders are requested to go through the important information ‘User Guide available on e-procurement portal & FAQ’to upload the Tender document properly. ii. As part of the enrolment process, the bidders will be required to choose a unique username and assign a password for their accounts. iii. Bidders are advised to register their valid email address and mobile numbers as part of the registration process. The registered email address would be used for any communication from the e-procurement Portal (Delhi). iv. Upon enrolment, the bidders will be required to register their valid Digital Signature Certificate (Class II or Class III Certificates with signing key usage) issued by any Certifying Authority recognized by Controller of Certifying Authorities (CCA) India with their profile.
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RFP for Selection of System Integrator for Implementation of Automatic Fare Collection System in DTC Buses
v. Only one valid DSC should be registered by a bidder. Please note that the bidders are responsible to ensure that they do not lend their DSC’s to others which may lead to misuse. vi. Bidder shall then log in to the site through the secured log-in by entering their user ID / password and the PIN of the DSC / e-Token. vii. The proposal should necessarily contain at least all the Formats present under ‘Bid Formats’, for submission on the e-procurement Portal. However, this is not an exhaustive list; bidder is expected to go through the tender and provide documents as necessary. viii. During Online Bid Preparation stage, bidders are allowed to make any changes or modifications in the bid data uploaded by them in Technical as well as Commercial envelope. However, once a bidder successfully completes the Bid Preparation stage (by generating the Hash Values), system will not allow them to make any further changes or modifications in the bid data after final bid submission.
2.10.2 Compliant proposals/Completeness of response i. Bidders are advised to study all instructions, forms, terms, requirements and other information in the tender documents carefully. Submission of the bid shall be deemed to have been done after careful study and examination of the tender document with full understanding of its implications. ii. Failure to comply with the requirements of this paragraph may render the proposal non-compliant and the proposal may be rejected. Bidders must: o Include all documentation specified in this tender; o Follow the format of this tender and respond to each element in the order as set out in this tender o Comply with all requirements as set out within this tender. iii. For all the components, wherever applicable, bidder needs to provide the data sheets of the product.
2.10.3 Deviations and Exclusions Bids shall be submitted strictly in accordance with the requirements and terms & conditions of the tender. No Deviations and Exclusions to the tender are allowed. In the absence of any specific provision in the agreement on any issue, decision by purchaser shall be final.
2.10.4 Modification and Withdrawal of Bids i. No bid may be altered / modified after submission to the purchaser. Unsolicited correspondences in this regard from Bidders will not be considered. ii. No bid may be withdrawn in the interval between the last date for receipt of bids and the expiry of the bid validity period specified by the Bidders in the Bid. Withdrawal of a bid during this interval may result in the Bidders forfeiture of its EMD. iii. Prices in any form or by any reason before opening the Commercial Bid should not be revealed. If price change is envisaged due to any clarification, revised Bids can be called from all the bidders by purchaser.
2.10.5 Late Bids i. Bids received in hard copy (without uploading the Technical bid as well as commercial bid through two-bid e-procurement system within stipulated bid closing date) after the
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RFP for Selection of System Integrator for Implementation of Automatic Fare Collection System in DTC Buses
due date and the specified time (including the extended period if any) for any reason whatsoever, shall not be entertained. ii. The bids submitted by telex/telegram/fax/e-mail etc. shall not be considered. No correspondence will be entertained on this matter. iii. Purchaser reserves the right to modify and amend any of the above-stipulated conditions/criteria depending upon project priorities vis-à-vis urgent commitments. 2.11 Opening of Bids i. The bids that are submitted online successfully shall be opened online as per date and time given in Proposal Data Sheet, through e-procurement procedure, authorized representatives of bidders may also attend. The bidder representatives who are present shall sign a register evidencing their attendance. Maximum one representative per applicant shall be permitted to be present at the time of opening the tender. ii. Total transparency will be observed and ensured while opening the Proposals/Bids. iii. Purchaser reserves the rights at all times to postpone or cancel a scheduled Bid opening. iv. Bid opening will be conducted in two stage • In the first stage, Pre-qualification/ Technical Proposals would be opened. The EMD of the Bidders will be opened on the same day and time, on which the Pre- qualification/Technical Proposal is opened. • In the second stage, Commercial Proposal of those Bidders whose Proposals qualify technically, would be opened. • In the event of the specified date of Bid opening being declared a holiday for purchaser, the bids shall be opened at the same time and location on the next working day.
2.12 Evaluation of Bids i. Purchaser will constitute a Tender Evaluation Committee to evaluate the responses of the bidders. ii. The Tender Evaluation Committee constituted by purchaser shall evaluate the responses to the tender and all supporting documents / documentary evidence. The Bidders' technical solution will be evaluated as per the requirements and evaluation criteria as spelt out in the tender document. iii. The Committee may seek inputs from their professional and technical experts in the evaluation process. iv. Purchaser reserves the right to do a reference check of the past experience stated by the Bidder. Any feedback received during the reference check shall be considered during the evaluation process. v. The decision of the Tender Evaluation Committee in the evaluation of responses to the tender shall be final. No correspondence will be entertained outside the process of negotiation/ discussion with the Committee. vi. The Tender Evaluation Committee reserves the right to reject any or all proposals on the basis of any deviations without assigning any reason thereof. vii. Unnecessarily elaborate brochures or other promotional materials beyond those sufficient to present a complete and effective proposal are considered undesirable and may be construed as an indication of the bidder’s lack of cost consciousness. Purchaser’s interest is in the quality and responsiveness of the proposal.
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RFP for Selection of System Integrator for Implementation of Automatic Fare Collection System in DTC Buses
2.13 Clarification on Bids i. During the bid evaluation, purchaser may at its discretion, ask the bidder for a clarification of its bid. The request for clarification and the response shall be in writing, and no change in the price or substance of the bid shall be sought, offered, or permitted. Purchaser is entitled to ask for clarifications as many times as required from the bidders to the satisfaction of the Technical Evaluation committee. ii. If the bidder fails to provide the clarification or any additional information sought, the information provided in the technical proposal only, will be used for evaluation. It is clearly understood that the additional information or clarification on the technical proposal provided by the bidders will not be the basis for affecting any changes in the Commercial Proposal already submitted by the bidders. 2.14 Preliminary Examination of Bids i. Purchaser will examine the bids to determine whether the bids are complete, and in order the required EMD has been furnished, whether the documents have been properly signed. Any bids found to be non-responsive for any reason or not meeting the criteria specified in the tender, will be rejected by purchaser and shall not be included for further consideration. Any deviations in proposal response may make the bid liable for rejection. Initial Bid scrutiny will be held, and bids will be treated as non-responsive, if bids are: • Not submitted in format as specified in the tender document • Received without the Letter of Authorization (Power of Attorney) • Found with suppression of details • With incomplete information, subjective, conditional offers, and partial offers submitted • Submitted without the documents requested • Non-compliant to any of the clauses mentioned in the tender • With lesser validity period All eligible bids will be considered for further evaluation by an Evaluation Committee according to the evaluation process defined in this Bidding document. 2.15 Pre-Qualification Criteria i. The prospective Bidders shall enclose duly signed documentary evidences in support of the Pre-Qualification Criteria along with the Bid. ii. An indicative format for the Pre-Qualification Proposal is as follows. [To be customized this list on the basis of Pre-Qualification Criteria given below]:
Response Reference in Response to S. Pre-qualification Supporting Criteria Pre-Qualification Bid No Criteria description Document (Yes / No) (Section # and Page #)
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RFP for Selection of System Integrator for Implementation of Automatic Fare Collection System in DTC Buses
2.15.1 Eligibility Criteria S. Item Description Documentary Evidence Applicable to No. 1 Registration Bidder shall be any ONE of the following: Certificate of incorporation / Sole bidder/ In Status registration. case of • A company incorporated in India Consortium- under the Companies Act, 1956 or all Consortium Companies Act 2013 (as amended till members date), and subsequent amendments thereto. • An entity registered under LLP Act 2008 and subsequent amendments thereto. • Partnership firms registered under Indian Partnership Act, 1932
The bidder should have been in operations for the last five years as on the date of publishing of tender notice (including name change/ mergers or acquisitions). 2 Turnover The bidder should have an average • Certified Balance Sheets Sole bidder or annual turnover of at least INR 36 Crores along with Income Tax lead bidder of in last 3 financial years. Returns for last 3 years consortium along with copy of GST, For this criterion, annual turnover of only PAN and TAN the bidding entity will be considered. • Certificate from the Annual turnover of any parent, Statutory Auditor as per subsidiary, associated or other related format “PQ Form 3” entity will not be considered. 3 Net worth The bidder should have positive net Duly certified statement Sole Bidder / worth for last three years as of March from the auditor for the last Consortium- 31, 2020 3 financial years as per Lead Bidder format “PQ Form 3”. For the purpose of this criterion, net- worth of only the bidding entity will be considered. Net-Worth of any parent, subsidiary, associated or other related entity will not be considered.
Net worth is defined as Equity Capital + Reserve and Surplus - Revaluation Reserve - Accumulated losses - Intangible assets 4 Blacklisting The Bidder shall not be declared An undertaking from Sole Bidder / / blacklisted or bankrupt or shall have any Authorized Signatory as per In case of Bankruptcy proceeding for bankruptcy, insolvency format “PQ Form 7” Consortium- for any reason for a particular period of all Consortium time by any State/Central Government/ members PSU/ Autonomous Body (Under Any
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RFP for Selection of System Integrator for Implementation of Automatic Fare Collection System in DTC Buses
S. Item Description Documentary Evidence Applicable to No. government law) in India as on last date of submission of the Bid.
5 Certification The Bidder should have a valid minimum Copy of valid certificate Sole Bidder / CMMI Level 3 or higher and/or ISO issued to the Bidding In case of 9001:2008 certificate as on last date of Consortium- Organization by respective submission of the bid all Consortium members 6 Experience The Bidder must have • Work Order + Sole bidder or in Automatic experience of implementing and Completion Certificates In case of Fare operating an automated fare collection from the client; Consortium- Collection system involving design, supply, any OR System – installation, operation and maintenance Consortium ETM of ETM machines for public transport • Work Order + Phase member Machines authority with fleet size of at least Completion Certificate 1000 buses in the last 7 years. (as on (for ongoing projects) the last date of bid submission) from the client
Bidder may submit project experience as Project details as per format per following criteria: “PQ Form 5” One single project with minimum fleet size of 1000 buses
Or
Multiple projects with minimum fleet size of 400 buses each
A qualifying project shall be defined as “A project consisting of supply, design, implementation, operation and maintenance of automatic fare collection system (please refer section 4 and 5 of this RFP for components of automatic fare collection system) for public transport authority. The bidder must have maintained the same project in operation for at least 12 months”.
However, each project should have covered all of the above listed requirements
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RFP for Selection of System Integrator for Implementation of Automatic Fare Collection System in DTC Buses
S. Item Description Documentary Evidence Applicable to No. 7 Experience The Bidder must have experience of • Work Order + Sole bidder or in AFC- providing, implementing , operating and Completion Certificates In case of Smartcard maintaining an automated fare from the client; Consortium- any collection system with average count of OR daily smart card based financial Consortium • Work Order + Phase transactions for public transport member Completion Certificate authority in the last 7 years with (for ongoing projects) Minimum 1,00,000 smart card-based from the client transactions per month
A qualifying project shall be defined as “A project consisting of supply, design, • Project details as per implementation, operation and format “PQ Form 5” maintenance of automatic fare collection system (please refer section 4 and 5 of this RFP for components of automatic fare collection system) for public transport authority. The bidder must have maintained the same project in operation for at least 12 months”.
Bidder may submit project experience as per following criteria:
One single project with minimum 1,00,000 smart card-based transactions per month
Or
Multiple projects with minimum 40,000 smart card-based transactions per month
However, each project should have covered all of the above listed requirements
8 Key AFC Expert: Engineering Graduate with Signed Resume as per PQ Sole bidder or Resources minimum 10 years of experience on Form12 and 13 In case of implementation of automated fare Consortium-
collection system for transit any organisations. Consortium member Project Manager: Management Graduate with minimum 10 years of experience on implementation of automated fare collection system for transit organisations
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S. Item Description Documentary Evidence Applicable to No. MIS reporting Expert: Engineering Graduate with minimum 7 years work experience in MIS reporting with at least one automated fare collection system for transit organisations
9 Solution − Understanding of the objectives of the This could be in the form of Sole bidder or demonstrati assignment: The extent to which the a write-up elaborating the In case of on Systems Implementer’s approach and implementation, support and Consortium- work plan respond to the objectives maintenance, roll out any indicated in the Statement/Scope of methodology to be adopted Consortium Work for this project as per PQ member − Completeness and responsiveness: The Form-11 extent to which the proposal responds exhaustively to all the requirements of all the Terms of Reference 10 Power of 1.MoU between lead bidder and 1.MoU agreement 1.Consortium Attorney/ Consortium member (in case of Bdders- PQ-6 As per format “PQ Form 6” Consortium consortium) and PQ 18
MoU Form-2 2.Power of Attorney (in case of single 2.Power of Attorney as per 2.Single bidder) Format “PQ Form 18” Bidder- PQ 18- Form-1
Note: i. All self-certificates shall be duly signed and stamped by authorized signatory of the bidder firm unless specified otherwise the bids shall not be considered for further evaluation. ii. Purchaser reserves the right to independently verify the documentary evidences including self-certifications submitted by the bidder along with bid.
2.16 Commercial Bid Evaluation i. The commercial bids shall not be opened by purchaser until the evaluations of Pre- Qualification bids have been completed. The qualified Bidders will be informed of the date and venue of the opening of the Commercial Proposals through email or written communication. ii. Prices quoted indicating total price for all the deliverables and services must be fixed and final and shall remain constant throughout the period of the contract and shall not be subject to any upward modifications, on any account whatsoever. The Bid Prices shall be indicated in Indian Rupees (INR) and payments shall be made to successful bidders in Indian currency only. iii. The bid should clearly indicate the price to be charged without any qualifications whatsoever and should include all taxes, duties, fees, levies, works contract tax and other charges excluding GST, as may be applicable in relation to the activities proposed to be carried out. Purchaser reserves the right to ask the Bidder to submit proof of payment against any of the taxes, duties, levies indicated.
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iv. An adjustable price quotation or conditional proposal shall be treated as non-responsive and the bid may be rejected. v. Bidders are advised to exercise adequate care in quoting the prices. No excuse for corrections in the quoted figures will be entertained after the commercial proposals are received and opened. vi. Errors & Rectification: Arithmetical errors will be rectified on the following basis: • If there is a discrepancy between the unit price and the total price that is obtained by multiplying the unit price and quantity, the unit price shall prevail, and the total price shall be corrected. • If there is a discrepancy between words and figures, the amount in words will prevail. vii. Bidder should provide all prices as per the prescribed format provided in Section 4 of the tender as per Form FIN1 to FIN3 viii. Bidders shall indicate the unit rates and total Bid Prices of the equipment/ services, it proposes to provide under the Contract. Prices should be shown separately for each item as required in the tender. ix. Bidder should not leave any field blank. In case the field is not applicable, Bidder must indicate “0” (Zero) in all such fields. x. If there is no price quoted for certain material or service, the bid shall be declared as disqualified. xi. The Bidder needs to account for all Out of Pocket expenses related to boarding, lodging and other related items in the commercial bids. Any additional charges have to be borne by the bidder. For the purpose of evaluation of commercial bids, purchaser shall make appropriate assumptions as mentioned below to arrive at a common bid price for all the bidders. This however shall have no co-relation with the contract value or actual payment to be made to the bidder. xii. The price quoted in the commercial proposal shall be the only payment, payable by purchaser to the successful bidder for completion of the contractual obligations by the successful bidder under the contract, subject to the terms of payment specified as in the proposed commercial bid or the one agreed between purchaser and the bidder after negotiations. xiii. It is mandatory to provide break up of all taxes, duties and levies wherever applicable and/or payable. The taxes quoted in the offer should be as per the prevailing tax rates. Any subsequent increase in the tax rates or introduction of new tax will be paid by purchaser. Similarly, any benefits arising due to downward revision in tax rates, or any exemptions availed by the bidders organization should be passed on to purchaser. The bid amount shall be inclusive of packing, forwarding, transportation, insurance till go live, delivery charges and any other charges as applicable. Any other charges as applicable shall be borne by the bidder. xiv. Percentage (%) of taxes etc. if any, to be claimed shall be indicated in the price bid in FiN-2. xv. The Bidders are advised not to indicate any separate discount. Discount, if any, should be merged with the quoted prices. xvi. Following bidding parameters must be considered while quoting of price: o It is envisaged that total duration of project will be three years. o The bidder has to submit detailed quote as mentioned in Form Fin 3 comprising of On-bus component, depot component and control centre component.
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o Further the quote should also detail out as per Form Fin 2 capital expenditure which the bidder will incur during the implementation phase and operational expenditure which will be incurred over a span of 3 years o It is proposed that bidder will quote based on per ETM per day (2 shifts) including CAPEX and OPEX as per Form Fin 2 o The schedule of buses is shared in section 4 (4.9) for better understanding 2.17 Award Criteria i. Method for evaluation of selection of successful bidder and award of contract to bidder shall be on L-1 basis. ii. The Bid having the lowest commercial quote as per L-1 calculation in Fin-2 Sheet shall be termed as the L-1 iii. The bidder whose bid has secured the “L-1” may be considered as accepted bid. iv. Purchaser is not bound to accept the evaluated bid or any bid and reserves the right to accept any bid, wholly or in part. 2.17.1 Notification of Award i. Prior to the expiration of the validity period, purchaser will notify the successful bidders in writing or by fax or email, that its proposal has been accepted. In case the tendering process / public procurement process has not been completed within the stipulated period, purchaser may like to request the bidders to extend the validity period of the bid. ii. At the time, purchaser notifies the successful bidder that its bid has been accepted, purchaser will send the bidder the pro-forma of contract, incorporating all clauses/ agreements between the parties. The successful bidder shall submit duly signed and stamped agreement to the purchaser. 2.17.2 Contract Finalization and Award i. Upon notification of award to the successful Bidder, purchaser will promptly notify each unsuccessful Bidder.
ii. The selected Bidder/s should convey acceptance of the award of contract by returning duly signed and stamped duplicate copy of the award letter within 7 days of receipt of the communication. iii. The written advice to any change shall be issued by purchaser to the bidders up to 4 (four) weeks prior to the due date of commencement of services.
2.17.3 Performance Security i. The Performance Security in the form of original guarantee in Annexure-B/ Demand Draft/ FDR shall be submitted within 30 days of notification of award done through issuance of the Work Order/ Letter of Award. The validity of the Performance Security is for a period of 6 months beyond the date of completion of all contractual obligation of the System Integrator. However, it is to be noted that the date of commencement of project and all contractual obligations shall commence from the date of issuance of Work order/ letter of acceptance, whichever is earlier. All reference timelines as regards execution of project and payments to bidder shall be considered as beginning from date of issuance of Work Order/ Letter of Award, whichever is earlier. ii. An amount equivalent of 10 % of total contract value (Performance Security) shall be payable by the bidder for the total duration of the contract. All charges whatsoever
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such as commission, etc. with respect to the Performance Security shall be borne by the bidder. iii. The performance Security may be discharged / returned by purchaser after recovering any due amount of penalties, if any, upon satisfactory completion of project beyond 6 months after completion of the contract period. However, no interest shall be payable on the Performance Security. The selected bidder shall be responsible for extending the validity date and claim period of the Performance Security as and when it is due on account of non-completion of the project and warranty period. In case the selected bidder fails to submit performance security with the time stipulated, purchaser at its discretion may cancel the work order placed on the selected bidder without giving any notice. iv. Purchaser shall invoke the performance security, in case the selected bidder fails to discharge their contractual obligations during the period, or if the purchaser incurs any loss due to bidder’s negligence in carrying out the project implementation, as per the agreed terms & conditions. Notwithstanding and without any prejudice to any rights whatsoever of purchaser under contract in matter, the proceeds of Performance Security shall be payable to purchaser as compensation, for any loss resulting from bidder’s failure to complete its obligations under the contract. Purchaser shall notify the bidder in writing, of the exercise of its right, to receive such compensation within 14 days, indicating the contractual obligations for which the bidder is in default. v. The purchaser shall also be entitled to make recoveries, from the bidder’s bills, performance security, or from any other amount due to the bidder, the equivalent value of any payment made to the bidder due to inadvertence, error, collusion, misconstruction or misstatement. 2.17.4 Signing of Contract i. After purchaser notifies the successful bidder that their proposal has been accepted, purchaser shall enter into a contract, incorporating all clauses, pre-bid clarifications and the proposal of the bidder, between purchaser and the successful bidder. The Draft Legal Agreement is provided as a separate document as a template. ii. After completing negotiations, the Purchaser shall issue a Letter of Intent to the selected bidder and promptly notify all other bidders who have submitted proposals about the decision taken. 2.17.5 Failure to Agree with the Terms and Conditions of the tender i. Failure of the successful bidders to agree with the Draft Legal Agreement and Terms & Conditions of the tender shall constitute sufficient grounds for the annulment of the award, in which event purchaser may award the contract to the next evaluated bidder or call for new proposals from the interested bidders. ii. In such a case, the purchaser shall invoke the Performance Security of the successful bidder. 2.18 Contract Commencement i. The bidder should have a defined hierarchy and reporting structure for various teams that would be part of the project. ii. The bidder shall ensure that all the personnel identified for this project have high level of integrity. The bidder shall undertake necessary due diligence to ensure that the personnel have high standard of trustworthiness. The bidder should obtain an undertaking from each of the personnel assigned and the same should be submitted to the purchaser or its nominated agencies/ partners as and when demanded by purchaser or its nominated agencies/ partners. In addition, purchaser could also get the
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background verification checks of the bidder personnel. Any information needed for this activity by purchaser should be provided immediately by bidder. iii. Bidder can provide additional manpower on the basis of their estimate of effort required to complete the scope of work given in of the tender. iv. The bidder should provide sufficient Non-Key Personnel to complete the scope of work. Bidder need not submit the names of such Non-Key Personnel along with the tender. v. For a project of such a large scale and complexity, it is imperative that the bidder should deploy professionals to ensure successful execution of this project. The bidder will in its proposal include the names and detailed Curriculum Vitae of their key personnel who will be working full time on this project. For successful completion and execution of project the bidder shall have to deploy minimum resources as provided in Indicative Bill of Quantities in section 4 of this RFP. vi. The bidder is free to propose and deploy as many resources for the successful and timely completion of the project. Purchaser will provision sufficient space for Bidder personnel in its premises (depots) during implementation. Purchaser will provide them with basic office infrastructure like seating space, Fan, on Free Of Cost (FOC) basis. vii. All the concerned staff should log an attendance on a daily basis at their respective reporting location.
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Section 3: Bid Submission Formats 2.19 PQ Bid Formats Form PQ1: PQ submission letter <
Dear Sir, 1. We hereby request to be qualified with the DTC as a bidder for
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in DTC” put forward in the bid document or such features as may subsequently be mutually agreed between us and DTC or its appointed representatives. 8. We agree for unconditional acceptance of all the terms and conditions set out in the bid document and also agree to abide by this bid response for a period of 180 days from the date fixed for bid opening and it shall remain binding upon us with full force and virtue. Till a formal contract is prepared and executed, this bid response, together with your written acceptance thereof in your notification of award, shall constitute a binding contract between us and DTC. 9. We hereby declare that in case the contract is awarded to us, we will submit Performance Security equivalent to 10% of total contract value within the stipulated time as quoted in the commercial bid in the form prescribed in the tender. 10. I/We understand that DTC reserves the right to reject any application without assigning any reason thereof. 11. I/We hereby undertake that I/We have not made any payment or illegal gratification to any person/authority connected with the bid process so as to influence the bid process and have not committed any offence under the Prevention of Corruption Act 1988 in connection with the bid. 12. All the prices mentioned in our Tender are in accordance with the terms as specified in the tender documents. All the prices and other terms and conditions of this Bid are valid for a period of 180 calendar days from the date of opening of the Bid. 13. We hereby confirm that our prices include all taxes excluding GST. However, all the taxes are quoted separately under relevant sections. 14. We understand that the actual payment would be made as per the existing tax rates during the time of payment. 15. We have indicated in the relevant forms enclosed, the unit rates for the purpose of on account of payment as well as for price adjustment in case of any increase to/decrease from the scope of work under the contract. 16. I/We do hereby confirm to deliver the latest versions of the software and hardware as available on the date of delivery on mutually agreed terms, that addresses the requirements of DTC. 17. In case you require any other further information/ documentary proof before/ during evaluation of our Tender, we agree to furnish the same in time to your satisfaction. 18. We declare that our Bid Price is for the entire scope of the work as specified in the tender document. These prices are indicated in Commercial Bid submitted as part of the requirements of Tender. 19. 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 clarification 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 shall any clarifications sought by you and provided by us would not have any impact on the commercial proposal submitted by us. 20. Our commercial proposal shall be binding upon us subject to the modifications resulting from Contract negotiations, up to expiration of the validity period of the Proposal. 21. We understand you are not bound to accept any Proposal you receive. 22. We hereby declare that our Tender is made in good faith, without collusion or fraud and the information contained in the Tender is true and correct to the DTC of our knowledge and belief. 23. I/We shall disclose any payments made or proposed to be made to any intermediaries (agents, etc.) in connection with the bid.
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24. It is hereby confirmed that I/We are entitled to act on behalf of our company/ firm/ organization and empowered to sign this document as well as such other documents, which may be required in this connection. 25. We declare that we have read through the Tender document, all related clarifications and corrigendum.
Thanking you, Yours faithfully
(Signature of the Authorized signatory of the Sole Bidder/ Lead Bidder) Name : Designation : Date : Company Seal : Business Address :
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Form PQ2: PQ checklist <
The Bidder is required to fill relevant information in the format given below. The pre-qualification bid must contain documentary evidences and supporting information to enable purchaser to evaluate the eligibility of the Bidder without ambiguity.
1. Information of the Bidder
Pre-qualification Reference in Response S. Supporting Response Criteria Criteria to Pre-Qualification Bid No Document (Yes / No) description (Section # and Page #)
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Form PQ3: Financial Capability <
Date: To The Dy. Chief General Manager-(IT), Delhi Transport Corporation, Government of NCT of Delhi I.P. Estate, New Delhi-110002
Dear Sir, We have examined the books of accounts and other relevant records of <
Information from Balance Sheets (in Indian Rupees)
2017-18 2018-19 2019-20
Annual Turnover
Net-worth
(Signature of the Chartered Accountant) Name : Designation : Membership Number : Date : Company Seal : Business Address :
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Form PQ4: Proforma for EMD << in case of Bank Guarantee>>
To,
WHEREAS...... (Name of Bidder) hereinafter called "The Bidder" has decided to participate in the tender (Reference and Description)…….……., hereinafter called "Tender" published by Delhi Transport Corporation, hereinafter called "DTC".
AND WHEREAS it has been stipulated by you in the said Tender that the Bidder shall furnish you with Bank Guarantee for the sum specified therein as Security Deposit for compliance with the Bidder's obligations in accordance with the Tender.
AND WHEREAS we have agreed to give the Bidder a guarantee
THEREFORE, WE hereby affirm that we are Guarantors and responsible to you, on behalf of the Bidder, up to a total of Rs. ______/- (Rupees
"Notwithstanding anything contained herein: liability under this bank guarantee shall not exceed Rs.
______(Signature and Seal of Bank) Date: ______Address: ______Witness: ______
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Form PQ5: Relevant Experience <
Credential for < Criteria No. >
Name of the Organization - <
Parameter Details
General Information
1. Customer Name
Name of the contact person, address and contact details of the 2. customer
3. Whether customer visit can be organized (YES / NO)
Project Details
4. Project Title
5. Location
6. Start Date and End Date
7. Duration of assignment in months
8. Government/Private/PSU/Others please specify
9. Geographical Coverage (No. of locations the project covers)
10. No. of ETMs deployed
11. No. of Smart Cards Deployed
12. No. of Buses covered
13. Date of Go-Live
14. Total Cost of the project (in INR)
15. Total Value of services delivered by your firm (in INR)
16. Current Status (Live / completed / on-going / terminated / suspended)
17. Number of years of successful operation
18. No of staff provided by your company
19. Please indicate the current or the latest AMC period with the client (From Month –Year to Month-Year)
20. Please indicate whether the client is currently using the implemented solution If no, please state the reason
Size of the project
21. Order Value of the project (in lakhs)
22. Capital Expenditure involved (in lakhs)
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Credential for < Criteria No. >
Name of the Organization - <
Parameter Details
23. Cost of services provided by the bidder (in Lakhs)
24. Copy of Go-Live / completion certificate issued by the client Yes / No attached
25. Does the work order / Purchase order / Copy of completion Yes/ No certificate clearly specify following? 1. Name of your organization 2. Detailed Scope of work covering details of solution provided 3. Duration start and end date 4. Names of the associated firms 5. Value of overall contract and value of your scope of work. Note - If no, kindly attach a self-declaration duly attested by statutory authority stating the above listed details for each project. In such cases, absence of this self-certification may result into project not being considered during technical evaluation.
26. Cost of services provided by the partners if involved (in Lakhs)
27. Number of total users and concurrent Total users users of the solution at the client location(s): Concurrent users
28. Training responsibilities of Bidder
29. Any other information to be shared with DTC
Narrative Description of the Project:
Detailed Description of actual services provided by Bidder:
Documentary Proof:
Highlights of the Key Result Areas expected and achieved
List of modules and sub-modules implemented
*For each of the project listed above the bidder needs to provide documentary evidence in the same format separately for different projects: Work Order, Completion letter
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Form PQ6: Format for Consortium Agreement <
This Consortium Agreement executed on this ...... day of...... Two Thousand ………………. By: M/s...... a Company incorporated under the laws of...... and having its registered office at...... (Hereinafter called the “Lead Member/First Member” which expression shall include its successors);
And
M/s. …...... a Company incorporated under the laws of ...... and having its registered office at...... (Hereinafter called the “Second Member” which expression shall include its successors)
The Lead Member/First Member and the Second Member shall collectively hereinafter be called as the “Consortium Members” for the purpose of submitting a proposal (hereinafter called as “Bid”) for the work of ………………………(Name of project) of DTC (hereinafter called the “Purchaser”) in response to Request for Proposal Document (hereinafter called as ”tender” Document) Dated………….. for the purposes of submitting the bid no. …………. ………………………….and entering into a contract in case of award for the work of …… (Name of work) ………………………
WHEREAS, DTC invited bids vide its tender document no. …………………for the work of…………AND WHEREAS as per document, Consortium bids will also be considered by the Purchaser provided they meet the specific requirements in that regard. AND WHEREAS the bid is being submitted to DTC vide proposal dated ………… based on the Consortium Agreement and the bid with its forms and submission documents, in accordance with the requirement of tender conditions and requirements have been signed by all the partners and submitted to DTC. AND WHEREAS Clause <…….> of tender document stipulates that a Consortium of maximum two companies, meeting the requirements stipulated in the tender document may submit a Proposal signed by Lead Member of the Consortium Members so as to legally bind all the Members of the Consortium to the Owner and duly signed Consortium Agreement shall be attached to the Proposal.
NOW THEREFORE, in consideration of the mutual covenants of the members of the Consortium, the sufficiency whereof is hereby acknowledged and other good valuable consideration, we agree as follows: 1. We the members in the Consortium hereby confirm that the name and style of the Consortium shall be……………. Consortium.
2. M/s...... shall act as Lead Member for self, and for and on behalf of M/s ……………………. (Second Member) and further declare and confirm that we shall jointly and severally be bound unto the Owner for the successful performance of the obligations under the Request for Proposal (tender) and resulting Contact Agreement(s) submitted / executed by the Lead Member in the event of the selection of Consortium. Further, the Lead member is
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authorized to incur liabilities and receive instructions for and on behalf of any or all partners of the consortium. 3. The composition or the constitution of the consortium shall not be altered without the prior consent of DTC. 4. The roles and responsibilities of the lead member and second member of the consortium for execution of various components/activities as defined in the tender document shall be as under:
S. No. Project Roles & Roles &Responsibility of Component/Activity Responsibility of Consortium Member(s) Lead Member
1
2
3
4
5. It is agreed that the lead member shall be liable for the entire scope of work and risks involved thereof. It is also agreed that all non-lead member of the consortium shall be held equally responsible along with the lead member for the obligations under the tender Document, Contract and this Agreement, as per the scope of work, roles and responsibility agreed in this agreement. 6. For the purpose of this agreement, the tender document and the contract, the lead member shall be the single point of contact for the DTC, shall have the overall responsibility of the management of the Project and shall have single point responsibility for ensuring that all members of the consortium are complying with the terms and conditions set out in the Contract and the tender Document. 7. If DTC suffers any loss or damage on account of any breach in the stipulation of the agreements to be entered into by the consortium members, upon its selection pursuant to tender (the "Agreements") or any shortfall in the performance of the Transaction or in meeting the performances guaranteed as per the tender and the agreements, the consortium members hereby jointly and severally undertake to promptly make good such loss or damages caused to DTC on its demand without any demur or contest. The Purchaser shall have the right to proceed against anyone of the partners and it shall neither be necessary nor obligatory on the part of the Purchaser to proceed against the Lead bidder before proceeding against or dealing with the other Member. 8. The financial liability of the consortium members to the DTC, with respect to any of the claims arising out of the performance or non-performance of obligations under the tender and the resulting agreement(s) shall not be limited so as to restrict or limit the liabilities of any of the members. 9. It is expressly agreed by the members that all the due payments shall be made by the Purchaser to lead member only. 10. This consortium agreement shall be construed and interpreted in accordance with the laws of India and the Courts of Delhi shall have the exclusive jurisdiction in all matters arising there under. 11. It is also hereby agreed that lead member shall, on behalf of the consortium shall submit the bid and performance security as specified by owner in the tender document. 12. It is further agreed that this consortium agreement shall be irrevocable and shall continue to be enforceable till the same is discharged by DTC
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13. This Agreement shall come into force as of the date of signing and shall continue in full force and effect until the complete discharge of all obligations, concerning the carrying out of the project, which have been taken on by the parties under the contract, tender document and under this agreement. 14. There are no other terms and conditions in contradiction to the tender and above-mentioned terms and conditions.
IN WITNESS WHEREOF, the Members to the Consortium agreement have through their authorised representatives executed these presents and affixed common seal of their companies, on the day, month and year first mentioned above.
Common Seal of...... has been affixed in For and on behalf of M/s……………. my/our Lead Member presence pursuant to Board of Director’s resolution dated ...... (Lead Bidder)
1) Witness (Signature of authorized representative) Name: 2) Witness Designation:
Common Seal of...... has been affixed in For and on behalf of M/s……………. my/our Lead Member presence pursuant to Board of Director’s resolution dated ...... (Second member)
1) Witness (Signature of authorized representative) Name: 2) Witness Designation:
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Form PQ7: Details of Blacklisting/Bankruptcy with any of the Centre/ State Government / Public Sector Units/ Autonomous Bodies <
Date: To The Dy. Chief General Manager-(IT), Delhi Transport Corporation, I.P. Estate, New Delhi-110002 Subject: Declaration for not being Blacklisted/Bankrupt for any of the centre/ State Government /or Public Sector Units/ Autonomous Bodies
Dear Sir, In response to the Tender No: ______, I/ We hereby declare that presently our Company/ Firm ______is having unblemished record and is not declared blacklisted/bankrupt for any reason either indefinitely or for a particular period of time by any State/ Central Government/ PSU/Autonomous Body. We further declare that presently our Company/ firm ______is not blacklisted or bankrupt or has any proceeding for bankruptcy, insolvency and not declared ineligible for any reasons by any State/ Central Government/ PSU/ Autonomous Body on the date of Bid Submission. If this declaration is found to be incorrect then without prejudice to any other action that may be taken, my/ our security may be forfeited in full and the tender if any to the extent accepted may be cancelled. Thanking you, Yours faithfully
(Signature of the Authorized signatory of the Bidding Organization) Name : Designation : Date : Company Seal : Business Address :
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Form PQ8: Manufacturers Authorization Form (For Hardware Equipment) <
Sub: Authorization of
S. No. Product Name Remarks
Yours faithfully,
Authorised Signatory Designation OEM’s company name CC: Bidder’s corporate name
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Form PQ9: Bidder’s and Sub-Contractor’s Details <
S. No Details Required Response 1 Name of the Company/ Bidder 2 Year of establishment of the Company/Bidder 3 Head Office Address 4 Telephone No. (with STD Code) 5 Fax No. (with STD Code) 6 E-mail Address 7 Name of the key representative for this project
Sub-Contractor’s Details
S. No Details Required Response 1 Name of the Company/ Sub-Contractor 2 Year of establishment of the Company/Sub-Contractor 3 Head Office Address 4 Telephone No. (with STD Code) 5 Fax No. (with STD Code) 6 E-mail Address 7 Area of Specialization 8 Brief Description about Works and Services to be sub- contracted
Note: In case of more than one sub-contractor please submit details in additional sheets in the above format.
As of this date the information furnished in all parts of this form is accurate and true to the DTC of my knowledge.
(Signature of the Authorised signatory of the Bidder) Name: Designation: Seal: Date: Place:
Business Address:
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Form PQ10: Letter of participation from each member of the consortium
(On each consortium member’s Letter Head)
To The Dy. Chief General Manager-(IT), Delhi Transport Corporation, I.P. Estate, New Delhi-110002
(Applicant to provide date and reference) APPLICATION FOR QUALIFICATION
TENDER NUMBER: Sub:
Dear Sir,
We wish to confirm that our company/ firm (delete as appropriate) has formed / intends (delete as appropriate) to form a consortium with ……………… (member to insert names of all other members of the group) for purposes associated with Selection of System Integrator (SI) for Implementation, maintenance and support for AFCS in DTC Buses.
(Members who are not the lead member of the group should add the following paragraph)
The group is led by ………………………………… (member to insert name of lead member) whom we hereby authorize to act on our behalf for the purposes of applying for assessment. (Member being the lead member of the group should add the following paragraph) In this group we act as leader and, for the purposes of applying for assessment, represent the group. In the event of our group being invited to Tender no: ______, we agree to be liable to DTC, its successors as per terms of this tender and assigns for all obligations, duties and responsibilities arising from or imposed by any contract subsequently entered into between DTC and our group.
Yours faithfully,
(Signature) ………………… (Name of Signatory) ……… (Capacity of Signatory) ……
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Form PQ11: Proposed Approach and Methodology for Implementation, maintenance and support for AFCS in DTC buses
<
1. The Bidder should cover details of the methodology proposed to be adopted for planning and implementation of solutions and infrastructure relating to establishment of the proposed solution. 2. The Bidder may give suggestions on improvement of the scope of work given and may mention the details of any add on services related to this project over and above what is laid down in the tender document. List of deliverables should also be identified and explained. 3. Project Methodology should contain but not limited to following • Overall implementation methodology (Objective of phases, deliverables at each phase, etc.) • Methodology for performing design • Methodology for quality control and testing of configured system • Methodology of internal acceptance and review mechanism for deliverables by the bidder. • Proposed Acceptance criteria for deliverables • Proposed tools and processes which will be followed by the bidder during project implementation • Change Management and Training Plan • Spare-part delivery management Plan for hardware components related to the solution • Risk and Quality management plan 4. Additional information directly relevant to the scope of services provided in the section 4 and 5 of the tender may be submitted to accompany the proposal. 5. Detailed support model for services under support and Maintenance
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Form PQ12: List of Key Personnel
<
Name of Key S. No Area of Expertise Position/Task assigned for this job Personnel
1.
2.
3.
4.
5.
6.
Note: 1. Names of only the Key Personnel (as defined in evaluation criteria) should be mentioned in the table above. 2. One Key Personnel cannot be assigned more than one role and more than one person cannot be proposed for a key role.
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Form PQ13: Curriculum Vitae of Key Personnel
1 Proposed Position
2 Name of Staff
3 Current Job Title/ Designation
4 Date of Birth
5 Nationality
6 Education Sr. Degree Institution Dates No Obtained
7 Certifications
8 Employment Record
9 Membership of Professional Associations
10 Other Training
11 Countries of Work Experience
12 Languages Sr. Language Read Write Speak No
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13 Detailed Tasks Assigned
14 Work Undertaken that DTC Illustrates Capability to Handle the Tasks Assigned
Name of the Assignment/Job or project
Year
Location
Employer
Main Project Features
Position Held (duration)
Activities Performed
Certification: I, the undersigned, certify that to the DTC of my knowledge and belief, this CV correctly describes myself, my qualifications, and my experience. I understand that any willful misstatement described herein may lead to my disqualification or dismissal, if engaged. Date: Place:
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Form PQ14: Work Schedule <
S. No Activity Duration (Indicate start and end)
1 2 3 4 5 6 7 8 9 10 11 12 N
Note: The above activity chart is for the purpose of illustration. Bidders are requested to provide detailed activity and phase wise timelines for executing the project with details of deliverables.
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Form PQ15: Undertaking – Arrangement with OEMs for Technical Support <
(Signature of the Authorised signatory of the Bidder) Name: Designation: Seal: Date: Place: Business Address:
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Summary of Arrangement with OEMs for implementation and operations support
OEM Name & S. No. Product Arrangement for Technical Support Registered Office
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Form PQ16: Declaration of Non-conflict of Interest << On bidder/ Lead Bidder/ Consortium member letter head>>
TO WHOMSOEVER IT MAY CONCERN
We certify that neither we nor any member of our company or consortium has not taken any assistance / support from DTC employees/ firm / consultants who have been part of the bid publication process. Further we hereby certify that there is no potential conflict of interest and failure to disclose such situations may lead to disqualifying the bidder or terminating contract, in case of award.
We remain, Yours Sincerely Signature of Authorized Signatory of RFP Respondent Name and Title of Signatory: Name of Firm: Address: Phone: Fax: Email:
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Form PQ17: Statement of Legal Capacity
(To be forwarded on the letterhead of the Bidder/ Lead Member of Consortium) Date: To, Dy. Chief General Manager-(IT) Delhi Transport Corporation I.P. Estate, New Delhi-110002
Dear Sir, We hereby confirm that we/ our members in the Consortium (constitution of which has been described in the bid) satisfy the terms and conditions laid out in the ITB document. We have agreed that ______(insert member’s name) will act as the Lead Member of our consortium. * We have agreed that ______(insert individual’s name) will act as our representative/ will act as the representative of the bidder/consortium on its behalf* and has been duly authorized to submit the bid. Further, the authorised signatory is vested with requisite powers to furnish such letter and authenticate the same.*
Thanking you,
Yours faithfully,
(Signature, name and designation of the authorised signatory)
For and on behalf of______
*Please strike out whichever is not applicable.
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Form PQ18: Power of Attorney for Single Bidder
<
Form 1: Power of Attorney for signing of bid Know all men by these presents, we______(name of the firm and address of the registered office) do hereby irrevocably constitute, nominate, appoint and authorise Mr./ Ms. (name), ______son/daughter/wife of ______and presently residing at ______, who is presently employed with us/ the Lead Member of our Consortium and holding the position of ______, as our true and lawful attorney (hereinafter referred to as the “Attorney”) 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 bid for the ***** Project proposed by the ***** (the “Employer”) including but not limited to signing and submission of all applications, bids and other documents and writings, participate in pre-bid meetings and other conferences and providing information/ responses to the Employer, representing us in all matters before the Employer, signing and execution of all contracts including the Contract Agreement and undertakings consequent to acceptance of our bid, and generally dealing with the Employer in all matters in connection with or relating to or arising out of our bid for the said Project and/ or upon award thereof to us and/or till the entering into of the Contract Agreement with the Employer. AND we hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds and things done or caused to be done by our said Attorney pursuant to and in exercise of the powers conferred by this Power of Attorney and that all acts, deeds and things done by our said Attorney in exercise of the powers hereby conferred shall and shall always be deemed to have been done by us. IN WITNESS WHEREOF WE______HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS ______DAY OF ______2020.
For ______(Signature, name, designation and address) Witnesses: 1. (Notarized) 2.
Accepted ______(Signature) (Name, Title and Address of the Attorney)
Notes:
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• The mode of execution of the Power of Attorney should be in accordance with the procedure, if any, laid down by the applicable law and the charter documents of the executant(s) and when it is so required, the same should be under common seal affixed in accordance with the required procedure.
• Wherever required, the Bidder should submit for verification the extract of the charter documents and documents such as a board or shareholders’ resolution/ power of attorney in favour of the person executing this Power of Attorney for the delegation of power hereunder on behalf of the Bidder.
• For a Power of Attorney executed and issued overseas, the document will also have to be legalized by the Indian Embassy and notarized in the jurisdiction where the Power of Attorney is being issued. However, the Power of Attorney provided by bidder/members of the Consortium from countries that have signed the Hague Legislation Convention 1961 are not required to be legalized by the Indian Embassy if it carries a conforming Apostille certificate.
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Form 2: Power of Attorney Format for Lead Member of Consortium
<
Whereas DTC (“the Employer”) has invited applications from interested parties for selection of System Integrator (SI) for implementation of Automatic Fare collection system (AFCS) in DTC buses (the “Project”). Whereas, ______, and ______(collectively the “Consortium”) being Members of the Consortium are interested in bidding for the Project in accordance with the terms and conditions of the Instruction to Bidders (ITB) and other connected documents in respect of the Project, and Whereas, it is necessary for the Members of the Consortium to designate one of them as the Lead Member with all necessary power and authority to do for and on behalf of the Consortium, all acts, deeds and things as may be necessary in connection with the Consortium’s bid for the Project and its execution. NOW THEREFORE KNOW ALL MEN BY THESE PRESENTS We, ______having our registered office at ______and ______having our registered office at ______, (hereinafter collectively referred to as the “Principals”) do hereby irrevocably designate, nominate, constitute, appoint and authorise M/S ______having its registered office at ______, being one of the Members of the Consortium, as the Lead Member and true and lawful attorney of the Consortium (hereinafter referred to as the “Attorney”). We hereby irrevocably authorise the Attorney (with power to sub-delegate) to conduct all business for and on behalf of the Consortium and any one of us during the bidding process and, in the event the Consortium is awarded the concession/contract, during the execution of the Project and in this regard, to do on our behalf and on behalf of the Consortium, all or any of such acts, deeds or things as are necessary or required or incidental to the pre-qualification of the Consortium and submission of its bid for the Project, including but not limited to signing and submission of all applications, bids and other documents and writings, participate in bidders and other conferences, respond to queries, submit information/ documents, sign and execute contracts and undertakings consequent to acceptance of the bid of the Consortium and generally to represent the Consortium in all its dealings with the Employer in all matters in connection with or relating to or arising out of the Consortium’s bid for the Project and/or upon award thereof for all obligations and liabilities relating to the Project and in accordance with the terms of the Contract Agreement. AND hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds and things done or caused to be done by our said Attorney pursuant to and in exercise of the powers conferred by this Power of Attorney and that all acts, deeds and things done by our said Attorney in exercise of the powers hereby conferred shall and shall always be deemed to have been done by us/ Consortium.
IN WITNESS WHEREOF WE THE PRINCIPALS ABOVE NAMED HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS ______DAY OF ______2020
For ……………………. (Signature)
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…………………….. (Name & Title)
For ……………………. (Signature) …………………….. (Name & Title)
For ……………………. (Signature) …………………….. (Name & Title)
Accepted: Witnesses:
1.
2. ……………………………………… (Executants) (To be executed by all the Members of the Consortium)
Notes:
• The mode of execution of the Power of Attorney should be in accordance with the procedure, if any, lay down by the applicable law and the charter documents of the executant(s) and when it is so required, the same should be under common seal affixed in accordance with the required procedure.
• Also, wherever required, the Bidder should submit for verification the extract of the charter documents and documents such as a board or shareholders’ resolution/ power of attorney in favour of the person executing this Power of Attorney for the delegation of power hereunder on behalf of the Bidder.
• For a Power of Attorney executed and issued overseas, the document will also have to be legalized by the Indian Embassy and notarized in the jurisdiction where the Power of Attorney is being issued. However, the Power of Attorney provided by Applicants from countries that have signed the Hague Legislation Convention 1961 are not required to be legalized by the Indian Embassy if it carries a conforming Apostille certificate.
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2.20 Commercial Bid Formats Form FIN1: Commercial bid submission letter <
The Dy. Chief General Manager-(IT), Delhi Transport Corporation I.P. Estate, New Delhi-110002
Sir, Subject: Response to Request for Proposal (RFP) for “RFP for selection of SI for Implementation, maintenance and support for AFCS in DTC buses”
Reference:
We, the undersigned Bidders, having read and examined in detail all sections of the RFP document in respect of “RFP for selection of SI for Implementation, maintenance and support for AFCS in DTC buses”, do hereby propose to provide the solutions and services as specified in the Tender document.
1. Price and Validity All the prices mentioned in our proposal are in accordance with the terms as specified in the Tender documents. All the prices and other terms and conditions of this proposal are valid for a period of 180 calendar days from the date of submission of the Proposal.
2. Taxes We hereby confirm that our proposal prices include all taxes excluding GST, existing as on the date of submission. We hereby declare that if any income tax, surcharge on Income Tax, Professional and any other Corporate Tax in altercated under the law, we shall pay the same. However, any variation in tax apart from GST will be reimbursed by the DTC based on actual prevailing rates as on the date of invoice.
3. Qualifying Data We confirm having submitted the information as required by you in your Instruction to Bidders. In case you require any other further information/documentary proof in this regard before evaluation of our Bid, we agree to furnish the same in time to your satisfaction.
4. Proposal Price We declare that our proposal Price is for the entire scope of the work as specified in the Schedule of Requirements and Tender documents. The price quoted will remain firm during the contract period. 5. We hereby declare that our Proposal is made in good faith, without collusion or fraud and the information contained in the Proposal is true and correct to the DTC of our knowledge and belief.
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6. We understand that our Proposal is binding on us during the validity period or the extensions thereof and that you are not bound to accept a Proposal you receive. 7. We confirm that no deviations are attached here with this commercial offer.
Thanking You, Yours faithfully,
(Signature of the Bidder / Authorized signatory) Name
Designation
Seal
Date:
Place:
Business Address:
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Form FIN2: Summary
Note:
• Bidder should provide all prices, quantities as per the prescribed format. Bidder should not leave any field blank. In case the field is not applicable, Bidder must indicate “0” (Zero) in all such fields. • It is mandatory to provide breakup of all Taxes, Duties and Levies excluding GST wherever applicable and or payable. • Purchaser reserves the right to ask the Agency to submit proof of payment against any of the taxes, duties, levies indicated. • Purchaser shall consider all Taxes, Duties and Levies excluding GST for the purpose of Evaluation for L1. • Values in financial quote are to be provided in figures and in words with no cutting, overwriting.
Breakup of CAPEX and OPEX:
Description Total CAPEX (INR) Total OPEX (INR)
Financial Quote
Total Taxes (Tax 1+Tax 2 + …) EXCLUDING GST
Grand Total (CAPEX + OPEX) inclusive of all (insert value) taxes EXCLUDING GST
Grand Total (CAPEX + OPEX) inclusive of all (insert in words) taxes EXCLUDING GST
Taxes:
# Description Percentage (%) Value-INR
1 Tax 1
2 Tax 2
3 Total Taxes (Tax 1+Tax 2 + …)
For L1 Calculation purpose only:
Weighted Average number of ETMs for 36 months 1650 (indicative)
Total number of years 3
Months 12
Price Per ETM per Day: Grand Total/ (No of ETM * Grand Total / (1650 * 365 * 3) 365 * 3)
Grand total should be taken from the above table “Breakup of CAPEX and OPEX”
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L1 Quote:
Price Per ETM per DAY: (In value) inclusive of all
taxes EXCLUDING GST Price Per ETM per DAY: (In Words) inclusive of all
taxes EXCLUDING GST
Authorised signatory on behalf of the bidder: Full name: ……………………………………………………… Address: ………………………………………………………. Seal of the Firm:
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Form FIN3: Commercial bid and priced bill of material (3756 Buses and 35 Depots)
S. Component Component No of Units Unit Rate Total CAPEX OPEX Year 1 OPEX Year 2 OPEX Year 3 Total OPEX No Category
A B C = (A x B) 1 2 3 D = (1+2+3) On Bus Components 1 Hardware ETM Machine 2 Hardware Thermal paper 3 Hardware SAM Module 0 4 Network SIM charges On Depot Components 5 Hardware Desktop 6 Hardware Printer 7 Hardware UPS 8 Network Broadband Network Router with Dual 9 Port Network Secondary data 10 card 11 Manpower Field Manager Control room components 12 Hardware Desktop 13 Hardware Printer 14 Hardware UPS
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S. Component Component No of Units Unit Rate Total CAPEX OPEX Year 1 OPEX Year 2 OPEX Year 3 Total OPEX No Category
16 Manpower Key Experts- PM 17 Manpower Key Experts- AFC 18 Manpower Key Experts- MIS Broadband- central 19 Network control room 20 Network P2P Lease Line 21 Hardware DC-DR Set-up 22 Software AFCS application Integration with 23 Software DMRC CCHS Mobile Ticketing 24 Software Application Total Amount inclusive of Taxes, Duties, Levies etc. (as Total CAPEX Total OPEX applicable) excluding GST – in INR (Value) Total Amount inclusive of Taxes, Duties, Levies etc. (as
applicable) excluding GST – in INR (Words)
Authorised signatory on behalf of the bidder: Full name: ……………………………………………………… Address: ………………………………………………………. Seal of the Firm:
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Notes of Fin-1,2,3 Forms: i. Above breakup of rates is only for determining the total bid value for shortlisting the successful bidder for work award. However, actual payments shall be regulated based on the actual number of buses out-shedded at different depots where services as per Scope of Work were delivered during the billing period. ii. The number of depots/buses mentioned above are indicative only and Purchaser reserves the right to increase or decrease the number of actual depots/buses intended to be covered under the contract. (The system should have the capability of sufficient scalability to accommodate more depots, if any) iii. In addition, Purchaser reserves the right to increase or decrease the quantities of items indicated in the Indicative BOQ in RFP and the payments shall be based on the actual quantity of items. Since the buses shall be procured in batches the bidder shall supply the ETMs also in batches, with each batch payment being made separately by purchaser as per terms of payment. iv. Bidder to hereby confirm that the bid price includes all statutory taxes/ levies but excluding GST (as applicable on the services). Bidder to also declare that any tax, surcharge on tax and / or any other levies, if altered in future and payable under the law, the same shall be borne by bidder. v. The quoted rates for all items shall remain unchanged for entire term of the Contract Agreement. In case there is increase or decrease in any item(s) to be installed, then the payment to the Service Provider shall be made as per actuals, as the case may be, in reference to the quoted price in the financial bid and/or as assessed by the Purchaser in case item is not mentioned in the financial bid .
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Section 4: Terms of Reference 4.1 Delhi Region
Delhi, officially the National Capital Territory of Delhi (NCT), is a city and a Union Territory of India containing New Delhi, the capital of India. It is bordered by the state of Haryana on three sides and by Uttar Pradesh to the east. The NCT covers an area of 1,484 square kilometres (573 sq. mi). It has a population of over 3 crores. Delhi has a huge reliance on public transport such as Delhi Metro, Cluster buses of Transport department, DTC buses, auto-rickshaws, e-rickshaws, cycle rickshaws, Grameen sewas and taxis. 4.2 About Delhi Transport Corporation (DTC)
Ministry of Transport took over bus service in Delhi in May 1948. It was named "Delhi Transport Service". It was again constituted as "Delhi Road Transport Authority" under the Road Transport Corporation Act, 1950. This Authority became an undertaking of Municipal Corporation of Delhi by an Act of Parliament in April 1958. Delhi Transport Corporation which was under administrative control of the Indian government was transferred to the Government of National Capital Territory, Delhi in August 1996. DTC presently 34 depots in Delhi area and one in Noida area with a fleet of 3756 buses. These depots are involved in the operation and maintenance of DTC buses. Each depot is headed by a Depot Manager. These depots are further divided into east, west, north and south regions and headed by Regional Managers. 4.3 Project Background
As a part of digital enablement, Delhi Transport Corporation has implemented the Automatic Fare Collection System (AFCS) in stage carriage bus in a phased manner. The objective was to improve efficiency, reliability and transparency of the ticketing system, to make tickets passenger friendly, to generate rich data for decision support and to make ticket issuance more convenient. DTC has introduced smart card enabled Electronic Ticketing Machine (ETMs) for ticketing in buses as a part of its AFCS project. DTC envisages to upgrade the existing AFCS system to have an effective state-of-the-art system that will:
• Improve efficiency and provide seamless operations • Generate MIS reports • Provide data integrity and security • Provide service adherence and performance monitoring • Facilitate fare-Service Integration through smart cards • Bring transparency in bus ticketing operations in DTC buses • Keep track daily revenue generation • Safe and hygienic travel interface to purchase fare media • Provide Mobile Ticketing facility • Various modes of digital payment (QR Codes or any wallet payment Google Pay, UPI, Paytm etc.)
4.4 Scope of Work
The service provider shall be responsible for design, supply, installation, testing, commissioning, maintenance and operation support of all hardware and software components along with interfaces
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RFP for Selection of System Integrator for Implementation of Automatic Fare Collection System in DTC Buses of AFC system during the entire contract period. Scope of services for the service provider are as follows: 1. Provide robust and durable ETMs (with complete accessories, extra battery and charger) as per the minimum technical specifications including carrying out the activities incidental and relating thereto. 2. Provide, operate and maintain ETM charging infrastructure for charging of ETMs at each bus depot. 3. Supply and maintain depot infrastructure. 4. Provide, operate and maintain UPS (if required) with optimum backup for charging of ETMs at each bus depot. 5. Handle ETMs in depots which includes, inter alia, issue and receipt, maintenance and other activities to keep ETMs in good working and hygienic condition. 6. Provide supply of thermal paper rolls for testing purposes and use during entire contract period. 7. Undertake maintenance, repair, replacement, keep enough spare parts and other incidental activities relating to the ETMs including components, batteries and accessories during the Contract Period. All spares including batteries will be provided by the Service provider, as part of maintenance support. 8. Maintain a helpdesk, to record defects/complaints with respect to the ETMs and associated services through incident reporting management system. The Service provider will create a maintenance team, with its manpower deployed at depots providing the first level of support. 9. Deploy manpower with relevant experience and qualification in depots to handle ETMs including charging of ETMs/batteries, issuance and receiving ETMs to/from conductors, through authorized officials of Delhi Transport Corporation. The manpower will be deployed by the Service provider to cover the entire operational period of buses, as well as charging of ETMs. 10. Manage installation/replacement of SIMs in the ETMs. 11. Maintain adequate stock of spare ETMs, batteries and any other spares at each depot. 12. Ensure that the battery charge in the ETM last for the entire operation of bus. The Service provider will provide appropriate solution for smooth functioning of ETMs during all types of operation (City, extraordinary load on festival days/holidays, etc.), which may include providing charging facility on some/ all buses, providing spare battery to conductors with easy battery change mechanism, etc. 13. The ETMs and related infrastructure shall be transferred to Delhi Transport Corporation, in good working condition, at zero cost at the end of the Contract Period. 14. The system shall be scalable to accommodate expansion due to integration with DMRC Automatic Fare Collection systems
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15. The system shall operate in compliance with the business rules of purchaser and shall be designed to accommodate any changes in the business rules. 16. The system software shall be provided to purchaser with perpetual license. 17. The proposed hardware and software solution shall ensure Vendor independence delivery of modules and equipment as far as possible. 18. Provide standard commercial off the shelf (COTS) products and software encouraging use of non-proprietary items. 19. The Service provider shall allow flexibility and configurability to allow the installed system to be easily modified to accommodate a multi-operator environment including the application of any government policies to be adhered to. 20. System should be secure to provide protection against fraud, data theft, falsification of data, external threats, false accounting and unauthorized access etc. 21. Supply Software and Hardware components along with spare components. The bill of material included in the RFP will be indicative and service provider may add components to the list to meet the solution requirements. 22. Design the system as per the functional requirements of the project. The design life period of the system shall be at least 10 years in terms of selected technology, future upgrades, security considerations, scalability and future upgrades in-case required after completion of contract period. 23. The system shall be designed based on service-oriented architecture, adopt to non- proprietary open standards for seamless integration with external applications such as Intelligent Transport Management System, Mobile applications, DTC existing online Bus Pass System etc. in future. 24. The service provider shall provide technical assistance during operations and maintain the system during contract period to ensure the performance as per the defined Service Level Agreements(SLAs). 25. Follow the schedules of works and supply and complete the sections of the works by the key dates set out in the tender document. Schedule of key dates are provided in the Project Timelines section. 26. Supply install and commission the networking equipment and cables for setting up network. The service provider shall ensure the connectivity among various remote components of system such as ETM machines with central back office system as per the SLA. 27. Make adequate arrangement, in case of exceptional circumstances, to replace machine in the bus in-case the ETM machine is not working while bus is on route. 28. Provide training to officers / officials of DTC to fulfil the requirement. 29. Provide mobile ticketing solution, payment through mobile from any wallet like Paytm, GooglePay (with generation of QR Code for accepting payment from any above-
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mentioned wallet and vendor is to make arrangement for settling accounts to decide the wallet in consultation with DTC) 30. Prepare, update and submit all documentation required to cover all phases of the service provider’s scope of work.
The scope of the implementation of AFCS project includes following Key modules :
1. Electronic Ticketing Machine (ETM) 2. Depot computer system 3. Centralized Fare Collection System 4. Contact Less Smart Card System 5. Operations control centre 6. Cloud Hosting or DC and DR 7. Incident reporting and management system (IRMS) 8. Interface to DMRC Central Clearing House System (CCHS) 9. Mobile ticketing application including any government authorised app-based interface. 10. Static QR Codes in each bus for payments through UPI/Paytm/Google Pay etc.
4.5 Roles and responsibilities Below table shows the envisaged roles and responsibilities of DTC and AFC Service Provider involved in AFC implementation project
Sr. Task/Responsibilities Entities No.
Delhi AFC Service Transport Provider Corporation
Designing AFCS architecture and facilitating 1 Y integration with DMRC CCHS
Timely review and approvals at various stages as 2 Y required
3 Supply ETM devices and related hardware Y
4 Provide training to conductors for use of devices Y
Charging, repair, maintenance and other incidental activities (such as to and fro 5 Y transportation of devices, hardware etc. if required) related to ETM devices
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Sr. Task/Responsibilities Entities No.
Delhi AFC Service Transport Provider Corporation
Update route, fare and other changes on ETM 6 devices on receiving data from Delhi Transport Y Corporation
7 Business rules Y
8 Depot equipment at bus depots Y
9 Network connectivity at depots Y
Manpower for handling ETM, including charging, 10 Y issuance and collection
Set up process of issue, receipt and other 11 relevant details of ETM to/from conductors in Y consultation with Delhi Transport Corporation
Provide necessary infrastructure at depot for 12 Y training department personnel
Store data captured during contract period and 13 Y provide consolidated data for ready access
14 Configure backend system and ETMs Y
15 Software for ETM and backend system Y
16 Configure backend system and DMRC CCHS Y
Central Dashboard/ Depot Software and MIS 17 Y reports
Making availability of Thermal Paper Rolls in each 18 depot along with adequate stock (of around 15 Y days)
19 Network connectivity for on bus ETM Y
Communication between Central server to all 20 Y depots, DMRC server, regional office, etc.
21 Spare batteries for ETM Y
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Sr. Task/Responsibilities Entities No.
Delhi AFC Service Transport Provider Corporation
22 Power for ETM charging Y
Infrastructure set up per depot for charging ETM 23 Y and spares
24 ICT infrastructure at depot, central office Y
Manpower for ETM hardware and software 25 Y maintenance
Application Software, OS, license at data centre 26 Y and any third-party software
Software development for application and mobile 27 ticketing, customization, monitoring, Y maintenance and support
28 Monitoring of Data centre services Y
29 Training manuals for hardware and software Y
30 3G/4G Connectivity through SIM card for ETM Y
Provide Training to DTC Officers/ officials for 31 Y using AFCS
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4.6 Project timelines, milestones**
# Milestone Timeline
1. Letter of Award / Work Order T
2. Project Kick-off and inception report T + 0.5 months
3. Submission of preliminary design for Hardware and T + 1 months software
4. Submission of detailed design for Hardware and software T + 1.5 months
5. AFC Test lab set-up and Integration testing T + 2 months
6. Pilot roll-out in 1 depot of minimum 100 Buses T + 3 months
7. User Acceptance Testing of AFC system T + 4 months
8. Roll-out for all 3756 Buses (approx.) T + 5.5 months
9. Completion of stabilization phase T + 6 months
10. Issue of acceptance certificate by HQ after GO-LIVE for T1=T + 6.5 months all Buses and stabilization
11. Kick-off exit management plan as defined within MSA T1 + 2 years 9 months
12. Contract closure T1 + 3 years
**: T refers to the date of signing of Master service agreement. T1: Issue of acceptance certificate and GO-LIVE. Actual schedule may be worked out with DTC so individual milestone dates may vary, however, overall timeline i.e. T1=T + 6.5 months for GO-LIVE will not undergo change. 4.7 Indicative Bill of Quantities Indicative bill of material## for the project is as listed in below table:
Category Component Quantity
Hardware ETM Machine 4131
Hardware SAM Module 4131 (to be provided by DTC)
Hardware Thermal paper per year 19,60,000
Network SIM Cards 4131
On Depot Components
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Hardware Desktop 70
Hardware Printer 35
Hardware UPS 70 (with each desktop)
Network Broadband 35
Network Router 35
Network Secondary data card 35
Manpower Field Manager 70
Control room components
Hardware Desktop 2
Hardware Printer 1
UPS 1 Hardware
Manpower Key Experts Project Manager 1
Manpower Key Experts- AFC 1
Manpower Key Experts- MIS 1
Network Broadband 1
Network P2P Lease line 1
Hardware DC-DR Setup 1
Software AFCS application 1
Software Integration with DMRC CCHS 1
Software Mobile Ticketing App 1
##These figures provided in Bill of Material are indicative and not exhaustive. Bidder is expected to perform an independent assessment of the Infrastructure requirements for the proposed system and provide a detailed BOM for the proposed infrastructure in line with the requirements of the project and performance on service level agreements. The numbers specified may vary during the project. Hence, supplier shall make its own independent assessment to meet the desired service levels as stated in the Tender Document.
Note:
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1. The indicative Bill of Quantity in respect of number of ETMs may vary as per induction/decommissioning of DTC buses time to time.
2. The indicative Bill of Quantity as regard other items such as thermal paper, computers, printers, servers, broadband, manpower, etc may vary as per the requirements and travel pattern in DTC buses. The prospective bidder may exercise due diligence and study the demand of these items carefully at his/her own level. No claim shall be entertained based on the above said indicative bill of quantity for any item.
3. The prospective bidders may note that ETM based ticketing always has to be ensured at a level of 95% and above during the contract period. Therefore, the prospective bidder may make necessary arrangements for deployment of extra hardware, spare batteries, software and manpower, etc. He may need to maintain additional float of ETMs, Batteries and supporting infrastructure to achieve a target of 95% and above ETM based ticketing to avoid any penalty.
4. Women passengers are not charged for travelling in buses in Delhi. At present single journey pink passes are issued to them. In-case the Delhi Transport Corporation decides to issue ticket for women passengers, vendor would be reimbursed for additional thermal paper on pro-rata basis on mutually agreeable terms and conditions.
5. Please refer to functional and technical specifications for ETM machine and thermal paper roll.
6. Bidder shall be responsible for seamless integration of all components in the AFC system at no extra cost to DTC.
7. SAM modules will be provided by DTC.
8. Bidder may increase quantity above indicative table considering spares etc. and make a comprehensive list of system inventory table by including the components, which bidder might think are relevant based on the Bidders design to meet all the bid requirements indicating the costs of the same in the financial bid.
9. Bidder shall supply the consumables such as thermal papers printer related. for contract period. The cost of consumables for all components supplied during the contract period should be considered for determining the contract value. Any item not quoted by the Bidder, shall be provided free of cost if it is found necessary to fulfil the bidding requirements during the currency of the contract.
10. DTC reserves the right to procure the items from third party independent of this contract, if bidder is unable to provide the material on time. In case the purchaser purchases these items independently then total price shall be adjusted accordingly.
11. All assets shall be transferred to DTC at GO-LIVE milestone.
12. Bidder shall supply spare components as specified in bill of quantities table. This would be required by purchaser to operate the system post contract period (Defect Liability Period)
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4.8 List of Depots S.No Region Depot 1 EAST East Vinod Nagar 2 EAST Ghazipur 3 EAST Hasanpur 4 EAST Nand Nagri 5 EAST Noida 6 EAST Rajghat-1 7 EAST Rajghat-2 8 NORTH Banda Bahadur Marg 9 NORTH GTK 10 NORTH Kanjhawala 11 NORTH Nangloi 12 NORTH Narela 13 NORTH Rohini-1 14 NORTH Rohini-2 15 NORTH Rohini-3 16 NORTH Rohini-4 17 NORTH Subhash Place 18 NORTH Wazirpur 19 SOUTH Ambedkar Nagar 20 SOUTH Kalka Ji 21 SOUTH Sarojini Nagar 22 SOUTH Sri Niwas Puri 23 SOUTH Sukhdev Vihar 24 SOUTH Tehkhand 25 SOUTH Vasant Vihar 26 WEST Dichaon Kalan 27 WEST Dwarka Sector-2 28 WEST Dwarka Sector-8 29 WEST Hari Nagar-1 30 WEST Hari Nagar-2 31 WEST Keshopur 32 WEST Mayapuri 33 WEST Naraina 34 WEST Peera Garhi 35 WEST Shadipur
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4.9 Indicative Bus Commissioning and Decommissioning Schedule
Delhi Transport Corporation currently has 3756 buses. The scrapping norms approved by the DTC Board are 12 years and 7,50,000 Kms. The following is the details of buses covering 12 years from date put on road which may be scrapped/deleted from operation after covering of 7,50,000 KMs. The Buses will be operated up to 7,50,000 Kms under original AMC with M/s TML & M/s ALL for 2756 No. of buses. After completion of 7,50,000 Kms, 1000 buses of TML Make are being operated under extended AMC up to 10th July- 2021. All these buses i.e. 3756 may be operated up to 15 years (permissible period) of operation subject to extension of AMC and economical repairing condition of bus.
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Decommissioning schedule is tabulated below:
Also, there is a tentative plan for addition of new 1000 AC LF CNG buses (BS-VI compliant) and 300 AC Electric Low Floor buses under FAME-II scheme (OPEX Model) between February to November 2021.
The above-mentioned schedule is tentative. In case of any change in schedule the Delhi Transport Corporation will inform the service provider well in advance so that the deployment of ETM can be planned by SI.
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Section 5: Detailed Requirements 5.1 Functional and technical requirements for AFC system 5.1.1 Fare media options Fare Media is any physical media that the system can recognize and interact to perform ticketing transactions. These fare media components sold/disbursed by various agencies as appointed by DTC. 5.1.1.1 Paper tickets The functional requirements related to paper tickets are as follows 1. Paper ticket shall be generated through ETM machines. 2. Paper ticket shall have following details as minimum a. Logo b. Header c. Ticket Number d. Ticket type such as Single journey etc. e. Ticket Category such as Full, Half, Child Ticket etc f. Source and destination stop name g. Date and timestamp h. Validity i. Fare amount j. Footer. k. Waybill Number
5.1.1.2 Delhi Metro Rail Corporation (DMRC) Smart cards DMRC prepaid cards is a closed loop smart card with stored value in the pre-determined secure and dedicated area in the memory of the card. These interoperable Smart Cards will be provided by DMRC. Delhi Transport Corporation in coordination with DMRC will also provide the format & security key (for SAM Module) for Smart Cards. Initialized smart cards will be distributed by DMRC stations across the city. The functional requirements related to DMRC smart card are as follows: 1. The system shall have capability to accept DMRC smart cards as fare media. 2. The ETM machine shall be able to validate the smart card and after successful validation, ETM will issue Bus ticket 3. The system shall have capability to reject expired, invalid or blacklisted smart cards.
5.1.2 Features of ETM and its capabilities 5.1.2.1 Electronic Ticketing Machine (ETM) Electronic Ticketing Machine is used for in-bus fare collection using thermal paper tickets/ validation of mobile tickets. The ETMs would be read and process all fare media listed above. A provision must be made in the ETMs for an inbuilt security protocols and modules. The ETM shall support secure transfer of financial data from ETM through 3G/4G network to central backend system at preconfigured intervals. The functional specifications of ETM machines shall be as follows: 1 The unit shall be handheld device which will be carried on Buses by Bus crew. 2 The unit shall be designed and configured to cater to all types of operations including intercity and special category buses operating on flat fare structure, etc.
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3 Provision shall be available to download & store all Route details of DTC consisting of all stages with alphanumeric name description and rate. 4 ETM shall be capable of handling all routes as per duty planned for the day 5 ETM shall be able to print the ticket as per the specified format. Every ticket shall have a unique ticket number generated. The ticket number may be a combination of ETM code, , Date & the serial Number. Tickets issued by the ETM(S) shall have a legible print by use of an adequate font size for the commuters to read the same easily. 6 ETM shall be able to generate ticket with the minimum keystrokes for easy & effective operations. 7 ETM shall be able to issue a group ticket i.e. it shall be able to accept the number of persons, number of full tickets, number of half tickets in a group and compute the fare accordingly and issue a single ticket. 8 ETM should record the transaction before printing the ticket and ETM data should be secured and be un-editable after each transaction. 9 ETM shall have a facility to print the repeat tickets with press of only one button on the keypad. That is for the cases where two separate passengers’ source & destination are same. Each ticket shall have a unique ticket number. 10 ETM shall be capable of issuing tickets on a non-standard route/ fallback route, in case of non- adherence to pre-fed routes due to any reasons. In this case, the ticket will only have the time stamp, ETM unit code and the fare denomination on them based on the fare stages defined. 11 ETM shall provide a facility to compute the refund amount as per business rules. 12 Business rules for fare stages, fare structures, various routes, etc. shall be configurable. ETMs shall have facility to compute the fare as per the fare stages defined by DTC. 13 At the end of every trip, ETM shall be able to print the trip report and log sheet of all transactions. 14 At the end of every trip, ETM shall be able to print the trip summary report with trip collection details etc. 15 ETM should be capable to ensure that all the ticketing data is encrypted and pushed to the central server. There should be no need to manually download data at the bus depots. 16 There should be provision to manually recover encrypted transaction data from ETM using cable interface, in case the data is not communicated to central server due to problem in communication or ETM device. 17 The ticketing transaction data shall be loaded from ETM machine to central server after issuing every ticket. The frequency of data upload shall be configurable parameter. The system should have capability to change this interval dynamically without causing any disruption to operations. 18 ETM shall provide facility to enter the ticket Inspector employee ID and generate inspection report with Date & Time stamp. 19 ETM shall have an access control mechanism build in to facilitate authentication and authorization. 20 ETM should be able to authenticate the RFID/ISO14443 based Smart Card Passes. 21 The ETM shall be fed with unique code, to identify that the tickets are issued from valid ETM and thus controls the misuse of the ETM. All ETMs shall also have an asset id / code on their body for identity. 22 Data exchange facility shall be provided between ETM to PC / Desktop. 23 The list of minimum inputs attributes to be captured through these ETM are: 1. Category of Buses 2. Source 3. Destination 4. No of people for Group ticket.
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5. No of Full tickets & No of Half tickets in a group 6. Full ticket 7. Half Ticket 8. Number of Daily passes sold 9. Child ticket 10. Luggage ticket 11. Date & Time stamp 12. Fare 13. Fare stages 14. Route structures 15. Bus Number 16. Trip Code 17. Conductor Name / ID 18. Driver Name / ID 19. Ticket Inspector ID and Time stamp of checking 20. Minor Repairs & maintenance during the trip 21. Toll taxes 22. Refund 23. Machine On/Off Log 24. No of Test Print (if any) 25. No of Manual Tickets (Denomination wise)
24 ETM shall be designed keeping in view the mobility, usability and robust operations. The display should give clear view in night and day. 25 ETM shall be waterproof, dust proof, heat resistant and shock proof. 26 Proper casing with a strap, for ETM shall be provided. 27 The ETM performance should not get degraded over the time. 28 The ETM device should be able to download the denial list on device from the DMRC central system on defined interval. 29 Shall be capable of showing the transaction history and number of ticketed customers at any time 30 Should support secure login using ID/ PIN for crew 31 Should have provision to extract transaction data from ETM machines in offline mode or communication error due to fault in ETM machines 32 Should have capability to transmit real time battery status, ETM health, count of tickets issued to central back end system for real time reporting to Delhi Transport Corporation management as per the agreed interval. The data elements to be transmitted and frequency of 5 secs or to be finalized after discussing with Delhi Transport Corporation during design phase. 33 Should have capability to conserve battery during idle time either by invoking auto shut down or sleep mode. 34 Should have capability to raise alert on tampering of hardware or software. 35 Should have capability to generate end of shift report for conductor. At minimum, the report shall contain number of tickets issued in the bus and total revenue collected at any point in time for end of day reconciliation. 36 Should have capability to change or update the conductor / route / direction etc. dynamically over the air as well as manually and same shall be reflected in the tickets issued 37 Should have capability to update fare rules, fare tables dynamically over the air and the same should be reflected in the tickets issued. The device should support over the air
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updating of master data, application, hotlist and other configurable parameters for seamless operations. 38 ETM to support read / write of Contactless Smart cards of both Type A and Type B, confirming to ISO 14443 specifications. 39 ETM shall support EMV / qsparc / NCMC based fare media 40 To achieve NCMC common mobility, the service provider shall modify the software to read / write / validate any existing or proposed common mobility smart cards issued by State Government or MoUHA/ smart cards issued by Central Government under various government schemes/ Smart cards issued by Other PTOs in Delhi such as DMRC etc. 41 Service provider shall be responsible for daily operations such as issuing, receiving and charging of ETM machines. 42 In case NCMC/DMRC Smart card, the ETM shall validate the validity of pass and commuter specific data and accordingly approve or reject the transaction. 43 The ETM must be able to transmit transactional data to Backend servers over 3G/4G at a pre-configured frequency. The system should ensure the smooth and un-interrupted running of the ETMs, and adequate measures should be taken to ensure that ETM doesn’t stop working due to battery discharge. 44 The entire information regarding cash collection in-bus through ETM shall come to the central back-end application and collection summarization reports must be generated and given to Delhi Transport Corporation in a specific encrypted format on real time or on defined frequency. 45 ETM shall have fare calculation module to determine the fare between the source and destination bus stops as per DTC Fare Policy. 46 Fare calculation module shall use fare tables downloaded to ETM from Back office solution for AFC system at a pre-defined interval 47 This module shall calculate the fare and ticket shall be generated with required fare amount. 48 In case of QR Code based tickets, the ETM shall be capable of reading QR Code from mobile device or paper media 49 Integrate the GPS locations received from the Electronic Ticketing Machine (ETM) which is to be used as a failover option (in case of failure of Mobile Network Video Recorder) to display the live/trail location of the buses. For this integration, all hardware, software, accessories and licenses will be in the bidder scope. 50 The operating system should meet following functional specifications:
1. Support multi-tasking and multi-threading. 2. Seizing of a single resource by more than one competing process. 3. Locking of resource (modem, file) to prevent seizing by another process in case one process is using it. 4. Unlocking of resource to allow another process the usage of the resource. 5. Scheduling to allow the usage of single resource by competing processes. 6. Forced unlocking of resource if a process seized it and crashed without freeing it. 7. Capability of upgrading application and configuration data over the air directly from the Backend server.
The Display of ETM machines should meet following functional specifications: 1. Minimum Graphic COLOUR display with minimum 128 X 64 pixels, minimum 2.5” screen 2. Displaying graphical images/icons
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3. Display unit should have LED backlight for good readability even during night /bright light 4. Display unit should be dust-proof 5. Display panel should be scratch resistant. 6. GUI design should be user friendly and Fonts used should be easily readable by the Conductor / Inspector.
The technical specifications of ETM machines shall be as follows:
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# Component Minimum Specifications
1 SDRAM Minimum 1GB or Higher
2 FLASH Minimum 8 GB or Higher
3 Extendable SD/Micro SD card interface (Minimum 16 GB or higher) Memory
4 Processor Micro Processor based system with 32 bit or higher with minimum 1 GHz speed or higher.
5 Operating Linux Kernel 3.0 or higher / Android 5.0 or Higher System
6 Keypad Touchscreen or touchscreen with Physical Keypad (Minimum of 16 keys on the keypad). Backlit to enable usage at night; bigger, easily identifiable key for printing ticket
7 Thermal 57 mm, (min. of 18 lines/ sec), easy paper roll loading. Printer Should support min 15-meter length thermal paper roll (50-60 GSM); Paper out sensor.
8 Language Support multi-language display and printing, including English and Hindi
9 SAM Slots Minimum 1 SAM and 1 SIM slots (validate E-Purse RFID and ISO14443 Cards to connect with other modes) compliant to ISO Standards 7816.
1. Wireless Wide Area. 3G/4G connectivity; 10 Communicatio 2. Wi-Fi with b/g/n supports n 3. Modem to suit Indian Frequency band/Bluetooth 4. RS232C Serial Port for PC connectivity an 115K baud rate (optional) 5. USB Port: Type A 6. Ethernet Port: 10/100/1000 Mbps (optional) 7. In-built tamper-proof SIM Card Holder 8. GSM signal strength indication in display unit 9. GPS (for vehicle/ ETM Tracking system with live details/History Replay such as location/movement etc. data every one minute on active duty)
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1. Li-ion/Li-polymer, minimum 2900 mAh 11 Battery 2. Over-charge/ over-voltage/ over-current Protection 3. Quick recharge 4. Preferably outside unit 5. Battery Management should be such that it is capable of operating at least 20 hours in a day
12 Weight Max. 500 gm (including paper roll and battery)
13 Security Should support encryption standards including 3DES and AES for smart card reading/writing as well as communication with Central System. Triple DES for key Management with UKPT (Unique Key per Transaction)
14 Mandatory EMV Level 1,2,3 MasterCard PayPass/Visa payWave/ Rupay NCMC Certifications qSparc certifications and PCI-PED V-4.x certification or more CE/FCC or equivalent Certification Inbuilt Contact-less Smart Card reader: ISO 14443 (Type A & B)
15 Operating 0˚C to 50˚C Temp
16 Indication on Battery charge status; 3G/4G Signal strength; Wi-Fi; display
17 Audio Beeps on keypress and transactions
18 Others Remote Administration; Over the air upgrade of firmware, application, configuration parameters, master data, etc. should be possible.
19 Accessories Shoulder carry bag as per design and material approved by DTC; AC charger (working from 160 V to 250 V) and Memory device
20 Magnetic Card Triple Track (Tracks 1,2,3,), Bi-directional Readers (optional)
21 Ingress IP 54 or higher
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22 Transaction For Smart cards – less than 400ms processing For Contactless CC/DC Cards – Less than 1 second. time For QR code transaction – less than 600ms
23 Payment EMV / RuPay/ Cash/ DMRC Cards/ QR Codes etc. schemes
24 Drop test Lab test report confirming acceptable standards
25 Warranty For entire contract period
26 Camera For scanning of QR Codes etc. for authentication of mobile app tickets
Processor, memory and storage requirements should be adequate to comply with the metric and performance requirements mentioned elsewhere in this document.
ETM Ticketing roll (Thermal Paper) Specification 1 Length of paper 15m (per roll) or higher
2 Width of paper 57 mm (Compatible with Thermal Printer specifications of ETM) 3 Thickness of paper 50-60 gsm
4 Colour Milky white
5 Thermal Coating and Thermal Coating should be uniform throughout the length other characteristics and breadth of paper. The paper should be dust free i.e. it should not produce any dust during use. The printing surface (thermal coated) of the paper should be smooth. 6 Internal Core 13 – 15 mm diameter plastic / paperboard roll
7 External Diameter Maximum 38 mm 8 Paper End mark There should be distinctive colouring marks signifying end of paper starting at 25 cm 9 Packing The individual paper rolls shall be wrapped in a dark colour paper, to protect the rolls from light. The paper rolls shall be packed properly, with appropriate markings on the packages including number of paper rolls, date of packing, etc. 10 Data Retention Paper should retain print for minimum 45 days after printing
5.1.3 Depot computer system The functional specifications for Depot computer system shall be as follows
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1. The depot computer system shall act as pass through system between ETM devices and central fare collection system. The service provider shall be responsible for providing depot computer system application and related infrastructure such as network components etc. at each depot. 2. The network infrastructure at depot should provide a. Router with an access point to all ETMs on network in the depot. b. Dedicated network connection to central fare collection system 3. To upload end of day transactions and download configuration files (as received from central fare collection system), sales and validation devices such as on-board ETMs shall be able to automatically connect to the depot network as soon as bus enters the depot. 4. The depot computer system shall have ability to download ticketing transactions from central fare collection system and use these transactions to reconcile against the transactions received from on-board sales and validation devices such as ETMs for end of day reconciliation process. End of day reconciliation process shall have hierarchical review and approval process. 5. The depot computer system shall provide secure file transfer interface to exchange the data files between on-board devices and depot computer system. 6. The depot computer should have capability to store temper-proof audit logs. The depot computer system shall also feature hierarchical access management and authorization for login. Minimum Specifications for Hardware is as follows:
Desktop S. Parameter Specifications No Core i5 Processors (3.7 GHz, 3 MB Cache) or 1. Processor higher 2. Chipset H110 3. Motherboard Intel original motherboard 4x1 GB DDR4 -2400MHz or higher RAM 4. RAM upgradeable up to 16 GB or more with minimum 2 DIMM slots 5. Hard Disc 500 GB 6. Graphics Integrated 7. Network Card Integrated on Board 10/100/1000 Gigabit LAN 8. Slots Minimum 2 PCI/ PCI-e slots 6 USB Ports (preferably 2 in front panel), 1 9. Ports Serial Port, 1 Parallel port, Monitor port – (1 VGA + 1 HDMI), RJ45 15” wide / flat (or more/better) TFT monitor 10. Monitor with TCO 05 or higher Certification, Energy Star compliant ver. 5 104 keys Mechanical Keyboard (USB/PS2 Make) 11. Keyboard Windows compatible 12. Mouse 2 button optical USB Scroll Mouse Windows 10 Professional 64-bit license with 13. Operating System License windows 10 recovery media /CD. Genuine Windows 10 License and anti-virus 14. Certification subscription
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ROHS (Restriction of Hazardous Substances) 15. Compliance Compliant & Energy Star compliant (Documentary proof should be submitted) LaserJet Printer (Black White) S. Parameter Specifications No 1 Print Speed 22 ppm or Higher 2 Wireless Yes 3 Paper A4/Legal 4 Print Quality 600X600 Printer paper S. Parameter Specifications No 1. Size A4 (210mm x 297mm) /Legal 2. Thickness 80 GSM 3. Color White 4. Sheets in Ream 500 Central Server S. Parameter Specifications No Xeon Gold 6148(2.40GHz/20- 1. Processor core/27.50MB/150W) or Higher 2. From Factor Tower 3. No. of sockets available on chipset 2 4. Chipset C610 No. of sockets populated with 5. 2 processor 6. No. of Core per processor 20 7. RAM 512 GB 8. Type of Hard Disk SSD 9. Hard Disc Capacity 4800 GB 10. PCI Slots (Express Gen 3.0) 3 11. Type of RAM DDR4 12. DIMM Slots 24 13. RAID Controller Cache (MB) 1024 14. RAID Type 1 15. RAID Controller Ports @12 Gbps 8 16. keyboard Yes 17. TFT Monitor (21.5 inches) Yes 18. Mouse Yes Bays (min. 2 internal or more Hot 19. 8 Plug) 20. USB Ports (version 2.0/3.0) 4 Certifications Compliance support by 21. Windows, Red Hat or Novell or Yes Oracle Cluster or Linux or AIX S/W 22. DVD ROM (or better) 8x or better
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23. Network Card Supported 1G Screen blanking, hard disk & system idle mode in 24. Power Management power on, set up password, power supply surge protected 25. Redundant Power Supply Yes 26. Redundant Fan Yes Server scalability to be achieved 27. Yes within the box without adding nodes 28. RoHS Compliance Yes BIS Registration number & its 29. Yes Validity Hot Plug Redundant AC power supply and 30. Power redundant cooling fans Power Cords of CPU and Monitor, Connecting 31. Cables & Connectors Cord for Monitor and Display Adapter. 32. Security Feature Chassis Lock, Boot Sequence Control 33. Power ON & BIOS Configuration Password Intel Inside Licensee Certification: • Windows 2003 Certified 34. Certification • Linux Ready Certified • ISO 9001 Certified • Energy Star Certified 35. Firewall for Central Server CISCO PIX 515 E or higher 36. Asset Tracking including CPU, Memory, Monitor, Hard Disk, NIC, OS, etc. 37. Health Monitoring of CPU Fan Speed, Voltage & Temperature and Alerts for the same. 38. Monitoring and pre-failure alerts for the hard disk
5.1.4 Operations control centre (CC) & Central fare collection solution 5.1.4.1 Operations control centre Operations Control Centre will act as a live hub to manage and monitor service-related data which will be viewable through a centralized web application. Activities at the control centre will comprise of monitoring services, DTC personnel will be trained to oversee the Operations Control Centre by the vendor. Bidder will setup Operations Control Centre and following, not limited to, will be the requirement at CC: o Overall Monitoring of the project. o Incident management with defined escalation procedures, activities to include monitoring health of all components (hardware, software etc) of AFCS project through automatic check system. o Central Technical support from here, Complaint lodging and resolution. o Resolve all issue related AFC arise due to hardware / software/ integration / AFC infrastructure etc.
The functional specifications for CC shall be as follows 1. The service provider shall be responsible for setting up CC at designated place provided by purchaser.
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2. CC shall include workstations for service provider’s maintenance and support team along with purchaser’s operating team, training room and maintenance and support centre. 3. CC shall include a maintenance and support centre, which would comprise of test lab, testing tools and incident support centre. 4. The service provider shall deploy competent technical support personnel (even in shifts) to provide necessary support to purchaser’s staff. The service provider shall be responsible to ensure zero disruptions to fare collection operations. 5.1.4.2 Central fare collection system The Central fare collection system (also referred as “Central computer system” or “CCS”) shall be along with redundant DR system. The back-office system consists of the core components for daily operations of AFC system. The system shall be used to set configuration parameters (such as tariff, device configuration, product configuration, user configuration etc.) that would be required to operate the system. The system would host all the information required for processing the fare media within the transit ecosystem. It shall function as a Management Information System (MIS) and as a communication layer between depot devices and External Interfaces.
The functional specifications for central fare collection are as follows 1. The Central fare collection system shall generate the necessary management reports from the fare media transaction information received from the Depot devices. 2. The Central fare collection system shall hold and download the fare media parameters and fare table information to each ETM devices. 3. The Central fare collection System shall communicate with each device via network and process the data received to provide overall audit, statistical and operational information. 4. The data transferred from the devices to the Back-Office shall include, as a minimum, information such as usage of equipment’s commissioning, various transaction, EOD shift summary, Ridership numbers, Shift revenue, fault reports. 5. The Central fare collection shall have facilities to generate and update blacklists for all applicable fare media and to download these to sales and validation equipment. 6. The Central fare collection shall be able to support applicable fare media replacement and refund applications. 7. The Central fare collection shall be able to generate reports on each depot computers in depots through authorized logins. 8. In the event of a failure of the Central fare collection system, there should be a redundant back office system as fall-back measure. 9. In the event of failure, the control shall be provided to redundancy Back-office systems. In case there is a failure in network, the sales and validation devices and depot computers shall be able to independently store all transactions and exceptions data for a period not less than seven days and all data stored will be transmitted to the Central fare collection system once the system is fully operational. 10. The Central fare collection shall be capable of running in standalone mode, failure in one component shall not result into disruption to entire system. 11. Provision for manual download of configuration parameters and hand carried to depot should be provided as fall-back measure. 12. The Central fare collection shall monitor all devices, report incidents, alerts and facilitate incident management. 13. Shall provide user friendly GUI interface for operators to access AFC system, monitor the operations at run time, provide insightful statistical information for accounting, administrative functions and update fares and products etc.
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14. The application shall be hosted on central server inside central computing system facility in Central Back-Office. 15. The Central fare collection system shall receive transactions from field devices such as ETMs at pre-configured intervals and shall have capability to receive and share the transactions with depot computer system. 16. System should be capable to block transactions from ETMs and lock such ETMs remotely which are reported theft, lost, etc. System should be capable of identify such ETMs using AFCS application at back end.
5.1.4.3 Incident reporting and management system (IRMS) The service provider shall provide incident reporting and management system (IRMS). The functional specifications for IRMS system shall be as follows
1. The depot staff shall enter all incidents related to ETMs/ Depot Computer System in IRMS Dashboard after taking such reports from relevant conductors/staff. The service provider will provide technical support for reported incident through their maintenance and support team. The IRMS shall provide capability to set workflow for managing the incidents. The IRMS system shall also provide capability to assign the incidents to various teams based on set workflow and operating procedures. The service provider’s personnel shall have access to assigned incidents and shall be responsible for resolving the incidents. 5.1.4.4 SLA Compliance reporting system The functional specifications for SLA compliance reporting system as a submodule of IRMS are as follows 1. The system shall have capability to generate SLA compliance report for all incidents reported during a pre-defined interval. 2. The report shall be automatically mailed to designated employees of purchaser as per the set frequency. The SLA compliance reporting system shall be designed in such a way that it should involve minimum manual interventions. This system shall be designed in consultation with purchaser during design phase 5.1.4.5 Training facility CC shall also include training centre and service provider shall provide training & demonstration to purchaser’s staff, thereby improving in-house capability to resolve/ manage AFC related incidents. 5.1.4.6 Networking and other infrastructure at Control centre Purchaser shall provide space, necessary furniture, air condition facility for setting up CC. Purchaser shall provide power supply. The service provider shall also be responsible for setting up and maintaining network infrastructure such as LAN, WAN etc. to ensure connectivity with other components of AFC system. Service provider shall procure end user computing devices such as computers, printers, scanners and related consumables with specifications and latest configurations for these devices. The contractor shall also recommend necessary spare quantities to be maintained for these devices. The service provider shall preferably provide COTS equipment with 24 hours on-site support and replacement warranty for at least 3 years period. The equipment license and warranties shall be transferred to purchaser after successful installation and commissioning for the operations. 5.1.4.7 Secure Access Module (SAM) The functional specifications of secure access module are as follows:
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1. Is encrypted media that store critical keys such as credit/ debit keys which are required to perform contactless smart card / e-purse transactions. 2. Shall not be accessible by external systems 3. In order to ensure the security of the transactions being captured, the ETM support the use of Security Access Modules (SAM) in slots for SIM Cards. For the AFCS project, the SAM shall hold the security keys downloaded from the CCHS. Minimum one SAM per equipment/ machine/ device is required. However, the total quantity of the blank SAMs will vary depending upon number of equipment used by the solution. 4. All the SAMS (equipment wise) will be issued from DMRC CCHS. Blank SAMS will be provided by DTC.
5.1.4.8 Database management system The functional requirements for this module are as follows:
1. Full function, RDBMS supporting SQL. 2. Shall support data integration, data recovery, exception handling, validation and security 3. Support parallel processing 4. Shall support complex data structures, multi-user, multi-processing, large transactions 5. Shall support real-time as well batch mode of operations 6. Should provide GUI interface for real-time ad-hoc queries, system administration 7. Shall be proven product for handing large scale transactions. 8. Shall maintain historic data for 7 years. This period should be configurable based on purchaser’s requirement. 9. Should provide disk mirroring capability and support user defined archival and purge strategy. 10. Shall support 100% data recovery, commit and rollback based on check-point logic. 11. Should support tape and disc-based data archival / back-up. 12. Shall comply with following performance requirements 13. Daily database and system backup and restoration of data should comply with the threshold performance requirement values as per standard norms.
5.1.4.9 Contact less smart card system The functional specifications for this module are as follows:
1. Contact Less Smart Card System should support the cash, current closed loop cards provided by DMRC, contactless debit and credit cards and any other NCMC common Mobility card. 2. The Contact Less Smart Card System shall acquire and process all the transactions from all fare media at acceptance infrastructure 3. Transaction shall process all transaction types defined by business rules 4. The Transaction Management shall, in future, share the details with the settlement and clearing system of the transactions 5. The system shall support management of various device and system parameters like fare tables, blacklist, device operational parameters. For fare tables, it should support current and future tables. 6. The Contact Less Smart Card System shall actively update its Contactless Smart Media Blacklist Table by adding/ removing Fare media IDs when the fare media has been blocked.
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7. Transaction Management should post all the transit transaction performed either online or through batch processing for transactions performed offline.
5.1.4.10 System configuration Management The functional requirements for this module are as follows:
1. System configuration management as a subsystem of centralized fare collection system should allow to configure the devices configuration parameters locally as well as over the network. 2. System configuration should allow to select a device and trigger a remote command. 3. System configuration should allow to update selected device types, groups, group of devices and individual devices. 4. Should allow to select individual or group of devices to perform the configuration management 5. Should be able to select the devices and update the devices for Tariff, users, Terminal parameters, Key and Certificates and software updates.
5.1.4.11 Equipment Management The functional requirements for this module are as follows:
1. The Central fare collection system will include Equipment Management functions which shall allow the Delhi Transport Corporation(DTC) to configure new devices for the system. 2. The Equipment shall manage and initialize all equipment including commissioning of devices in production and associated Secure Access Modules for AFC equipment. 3. The Bidder shall assume the configuration of approximately five thousand (5,000) bus Equipment IDs when the Delhi Transport Corporation is in full operation. 4. Equipment Management should allow to track the complete lifecycle of devices from Equipment commissioning to faulty replacement / removed 5. Equipment Management system should be able to process, manage and display the alarms/alerts raised by the equipment’s. 6. Equipment management should allow to configure maintenance/technician users, profiles in the system. 7. Equipment management should allow to configure automatically in assigning the alerts/alarms to maintenance/technician dispatch team. 8. Equipment management should provide the tracking for all the incident created and life cycle from creation to closure after the alert/alarm is closed in the system 9. Equipment should allow to generate the reports on equipment’s, alerts/alarms, equipment’s downtime and incidents life cycle.
5.1.4.12 Reconciliation This is part of centralized fare collection system. The functional specifications are as follows:
1. The purpose of the functionality is to provide an efficient revenue management system. 2. Central system shall have feature for automatic generation of daily, monthly & yearly reports for revenue reconciliation using the revenue data - transactions, audit register and cash amount. Reports shall be generated global, depot wise, operator wise and shift wise. 3. The functionality shall have flexibility to take care of any manual entry errors. There shall be provision for entry correction (stating reasons) within a defined period.
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4. It shall provide a transparent Account of revenue figures (ETM/Cash/DMRC Cards/ Mobile App transactions). Any discrepancy highlighted in revenue figures reconciliation shall be visible in the detailed reports. 5. System should reconcile with cash registers in depot, reconciliation report should be generated at EOD for each device. 6. Each depot information will be collated and the collective revenue generation report on daily, weekly and monthly basis shall be made available to Delhi Transport Corporation officials. 7. The functionality for adjustment of short fall or excess money shall be given to depot manager. 8. The system shall send DMRC transactions data to DMRC and reconcile on T+1 basis and design reports for both DTC and DMRC Business days.
5.1.4.13 Security Management The functional specifications for this module are as follows:
1. Shall have ability to restrict access to entire AFC system to only authorized users. 2. Shall have ability to create different user groups and assign different access levels / privileges. 3. Shall maintain transaction log to record all changes to database, access to the reports, edits along with log-on and log-off timestamps 4. Transaction log information shall be maintained for minimum one year and this period shall be configurable parameter to allow for further modifications by purchaser. 5. No user shall be allowed to edit the transaction log information 6. Security breach incidents shall be reported only to nominated user groups. 7. Shall have capability to authenticate sender and recipient in data exchange transaction. 8. System shall have capability to send periodic reports on transaction logs to nominated users in purchaser organization. 9. Shall have capability to maintain data integrity and check for any data integrity errors and notify the nominated users. Data shall be stored in encrypted format. 10. Shall use secured file transfer protocol during file transfers and shall have capability to verify the system created files have unique identification number and no files / data lost or missed during transmission.
5.1.4.14 Authentication The functional specifications for this module are as follows:
1. All connections to the server from the ETM’s depot devices should be securely connected. 2. All data exchange should be encrypted between the server and client 3. All active connections should be managed by servers 4. All the configuration with connections should be managed through configuration management 5. All the devices login should be centrally authenticated based on the profile configured 6. Should log all credentials of the login details when logging in /off in the AFC system 7. Should be securely hosted with access only to Delhi Transport Corporation user configuration managers. 8. Should be able to create users and profiles based on the devices and functions to be performed.
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5.1.4.15 DC/ DR related requirements The functional specifications for this module are as follows: 1. The Control centre system along with other related applications including security components etc. infrastructure shall provide redundant DR system as a fall-back arrangement. 2. In case of emergency or critical situation in Data Centre, data backup procedures from disaster recovery site should be clearly followed. 3. All necessary hardware and software with required set of licenses shall be installed as per bidders’ assessment of infrastructure 4. A firewall cum gateway shall be installed at DC/DR to protect the entire network from cyber threats. 5. Security and safety of the DC/DR is very important. 6. The DC/DR services could be obtained from on-premises. 7. The DR would have the similar specifications as the DC. The required storage may vary depending on the applications / services that are to be hosted at the DR. The DR would be configured in a manner that the critical applications and databases shall be of the same capacity as in the DC, however some of the non-critical applications would be of a lower capacity of the DC. All ticketing related applications and databases at DR will be 100% replica of the DC. All other applications and databases shall be 50% replica of the DC. 8. Undertake all Civil /Electrical Works etc. and related tasks for setting up DC-DR in DTC Premises 9. Space and Electricity for setting up DC-DR will be provided by DTC.
5.1.5 Mobile App Requirements
1. The bidder will develop a Mobile App (for Android and IOS both) for real time booking of tickets and after booking generate a dynamic QR Code which will be validated by ETM for its Authenticity 2. The ticket may be booked by using App’s own wallet or PayTm/ GooglePay/UPI etc.
5.1.6 DMRC Central Clearing House System The Delhi Metro Rail Corporation Ltd. (DMRC) operates the Delhi Metro in the National Capital Region of India. Currently DMRC is using Contact Less Smart Card for multiple journeys. The same card will be extended for Delhi transport services. The Automated Fare Collection System will be integrated with Delhi Metro Rail Corporation (DMRC) Smart Card and DMRC Clearing House. All cards will be initialized by DMRC CCHS. Smart card life cycle management will be done at CCHS. DMRC has already setup a Central Clearing House System which will be used for transaction settlement between DTC and DMRC for transport services in buses using Contact Less Smart Card. Master data of cards would preside at CCHS of DMRC and at the end of the day CCHS will reconcile the data. DMRC CCHS will manage the key management and distribution system. All cards are initialized at DMRC. Roles and responsibility of Vendor for CCHS - Real Time data transfer from DTC Data centre to DMRC Central Server - Procurement and maintenance of all the hardware, software and networking equipment at the Data Centre and Operations Centre level. - Maintain uptime of the servers, applications, hardware, software and networking equipment in line with SLA. - Ensure periodic and auto updating of Patches.
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- Ensure proper backup of the data received and sent. - Ensure timely receiving of transactional settlement data and support DMRC for queries arising out of DTC AFCS transactions. - Maintaining list of black-listed Smart Cards at the Backend and same to be propagated to DMRC. - Reconciliation of Transactions settled
5.1.6.1 Interfacing requirements The service provider shall develop the interfacing module for communication with the DMRC CCHS system. The functional specifications for interfacing module shall be as follows: 1. AFC system shall follow API based architecture to enable seamless integration with external interfaces. 2. The AFC system shall accept DMRC Fare media for single journey as well as multi-journey usage. 3. The AFC system shall be capable of processing, validating these cards 4. All taps, performed at ETM devices using DMRC fare media, along with requisite transaction information as required by DMRC shall be sent for processing, revenue collection and settlement. 5. Each request to DMRC CCHS should be sent in the format defined during the implementation phase. The request should necessarily contain the card details, fare amount and all the other details required for authentication. 6. This interface will also check updated blacklist or denial list available on defined frequency and pass this information to the ETM device. 7. This interface should also enable sharing the below information: a. Tap information b. Status list c. Reconciliation data d. Product maintenance e. All ticketing transactions for their demand assessment and analytics. 8. Frequency of exchanging data between interfaces shall be configurable parameter and shall be decided after discussion with DMRC, Delhi Transport and service provider during design phase.
5.1.7 Reporting requirements The functional specifications for this module are as follows:
1. The Bidder should ensure that the AFCS system shall provide a facility for generating and viewing online, real-time project and MIS reports for transactions handled during a specified period, transaction density trends for any specified periodicity (hourly, daily, weekly, monthly) and any bottleneck situation creating dependency at any stage. 2. The Reporting system and Dynamic Dashboard shall be an integrated system which shall provide user-friendly reporting functionalities for the staff, assessing officers and officials of Delhi Transport Corporation. The MIS details will be worked out during the SRS stage. 3. MIS Reporting is used to perform day to day monitoring of the ticketing operations and be responsible for generation of MIS reports. 4. The following is an indicative list of MIS reports. The Bidder should draw an exhaustive list of reports along with the purchaser. Bidder should submit the reports on a regular basis in a mutually decided format and shall develop any other required reports within 15 days of requirement raised by DTC during entire contract period
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5. Ad-hoc reporting capability shall be provided to purchaser to generate ad-hoc report based on data available at that point in time. 6. The Back office shall generate reports automatically at end of day. The Back-office system shall collate, format and enable end of day and ad-hoc reports to be printed from the data transmitted by the various AFC equipment. Shall have capability to systematically email reports to nominated recipients in purchaser’s organization. 7. Data will be stored in a relational data base structure to permit ad-hoc and detailed log reporting. 8. Real Time Reporting capability to transmit real time battery status, ETM health, location, count of tickets issued to central back end system for real time reporting to Delhi Transport Corporation management as per the agreed interval. The data elements to be transmitted and frequency of 5 secs or to be finalized after discussing with Delhi Transport Corporation during design phase. 9. Daily reports a. Daily sales summary report b. Daily ridership summary report c. Shift summary report d. Aggregated / consolidation reports e. Ridership reports f. Individual ticket transaction history reports g. Operator action reports h. Log reports i. Ticket stock (TP Rolls) inventory reports j. Event, alarms and warning report k. Maintenance and failure reporting l. System configuration reports m. Device EOD reports to report all transactions from an ETM or any other field device. 10. Weekly reports a. Log of backup and restoration undertaken. b. Log of component-wise downtime replaced components c. Summary of resource utilization of critical components d. Fortnightly reports e. Project Progress Report with schedule slippage details f. Overall performance reports including the analysis of queries completed, queries pending, queries escalated, completion time, responsiveness, concern areas, etc. g. Network availability report h. Summary of resource utilization of all components i. Summary of measured end user application response time for selected business transaction 11. Monthly reports a. Network Availability and Utilization Report b. Asset modification report at Delhi Transport Corporation locations and DC locations. c. Summary of component wise uptime in the DC sites d. Summary of resource utilization of all components in the DC sites e. Log of preventive / break-fix maintenance undertaken f. Summary of changes undertaken in the DC sites including major changes like configuration changes, release of patches, database reorganization, storage reorganization, etc. and minor changes like log truncation, volume expansion, user creation, user password reset, etc. g. Consolidated SLA / non-conformance report
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12. Quarterly Reports a. Asset database report and Asset Audit report b. Summary of incidents reported like Application down, Components down, overall downtime, security vulnerabilities detected, hacker attacks / security threats, peaking of utilization etc. c. Feedback report from users for the services rendered. d. Incident Reporting (as and when it occurs) e. Complete system down – with root cause analysis f. Peaking of resource utilization on any component g. Bottlenecks observed in the system and the possible solutions and workarounds. h. Security Incident Reporting (as and when it occurs) i. Detection of security vulnerability detection with the available solutions / workarounds for fixing j. Hacker attacks, Virus attacks, unauthorized access, security threats, etc. – with root cause analysis and plan to fix the problems. k. Any hazards or events like fire, environmental conditions, physical security, etc. at the Data Centres. 13. SLA Reports a. All type of reporting should be submitted periodically as per SLA measurement interval to the purchaser 5.1.8 Network requirements Below are the network requirements among back office system, depots, and devices such as ETMs.
Network Requirements at Depots 1. A Local Area Network (LAN) shall be implemented within each Depot to provide data connectivity to the AFC system equipment at each site. 2. The connectivity shall be provided through the secure connection to AFC back office and Data centre of Delhi Transport Corporation. 3. The design of the LAN shall provide a highly secure system, which shall prevent unauthorized access and/ or hostile intrusion and shall be highly reliable, stable and scalable with a capability to adapt to future technology changes. 4. The system design shall be highly resilient to common mode failure with fast recovery times and shall provide high transmission quality between network endpoints, response times and performance under normal operation and worst-case network loading. 5. LAN shall meet performance requirements for One-way packet delay, Packet jitter, packet loss as per the standard norms for network connections.
Network Requirements from ETMs 1. A 3G / 4G connection and wireless network shall be provided from ETMs. 2. The connectivity shall be provided through the private APN’s SIM by network operators to AFC Data centre of Delhi Transport Corporation. 3. Private APN shall be end to end secured to private VPN’s using MPLS over IP 4. Network operator should provide static private SIM address to all the ETM SIMs.
5.1.9 Operational and maintenance Requirements Bidder will operate and maintain all the components of the envisaged system for a period of three (3) years after scheduled Go-Live date. During O&M phase, bidder shall ensure that service levels are monitored on continuous basis; service levels are met and are reported to DTC.
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Following is the broad scope for maintenance and support functions regarding software. 5.1.9.1 Application Software Maintenance 1. Application support includes, but not limited to, production monitoring, troubleshooting and addressing the functionality, availability and performance issues, implementing the system change requests etc. The Bidder shall keep the application software in good working order; perform changes and upgrades to applications as requested by the DTC team. All tickets related to any issue/complaint/observation about the system shall be maintained in an ITIL compliant comprehensive ticketing solution. 2. The Bidder shall address all the errors/bugs/gaps in the functionality offered by solution (vis-à-vis the FRS & SRS signed off for Project) at no additional cost during the operations & maintenance period. 3. All patches and upgrades from OEMs shall be implemented by the Bidder ensuring customization done in the solution as per the DTC’s requirements are applied. Technical upgrade of the installation to the new version of all OEM components, as and when mandated by the OEM or when required due to other compliance, security related reasons etc., shall be done by the Bidder at no additional cost to DTC. Any version upgrade of the software / tool / appliance by Bidder to be done after taking prior approval of DTC and after submitting impact assessment of such upgrade. 4. Any changes/upgrades to the software performed during the support phase shall subject to the comprehensive and integrated testing by the Bidder to ensure that the changes implemented in the system meets the specified requirements and doesn’t impact any other function of the system. Release management for application software will also require DTC’s approval. A detailed process in this regard will be finalised by Bidder in consultation with DTC. 5. Issue log for the errors and bugs identified in the solution and any change done in the solution shall be maintained by the Bidder and periodically submitted to the DTC. 6. Bidder, at least monthly, will inform DTC about any new updates/upgrades available for all software components of the solution along with a detailed action report. In case of critical security patches/alerts, the Bidder shall inform about the same immediately along with his recommendations. The report shall contain Bidder’s recommendations on update/upgrade, benefits, impact analysis etc. The Bidder shall need to execute updates/upgrades though formal change management process and update all documentations and Knowledge databases etc. For updates and upgrades, Bidder will carry it out free of cost by following defined process. 7. Bidder to upgrade the system if any latest version of software is available either nationally or internationally within 45 days of launch in India or 12 months from launch internationally or as agreed with DTC. All updates and patches will be provided at no extra cost to DTC. 8. DTC decides to opt for upgrade of the system, any additional effort required for the System Integrator associated with the required upgrade will be validated and approved by DTC or DTC appointed independent Experts’ Committee.
5.1.9.2 Annual Technology Support 1. The Bidder shall be responsible for arranging for annual technology support for the OEM products to DTC provided by respective OEMs during the entire O&M phase. For the following software’s Bidder is mandatorily required to take enterprise level annual support for the entire contract duration: a. Operating System b. Application Licenses c. RDBMS
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2. For performing of any functional changes to system that are deviating from the signed-off Functional Requirements/System Requirements, a separate Change Control Note (CCN) shall be prepared by Bidder and the changes in the software shall be implemented accordingly at no additional cost to DTC. The period for implementation of change shall be mutually decided between Bidder and DTC. 3. It is clarified that changes in software, hardware and other infrastructure required because of any legislative, administrative, policy changes in the business process and workflow shall not constitute change of ‘Scope of Work’. The changes, if any, shall therefore fall under the CCN. Further, such changes which are required to be done across all ports will have to be treated as one change request.
5.1.9.3 DC Operations and administration 1. The Bidder shall provide comprehensive onsite support 24 x 7 x 365 bases to ensure an uptime of 99.5% for the IT infrastructure solution at the Data Centre. 2. The Bidder shall commit to provide all necessary manpower resources onsite to resolve any issues/incidents and carry out required changes, optimizations and modification. 3. Co-ordinate with the Data Centre Provider to resolve any problems and issues related to the data centre. 4. Any breach of security or non-compliance on part of the data centre vendor and/or data centre facilities should be immediately brought to the notice of the DTC with suggestions for improvements. 5. Maintain at the data centre, a log of all Bidder personnel entering or visiting the data centre. Such a log should be provided to the DTC whenever required. 6. Provide necessary access to DTC/ DTC designated agency to audit setup for acceptance of the system
5.1.9.4 Software change management 1. Bidder shall be responsible for managing the changes that happen to the DC sites setup on an ongoing basis, including but not limited to, changes in hard/soft configurations, changes to system software, changes to policies, applying of updates/patches, etc. 2. Bidder shall undertake planning required for changes, draw up a task list, decide on responsibilities, co-ordinate with the DTC users, establish and maintain communication with the DTC, to identify and mitigate risks, manage the schedule, execute the change, ensure and manage the change tests and documentation.
5.1.9.5 Equipment maintenance services 1. Bidder shall be responsible for providing equipment maintenance services for addressing any issues related to equipment and components supplied as part of this tender during DTC operational hours. 2. Bidder shall ensure that their staff is conversant with issue resolution and troubleshooting of components and equipment and should be able to provide prompt responses.
5.1.9.6 Reporting and dashboards 1. The Bidder should ensure that the AFCS system shall provide a facility for generating and viewing online, real-time project and MIS reports for transactions handled during a specified period, transaction density trends for any specified periodicity (hourly, daily, weekly, monthly) and any bottleneck situation creating dependency at any stage. 2. The Reporting system and Dynamic Dashboard shall be an integrated system which shall provide user-friendly reporting functionalities for the staff, assessing officers and officials of DTC. The MIS details will be worked out during the SRS stage.
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5.1.10 Miscellaneous requirements 5.1.10.1 Program management requirements 1. Overview a. Bidder shall arrange a project kick off meeting of the proposed team members with the DTC officials on the said date. b. Bidder shall discuss the project charter to foster a mutual understanding for the project. 2. Resource deployment a. Bidder must propose named resources for all the key roles as mentioned in the technical evaluation criteria and as per the requirements of the project. The proposed resources must be part of the project team and must be available for discussion with the client at client location. b. Bidder shall assess the requirement of resources to design and implement the solution including number, skill sets and duration and provision the same for implementation of this project. c. Bidder must necessarily maintain a team of requisite size of skilled professionals as per the requirements of the project. d. Bidder shall propose the team structure and deployment plan of key resources at onsite and offsite for the project. The resources proposed must not be changed unless replaced with equivalent or higher qualification and experience with the approval of DTC. e. Bidder shall propose project manager and other key personnel for full time deployment at client location in Delhi for the entire duration of the project, and the same should be reflected in the proposed team structure and deployment structure. 3. Project plan a. The Bidder shall define a detailed project plan for the project that would cover all aspects of the AFC solution as per the project milestones defined in Vol. 2 of this RFP. 4. Progress updates a. Bidder is required to design and implement a comprehensive and effective project planning and management methodology together with efficient and reliable tools. b. Project management exercise shall commence at the start of the project and shall continue till the end of O&M Phase of the project. c. Create an organized set of activities for the project. d. Coordinate and collaborate with various stakeholders including the DTC, respective officials and their concerned departments etc. e. Establish and measure resource assignments and responsibilities. f. Construct a project plan schedule including milestones. g. Measure project deadlines, and performance objectives. h. Track and manage deliverable approval process flow i. Manage payment authorization workflow within j. Communicate the project plan to stakeholders with meaningful reports. k. Provide facility for detecting problems and inconsistencies in the plan. 5. During the project implementation Bidder shall report to DTC on following: a. Results accomplished during the period. b. Cumulative deviations to date from schedule of progress on milestones as specified in this RFP read with the agreed and finalized Project Plan. c. Corrective actions to be taken to return to planned schedule of progress. d. Proposed revision to planned schedule provided such revision is necessitated by reasons beyond the control of Bidder.
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e. Other issues and outstanding problems, and actions proposed to be taken. f. Interventions required from DTC before the next reporting period. g. Issue Management to help identify and track the issues that need attention and resolution. h. Scope Management to manage the scope and changes through a formal management and approval process. i. Risk Management to identify and manage the risks that can hinder the project progress. j. Bidder shall update and maintain the Project Plan throughout the duration of the engagement. 6. Communications management a. Bidder shall develop and submit a communication plan to outlines the needs of project stakeholders. 7. Operations and maintenance a. Bidder will operate and maintain all the components of the System for a period of three years after Go-Live date. During O&M phase, bidder shall ensure that service levels are monitored on continuous basis; service levels are met and are reported to DTC. After Go-Live, if any system/sub-system/appliance that is deployed during the O&M phase must be added in the system only after proper induction procedures are followed including hardening and security testing.
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5.2 SLA for AFC system The purpose of this section is to define the performance levels of service that the service provider needs to adhere to during implementation and operation
Measurement
Service Level Measuring Penalty Penalty to be # Description Duration Baseline Lower Material imposed at Minimum Performance breach
1 Percentage of ETMs in Depot 100% Between Less than INR 50/- per ETM per shift on actual out At Depot Level working condition at wise 95% and 95% shedding (excluding special hire buses) for
each depot for the monthly 100% Lower Performance. actual /active fleet. INR 100/- per ETM per shift on actual out- ETM devices will be shedding (excluding special hire buses) for considered as non- Material Breach. operational when tickets could not be printed through ETM, due to battery If material breach continues for more than 3 At HQ Level discharge, defect in months, then DTC can invoke breach clause hardware (like keypad, printer, etc.) or software issues Reported in incident management system
2 The ETM should be able Daily All tickets If 1 to 50 pre- If more than INR 50/- per ETM per shift for Lower At Depot Level to print all tickets from in each printed manual 50 pre- performance. ETMs shifts be tickets issued printed in each shift INR 100/- per ETM per shift for Material breach. issued manual from tickets If material breach continues for 3 months, then At HQ Level ETMs issued in DTC can invoke breach clause each shift
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Measurement
Service Level Measuring Penalty Penalty to be # Description Duration Baseline Lower Material imposed at Minimum Performance breach 3 Missing transactions Daily at 100% Between 95% Lesser than INR 50/- per missed transaction for Lower At Depot Level per device per duty. the end and 100% 95% performance. Reconciliation of ETM of duty INR 100/- per missed transaction for Material transactions performed breach. in a duty against fare revenue earned per duty considering all fare media such as smart card, credit/debit card, cash and daily pass transactions.
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Measurement
Service Level Measuring Penalty Penalty to be # Description Duration Baseline Lower Material imposed at Minimum Performance breach Note: In case ETM is If Material breach continues for more than 3 At HQ Level physically damaged or months at 3 days per month then DTC can invoke tampered or pending breach clause. for data recovery then compliance status of such ETMs against this SLA shall be determined once the transaction data is fully recovered from such machines.
ETMs with visible physical damages such as damage to display etc. shall only be considered as physically damaged ETMs while calculating “Total available ETMs”. DTC shall certify such ETMs as physically damaged. 4 Manpower deployment Monthly Daily Unavailable up Unavailability INR 250 per day per manpower for lower At Depot Level (8 hours/shift to 3 days for more performance availability at depots than 3 days INR 500 per day per manpower for material and control centre) breach
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Measurement
Service Level Measuring Penalty Penalty to be # Description Duration Baseline Lower Material imposed at Minimum Performance breach If Material breach continues for more than 3 At HQ Level months, then DTC can invoke breach clause
5 Software availability at Daily 24 Hours Between 20 Less than 20 INR 5000/- per day for Lower Performance. At Depot Level depots: ETMs could not hours to 23 Hours be issued/collected. Hours and 30 INR 50000/- per day for Material Breach. reports could not be minutes generated due to software defect. If Material breach continues for more than 3 At HQ Level Resolution/ workaround months, then DTC can invoke breach clause to be provided within 4 working hours by Service provider.
6 Mobile Ticketing Daily 24 Hours Between 20 to Less than 20 INR 5000/- per day for Lower Performance. At HQ Level Platform availability for 23 Hours and Hours online ticket booking 30 minutes INR 50000/- per day for Material Breach. If Material breach continues for more than 3 months, then DTC can invoke breach clause. Maximum Penalty applicable for any month shall not exceed 30 % of the ‘billed amount’ for the respective month.
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SLA during Implementation:
Measurement Penalty to be
imposed at Service Level Description Measuring Penalty # Duration Baseline Lower Material Minimum Performance breach
1 Adherence to project timelines: Adherence Timelines Delay of Delay Rs. 10,000 per day of delay from the At HQ Level Design, Develop, Configure and to defined in Less than of scheduled completion date for issuance of timelines Project or equal to Greater acceptance certificate and go live for all Installation of all required as defined timelines, 30 days than DTC Buses for lower performance hardware, network in the milestones 30 Rs. 20,000 per day of delay from the connectivity and Software for Project days scheduled completion date for issuance of On Bus, Depot and control timelines, acceptance certificate and go live for all centre milestones DTC Buses for Material breach and /or DTC can invoke breach clause
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5.2.1 Uptime calculations for the month {[(Actual Uptime + Scheduled Downtime) / Total No. of Hours in a Month] x 100} "Actual Uptime" means, of the Total Hours, the aggregate number of hours in any month during which each equipment is available for use. "Scheduled Downtime" means the aggregate number of hours in any month during which each equipment, is down during total Hours, due to preventive maintenance, scheduled maintenance, infrastructure problems or any other situation which is not attributable to Service Provider’s (or Service provider's) failure to exercise due care in performing Service Provider’s responsibilities. The DTC would provide a maximum of 02 hours of planned downtime for the preventive maintenance (as part of scheduled downtime) per month combined across all equipment/service. However, the downtime will have to be planned and approved at least TWO WEEKS in advance, else it will be considered an unscheduled downtime. The downtime for scheduled maintenance (patch application, upgrades – OS, Database, etc.) would need to be mutually agreed between DTC and the Bidder. To reduce the duration of the downtime, various maintenance activities should be clubbed together with proper planning. "Total Hours" means the total hours over the measurement period i.e. one month (24 * number of days in the month).
5.2.2 ETM Availability : {[Total ETM Available for operation for day /Total ETM Supplied to depot ]*100} i.) “Total ETIM available for operation for day means total working ETM available for actual transit operation. ii.) Total ETM Supplied to depot means ETM supplied by Bidder to depot operation as per approval from DTC. iii.) ETM devices will be considered as non- operational when tickets could not be printed through ETM, due to battery discharge, defect in hardware (like keypad, printer, etc.) or software issues
The ETMs should able to print all tickets or should be able to work for at least 20 hours in a day, it is calculated based on report generated from the system and case reported for manual tickets. 5.2.3 Missing transactions per device per duty : It is calculated based on the number of transactions reported on AFC system and number of transactions against actual fare revenue received during the duty. Missing transactions= (Nos of transactions against actual fare revenue received - Nos. of transaction reported on AFC system) 5.2.4 Average Time taken for ticket printing after issue of print command: It is calculated based on observation report prepared by DTC officials during random depot visit . any delay for ticket printing will applicable to all ETM supplied to that particular depot. 5.2.5 Manpower deployment (16 x 7 availability) : Availability in days =(Total no of hours in a month – Total number of hour manpower unavailable for operation ) / (16 hours) 5.2.6 Software unavailability : It would be calculated as follows Software unavailability hours = [ Hours of a day - (Software available for operation + approved down time)
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Section 6: Master Service Agreement <
1. Master Service Agreement
THIS MASTER SERVICE AGREEMENT (“Agreement”) is made on this the <***> day of <***> 20… at <***>, India. BETWEEN ------Having its office at ------India hereinafter referred to as ‘DTC, which expression shall, unless the context otherwise requires, include its permitted successors and assigns);
AND
<***>, a Company incorporated under the
WHEREAS: • DTC is desirous for selection of System Integrator for Implementation, maintenance and support for AFCS in DTC buses. In furtherance of the same, DTC undertook the selection of a suitable System Integrator through a competitive bidding process for implementing the Project and in this behalf issued Request for Proposal (RFP) dated <***>. • The successful bidder has been selected as the System Integrator on the basis of the bid response set out as Annexure <*> (Including all the documents submitted as part of the bid submission including technical bid, clarifications, and commercial bids) of this Agreement, to undertake the Project of the development and implementation of the solution, its roll out and sustained operations.
Definitions Other terms used in this Agreement are defined where they are used and have the meanings there indicated. Unless otherwise specifically defined, those terms, acronyms and phrases in this Agreement that are utilized in the information technology services industry or other pertinent business context shall be interpreted in accordance with their generally understood meaning in such industry or business context.
Interpretation In this Agreement, unless otherwise specified: (a) references to Clauses, Sub-Clauses, Paragraphs, Schedules and Annexures are to clauses, sub-clauses, paragraphs, schedules and Annexures to this Agreement;
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(b) Words denoting singular use the plural and vice-versa and use of any gender includes the other genders; (c) references to a ‘company’ shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established; (d) references to a ‘person’ shall be construed so as to include any individual, firm, company, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality); (e) a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted; (f) any reference to a ‘day’ (including within the phrase ‘business day’) shall mean a period of 24 hours running from midnight to midnight unless otherwise specified; (g) References to a ‘Business day’ shall be construed as a reference to a day (other than Sunday and other gazette holidays) on which DTC or its nominated agencies/ partners is generally open for business at their respective locations. (h) references to times are to Indian Standard Time; (i) a reference to any other document referred to in this Agreement is a reference to that other document as amended, varied, novated or supplemented at any time; and (j) All headings and titles are inserted for convenience only. They are to be ignored in the interpretation of this Agreement. (k) System Integrator (SI) has been used for the same entity i.e. bidder selected for the project.
Measurements and Arithmetic Conventions All measurements and calculations shall be in the metric system and calculations done to 2 (two) decimal places, with the third digit of 5 (five) or above being rounded up and below 5 (five) being rounded down except in money calculations where such amounts shall be rounded off to the nearest INR.
Ambiguities within Agreement In case of ambiguities or discrepancies within this Agreement, the following principles shall apply: • as between two Clauses of this Agreement, the provisions of a specific Clause relevant to the issue under consideration shall prevail over those in a general Clause; • as between the provisions of this Agreement and the Schedules/Annexures, the Agreement shall prevail, save and except as expressly provided otherwise in the Agreement or the Schedules/Annexures; and • as between any value written in numerals and that in words, the value in words shall prevail.
Priority of documents (a) This Agreement, including its Schedules and Annexures, represents the entire agreement between the Parties as noted in this Clause. If in the event of a dispute as to the interpretation or meaning of this Agreement it should be necessary for the Parties to refer to documents forming part of the bidding process leading to this Agreement, then such documents shall be relied upon and interpreted in the following descending order of priority:
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• This Agreement along with the SLA agreement, • Schedules and Annexures; • the RFP along with subsequently issued corrigendum(s) • Technical and commercial proposal submitted by the successful bidder, to the extent they along with subsequently issued clarifications furnished by the SI in response to the RFP, to the extent they are not inconsistent with any terms of the RFP (b) For the avoidance of doubt, it is expressly clarified that in the event of a conflict between this Agreement, Annexures / Schedules or the contents of the RFP, the terms of this Agreement shall prevail over the Annexures / Schedules and Annexures / Schedules shall prevail over the contents and specifications of the RFP.
2. Scope of Project a) The System Integrator shall be required to develop / customize and implement “Automatic Fare Collection System (AFCS)”, manage and provide technical support to the solution for the period of <*> months for stabilization and<*> years for O&M from the scheduled date of Go-Live. b) The roles and responsibilities of the Parties under this Agreement have been set out in detail as Annexure <*> of this Agreement and RFP. c) 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 DTC and 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.
3. TERM AND DURATION OF THE AGREEMENT (a) This Agreement shall come into effect on <***> (hereinafter the “Effective Date”) and shall, unless terminated earlier in accordance with its terms, expire on the date on which this Agreement expires, which shall be a period of three years from ‘Go-Live’ of Project and extendable up to two years by DTC. (b) The Purchaser shall reserve the sole right to grant any extension to the Term above mentioned subject to the Purchaser’s obligations at law and shall notify in writing to the Bidder, at least 3 (three) months before the expiration of the Term hereof, whether it will grant the Bidder an extension of the Term. The decision to grant or refuse the extension shall be at the Purchaser’s discretion and such extension of the Contract, if any, shall be as per same rates, terms & conditions of the contract.
(c) Where the Purchaser is of the view that no further extension of the Term be granted to the Bidder, the Purchaser shall notify the Bidder of its decision at least 3 (three) months prior to the expiry of the Term. Upon receipt of such notice, the Bidder shall continue to perform all its obligations hereunder, until six months beyond the Term of the Contract as per same rates, terms & conditions of the contract within which, the Purchaser shall either appoint an alternative agency or create its own infrastructure to operate such Services as are provided under this Contract. (d) DTC reserves the right to extend the Term for a period or periods of up to 2 (two) year on the same terms and conditions, subject to satisfactory performance of the Bidder and DTC’s obligations at law.
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(e) In the case of such extension of contract beyond the stipulated period, the warranties, Performance Security, exit management protocol, insurance etc. shall be extended for equivalent period. (f) The Term, for the purposes of any payments to SI, does not include (a) any extension arising out of breach of any obligations by SI, (b) unless otherwise agreed, time duration for implementation of exit management plan.
4. CONDITIONS PRECEDENT & EFFECTIVE DATE Provisions to take effect upon fulfilment of Conditions Precedent (a) Subject to express terms to the contrary, the rights and obligations under this Agreement (at any point of time during the course of the Agreement) shall take effect only upon fulfilment of all the Conditions Precedent set out below. However, DTC may at any time at its sole discretion waive fully or partially any of the Conditions Precedent for the System Integrator. For the avoidance of doubt, it is expressly clarified that the obligations of the Parties (or its nominated agencies) under this Agreement shall commence from the fulfilment of the Conditions Precedent as set forth below. Conditions a. Conditions Precedent of the System Integrator The System Integrator shall be required to fulfil the Conditions Precedent which are as follows: (i) to provide a Performance Security/Guarantee and other guarantees/ payments as and when required to DTC or its nominated agencies; and (ii) to provide DTC or its nominated agencies certified true copies of its constitutional documents and board resolutions authorizing the execution, delivery and performance of this Agreement by the System Integrator. b. Conditions Precedent of DTC DTC shall be required to fulfil the Conditions Precedent which are as follows: (i) Approval of the Project by a Competent Authority, etc. (ii) Necessary clearances (if any); (iii) Handing over of site; and
For the avoidance of doubt, it is expressly clarified that the obligations of the Parties except the financial obligations of DTC under this Agreement shall commence from the fulfilment of the Conditions Precedent as set forth above.
4.1 Extension of time for fulfilment of Conditions Precedent (a) The Parties may, by mutual agreement extend the time for fulfilling the Conditions Precedent and the Term of this Agreement. 4.2 Non-fulfilment of the System Integrator’s Conditions Precedent (a) In the event that any of the Conditions Precedent of the System Integrator have not been fulfilled within 15 days of signing of this Agreement and the same have not been waived fully or partially by DTC or its nominated agencies, this Agreement shall cease to exist;
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(b) In the event that the Agreement fails to come into effect on account of non-fulfilment of the System Integrator’s Conditions Precedent, DTC or its nominated agencies shall not be liable in any manner whatsoever to the System Integrator and DTC shall forthwith forfeit the Performance Security. (c) In the event that possession of any of DTC or its nominated agencies facilities has been delivered to the System Integrator prior to the fulfilment of the Conditions Precedent, upon the termination of this Agreement such shall immediately revert to DTC or its nominated agencies, free and clear from any encumbrances or claims.
OBLIGATIONS UNDER THE SLA
(a) The SLA shall be part of the contract Agreement between Delhi Transport Corporation(DTC) and System Integrator;
(b) In relation to any future SLA entered into between the Parties; each of the Parties shall observe and perform the obligations set out herein. 5.1 Change of Control (a) In the event of a change of control of the System Integrator during the Term, the System Integrator shall promptly notify DTC of the same. (b) In the event that the net worth of the surviving entity is less than that of System Integrator prior to the change of control, DTC may within 30 days of becoming aware of such change in control, require a replacement of existing Performance Security furnished by the System Integrator from a guarantor acceptable to DTC (which shall not be System Integrator or any of its associated entities). (c) If such a guarantee is not furnished within 30 days of DTC requiring the replacement, DTC may exercise its right to terminate the SLA and/ or this Agreement within a further 30 days by written notice, to become effective as specified in such notice. (d) Pursuant to termination, the effects of termination as set out in Clause 15 of this Agreement shall follow. (e) For the avoidance of doubt, it is expressly clarified that the internal reorganization of the System Integrator shall not be deemed an event of a change of control for purposes of this Clause unless the surviving entity is of less net worth than the predecessor entity. 5.3 Final testing and certification The Project shall be governed by the mechanism of final acceptance testing and certification to be put into place by DTC and System Integrator as under: (a) Final testing and certification criteria will lay down a set of guidelines following internationally accepted norms and standards for testing and certification for all aspects of project development and implementation covering software, hardware and networking in relation to compliance with SLA metrics, interoperability, scalability, availability and compliance with all the technical and functional requirements of the RFP and this Agreement; (b) Final testing and certification criteria will consider conducting specific tests on the software, hardware, networking, security and all other aspects; (c) Final testing and certification criteria will establish appropriate processes for notifying the System Integrator of any deviations from the norms, standards or guidelines at the earliest instance after taking cognizance of the same to enable the System Integrator to take corrective action; etc.
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(d) The Parties shall each ensure that the range of the Services under the SLA shall not be varied, reduced or increased except with the prior written agreement between DTC and System Integrator in accordance with the Change Control Schedule set out in Schedule II of this Agreement. Save for the express terms of the Terms of Payment Schedule set out as Schedule VI of this Agreement, DTC and its users may purchase any particular category of Services that may become necessary as per the Change Control Schedule set out in Schedule II of this Agreement, without the need to go for a separate procurement process. (e) The service provider may apply by notice to the purchaser for “Acceptance Certificate” not earlier than 14 days before the Works will, in the Contractor’s opinion, be complete, cleared the user (or purchaser’s) acceptance testing with no defects, completed service stabilization period in operations and hence ready for purchaser to take over and issue the acceptance certificate. If the Works are divided into Sections, the Contractor may similarly apply for an “Acceptance Certificate” for each Section. (f) The purchaser shall within 28 days after receiving the contractor’s application shall a. issue the acceptance certificate to the System Integrator, stating the date on which the Works or Section were completed in accordance with the Contract, except for any minor outstanding work and defects which will not substantially affect the use of the Works or Section for their intended purpose (either until or whilst this work is completed, and these defects are remedied); or b. reject the application, giving reasons and specifying the work required to be done by the System Integrator for the issuance of “Acceptance Certificate”. The System Integrator shall then complete this work before issuing a further notice under this Sub- Clause. (g) Once all sections of the system are accepted by the purchased by issuing the “Acceptance certificate”, the purchaser shall issue overall “acceptance certificate” and “Go-Live” certificate. The issuance of “Go-live” certificate shall mark completion of implementation phase and commencement of the operations and maintenance phase.
6. REPRESENTATIONS AND WARRANTIES 6.1 Representations and warranties of the System Integrator The System Integrator represents and warrants to DTC that: (a) it is duly organized and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and other agreements and to carry out the transactions contemplated hereby; (b) it is a competent provider of a variety of information technology and business process management services; (c) it has taken all necessary corporate and other actions under laws applicable to its business to authorize the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; (d) from the Effective Date, it will have the financial standing and capacity to undertake the Project in accordance with the terms of this Agreement; (e) in providing the Services, it shall use reasonable endeavours not to cause any unnecessary disruption to DTC’s normal business operations (f) this Agreement has been duly executed by it and constitutes a legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under
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this Agreement shall be legally valid, binding and enforceable against it in accordance with the terms hereof; (g) the information furnished in the tender documents and as updated on or before the date of this Agreement is to the DTC of its knowledge and belief true and accurate in all material respects as at the date of this Agreement; (h) the execution, delivery and performance of this Agreement shall not conflict with, result in the breach of, constitute a default by any of the terms of its Memorandum and Articles of Association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (i) there are no material actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi- judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its material obligations under this Agreement; (j) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (k) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have an Adverse Effect on its ability to perform its obligations under this Agreement; (l) no representation or warranty by it contained herein or in any other document furnished by it to DTC in relation to the Required Consents contains or shall contain any untrue or misleading statement of material fact or omits or shall omit to state a material fact necessary to make such representation or warranty not misleading; and (m) no sums, in cash or kind, have been paid or shall be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for entering into this Agreement or for influencing or attempting to influence any officer or employee of DTC in connection therewith. For this purpose, DTC will sign integrity pact separately with System Integrator enclosed with this agreement.
6.2 Representations and warranties of DTC DTC represent and warrant to the System Integrator that: (a) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement and carry out the transactions contemplated hereby; (b) it has taken all necessary actions under Applicable Laws to authorize the execution, delivery and performance of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; (c) it has the financial standing and capacity to perform its obligations under the Agreement;
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(d) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (e) this Agreement has been duly executed by it and constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof and its obligations under this Agreement shall be legally valid, binding and enforceable against it in accordance with the terms thereof; (f) the execution, delivery and performance of this Agreement shall not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected;
(g) there are no actions, suits or proceedings pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the default or breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform its material (including any payment) obligations under this Agreement; (h) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Instrumentality which may result in any Adverse Effect on DTC or its nominated agencies ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (i) it has complied with Applicable Laws in all material respects; (j) all information provided by it in the RFP in connection with the Project is, to the DTC of its knowledge and belief, true and accurate in all material respects; and (k) upon the System Integrator performing the covenants herein, it shall not at any time during the term hereof, interfere with peaceful exercise of the rights and discharge of the obligations by the System Integrator, in accordance with this Agreement.
7. OBLIGATIONS OF DTC Without prejudice to any other undertakings or obligations of DTC under this Agreement, DTC shall perform the following: (a) To provide any support through personnel to test the system during the Term; (b) To provide any support through personnel and/or test data during development, rollout, steady state operation, as well as, for any changes/enhancements in the system whenever required due to scope change that may arise due to business, delivery or statutory/regulatory reasons; (c) DTC shall provide the data (including in electronic form wherever applicable/available) to be migrated. (d) To authorize the System Integrator to interact for implementation of the Project with external entities such as the authorized banks, trademark database etc. (e) Provide prompt Deliverable feedback: DTC or its nominated agencies/ partners shall provide sign offs on the deliverable or its comments for changes. In case the DTC or its nominated agencies/ partners fails to respond and provide feedback on above stated submission, the deliverables or SLA and performance reports will be deemed accepted. Any subsequent rework
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post acceptance/ deemed acceptance would form the subject of a formal change request under the provisions of this Agreement.
8. OBLIGATIONS OF THE SYSTEM INTEGRATOR (a) It shall provide the deliverables to DTC or its nominated agencies/ partners, as set out in Annexure X of this Agreement. (b) Design, Supply, testing, installation, commissioning and maintenance of the AFC system and provide operational and technical support to purchaser during the contract period as per the requirements elaborated in section 4 and 5 of this tender document (c) It shall perform the Services including manpower support etc.as set out in section 4 and 5 of this tender and in a good and workmanlike manner commensurate with industry and technical standards which are generally in effect for international projects and innovations pursuant thereon similar to those contemplated by this Agreement, and so as to comply with the applicable Service Levels set out with this Agreement. (d) It shall ensure that the Services are being provided as per the Project Timelines set out in the RFP. (e) The System Integrator shall be responsible for the adequacy, stability and safety of all Site operations and of all methods of construction. Except to the extent specified in the Contract, the System Integrator (i) shall be responsible for all System Integrator’s Documents, Temporary Works, and such design of each item of Plant and Materials as is required for the item to be in accordance with the Contract, and (ii) shall not otherwise be responsible for the design or specification of the Permanent Works
9. APPROVALS AND REQUIRED CONSENTS (f) The Parties shall cooperate to procure, maintain and observe all relevant and regulatory and governmental licenses, clearances and applicable approvals (hereinafter the “Required Consents”) necessary for the System Integrator to provide the Services. The costs of such Approvals shall be borne by the Party normally responsible for such costs according to local custom and practice in the locations where the Services are to be provided. (g) DTC or its nominated agencies/partners shall use reasonable endeavours to assist System Integrator to obtain the Required Consents. In the event that any Required Consent is not obtained, the System Integrator and DTC will co-operate with each other in achieving a reasonable alternative arrangement as soon as reasonably practicable for DTC to continue to process its work with as minimal interruption to its business operations as is commercially reasonable until such Required Consent 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 Required Consents are obtained if and to the extent that the System Integrator’s obligations are not dependent upon such Required Consents.
10. USE OF ASSETS BY THE SYSTEM INTEGRATOR 10.1 During the Term 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 / operated by the System Integrator exclusively in terms of ensuring their
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usability for the delivery of the Services as per this Agreement (hereinafter the “Assets”) in proportion to their use and control of such Assets; and (b) keep all the tangible Assets in as good and serviceable condition as at the date the System Integrator takes control of and/or first uses the Assets and during the entire Term of the Agreement. (c) ensure that any instructions or manuals supplied by the manufacturer of the Assets for use of the Assets and which are 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; (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;
(e) ensure that the Assets that are under the control of the System Integrator, are kept suitably housed and in conformity with Applicable Law; (f) procure permission from DTC and any persons duly authorized by them 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; (g) not, knowingly or negligently use or permit any of the Assets to be used in contravention of any statutory provisions or regulation or in any way contrary to Applicable Law. (h) use DTC efforts to ensure that no lien, mortgage, hypothecation or any other charge is created over the Assets. SI agrees that SI will inform DTC immediately if SI feels or comes to know that a charge may be / has been created over any Asset(s). In the event a charge is created over any of the Assets / Goods which are owned by DTC, DTC shall have the right to get the charge removed at the risk, cost, expense of the SI and SI shall make good all losses, damages, costs, fees, cess, duties, etc. borne or suffered by DTC due to creation of such charge and/or in removal of such charge and/or in discharging the obligations for removal of such charge. (i) Advertisement rights – purchaser reserves the advertisement rights on components of AFCS system including the Electronic ticket issuing machines. Advertisement content shall be provided by the purchaser.
(j) Data generated through AFCS project (“project data”) shall be exclusively owned by purchaser and prior written consent from purchaser is necessary before sharing project data with any third party.
11. ACCESS TO DTC or It’s Nominated Agencies’/ Partners’ LOCATIONS (a) For so long as the System Integrator provides services to DTC location, as the case may be, on a non-permanent basis and to the extent necessary, DTC as the case may be shall, subject to compliance by the System Integrator with any safety and security guidelines which may be provided by DTC as the case may be and notified to the System Integrator in writing, provide the System Integrator with:
• reasonable access with prior approval of DTC, in the same manner granted to DTC employees, to DTC as the case may be location twenty-four hours a day, seven days a week;
• Reasonable workspace, access to office equipment as mutually agreed and other related support services in such location and at such other DTC as the
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case may be location, if any, as may be reasonably necessary for the System Integrator to perform its obligations hereunder and under the SLA. (b) Access to locations, office equipment and services shall be made available to the System Integrator on an “as is, where is” basis by DTC as the case may be. The System Integrator agrees to ensure that its employees, agents and contractors shall not use the location, services and equipment referred to in RFP for the following purposes:
• for the transmission of any material which is defamatory, offensive or abusive or of an obscene or menacing character; or
• 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).
12. MANAGEMENT PHASE 12.1 Governance The review and management process of this Agreement shall be carried out in accordance with the Governance Schedule set out in Schedule IV of this Agreement and shall cover all the management aspects of the Project. Use of Services (a) DTC as the case may be or its nominated agencies/ partners, will undertake and use the Services in accordance with any instructions or procedures as per the acceptance criteria as set out in the SLA or this Agreement or any agreement that may be entered into between the Parties from time to time; (b) DTC as the case may be or its nominated agencies/ partners shall be responsible for the operation and use of the Deliverables resulting from the Services. 12.2 Changes Unless expressly dealt with elsewhere in this Agreement, any changes under or to this Agreement or under or to the SLA shall be dealt with in accordance with the Change Control Schedule set out in Schedule I of this Agreement.
12.3 Security and Safety (a) The System Integrator shall comply with the technical requirements of the relevant security, safety and other requirements specified in the Information Technology Act or Telegraph Act including the regulations issued by dept. of telecom (wherever applicable), IT Security Manual of DTC as specifically stated in the RFP and follow the industry standards related to safety and security (including those as stated in the RFP), insofar as it applies to the provision of the Services/Deliverables under this Agreement. (b) Each Party to the SLA/Agreement shall also comply with DTC or the Government of India’s security standards and policies in force from time to time at each location of which DTC make the System Integrator aware in writing insofar as the same apply to the provision of the Services. (c) The Parties to the SLA/Agreement 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 DTC as the case may be or any of their nominees data, facilities or Confidential Information.
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(d) The System Integrator shall upon reasonable request by DTC as the case may be or their nominee(s) participate in regular meetings when safety and information technology security matters are reviewed. (e) As per the provisions of the SLA or this Agreement, the System Integrator shall promptly report in writing to DTC, 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 the facilities of DTC as the case may be.
12.4 Cooperation 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: (a) does not require material expenditure by the Providing Party to provide the same; (b) is reasonably required by the Receiving Party in order for it to comply with its obligations under this Agreement or the SLA; (c) cannot be construed to be Confidential Information; and (d) is capable of being provided by the Providing Party. Further, each Party agrees to co-operate with the contractors and subcontractors of the other Party as reasonably requested in order to accomplish the purposes of this Agreement.
13. FINANCIAL MATTERS 13.1 Payment Terms Description of payment component
# Cost Head CAPEX Component Recurring Component C1 Hardware Costs of supply, installation, Costs related to AMC and component as per commissioning and related costs till related maintenance / warranty Bill of Material project go-live for mentioned items and related costs after project go-live till end of contract period for mentioned items C2 Software Costs of Costs related to maintenance, component as per development/customization, update of documentation, bug- Bill of Material installation, testing, fixing, warranty and related documentation, deployment and costs after project go-live till related costs till project go-live for end of contract period for mentioned items mentioned items C3 Manpower Costs associated manpower Costs associated manpower deployment deployment till project go-live for deployment after project go- related costs mentioned items live till end of contract period C4 Networking and Cost associated with networking Cost associated with connectivity as per component as per bill of material till networking component as per Bill of Material project go-live bill of material after project go- live till end of contract period
Terms of payment
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· Payment will made on per day per ETM Basis (for both shifts) as per Fin-2 of the RFP and on actual number of ETMs out-shedded on the day i.e. maximum of the ETMs out-shedded either in morning or in evening shift. · Payment by DTC shall be done on monthly basis on the basis of invoice raised by the Selected Bidder in the following month of the invoice period. The payment shall be made within 30 days from the date of receipt of invoice, subject to deduction of penalties for noncompliance computed based on the SLAs. All payments to the Successful bidder will be subject to tax and other deductions as per the Government rules and regulations. · Post completion of Pilot Roll Out, stabilization period will be divided into 3 phases for smooth roll out on all the buses. Indicative phase schedule is as follows:
Region→ North South East West Total Phase-1 2 2 2 2 8 Phase-2 3 3 3 3 12 Phase-3 6 2 2 5 15
· The selected bidder will complete stabilization process for the buses in the above-mentioned depots within a period of six months.
· Payment will start post stabilization of ETM machines, in retrospective manner from the date of issuance of first ETM in all depots including pilot depot, phase wise. Payment will be made at end of every month. i.e. Go-Live for the above- mentioned Depots in phased manner.
13.2 Terms of Payment and Service Credits and Debits (a) In consideration of the Services and subject to the provisions of this Agreement and of the SLA, DTC shall pay the System Integrator for the Services rendered in pursuance of this Agreement, in accordance with clause 13.1 of this Agreement. (b) Payments shall be subject to the application of liquidated damages (for period prior to “Go Live”) or SLA penalties and its adjustments/corrections (for post “Go-Live”) as may be provided for in the Agreement and the SLA from the relevant milestone(s). [Note: DTC (on request from successful bidders) can look at having a separate mechanism for settling penalties/ service credits rather than the set off against the invoice as this could revenue recognition issues. However, the successful bidder has to ensure that such settlement happens within a stipulated timeframe] (c) Save and except as otherwise provided for herein or as agreed between the Parties in writing, DTC shall not be required to make any payments in respect of the Services (or, without limitation to the foregoing, in respect of the System Integrator performance of any obligations under this Agreement or the SLA) other than those covered in clause 13.1 of this Agreement. For the avoidance of doubt, it is expressly clarified that the payments shall be deemed to include all ancillary and incidental costs and charges arising in the course of delivery of the Services including consultancy charges, infrastructure costs, project costs, implementation and management charges and all other related costs including taxes which are addressed in this Clause. Invoicing and Settlement
(a) Subject to the specific terms of the SLA, the System Integrator shall submit its invoices in accordance with the following principles:
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(i) DTC 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 SLA, the System Integrator shall raise an invoice as per clause 13.1 of this Agreement; and (ii) Any invoice presented in accordance with this clause shall be in a form as agreed with DTC. (b) The System Integrator alone shall invoice all payments after receiving due approval of completion of payment milestone from the competent authority. Such invoices shall be accurate and all adjustments to or changes in the terms of payment as stated in clause 13.1 of this Agreement. 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 charge relating to such Service is (i) applicable or (ii) incurred or (iii) approved, whichever is later. SI shall provide details of such waivers on request from competent authority.
(c) Payment shall be made within 30 working days of the receipt of invoice along with supporting documents by DTC subject to deduction of applicable liquidated damages and/or service credits/debits. The penalties are imposed on the System Integrator as per the penalty criteria specified in the SLA. (d) DTC shall be entitled to delay or withhold payment of any invoice or part of it delivered by the System Integrator under clause 13.1 of this Agreement where DTC disputes/withholds 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 / withheld amount shall be settled in accordance with the escalation procedure as set out in Schedule IV of this Agreement. Any exercise by DTC under this Clause shall not entitle the System Integrator to delay or withhold provision of the Services. The System Integrator shall be solely responsible to make payment to its sub-contractors. Tax (a) DTC or its nominated agencies 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, SLA, scope of work and any other engagement required to be undertaken as a part of this Agreement, including, but not limited to, property, sales, use, excise, value-added, goods and services, consumption and other similar taxes or duties. (b) DTC or its nominated agencies shall provide System Integrator with the original tax receipt of any withholding taxes paid by DTC or its nominated agencies on payments under this Agreement. The System Integrator agrees to reimburse and hold DTC harmless from any deficiency including penalties and interest relating to taxes that are its responsibility under this paragraph. For purposes of this Agreement, taxes shall include taxes incurred on transactions between and among DTC, the System Integrator and third-party subcontractors. (c) If, after the date of this Agreement, there is any change of rate of levy under the existing applicable laws of India with respect to taxes and duties, which are directly payable by DTC for providing the goods and services i.e. GST / service tax or any such other applicable tax from time to time, which increase or decreases the cost incurred by the Implementation Agency in performing the Services, then the remuneration and reimbursable expense otherwise payable to the SI under this Agreement shall be increased or decreased accordingly by correspondence between the Parties hereto, and corresponding adjustments shall be made to the ceiling amounts specified in Clause 13.1. However, in case of any new or fresh tax or levy imposed after submission of the proposal the SI shall be entitled to reimbursement on submission of proof of payment of such tax or levy.
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(d) 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 the following: (i) any resale certificates; (ii) any relevant information regarding out-of-state or use of materials, equipment or services; and any direct pay permits, exemption certificates or information reasonably requested by the other Party.
14. ACCEPTANCE OF DELIVERABLES AND TESTING 14.1 Acceptance of Deliverables (a) The successful completion of the Project requires the acceptance by DTC of all Deliverables prepared and delivered pursuant to the Project. Upon completion of a Deliverable, System Integrator will notify DTC in writing that the Deliverable has been completed and, in the case of Deliverables constituted of software, hardware and networking (“Operational Deliverables”), tested and/or certified as being ready for acceptance (“Ready for Acceptance”) by DTC. Promptly after receiving such notice, DTC will evaluate the Deliverable for acceptance in accordance with specific provisions provided in the RFP. The acceptance process outlined below shall not be deemed to extend the Timelines / scheduled completion date for any Deliverable specified in the RFP. 14.2 Acceptance Procedure Acceptance by DTC (“Acceptance”) requires that the Deliverables be confirmed in writing by DTC to meet applicable acceptance criteria (“Acceptance Criteria”) which, in the case of Operational Deliverables, will include the successful completion of agreed acceptance and performance testing and, in the case of the System as a whole, will include meeting the specifications, performance standards and functional requirements set out in the RFP. In the case of Deliverables that are component parts of the System, in addition to acceptance of the component Deliverables, the System will also be subject to Acceptance in its entirety. System Integrator shall prepare and propose the test procedures, which shall be described in the Acceptance Criteria for each Deliverable and shall be subject to agreement by DTC. The Acceptance tests and test procedures shall be sufficiently broad in scope and rigorous so as to verify that the System and all other Deliverables meet all applicable specifications, acceptance criteria and performance requirements, including assurance that the Deliverables and the System meet such tests of operational integrity as may be reasonably required by DTC. In the case of the System, the Acceptance tests shall consist of unit tests, a system test, and/or stress test. Acceptance procedures for written Deliverables (which are all Deliverables other than Operational Deliverables) and Operational Deliverables are as follows: (a) Written Deliverables: i. The System Integrator may submit interim drafts of written Deliverables (e.g., system designs and documentation) to DTC for review. DTC agrees to review each interim draft within a reasonable period of time after receiving it from the System Integrator. When the System Integrator delivers a final written Deliverable to DTC, DTC will have the opportunity to review such written Deliverable for an acceptance period of seven (7) days or such other period as is stated in the RFP or the agreed Project Plan (the “Acceptance Period”). In all cases, DTC’s obligation to review a written Deliverable within the applicable Acceptance Period will be contingent on such written Deliverable being delivered to DTC as scheduled. If and to the extent any written Deliverable is delivered earlier or later than scheduled, the
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Acceptance Period for such written Deliverable shall be extended as reasonably necessary to accommodate the availability of DTC personnel responsible for reviewing such Deliverable. Similarly, if and to the extent multiple written Deliverables are delivered to DTC within an Acceptance Period, the Acceptance Period for all such written Deliverables shall be extended as reasonably necessary to accommodate the availability of DTC personnel responsible for reviewing them. ii. DTC agrees to notify the System Integrator in writing by the end of the Acceptance Period either stating that the applicable written Deliverable is accepted / rejected in the form delivered by the System Integrator or describing with reasonable particularity any deficiencies that must be corrected prior to acceptance of such written Deliverable. If the System Integrator does not receive any such notice from DTC by the end of the Acceptance Period, the System Integrator shall promptly notify DTC in writing that no such notice has been received. If the System Integrator does not receive the required notice within seven (7) days after DTC receives such written notification from the System Integrator, such written Deliverable will be deemed to be accepted by DTC. iii. If DTC delivers to the System Integrator a timely notice of rejection/deficiencies, the System Integrator will correct the described deficiencies as quickly as possible and, in any event, within ten (10) days after DTC notifies the System Integrator of the rejection/deficiencies (unless otherwise specified in the agreed Project Plan). Upon receipt of a corrected written Deliverable from the System Integrator, DTC will have a period of seven (7) days to review the corrected written Deliverable. (b) Operational Deliverables: i. To the extent not already specified in the RFP or agreed Project Plan, prior to the date on which the System Integrator is scheduled to deliver each Operational Deliverable to DTC, both the System Integrator and DTC will agree upon the testing procedures for the Operational Deliverable, including without limitation detailed test cases and expected results (the “Acceptance Tests”). The Acceptance Tests will be designed to determine whether the Operational Deliverable contains any defects. DTC will have the opportunity during the Acceptance Period to evaluate and test each Operational Deliverable in accordance with the following procedures by executing the Acceptance Tests. ii. When the System Integrator has completed an Operational Deliverable, it will deliver the Operational Deliverable at the Installation Site (if not already there), install such Deliverable (if not already installed), and perform an installation test reasonably acceptable to DTC to verify that the Deliverable has been properly delivered and installed. The System Integrator shall notify DTC when the Operational Deliverable is ‘Ready for Acceptance’, provided that, unless otherwise agreed, such notice shall not occur prior to the successful completion by the System Integrator of any installation tests. Such notice will start the Acceptance Period, which will be fifteen (15) days or such other period as is stated in the RFP or agreed Project Plan. As was the case with written Deliverables, DTC’s obligation to review any Operational Deliverable within the applicable Acceptance Period will be contingent on such Operational Deliverable being delivered to DTC as scheduled. If and to the extent any Operational Deliverable is delivered earlier or later than scheduled, the Acceptance Period for such Operational Deliverable shall be extended as reasonably necessary to accommodate the availability of the DTC personnel responsible for reviewing such Operational Deliverable. Similarly, if and to the extent multiple Operational Deliverables are delivered to DTC within an Acceptance Period, the Acceptance Period for all Operational Deliverables shall be extended as reasonably necessary to accommodate the availability of the DTC personnel responsible for reviewing them.
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iii. DTC shall notify the System Integrator in writing by the end of the Acceptance Period stating that the Operational Deliverable is accepted/rejected in the form delivered by the System Integrator or describing the defects as provided in Clause 14.2 (b) (iv) below. If the System Integrator does not receive any notice of defects from DTC by the end of the Acceptance Period, the System Integrator shall promptly notify DTC in writing that no such notice was received. If System Integrator does not receive a notice of defects within seven (7) days after DTC receives such written notification from the System Integrator, such Operational Deliverable will be deemed accepted by DTC. iv. If DTC determines during the Acceptance Period that the Operational Deliverable as delivered by the System Integrator deviates from its approved specifications or otherwise fails to successfully complete applicable Acceptance Tests (or a defect), DTC will inform the System Integrator in writing, describing the defect(s) in sufficient detail to allow the System Integrator to recreate/rectify them. The System Integrator will correct any defects in an Operational Deliverable as quickly as possible after receiving DTC’s notice of the defects and, in any event, within ten (10) days after receiving such notice (unless otherwise specified in the Project Plan/RFP), and provide the corrected Operational Deliverable to DTC for re-testing within such ten (10) day period. v. DTC will have a reasonable additional period of time after receipt of the corrected Operational Deliverable to re-test it so as to confirm its proper functioning. The System Integrator will correct any further defects identified by DTC during the re-test as quickly as possible, but in no event more than ten (10) days after DTC notifies the System Integrator of the further defects, unless otherwise specified in the agreed Project Plan or RFP or agreed by DTC. (c) Correction of Deficiencies in Deliverables: i. The System Integrator is unable to correct all deficiencies preventing Acceptance of a Deliverable for which it is responsible after a reasonable number of repeated efforts (but not more than three (3), DTC may at its election:
• allow the System Integrator to continue its efforts to make corrections; or
• accept the Deliverable with its Deficiencies and deduct such proportionate amounts from the System Integrators fees as deemed appropriate by DTC; or
• Terminate this Agreement for cause in accordance with the procedures set forth in Clause 15 (except that DTC is under no obligation to provide the System Integrator any further opportunity to cure) and recover its damages subject to the limitations set forth in this Agreement. 14.3 Acceptance DTC shall be deemed to have accepted the Deliverables and/or System upon the date of delivery to the System Integrator by DTC of a notice (the “Acceptance Notice”) to that effect.
15. TERMINATION AND SUSPENSION 15.1 Material Breach (a) In the event that either Party believes that the other Party is in Material Breach of its obligations under this Agreement, such aggrieved Party may terminate this Agreement upon giving a one month’s notice for curing the Material Breach to the other Party. In case the Material Breach continues, after the notice period, DTC or System Integrator, as the case may be will have the option to terminate the Agreement. Any notice served pursuant to this Clause
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shall give reasonable details of the Material Breach, which could include the following events and the termination will become effective: (i) If the System Integrator is not able to deliver the services as per the SLAs defined in RFP which translates into Material Breach, then DTC may serve 30 days written notice for curing this Material Breach. In case the Material Breach continues, after the expiry of such notice period, DTC will have the option to terminate this Agreement. Further, DTC may after affording a reasonable opportunity to the System Integrator to explain the circumstances leading to such a breach. (ii) If there is a Material Breach by the Purchaser or its nominated agencies which results in not providing support for effecting data migration or not providing the certification of User Acceptance, then the Implementation Agency will give a one month’s notice for curing the Material Breach to the Purchaser. After the expiry of such notice period, the Implementation Agency will have the option to terminate the Agreement. (b) DTC may by giving a one month’s written notice, terminate this Agreement if a change of control of the System Integrator has taken place. For the purposes of this Clause, in the case of System Integrator, change of control shall mean the events stated in Clause 5, and such notice shall become effective at the end of the notice period as set out in Clause 5.1 (c). (c) In the event that System Integrator undergoes such a change of control, DTC may, as an alternative to termination, require a full Performance Security for the obligations of System Integrator by a guarantor acceptable to DTC or its nominated agencies. If such a guarantee is not furnished within 30 days of DTC’s demand, DTC may exercise its right to terminate this Agreement in accordance with this Clause by giving 15 days further written notice to the System Integrator. (d) Consortium based SI - In case of any dissatisfaction or default on part of the lead Bidder, purchaser shall issue a written notice to consortium asking for replacement of lead bidder. Within 6 months of receipt of such notice, Consortium members shall identify the replacement for the lead bidder. Purchaser reserves the right to approve or reject the proposed replacement for the lead bidder. Failing to engage a lead bidder as per the satisfaction of purchaser, the purchaser may initiate the termination of contract. In the meantime, other members of consortium shall support the project without any financial liability. Any change in consortium shall not lead to financial liability for the purchaser. (e) The termination provisions set out in this Clause shall apply mutatis mutandis to the SLA. 15.2 Termination for Convenience (a) DTC may at any time terminate the Contract for any reason by giving the System Integrator a notice of termination by giving 90 days prior written notice that refers to this clause (b) Upon receipt of the notice of termination under this clause, the SI shall either as soon as reasonably practical or upon the date specified in the notice of termination:
• cease all further work, except for such work as DTC may specify in the notice of termination for the sole purpose of protecting that part of the System already executed, or any work required to leave the site in a clean and safe condition;
• terminate all subcontracts, except those to be assigned to DTC pursuant to Clause 15.2 (d) below; (c) repatriate the SI’s and its Subcontractors’ personnel from the site, remove from the site any wreckage, rubbish, and debris of any kind; (d) in addition, the SI shall:
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• deliver to DTC the parts of the System executed by the SI up to the date of termination;
• to the extent legally possible, assign to DTC all right, title, and benefit of the SI to the System, or Subsystem, as at the date of termination, and, as may be required by the Purchaser, in any subcontracts concluded between the SI and its Subcontractors;
• deliver to DTC all non-proprietary drawings, specifications, and other documents prepared by the SI or its Subcontractors as of the date of termination in connection with the System. 15.3 Effects of termination (a) In the event that DTC terminates this Agreement pursuant to failure on the part of the System Integrator to comply with the conditions as contained in this Clause and depending on the event of default, Performance Security furnished by System Integrator may be forfeited.
(b) Upon termination of this Agreement, the Parties will comply with the Exit Management Schedule set out as Schedule II of this Agreement. (c) In the event that DTC or the System Integrator terminates this Agreement, the compensation will be decided in accordance with the Exit Management Schedule set out as Schedule II of this Agreement. (d) DTC agrees to pay System Integrator for
• all charges for Services System Integrator provide and any Deliverables and/or system (or part thereof) System Integrator delivers through termination, and
• reimbursable expenses System Integrator incurs through termination. If DTC terminates without cause, DTC also agrees to pay any applicable adjustment expenses System Integrator incurs as a result of such termination (which System Integrator will take reasonable steps to mitigate). (e) Any and all payments under this clause shall be payable only after the System Integrator has complied with and completed the transition and exit management as per the Exit Management Plan to the satisfaction of DTC. In case of expiry of the Agreement, the last due payment shall be payable to the System Integrator after it has complied with and completed the transition and exit management as per the Exit Management Plan to the satisfaction of DTC. (f) In the event of termination of the Contract under Clause 15.2, DTC shall pay to the SI the following amounts:
• the Contract Price, properly attributable to the parts of the System executed by the SI as of the date of termination;
• the costs reasonably incurred by the SI in the removal of the SI’s Equipment from the site and in the repatriation of the SI’s and its Subcontractors’ personnel;
• any amount to be paid by the SI to its Subcontractors in connection with the termination of any subcontracts, including any cancellation charges;
• costs incurred by the SI in protecting the System and leaving the site in a clean and safe condition pursuant to Clause 15.2; and
• the cost of satisfying all other obligations, commitments, and claims that the SI may in good faith have undertaken with third parties in connection with the Contract and that are not covered by Clause 15.3 (d) above.
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Termination of this Agreement due to bankruptcy of System Integrator (a) DTC may serve written notice on System Integrator at any time to terminate this Agreement with immediate effect in the event that the System Integrator reporting an apprehension of bankruptcy to DTC or its nominated agencies 15.4 Suspension a) The System Integrator shall, if ordered in writing by DTC, temporarily suspend the performance of any services or any part thereof under this Agreement for such specified/ ordered period and time. DTC shall inform the System Integrator about such suspension at least 30 days in advance. The System Integrator shall not be entitled to claim compensation for any loss or damage sustained by it by reason of such temporary suspension of the work for a continuous period of 30 days. DTC may consider suitable compensation to the System Integrator in event of suspension extending beyond a continuous period of 30 days. An extension of time for completion, corresponding with the delay caused by any such suspension of the works as aforesaid shall be granted to the System Integrator, if written request for the same is made. In case the suspension of works lasts for a period of more than 3 months, the System Integrator shall have the right to request DTC to pay reasonable immobilization and mobilization charges as may be consented to by DTC. b) In the event that DTC suspends the progress of work for a period in excess of 30 days in aggregate, rendering the System Integrator to extend its performance security then DTC shall bear only the cost of extension of such bank guarantee for such extended period restricted to the normal bank rates as applicable in the banking procedures subject to the System Integrator producing the requisite evidence from the bank concerned. c) DTC may suspend this Agreement only (i) prior to giving consent to the System Integrator for purchase of goods and production licenses; and (ii) after the Go-Live. d) Notwithstanding the foregoing in clause 16, Order for Infrastructure items including Hardware, Software licenses and other system software etc. shall be placed by the System Integrator only after receipt of written confirmation from DTC in this regard. DTC may request the System Integrator for deferment of procurement of such components for maximum period of twelve months. In such case the System Integrator will be paid a pre- defined maintenance cost for the application support and the team deployed. In case DTC requests for deferment of procurement of infrastructure the timelines will extend accordingly. Also, the SLA relating to infrastructure will apply from the date when DTC gives intimation to the System Integrator to start procurement.
16. INDEMNIFICATION & LIMITATION OF LIABILITY a) System Integrator (the “Indemnifying Party”) undertakes to indemnify DTC (the “Indemnified Party”) from and against all Losses on account of bodily injury, death or damage to tangible personal property arising in any person, corporation or other entity (including the Indemnified Party) attributable to the Indemnifying Party’s negligence or default in performance or non-performance under this Agreement. b) If the Indemnified Party promptly notifies Indemnifying Party in writing of a third party claim against Indemnified Party that any Service provided by the Indemnifying Party infringes a copyright, trade secret or patents incorporated in India of any third party, Indemnifying Party will defend such claim at its expense and will pay any costs or damages that may be finally awarded against Indemnified Party. c) Indemnifying Party will not indemnify the Indemnified Party, however, if the claim of infringement is caused by
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• Indemnified Party’s misuse or modification of the Service;
• Indemnified Party’s failure to use corrections or enhancements made available by the Indemnifying Party;
• Indemnified Party’s use of the Service in combination with any product or information not owned or developed by Indemnifying Party;
• Indemnified Party’s distribution, marketing or use for the benefit of third parties of the Service; or
• Information, direction, specification or materials provided by Indemnified Party or any third party contracted to it. If any Service is or likely to be held to be infringing, Indemnifying Party shall at its expense and option either
o procure the right for Indemnified Party to continue using it, o replace it with a non-infringing equivalent, o modify it to make it non-infringing. The foregoing remedies constitute Indemnified Party’s sole and exclusive remedies and Indemnifying Party’s entire liability with respect to infringement. d) The indemnities set out in Clause 16 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 Clause 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 or plaintiff 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 steps that the Indemnifying Party may reasonably require to mitigate or reduce its loss as a result of such a claim or proceedings;
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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; and (ix) if a Party makes a claim under the indemnity set out above in respect of any particular Loss or Losses, then that Party shall not be entitled to make any further claim in respect of that Loss or Losses (including any claim for damages). e) The liability of either Party (whether in contract, tort, negligence, strict liability in tort, by statute or otherwise) for any claim in any manner related to this Agreement, including the work, deliverables or Services covered by this Agreement, shall be the payment of direct damages only which shall in no event exceed one time the total contract value payable under this Agreement. The liability cap given under this Clause shall not be applicable to the indemnification obligations set out in breach of clause 12 – ‘Safety and Security’ and clause 18 – ‘Confidentiality’. f) In no event shall either party be liable for any consequential, incidental, indirect, special or punitive damage, loss or expenses (including but not limited to business interruption, lost business, lost profits, or lost savings) nor for any third-party claims even if it has been advised of their possible existence. g) The allocations of liability in this clause represent the agreed and bargained-for understanding of the parties and compensation for the Services reflects such allocations. Each Party has a duty to mitigate the damages and any amounts payable under an indemnity that would otherwise be recoverable from the other Party pursuant to this Agreement by taking appropriate and commercially reasonable actions to reduce or limit the amount of such damages or amounts.
17. FORCE MAJEURE 17.1 Definition of Force Majeure The System Integrator or DTC as the case may be, shall be entitled to suspend or excuse performance of its respective obligations under this Agreement to the extent that such performance is impeded by an event of force majeure (“Force Majeure”). “Force Majeure” shall mean any event beyond the reasonable control of DTC or of the SI, as the case may be, and which is unavoidable notwithstanding the reasonable care of the party affected.
17.2 Force Majeure events a) A Force Majeure shall include, without limitation, the following:
• war, hostilities, or warlike operations (whether a state of war be declared or not), invasion, act of foreign enemy, and civil war;
• strike, sabotage, lockout, embargo, import restriction, port congestion, lack of usual means of public transportation and communication, industrial dispute, shipwreck, shortage or restriction of power supply, epidemics, quarantine, and plague;
• earthquake, landslide, volcanic activity, fire, flood or inundation, tidal wave, typhoon or cyclone, hurricane, storm, lightning, or other inclement weather condition, nuclear and pressure waves, or other natural or physical disaster;
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b) If either party is prevented, hindered, or delayed from or in performing any of its obligations under the Contract by an event of Force Majeure, then it shall notify the other in writing of the occurrence of such event and the circumstances of the event of Force Majeure within fourteen (14) days after the occurrence of such event. c) The party who has given such notice shall be excused from the performance or punctual performance of its obligations under the Contract for so long as the relevant event of Force Majeure continues and to the extent that such party’s performance is prevented, hindered, or delayed. The time for achieving Final Acceptance shall be extended. d) The party or parties affected by the event of Force Majeure shall use reasonable efforts to mitigate the effect of the event of Force Majeure upon its or their performance of the Contract and to fulfil its or their obligations under the Contract, but without prejudice to either party’s right to terminate the Contract under Clause 17.
e) No delay or non-performance by either party to this Contract caused by the occurrence of any event of Force Majeure shall:
• constitute a default or breach of the Contract;
• give rise to any claim for damages or additional cost or expense occasioned by the delay or non-performance, if, and to the extent that, such delay or non-performance is caused by the occurrence of an event of Force Majeure. f) If the performance of the Contract is substantially prevented, hindered, or delayed for a single period of more than sixty (60) days on account of one or more events of Force Majeure during the time period covered by the Contract, the parties will attempt to develop a mutually satisfactory solution, failing which, either party may terminate the Contract by giving a notice to the other. g) In the event of termination pursuant to Clause 17, the rights and obligations of DTC and the SI shall be as specified in the clause titled Termination. h) Notwithstanding Clause 17.2 , Force Majeure shall not apply to any obligation of DTC to make payments to the SI under this Contract. i) For the avoidance of doubt, it is expressly clarified that the failure on the part of the SI under this Agreement or the SLA to implement any disaster contingency planning and back-up and other data safeguards in accordance with the terms of this Agreement or the SLA against natural disaster, fire, sabotage or other similar occurrence shall not be deemed to be a Force Majeure event. For the avoidance of doubt, it is further clarified that any negligence in performance of Services which directly causes any breach of security like hacking aren’t the forces of nature and hence wouldn’t be qualified under the definition of “Force Majeure”. In so far as applicable to the performance of Services, System Integrator will be solely responsible to complete the risk assessment and ensure implementation of adequate security hygiene, DTC practices, processes and technology to prevent any breach of security and any resulting liability therefrom (wherever applicable).
18. CONFIDENTIALITY a) DTC or its nominated agencies shall allow the System Integrator to review and utilize highly confidential public records and the System Integrator shall maintain the highest level of secrecy, confidentiality and privacy with regard thereto.
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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) DTC shall retain all rights to prevent, stop and if required take the necessary punitive action against the System Integrator regarding any forbidden disclosure. d) The System Integrator shall execute a corporate non-disclosure agreement with DTC in the format provided by DTC and shall ensure that all its employees, agents and sub- contractors involved in the project execute individual non-disclosure agreements, which have been duly approved by DTC with respect to this Project. e) For the avoidance of doubt, it is expressly clarified that the aforesaid provisions shall not apply to the following information:
• information already available in the public domain;
• information which has been developed independently by the System Integrator;
• information which has been received from a third party who had the right to disclose the aforesaid information;
• Information which has been disclosed to the public pursuant to a court order. f) To the extent the System Integrator shares its confidential or proprietary information with DTC for effective performance of the Services, the provisions of this Clause shall apply mutatis mutandis on DTC. g) Notwithstanding anything to the contrary mentioned hereinabove, the SI shall have the right to share the Letter of Intent / work order provided to it by DTC in relation to this Agreement, with its prospective purchasers solely for the purpose of and with the intent to evidence and support its work experience under this Agreement.
19. AUDIT, ACCESS AND REPORTING a) The System Integrator shall allow access to DTC to all information which is in the possession or control of the System Integrator and which relates to the provision of the Services as set out in the Audit, Access and Reporting Schedule and which is reasonably required by DTC to comply with the terms of the Audit, Access and Reporting Schedule set out as Schedule III of this Agreement. Such audit rights shall be conducted once in six months.
20. INTELLECTUAL PROPERTY RIGHTS a) Products and fixes: All products and related solutions and fixes provided pursuant to this work order shall be licensed according to the terms of the license agreement packaged with or otherwise applicable to such product. System Integrator would be responsible for arranging any licenses associated with products. “Product” means any computer code, web-based services, or materials comprising commercially released, pre-release or beta products (whether licensed for a fee or no charge) and any derivatives of the foregoing which are made available to DTC for license which is published by product owner or its affiliates, or a third party. “Fixes” means product fixes that are either released generally (such as commercial product service packs) or that are provided to you when performing services (such as workarounds, patches, bug fixes, beta fixes and beta builds) and any derivatives of the foregoing.
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b) Bespoke development: Subject to the provisions of Clause 20 (c) below, upon payment, the IPR rights for any bespoke development done during the implementation of the project will lie with DTC. c) Pre-existing work: All IPR including the source code and materials developed or otherwise obtained independently of the efforts of a party under this Agreement (“pre- existing work”) including any enhancement or modification thereto shall remain the sole property of that party. During the performance of the services for this agreement, each party grants to the other party (and their sub-contractors as necessary) a non- exclusive license to use, reproduce and modify any of its pre-existing work provided to the other party solely for the performance of such services for duration of the Term of this Agreement. Except as may be otherwise explicitly agreed to in a statement of services, upon payment in full, the System Integrator should grant DTC a non-exclusive, perpetual, fully paid-up license to use the pre-existing work in the form delivered to DTC as part of the service or deliverables only for its internal business operations. Under such license, either of parties will have no right to sell the pre-existing work of the other party to a Third Party. DTC’s license to pre-existing work is conditioned upon its compliance with the terms of this Agreement and the perpetual license applies solely to the pre-existing work that bidder leaves with DTC at the conclusion of performance of the services. d) Residuals: In no event shall System Integrator be precluded from independently developing for itself, or for others, anything, whether in tangible or non-tangible form, which is competitive with, or similar to, the deliverables, set-out in this Agreement or Annexure. In addition, subject to the confidentiality obligations, System Integrator shall be free to use its general knowledge, skills and experience, and any ideas, concepts, know-how, and techniques that are acquired or used in the course of providing the Services.
21. WARRANTY 21.1 Standard a) The SI warrants that the Project, including all the system(s), materials and goods supplied pursuant to the Agreement, shall be free from any defect or deficiency in the material, design, engineering, and workmanship that prevent the system and/or any of its systems(s) from fulfilling the technical requirements or that limit in a material fashion the performance, reliability, or extensibility of the system and/or any of its sub- system(s). Commercial warranty provisions of products supplied under the Agreement shall apply to the extent they do not conflict with the provisions of this Agreement. b) The SI also warrants that the products, materials and other goods supplied under the Agreement are new, unused and incorporate all recent improvements in design that materially affect the system’s or subsystem’s ability to fulfil the technical requirements specified in the RFP. c) In addition, the SI warrants that all Goods components to be incorporated into the System form part of the SI/OEM’s and/or Subcontractor’s current product lines. d) The warranty period shall commence from the date of Final Acceptance of the entire system or on expiry of the products commercial warranty, whichever is earlier and shall extend for one-year post completion of the agreement. e) If during the warranty period any defect or deficiency is found in the material, design and performance/workmanship of the Project and other Services provided by the SI, the SI shall promptly, in consultation and agreement with Purchaser, and at the
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Implementation Agency’s sole cost repair, replace, or otherwise make good (as the SI shall, at its discretion, determine) such default, defect or deficiency as well as any damage to the system caused by such default, defect or deficiency. Any defective component, excluding hard disks, that has been replaced by the SI shall remain the property of the SI. f) The SI may, with the consent of DTC, remove from the site any product and other goods that are defective, if the nature of the defect, and/or any damage to the System caused by the defect, is such that repairs cannot be expeditiously carried out at the site. If the repair, replacement, or making good is of such a character that it may affect the efficiency of the System, DTC may give the SI notice requiring that tests of the defective part be made by the Implementing agency immediately upon completion of such remedial work, whereupon the SI shall carry out such tests. If such part fails the tests, the SI shall carry out further repair, replacement, or making good (as the case may be) until that part of the System passes such tests. The tests shall be agreed upon by DTC and the SI. g) If the SI fails to commence the work necessary to remedy such defect or any damage to the System caused by such defect within a reasonable time period, DTC may, following notice to the SI, proceed to do such work or contract a third party (or parties) to do such work, and the reasonable costs incurred by DTC in connection with such work shall be paid to DTC by the SI or may be deducted by the DTC from any amount due to the SI. h) If the System or any of its sub-systems cannot be used by reason of such default, defect or deficiency and/or making good of such default, defect or deficiency, the warranty period for the Project shall be extended by a period equal to the period during which the Project or any of its system could not be used by DTC because of such defect and/or making good of such default, defect or deficiency. i) Items substituted for defective parts of the System during the Warranty Period shall be covered by the Warranty for the remainder of the Warranty Period applicable for the part replaced or three (3) months, whichever is greater. j) The SI shall have no liability in the case of breach of this warranty due to (i) use of the deliverables on any environment (hardware or software) other than the environment recommended or approved by the SI, (ii) the combination, operation, or use of some or all of the deliverables with information, software, specifications, instructions, data, or materials not approved by the SI; (iii) the deliverables having been tampered with, altered or modified by DTC without the written permission of SI, or (iv) use of the deliverables otherwise than in terms of the relevant documentation k) Implied Warranty: The warranties provided herein are in lieu of all other warranties, both express and implied, and all other warranties, including without limitation that of merchantability or fitness for intended purpose is specifically disclaimed. l) The System Integrator shall have no liability in the case of breach of this warranty due to (i) use of the deliverables on any environment (hardware or software) other than the environment recommended or approved by the System Integrator, (ii) the combination, operation, or use of some or all of the deliverables with information, software, specifications, instructions, data, or materials not approved by the System Integrator; (iii) the deliverables having been tampered with, altered or modified by DTC without the written permission of the System Integrator, or (iv) use of the deliverables otherwise than in terms of the relevant documentation.
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22. LIQUIDATED DAMAGES a) Time is the essence of the Agreement and the delivery dates are binding on the SI. In the event of delay or any gross negligence in implementation of the project before scheduled Go-Live, for causes solely attributable to the SI, in meeting the deliverables, DTC shall be entitled at its option to recover from the SI as agreed, liquidated damages, as defined in SLA for each completed week or part thereof subject to a limit of 10% of the total contract value. b) The Parties agree that SLA penalties defined in the Service Level Agreement are liquidated damages and that the deduction of any Service Credit by DTC shall be its exclusive monetary remedy for failure of SI to meet the Service Levels and is in full and final settlement of any claim which DTC may have for Losses caused by the failure to meet a Service Level to which a Service Credit applies, provided that this Clause shall not limit the exercise by DTC of its rights to terminate the Agreement for Material Breach and the associated consequences of termination.
23. INSURANCE COVER 23.1 Obligation to maintain insurance In connection with the provision of the Services, the System Integrator must have and maintain (a) for the Agreement Period, valid and enforceable sufficient insurance coverage for (i) public liability; (ii) either professional indemnity or errors and omissions; (iii) product liability; (iv) theft, fire and natural calamity (v) workers compensation as required by law; and (b) for one year following the expiry or termination of the Agreement valid and enforceable insurance policies (if relevant) in the amount not less than the Insurance Cover specified in 23.1 (a) above. 23.2 Certificates of Insurance The System Integrator must, on request by DTC, provide current relevant confirmation of insurance documentation from its insurance brokers certifying that it has insurance as required by this Clause 24.The System Integrator agrees to replace any coverage prior to the date of expiry/cancellation. 23.3 Non-compliance DTC may, at its election, terminate this Agreement upon the failure of System Integrator, or notification of such failure, to maintain the required insurance coverage. Inadequate insurance coverage for any reason shall not relieve System Integrator of its obligations under this Agreement.
24. MISCELLANEOUS 24.1 Personnel (a) The personnel assigned by System Integrator to perform the Services shall be employees of System Integrator or its subcontractor(s), and under no circumstances shall such personnel be considered employees of DTC. The System Integrator shall have the sole responsibility for the
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supervision and control of the personnel deployed in the Project and for payment of such personnel’s compensation, including salary, withholding of income taxes and social security taxes, worker’s compensation, employee and disability benefits and the like and shall be responsible for all obligations of an employer subject to Applicable Law. (b) The System Integrator shall use its DTC efforts to ensure that sufficient System Integrator personnel are assigned to perform the Services and those personnel have appropriate qualifications to perform the Services. After discussion with System Integrator, DTC shall have the right to require the removal or replacement of any System Integrator personnel performing work under this Agreement based on bonafide reasons. In the event that DTC requests that any System Integrator personnel be replaced, the substitution of such personnel shall be accomplished pursuant to a mutually agreed upon schedule. (c) In the event that DTC and System Integrator identify any personnel of System Integrator as “Key Personnel”, then the System Integrator shall not remove such personnel from the Project without the prior written consent of DTC unless such removal is the result of an unavoidable circumstance including but not limited to resignation, termination, medical leave, etc. (d) Except as stated in this Clause, nothing in this Agreement or the SLA will limit the ability of System Integrator to freely 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. DTC shall have the right to review and approve System Integrator’s plan for any such knowledge transfer. System Integrator shall maintain the same or higher standards for skills and professionalism among replacement personnel as in personnel being replaced. (e) Each Party shall be responsible for the performance of all its obligations under this Agreement or the SLA as the case may be and shall be liable for the acts and omissions of its employees and agents in connection therewith. (f) Neither Party will solicit for employment or knowingly hire an employee of the other Party with whom such Party has contact pursuant to project engagements under this Agreement. This restriction shall not apply to employees of either Party responding to advertisements in job fairs or news media circulated to the general public. (g) System Integrator will be wholly and exclusively responsible for payment of wages to the persons engaged by it in compliance of all the statutory obligations under all related legislations as applicable to it from time to time including Minimum Wages Act, Employees Provident Fund Act, ESI Act, etc. and the Delhi Transport Corporation shall not incur any liability of the successful Bidder for any expenditure whatsoever on the persons employed by the successful Bidder on account of any such statutory obligation. (h) Proof of payment of EPF, ESI will be a mandatory requirement before submitting the invoice for the next month. (i) The Bidder shall pay fair and reasonable wages to the workmen employed as per Minimum Wages Act, 1948. 24.2 Independent Contractor Nothing in this Agreement or the SLA shall be construed as establishing or implying any partnership or joint venture between the Parties to this Agreement or the SLA and, except as expressly stated in this Agreement or the SLA, nothing in this Agreement or the SLA shall be deemed to constitute any Parties as the agent of any other Party or authorizes either Party to: (a) incur any expenses on behalf of the other Party;
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(b) enter into any engagement or make any representation or warranty on behalf of the other Party; (c) pledge the credit of or otherwise bind or oblige the other Party; or (d) Commit the other Party in any way whatsoever without in each case obtaining the other Party’s prior written consent. 24.3 Sub-contractors Except the work permitted to be sub-contracted, System Integrator shall not subcontract any work without DTC’s prior written consent. However, the System Integrator shall provide the list of all the other services planned to be sub contracted, within 30 days of signing the Agreement. It is clarified that the System Integrator shall be the principal employer for all claims arising from the liabilities statutory or otherwise, concerning the sub-contractors. The Service provider undertakes to indemnify DTC from any claims on the grounds stated hereinabove. Notwithstanding the sub- contracting, the System Integrator shall remain solely responsible for and liable for successful delivery of Deliverables and accomplishment of the Project. The System Integrator may use the services of a sub-contractor to leverage their specialized experience in respect of following tasks/areas: I. Civil Work required for the project II. Manpower deployed including key resources
Sub-contracting would be subject to the following conditions: i. All sub-contracting arrangements must form part of the bid. ii. All sub-contracting contracts must be entered into by the sole bidder / lead bidder. iii. Sub-contracting should not dilute the responsibility and liability of the bidder. iv. Any changes in sub-contractors must be approved by purchaser prior to conclusion of any contract between the bidder and the sub-contractor. v. Purchaser retains the right to request discontinuation of sub-contracting of activities at any time during the contract period. vi. Purchaser reserves its right to subject the sub-contractors to security clearances as it deems necessary.
24.4 Assignment (a) All terms and provisions of this Agreement shall be binding on and shall inure to the benefit of DTC and their respective successors and permitted assigns. (b) Subject to Clause 24.4, the System Integrator shall not be permitted to assign its rights and obligations under this Agreement to any third party. (c) DTC may assign or novate all or any part of this Agreement and Schedules/Annexures, and the System Integrator shall be a party to such novation, to any third party contracted to provide outsourced services to DTC or any of its nominees. 24.5 Trademarks, Publicity Neither Party may use the trademarks of the other Party without the prior written consent of the other Party except that System Integrator may, upon completion, use the Project as a reference for credential purpose. 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,
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System Integrator Tel: Fax: Email: Contact:
(c) In relation to a notice given under the MSA / SLA, a Party shall specify the Parties’ address for service of notices, any such notice to be copied to the Parties at the addresses set out in this Clause. (d) Any such 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 9.30 am and 6.00 pm at the address of the other Party set forth above 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) or if sent by email. (e) Either Party to this Agreement or to the SLA may change its address, telephone number, facsimile number and nominated contact for notification purposes by giving the other reasonable prior written notice of the new information and its effective date.
24.7 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 set out in Schedule I of this Agreement. Such amendment shall be 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
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or may be reasonably required to complete and deliver the obligations set out in this Agreement or the SLA. 24.8 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 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. 24.9 Compliance with Applicable Law Each Party to this Agreement accepts that its individual conduct shall (to the extent applicable to its business like the System Integrator as an information technology service provider) at all times comply with all laws, rules and regulations of government and other bodies having jurisdiction over the area in which the Services are undertaken provided that changes in such laws, rules and regulations which result in a change to the Services shall be dealt with in accordance with the Change Control Schedule set out in Schedule I of this Agreement. 24.10 Professional Fees All expenses incurred by or on behalf of each Party to this Agreement and the SLA, including all fees of agents, legal advisors, accountants and actuaries employed by either of the Parties in connection with the negotiation, preparation and execution of this Agreement or the SLA shall be borne solely by the Party which incurred them. 24.11 Ethics The 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 DTC 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 DTC standard policies and may result in cancellation of this Agreement, or the SLA. 24.12 Entire Agreement This Agreement and the SLA with all schedules & annexures appended thereto and the contents and specifications 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, provided that nothing in this Clause shall be interpreted so as to exclude any liability in respect of fraud, misrepresentation and corrupt practice. 24.13 Amendment Any amendment to this Agreement shall be made in accordance with the Change Control Schedule set out in Schedule I of this Agreement by mutual written consent of all the Parties.
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25. GOVERNING LAW AND DISPUTE RESOLUTION/ ARBITRATION (a) This Agreement shall be governed by and construed in accordance with the laws of India, without giving effect to conflict of law rules. (b) 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 set out as Schedule IV of this Agreement. (c) Parties agree that they would try to resolve the dispute mutually through management discussions at various levels. and if not satisfied with such resolution, the matter would be referred to Managing Director, DTC (d) If not satisfied with the resolution provided by Managing Director, DTC disputes or differences shall be referred for adjudication through arbitration by a sole arbitrator appointed by Managing Director, DTC. (e) Further, within thirty (30) days of receipt of such notice from either party, any dispute or difference whatsoever arising between the parties to this Contract out of or relating to the construction, meaning, scope, operation or effect of this Contract or the validity of the breach thereof shall be referred to a sole Arbitrator. There shall be a single arbitrator with the following preference - Retired High court judge; Retired Chief Secretary of Govt.; Retired Joint Secretary or above rank from Govt. of India. If the parties cannot agree on the appointment of the Arbitrator within a period of one month from the notification by one party to the other of existence of such dispute, then the Arbitrator shall be appointed by the High Court of New Delhi, India. The provisions of the Arbitration and Conciliation Act, 1996 will be applicable and the award made there under shall be final and binding upon the parties hereto, subject to legal remedies available under the law. Such differences shall be deemed to be a submission to arbitration under the Indian Arbitration and Conciliation Act, 1996, or of any modifications, Rules or re-enactments thereof. The Arbitration proceedings will be held Delhi, India. Any legal dispute will come under the sole jurisdiction of New Delhi, India (f) The award of the Arbitrator shall be final and binding as per Arbitration and Conciliation Act 1996. The cost of Arbitration proceeding shall be equally borne by the Parties. (g) The Arbitrator with the written consent of the parties can extend the time to make and publish his award as per Arbitration Conciliation Act, 1996. (h) The venue of the arbitration proceeding shall be New Delhi. (i) Compliance with laws: Each party will comply with all applicable export and import laws and regulations. (j) Risk of Loss: For each hardware item, System Integrator bears the risk of loss or damage up to the time it is delivered to the System Integrator/DTC-designated carrier for shipment to DTC or DTC‟s designated location. (k) Third party components: System Integrator will provide all third-party components solely on a pass-through basis in accordance with the relevant third-party terms and conditions.
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: WITNESSES:
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Signed by: (Name and designation) For and on behalf of DTC (FIRST PARTY)
Signed by: (Name and designation) SYSTEM INTEGRATOR (SECOND PARTY) (Name and designation) For and on behalf of System Integrator Signed by:
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26. Schedule 26.1 SCHEDULE - I – CHANGE CONTROL SCHEDULE a) This Schedule describes the procedure to be followed in the event of any proposed change to the Master Service Agreement (“MSA”), Project Implementation Phase, SLA and Scope of Work and Functional Requirement Specifications. 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. b) DTC and SI 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 SI 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 DTC will work with the System Integrator to ensure that all changes are discussed and managed in a constructive manner. This Change Control Schedule sets out the provisions which will apply to all the changes to this agreement and other documents except for the changes in SLAs for which a separate process has been laid out in the SLA Agreement.
a. CHANGE CONTROL NOTE ("CCN") (i) Change requests in respect of the MSA, the Project Implementation, the operation, the SLA or Scope of work and Functional Requirement specifications 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. CCNs will be presented to the other Party's Project Manager who will acknowledge receipt by signature of the CCN. (ii) The SI and DTC, during the Project Implementation Phase and DTC during the Operations and Management Phase and 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 Phase and the Project Implementation Phase as set out in this Agreement. (iii) Purchaser may at any time, by a written order given to the bidder, make changes within the quantities, specifications, services or scope of the Contract as specified. (iv) If any such change causes an increase or decrease in the cost of, or the time required for the System Integrator’s performance of any part of the work under the Contract, whether changed or not changed by the order, an equitable adjustment on mutually agreed terms shall be made in the Contract Price or time schedule, or both, and the Contract shall accordingly be amended. Any claims by the System Integrator for adjustment under this Clause must be asserted within thirty (30) days from the date of the bidder’s receipt of the Purchaser’s changed order. (v) It is hereby also clarified here that any change of control suggested beyond 15 % of the value of this Project will be beyond the scope of the change control process and will be considered as the subject matter for a separate bid process and a separate contract. It is hereby clarified that the 15 % of the value of the Project as stated in herein above is calculated on the basis of bid value submitted by the System
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Integrator and accepted by DTC or its nominated agencies or as decided and approved by DTC or it Nominated Agencies. (vi) The SLAs defined in this contract are subject to modifications/amendments in view of the annual review or to meet any other project requirements. Any such change in SLA will not be considered as a change request.
b. Quotation
(i) The SI shall assess the CCN and complete Part B of the CCN, in completing the Part B of the CCN the SI shall provide as a minimum: 1. a description of the change 2. a list of deliverables required for implementing the change; 3. a timetable for implementation; 4. an estimate of any proposed change 5. any relevant acceptance criteria 6. an assessment of the value of the proposed change; 7. Material evidence to prove that the proposed change is not already covered within the Agreement and the scope of work
(ii) Prior to submission of the completed CCN to DTC, 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 SI shall consider the materiality of the proposed change in the context of the MSA and the Project Implementation affected by the change and the total effect that may arise from implementation of the change.
c. 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 the SI meets the obligations as set in the CCN. In the event the SI is unable to meet the obligations as defined in the CCN then the cost of getting it done by third party will be borne by the SI.
d. Obligations The SI 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. SI will not be obligated to work on a change until the parties agree in writing upon its scope, price and/or schedule impact.
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26.2 SCHEDULE – II - EXIT MANAGEMENT SCHEDULE 1. PURPOSE 1.1. This Schedule sets out the provisions, which will apply on expiry or termination of the MSA, the Project Implementation, Operation and Management SLA. 1.2. In the case of termination of the Project Implementation and/or Operation and Management, the Parties shall agree at that time whether, and if so during what period, the provisions of this Schedule shall apply. 1.3. The Parties shall ensure that their respective associated entities carry out their respective obligations set out in this Exit Management Schedule.
2. TRANSFER OF ASSETS AND OWNERSHIP 2.1. DTC shall be entitled to serve notice in writing on the SI at any time during the exit management period as detailed hereinabove requiring the SI and/or its subcontractors to provide DTC with a complete and up to date list of the Assets within 30 days of such notice. DTC shall then be entitled to serve notice in writing on the SI at any time prior to the date that is 30 days prior to the end of the exit management period requiring the SI to sell the assets, if any, to be transferred to DTC or its nominated agencies at book value as determined as of the date of such notice in accordance with the provisions of relevant laws. 2.2. In case of contract being terminated by DTC, DTC reserves the right to ask SI to continue running the project operations for a period of 6 months after termination orders are issued. 2.3. 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 SI, the SI 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 DTC. (ii) All risk in and title to the Assets to be transferred / to be purchased by DTC pursuant to this Article shall be transferred to DTC, at Go-Live. (iii) SI shall be paid the depreciated book value of the infrastructure cost and other assets. The depreciation rates and method followed will be as per Income Tax Rules.
(iv) Payment to the outgoing SI shall be made to the tune of last set of completed services / deliverables, subject to SLA requirements. (v) The outgoing SI will pass on to DTC and/or to the Replacement SI, the subsisting rights in any leased properties/ licensed products on terms not less favourable to DTC/ Replacement SI, than that enjoyed by the outgoing SI. 2.4. All the project assets (such as Hardware, Software, Network etc.) become property of Delhi Transport Corporation at the time of Go-Live free and clear from all encumbrances.
3. COOPERATION AND PROVISION OF INFORMATION 3.1. During the exit management period:
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(i) The System Integrator will allow DTC or its nominated agency access to information reasonably required to define the then current mode of operation associated with the provision of the services to enable DTC to assess the existing services being delivered;
(ii) promptly on reasonable request by DTC, the SI shall provide access to and copies of all information held or controlled by them which they have prepared or maintained in accordance with this agreement relating to any material aspect of the services (whether provided by the System Integrator or sub-contractors appointed by the System Integrator). DTC shall be entitled to copy of all such information. Such information shall include details pertaining to the services rendered and other performance data. The System Integrator shall permit DTC to have reasonable access to its employees and facilities as reasonably required by the Chairman, Project Implementation Unit (PIU) to understand the methods of delivery of the services employed by the System Integrator and to assist appropriate knowledge transfer.
4. CONFIDENTIAL INFORMATION, SECURITY AND DATA 4.1. The System Integrator will promptly on the commencement of the exit management period supply to DTC or its nominated agency the following: (i) information relating to the current services rendered and customer and performance data relating to the performance of consortium partners in relation to the services; (ii) documentation relating to Project’s Intellectual Property Rights; (iii) documentation relating to sub-contractors; (iv) all current and updated data as is reasonably required for purposes of DTC transitioning the services to its Replacement System Integrator in a readily available format nominated by DTC, its nominated agency; (v) all other information (including but not limited to documents, records and agreements) relating to the services reasonably necessary to enable DTC, or its Replacement System Integrator to carry out due diligence in order to transition the provision of the Services to DTC, or its Replacement System Integrator (as the case may be). 4.2. Before the expiry of the exit management period, the System Integrator shall deliver to DTC or its nominated agency all new or up-dated materials from the categories set out in Schedule above and shall not retain any copies thereof, except that the System Integrator shall be permitted to retain one copy of such materials for archival purposes only. 4.3. Before the expiry of the exit management period, unless otherwise provided under the MSA, DTC or its nominated agency shall deliver to the System Integrator all forms of System Integrator confidential information, which is in the possession or control of DTC or its users.
5. EMPLOYEES 5.1. 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 DTC or its nominated agency 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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5.2. Where any national, regional law or regulation relating to the mandatory or automatic transfer of the contracts of employment from the System Integrator to DTC or its nominated agency, or a Replacement System Integrator ("Transfer Regulation") applies to any or all of the employees of the System Integrator, then the Parties shall comply with their respective obligations under such Transfer Regulations.
6. TRANSFER OF CERTAIN AGREEMENTS On request by DTC or its nominated agency the System Integrator shall effect such assignments, transfers, licenses and sub-licenses as the Chairperson, PIU may require in favour of the Chairperson, PIU, 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 DTC or its nominated agency or its Replacement System Integrator.
7. RIGHTS OF ACCESS TO PREMISES 7.1. 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) DTC or its nominated agency and/or any Replacement System Integrator in order to make an inventory of the Assets. 7.2. The System Integrator shall also give DTC or its nominated agency, or any Replacement System Integrator right of reasonable access to the Implementation Partner's premises and shall procure DTC or its nominated agency 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 DTC or its nominated agency, or a Replacement System Integrator.
8. GENERAL OBLIGATIONS OF THE SERVICE PROVIDER 8.1. 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 DTC or its nominated agency or its Replacement System Integrator and which the System Integrator has in its possession or control at any time during the exit management period. 8.2. For the purposes of this Schedule, anything in the possession or control of any System Integrator, associated entity, or sub-contractor is deemed to be in the possession or control of the System Integrator. 8.3. The System Integrator shall commit adequate resources to comply with its obligations under this Exit Management Schedule.
9. EXIT MANAGEMENT PLAN 9.1. The System Integrator shall provide DTC or its nominated agency with a recommended exit management plan ("Exit Management Plan") which shall deal with at least the following aspects of exit management in relation to the MSA as a whole and in relation to the Project Implementation, and the Operation and Management SLA.
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(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 sub-contractors, staff, suppliers, customers and any related third party as are necessary to avoid any material detrimental impact on DTC’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 DTC and identification of specific security tasks necessary at termination; (iv) Plans for provision of OEM support for the hardware and software components and any other contingent support for a period of 9 months after the expiry or termination of the contract period as the case may be. 9.2. The System Integrator shall re-draft the Exit Management Plan annually thereafter to ensure that it is kept relevant and up to date. 9.3. Each Exit Management Plan shall be presented by the System Integrator to and approved by DTC. 9.4. The terms of payment as stated in the Terms of Payment Schedule include the costs of the System Integrator complying with its obligations under this Schedule. 9.5. In the event of termination or expiry of MSA, and Project Implementation, each Party shall comply with the Exit Management Plan. 9.6. During the exit management period, the System Integrator shall use its DTC efforts to deliver the services. 9.7. Payments during the Exit Management period shall be made in accordance with the Terms of Payment Schedule. 9.8. This Exit Management plan shall be furnished in writing to DTC within 90 days from the Effective Date of this Agreement.
26.3 SCHEDULE – III - AUDIT, ACCESS AND REPORTING 1. PURPOSE This Schedule details the audit, access and reporting rights and obligations of DTC or its nominated agency and the System Integrator. 2. AUDIT NOTICE AND TIMING 2.1. As soon as reasonably practicable after the Effective Date, the Parties shall use their DTC endeavours to agree to a timetable for routine audits during the Project Implementation Phase and the Operation and Management Phase. Such timetable during the Implementation Phase, DTC or its nominated agency and thereafter during the operation Phase, DTC or its nominated agency 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. 2.2. DTC or its nominated agency may conduct non-timetabled audits at his/ her own discretion if it 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
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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. 2.3. The frequency of audits shall be a (maximum) half yearly, provided always that DTC or its nominated agency shall endeavour to conduct such audits with the lowest levels of inconvenience and disturbance practicable being caused to the System Integrator. Any such audit shall be conducted by with adequate notice of 2 weeks to the System Integrator.
2.4. DTC will ensure that any 3rd party agencies (except CAG) appointed to conduct the audit will not be the competitor of System Integrator and will be bound by confidentiality obligations. 3. ACCESS The System Integrator shall provide to DTC or its nominated agency reasonable access to employees, subcontractors, suppliers, agents and third-party facilities as detailed in the RFP, 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 Chairperson, PIU / Steering Committee 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. 4. AUDIT RIGHTS 4.1. DTC or its nominated agency shall have the right to audit and inspect suppliers, agents and third-party facilities (as detailed in the RFP), 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 data processed, held or conveyed by the Partner on behalf of DTC 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. (v) Security audit and implementation audit of the system shall be done once each year, the cost of which shall be borne by the System Integrator. (vi) For the avoidance of doubt the audit rights under this Schedule shall not include access to the System Integrator's profit margins or overheads, any confidential information relating to the System Integrator‟ employees, or (iii) minutes of its internal Board or Board committee meetings including internal audit, or (iv) such other information of commercial- in-confidence nature which are not relevant to the Services associated with any obligation under the MSA.
5. AUDIT RIGHTS OF SUB-CONTRACTORS, SUPPLIERS AND AGENTS
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5.1. The System Integrator shall use reasonable endeavours to achieve the same audit and access provisions as defined in this Schedule with sub-contractors, suppliers and agents who supply labour, services, equipment or materials in respect of the services. The System Integrator shall inform DTC or its nominated agency prior to concluding any sub-contract or supply agreement of any failure to achieve the same rights of audit or access. 5.2. REPORTING: The System Integrator will provide quarterly reports to the Managing Director DTC regarding any specific aspects of the Project and in context of the audit and access information as required by DTC or its nominated agency.
6. ACTION AND REVIEW 6.1. 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. 6.2. Any discrepancies identified by any audit pursuant to this Schedule shall be immediately notified to DTC or its nominated agency 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.
7. TERMS OF PAYMENT The SI shall bear the cost of any audits and inspections as per the scope of work defined in Section 4 of the RFP. The terms of payment are exclusive of any costs of the System Integrator and the sub-contractor, for all reasonable assistance and information provided under the MSA, the Project Implementation, Operation and Management SLA by the System Integrator pursuant to this Schedule.
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.
26.4 SCHEDULE – IV - GOVERNANCE SCHEDULE 1. PURPOSE The purpose of this Schedule is to: (i) establish and maintain the formal and informal processes for managing the relationship between DTC 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;
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(vi) set out the procedure for escalating disagreements; and (vii) Enable contract administration and performance management.
2. GOVERNANCE STRUCTURE 2.1. Project Managers: The relationship under this Agreement will be managed by the Project Managers appointed by each Party, who will provide the interface between the executive management of the respective Parties. 2.2. Project Implementation Unit (PIU): Within 7 days following the Effective Date, DTC, and the System Integrator shall each appoint a Project Manager. In the event that either Party wishes to substitute its Project Manager it will do so in manner in which the original appointment is made and notify the other Party of such substitution as soon as reasonably practicable but at the latest within 7 days of the substitution. 2.3. The Project Managers shall have responsibility for maintaining the interface and communication between the Parties. 2.4. The PIU will meet formally on a fortnightly / monthly / quarterly, as required, basis at a time and location to be agreed between them. These meetings will cover, as a minimum, the following agenda items: (i) consideration of Quarterly Performance Reports; (ii) consideration of matters arising out of the Change Control Schedule; (iii) issues escalated in accordance with the escalation procedure as set out in the Governance Schedule; (iv) matters to be brought before the PIU in accordance with the MSA and the Schedules; (v) any matter brought before the PIU by the System Integrator under this Article; and (vi) any other issue which either Party wishes to add to the agenda. 2.5. In the event that there is any material factor which affects the delivery of the Services or the terms of payment as stated in the Terms of Payment Schedule, the Parties agree to discuss in the PIU any appropriate amendment to the Agreement or any Service Level Agreements or Statement of Works including any variation to the terms of payment as stated in the Terms of Payment Schedule. Any variation so agreed shall be implemented through the change control procedure as set out in the Change Control Schedule.
3. GOVERNANCE PROCEDURES 3.1. The System Integrator shall document the agreed structures in a procedures manual. 3.2. The agenda for each meeting of the PIU 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 PIU, along with relevant pre-reading material, shall be distributed at least one week in advance of the relevant meeting. 3.3. All meetings and proceedings will be documented such documents to be distributed to the Parties and copies shall be kept as a record. All actions, responsibilities and accountabilities arising out of any meeting shall be tracked and managed. 3.4. The Parties shall ensure as far as reasonably practicable that the PIU shall resolve the issues and resolve the objectives placed before them and that 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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3.5. In order formally to submit a Disputed Matter to the aforesaid for a, one Party ("Claimant") shall give a written notice ("Dispute Notice") to the other Party. The Dispute Notice shall be accompanied by (a) a statement by the Claimant describing the Disputed Matter in reasonable detail and (b) documentation, if any, supporting the Claimant's position on the Disputed Matter. 3.6. The other Party ("Respondent") shall have the right to respond to the Dispute Notice within 7 days after receipt of the Dispute Notice. In the event that the parties are unable to resolve the Disputed Matter within a further period of 7 days, it shall refer the Disputed Matter to next level of the dispute resolution for action as per the process mentioned in article 9.1. 3.7. All negotiations, statements and / or documentation pursuant to these Articles shall be without prejudice and confidential (unless mutually agreed otherwise).
3.8. If the Disputed Matter is having a material effect on the operation of the Services (or any of them or part of them) the Parties will use all their respective reasonable endeavours to reduce the elapsed time in reaching a resolution of the Disputed Matter.
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26.5 SCHEDULE-V: INTEGRITY PACT
Between Delhi Transport Corporation (DTC) hereinafter referred to as “ The Principal”
And (______) hereinafter referred to as "The Bidder/Contractor"
Preamble PRINCIPAL intends to award, under laid-down organisational procedures, contract(s) for ______package. The PRINCIPAL values full compliance with all relevant laws and regulations, and the principles of economical use of resources, and of fairness and transparency in its relations with its Bidders/ Contractors.
In order to achieve these goals, The PRINCIPAL will appoint an Independent External Monitor {IEM}, who will monitor the tender process and the execution of the contract for compliance with the principles mentioned above. Section I - Commitments of PRINCIPAL (1) PRINCIPAL commits itself to take all measures necessary to prevent corruption and to observe the following principles : a) No employee of PRINCIPAL, personally or through family members, will in connection with the tender, or the execution of the contract, demand, take a promise for or accept, for him/herself or third person, any material or other benefit which he/she is not legally entitled to. b) PRINCIPAL will, during the tender process treat all Bidder(s) with equity and fairness. PRINCIPAL will in particular, before and during the tender process, provide to all Bidder(s) the same information and will not provide to any Bidder(s) confidential/ additional information through which the Bidder(s) could obtain an advantage in relation to the tender process or the contract execution. (c) PRINCIPAL will exclude from evaluation of Bids its such employee(s) who has any personnel interest in the Companies/Agencies participating in the Bidding/Tendering process (2) If Principal obtains information on the conduct of any of its employees which is a criminal offence under the relevant Anti-Corruption Laws of India, or if there be a substantive suspicion in this regard, he will inform its Chief Vigilance Officer and in addition can initiate disciplinary actions under its Rules.
Section II - Commitments of the Bidder/Contractor (1) The Bidder/Contractor commits himself to take all measures necessary to prevent corruption. He commits himself to observe the following principles during his participation in the tender process and during the contract execution. a) The Bidder/Contractor will not, directly or through any other person or firm, offer, promise or give to PRINCIPAL, or to any of PRINCIPAL's employees involved in the tender process or the execution of the contract or to any third person any material or other benefit which he/she is not legally entitled to, in order to obtain in exchange an advantage during the tender process or the execution of the contract.
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RFP for Selection of System Integrator for Implementation of Automatic Fare Collection System in DTC Buses b) The Bidder/Contractor will not enter with other Bidders into any undisclosed agreement or understanding, whether formal or informal with other Bidders/Contractors. This applies in particular to prices, specifications, certifications, subsidiary contracts, submission or non- submission of bids or actions to restrict competitiveness or to introduce cartelization in the bidding process. c) The Bidder/Contractor will not commit any offence under the relevant Anti-corruption Laws of India; further, the Bidder/Contractor will not use for illegitimate purposes or for purposes of restrictive competition or personal gain, or pass on to others, any information provided by PRINCIPAL as part of the business relationship, regarding plans, technical proposals and business details, including information contained or transmitted electronically. d) The Bidder/Contractor of foreign origin shall disclose the name and address of the Agents/representatives in India, if any, involved directly or indirectly in the Bidding. Similarly, the Bidder/Contractor of Indian Nationality shall furnish the name and address of the foreign principals, if any, involved directly or indirectly in the Bidding. e) The Bidder/Contractor will, when presenting his bid, disclose any and all payments he has made, is committed to or intends to make to agate, brokers or any other intermediaries in connection with the award of the contract. (2) The Bidder/Contractor will not instigate third persons to commit offences outlined above or be an accessory to such offences.
Section III- Disqualification from tender process and exclusion from future contracts (1) If the Bidder, before contract award, has committed a serious transgression through a violation of Section II or in any other form such as to put his reliability or credibility as Bidder into question, the Principal is entitled to disqualify the Bidders/ Contractors from the tender process or take action as per the procedure mentioned in the "Guidelines on Banning of business dealings" Section IV – Compensation for Damages (1) If the Principal has disqualified the Bidder[s] from the tender process prior to the award according to Section III, the Principal is entitled to demand and recover the damages equivalent to Earnest Money Deposit/ Bid Security. (2) If the Principal has terminated the contract according to section III, or if the Principal is entitled to terminate the contract according to Section III, the Principal shall be entitled to demand and recover from the Contractor liquidated damages of the Contract value or the amount equivalent to Performance Security. Section V- Previous Transgression (1) The Bidder shall declare in his Bid that no previous transgressions occurred in the last 3 years with any other Public Sector Undertaking or Government Department that could justify his exclusion from the tender process. (2) If the Bidder makes incorrect statement on this subject, he can be disqualified from the tender process or action can be taken as per the procedure mentioned in "Guidelines on Banning of business dealings”. Section VI - Equal treatment to all Bidders / Contractors (1) The Bidders/Contractors undertake(s) to demand from all subcontractors a commitment in Conformity with this Integrity Pact, and to submit it to the Principal before contract signing.
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(2) The Principal will enter into agreements with identical conditions as this one with all Bidders, Contractors and Subcontractors. (3) The Principal will disqualify from the tender process all bidders who do not sign this Pact or violate its provisions Section VII – Criminal Charges against violating Bidder(s)/ Contractor(s)/ Subcontractor(s) If PRINCIPAL obtains knowledge of conduct of a Bidder or a Contractor or his subcontractor or of an employee or a representative or an associate of a Bidder or Contractor or his Subcontractor which constitutes corruption, or if PRINCIPAL has substantive suspicion in this regard, PRINCIPAL will inform the Chief Vigilance Officer (CVO). Section VIII - Independent External Monitor/Monitors (1) The PRINCIPAL appoint a competent and credible Independent External Monitors (IEMs) for this Pact with the approval of Central Vigilance Commission (CVC), Government of India, The-task- of the Monitor is to review independently and objectively whether and to what extent the parties comply With the obligations under this agreement. (2) The Monitor is not subject to instructions by the representatives of the parties and performs his functions neutrally and independently. The monitor will have access to all contract documents whenever required. It will be obligatory for him to treat the information and document of the Bidders/Contractors confidential. He reports to Managing Director DTC (3) The Bidder(s)/ Contractor(s) accepts that the Monitor has the right to access without restriction to all Project documentation of the Principal including that provided by the Contractor. The Contractor will also grant the Monitor, upon his request and demonstration of a valid interest, unrestricted and unconditional access to his project documentation. The same is applicable to Subcontractors. (4) The Monitor is under contractual obligation to treat the information and documents of the Bidder(s)/ Contractor(s) with confidentiality. The Monitor has also signed Declaration on Non- Disclosure of Confidential information and of 'Absence of Conflict of Interest. In case of any conflict of interest arising at a later date, the IEM shall inform Managing Director, DTC and recuse himself/herself front that case. (5) The Principal will provide to the Monitor sufficient information. about all meetings among the parties related to the Project provided such meetings could have an impact on the contractual relations between the Principal and the Contractor. The parties offer to the Monitor the option to participate in such meetings. (6) As soon as the Monitor notices, or believes to notice, a violation of this agreement, he will so inform the Management of the Principal and request the Management to discontinue or take corrective action, or to take other relevant action. The monitor can in this regard submit non- binding recommendations. Beyond this, the Monitor has no right to demand from the parties that they act in a specific manner, refrain from action or tolerate action. (7) The Monitor will submit a written report to the Managing Director of DTC within 8 to 10 weeks from the date of reference or intimation to him by the Principal and should the occasion arise, submit proposals for correcting problematic situations. (8) If the Monitor has reported to the Managing Director DTC, a substantiated suspicion of an offence under relevant lPC/ PC Act, and the Managing Director has not within the reasonable time taken visible action to proceed against such offence or reported it to the Chief Vigilance Officer, the Monitor may also transmit this information directly to the Central Vigilance Commissioner. (9) The word Monitor will include both singular and plural
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Section IX - Pact Duration This Pact begins when both parties have legally signed it. it expires for the Contractor 12 months after the last payment under the contract, and for all other Bidders 6 months after the contract has been awarded. Any violation of the same would entail disqualification of the bidders and exclusion from future business dealings. If any claim is made/ lodged during this time, the same shall be binding and continue to be valid despite the lapse of this pact as specified above, unless it is discharged / determined by Managing Director of DTC. Section X - Other Provisions (1) This agreement is subject to Indian Law. Place of performance and jurisdiction is the Registered Office of the Principal i.e. New Delhi. (2) Changes and supplements as well as termination notices need to be made in writing. Side agreements have not been made. (3) If the Contractor is a partnership or a consortium. this agreement must be signed by all partners or consortium members. (4) Should one or several provisions of this agreement turn out to be invalid, the remainder of this agreement remains valid. In this case, the parties will strive to come to an agreement to their original intentions. (5) Issues like Warranty / Guarantee etc. shall be outside the purview of lEMs. (6) In the event of any contradiction between the integrity pact and its Annexures, the Clause in the integrity Pact will prevail.
______(For & On behalf of PRINCIPAL) (For & On behalf of Bidder/Contractor) (Office Seal) (Office Seal) Place: ______Date: ______
Witness 1 :______(Name & Address) ______
Witness 2 : ______(Name & Address) ______
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ANNEXURE A: Request for clarification format Clarification Requested by:
Name
Designation
Company
Address
Contact Number
e-mail ID
Date
Clarifications Requested:
RFP Document Reference(s) Content of RFP requiring S. No. Points of clarification (Section & Page Number(s)) Clarification(s)
Note: Bidders are requested to provide the queries in MS Word format
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ANNEXURE B: Performance Bank Guarantee format To The Dy. Chief General Manager-(IT), Delhi Transport Corporation, Government of NCT of Delhi I.P. Estate, New Delhi-110002
Whereas, <
And whereas it has been stipulated by in the said contract that the SI 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,
Now, therefore, we hereby affirm that we are guarantors and responsible to you, on behalf of the SI, up to a total of Rs.
We hereby waive the necessity of your demanding the said debt from the SI 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 SI shall in any way release us from any liability under this guarantee and we hereby waive notice of any such change, addition or modification.
This Guarantee shall be valid until <
Notwithstanding anything contained herein: • Our liability under this bank guarantee shall not exceed Rs.
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"This Bank Guarantee issued by ______Bank, on behalf of SI in favour of DTC is in respect of a new Contract dated______.
Strike of whichever is not applicable
As communicated by System Integrator on the date of execution of this Bank Guarantee an amount of INR < Insert Value > (Indian Rupees
Or
As communicated by System Integrator on the date of execution of this Bank Guarantee, there are no outstanding disputes related to any pervious contracts of System Integrator.
This Bank further agrees that the claims if any, against this Bank Guarantee shall be enforceable at our branch office at ...... situated at ...... (Address of local branch).
Yours truly,
Signature and seal of the guarantor: Name of Bank: Address: Date:
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