Port Blair Smart City Projects Limited

PORT BLAIR SMART CITY PROJECTS LIMITED
REQUEST FOR PROPOSAL FOR SELECTION OF MASTER

SYSTEM INTEGRATOR FOR IMPLEMENTATION OF
INTEGRATED COMMAND & CONTROL CENTER AND e-
GOVERNANCE BASED SMART CITY SOLUTION AT PORT BLAIR
VOLUME-III: SERVICE LEVEL AGREEMENTS
RFP Number:05/CEO/PBSPL/ 2021-22
Date: 21/06/2021
Invited by:
Port Blair Smart Projects Limited (PBSPL)
Port Blair, South Andaman
Andaman & Nicobar Islands
RFP for Selection of MSI for implementation of ICCC and
e-Governance based Smart City solution at Port Blair
Disclaimer
The information contained in this Request for Proposal document (RFP) or subsequently provided to Bidder(s), whether
verbally or in documentary or any other form by or on behalf of Port Blair Smart Projects Limited (PBSPL) or any of its
employees or advisors, is provided to Bidder(s) on the terms and conditions set out in this RFP and such other terms and
conditions subject to which such information is provided. This RFP is not an Agreement and is neither an offer nor invitation
by PBSPL to the prospective Bidders or any other person. The purpose of this RFP is to provide interested parties with
information that may be useful to them in making their financial offers (Bids) pursuant to this RFP. This RFP includes
statements, which reflect various assumptions and assessments arrived at by PBSPL in relation to the Project. Such
assumptions, assessments and statements do not purport to contain all the information that each Bidder may require.
This RFP may not be appropriate for all persons, and it is not possible for PBSPL, its employees or advisors to consider the
investment objectives, financial situation and particular needs of each party who reads or uses this RFP. The assumptions,
assessments, statements and information contained in the Bidding Documents, may not be complete, accurate, adequate or
correct. Each Bidder should therefore, conduct its own investigations and analysis and should check the accuracy, adequacy,
correctness, reliability and completeness of the assumptions; assessments, statements and information contained in this RFP
and obtain independent advice from appropriate sources.
Information provided in this RFP to the Bidder(s) is on a wide range of matters, some of which may depend upon interpretation
of law. The information given is not intended to be an exhaustive account of statutory requirements and should not be
regarded as a complete or authoritative statement of law. PBSPL accepts no responsibility for the accuracy or otherwise for
any interpretation or opinion on law expressed herein. PBSPL, its employees and advisors make no representation or warranty
and shall have no liability to any person, including any Applicant or 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 RFP or otherwise, including the accuracy, adequacy, correctness,
completeness or reliability of the RFP and any assessment, assumption, statement or information contained therein or
deemed to form part of this RFP or arising in any way for participation in this Bid Stage.
PBSPL also accepts no liability of any nature whether resulting from negligence or otherwise howsoever caused arising from
reliance of any Bidder upon the statements contained in this RFP. PBSPL may in its absolute discretion, but without being
under any obligation to do so, update, amend or supplement the information, assessment or assumptions contained in this
RFP. The issue of this RFP does not imply that PBSPL is bound to select a Bidder or to appoint the Successful Bidder JV or
Contractor, as the case may be, for the Project and PBSPL reserves the right to reject all or any of the Bidders or Bids without
assigning any reason whatsoever.
The Bidder shall bear all its costs associated with or relating to the preparation and submission of its Bid including but not
limited to preparation, copying, postage, delivery fees, expenses associated with any demonstrations or presentations which
may be required by the Authority or any other costs incurred in connection with or relating to its Bid. All such costs and
expenses will remain with the Bidder and the Authority 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 or submission of the Bid, regardless of the conduct or
outcome of the Bidding Process.
Volume III: Service level agreement Port Blair Smart Projects Limited Page 2 of 78
PART A – GENERAL CONDITIONS OF CONTRACT ....................................................................................................6

1. Definition of Terms......................................................................................................................................6
2. Interpretation ............................................................................................................................................12
3. Conditions Precedent ................................................................................................................................12
4. Scope of work ............................................................................................................................................13
5. Key Performance Measurements ..............................................................................................................14
6. Commencement and Progress ..................................................................................................................14
7. Standards of Performance ........................................................................................................................14
8. Approvals and Required Consents ............................................................................................................15
9. Constitution of Consortium .......................................................................................................................15
10. MSI’s Obligations .......................................................................................................................................16
11. Selection of MSI’s Key Personnel: .............................................................................................................16
12. Changes in MSI’s Key Personnel: ...............................................................................................................16
13. Exit of MSI’s Key Personnel: ......................................................................................................................17
14. Services provided by OEMs: ......................................................................................................................17
15. Software, Licenses obtained by MSI..........................................................................................................17
16. Powers of MSI’s representative(s)/Key Personnel: ...................................................................................19
17. Setting up of Project Office: ......................................................................................................................19
18. Access to Data Center Site ........................................................................................................................19
19. Commencement of Installation .................................................................................................................19
20. Reporting Progress ....................................................................................................................................20
21. Inspection by the Authority: .....................................................................................................................20
22. Monitoring of MSI’s performance: ............................................................................................................21
23. Knowledge of Network Operations Center (NOC), Data Center’s Server Room and ICCC ........................21
24. Project Plan ...............................................................................................................................................22
25. Adherence to safety procedures, rules regulations and restriction ..........................................................22
26. Statutory Requirements ............................................................................................................................23
27. Authority’s Obligations..............................................................................................................................23
28. Payments ...................................................................................................................................................23
29. Intellectual Property Rights .......................................................................................................................24
30. Taxes..........................................................................................................................................................25
31. Indemnity ..................................................................................................................................................26
32. Representations and Warranties: .............................................................................................................27
33. Term and Extension of the Contract .........................................................................................................28
34. Dispute Resolution ....................................................................................................................................29
35. Conflict of interest .....................................................................................................................................30

36. Publicity .....................................................................................................................................................30
37. Force Majeure ...........................................................................................................................................31
38. Delivery .....................................................................................................................................................31
39. Insurance ...................................................................................................................................................32
40. Transfer of Ownership...............................................................................................................................32
41. Exit Management Plan ..............................................................................................................................33
PART B – SPECIAL CONDITIONS OF CONTRACT .....................................................................................................35
42. Performance Security ................................................................................................................................35
43. Liquidated Damages ..................................................................................................................................35
44. Limitation of Liability: ................................................................................................................................39
45. Ownership and Retention of Documents ..................................................................................................40
46. Information Security .................................................................................................................................40
47. Records of contract documents ................................................................................................................41
48. Security and Safety ....................................................................................................................................41
49. Confidentiality ...........................................................................................................................................41
50. Events of Default by MSI ...........................................................................................................................42
51. Termination ...............................................................................................................................................43
52. Consequence of Termination ....................................................................................................................43
53. Miscellaneous ............................................................................................................................................44
54. Change Control Note (CCN) .......................................................................................................................46
PART C – SERVICE LEVELS ......................................................................................................................................48
55. Purpose of Service Levels ..........................................................................................................................48
56. Service Level Agreements & Targets .........................................................................................................48
57. General principles of Service Level Agreements .......................................................................................48
58. Service Level Agreements (SLA) ................................................................................................................48
59. Measurement of SLA .................................................................................................................................49
60. Pre Implementation SLA ............................................................................................................................50
61. SLA Matrix for Post Implementation SLAs.................................................................................................51
62. Operational SLAs .......................................................................................................................................67
63. Definitions: ................................................................................................................................................67
64. Conditions for No Penalties.......................................................................................................................67
65. Reporting Procedures................................................................................................................................67
66. Issue Management Procedures .................................................................................................................68
67. Service Level Change Control ....................................................................................................................68
ANNEXURES...........................................................................................................................................................70
PREAMBLE
This RFP document comprises of the following three parts:
Part A: General Conditions of the Contract

Part B: Special Conditions of the Contract
Part C: Service Levels
Part A: General Conditions of the Contract
This part comprises of the general conditions which will govern the Contract to be executed between
the MSI and the Port Blair Smart City Limited.
Part B: Special Conditions of the Contract
This part comprises of the special conditions which will govern the Contract to be executed between
the MSI and the Port Blair Smart City Limited.
Part C: Service Levels
This part comprises of the general procedures with respect to the service level agreements, reporting,
issue management, service level change control etc.
PART A – GENERAL CONDITIONS OF CONTRACT
1. Definition of Terms
In this RFP, the following words and expressions shall, unless repugnant to the context or meaning
thereof, have the meanings hereinafter respectively assigned to them:
1.1. Acceptance of System” means the System, including the hardware, software, solution
or any Deliverable accepted or deemed to have been accepted by the Authority, subsequent to
its installation, rollout and deployment of trained manpower, when all the activities as defined
in Scope of Work have been successfully executed and completed to the satisfaction of
Authority and the Authority has given its acceptance by signing the Acceptance Certificate. For
further details, refer to RFP Volume II.
1.2. “Acceptance Certificate”- means that document/certificate issued by the Authority
signifying acceptance of a hardware, software, solution, or any other Deliverable pursuant to
the successful completion of the Acceptance Test of the System;
1.3. “Acceptance Test” or “User Acceptance Test” - means the test, standard procedure,
trial runs to be conducted by the MSI as per this RFP or as per Contract in relation to the Works.
1.4. “Affiliate(s)” means, with respect to any Person, any other Person, directly or indirectly
controlled by, controlling or under common control with such Person. For purposes of this
Agreement, the term "control" means the power to direct the management and policies of a
Person, whether through the ownership of voting securities, by agreement or otherwise. An
Affiliate shall remain an Affiliate only as long as such control exists.
1.5. “Agreement” means this Master Service Agreement including the Annexures hereto
and any amendments thereto made in accordance with the provisions contained in this
Agreement and include the documents specified in Clause 3.7 hereinafter;
1.6. “Applicable Law(s)”means all laws in force and effect as of the date hereof and/or laws
which may be promulgated or brought into force and effect after the date of execution of the
Agreement and includes any statute, law, ordinance, notification, rule, regulation, judgment,
order, decree, injunctions, by-laws, approval, directive, guideline, policy, requirement or other
governmental restriction or any similar form of decision applicable to the relevant Party and all
judgments, decrees, injunctions, and orders of any court, tribunal or any quasi-judicial
authority, as may be in force and effect during the subsistence of the Project;
1.7. “Applicable Permits” / “Approvals” means all clearances, licenses, permits,
authorizations, no objection certificates, consents, approvals and exemptions under or
pursuant to any of the Applicable Laws or from any Government Agency or third party, required
to be obtained and/or maintained by the MSI or it’s Sub Contractor(s)in order to implement
the Project and for undertaking, performing or discharging the obligations contemplated under
the Agreement, including but not limited to clearances required for importing equipment,
exemption of tax/duties/levies/work permits/clearances for MSI/MSI’s Team;
1.8. “Approved Plan” shall mean the approval given by the Authority to the plan submitted
by the MSI for executing the Works under the Contract.
1.9. “Authority”/ “PBSPL” means the Port Blair Smart Projects Limited. The Project shall be
executed in Port Blair and shall be co-owned by Port Blair Smart Projects Limited and Port Blair
Municipal Council.
1.10. “Bank Guarantee” means an irrevocable and unconditional bank guarantee payable on
demand and issued by a bank in favor of the Authority and furnished by the MSI or its Sub
Contractor(s) to Authority for guaranteeing the due performance of its obligations under the
Agreement;
1.11. “Bid” means the documents in their entirety comprised in the bid submitted by the Bidder in
response to this RFP No. RFP Number: XX/PBSPL/XXXX-XX Date: XX/XX/2019.
1.12. “Bidder” shall mean organization or consortium submitting the proposal in response
to this RFP;
1.13. “Business Day” means the working day in the city of Port Blair.
1.14. “Change Control Note” shall have the meaning as set forth under Clause and in the
format specified under Annexure I of this RFP.
1.15. “Commercial Off-The-Shelf (COTS)” refers to software products that are ready-made
and available for sale, lease, or license to the general public;
1.16. “Conditions Precedent” shall have the meaning set forth in Clause [3] of this RFP;
1.17. “Confidential Information” means all information including any information (whether
in written, oral, electronic or other format) which relates to the technical, financial and business
affairs, dealers, suppliers, products, developments, operations, processes, data, trade secrets,
design rights, know-how, plans, budgets and information and data which is proprietary to
PBSPL and which is disclosed to or otherwise learned by MSI in the course of or in connection
with the Contract but does not include information (i) which is available lawfully in the public
domain; (ii) publicly known through no fault of the MSI; (iii) already known to the MSI from
someone other than the Authority who is not bound by confidentiality restrictions; or (iv)
independently developed by the MSI without access to or use of the Confidential Information
disclosed.
1.18. “Consortium” means a group of Persons/entities who have jointly formed a consortium
for submitting a joint bid/proposal in accordance with this RFP for the Project. The Consortium
shall be represented/headed by a Prime Bidder and shall be the entity/Person named in the
Contract for any part of the Work and/or who has been sublet with the consent in writing of
the Authority and shall include it’s successors, representatives (approved by PBSPL), heirs,
executors, administrators and permitted assigns, as the case may be, unless excluded by the
terms of the Contract
1.19. “Consortium Member(s)” means each entity/member who have come together to
form the consortium for the purposes of submitting a joint bid in response to this RFP;
1.20. “Contract” means the contract entered into by the Parties for executing and
implementing the Works/Project as envisaged in the present RFP and includes (a) the complete
RFP documents being Volumes I, II and III of the RFP and Corrigendum and addendum, (b) MSI’s
offer, (c) letter of acceptance or letter of award or letter of intent issued by the Authority, (d)
the acceptance of letter of award from MSI, (e) notice to proceed with the Work, and (f) any
other document listed in the Contract data;
1.21. “Contract Value” means the amount quoted by the MSI in its commercial Bid and which
has been duly accepted by PBSPL for the full and proper performance of its obligations under
the Contract;
1.22. “Date Center”/“DC”/“Data Center Site”/“DC Site”/ “Server Room” means the data
center sites including their respective data center space, wherein the delivery, installation,
integration, management and maintenance services as specified under the Scope of Work are
to be carried out for the purpose of this Contract. The DC Site will be located at premise along
with Integrated Command and Control Centre.
1.23. “Deliverable(s)” shall mean all of the equipment, sub-systems, hardware, software,
products accessories, software, source code, documentation, reports and/or other
material/items which MSI is required to supply, install and maintain under the scope of the
contract.
1.24. “Developed Materials” shall have the meaning ascribed to it in Clause 29.3;
“Document” means any embodiment of any text or image however recorded and includes any
data, text, images, sound, voice, codes, databases or any other electronic documents /records
as contemplated as per Information Technology Act 2000 and the rules framed under the said
Act;
1.25. “Effective Date” means the date on which the Contract is signed, or letter of intent is
issued by Authority, whichever is earlier and executed by the Parties hereto. If the Contract is
executed in parts, then the date on which the last of such Contracts is executed shall be
construed to be the Effective Date;
1.26. “Fixes” means product fixes that are either released generally (such as commercial
product service packs) or that are provided to MSI or their Subcontractor when performing
services (such as workarounds, patches, bug fixes, beta fixes and beta builds) and any
derivatives of the foregoing.
1.27. “Force Majeure” or “Force Majeure Event” shall have the meaning set forth in as per
Clause [21];
1.28. “Goods” means all of the equipment, sub-systems, hardware, software, products
accessories, components, software and/or other material/items and includes their user
manuals, technical manuals, operating manuals, service mechanisms, policies and guidelines
(such as security related, data migration related) and all its modifications which MSI is required
to supply, install and maintain under the Contract;
1.29. “Good Industry Practice” means the practices, methods, techniques, designs,
standards, skills, diligence, procedure, efficiency, reliability and prudence which would
reasonably and ordinarily be expected from a skilled and experienced contractor engaged in
activities of a similar scope and complexity to those that are the subject of the Contract and as
envisaged under this RFP and under the same or similar circumstances, where such contractor
is seeking to comply with its contractual obligations and all Applicable Laws and regulatory
requirements. It would include good engineering practices in the design, engineering,
construction and project management and acting generally in accordance with the provisions
of this RFP and would include which would be expected to result in the performance of its
obligations by the MSI in accordance with the Contract, this RFP, Applicable Laws and
Applicable Permits in reliable, safe, environment protected, economical and efficient manner;
1.30. “Go- Live” means installation, testing, commissioning of Project, and commencement
of all smart city components, including training as per Scope of Work mentioned in the Contract
or this RFP. MSI should have the approval from Authority for carrying out User Acceptance
Test.;
1.31. “Government Instrumentality” / “Government Agency”/ “Government Authority”
means any department, division or sub-division of the Government of India or the A&N
Administration or any other State Government, including but not limited to the Port Blair
Municipal Council, Port Blair Smart Projects Limited, as may be applicable, including any
commission, board, body, bureau, authority, agency, instrumentality, court or other judicial or
quasi-judicial or administrative body, at central, state or local level, or municipal and other local
authority or statutory body including Panchayat under the control of the Government of India
or the A&N Administration, as the case may be, and having jurisdiction over the MSI, MSI’s Sub
Contractor the Project or any portion thereof or the performance of all or any of the Services
or obligations of the MSI or MSI’s Sub Contractor under or pursuant to this RFP or under the
Contract;
1.32. “Integrated Command and Control Center” OR “ICCC” means the
integrated/centralized operation center as contemplated under this RFP to implement holistic
and integrated solution for multiple (existing and future) IT initiative for PBSPL. The IT initiative
may be of any department approved by PBSPL, such as Port Blair Municipal Council or any other
authority/body which would conduct inter-alia activities like surveillance on security and civil
issues through IOT based network on the entire Port Blair Smart City;
1.33. “Intellectual Property Rights” means all rights pertaining to patent, trademarks,
copyrights, trade secrets, service marks, logos, brands, trade names, internet domain names,
formulae, designs, software (whether in object code or source code), know-how, processes,
techniques, methods, technical data, databases, proprietary information, utility models, rights
in know- how and other intellectual property rights, whether existing as of the Effective Date
or arising thereafter, and all of the goodwill associated with the use of, and symbolized by, any
of the foregoing, all rights of indemnification with respect to any of the foregoing, the right to
prosecute and sue for past, present and future infringements, dilutions, violations or
misappropriations with respect to any of the foregoing, all rights corresponding to any of the
foregoing throughout the world, and all proceeds of any the foregoing, including licenses,
royalties and proceeds of suit, and any right to any of the foregoing granted under any License.
1.34. “Key Personnel” means employees of MSI whether employed directly on rolls of MSI
or engaged indirectly, providing services to MSI through a contractor and the key personnel of
MSI as referred in Section 3.6.3 of the RFP Volume I proposed.
1.35. “Milestone” or “Project Timeline(s)”: means the stipulated time period fixed under the
Contract or under the RFP for completion of Works or part of the Works by the MSI.
1.36. “MSI” shall mean the successful bidder (organization, Consortium) who is selected by
the Authority at the end of the RFP process for execution of the Project and shall be deemed
to include the MSI’s successors, agent(s), agency, representatives (approved by PBSPL), heirs,
Affiliates, executors, administrators and permitted assigns, as the case may be, unless excluded
by the terms of the Contract.
1.37. “MSI’s Team” means the team established/formed by MSI for executing the Works
under the present RFP and the Contract and shall include any and/or all of the employees of
MSI, agent(s), agency, authorized service providers/partners and representatives or other
Personnel employed or engaged either directly or indirectly by MSI for the purposes of the
Contract;
1.38. “Notice” means a written notice, consent, approval or other communication required
to be sent to the parties under the Contract;
1.39 “OEM” means the original equipment manufacturer of any
equipment/system/software/product who is/are providing such Goods to the Authority under
the scope of this RFP or the Contract;
1.40. “O & M”: shall mean operation and maintenance.
1.41. “Person” includes any individual, company, corporation, partnership, joint venture,
trust, unincorporated organization, government or Governmental Authority or Government
Agency or any other legal entity;
1.41. “Performance Bank Guarantee”/“PBG” means performance bank guarantee as
defined under Annexure 5 of the RFP Volume I
1.42. “Prime Bidder” means the member of the Consortium who is heading/representing
the Consortium and who shall bid on behalf of the Consortium and represent the Consortium
before the Authority and shall act as the interface between the Consortium and the Authority
1.43. “Project” means the project of implementation of ICCC in Port Blair City by the MSI in
pursuance of the terms and conditions of this RFP/Contract.
1.44. “Project Location(s)” shall mean the location(s)/ site(s) where the Works are to be
executed by the MSI.
1.45. “Project Manager”/ “Authority’s Representative” shall mean the person appointed by
the Authority for supervising and managing the affairs in relation to the Project.
1.46. “Project Office” means the site office to be set up by the MSI for the execution of the
Project. The Project office shall be set up by the MSI at a location to be suggested by the
Authority;
1.47. “Project Report(s)” shall mean the report(s) or the updates to be submitted by the MSI
in relation to the Works at regular intervals;
1.48. “Project Team” means the MSI’s Key Personnel, team members or any other person
duly authorized by the Authority for the execution of the Works and the Project.
1.49. “Project Plan” or “Plan” or “Revised Plan” or “Work Plan” or “Program of Work(s)”:
means the plan/ schedule, methodology, design documents, specifications, or any other
document submitted by the MSI to the Authority for executing the Works under the Contract
or for the fulfillment of its various obligations under the Contract.
1.50. “Replacement Service Provider” means the organization or agency replacing MSI in
case of termination of the Contract for any reasons whatsoever;
1.51. “RFP” means this Request for Proposal for the selection of MSI for implementation of
the Project;
1.52. “Scope of Work” shall have the meaning as set forth in Clause [4.] of this RFP;
1.53. “Service Levels”: shall mean the level of service to be provided/rendered by MSI for
executing/completing the Works and for meeting its various obligations under the Contract and
shall include the meaning set forth in Part C of this RFP;
1.54. “Service(s)” or “Activity” or “Activities” : shall means the Works/Services to be carried
out or rendered by the MSI pursuant to this RFP and the Contract or any other specific
assignment awarded by the Authority to MSI;
1.55. “Service Specifications” shall mean the specifications as set out in PART C-SERVICE
LEVELS of this RFP;
1.56. “Schedule of Requirements” or “Scheduled Requirement(s)” or “Schedule
Requirement(s): shall have the meaning as set forth under Volume 2 section 3;
1.57. “Steering Committee” or “High Powered Committee” or “Project Information
Committee” shall mean a committee formed to supervise/monitor the work of the Project
Management Committee and also the Project Manager. It shall consist of 5 numbers of
members and shall act as the appellate body over the decision rendered by the Project
Management Committee;
1.58. “Sub-Contractor” shall mean the entity or agency working on behalf of MSI and who is
named in the Contract for any part of the Scope of Work or any Person to whom any part of
the Contract has been sublet with the consent in writing by the Authority and shall include the
heirs, legal representatives, successors and assignees of such Person;
1.59. “Work(s)” or “Program of Work(s)” means the entire work or a part of it to be
undertaken by MSI for implementation of the ICCC Project in Port Blair City as envisaged in the
present RFP and the Contract together with all Annexures, Schedules, referenced documents
and all amendments, corrigendum, addendums and changes thereto.
2. Interpretation
2.1. In this RFP unless a contrary intention is evident:
a. “Party” shall mean MSI or PBSPL individually and “Parties” shall mean MSI and PBSPL
collectively;
b. the clause headings are for convenient reference only and do not form part of the Contract;
c. unless otherwise specified a reference to a clause number is a reference to all of its sub-
clauses;
d. the word “include” or “including” shall be deemed to be followed by “without limitation”
or “but not limited to” whether or not they are followed by such phrases;
e. unless otherwise specified a reference to a clause, sub-clause or section is a reference to a
clause, sub-clause or section of the Contract including any amendments or modifications
to the same from time to time;
f. a word in the singular includes the plural and a word in the plural includes the singular;
g. a word importing a gender includes any other gender;
h. a reference to a person includes a partnership and a body corporate;
i. a reference to legislation includes legislation repealing, replacing or amending that
legislation;
j. Where a word or phrase is given a particular meaning it includes the appropriate
grammatical forms of that word or phrase which have corresponding meanings.
k. In the event of an inconsistency between the terms of the Contract and the RFP and the
Bid, the terms of the RFP shall prevail.
l. In case there is a contradiction between the clauses mentioned in the RFP, the below
hierarchy of clauses in order of precedence shall be applicable:
i. Pre-bid clarification and Corrigendum, if any
ii. Volume III of RFP
iii. Volume II (Project Components and Functional Requirements)
iv. Annexures of RFP volume II (Detailed Scope)
v. RFP Volume I
3. Conditions Precedent
3.1. The payment and other obligations of PBSPL under the Contract shall take effect upon
fulfillment of the following conditions precedent by MSI:
3.11. Furnishing by MSI, an unconditional and irrevocable Performance Bank
Guarantee (PBG) as per (Annexure 5 of the RFP Volume I) from a nationalized bank and
in a form and manner which is acceptable to the Authority, which would remain valid
until such time as stipulated by the Authority;
3.12. Obtaining of all statutory Approvals and Permits required for the performance
of the Services under the Contract; this may include Approvals/clearances, wherever
applicable, that may be required for execution of the Contract e.g. clearances from
Government authorities for importing equipment, exemption of tax/duties/levies,
work permits/clearances for Bidder/Bidder’s team, etc.
3.13. Furnishing by MSI, the notarized copies of any/all contract(s) duly executed by
MSI and its OEMs existing at the time of signing of the Contract in relation to the
Project. Failure to do so within stipulated time of signing of Contract would attract
penalty
3.14. Furnishing of such other documents by MSI as the Authority may
specify/demand.
3.2. The Authority reserves the right to waive any or all of the conditions specified in Clause
3.1 above in writing and no such waiver shall affect or impair any right, power or remedy that
the Authority may otherwise have.
3.3. In the event that any of the conditions set forth in Clause 3.1 hereinabove are not
fulfilled within 1(one) month from the date of the Contract, or such later date as may be
mutually agreed upon by the Parties, the Authority may terminate the Contract and upon such
termination, MSI shall have no right to claim any damages from the Authority on such account.
4. Scope of work
4.1. The Scope of the Work under the Contract shall be as defined in RFP Volume II and
Annexures thereto of the said RFP.
4.2. The Authority has engaged MSI to provide services related to implementation of ICCC
and Smart Components in Port Blair City, using which the Authority intends to perform its
business operations. MSI with prior written approval of the Authority would have the right to
appoint a Sub Contractor for subcontracting any part of the Works/Services to such nominated
Subcontractor. The Sub Contractor to be appointed and the subcontract shall be in a form and
manner acceptable to the Authority. The Subcontractor shall fully abide by the terms and
conditions of the Contract. It is a fundamental term of the Contract that appointment of a Sub
Contractor would not absolve MSI of any obligations to be performed by the Sub Contractor
under the Contract, and MSI shall be responsible for all acts of the Sub Contractor and
indemnify the Authority for losses, damages, claims suffered by the Authority due to any acts
of omission and commission by the Sub Contractor while performing its obligations under the
subcontract.
4.3. In addition to the above scope of work mentioned in Clause 4.1 of this RFP, Authority
may require MSI to provide such Goods, Products, Services and support as the Authority may
deem fit and proper and necessary, during the Term of the Contract, and may include all such
processes and activities which are consistent with the proposals set forth in the Bid, the Tender
and the Contract and are deemed necessary by the Authority, in order to meet its business
requirements related to the Project.
5. Key Performance Measurements
5.1. Unless specified by the Authority to the contrary, MSI shall deliver the Goods, perform
the Services and carry out the Scope of Work in accordance with the terms of the RFP and the
Contract.
5.2. If the Contract, Scheduled Requirements, Service Specification includes more than one
Document, then unless the Authority specifies to the contrary, the later in time shall prevail
over a Document of earlier date to the extent of any inconsistency.
5.3. The Authority may propose to amend any of the terms and conditions in relation to the
Contract/Service Specifications which shall be amended in consensus and mutual consent of
MSI and may issue any such directions which are not necessarily stipulated therein if it deems
necessary for the fulfillment of the Schedule of Requirements and if such directions are
resulting in extra time/fund requirement on part of MSI/ consortium members; accordingly
Authority shall by way of issuing a change request or otherwise extend the timelines and/or
increase the price.
6. Commencement and Progress
6.1. Subject to the fulfillment of the Conditions Precedent under Clause 3.1 above, MSI shall
commence the performance of its obligations in a manner as per the Scope of Work specified
under Clause 4 above.
6.2. MSI shall proceed to carry out the Activities/Services with diligence and efficiently in
accordance with any stipulation as to the time, manner, mode, and method of execution
contained in the Contract.
6.3. MSI shall be responsible for and shall ensure that all Activities/Services are performed
in accordance with the Contract, Scope of Work, Scheduled Requirements and Service
Specifications and that MSI’s Team complies with such Service Specifications and all other
standards, terms and other stipulations/conditions set out in this RFP and or the Contract.
7. Standards of Performance
7.1. MSI shall perform the Activities/Services and carry out its obligations under the
Contract with due diligence and in accordance with Good Industry Practices. MSI shall employ
appropriate advanced technology and engineering practices, shall maintain high safety
standards, safe and effective equipment, machinery, material and methods and shall always
act, in respect of any matter relating to this Contract, as faithful advisors to the Authority and
shall, at all times, support and safeguard the Authority’s interests in any dealings with third
parties.
8. Approvals and Required Consents
8.1. The Authority shall extend all necessary support to MSI to obtain, maintain and observe
all Applicable Permits/Approvals as may be necessary for MSI to fulfill all its obligations under
the Contract and/or for providing Goods and Services to the Authority. The costs of such
Applicable Permits/Approvals shall be solely borne by MSI. Authority shall provide all
reasonable co-operation, support and information available with it for obtaining such
Approvals.
8.2. In the event, despite the support provided by the Authority, the Applicable
Permit/Approval could not be obtained by MSI, MSI and the Authority shall discuss and co-
operate with one another for achieving a reasonable alternative arrangement at the earliest,
so that there is minimal disruption of Work or business operations, until such Approval(s) is/are
obtained. However, if for any reason, no alternative arrangement could be achieved, Parties
shall mutually decide the further course of action, however, until then, MSI shall not be relieved
of its obligations to provide the Services and to achieve the Service Levels.
9. Constitution of Consortium
9.1. A group of Persons/entities may form a Consortium for submitting a bid under the
present RFP. The Consortium shall be headed and represented through a Prime Bidder who
shall act as the interface between the Consortium and the Authority. Unless the Authority
deems fit and the Contract requires otherwise Prime Bidder shall be solely and absolutely
accountable to the Authority for the performance of all obligations under the Contract.
9.2. The Consortium Members have agreed that Prime Bidder is the prime point of contact
between the Consortium Members and the Authority and it shall be primarily responsible for
the discharge and administration of all the obligations contained herein. The Authority, unless
it deems necessary shall deal only with the Prime Bidder. However, the Lead bidder and
consortium members shall be jointly and severally liable to the Authority. Notwithstanding the
foregoing, the Lead Bidder would have the sole responsibility of ensuring the delivery of
products and services mentioned in all volumes of this RFP and each consortium member will
only be responsible / liable for their scope of work.
9.3. Without prejudice to the obligation of the Consortium Members to adhere to and
comply with the terms of the Contract, the Consortium Members have executed and submitted
a power of attorney in favor of the Prime Bidder authorizing him to act for and on behalf of
such members of the Consortium and to do all acts as may be necessary for fulfillment of
obligations under the Contract.
No agreement/contract executed within the consortium members be amended, modified
and/or terminated without the prior written consent of the Authority. An executed copy of
each of such agreements/contracts shall, immediately upon execution be submitted by SI to
the Authority.
9.4. Where, during the term of the Contract, Prime Bidder terminates any
contract/arrangement or agreement relating to the performance of Services, Prime Bidder shall
be responsible and severally liable for any consequences resulting from such termination.
Prime Bidder shall in such case ensure the smooth continuation of Services by providing a
suitable replacement to the satisfaction of the Authority at no additional charge and at the
earliest opportunity.
10. MSI’s Obligations
10.1. MSI’s obligations shall include performance of all the Services as specified in the Scope
of Work under Clause 4 of this RFP and also under the other clauses of the RFP (Volume I, II and
III), the Contract and any amendments/changes thereof to enable the Authority to meet the
objectives and operational requirements in the Contract. It shall be MSI’s responsibility to
ensure the proper and successful implementation, performance and continued operation of
the proposed solution in accordance with and in strict adherence to the terms of its Bid, the
RFP and the Contract. In addition to the aforementioned, MSI shall provide Services to manage
and maintain the said system and infrastructure as mentioned in RFP Volume II.
10.2. MSI shall ensure that the Services are performed through the efforts of MSI’s Team/Key
Personnel and are in accordance with the terms hereof and to the satisfaction of the Authority.
Nothing in this RFP or the Contract will relieve MSI from its liabilities or obligations under the
RFP or the Contract to provide the Services in accordance with the Authority’s directions and
requirements and as stated in the Contract and the Bid to the extent acceptable by the
Authority and MSI shall be liable for any non-performance, non-compliance, breach or other
loss and damage resulting either directly or indirectly by or on account of its team.
10.3. MSI shall be fully responsible for deployment/installation/development and
integration of all the software and hardware components and for resolving any
problems/issues that may arise due to integration of components.
10.4. In addition to the aforementioned, MSI shall provide Services to manage and maintain
the said system and infrastructure as mentioned in Section 1 of RFP Volume II.
11. Selection of MSI’s Key Personnel:
11.1. MSI shall ensure that MSI’s Team/Key Personnel is/are competent, professional and
possesses the requisite qualifications, skills and experience appropriate to the task they are
required to perform under the Contract.
11.2. The Authority reserves the right to interview and reject, if found unsuitable, the Key
Personnel proposed by MSI that shall be deployed as part of the Project team.
11.3. MSI shall submit profiles of only those Key Personnel who are to be deployed on the
Project or to take prior approvals after the contract is awarded.
12. Changes in MSI’s Key Personnel:
12.1. The Authority reserves the right to require changes in MSI’s Key Personnel, which shall
be communicated to MSI.
12.2. With the prior approval of the Authority, MSI may make additions to the Project team.
MSI shall provide the Authority with the resume of the proposed Key Personnel and provide
such other information as the Authority may reasonably require.
12.3. In case of change in MSI’s Key Personnel/team members, for any reason whatsoever,
MSI shall also ensure that the exiting team members are replaced with at least equally qualified
(preferably better) and professionally competent members with due approval from Authority.
12.3. In case of change in its team members and for ensuring a smooth transition between
outgoing team members with a new team member, MSI shall ensure a minimum of 30 days of
time overlap in activities to ensure proper knowledge transfer and handover/takeover of
documents and other relevant materials between the outgoing and the new member.
13. Exit of MSI’s Key Personnel:
13.1. MSI shall ensure that none of the Key Personnel and manpower exit from the Project
during the first 6 (six) months of the beginning of the Project. In cases where such exit is
unavoidable, MSI shall replace such Key Personnel and manpower with a suitable replacement
with prior written approval from the Authority. In case the Authority is not satisfied with the
replacement provided, MSI shall have to compensate the Authority by paying a compensation
of INR 2 lacs per such replacement.
14. Services provided by OEMs:
14.1. MSI shall ensure that the OEMs supply all Goods, including associated accessories and
software required for the execution of the Works and shall support MSI in the installation,
commissioning, integration and maintenance of these components during the entire period of
Contract.
14.2. MSI shall ensure that the COTS supplied by the OEMs support MSI in the
installation/deployment, integration, roll-out and maintenance of the software applications
during the entire period of Contract. It must clearly be understood by MSI that warranty and O
& M of the System, Products and Services incorporated as part of System would commence
from the day of Go-Live of the respective phase including all the solutions proposed.
14.3. MSI would be required to explicitly display that it/they have a back to back
arrangement for provisioning of warranty/O&M support till the end of Contract period with the
relevant OEMs. The annual maintenance support shall include patches and updates of the
software, hardware components and other devices.
15. Software, Licenses obtained by MSI
15.1. All the software licenses that MSI proposes to obtain or use for the purposes of fulfilling
its various obligations under the Contract have to be genuine and should be perpetual in
nature. The software licenses shall not be pirated or restricted based on location and the
Authority should have the flexibility to use them for other requirements if necessary. All
Applicable Permits/Approvals/software licenses shall be obtained by MSI in the name of
Authority only unless the Authority expressly agrees to give its consent in writing to do
otherwise.
15.2. All the OEMs that MSI proposes should have dealer possession licenses.
15.3. The Authority reserves the right to review the terms of the warranty and annual
maintenance agreements entered into between MSI and OEMs and no such
agreement/contract shall be executed, terminated and/ or amended / varied to the detriment
of the Authority, without the prior written consent of the Authority. An executed copy of each
of such agreements/contracts and any amendments there to shall, immediately upon
execution be submitted by MSI to the Authority
15.4. MSI shall ensure that none of the components and sub-components is declared end-
of-sale or end-of-support by the respective OEM at the time of submission of Bid. If the OEM
declares any of the products/solutions end-of-sales subsequently, the MSI shall ensure that the
same is supported by the respective OEM for Contract period.
15.5. If a product is de-supported by the OEM for any reason whatsoever, from the date of
Acceptance of System till the end of Contract, MSI shall replace the products/solutions with an
alternate that is acceptable to the Authority at no additional cost to the Authority and without
causing any performance degradation.
15.6. MSI shall ensure that the OEMs provide the support and assistance to MSI in case of
any problems/issues arising due to integration of components supplied by it with any other
component(s)/product(s) under the purview of the overall solution. If the same is not resolved
for any reason whatsoever, MSI shall replace the required component(s) with an equivalent or
better substitute that is acceptable to Authority without any additional cost to the Authority
and without impacting the performance of the solution in any manner whatsoever.
15.7. MSI shall ensure that the OEMs shall provide for all hardware servers/equipment
supply and/or installation of all types, updates, patches, fixes and/or bug fixes for the firmware
or software from time to time at no additional cost to the Authority.
15.8. MSI shall ensure that the OEMs for hardware servers/equipment or Bidders trained
engineers conduct the preventive maintenance on a quarterly basis and break-fix maintenance
in accordance with the Good Industry Practices. MSI shall ensure that the documentation and
training services associated with the components shall be provided by the OEM partner or
OEM’s certified training partner without any additional cost to the Authority. The training
mentioned in clause 13.8 above shall be conducted using official OEM course curriculum,
mapped with the hardware/software product(s) to be implemented in the Project.
15.9. MSI and their Personnel/representative shall not alter/change/replace any hardware
component proprietary to the Authority and/or under warranty or during operation and
maintenance of third party without prior consent of the Authority.
15.10. MSI shall keep and provide the required critical spares/components at the designated
Data Center Sites/Project locations/office locations of the Authority (Collectively “Facilities”)
for meeting any unforeseen eventuality and for ensuring the various compliances and
obligations under the Contract.
16. Powers of MSI’s representative(s)/Key Personnel:
16.1. MSI’s representative(s) shall have all the powers requisite for the execution of Scope
of Work and performance of Services under the Contract. MSI’s representative(s) shall liaise
with the Authority’s representative for the proper coordination and timely completion of the
Works and on any other matters pertaining to the Works.
16.2. MSI’s representative(s) shall extend full co-operation to Authority’s representative in
the manner required by them for supervision/inspection/observation of the
equipment/goods/material, procedures, performance, progress, reports and records
pertaining to the works. MSI shall also have complete charge of MSI’s Team engaged in the
performance of the Works and to ensure compliance of rules, regulations and safety practice.
MSI's representative(s) shall also cooperate with the other service providers/vendors of the
Authority working at the Authority’s office locations & field locations and DC Site. Such MSI’s
representative(s) shall be available to the Authority’s Representative at respective Data Center
during the execution of Works.
16.3. MSI shall be responsible on an ongoing basis for coordination with other vendors and
agencies of the Authority in order to resolve issues and oversee implementation of the same.
MSI shall also be responsible for resolving conflicts between vendors in case of borderline
integration issues.
17. Setting up of Project Office:
17.1. MSI shall set up a Project Office at the location to be suggested by the Authority at Port
Blair within 45 days from the signing of the Contract. The technical manpower deployed on and
necessary at the Project Office for the execution of the Works shall work from the said Project
Office. However, some work may be carried out by MSI from its other offices during the
Contract period.
18. Access to Data Center Site
18.1. Data Center Site would include Data Center’s Server Room and ICCC.
18.2. The Authority’s representative upon receipt of request from MSI intimating
commencement of activities at various locations shall give to MSI access to as much of the DC
Sites as may be necessary to enable MSI to commence and proceed with the installation of the
Works in accordance with the Program of Work or for performance of facilities management
services. Any reasonable proposal of MSI for access to DC Site to proceed with the installation
of any Works in accordance with the Program of Work shall be considered for approval and
shall not be unreasonably withheld by the Authority. Such requests shall be made to the
Authority’s representative in writing at least 7 (seven) days prior to start of the Work.
19. Commencement of Installation
19.1. MSI shall co-ordinate with the Authority and stakeholders for the parallel setup of DC
Site along with the installation of other areas as mentioned in RFP Volume II document.
19.2. As per guidelines of Telecom Regulatory Authority of India (TRAI), resale of bandwidth
connectivity is not allowed. In such a case tripartite agreement should be entered into between
the Authority, MSI and internet service provider(s). Tripartite agreement to be provided later.
19.3. The plan and design documents thus developed shall be submitted by MSI for approval
by the Authority.
19.4. After obtaining the approval from the Authority, MSI shall commence the installation
of products.
20. Reporting Progress
20.1. MSI shall monitor progress of all the activities related to the execution of the Contract
and shall submit to the Authority progress reports with reference to all related work,
Milestones and their progress during the implementation phase.
20.2. Formats for all above mentioned reports and their dissemination mechanism shall be
discussed and finalized along with Project Plan. The Authority on mutual agreement between
both Parties may change the formats, periodicity and dissemination mechanism for such
reports.
20.3. Periodic meetings shall be held between the representatives of the Authority and MSI
once in every 15 days during the implementation phase to discuss the progress of
implementation. After the implementation phase is over, the meeting shall be held as an
ongoing basis, as desired by Authority, to discuss the performance of the Contract.
20.4. MSI shall ensure that the respective solution teams involved in the execution of Works
are part of such meetings.
20.5. Several review committees involving representative of the Authority and senior
officials of MSI shall be formed for the purpose of the Project. These committees shall meet at
regular intervals, as decided by the Authority at a later stage, to oversee the progress of the
implementation of the Project. Any erroneous reporting discovered during review
meetings/any other time Client will impose penalty of INR 0.01 % of the financial implication
due to such erroneous reporting per finding.
20.6. All the Goods, Services and manpower to be provided / deployed by MSI under the
Contract and the manner and speed of execution and maintenance of the Work and Services
are to be conducted in a manner to the satisfaction of Authority’s representative in accordance
with the Contract.
21. Inspection by the Authority:
21.1. The Authority reserves the right to inspect and monitor/assess the
progress/performance of the Works/Services/Project at any time during the course of the
Contract. The Authority may demand and upon such demand being made, MSI shall provide
documents, data, material or any other information which the Authority may require, to enable
it to assess the progress/performance of the Works/Services/Project.
22. Monitoring of MSI’s performance:
22.1. At any time during the course of the Contract, the Authority shall have the right to
conduct, either itself or through another agency as it may deem fit, an audit to monitor the
performance by MSI of its obligations/functions in accordance with the standards committed
to or required under the Contract and MSI undertakes to cooperate with and provide to the
Authority or to the said agency any Document(s) and other details as may be
necessary/required by them for this purpose. Such audit shall not include ’MSI’s books of
accounts.
22.2. Should the rate of progress of the Works or any part of it, at any time falls behind the
stipulated time for completion of any Milestone related to the Works or is found to be too slow
to ensure completion of the Works by the stipulated time, or is in deviation to Tender
requirements/standards, the Authority’s representative shall so notify MSI in writing.
22.3. MSI shall send reply to the written notice giving details of the measures it proposes to
take to expedite the progress so as to complete the Works by the prescribed time or to ensure
compliance to RFP requirements/Contract. MSI shall not be entitled to any additional payment
for taking such steps. If at any time it should appear to the Authority or Authority’s
representative that the actual progress of the Works does not conform to the Approved Plan,
MSI shall produce at the request of the Authority’s representative a revised Plan showing the
modification to the Approved Plan necessary to ensure completion of the Works within the
time for completion or steps initiated to ensure compliance to the stipulated requirements
22.4. The submission seeking approval by the Authority or its representative of such Plan
shall not relieve MSI of any of its obligations or responsibilities under the Contract.
22.5. In case during execution of Works, the progress falls behind schedule or does not meet
the Tender requirements, MSI shall deploy extra manpower/resources to make up the progress
or to meet the RFP/Contract requirements. Plan for deployment of extra man power/resources
shall be submitted to the Authority for its review and approval. All time and cost effect in this
respect shall be borne, by MSI within the Contract value.
23. Knowledge of Network Operations Center (NOC), Data Center’s Server Room and ICCC
23.1. The Authority shall grant MSI access to the Data Center’s Server Room and ICCC for
inspection of such facilities before commencement of installation. Upon such inspection a plan
shall be drawn up mutually by the Parties.
23.2. MSI shall be deemed to have familiarized itself with the knowledge of the Network
Operations Center, Data Center’s Server Room, and ICCC and its surroundings and information
available in connection therewith and to have satisfied itself the form and nature thereof
including, the data contained in the Bidding Documents, the physical and climatic conditions,
the quantities and nature of the Works and materials necessary for the completion of the
Works, the means of access, etc. and in general to have obtained itself all necessary information
of all risks, contingencies and circumstances affecting its obligations and responsibilities
therewith under the Contract and its ability to perform it. However, if during pre-installation
survey/during delivery or installation, MSI detects physical conditions and/or obstructions

affecting the Work, MSI shall take all measures to overcome them.
24. Project Plan
24.1. Within 15 (fifteen) calendar days of Effective Date of the Contract/issuance of letter of
intent/ Letter of Award, MSI shall submit to the Authority for its approval a detailed Project
Plan with details of the Project showing the sequence, procedure and method in which it
proposes to carry out the Works. The Plan so submitted by MSI shall conform to the
requirements and timelines specified in the Contract. The Authority and MSI shall discuss and
agree upon the work procedures to be followed for effective execution of the Works, which
MSI intends to deploy and shall be clearly specified. The Project Plan shall include but not be
limited to Project organization, communication structure, proposed staffing, roles and
responsibilities, processes and tool sets to be used for quality assurance, security and
confidentiality practices in accordance with Good Industry Practices and delivery schedule in
accordance with the Contract. Approval by the Authority’s Representative of the Project Plan
shall not relieve MSI of any of its duties or responsibilities under the Contract.
24.1. If MSI’s Work Plans necessitate a disruption/shutdown in Authority’s operation, the
Plan shall be mutually discussed and developed so as to keep such disruption/shutdown to the
barest unavoidable minimum. Any time and cost arising due to failure of MSI to develop/adhere
such a Work Plan shall be to its account.
25. Adherence to safety procedures, rules regulations and restriction
25.1. MSI’s Team shall comply with the provision of all Applicable Laws including labour laws,
rules, regulations and notifications issued there under from time to time. All safety and labour
laws enforced by statutory Government Agencies and by Authority shall be applicable in the
performance of this Contract and MSI’s Team shall abide by these Applicable Laws.
25.2. Access to the Data Center’s Server Room, ICCC shall be strictly restricted. No access to
any person except the essential members of MSI’s Team who are duly authorized by the
Authority and are genuinely required for execution of the Works or for carrying out
management/maintenance shall be allowed entry. Even if access is required to be provided to
such unauthorized personnel of MSI, the same shall be with prior approval of Authority’s
Representative and restricted to the pertaining equipment of the Authority on a need basis
only. MSI shall maintain a log of all activities carried out by each of its team/ Key Personnel.
26.3. No staff of MSI, except the essential staff who have genuine work-related need, should
be given access to the facilities. All such access should be logged in a loss free manner for
permanent record with unique biometric identification of the staff to avoid misrepresentations
or mistakes.
25.4. MSI shall take all measures necessary or proper to protect its Key Personnel, Work and
facilities and shall observe all reasonable safety rules and instructions. MSI’s Team shall adhere
to all security requirement/regulations of the Authority during the execution of the Work.
Authority’s employees shall also be required to comply with safety procedures/policy.
25.5, MSI shall report as soon as possible any evidence, which may indicate or is likely to lead
to an abnormal or dangerous situation related to the Works/Project and shall take all necessary
emergency control steps to avoid such abnormal situations.
26. Statutory Requirements
26.1. During the tenure of the Contract nothing shall be done by MSI or its team including
Consortium Members in contravention of Applicable Laws or any amendment thereof
governing inter-alia customs, stowaways, foreign exchange etc. and shall keep Authority
indemnified in this regard.
27. Authority’s Obligations
27.1. Authority or its nominated representative shall act as the nodal point for
implementation of the Contract and for issuing necessary instructions, approvals,
commissioning, acceptance certificates, payments etc. to MSI.
27.2. Authority shall ensure that timely approvals are provided to MSI as and when required,
which may include approval of Project Plans, implementation methodology, design documents,
specifications, or any other document necessary in fulfillment of the Contract.
27.3. The Authority’s representative shall interface with MSI, to provide the required
information, clarifications, and to resolve any issues as may arise during the execution of the
Contract. Authority shall provide adequate cooperation in providing details, coordinating and
obtaining of approvals from various governmental agencies, in cases, where the intervention
of the Authority is proper and necessary.
27.4. Authority may provide on MSI’s request, particulars/information/or documentation
that may be required by MSI for proper planning and execution of the Works and for providing
Services covered under the Contract and for which MSI may have to coordinate with respective
vendors.
27.5. Authority shall provide to MSI only sitting space and basic infrastructure not including,
stationery and other consumables at the Authority’s office locations.
27.8. Authority reserves the right to procure the hardware, including devices on quarterly
basis in first year, based on actual deployment and O&M shall be applicable whenever the
devices are procured and deployed till end of the Contract.
27.9. Readiness of the Project site: Authority hereby agrees to make the Project sites ready
as per the agreed specifications, within the agreed timelines. Authority agrees that MSI shall
not be in any manner liable for any delay arising out of Authority’s failure to make the site ready
within the stipulated period.
28. Payments
28.1. Authority shall make payments to MSI at the times and in the manner set out in the
Payment schedule as specified under Payment Milestones in RFP Volume II subject to the
penalties as mentioned under Clause 42 of Section C- Service Levels of Volume III. Authority
shall make all efforts to make payments to MSI within 45 (forty-five) days of receipt of invoice(s)
and all necessary supporting documents.
28.2. All payments agreed to be made by Authority to MSI in accordance with the Bid shall
be inclusive of all statutory levies, duties, taxes and other charges whenever levied/applicable,
if any, and Authority shall not be liable to pay any such levies/other charges under or in relation
to the Contract and/or the Services.
28.3. No invoice for extra work/change order on account of change order shall be submitted
by MSI unless the said extra work/change order has been authorized/approved by the
Authority in writing in accordance with Change Control Note (as mentioned under Annexure I
of this section of the RFP)
28.4. In the event of Authority noticing at any time that any amount has been disbursed
wrongly to MSI or any other amount is due from MSI to the Authority, the Authority may
without prejudice to its rights recover such amounts by other means after notifying MSI or
deduct/adjust such amount from any payment falling due to MSI. The details of such recovery,
if any, shall be intimated to MSI. Similarly, MSI shall also be entitled to receive the payment of
any undisputed amount under subsequent invoice for any amount that has been inadvertently
omitted in previous invoice on the part of the Authority or MSI.
28.5. All payments to MSI shall be subject to the deductions of tax at source under Income
Tax Act, and other taxes and deductions as provided for under Applicable Laws. All costs,
damages or expenses which Authority may have paid or incurred, for which under the
provisions of the Contract, MSI is liable, the same shall be deducted/set off by Authority from
any payments/dues payable to MSI. All payments to MSI shall be made after making necessary
deductions as per terms of the Contract and recoveries towards facilities, if any, provided by
the Authority to MSI on chargeable basis.
29. Intellectual Property Rights
29.1. Except for any ownership rights in any intellectual property that have been expressly
granted to the MSI under the Framework Agreement, the Authority shall exclusively retain all
rights, title and interest in and to any third party licensed technology, including all worldwide
technology and Intellectual Property Rights which has been used for the Project.
29.2. Preservation of notice: MSI shall not remove, efface or obscure any copyright notices
or other proprietary notices or legends from any licensed technology or materials provided
under the Contract, and shall reproduce all such notices and legends when incorporating
licensed technology or materials into any integrated products.
29.3. Authority shall exclusively own and have a right in perpetuity to use all newly created
Intellectual Property Rights which have been developed solely during execution of the Contract,
including but not limited to all processes, software, technology, processes, methodologies,
process improvements, ideas, concepts, products, specifications, reports and other documents
which have been newly created and developed by MSI or its Subcontractor solely during the
performance of Services/execution of the Contract (hereinafter “Developed Materials”) and for
the purposes of inter-alia use during the Project. MSI shall have no rights in such Developed
Materials and undertakes to promptly disclose to the Authority all such Intellectual Property
Rights/Developed Materials created during the performance of the Services/Works. MSI shall
promptly assign, completely and in writing to Authority any such Developed Materials and shall
execute all such agreements/documents and obtain all permits and approvals that may be
necessary to perfect Authority’s rights in the Developed Materials. It is a fundamental provision
of the Contract that MSI will not violate or breach any Intellectual Property Rights of the
Authority. Should MSI use or provide unauthorized access to the Developed Materials or breach
any of the confidentiality of these Developed Materials, the Authority shall have the right to
terminate the Contract forthwith and seek injunctive and other equitable reliefs.
29.4. Pre-existing work: All Intellectual Property Rights existing prior to the Effective Date of
the Contract shall belong to the Party that owned such rights immediately prior to the Effective
Date. Subject to the foregoing, the Authority will also have rights to use and copy all Intellectual
Property Rights, process, specifications, reports and other document, drawings, manuals etc.
provided or used by the MSI / Consortium / Sub-Contractors as part of the Scope of Works
under the Contract for the purpose of the Contract on non-exclusive, non-transferable,
perpetual, royalty-free license to use basis.
29.5. Commercially off the Shelf (COTS): / third party products: All COTS products and related
solutions and fixes provided pursuant to the Contract shall be licensed according to the terms
of the license agreement packaged with or otherwise applicable to such products. Such licenses
shall be brought on behalf of and in the name of the Authority or mentioning the Authority as
the end user of such licenses. MSI shall be responsible for arranging any licenses associated
with products. Unless otherwise specifically restricted by the licensing terms of the COTS
products, all Intellectual Property Rights in any development/enhancement/customization etc.
done on the COTS products pursuant to the Contract shall be owned by the Authority.
29.6. Further, the MSI shall be obliged to ensure that all Applicable Permits which are, inter-
alia, necessary for use of the Deliverables, Goods, Services, applications works etc.
provided/undertaken by the MSI / Consortium / Sub-Contractors under the Contract shall be
acquired in the name of the Authority and to use such permits till the term of such permits on
behalf of the Authority solely for the purpose of execution of any of its obligations under the
terms of the Contract. However, even subsequent to the Term/expiry of the Contract, such
Approvals/Applicable Permits shall endure to the exclusive benefit of the Authority.
29.7. MSI shall not copy, reproduce, translate, adapt, vary, modify, disassemble, decompile
or reverse engineer or otherwise deal with or cause to reduce the value of the Products except
as expressly authorized by Authority in writing.
30. Taxes
30.1. The Bid Price, shall include all applicable taxes and duties such as Import Duties/
levies/taxes, GST, any other taxes or duties or cess or levies as may be applicable.
30.2. Should MSI fail to submit returns/pay taxes in times as stipulated under applicable
Indian/State Tax Laws, and consequently, any interest or penalty is imposed by the
concerned authority on Authority/MSI, MSI shall bear the same. MSI shall indemnify
Authority from and against any and all claims, liabilities, losses or damages arising out of the
Contract or in connection with such taxes, including interest and penalty levied/assessed by
any such tax authority against the Authority/MSI.
30.3. The Authority by Applicable Laws in force, at the time of payment, shall deduct
income tax/ withholding tax/ TDS on GST/ levies/ cess or as tax applicable payable by MSI at
the rates in force, from the amount due to MSI.
31. Indemnity
31.1. MSI hereby agrees to indemnify defend and hold harmless the Authority and its
Affiliates, respective officers, directors and agents and their respective successors and assigns
from and against any and all claims (including from third parties), losses, liabilities of any kind
howsoever suffered, fees (including reasonable attorneys' fees, disbursements and costs of
investigation), damages, cost and expenses (collectively “Losses”), arising or incurred inter alia
during and after
Contract period in connection with:
a) any negligence or wrongful act or omission by MSI or any third party associated with MSI
in connection with or incidental to the Contract;
b) MSI or its Sub Contractor’s actual or alleged failure occurring after the Effective Date to
observe or perform any duties or obligations required to be observed or performed by MSI
or its Subcontractor under or with respect to any obligations under the Contract;
c) the damage to or loss or destruction occurring after the Effective Date of any real or
tangible personal property in the possession or under the control of MSI, or any Affiliate
thereof;
d) the death or bodily injury occurring after the Effective Date of any agent, employee,
Subcontractor’s employee, visitor of MSI or its Subcontractor;
e) any breach of MSI's representations and warranties set forth in the Contract occurring after
the Effective Date to the extent caused by MSI or its Affiliates, or its or their agents,
employees or Subcontractors;
31.2. MSI agrees to indemnify, defend and hold harmless the Authority and/or its Affiliates
from and against all losses incurred by the Authority and/or its Affiliates as a result of any
allegations that the software, data, intellectual property or other materials supplied by the MSI
or used by MSI infringes, misappropriates, or violates any patent, copyright, trademark or trade
secret or other intellectual property of any third party. In the event of any third party claim
against the Authority and/or its Affiliates in respect of the use of such software data,
intellectual property or other materials, in addition to the indemnification obligations set forth
herein, the Authority, at its option, may: (a) obtain a right to use such software or materials
without obligation on the part of the Authority to the owner of the allegedly infringed
Intellectual Property; (b) modify the software or materials, without materially diminishing the
functionality or performance thereof, to become non-infringing at MSI's sole expense; or (c)
require that the MSI discontinue the use of the infringing software or materials.
Notwithstanding the foregoing, the Authority will have no liability for any third party claim of
infringement based upon: (i) modifications of the software or materials that are not made by
the Authority; (ii) the use of software or materials in connection with another product or service
(the combination of which causes the infringement) if the Authority did not approve of such
use; or (iii) MSI's non-compliance with the Authority's specific instructions. MSI shall take
commercially reasonable steps to mitigate damages arising from the liability arising under this
clause.
31.3. Regardless of anything contained (except for MSI’s liability for bodily injury arising out
of gross negligence or willful misconduct for which it is legally liable and it’s liability for
infringement of any Intellectual Property Rights including of any third party in accordance with
the terms of the Contract), the total liability of MSI, is restricted to the total value of the
Contract.
32. Representations and Warranties:
32.1. MSI represents that it is a company duly organized, validly existing and in good standing
under the Applicable Laws and has full corporate power and authority to implement the terms
hereof. It is specifically agreed between the Parties that MSI has all the Approvals and Permits
required to execute the Works/provide the Services under the Contract.
32.2. MSI warrants that it is not currently in breach of, in default under, or in violation of,
and the execution and delivery of the Contract and the performance of its obligations
thereunder will not constitute or result in any breach of, default under or violation of, any
Applicable Laws, rule or regulation of any governmental unit, or the provisions of the MSI’s
articles of association or bye-laws, or any franchise or license, or other agreement by which it
is bound to abide with.
32.3. It is fundamental term of the Contract that MSI has been and shall continue to comply
with all the Applicable Laws, including all the applicable labour laws and regulations, and shall
keep the Authority indemnified from all acts of commission, breaches and/or any claims and
expenses to which the Authority may be put or involved due to MSI’s non-compliance of the
such laws and regulations.
32.4. A comprehensive warranty applicable on Goods supplied under the Contract shall be
provided by the MSI for the remaining period of Contract from the date of acceptance of
respective system by the Authority.
32.5. Technical support for software applications shall be provided by MSI/ the respective
OEMs for the period of Contract. The technical support should include all upgrades, updates
and patches to the respective software applications.
32.6. The MSI warrants that the Goods supplied under the Contract are new, non-
refurbished, unused and recently manufactured; shall not be nearing end of sale/End of
support; and shall be supported by the MSI and respective OEM along with Service and spares
support to ensure its efficient and effective operation for the entire duration of the Contract.
32.7. The MSI warrants that the Goods supplied under the Contract shall be of the highest
grade and quality and consisted with the established and generally accepted standards for
materials of this type. The Goods shall be in full conformity with the specifications and shall
operate properly and safely. All recent design improvements in Goods, unless provided
otherwise in the Contract, shall also be made available.
32.8. The MSI further warrants that the Goods supplied under the Contract shall be free from
all encumbrances and defects/faults arising from design, material, manufacture or
workmanship (except insofar as the design or material is required by the Authority’s
specifications) or from any act or omission of the MSI, that may develop under normal use of
the supplied Goods in the conditions prevailing at the respective Data Center Sites.
32.9. The Authority shall promptly notify the MSI in writing of any claims arising under this
warranty.
32.10. Upon receipt of such notice, the MSI shall, with all reasonable speed, repair or replace
the defective Goods or parts thereof, without prejudice to any other rights which the Authority
may have against the MSI under the Contract.
32.11. If the MSI, having been notified, fails to remedy the defect(s) within a reasonable
period, the Authority may proceed to take such remedial action as may be necessary, at the
MSI’s risk and expense and without prejudice to any other rights which the Authority may have
against the MSI under the Contract.
32.12. Any (OEM) specific warranty terms that do not conform to conditions under the
Contract shall not be acceptable.
32.13. MSI shall provide adequate supervision to ensure correct execution of the
Works/performance of the Services in accordance with the prevailing instructions agreed upon
between the Authority and the MSI. Further, MSI and its Key Personnel shall take utmost care
in the performance of the Works/Services and ensure that none of the properties of the
Authority gets damaged due to any action taken or any failure to act on its part.
33. Term and Extension of the Contract
33.1. The Contract Term/period shall commence from the date of signing of contract or
issuance of letter of intent/letter of award , whichever is earlier, and shall remain valid for -72
(Seventy Two) months (hereinafter “Term”). MSI shall complete all Works stipulated under the
Contract within the time period specified under this clause.
33.2. If any delay occurs due to circumstances beyond control of MSI such as strikes,
lockouts, fire, accident, defective materials, delay in obtaining Applicable Permits/Approvals or
any cause whatsoever beyond the reasonable control of MSI, a reasonable extension of time/
Term, upon a request being made by MSI in writing at least three months in advance shall be
granted by the Authority in writing.
33.3. Notwithstanding what has been stated under Clause 31.2, the Authority shall reserve
the sole right to grant any such extension to the Term above mentioned and shall notify in
writing to MSI, at least 3 (three) months before the expiration of the Term hereof, whether it
shall grant MSI an extension of the Term or not. The decision to grant or refuse the extension
of the Term shall be at the Authority’s sole discretion and such extension of the Contract, if any,
shall be as per terms agreed mutually between the Parties.
33.4. Where the Authority is of the view that no further extension of the Term should be
granted to MSI, the Authority shall notify MSI of its decision at least 3 (three) months prior to
the expiry of the Term. Upon receipt of such notice, MSI shall continue to perform all its
obligations hereunder till the duration of the Term. During the notice period, the Authority shall
either appoint an alternative agency/Replacement Service Provider/reappoint MSI for a short
extension or create its own infrastructure to operate such Services as are provided under the
Contract.
34. Dispute Resolution
34.1. In case, a dispute is referred to arbitration, the arbitration shall be under the Indian
Arbitration and Conciliation Act, 1996 and any statutory modification or re-enactment thereof.
34.2. If during the subsistence of the Contract or thereafter, any dispute between the Parties
hereto arising out of or in connection with the validity, interpretation, implementation, breach or
any alleged breach of any provision of the Contract or regarding any question, including as to
whether the termination of the Contract by one Party hereto has been legitimate/valid, the Parties
hereto shall endeavor to settle such dispute amicably through joint discussion and/or by
Conciliation to be governed by the Arbitration and Conciliation Act, 1996. However, despite such
efforts, if the dispute, differences or controversy still remains unresolved for a period of 30 days of
its having been raised, then the same shall be referred to Arbitration.
34.3. The Arbitration proceedings shall be held in the following manner:
i. The Arbitration proceedings shall be held in Port Blair, Andaman & Nicobar Islands, India.
ii. The Arbitration proceeding shall be governed by the Arbitration and Conciliation Act,
1996 and any re-enactment(s) and/or modification(s) thereof and of the Rules framed
thereunder shall apply to arbitration proceedings.
iii. The proceedings of Arbitration shall be in English language.
iv. Any dispute, difference or question to be referred to arbitration shall be initially referred
to a mutually acceptable sole arbitrator. In case the Parties are unable to agree upon the
sole arbitrator, then each Party shall appoint one arbitrator each and the two arbitrators
so appointed shall appoint the third arbitrator, who shall be the Presiding Arbitrator. The
consortium of the three Arbitrators shall form the Arbitral Tribunal and preferably
located in Port Blair.
v. In case, a Party fails to appoint an arbitrator within 30 days from the receipt of the
request to do so by the other Party or if the two Arbitrators so appointed fail to agree on
the appointment of third Arbitrator within 30 days from the date of their appointment
upon request of a party, the Chief Justice of the Andaman & Nicobar Islands High Court
or any person or institution designated by him shall appoint the Arbitrator/Presiding
Arbitrator upon request of one of the Parties.
vi. Any letter, notice or other communications dispatched to MSI relating to either
arbitration proceeding or otherwise whether through the post or through a
representative on the address last notified to the Authority by MSI shall be deemed to
have been received by MSI although returned with the remarks, refused ‘undelivered’
where about not known or words to that effect or for any other reasons whatsoever
vii. If the Arbitrator so appointed dies, resigns, incapacitated or withdraws for any reason
from the proceedings, it shall be lawful for the Authority to appoint another person in his
place in the same manner as aforesaid. Such person shall proceed with the reference
from the stage where his predecessor had left if both Parties consent for the same;
otherwise, he shall proceed de novo.
viii. It is a term of the Contract that the Party invoking arbitration shall specify all disputes to
be referred to arbitration at the time of invocation of arbitration and not thereafter.
ix. It is also a term of the Contract that neither Party to the Contract shall be entitled for any
interest on the amount of the award.
x. The Arbitrator shall give reasoned award and the same shall be final, conclusive and
binding on the Parties.
xi. The fees of the arbitrator, costs and other expenses incidental to the arbitration
proceedings shall be borne equally by the Parties.
35. Conflict of interest
35.1. MSI shall disclose to the Authority in writing, all actual and potential conflicts of interest
that exist, arise or may arise (either for MSI or MSI’s Team) in the course of providing Goods
and performing the Works/Services as soon as practical after it becomes aware of that conflict.
36. Publicity
36.1. MSI shall not make or permit to be made a public announcement or media release
about any aspect of this Contract unless the Authority first gives MSI its written consent.
37. Force Majeure
37.1. Force Majeure shall not include any events caused due to acts/omissions of MSI
resulting in a breach/contravention of any of the terms of the Contract and/or MSI’s Bid. It shall
also not include any default on the part of MSI due to its negligence or failure to implement the
stipulated/proposed precautions, as were required to be taken under the Contract.
37.2. The failure or occurrence of a delay in performance of any of the obligations of either
Party shall constitute a Force Majeure event only where such failure or delay could not have
reasonably been foreseen and shall mean an occurrence beyond the reasonable control and
without the fault or negligence of either Parties affected and which the other Party is unable
to prevent or provide against by the exercise of reasonable diligence including, but not limited
to: war, or hostility, acts of the public enemy, civil commotion, sabotage, fires, floods,
vandalism (due to law & order situation), terrorism, explosions, epidemics, quarantine
restriction, strikes, lockouts or act of God, or where despite the presence of adequate and
stipulated safeguards the failure to perform obligations has occurred at any location in scope
(hereinafter referred to as “Force Majeure Event(s)”). In such an event, the affected Party shall
inform the other Party in writing within 5 (five) days of the occurrence of such event. Any failure
or lapse on the part of MSI in performing any obligation as is necessary and proper, to negate
the damage due to projected Force Majeure Events or to mitigate the damage that may be
caused due to the above mentioned events or the failure to provide adequate disaster
management/recovery or any failure in setting up a contingency mechanism would not
constitute Force Majeure, as set out above.
37.2. In case of a Force Majeure Event, all Parties shall endeavor to agree on an alternate
mode of performance in order to ensure the continuity of the Service/ Works and
implementation of the obligations of a Party under the Contract and to minimize any
adverse consequences of Force Majeure.
38. Delivery
38.1. MSI shall bear the cost for packing, transport, insurance, storage and delivery of all the
Goods for “RFP” for Implementation of the Project in Port Blair City” at all locations identified
by the Authority in Port Blair City.
38.2. The Goods under the Contract shall conform to the standards mentioned in the RFP,
and when no applicable standard is mentioned, to the authoritative standards, such standard
shall be approved by Authority.
38.3. MSI shall only procure the hardware and software after approvals from a designated
committee/Authority.
38.4. MSI’s Key Personnel shall have the required experience and proper qualifications to
perform the Services, and the Authority shall have the right to reject any such Personnel if
found unfit by Authority to provide the Services. MSI shall also impart the appropriate training
to its engineers and Personnel on the current and emerging technologies, concepts and
configurations in order to provide the Services in a more efficient manner.
39. Insurance
39.1. The Goods supplied under the Contract shall be comprehensively insured by MSI at its
own cost, against any loss or damage, for the entire period of the Contract. MSI shall submit to
the Authority, documentary evidence issued by the insurance company, indicating that such
insurance has been taken.
39.2. MSI shall bear all the statutory levies like customs, insurance, freight, etc. applicable on
the Goods and also the charges like transportation charges, GST etc. that may be applicable till
the Goods are delivered at the respective sites of installation shall also be solely borne by MSI.
39.2. MSI shall take out and maintain at its own cost, on terms and conditions approved by
the Authority, all necessary insurance against the risks, and for the coverage’s, as specified
below:
a. at the Authority’s request, shall provide evidence to the Authority showing that such
insurance has been taken out and maintained and that the current premiums therefore
have been paid; and
b. Employer’s liability and workers’ compensation insurance in respect of the Personnel of
the MSI, in accordance with the relevant provisions of the Applicable Laws including
personal accident and death in respect of its Personnel or any other insurance as may be
appropriate and the proof of such insurances shall be provided to Authority, when so
requested. Notwithstanding the above, the Key Personnel of MSI shall be and shall remain
the employees of MSI and MSI alone shall be responsible for the payment of all dues with
respect to them or meeting any statutory obligations under the Applicable Laws with
respect to such Personnel.
40. Transfer of Ownership
40.1. All Commercially off the Shelf (COTS) products/ Open Source Solutions and related
solutions and fixes provided pursuant to this Agreement shall be licensed according to the
terms of the license agreement packaged with or otherwise applicable to such products. Such
licenses shall be brought on behalf of and in the name of PBSPL or mentioning PBSPL as the end
user of such licenses. MSI shall 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 the Purchaser 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. Unless otherwise specifically restricted
by the Licensing Terms of the COTS products/ Open Source Solutions, all intellectual property
rights in any development/enhancement/customization etc. done on the COTS products/ Open
Source Solutions pursuant to this Agreement shall be owned by PBSPL. Further, the MSI shall
be obliged to ensure that all approvals, registrations, licenses, permits and rights which are,
inter-alia, necessary for use of the Deliverables, goods, services, applications, services etc.
provided by the MSI / Consortium / subcontractors under this Agreement shall be acquired in
the name of the PBSPL and MSI shall have the non-exclusive, limited right to use such licenses
till the Term on behalf of the PBSPL solely for the purpose of execution of any of its obligations
under the terms of this Agreement. However, subsequent to the term of this Agreement, such
approvals etc. shall endure to the exclusive benefit of the PBSPL.
40.2. Forthwith upon expiry or earlier termination of the Contract and at any other time on
demand by the Authority, MSI shall deliver to the Authority all Documents provided by or
originating from the Authority and all Documents produced by or from or for MSI in the course
of performing the Services, unless otherwise directed in writing by the Authority at no
additional cost. MSI shall not, without the prior written consent of the Authority store, copy,
distribute or retain any such Documents.
41. Exit Management Plan
41.1. An Exit Management plan shall be furnished by MSI in writing to the Authority within
90 (ninety) days from the date of signing of the Contract, which shall deal with at least the
following aspects of exit management in relation to the Contract as a whole and in relation to
the Project implementation, and Service Level monitoring:
a A detailed program of the transfer process that could be used in conjunction with a
Replacement Service Provider 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;
b Plans for provision of contingent support to Project and Replacement Service Provider for
a reasonable period after transfer;
c Exit Management Plan in case of normal termination of Contract period;
d Exit Management Plan in case of any eventuality due to which Project is terminated before
the Contract period; and
e Exit Management Plan in case of termination of MSI.
41.2. Exit Management Plan at the minimum shall adhere to the following:
a. 3 (Three) months of the support to Replacement Service Provider post termination of the
Contract;
b. All reasonable assistance necessary to ensure that an orderly transfer is achieved with
minimal disruption, to Replacement Service Provider, of the Services, functions and
operations that were provided prior to termination of Contract/exit of MSI from Project,
complete handover of the planning documents, bill of materials, functional requirements
specification, technical specifications of all equipment, change requests if any, sources
codes, wherever applicable, reports, documents and other relevant items to the
Replacement Service Provider/Authority; and
c. Certificate of acceptance from authorized representative of Replacement Service Provider
issued to MSI on successful completion of handover and knowledge transfer.
41.3. In the event of termination or expiry of the Contract, Project implementation, or

Service Level monitoring, both MSI and Authority shall comply with the exit management plan.
41.4. During the exit management period, MSI shall use its best efforts to deliver the
Works/Services.
PART B – SPECIAL CONDITIONS OF CONTRACT
42. Performance Security
42.1. To guarantee its performance under the Contract, the MSI shall provide to Authority in
its favour a Performance Bank Guarantee (PBG) which is unconditional, unequivocal and
irrevocable for an amount equivalent to 10% of the order value of the Contract in the format
prescribed in RFP issued by any of the nationalized banks only. The Performance Bank
Guarantee shall be kept valid for the Term of the Contract and any extension of the Term and
up to a period of 6 (six) months after the termination or expiry of the Contract. The
Performance Bank Guarantee shall be encashed by PBSPL in the event of MSI’s failure to
complete obligations or breach by MSI of any of the terms and conditions of the Contract.
43. Liquidated Damages
43.1. If MSI fails to supply, install or maintain any or all of the Goods or fails to complete the
Works or fails to provide the Services as per the Contract, within the time period(s) specified in
the RFP Vol II, the Authority without prejudice to its other rights and remedies under the
Contract, deduct from the Contract price, as liquidated damage per week of 0.2% of the CAPEX
of Contract / request order value per week for first 4 (four) weeks and 0.3% per week for every
subsequent week till such time the default continues.
43.2. The deduction shall not in any case exceed 10 % of the capex value during the
implementation. And during operation phase deduction shall be as per Service Level
Agreement.
43.3. The Authority may without prejudice to its right to effect recovery by any other
method, deduct the amount of liquidated damages from any payments due to MSI in its hands
(which includes the Authority’s right to claim such amount against MSI’s Bank Guarantee) or
which may become due to MSI at a prospective date. Any such recovery or liquidated damages
shall not in any way relieve MSI from any of its obligations to complete the Work or from any
other obligations and liabilities under the Contract.
43.4. Delay not attributable to MSI shall be considered for exclusion for the purpose of
computing liquidated damages.
S. Timelines LD
Milestone Deliverables
N. (in Months)
1. Mobilization  Mobilization of key team of 5 T+15 days 0.2% of the CAPEX
Phase members including Project of Contract /
Manager request order value
per week for every
subsequent week
S. Timelines LD
N. (in Months)
till such time the
default continues.
2. Design phase  Detailed interaction with the T +45 days 0.3% of the CAPEX
Departmental officials to ( T is Date of of Contract /
understand the processes that issue of request order value
needs to be automated and LOI/LOA or per week for every
the junctions where the ICT date of subsequent week
assets are to be installed signing of till such time the
 Detailed survey & mapping of the default continues.
the exact locations in the Contract
junctions where the ICT assets agreement,
(including ITMS, Surveillance, which ever
PA system, environmental is earlier)
sensors, VaMS, etc.) as part of
the project would be installed
 Detailed designing of the DC
components installation and
connectivity with DR site
 Designing of the automated
process flow document of the
processes along with the SRS
document
 Detailed designing of the GIS
solution components
 Set up Ground Control Points
(Target control) for geo-
referencing and geo-
rectification and collection of
GCPs using DGPS.
 DGPS Survey data reports
 The raw and processed data
of the DGPS survey with a
photograph of each GCP and
base station as per prescribed
format.
 A neat sketch of each DGPS
point showing the location on
A4 size drawing.
 The DGPS survey network
shall be processed with IGS
connectivity.
 Topographical Survey data
reports
 The following details shall be
S. Timelines LD
N. (in Months)
submitted on completion of
the survey
 All original field books All the
survey details in
AutoCAD/Shape/CSV/RiNeX
format on a Hard disk and 2
draft prints of the same
 Detailed designing with
feasibility report for laying of
Fiber network every junction
points
 Getting approval from PBSPL
and concerned dept. officials
for the ground level survey
conducted
3. Supply,  Commissioning of the ground T+7 months 0.3% of the CAPEX

Installation and level IT & Non-IT assets which of Contract /
Commissioning are installed previously request order value
phase  Commissioning of the DC & DR per week for every
Site with all the security & data subsequent week
redundancy features as till such time the
mentioned in the RFP default continues.
 City Fiber network, MPLS/LL
network Infrastructure –pan
city availability of secure
network with appropriate
bandwidth for all proposed
device & sensors guidelines
issued by MoHUA for cyber
security requirement should
be adhered to designing
network.
 Commissioning of the require
software codes/ changes to
incorporate the approved
process flows for process
automation
 Commissioning of the software
solutions like e-Gov. platform,
GIS solution,
 Data digitization and migration
S. Timelines LD
N. (in Months)
 Integration of the ICCC solution
with the various solution
components
 Finalization of the test
environment to test the
process flows.
 SOP preparation
4. Overall Testing  Undertake various testing T+ 12 0.3% of the CAPEX
& Go-Live Phase including but not limited to months of Contract /
UAT & FAT testing of request order value
solution components per week for every
 Training of minimum 2 batches subsequent week
of trainees in each category of till such time the
training modules (remaining default continues.
training should be completed
before end of year)
 Undertake a pilot run of the
services for a month before
official inauguration of the
Smart City services in Port Blair
 Go Live of the project
 Submission of the warranty
certificates & licenses
5. Operation &  Provision of the O&M T1 + 60 As per Service Level
Maintenance services as per the terms & months Agreement (SLA)
phase condition of the RFP Every
 Helpdesk & Assets Quarter
management services as payments
per RFP made at
 Patch & version updation equal
 Application enhancement proportion
& debugging ( T1 is date
 Measurement & of Go Live)
Compliance to the SLA
agreements as per the RFP.
For violations, penalty as
defined in the RFP would
be levied on the MSI on a
quarterly basis.
 Provide refresher training
courses for all training
S. Timelines LD
N. (in Months)
categories as finalized by
PBSPL
 Minimum 50% of the staff
proposed should be
mandatory, no payment
shall be made for that
month if it is less than 50%
of the proposed staff on
any single day
6 Training  Training of minimum 2 T1 + 60 0.3% of the CAPEX
batches of trainees in each months of Contract /
category of training request order value
modules to a maximum per week for every
number of 20 people subsequent week
 UAT & FAT testing of till such time the
solution components default continues.
Wherein T is the date of issue of LOA/LOI or Date of signing of the Contract

Agreement which ever is earlier and T1 is the date of issue of Certificate for GO-LIVE.
44. Limitation of Liability:
44.1. Limitation of MSI’s Liability towards the Authority:

a. Except as otherwise provided in the Contract or in cases of gross negligence or willful
misconduct on the part of MSI or on the part of any person or company acting on behalf of
MSI in carrying out the Services, in no event either Party shall be liable to the other Party
for any special, exemplary, punitive or similar damages, indirect or consequential loss or
damage (including loss of revenue and profits) arising out of or relating to the Contract;
44.2. MSI, with respect to damage caused by MSI to Authority’s property, shall not be liable
to Authority:
a. For any indirect or consequential loss or damage; and
b. For any direct loss or damage that exceeds the total payments payable under the Contract
to MSI hereunder.
44.3. This limitation of liability shall not be applicable or restrict MSI’s liability in any manner
for injury, loss of life caused to any person or damage to third party's property or infringement
of any Intellectual Property Rights caused by MSI or any Person (including MSI's Subcontractor)
acting on behalf of MSI in carrying out the Services
44.4. The Authority's liability under the Contract, tort, negligence, default etc. whatsoever
shall be limited to the amount of fees remaining to be paid to the MSI under the Contract.
45. Ownership and Retention of Documents
45.1. The Authority shall own the Document(s), prepared by or for MSI arising out of or in
connection with the Contract.
45.2. Forthwith upon expiry or earlier termination of this Contract and at any other time on
demand by the Authority, MSI shall deliver to the Authority all Documents provided by or
originating from the Authority and all Documents produced by or for MSI in the course of
performing the Services, unless otherwise directed in writing by the Authority at no additional
cost. MSI shall not, without the prior written consent of the Authority store, copy, distribute or
retain any such Documents.
46. Information Security
46.1. MSI shall not carry any written/printed document, layout diagrams, compact disk, hard
disk, storage tapes, other storage devices or any other goods/material proprietary to Authority
into/out of any Project Location without written permission from the Authority.
46.2. MSI shall not destroy any unwanted documents, defective tapes/media present at any
location on their own. All such documents, tapes/media shall be handed over to the Authority.
46.3. All documentation and media at any location whether at the Project Location or
otherwise, shall be properly identified, labeled and numbered by MSI. MSI shall keep track of
all such items and provide a summary report of these items to the Authority whenever asked
for.
46.4. Access to Authority’s data and systems, internet facility by MSI at any location shall be
in accordance with the written permission by the Authority. The Authority shall allow MSI to
use its facilities in a limited manner subject to availability. It is the responsibility of MSI to
prepare and equip itself in order to meet the requirements of providing the Services.
46.5. MSI must acknowledge that Authority’s business data and other Authority proprietary
information or materials, whether developed by Authority or being used by Authority pursuant
to a license agreement with a third party (the foregoing collectively referred to herein as
“proprietary information”) are confidential and proprietary to Authority; and MSI along with its
team agrees to use reasonable care to safeguard the proprietary information and to prevent
the unauthorized use or disclosure thereof, which care shall not be less than reasonable care
used by MSI to protect its own proprietary information. MSI recognizes that the goodwill of
Authority depends, among other things, upon MSI keeping such proprietary information
confidential and that unauthorized disclosure of the same by MSI or its team could damage the
goodwill of Authority, and shall be considered as a material breach of the Contract terms and
conditions by MSI. MSI may come into possession of such proprietary information, even though
MSI does not take any direct part in or furnish the Services performed for the creation of said
proprietary information and it shall limit access of such proprietary information there to only
such employees with a need to such access to perform the Services . MSI and or its Key
Personnel shall use such information only for the purpose of performing the said Services.
46.6. MSI shall, upon termination of the Contract for any reason, or upon demand by
Authority, whichever is earlier, return any and all information provided to MSI by Authority,
which would include any Confidential information or any proprietary information including any
copies or reproductions, both hardcopy and electronic of such information.
46.7. By virtue of the Contract, MSI team may have access to information of the Authority
and/or a third party which would include any Confidential Information or any proprietary
information of such parties and will use such information only with prior approval of the
Authority on a need only basis and to the extent required for performing the Services.
47. Records of contract documents
47.1. MSI shall at all-time make and keep sufficient copies of the process manuals, operating
procedures, specifications, Contract documents and any other documentation as may be
required to fulfil the obligations under the Contract.
47.2. MSI shall keep on the DC Site at least 3 (three) copies of each and every specification
and copy of the Contract, in excess of its own requirement and those copies shall be available
at all times for use by the Authority’s representative and by any other person authorized by the
Authority’s representative.
48. Security and Safety
48.1. MSI shall comply with the directions issued from time to time by the Authority and the
standards related to the security and safety, in so far as it applies to the provision of the
Services.
48.2. MSI shall upon reasonable request by the Authority, or its nominee(s) participate in
regular meetings when safety and information technology security matters are reviewed.
49. Confidentiality
49.1. MSI shall not, either during the Term or after expiration of the Contract, disclose any
proprietary or Confidential Information relating to the Services/Contract and/or Authority’s
business/operations, information, application/software, hardware, business data, architecture
schematics, designs, storage media and other information/documents without the prior
written consent of the Authority.
49.2. The Authority reserves the right to adopt legal proceedings, civil or criminal, against
MSI in relation to a breach of obligation by MSI under this clause
49.3. MSI shall do everything reasonably possible to preserve the confidentiality of the
Confidential Information including execution of a confidentiality agreement with the Authority
to the satisfaction of the Authority.
49.4. MSI shall notify the Authority promptly if it is aware of any unauthorized disclosure of
the Confidential Information otherwise than as permitted by the Contract or with the authority
of the Authority.
49.5. MSI shall be liable to fully recompense the Authority for any loss of revenue arising
from breach of confidentiality.
50. Events of Default by MSI
50.1. The failure on the part of MSI to perform any of its obligations or comply with any of
the terms of the Contract shall constitute an Event of Default on the part of MSI. The events of
default are but not limited to the following:
a. MSI/MSI’s Teams failure to perform/ adhere to any instructions or directives issued by the
Authority which it deems proper and necessary to execute the Scope of Work or provide
Services under the Contract, or
b. MSI/MSI’s Teams failure to confirm/adhere to any of the key performance indicators as laid
down in the Key Performance Measures/Service Levels, or if MSI has fallen short of
matching such standards/benchmarks/targets as the Authority may have designated with
respect to the System or any Goods, task or service, necessary for the execution of the
Scope of Work and performance of Services under this Contract. The above mentioned
failure on the part of MSI may be in terms of failure to adhere to performance, quality,
timelines, specifications, requirements or any other criteria as defined by the Authority; or
c. MSI’s failure to remedy a defect or failure to perform its obligations in accordance with the
Service Specifications as per this RFP or any other specifications issued by the Authority,
despite being served with a default notice which laid down the specific deviance on the
part of MSI/MSI’s Team to comply with any stipulations or standards as laid down by the
Authority; or
d. MSI/MSI’s Teams failure to adhere to any amended direction, instruction, modification or
clarification as issued by the Authority during the term of the Contract and which the
Authority deems proper and necessary for the execution of the Scope of Work under the
Contract; or
e. MSI/MSI’s Teams failure to demonstrate or sustain any representation or warranty made
by it in the Contract, with respect to any of the terms of the Bid, the RFP and the Contract.
f. There is a proceeding for bankruptcy, insolvency, winding up or there is an appointment of
receiver, liquidator, assignee, or similar official against or in relation to MSI; or
g. MSI/MSI’s Team’s failure to comply with or is in breach or contravention of any Applicable
Laws.
50.2. Where there has been an occurrence of such defaults inter alia as stated above, the
Authority shall issue a notice of default to MSI, setting out specific
defaults/deviances/omissions/non-compliances/non-performances and providing a notice of
30 (thirty) days cure period to enable MSI to rectify such default committed.
50.3. Where despite the issuance of a default notice to MSI by the Authority, MSI fails to
remedy the default within the cure period provided to the satisfaction of the Authority, the
Authority may, where it deems fit, issue to MSI either another default notice or proceed to
terminate the Contract forthwith.
51. Termination
50.1. The Authority may, terminate the Contract in whole or in part by giving MSI a prior
written notice indicating its intention to terminate the Contract under the following
circumstances:
a. Where the Authority is of the opinion that there has been such Event of Default on the part
of MSI/MSI’s Team which would make it proper and necessary to terminate the Contract
and may include failure on the part of MSI to adhere to any part of its obligations under its
Bid, the RFP or under the Contract.
b. Where it comes to the Authority’s attention that MSI (or MSI’s Team) is in a position of
actual conflict of interest with the interests of the Authority, in relation to any of terms of
MSI’s Bid, the RFP or the Contract.
c. Where MSI’s ability to survive as an independent corporate entity is threatened or is lost
owing to any reason whatsoever, including inter-alia the filing of any bankruptcy
proceedings against MSI, any failure by MSI to pay any of its dues to its creditors, the
institution of any winding up proceedings against MSI or the happening of any such events
that are adverse to the commercial viability of MSI. In the event of the happening of any
events of the above nature, the Authority shall reserve the right to take any steps as are
necessary, to ensure the effective transition of the sites, pilot site to a successor agency,
and to ensure business continuity.
d. Termination for Insolvency: The Authority may at any time terminate the Contract by giving
written notice to MSI, without compensation to MSI, if MSI becomes bankrupt or otherwise
insolvent, provided that such termination shall not prejudice or affect any right of action or
remedy which has accrued or shall accrue thereafter to the Authority.
e. MSI may, subject to written approval by the Authority, terminate the Contract before the
expiry of the Term by giving the Authority a prior and written notice at least 3 (three)
months in advance indicating its intention to terminate the Contract.
f. In case of Deliverables/ milestone which is approved by the Authority and payment is
undisputed, the MSI may terminate the Contract in case of non-payment after 90 (ninety)
days of serving the notice to PBSPL.
52. Consequence of Termination
52.1. In the event of termination of the Contract due to any cause whatsoever, whether
consequent to the stipulated term of the Contract or otherwise the Authority shall be entitled
to impose any such obligations and conditions and issue any clarifications as may be necessary
to ensure an efficient transition and effective business continuity of the Project which MSI shall
be obliged to comply with and take all available steps to minimize loss resulting from that
termination/breach, and further allow and provide all such assistance to the Authority and/or
the successor agency/service provider, Replacement Service Provider as may be required, to
take over the obligations of MSI in relation to the execution/continued execution of the
requirements of the Contract.
52.2. Where the termination of the Contract is prior to its stipulated term on account of a
default on the part of MSI or due to the fact that the survival of MSI as an independent
corporate entity is threatened/has ceased, or for any other reason, whatsoever, the Authority,
through unilateral re-determination of the consideration payable to MSI, shall pay MSI for that
part of the Services which have been authorized by the Authority and satisfactorily performed
by MSI up to the date of termination. Without prejudice to any other rights, the Authority may
retain such amounts from the payment due and payable by the Authority to MSI as may be
required to offset any losses caused to the Authority as a result of any acts of omissions or
commission by MSI. In case of any loss or damage due to default or inability on the part of MSI
in performing any of its obligations with regard to executing the Schedule of Requirements
under the Contract, MSI shall compensate the Authority for any such loss, damages or other
costs, incurred by the Authority. Additionally, members of its team shall continue performing
all its obligations and responsibilities under the Contract in an identical manner as were being
performed before the default occurred due to acts of MSI as described above in order to
execute an effective transition and to maintain business continuity. All third parties shall
continue to perform all/any functions as stipulated by the Authority and as may be proper and
necessary to execute the Schedule of Requirements under the Contract in terms of MSI’s Bid,
the Bid Document and the Contract.
52.3. Nothing herein shall restrict the right of the Authority to invoke the Bank Guarantee
and other guarantees furnished hereunder and pursue such other rights and/or remedies that
may be available to the Authority under the Applicable Law.
52.4. The termination hereof shall not affect any accrued right or liability of either Party nor
affect the operation of the provisions of the Contract that are expressly or by implication
intended to come into or continue in force on or after such termination.
52.5. Upon termination or after expiration of Contract, MSI shall forthwith return to the
Authority, all papers, material and other properties held by/provided to MSI during the Term
of the Contract, including all Confidential Information and proprietary information provided to
MSI for its use during the Project.
53. Miscellaneous
53.1. Under this Contract, the relationship between the Parties is that of independent
contractors and no other relationship is intended, including a partnership, franchise, joint
venture, agency, employee/employer, fiduciary, master/servant relationship, or other special
relationship. Neither Party shall act in a manner, which expresses or implies a relationship other
than that of independent contractors, nor bind the other Party. MSI shall take care of all
liabilities, statutory or otherwise, in relation to persons employed by it or otherwise and the
Authority shall not be responsible for the same in any manner whatsoever.
53.2. MSI or any of its Affiliates shall not directly or indirectly, solicit for employment or
engagement any employees of the Authority. The provisions of this clause shall be applicable
during the Term of the Contract and shall survive the termination of the Contract for a period
of 2 years from the date of termination. In addition, MSI shall not proceed to conduct
operations/business similar to the Authority with any employee and/or consultant of the
Authority who has knowledge of the Confidential Information, without the prior written
consent of the Authority.
53.3. It is also agreed between the Parties that the Authority is under no obligation,
whatsoever, to procure Services/execute Works from MSI alone. By executing the Contract, the
Authority does not commit/guarantee any minimum amount of payments due to MSI for the
Services/Works performed by MSI and holds the right to increase or decrease the Scope of
Work provided under the Contract and in these cases, the Parties shall mutually agree upon
any amendment to the charges which are payable to MSI for the Works/Services performed.
53.4. The Authority reserves the right to propose amendment or modification, of the terms
of the Contract or any part of it by giving MSI a notice in writing. No variation, amendment,
modification or addition to the Contract shall be effective or binding on either of the Parties
unless set forth in writing and executed by them through their authorized representatives.
53.5. The Contract shall be governed by and construed in accordance with the laws of India.
The Parties agree to accept the non-exclusive jurisdiction of the competent courts of Port Blair.
53.6. The Contract sets forth the entire agreement and understanding between the Parties
as to the subject matter therein and shall supersede and override all previous communications,
negotiations, commitments, agreements, and understandings, either oral or written, between
the Parties with respect to the subject matter of the Contract.
53.7. Notice
I. Unless otherwise provided herein, all notices or other communications to be given
pursuant to the Contract shall be made in writing, in English and by letter/email (save as
otherwise stated) and shall be deemed to be duly given or made, in the case of personal
delivery of the letter, when delivered; in the case of email, when sent, or, in the case of a
letter, 3 (three) Business Days after being deposited in the post (by registered post, with
acknowledgment due), postage prepaid, to such Party at its address or facsimile number
specified herein or at such other address or facsimile number as such party may hereafter
specify for such purposes to the other by notice in writing.
The addresses referred to above are:
a) In the case of a notice to the Authority:
Address : Port Blair Smart City Projects Limited, PBMC, CRC Building,
Dairy Farm, Port Blair, Andaman and Nicobar Islands, India
- 744103
Attention : The Chief Executive Officer
Telephone : 03192-232507
Email : smartcityportblair@gmail.com
b) In the case of the MSI
Address : [●]
Attention : [●]
Email : [●]
II. A notice or other communication received on a day other than a Business Day, or after
business hours in the place of receipt, shall be deemed to be given on the next following
Business Day in such place.
III. The address or email address for serving notices can be changed by any Party by properly
serving notices on the other Parties informing them of the changes of address.
IV. In the event that a Party refuses delivery or acceptance of a notice, request or other
communication, under the Contract, it shall be deemed that the notice was given upon
proof of the refused delivery, provided the same was sent in the manner specified in the
Contract.
53.8. No failure by either party to enforce any rights hereunder shall be construed as a waiver
of such right(s).
53.9. If any provision of the Contract is held to be inoperative or unenforceable as applied in
any particular case because it conflicts with any other provision hereof or any statute,
ordinance, rule of law or public policy, or for any other reason, such holding shall not have the
effect of rendering the provision in question inoperative or unenforceable in any other case, or
of rendering any other provision herein contained inoperative or unenforceable to any extent
whatsoever. The invalidity of any one or more phrases, sentences or Clauses contained in the
Contract shall not affect the remaining portions of the Contractor any part hereof, and they
shall otherwise remain in full force and effect.
53.10. Neither MSI nor its employees or its Subcontractor shall have the right, power, or
authority to create any contract or obligation, express or implied, on behalf or, in the name of
or binding on Authority.
53.11. The rights and obligations under the Contract are personal to MSI and shall not be
assigned by it, to any third party, without the express prior written authorization of the
Authority.
54. Change Control Note (CCN)
54.1. This applies to and describes the procedure to be followed in the event of any proposed
change to Contract, site Implementation, and Service levels. Such change shall include, but shall
not be limited to, changes in the scope of services provided by MSI and changes to the terms
of payment.
54.2. Change requests in respect of the Contract, the site implementation, or the Service
levels shall emanate from the Parties’ representative who shall be responsible for obtaining
approval for the change and who shall act as its sponsor throughout the Change Control Process
and shall complete Part A of the CCN (Annex I, Section 3 of the RFP). CCNs shall be presented
to the other Party’s representative who shall acknowledge receipt by signature of the
authorized representative of the Authority.
54.3. MSI and the Authority while preparing the CCN, shall consider the change in the context
of whether the change is beyond the scope of Services including ancillary and concomitant
services required. The CCN shall be applicable for the items which are beyond the
stated/implied scope of work as per the RFP document.
54.4. MSI shall assess the CCN and complete Part B of the CCN. In completing Part B of the
CCN MSI shall provide as a minimum:
a. a description of the change;
b. a list of Deliverables required for implementing the change;
c. a timetable for implementation;
d. an estimate of any proposed change; or any relevant acceptance criteria;
e. an assessment of the value of the proposed change;
f. Material evidence to prove that the proposed change is not already covered within the
scope of the RFP, Contract and Service Levels.
54.5. Prior to submission of the completed CCN to the Authority or its nominated agencies,
MSI shall undertake its own internal review of the proposal and obtain all necessary internal
approvals. As a part of this internal review process, MSI shall consider the materiality of the
proposed change in the context of the Contract, the sites, Service levels affected by the change
and the total effect that may arise from implementation of the change.
54.6. 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 MSI meets
the obligations as set in the CCN. In the event MSI is unable to meet the obligations as defined
in the CCN then the cost of getting it done by third party shall be borne by MSI. Change requests
and CCNs shall be reported monthly to each Party’s representative who shall prioritize and
review progress.
PART C – SERVICE LEVELS
55. Purpose of Service Levels
55.1. The purpose is to define/measure the levels of the Service provided by MSI to the
Authority for the duration of the Contract. The benefits of this are:
a. Implement a process to define Service level parameters or permissible threshold within
which MSI would be required to perform the Services, and failure of performing the
Services by MSI within the said acceptable parameters would be considered as a deficiency
in Services;
b. help the Authority control the levels and performance of MSI’s Services; and
c. alert MSI to improve its Services and/or remove deficiencies in Services in case the Service
Levels agreed between the Authority and MSI are breached by MSI
56. Service Level Agreements & Targets
56.1. This section is agreed to by Authority and MSI as the key performance indicator for the
Project. This may be reviewed and revised according to the procedures detailed in Clause 69
(Service Level Change Control).
56.2. The following section reflects the measurements to be used to track and report
system’s performance on a regular basis. The targets shown in the following tables are for the
period of Contact.
56.3. The procedures in Clause 34 shall be used if there is a dispute between Authority and
MSI on what the permanent targets should be.
57. General principles of Service Level Agreements
The Service Level Agreements have been logically segregated in the following categories:
58. Service Level Agreements (SLA)
58.1. SLA shall become the part of Contract between PBSPL and the MSI. SLA defines the
terms of the MSI’s responsibility in ensuring the timely delivery of the Deliverables and the
correctness of the same based on the agreed Performance Indicators as detailed in this section.
58.2. The MSI has to comply with service level requirements to ensure adherence to Project
Timelines, quality and availability of services, throughout the period of this Contract i.e. for a
period mentioned in the project timeline of Volume II of this RFP. The MSI has to supply
appropriate software/hardware/automated tools as may be required to monitor and submit
reports of all the SLAs mentioned in this section.
58.3. For purposes of the SLA, the definitions and terms as specified in the Document along
with the following terms shall have the meanings set forth below:
i. “Total Time” - Total number of hours in the quarter (or the concerned period) being
considered for evaluation of SLA performance.
ii. "Uptime" – Time period for which the specified services/outcomes are available in the
period being considered for evaluation of SLA. Formulae for calculation of Uptime:
Uptime (%) = {1-[(Downtime)/(Total time- scheduled maintenance time)]}*100
iii. “Downtime”- Time period for which the specified services/components/outcomes are
not available in the concerned period, being considered for evaluation of SLA, which
would exclude downtime owing to Force Majeure & Reasons beyond control of the
successful bidder.
iv. “Scheduled Maintenance Time” - Time period for which the specified
services/components with specified technical and service standards are not available
due to scheduled maintenance activity. The successful bidder is required to take at
least 10 days prior approval from PBSPL for any such activity. The scheduled
maintenance should be carried out during non-peak hours (like post mid-night, and
should not be for more than 4 hours. Such planned downtime would be granted max 4
times a year.
v. “Incident” - Any event/abnormalities in the service being rendered, that may lead to
disruption in normal operations and services to the end user.
vi. “Response Time” - Time elapsed from the moment an incident is reported in the
Helpdesk over phone or by any applicable mode of communication, to the time when
a resource is assigned for the resolution of the same.
vii. “Resolution Time” - Time elapsed from the moment incident is reported to Helpdesk
either in person or automatically through system, to the time by which the incident is
resolved completely and services as promised are restored.
59. Measurement of SLA
59.1. The SLA metrics provided specifies performance parameters as baseline performance,
lower performance and breach. All SLA calculations will be done on quarterly basis.
59.1. The SLA also specifies the liquidated damages for lower performance and breach
conditions.
59.3. Payment to the MSI is linked to the compliance with the SLA metrics. The matrix
specifies three levels of performance, namely:
a. The MSI will get 100% of the Contracted value if all the baseline performance metrics are
compiled and the cumulative credit points are greater than 90% up to 100;
b. The MSI will get lesser payment in case of the lower performance. (For e.g. if SLA point
score is 70 then the MSI will get 20% less on the quarterly payment – The formula
calculating the deductions is “(100 – SLA Point Score)%”)
c. If the performance of the Agency in respect of any parameter falls below the prescribed
lower performance limit, debit points are imposed for the breach.
59.4. The credit (+) points earned during the quarter will be considered for computing
penalty. The quarterly payment shall be made after deducting the liquidated damages as
mentioned above.
59.5. The aforementioned SLA parameters shall be measured as per the individual SLA
parameter requirements and measurement methods, through appropriate SLA Measurement
tools to be provided by the MSI and approved and audited by PBSPL or its appointed Consultant
for accuracy and reliability.
59.6. PBSPL shall also have the right to conduct, either itself or through any other agency as
it may deem fit, an audit / revision of the SLA parameters. The SLAs defined, shall be reviewed
by PBSPL on an annual basis after consulting the MSI, Project Management Consultants and
other experts. All the changes would be made by PBSPL after consultation with the MSI and
might include some corrections to reduce undue relaxation in Service Levels or some
corrections to avoid unrealistic imposition of liquidated damages, which are noticed after
Project has gone live.
59.7. Total liquidated damages to be levied on the MSI shall be capped at 10% of the total
contract value. However, PBSPL would have right to invoke termination of the Contract in case
the overall liquidated damages equals 10% of total contract value. Liquidated damages to be
levied during Post Implementation period shall be capped at 10% of the OPEX value. PBSPL
would also have right to invoke termination of Contract in case cumulative debit point (breach
points) are above 30 in 2 consecutive quarters.
60. Implementation of SLA
Timely delivery of the Scope of Work shall be as under:
Definition Timely delivery of Deliverables would comprise entire bill of

material and the application systems, and as per successful UAT
of the same.
Service Level Requirement All the Deliverables defined in the Contract has to be submitted
on-time on the date as mentioned in the Contract with no delay.
Measurement of Service Level To be measured in Number of weeks of delay from the timelines
Parameter mentioned in the section “Project Timelines”
Penalty for non-achievement of Any delay in the delivery of the Project Deliverables (solely
SLA Requirement attributable to vendor) would attract a liquidated damage as per
SLA . If the liquidated damage reaches 10% of the total Contract
value, Authority may invoke termination clause. Liquidated
Damage will be computed on Capex value of Contract/ Request

order value of the particular phase
SLA Matrix for Post Implementation SLAs

61.1. These SLAs shall be used to evaluate the performance of the Services on monthly basis.
61.2. Penalty levied for non- performance as per SLA requirements shall be deducted
through subsequent payments due from PBSPL or through the Performance Bank Guarantee.
61.3. The SLA parameters shall be measured for each of the sub systems’ SLA parameter
requirements and measurement methods, through appropriate SLA measurement tools. All
such required tools should be provided by the MSI. PBSPL will have the authority to audit these
tools for accuracy and reliability.
61.4. The upper limit of penalty would be capped at 10% of the opex value for each quarter.
In case the calculated penalty crosses 10% penalty of the opex value in 2 subsequent quarters,
PBSPL reserves the right to invoke the termination clause.
Service Level
Agreement
A ..Penalties for Non/Under Performance
A.1 A maximum level of performance penalties is established and described in this

section.
Severity Level Penalty as a percentage of applicable payment milestone
9 Event of default and termination
8 5.00%
7 2.00%
6 1.00%
5 0.50%
4 0.40%
3 0.30%
2 0.20%
1 0.10%
0 No Penalty
A.2 Performance Penalty for not meeting a measurement parameter for any two months
in consecutive quarters shall result in twice the penalty percentage of that respective
measurement parameter in the third quarter for all the three months.
A.3 Maximum Penalty applicable for any quarter shall not exceed 10% of the ‘applicable
fees’ for the respective quarter.
A 4.The payment to the agency shall be on Quarterly basis however the penalty shall be
calculated on monthly basis as per the SLAs stated in the RFP.
B .Measurement & Targets

B.1 Implementation phase related performance levels
# Measurement Definition Target Penalty Severity Level
1 Team MSI is expected to
Mobilization mobilize project
and team for
Commencement commencement of
of Work work Delay beyond 15 calendar days =
Commencement of 0.2%of the contract value
work would mean Within 15
reporting and days of
availability of MSI’s issuance of LoI
resources (90% Key or contract
Personnel as per agreement, Delay between 15 to30 calendar
the RFP whichever is days =0.5% of the contract value
requirement) at earliest Delay between 30 to60 calendar
PBSPL’s office for days =1% of the contract value
the project within Delay between 60 to90 calendar
defined period of days =2% of the contract value
15 days and Delay beyond 90 days may lead to
remaining 10% in Termination of the Contract at the
next 15 days) discretion of PBSPL
B.2 . Data Centre (DC) / Disaster Recovery (DR) Centre

Sr. Severity
Measurement Definition Target
No. Level
1  MPLS/LL City Fiber DC/DR components
Network (availability for a
Connectivity month is defined as
 HCI components total time (in minutes)
 Core & Internet in a month less total
Routers down time (in minutes)
 Core & other in a month excluding
Switches planned data center
 Blade Chassis, Blade down time. DC/DR is
Servers & Rack considered available
Servers when all the services in
 Primary & full capacity are
Secondary Storage functional. DC/DR
 Backup Software Availability (%) = (Total >=99.5% 0
 OS & Virtualization minutes during the
platform month –Planned
 IOT platform downtime – Downtime
including all field minutes during the
level devices month) *100/ Total
minutes during the
 Enterprise
month Total Time shall
Management
be measured24x7 basis
System
for DC/DR depending
 Firewalls/Intrusion
upon functional
Prevention System
requirement. Planned
 SLB+LLB+WAF+DDo
data center Downtime
S
refers to unavailability
 Cyber Security <99.5% to >=97
of data center services 5
components like %
due to infrastructure
SIEM, Anti-APT etc.
maintenance activities
 Any other ICT based such as configuration
components changes, upgradation
commissioned as or changes to any
part of the project supporting
scope infrastructure. Details
< 97 % 9
related to such
planned outage shall
be agreed with PBSPL
and data center
Measurement Tool:
Reports from EMS
B.3. Network related

performance levels
Seve
Sr.
Measurement Definition Target rity
No.
Level
 Network Network components
Availability for all (availability for a month is
field level devices defined as total time (in
to ICCC & DC/DR minutes) in a month less total
connected over down time (in minutes) in a
MPLS/LL / Optical month excluding planned > 99.5% uptime measured on
1 0
Fiber Network network downtime. Network is a monthly basis
which would be considered available when all
installed & services in full capacity are
commissioned by available. Network Availability
the MSI as a part (%) = (Total minutes during the
of the scope  month – Planned downtime -
 Connectivity/ Downtime minutes during the
month) *100 / Total minutes ≤99.5% to >97.0% uptime
uptime between 4
during the month Total Time measured on a monthly basis
DC & DR site
 Connectivity/ shall be measured 24x7basis.
uptime of the Planned Network Component
Downtime refers to ≤97.0% to >95.0% up time
internet 5
unavailability of network measured on a monthly basis
connectivity at
DC/DR site services due to infrastructure
maintenance activities such as
≤95.0% to >93.0% up time
configuration changes, 7
measured on a monthly basis
upgradation or changes to any
supporting infrastructure Details
related to such planned outage < 93.0% up time measured on
shall be agreed with PBSPL. 8
a monthly basis
Measurement Tool: Reports
from EMS
2 Network Quality Quality of Service (QoS) refers to
of Service 99.5% throughput of
the capability of a network to
minimum stipulated 0
provide traffic engineering to
bandwidth during 24*7 hours
selected network traffic from
a. Field Level Infrastructure and

Access Point
b. Access point to DC/ DR and
≥97% and <99.5% 5
ICCC switch and optical fiber
c. Leased Line between Switch at
ICCC and DC / DR.
The primary goal of QoS is to

provide priority including
dedicated bandwidth, controlled
jitter, latency and improved loss <97% 6
characteristics.
Measurement Tool: Reports
from EMS
Average Packet loss exceeding
0.5% over a month (at Data 4
Centre and LAN/WAN level)
Latency Delay> 150 ms (every
instance) (at Data Centre and 4
LAN/WAN level)
B.4 Service Level for ICT olutions
Sr.
Measurements Definitions Target Severity Level
No.
1 Availability of various Uptime = {1 - (Application
Application Software for/at downtime maintenance
Integrated Command downtime) / (Total Time
Control Centre (ICCC) With: – maintenance
downtime)} Application
e-Governance Solution Downtime shall be
Applications & Systems for measured from the time
Integration & Management the equipment becomes
of other smart solution unavailable (due to any
components reasons whatsoever
Emergency Call Box attributable to MSI) for
Management Business processing to
Environmental sensors the end user to the time
management application it becomes fully available.
Minimum 99.5%
Public Address Any downtime for
uptime measured 0
management application maintenance shall be
on monthly basis
Variable Message Sign with prior written
Board management intimation to PBSPL.
application Please note that
GIS Solution platform for continuous downtime of
Port Blair Smart City every 2 hours (from7am
Adaptice Traffic to 12 midnight) would
Management System raise the severity by one
e Challan System level. e.g. the severity
SVD Application System level will raise from 0 to
ANPR Application System 1. Please note that
RLVD Application System continuous downtime of
Video Analytics System every 4 hours (from
Video Management System midnight to 7am) would
PIS and AVLS Application raise the severity by one
CCC Application level. e.g. the severity ≥96% to <99.5%

Door to Door Numbering level will raise from 0 to 1 uptime measured 5
Applications on monthly basis
Measurement Tool: ≥93% to <96%

Reports from EMS uptime measured 7
on monthly basis
< 93% uptime
measured on 9
monthly basis
2 Availability of other Uptime = {1 - (Application
software including: downtime maintenance
downtime) / (Total Time
Anti-virus & end device – maintenance
security software downtime)} Application
Software based security Downtime shall be
items measured from the time
SLA, asset management the equipment becomes
tool, helpdesk & EMS unavailable (due to any
Virualization Software reasons whatsoever
attributable to the MSI)
for Business processing to
the end user to the time
it becomes fully available.
Any downtime for Minimum 99.5%
maintenance shall be uptime measured 0
with prior written on monthly basis
intimation to PBSPL.
Please note that
continuous downtime of
every 2 hours (from7am
to 12midnight) would
raise the severity by one
level. E.g. the severity
level will raise from 0 to
1Please note that
every 4 hours (from
midnight to 7am) would
level. e.g. the severity
level will raise from 0 to 1 ≥96% to <99.5%
uptime measured 4
Measurement Tool: on monthly basis
Reports from EMS ≥95% to <96%
uptime measured 6
on monthly basis
< 95% uptime

measured on 7
monthly basis
3 Availability of Integrated Uptime = {1 - (Equipment
Command and Control downtime maintenance
Centre (ICCC) including downtime) / (Total Time
– maintenance
1. Work Stations downtime)} Equipment
2. Video Wall Downtime shall be
3. Cameras measured from the time
4. Phones the equipment becomes
5. Biometric Access Control unavailable (due to any
System reasons whatsoever
6. UPS/DG sets attributable to the MSI)
7. All other non-IT for Business processing to
components installed in the end user to the time
ICCC & DC it becomes fully available.
Any downtime for Minimum 99.9% up
maintenance shall be time measured on 0
with prior written monthly basis
intimation to PBSPL.
Please note that
level. E.g. the severity
1Please note that
every 4 hours (from
level will raise from 0 to 1 ≥97% to <99.9% up
Measurement Tool: time measured on 4
Reports from EMS monthly basis
≥95% to <97% up
time measured on 6
monthly basis
< 95% uptime
measured on 7
monthly basis
4 Availability of field Uptime = {1 - (Equipment

infrastructure including: downtime maintenance
downtime) / (Total Time
CCTV Cameras & including – maintenance
poles, Variable Message downtime)} Equipment
Display (VMD),ECB, Downtime shall be
Public Address System, measured from the time
GPS based handheld/ the equipment becomes
Mobile Device, unavailable (due to any
Environmental Sensors, reasons whatsoever
Smart Traffic Detectors, attributable to the MSI)
Sensors & Controllers for Business processing to
Variable Message Sign the end user to the time
Board it becomes fully available.
Electricity supply to all field Any downtime for Minimum 99.5%
devices maintenance shall be uptime measured 0
OBU & GPS devices with prior written on monthly basis
UPS at all field devices intimation to PBSPL.
IP Phones Please note that
All sensors & IoT devices continuous downtime of
1Please note that
every 4 hours (from
level will raise from 0 to 1 ≥97% to <99.5%
Measurement Tool: uptime measured 4
Reports from EMS on monthly basis
≥95% to <97%
uptime measured 6
on monthly basis
< 95% uptime
measured on 7
monthly basis
5 Repair/replacement of MSI should keep

field/ICCC/DC/DR minimum 10% spare at
infrastructure any given point of project
including but not limited execution. Infrastructure
to: equipment should be
replaced or repaired after Within 4 business
CCTV Cameras & including complaint login from hours of logging 0
poles PBSPL officials complaint
Public Address & Measurement Tool:
Emergency Call Box System System Generated Call
GPS based handheld/ Log at Help Desk
Mobile Device
Environmental Sensors
Smart Traffic Detectors, 2 to 4 business
Sensors & Controllers days of logging 5
Variable Message Sign compliant
Board
Equipment for electricity
supply
UPS
IP Phones More than 4 days
All sensors & IoT devices of logging 7
All active & passive ICT compliant
devices
Other equipment
commissioned as a part of
the project scope
6 Battery Replacement for all Replacement of various
equipment/devices equipment batteries. This
procured excludes the regular
Batteries to be
maintenance of the UPS
replaced every 5
and its Batteries
3rdYear
Measurement Tool: SLA
Monitoring Tool for
inventory Management.
7 Asset/Inventory Provide Monthly MIS of
Management Asset Inventory to check ≥ 95% of the
Asset Inventory level minimum required
Measurement Tool: SLA inventory level
0
Monitoring Tool for should be available
Inventory Management measured on
monthly basis
Conduct Annual Physical
Asset verification once in 3 (Severity
a year and give report level would
within 2 months from the <95% of the Increase by 1
date of verification minimum required for every 5%
inventory level drop in
inventory
level)
B.5 Help Desk
Service Parameter SLA Validation Penalty
Help Desk Help Desk should be available, 95%-99.5%calls

Availability and all incidents/events raised are logged, and
with the IT Help Desk shall; be ticket is
logged into the system and generated:
service ticket number should Reports Penalty of 2%of
100% calls to
be provided to the employee generated monthly O&M
be logged and
From Charges
service ticket
ticket 90%-95%calls
no, shall be
logging are logged and
generated
System ticket is
generated:
Penalty of 5%of
monthly O&M
Charges
Resolution of ticket logged 95%-99.5% calls
asper the severity definition resolved in
chart specified time:
Penalty of 2% of
monthly O&M
Charges
90%-95%calls
Reports
resolved in
generated
specified time:
99% from ticket
Penalty of 5% of
logging
monthly O&M
system
Charges
< 90% calls
resolved in
specified time:
Penalty of 10 %
of monthly O&M
Charges
Problem Supplier shall analyze all the 5% penalty on
Management incidents and provide a root monthly of
100% timely
cause report every month if monthly O&M
submission
there are more than 10 charges of that
covering all Root cause
incidents of the same type. project area, if
incidents report
the supplier does
logged in that
not submit a
month
problem report
for that month
5% penalty on
monthly of
Incident
monthly O&M
Report
charges of that
stating
project area if
problems
the supplier does
faced by
not submit a
the User
problem report
for that month
B.6 Camera feed and quality wherever installed

Sr. Severity
Measurements Definitions Target
No. Level
1 Ratio of Live cameras v/s Number of live working cameras
≥99% 0
Total Cameras at any point divided by total number of cameras
of time (To be measured Measurement Tool: Log from VMS
every 1 hour) tools wherein alerts to the control ≥96 %
room shall be generated on non- to 3
functioning of camera <99%
< 96% 5
2 Average Frame rate Average frame rate is 25 FPS to be
maintained for Recording maintained by all cameras calculated
on a Monthly Basis Measurement tool: ≥95% 0
Log from VMS
≥90 %
to < 3
95%
< 90% 4
3 Video stream Latency Time required for transmission of video
feed from one point to another
≤40ms 0
Measurement tool: Report from EMS
>40ms
to 3
≤60ms
>60ms 4
4 Change of Screen from one Time required for transmission of
camera Source to another screen from one camera source to
another Measurement tool: Log from
VMS ≥2s 0
>2s to
3
≤5s
>5s 4
5 Video Feed Query Retrieval

Response Time Time taken for receiving response to a
query raised for video feed ≤10s 0
Measurement tool: Log from VMS
>10s to
3
≤20s
>20s 4
6 ANPR for Standard Roman
Number plates (3 wheelers Capability accurately read the number
& above) for RLVD & SVD >=90% 0
plates
system
<70%
4
to 89%
<50% 8
7 ANPR for Standard Roman
Number plates (2 wheelers) Capability accurately read the number
>=80% 0
for RLVD & SVD system plates
<50%
4
to 89%
<30% 8
B.7 – GIS
Service Level Expected Service Level Applicable Penalty
1 Accuracy of the Vector mapping (+/-) 3 Meter for each type of Assets /  Accuracy level within 3
Households, Buildings and Properties/ Meters: No Penalty
Roads System / Storm water drainage  Accuracy level within 4
system / Electricity system / Water
Meters: 5% of the quoted /
supply system / Underground drainage
system / Other man-made features agreed value
 Accuracy level within 5
Meter: 15% of the quoted /
agreed value
 Accuracy level within 6
Meter: 25% of the quoted /
agreed value
Note: In case Accuracy level is
found beyond 6 Meters, the
MSI shall be responsible to
undertake re-survey of all the
PoIs / assets / landbase /
household etc. and rectify the
error without having any
financial impact on PBSPL.
.B8 Availability of Manpower proposed as part of the project
8.1 Manpower availability Service Levels
The manpower deployed by MSI for carrying out and providing FMS services shall necessarily be on direct
payroll of the bidder organization and should not be outsourced / subcontracted in any circumstances except
for the following manpower category:
1. Help Desk Support Staff
2. Electrical Assistant
3. Housekeeping
Only the above-mentioned categories may be outsourced / subcontracted by the bidder organization.
MSI shall appoint as many team members, as deemed fit by them, subject to the minimum manpower
specified below to meet the SLA requirements. The tendering authority would not be liable to pay any
additional cost for this. MSI shall provide detailed CV of each of the resource being provided to tendering
authority before deployment of the resource at datacenter and CCC.
MSI shall always maintain minimum manpower on-site throughout the period of the contract.
Note: Every resource has to hand over his shift to other resource if there is availability of resource in next shift.
The resources shall be deployed by the MSI to manage the CCC and data center 24 *7 and maintain the service
level requirements. Provisions of leave reserve, providing leaves and other facilities / perks shall be as per MSI
prevailing policies / practices which shall be taken care by MSI without any liability and/or financial
implications on the part of Purchaser.
The team deployment plan shall be prepared by MSI periodically and shall obtain approval from tendering
authority prior to its implementation.
No resource shall be absent without prior permission of the designated authority.
Penalty on non-availability of any resource shall be as under:
No. of absence per role in a quarter Applicable Penalty / Actions
> 0 but <= 10 No. of absence x INR 1500 per person per day
> 10 but <=30 No. of absence x INR 3000 per person per day
> 30 No. of absence x INR 4500 per person per day
B.8.2 An absence of more than half an hour from the work place, without having permission of Officer-In-
Charge of project shall be considered as absent for the shift.
B.8.3 Manpower Change

The replacement of resources by MSI after deployment will be allowed (without penalty) only in case, the
resource leaves the organization by submitting resignation with the present employer. In case of failure to
meet the standards of the purchaser, (which includes efficiency, cooperation, discipline and performance)
bidder may be asked to replace the resource without any penalty for replacement/exit.
The penalty per resource would be imposed in case of exit/replacement of resource from the project as per
the details given below:
Resource Type Applicable Penalty when resource is leaving
Within 6 After 6 months of DOJ
months of
DOJ
Manpower resources for specialized services 10 times of 5 times of the penalty
the penalty mentioned in Sr. no. B.8.1 of
mentioned in above table
Sr. no. B.8.1 of
above table
.C Reporting Procedures
C.1MSI representative shall prepare and distribute Service level performance reports in a mutually agreed
format by the 5th working day of subsequent month. The reports shall include “actual versus target” Service
Level Performance, a variance analysis and discussion of appropriate issues or significant events. Performance
reports shall be distributed to PBSPL management personnel as directed by PBSPL. Also, MSI may be required
to get the Service Level performance report audited by a third-party Auditor appointed by PBSPL.
.D Issue Management Procedures
D.1. General
This process provides an appropriate management structure for the orderly consideration and resolution of
business and operational issues in the event that quick consensus is not reached between PBSPL and MSI.
Implementing such a process at the beginning of the outsourcing engagement significantly improves the
probability of successful issue resolution. It is expected that this pre-defined process shall only be used on an
exception basis if issues are not resolved at lower management levels.
D.2. Issue Management Process
a. Either PBSPL or MSI may raise an issue by documenting the business or technical problem, which
presents a reasonably objective summary of both points of view and identifies specific points of
disagreement with possible solutions.
b. Any unresolved issues/disputes concerning the Project/Contract between the Parties shall first be
referred in writing to the Project Manager for his consideration and resolution. If the Project Manager
is unable to resolve any issue/dispute within 5 days of reference to them, the Project Manager shall
refer the matter to the Program Management Committee. If the Program Management Committee is
unable to resolve the issues/disputes referred to them within 15 days the unresolved issue/dispute
shall be referred to Steering Committee / high powered committee/Project Implementation
Committee for resolution. The Steering Committee within 30 days of reference to them shall try to
resolve the issue/dispute.
E . Service Level Change Control

E.1General:
It is acknowledged that this Service levels may change as PBSPL’s business needs evolve over the course of the
contract period. As such, this document also defines the following management procedures:
a. A process for negotiating changes to the Service Levels
b. An issue management process for documenting and resolving particularly difficult issues.
c. PBSPL and MSI management escalation process to be used in the event that an issue is not being
resolved in a timely manner by the lowest possible level of management.
d. Any changes to the levels of service provided during the term of this Agreement shall be requested,
documented and negotiated in good faith by both parties. Either party can request a change.
E.2 Service Level Change Process: The parties may amend Service Level by mutual agreement in accordance.
Changes can be proposed by either party. Unresolved issues shall also be addressed. MSI’s representative shall
maintain and distribute current copies of the Service Level document as directed by PBSPL. Additional copies
of the current Service Levels shall be available at all times to authorized parties.
E.3Version Control / Release Management: All negotiated changes shall require changing the version control
number. As appropriate, minor changes may be accumulated for periodic release or for release when a critical
threshold of change has occurred.
61. Operational SLAs
i. The proposed storage for all the production related applications should be on latest
generation technology. The latency of storage should always be less than 1ms for all
transactions.
ii. The proposed solution for backup should be cost optimized to provide lowest cost per TB
of capacity. It should provide flexibility to schedule policy and retention levels as required
and mandated from time to time.
iii. The proposed backup solution should include features like deduplication, compression
and encryption. The proposed backup solution should also allow flexibility to migrate the
backups from one CSP to another CSP without needing to de-duplicate, compress and
encrypt the data again.
62. Definitions:
i. Severity 1: ICCC or Smart City applications down for more than 70% users.
ii. Severity 2: ICCC or Smart City applications down for more than 30% users.
iii. Severity 3: Modules of ICCC not functional for users.
iv. Severity 4: Minor functionality issues with ICCC or Smart City applications
v. Response Time: Response time is defined as the time the support vendor takes to
respond from the time that ticket was raised.
vi. Resolution Time: Resolution time is defined as the time the vendor takes to resolve the
issue or provide acceptable workaround for the issue.
63. Conditions for No Penalties
a. Penalties shall not be levied on the Bidder in the following cases:

i. There is a Force Majeure event effecting the SLA which is beyond the control of the
MSI. Force Majeure events shall be considered in line with the clause mentioned RFP.
ii. The non-compliance to the SLA has been due
iii. To reasons beyond the control of the MSI Contractor.
iv. Theft cases by default/vandalism would not be considered as “beyond the control of
MSI”. Hence, the MSI should be taking adequate anti-theft measures, spares
strategy, Insurance as required to maintain the desired Required SLA.
64. Reporting Procedures
64.1 MSI representative shall prepare and distribute Service level Performance Reports in a mutually
agreed format by the 5th working day of subsequent month. The Reports shall include “actual
versus target” Service Level Performance, a variance analysis and discussion of appropriate
issues or significant events. Performance Reports shall be distributed to Authority management
personnel as directed by Authority.
64.2 Also, MSI may be required to get the Service Level Performance Report audited by a third-party
Auditor appointed by the Authority.
65. Issue Management Procedures
65.1 General
a. This process provides an appropriate management structure for the orderly consideration
and resolution of business and operational issues in the event that quick consensus is not
reached between Authority and MSI.
b. Implementing such a process at the beginning of the outsourcing engagement significantly
improves the probability of successful issue resolution. It is expected that this pre-defined
process shall only be used on an exception basis if issues are not resolved at lower
management levels.
65.2 Issue Management Process
a. Either Authority or MSI may raise an issue by documenting the business or technical
problem, which presents a reasonably objective summary of both points of view and
identifies specific points of disagreement with possible solutions.
b. Any unresolved issues/disputes concerning the Project/Contract between the Parties shall
first be referred in writing to the Project Manager for his consideration and resolution. If
the Project Manager is unable to resolve any issue/dispute within 5 days of reference to
him, the Project Manager shall refer the matter to the Program Management Committee
If the Program Management Committee is unable to resolve the issues/disputes referred
to them within 15 days, the unresolved issue/dispute shall be referred to Steering
Committee/High Powered Committee/Project Implementation Committee for resolution.
The Steering Committee or the High Powered Committee / Project Implementation
Committee within 30 days of reference to them shall try to resolve the issue/dispute.
c. If the Steering Committee or the High Powered Committee / Project Implementation
Committee fails to resolve a dispute as per the above clause, the same shall be referred to
arbitration. The arbitration proceedings shall be carried out as per the Arbitration
procedures mentioned in Clause 34 of this of RFP.
66. Service Level Change Control
66.1 General
a. It is acknowledged that this Service levels may change as Authority’s business needs evolve
over the course of the Contract period. As such, this document also defines the following
management procedures:
i. A process for negotiating changes to the Service Levels
ii. An issue management process for documenting and resolving particularly difficult
issues.
iii. Authority and MSI management escalation process to be used in the event that an
issue is not being resolved in a timely manner by the lowest possible level of
management.
b. Any changes to the levels of service provided during the Term of the Contract shall be
requested, documented and negotiated in good faith by both Parties. Either Party can
request a change.
c. Service Level Change Process: The Parties may amend Service Level by mutual agreement.
Changes can be proposed by either Party. Unresolved issues shall also be addressed. MSI’s
representative shall maintain and distribute current copies of the Service Level document
as directed by Authority. Additional copies of the current Service Levels shall be available
at all times to authorized parties.
d. Version Control/Release Management: All negotiated changes shall require changing the
version control number. As appropriate, minor changes may be accumulated for periodic
release or for release when a critical threshold of change has occurred.
ANNEXURES
Annexure I: Change Control Note
Change Control Note CCN Number:

Part A: Initiation
Title
Originator
Sponsor
Date of Initiation
Details of Proposed Change
(To include reason for change and appropriate details/specifications. Identify any attachments as A1,
A2, and A3 etc.)
Authorized by Authority Date
Name
Signature
Received by the Bidder Date
Name
Signature
Change
Part B: Evaluation
(Identify any attachments as B1, B2, and B3 etc.)
Changes to Services, payment terms, payment profile, documentation, training, service levels and
component working arrangements and any other contractual issue.
Brief Description of Solution:
Deliverables:
Timetable:
Charges for Implementation:
Other Relevant Information:
(including value-added and acceptance criteria)
Authorized by Authority Date
Name
Signature
Part C: Authority to Proceed
Implementation of this CCN as
submitted in Part A, in accordance with Part B
is: (tick as appropriate)
Approved
Rejected
Requires Further Information (as follows, or as
Attachment 1 etc.)
For Authority and its nominated agencies For MSI

Signature Signature
Name Name
Title Title
Date Date
Annexure II: FORM OF AGREEMENT
This Agreement (hereinafter “Framework Agreement”) made on this ______________day of

____________________, 2019 BETWEEN Port Blair Smart Projects Limited (hereinafter referred to as
the “Authority”, which expression shall include its successors and assigns) of the One Part;
AND
_________________ (hereinafter referred to as the “MSI” which expression shall include its successors
and assigns) of the Other Part.
AND WHEREAS, the Authority invited bids for the selection of Master System Integrator (MSI) for
implementation of Integrated Command & Control Center (ICCC) and E-Governance based Smart City
Solution at Port Blair.
AND WHEREAS, pursuant to the bid submitted by the MSI, vide ____________ (here in after referred
to as the “Bid or Offer”) for the execution of Works, the Authority by its Letter of Acceptance dated
___________ accepted the offer submitted by the MSI for the execution and completion of such Works
as specified in the RFP documents and on the conditions in accordance with the documents listed in
para 2 below.
AND WHEREAS, the MSI by a deed of undertaking dated ________ has agreed to abide by all the terms
of the Bid, including but not limited to the amount quoted for the execution of Contract, as stated in
the Bid, and also to comply with such terms and conditions as may be required from time to time.
AND WHEREAS, pursuant to the Bid submitted by the MSI vide ___________________ (hereinafter
referred to as the “the Offer”), the Authority has by its Letter of Acceptance no. _________dated
___________ accepted the Offer submitted by the MSI for the execution and completion of such Works
and the remedying of any defects therein, on terms and conditions of the Framework Agreement;
AND WHEREAS, the MSI has agreed to undertake such Works and has furnished a Performance Bank
Guarantee / PBG pursuant to clause 40 of the Section II.
NOW THIS AGREEMENT WITNESSETH as follows:
1. In this Framework Agreement words and expressions shall have the same meanings as are
respectively assigned to them in the conditions of Contract hereinafter referred to;
2. The following documents shall be deemed to form and be read and constructed as part of this
Framework Agreement viz. (a) Complete Request for Proposal (RFP) documents being Volumes I, II and
III of the RFP and Corrigendum and addendum, (b) MSI’s Offer, (c) Letter of Acceptance or Letter of
Award OR Letter of Intent issued by the Authority, (d) the acceptance of Letter of Award from MSI, (e)
Notice to Proceed with the Work, and (f) Any other document listed in the Contract Data.
3. The foregoing documents shall be constructed as complementary and mutually explanatory one with
another. Should any ambiguities or discrepancy be noted then the order of precedence of these
documents shall subject to the condition of particular application be as follows:
(a) Complete Request for Proposal (RFP) documents being Volumes I, II and III of the RFP and
Corrigendum and addendum, (b) Framework Agreement, (c) MSI’s Offer, (d) Letter of Acceptance or
Letter of Award or Letter of Intent issued by the Authority, (e) the acceptance of Letter of Award from
MSI, (f) Notice to Proceed with the Work, and (g) Any other document listed in the Contract Data.
4. In consideration of the payments to be made by the Authority to the MSI as hereinafter mentioned,
the MSI hereby covenants with the Authority to execute and complete the Works and remedy any
defects therein in conformity in all respect with the provisions of the Contract.
5. the Authority hereby covenants to pay the MSI in consideration of the execution and completion of
the Works and the remedying of defects therein the Contract price or such other sum as may become
payable under the provisions of the Contract at the times and in the manner prescribed by the Contract.
IN WITNESS WHEREOF, the Parties here to have caused this Framework Agreement to be executed on
the day and year first before written.
For and on behalf of For and on behalf of
Port Blair Smart City Limited MSI (Company Name)
By……………………….. By………………………..
Signature Signature
………………………….. ………………………….
Print Name Print Name
………………………….. ………………………….
Title Title
Witness………………….. Witness…………………..
Print Name Print Name
………………………….. ………………………….
Print Address Print Address
………………………….. ………………………….
Annexure III: Non-Disclosure Agreement
This Non-Disclosure Agreement ("Agreement") is made and entered into ____ day of …………….., 2019
by and between
…………………………………………having its office at ______________(hereinafter referred to as “Client”’)
And
…………………………………..,having its office at _______________(hereinafter referred to as :Master

System Integrator” and/or “MSI”)
“Client” and “MSI” shall be individually referred to as Party and collectively as Parties to this
Agreement.
Whereas, the Parties have entered into a Contract bearing reference number ________ dated
________ for _______provision of ________ (hereinafter referred to as ‘Contract’); and
Whereas, during the execution of the Contract, PARTIES may disclose to each other certain information
which is confidential and proprietary in nature and as such they wish to protect such information from
unauthorized disclosure and use;
NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained
herein and in the Contract, the Parties agree as follows:
1. Definitions. As used herein:
(a) The term “Confidential Information” shall include, without limitation, all information and
materials, furnished by a Party ( “Discloser”) to another Party (Recipient) in connection with
Government/corporates/citizen/users/persons/customers data, products and/or services,
including information transmitted in writing, orally, visually, (e.g. video terminal display) or on
magnetic or optical media, and including all proprietary information, customer & prospect lists,
trade secrets, trade names or proposed trade names, methods and procedures of operation,
commercial or marketing plans, licensed document know-how, ideas, concepts, designs,
drawings, flow charts, diagrams, quality manuals, checklists, guidelines, processes, formulae,
source code materials, specifications, programs, software packages, codes and other
intellectual property relating to such Party’s data, computer database, products and/or
services. Confidential Information shall also include results of any tests, sample surveys,
analytics, data mining exercises or usages etc. carried out by Discloser in connection with the
Recipients’ or any government department’s / Corporates information including
citizen/users/persons/customers personal or sensitive personal information as defined under
any law for the time being in force.
(b) The term, “MSI” shall include the directors, officers, employees, agents, consultants,
contractors and representatives of MSI including its affiliates, subsidiary companies and
permitted assigns and successors.
2. Protection of Confidential Information. With respect to any Confidential Information disclosed by
the Discloser to the Recipient or to which any Party has access, both the Parties agree that it shall:
(a) Use the Confidential Information only for accomplishment of the Services to be performed
under the Contract and in accordance with the terms and conditions contained herein;
(b) Maintain the Confidential Information in strict confidence and take all reasonable steps to
enforce the confidentiality obligations imposed hereunder, but in no event take less than
reasonable care than it takes to protect the confidentiality of its own proprietary and
confidential information and that of its Clients;
(c) Not make or retain copy of any Confidential Information except as necessary, under prior
written permission from other Party in connection with the Services to be performed under the
Contract, and ensure that any such copy is immediately returned to the other Party even
without express demand from such Party to do so;
(d) Not disclose or in any way assist or permit the disclosure of any Confidential Information to any
person or entity without the express written consent of discloser except as provided in clause
6 below; and
(e) Return to Discloser, or destroy, at Discloser’s direction, any and all Confidential Information
disclosed in a printed form or other permanent record, or in any other tangible form (including
without limitation, all copies, notes, extracts, analyses, studies, summaries, records and
reproductions thereof) immediately upon the earlier to occur of:
(i) expiration or termination of the Contract, or

(ii) On request of Discloser.
(f) Not discuss with any member of public, media, press or any other person about the nature of
arrangement entered between the Parties or the nature of services to be provided by the
MASTER SYSTEM INTEGRATOR / MSI to the Authority/ CLIENT.
3. Onus. Recipient shall have the burden of proving that any disclosure or use inconsistent with the
terms and conditions hereof falls within any of the exceptions provided in clause 4 below.
4. Exceptions. The obligations of confidentiality as mentioned in this Agreement shall not apply to any
information:
(a) Which has become generally available to the public without breach of this Agreement by
Recipient; or
(b) Which at the time of disclosure to Recipient was known to Recipient free of confidentiality
restriction as evidenced by documentation in Recipient’s possession;
Or
(c) Which either Party agrees in writing is free of such confidentiality restrictions.
5. Remedies. The Parties acknowledge and agree that

(a) any actual or threatened unauthorized disclosure or use of the Confidential Information by
Recipient would be a breach of this Agreement and may cause immediate and irreparable harm
to Discloser;
(b) Damages from such unauthorized disclosure or use may be impossible to measure accurately
and injury sustained by Client may be impossible to calculate and remedy fully. Recipient
acknowledges that in the event of such a breach or threatened breach of any provision of this
Agreement, Discloser shall be entitled to specific performance by Recipient of Recipient’s
obligations contained in this Agreement. Recipient shall indemnify, save, hold harmless and
defend Discloser promptly upon demand and at its expense, at any given point in time from
and against any and all suits, proceedings, actions, demands, losses, claims, damages, liabilities,
costs (including reasonable attorney’s fees and disbursements) and expenses (collectively
“Losses”) to which Discloser may become subject to, in so far as such Losses arise out of, in any
way relate to, or result from breach of obligations under this Agreement by Recipient . Such
Party shall also be entitled, without the requirement of posting a bond or other security, to
seek preliminary and final injunctive relief, as well as any and all other applicable remedies at
law or equity, including the recovery of damages.
6. Need to Know. The Parties shall restrict disclosure of Confidential Information to its employees
and/or consultants who have a need to know such information for accomplishment of Services
under the Contract provided such employees and/or consultants have agreed to abide by the terms
and conditions of this Agreement and agree that they shall not disclose such Confidential
Information to any affiliates, subsidiaries, associates and/or third party without prior written
approval of Discloser.
7. Intellectual Property Rights Protection. No license to Recipient, under any trademark, patent,
copyright, design right, mask work protection right, or any other intellectual property right is either
granted or implied by the conveying of Confidential Information to Recipient by the Discloser .
8. No Conflict. The Parties represent and warrant that the performance of their obligations hereunder
do not and shall not conflict with any other agreement or obligation of the respective Parties to
which they are a party or by which the respective Parties are bound.
9. Authority. The Parties represent and warrant that they have all necessary authority and power to
enter into this Agreement and perform their obligations hereunder.
10. Governing Law. This Agreement shall be interpreted in accordance with and governed by the
substantive and procedural laws of India and the Parties hereby consent to submit to the exclusive
jurisdiction of Courts and/or Forums situated at PORT BLAIR, ANDAMAN & NICOBAR ISLANDS, INDIA
only.
11. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the
Parties, and supersedes all previous or contemporaneous agreement or communications, both oral
and written, representations and under standings among the Parties with respect to the subject
matter hereof.
12. Amendments. No amendment, modification and/or discharge of this Agreement shall be valid or
binding on the Parties unless made in writing and signed on behalf of each of the Parties by their
respective duly authorized officers or representatives.
13. Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties
hereto and their respective successors and permitted assigns.
14. Severability. It is the intent of the Parties that in case any one or more of the provisions contained
in this Agreement shall be held to be invalid or unenforceable in any respect, such provision shall
be modified to the extent necessary to render it, as modified, valid and enforceable under
Applicable Laws, and such invalidity or unenforceability shall not affect the other provisions of this
Agreement.
15. Waiver. If either Party should waive any breach of any provision of this Agreement, it shall not
thereby be deemed to have waived any preceding or succeeding breach of the same or any other
provision hereof.
16. Survival. The Parties agree that all of their obligations undertaken herein with respect to
Confidential Information received pursuant to this Agreement and obligations of indemnity shall
survive for a period of 10 years after any expiration or termination of this Agreement.
17. Non-solicitation. During the term of this Agreement and thereafter for a further period of two (2)
years post termination/expiry of Term of the Contract in case the Parties execute the Contract, the
Parties shall not solicit or attempt to solicit each other’s employees and/or consultants, for the
purpose of hiring/contracting with such employees and/or consultants. In addition, MSI shall not
proceed to conduct operations/business similar to the Client with any employee and/or consultant
of the Client who has knowledge of the Confidential Information, without the prior written consent
of the Client. This section will survive irrespective of the fact whether there exists a commercial
relationship between MSI and Client.
18. Term. This Agreement shall come into force on the date first written above and, subject to aforesaid
clause 16, shall remain valid up to two (2) years from the expiry or termination of the Contract.
IN WITNESS HEREOF, and intending to be legally bound, the Parties have executed this Agreement to
make it effective from the date and year first written above.
For CLIENT, For: Master System Integrator

Name: Name:
Title: Title:
WITNESSES:
1.
2.

Port Blair Smart City Projects Limited

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PORT BLAIR SMART CITY PROJECTS LIMITED

REQUEST FOR PROPOSAL FOR SELECTION OF MASTER

VOLUME-III: SERVICE LEVEL AGREEMENTS

RFP Number:05/CEO/PBSPL/ 2021-22

PART A – GENERAL CONDITIONS OF CONTRACT ....................................................................................................6

35. Conflict of interest .....................................................................................................................................30

Part A: General Conditions of the Contract

Part A: General Conditions of the Contract

Part B: Special Conditions of the Contract

Part C: Service Levels

PART A – GENERAL CONDITIONS OF CONTRACT

2.1. In this RFP unless a contrary intention is evident:

5. Key Performance Measurements

6. Commencement and Progress

8. Approvals and Required Consents

10. MSI’s Obligations

11. Selection of MSI’s Key Personnel:

12. Changes in MSI’s Key Personnel:

13. Exit of MSI’s Key Personnel:

14. Services provided by OEMs:

15. Software, Licenses obtained by MSI

16. Powers of MSI’s representative(s)/Key Personnel:

17. Setting up of Project Office:

18. Access to Data Center Site

19. Commencement of Installation

20. Reporting Progress

21. Inspection by the Authority:

22. Monitoring of MSI’s performance:

survey/during delivery or installation, MSI detects physical conditions and/or obstructions

24. Project Plan

25. Adherence to safety procedures, rules regulations and restriction

26. Statutory Requirements

27. Authority’s Obligations

29. Intellectual Property Rights

32. Representations and Warranties:

33. Term and Extension of the Contract

34. Dispute Resolution

35. Conflict of interest

37. Force Majeure

40. Transfer of Ownership

41. Exit Management Plan

41.3. In the event of termination or expiry of the Contract, Project implementation, or

PART B – SPECIAL CONDITIONS OF CONTRACT

42. Performance Security

43. Liquidated Damages

3. Supply,  Commissioning of the ground T+7 months 0.3% of the CAPEX

Wherein T is the date of issue of LOA/LOI or Date of signing of the Contract

44. Limitation of Liability:

44.1. Limitation of MSI’s Liability towards the Authority:

45. Ownership and Retention of Documents

46. Information Security

47. Records of contract documents

48. Security and Safety

50. Events of Default by MSI

52. Consequence of Termination

a) In the case of a notice to the Authority:

Attention : The Chief Executive Officer

b) In the case of the MSI

54. Change Control Note (CCN)