Saurashtra Gramin Bank2020/07/24 · P a g e 1 | 72 Saurashtra Gramin Bank Technology Dept. 1st...

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Saurashtra Gramin Bank Technology Dept.

1st Floor, Wing- 2, LIC Jivan Prakash Building, Nr. Mahila College Chowk, Tagore Road, Rajkot

- 360001

Request For Proposal

For

Implementation of Data Exchange Module (DEM) and Cheque Truncation System (CTS) Application

The information provided by the bidders in response to this Request For Proposal (RFP) will

become the property of Saurashtra Gramin Bank and will not be returned. The Bank reserves the

right to amend, cancel, rescind or reissue this RFP and all amendments will be advised to the

bidders and such amendments will be binding upon them. The Bank also reserves its right to

accept or reject any or all responses to this RFP without assigning any reason whatsoever.

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INDEX

POINT

NO.

Description Page No.

BID Details—Schedule of Events

5

1 Introduction 6

2 Scope of Work 6

3 Other Condition 7

4 Regulatory Compliance 7

Instruction to Bidders

1 Eligibility Criteria 8

2 Power of Attorney 8

3 Cost of Bidding 8

4 Bidding Document 9

5 Language of Bid 9

6 Authentication of Erasures/ Overwriting etc. 9

7 Amendment of Bidding Documents 9

8 Validity of Bid Documents 9

9 Late Bid 9

10 Bid Currency 9

11 Location of DEM Implementation 9

12 Bid Earnest Money 9

13 Bidding Process 10

14 Modification and/or withdrawal of Bid 11

15 Contacting the purchaser or putting outside influence 11

16 Terms and conditions of the bidding firms 11

17 Bank’s right to accept or reject any bid or all bids 11

18 Opening of bids 11

19 Clarifications of bid 11

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20 Preliminary examination 11

21 Evaluation and award criteria 12

22 Cancellation of bid/ bidding process 13

23 Delay in the supplier’s performance 13

24 Governing law and disputes 13

25 Use of contract documents and information 13

26 Confidentiality 14

27 Patents rights 14

28 Non-disclosure 14

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Important Clarifications / Abbreviations

The following terms are used in the document interchangeably to mean:

❖ Bank / Purchaser /Saurashtra Gramin Bank means “Saurashtra Gramin Bank‟

❖ RFP - Request For Proposal.

❖ CTS - Cheque Truncation System

❖ CHI - Clearing House Interface

❖ DEM - Data Exchange Module

❖ NPCI - National Payment Corporation of India.

❖ ATS - Annual Technical Support.

❖ Bidder/Supplier – signifies those who purchase this tender document and submit response to it

❖ Successful Bidder –those who have participated in the Bidding Process and found Qualified in

getting the Contract.

❖ OEM - Original Equipment Manufacturer.

❖ Solution provider and Bank shall be collectively referred to as “Parties”.

❖ CBS - Core Banking Solution implemented in the Bank

❖ DR/DRC/DRS/Secondary CH means Disaster Recovery Site.

❖ NS - Near Site

❖ TCO - Total Cost of Ownership

❖ Vendor means Bidder/the Successful Service Provider of the Solution

❖ Problem/Issue/Defect means any flaw within the software system which does not allow the

end user to perform its regular operations as per the specifications / operational guidelines

/functionality requirements in a stipulated timeframe.

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BID Details—Schedule of Events

1. ISSUE OF E-TENDER FROM 02/07/2020 to 06/08/2020 (1 PM)

2. SUBMISSION OF TECHNICAL & FINANCIAL BID

ON OR BEFORE 06/08/2020 (6 PM)

3. OPENING OF TECHNICAL BID ON 07/08/2020 at 12.00 PM onwards

4. OPENING OF FINANCIAL BID ON 07/08/2020 at 04.00 PM onwards

5. DATE OF REVERSE AUCTION ON 09/08/2020

7. Address for communication Email: [email protected] [email protected] [email protected] Website: www.sgbrrb.org

Telephone: 0281- 2482421/22

8. Cost of Earnest Money Deposit (EMD)

Rs. 1,00,000/-

9. Cost of RFP Tender Document Rs. 1,000/- to be credited directly in Saurashtra Gramin Bank account as mentioned further in the document.

mailto:[email protected]



http://www.sgbrrb.org/

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1. INTRODUCTION

Saurashtra Gramin Bank (Sponsored by Govt. of India, Govt. of Gujarat & SBI), established under the Regional Rural Bank Act, 1976, having its Head Office at Wing-2, LIC Jeevan Prakash Building, Nr. Mahila College Chowk, Tagore Road, Rajkot, Gujarat, India, and its Technology Department, hereinafter called “The Bank”, is a RRB having its 264 Branches & Offices in Saurashtra Region of Gujarat.

Bank is already participating in the Cheque Truncation System (CTS) as a sub-member / indirect member

through a well-known bank.

NPCI has released a circular No. NPCI/2018-19/CTS/015 Dt 01.06.2018 Vide which NPCI has informed

that it has upgraded CHI infrastructure and Banks can have an alternate option, called Data Exchange

Module (DEM) for CHI.

The Bank is looking for selecting the Vendor for supply and implementation of DEM (Including all required

hardware) as per DEM specification document – Version 8 provided by NPCI, available on NPCI website at

link https://www.npci.org.in/sites/default/files/circular/DEM%20Specs%20V8.pdf

The Bank invites bids (Technical bid and financial bid) from reputed Organizations/Institutions/Authorized

representatives for Implementation of Data Exchange Module (DEM) for Cheque Truncation System to

support Centralized Clearing House (CCH).

2. SCOPE OF WORK

• Requirement - DEM (Data Exchange Module) & CTS Web Based Application

• Bank requires - DEMs- 2 Licenses- (1 Primary & 1 DR), CTS Application License

The general functionalities to be covered in DEM: -

• Upload outward files to Clearing House (CH) after signing and encryption.

• Download inward files and masters from CH and make them available to Capture System after signature verification and decryption.

• Provide file reconciliation information to CH periodically.

• Perform switchover to Secondary CH as and when DR is invoked at CH

• Perform key and certificate exchange with CH to ensure usage of valid keys for file exchange.

The detailed tasks/activities to be performed by DEM will be as per concept note released by NPCI vide Circular No. NPCI/2018-19/CTS/015 dated 01.06.2018. Bidders may refer related documents on website of NPCI “www.npci.org.in” before applying. References should also be taken from other NPCI Circulars regarding DEM implementation.

The selected bidder is expected to broadly perform the following tasks:

• DEM supply & installation/implementation of complete DEM solution, including required hardware.

• User Training

• Post implementation support

• Certification, Registration with NPCI and white listing of each individual installation of DEM at CH with NPCI.

Documents to be submitted

b) Vulnerability assessment report and IS audit report conducted by Bank

c) Letter in the prescribed format

d) Technical specification document provided by NPCI, vide circular no. NPCI/2018-

19/CTS/18 dated 14.08.2019. Latest Specification document is available at link

https://www.npci.org.in/sites/default/files/circular/DEM%20Specs%20V8.pdf


http://www.npci.org.in/


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3. HSM card need to be provided which will be used for DEM Implementation. At Present DEM will get live on windows server 2016 or above. Any upgrade/reinstallation/reimplementation of DEM to support Windows Server 2016 or above throughout the contract period shall be carried out by the Bidder without any extra cost to the Bank.

4. Primary and Secondary Network Connectivity to be included.

5. There will be a centralized Inward Clearing and decentralized Outward Clearing scanning centers (Branches). Implementation should be in accordance of present set up and added centers in future.

6. The solution should be integrated with all the security solutions / policy implemented by Bank starting day one and shall be updated as per requirement of the Bank from time to time.

7. All security vulnerability/s found during Internal Audits, IS Audit, RBI Audit must be complied by bidder. Bidder has to customize/modify the solution to meet the requirement as per Internal Audits, IS Audit report, RBI Audit report etc. timely and without any extra cost to the bank.

3. Other conditions:

• Term of Project: The vendor will provide services for implementation / rolling-out / support / maintenance of DEM with 3 Years warranty from Go Live date with option of further extension of contract of 1 year each for total 2 years at the same rate and terms & conditions provided services of the bidder is satisfactory and at Bank’s sole discretion. Bank reserves right to cancel the contract at any time in case system fails to meet any of the requirements as mentioned in the RFP.

• DEM & CTS Implementation: Vendor should complete implementation, certification with NPCI and go live of entire Two DEM & CTS within 90 days.

• No right to employment in the Bank shall accrue or arise, at any point of time under this project.

• Bank reserves the right to change the Vendor with one month’s notice to the concerned person of the Company.

• Successful bidder/OEM has to enter into source code agreement with the bank for the DEM software applications. (Only for software/application)

• The offered DEM shall be subjected to Bank’s audit through off-site and on-site scrutiny at any time during the contract period. The auditors may be internal/ external. The vendor should provide solution and implementation for all the audit points raised by bank’s internal/external team during the contract period without any extra cost.

• A detailed agreement will be done with the vendor specifying roles and responsibilities.

• The vendor shall provide the required qualified & trained resources L2 engineer (BE/BTech in Computer Science or Electronics or Information Technology) during testing, deployment and rollout of the offered DEM till signoff of the project. (Min. One person).

• Required technical details/brochure/s of DEM offered by the Bidder duly supported by schematic diagrams and technical specifications of each component offered shall be furnished along with the reasons justifying the requirement/s for each such items/components, accessories and software products as part of the Technical Bid. Bidders should provide all the necessary information as per RFP, failing which their proposals are liable to be rejected.

• Any expenses during contract period for Travelling, Diem etc. will not be paid by the Bank. Vendor has to visit the site as and when required at their own cost.

4. Regulatory Compliance:

The Bidder should comply with NPCI guidelines specified by NPCI for the DEM solution and must comply with the subsequent amendments. The DEM solution should at all-time be compliant with latest standards / guidelines issued by Government/RBI/IBA /IDRBT/NPCI/NABARD/UIDAI/DFS authorities and other Government authorities with regard to DEM implementation. In case of any change in the guidelines (by any of the above-mentioned authorities) throughout the contract period, the bidder would have to comply with the same without any extra cost to the bank. Bidder has to customize/modify the solution to meet the requirement as per RBI / IBA /IDRBT/NPCI/NABARD/UIDAI/DFS etc. requirement within a maximum period of 1 month from the date of issuance of such customization/modifications or earlier, depending upon the level of customization/modification prescribed by the said authorities.

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INSTRUCTION TO BIDDERS

1. ELIGIBILITY CRITERIA FOR THE BIDDER

Only those Bidders who fulfill the following criteria are eligible to respond to the RFP. Offers received from the bidders who do not fulfill any of the following eligibility criteria are liable to be rejected.

➢ The bidder must be a Limited Company, registered in India under the companies Act 1956/2013 (Proof required), Partnership, LLP. A Copy of Letter of Incorporation, Registered partnership deed & registered LLP deed respectively should be submitted.

➢ The bidder should be an OEM, their authorized representative ➢ In case of authorized representative, a letter of authorization from original equipment manufacturer

(OEM) must be furnished.

➢ The Bidder should not be involved in any litigation which threatens solvency of company. ➢ Bidder should not have been black listed by the Government / Government agency / Banks /

Financial Institutions in India during last 3 years

➢ Labour Law Compliance: Bidder should abide by all the statutory Laws including labour laws.

➢ OEM should have registered office in India.

➢ OEM should have direct Technical Assistant Center (TAC) based in India.

➢ The bidder should have support at CPC center of at Rajkot.

➢ The bidder should have a minimum yearly turnover of Rs. 3 crores per year during last 3 years (Audited Balance Sheet for last three Financial Years to be submitted). The bidder should have positive net-worth for the last three years. (Audited Balance Sheet for last three Financial Years to be submitted)

➢ Vendor should have NPCI certification and provide copy of certification.

➢ The bidder should have successfully secured minimum one order from Public/Private Bank for Implementation of Data Exchange Module (DEM) for Cheque Truncation System.

➢ SIGNING OF PRE-CONTRACT INTEGRITY PACT on Rs. 500 Non-Judicial stamp paper.

2. POWER OF ATTORNEY/ AUTHORIZATION LETTER OR RESOLUTION COPY

In case of company, Board Resolution in favor of Authorized Person and Power of Attorney/Authorization letter (from authorized person executed on stamp paper of appropriate value), in case the authorized person delegates authority to another person of the company to sign the Bid documents , is to be submitted with bid documents.

3. COST OF BIDDING

The Bidder shall bear all the costs associated with the preparation and submission of their bid and Saurashtra Gramin Bank, hereinafter referred to as “The Purchaser” or “Bank”, will in no case be responsible or liable for these costs, regardless of the conduct or outcome of the bidding process.

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4. BIDDING DOCUMENT

The Bidder is expected to examine all instructions, forms, terms and conditions in the Bidding Documents. Failure to furnish all information required by the Bidding Documents or submission of a bid not substantially responsive to the Bidding Documents in every respect will be at the Bidders‟ risk and may result in the rejection of its bid without any further reference to the bidder. Bidder should submit the bid strictly as per RFP failing which bid will be rejected as non-responsive.

5. LANGUAGE OF BIDS

The bids prepared by the bidder and all correspondence and document relating to the bids exchanged by the bidder and SAURASHTRA GRAMIN BANK, shall be written in English.

6. AUTHENTICATION OF ERASURES/ OVERWRITING ETC.

Any inter-lineation, erasures or overwriting shall be valid only if the person(s) signing the bid initial(s) them.

7. AMENDMENT OF BIDDING DOCUMENTS

At any time prior to the last Date and Time for submission of bids, the Bank may, for any reason, modify the Bidding Documents through amendments at the sole discretion of the Bank. All amendments shall be uploaded on the Bank’s website (www.sgbrrb.org) and will be binding on all those who are interested in bidding. In order to provide prospective Bidders a reasonable time to take the amendment if any, into account in preparing their bid, the Bank may, at its discretion, extend the deadline for submission of bids.

8. VALIDITY OF BID DOCUMENT

Bid shall remain valid for 90 days from last date of submission of bid prescribed by Saurashtra Gramin Bank. A bid valid for shorter period shall be rejected by the purchaser as non-responsive.

9. LATE BID

Any bid received by the Bank after the deadline for submission of bid will be rejected.

10. BID CURRENCY

Prices shall be expressed in the Indian Rupees only.

11. Location of DEM & CTS Implementation

DEM & CTS solution is to be implemented at Saurashtra Gramin Bank, Rajkot for PR and Surendranagar for DR.

12. BID EARNEST MONEY

Bidder has to submit the Bid Earnest Money (EMD) of Rs.1,00,000/-(Rs. One Lakh Only) and , Proof of Credit of Rs. 1,01,000/- (EMD of Rs. 1,00,000/- and Nonrefundable Tender Document Fee of Rs. 1,000/-) of tender to our Bank A/c. No. 78001648906 with Saurashtra Gramin Bank, Dhebar Road Branch, Rajkot IFSC: SBIN0RRSRGB on or before 30/06/2020 1.00 PM. The details of EMD should be submitted at the time of bid. In case of unsuccessful bidder, EMD will be returned within one month of disqualification (Technically/Commercially) or within one month of completion of tender process, as the case will be and no interest will be payable on EMD amount. The EMD will be returned to the successful bidder upon

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submission of Performance Bank Guarantee and no interest will be payable on EMD amount. MSME bidder is exempted from payment of Earnest Money Deposit if bidder can furnish requisite proof subject to Bank’s satisfaction. It shall be sole responsibility of the participating bidder to make EMD amount claim well in time. Bank shall not be responsible for any delay or payable of interest pertains to return of EMD.

Document cost and EMD shall be exempted for the bidders holding the NSIC/MSME certificate (valid as on the date of submission of the bid) in such case, the successful bidder has to submit the performance bank guarantee on notifying name of the successful bidder. After receiving the valid performance guarantee only the purchase order will be placed. However the EMD of successful Bidder will be returned after submission of Performance Bank Guarantee (PBG).

13. BIDDING PROCESS

1st Phase will be E-tendering: Pre-qualification: Online form should be filled up on web site – https://etender.sbi/SBI/. Technical and Commercial both the bids to be submitted on etender site. Following documents must be submitted in scanned copy and nomenclature should be as mentioned below:

Sr No

Scanned images of following documents to be submitted in soft copy

Nomenclature

1 Signed Documents as mentioned in Annexure – XXI All document as

mentioned to be submitted at the time of technical Bid

2

Proof of Credit of EMD and Tender Fee (Non Refundable) of Rs. 1,01,000 to Bank A/c. No. 78001648906 with Saurashtra Gramin Bank, Dhebar Road Branch, Rajkot IFSC: SBIN0RRSRGB

Fund.pdf

3 Solvency certificate for Rs.50 lac from Public/Private Sector Bank including RRBs & Scheduled Co-operative Banks

Solvency.pdf

4 I.T.PAN, GST Certificate Documents.pdf

5 Empanelment letter with SBI, Public/Private Sector Bank, RRB, Scheduled Co-op. Bank, Govt. Dept. and others

Empanelment.pdf

6 Reference letters from 3 satisfied clients of which preferably two banks

Reference.pdf

a) TECHNICAL BID

• TECHNICAL BID will contain all the supporting documents regarding eligibility criteria, Technical

aspects (Annexure-XI), mentioned in the RFP, and NOT contain any pricing or commercial information at all. In the first stage, only TECHNICAL BIDs will be opened and evaluated. Bids of only those bidders would be evaluated further on Technical parameters who comply with all the eligibility criteria. Only those bidders confirming compliance to all the terms & conditions and technical specifications of RFP document shall be short-listed for commercial stage.

b) COMMERCIAL BID

• In this second stage the Commercial BID of only those bidders will be opened who are technically qualified based on the data submitted on etender site and only those bidders who are technically qualified will be allowed to participate in reverse auction.

https://etender.sbi/SBI/

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MODIFICATION AND/OR WITHDRAWAL OF BIDS

Bids once submitted will be treated as final and no further correspondence will be entertained on this. No bid will be modified after the deadline for submission of bids. No bidder shall be allowed to withdraw the bid, if bidder happens to be successful bidder.

14. CONTACTING THE PURCHASER OR PUTTING OUTSIDE INFLUENCE

Any effort by a bidder to influence the Purchaser in evaluation of the purchaser's bid, bid comparison or contract award decision may result in the rejection of the Bidders' bid. Bidders are forbidden to contact Bank, its staff or its Consultants on any matter relating to this bid from the time of submission of bid to the time the contract is awarded. Any effort on the part of the bidder to influence bid evaluation process, or contract award decision may result in the rejection of the bid. Banks‟ decision will be final and without prejudice and will be binding on all parties.

15. TERMS AND CONDITIONS OF THE BIDDING FIRMS

The bidder has to accept all terms and conditions of the Bank and should not impose any of its own conditions upon the Bank. A bidder who does not accept any or all conditions of the Bank shall be disqualified from the selection process at any stage as deemed fit by the Bank.

16. BANK’s RIGHT TO ACCEPT OR REJECT ANY BID OR ALL BIDS

The Bank reserves the right to accept or reject any bid and annul the bidding process or even reject all bids at any time prior to award of contract, without thereby incurring any liability to the affected bidder or bidders or without any obligation to inform the affected bidder or bidders about the grounds for the purchaser's action. The Bank reserves the right to accept or reject any technology proposed by the vendor (successful bidder) The Bank reserves the right to select more than one vendor.

17. OPENING OF BIDS

All the bids will be opened at the date and time in RFP (as per tender schedule). The date and time of

commercial bid opening will be intimated by tendering website. In the event of the specified date of bid

opening being declared a holiday for Bank, the bids shall be opened at the specified time and place on next

working day.

18. CLARIFICATIONS OF BID

To assist in the examination, evaluation and comparison of bids the Bank may, at its discretion, ask the bidder for clarification and response shall be in writing and no change in the price or substance of the bid shall be sought, offered or permitted .The clarification and response will be subsequently parts of bid.

19. PRELIMINARY EXAMINATION

The Bank will examine the bids to determine whether they are complete, whether any computational errors have been made, whether required information have been provided as underlined in the bid document, whether the documents have been properly signed, and whether bids are generally in order. Bids from agents without proper authorization from the manufacturer as per authorization form shall be treated as non-responsive. Arithmetical errors will be rectified on the following basis. If the supplier does not accept the correction of the errors, its bid will be rejected. If there is discrepancy between words and figures, the amount in the words will prevail. The bid determined as not substantially responsive will be rejected by the Bank and may not be made responsive by the bidder by correction of the non-conformity. The Bank may waive any minor informality or non-conformity or irregularity in a bid, which does not constitute a material deviation, provided such waiver does not prejudice to affect the relative ranking of any bidder.

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20. EVALUATION AND AWARD CRITERIA

After opening of the technical bids, all the documents and Annexure (except commercial documents/ offer) will be evaluated first by the Bank.

i. Technical Evaluation

a. Bid document must be submitted online. (No physical documents must be submitted). All Annexure must be on the letter head of the Bidder, except those which are to be provided by OEM/CA/third party. All documents, addressed to the Bank, should be submitted.

b. All third party documents must be signed by their authorized signatories. Bidder is also required to substantiate whether the person signing the document is authorized to do so on behalf of his/her company. Inability of the bidder to prove the genuineness/authenticity of any third party document may make the bid liable for rejection.

c. Technical bid opening will be done in presence of authorized official of bank. d. First of all, the RFP Cost and EMD of all bidders will be verified. If any RFP Cost/EMD is not

found in order, that bidder will be declared ineligible for further participating in the tender process.

e. After that technical bids will be evaluated based on the eligibility criteria defined in the RFP document. Bids complying with all the eligibility criteria and confirming compliance to all the terms & conditions of RFP document would be further evaluated on technical parameters.

f. Bidders satisfying the technical requirements as determined by the Bank and accepting the terms and conditions of this document shall be short-listed for further process.

g. SAURASHTRA GRAMIN BANK will determine to their satisfaction whether the bidder selected as having submitted the best evaluated responsive bid is qualified to satisfactorily perform the contract. The decision of SAURASHTRA GRAMIN BANK will be final in this regard.

h. The determination will take into account bidder’s financial, technical information as per RFP, based on an examination of documentary evidence submitted by bidders.

i. The Bank reserves the right to accept or reject any product/ item/ technology/ module/ functionality proposed by the bidder without assigning any reason thereof. The Bank also reserves the right to reject any Bid, in case any of the Technical Specification as per NPCI’s Specification Version 8 is not in compliance to Bank’s requirement. Decision of the Bank in this regard shall be final and binding on the bidders.

j. Technical bid giving your compliance for Annexure-B accepting terms and conditions must be submitted as per Annexure-A.

k. Proof of Credit of Rs. 1,01,000/- (EMD of Rs. 1,00,000/- One Lakh Only and, Tender Document Fee of Rs. 1,000/-) of tender to our Bank A/c. No. 78001648906 with Saurashtra Gramin Bank, Dhebar Road Branch, Rajkot IFSC: SBIN0RRSRGB on or before 30/06/2020 1.00 PM. Document evidence should be submitted online.

l. The annual turnover should be more than Rs. 3 Crore during last 3 years. Net worth of the vendors should be positive. Document evidence should be submitted in Technical Bid named as FY2017_18, FY2018_19 and FY2019_20.

m. Solvency certificate of at least of Rs. 50 lakh from any public / private sector bank including Regional Rural Bank & Schedule Co-Operative Bank should be attached in Technical Bid Solvency.

n. Income Tax PAN, GST Certificate should be attached in Technical Bid Documents. o. Any existing empanelment with Govt., SBI or any other public sector/ private bank/ other banks

should be provided. The list of clients with the satisfactory performance certificate (01/04/2013 onwards) from minimum 3 organizations (out of which 1 preferably be from Banking Sector) should be submitted.

p. The Vendors should have Local Service Centre at Rajkot with adequate Inventory of Spares. The vendors should have Omni-presence allover Saurashtra & Gujarat at all major centers with sufficient staff strength.

q. All attachments must be in A4 Page Setup only. r. Only technically qualified vendors will be allowed to participate in Financial Bid opening /

reverse auction.

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ii. Commercial Evaluation:

a. The technically qualified bidders will be informed by Bank / ETL and they shall participate in the

Online reverse auction and quote prices as per Annexure-XIV to be conducted by M/s. E-Procurement Technologies Ltd. (ETL). ETL will train the bidders for this purpose and they will have to abide by the E-Business rules framed by them and duly approved by the Bank. Since this e-Procurement tender is through online reverse auction, the Price Bid should not be submitted by any other mean other than e-Procurement tender.

b. Product brochures should be attached in soft copy. Prices are to be quoted most competitive, inclusive of Three years onsite warranty, installation and maintenance. The prices will be inclusive of all taxes, duties and transportation but excluding GST.

c. The L1 criterion decided by the Banks are: “The bidder whose Total Cost of Ownership is least among all bidders as per their offered/ quoted price in reverse auction, will be declared as L1 vendor.”

d. In order to participate in e-tendering & online reverse auction; vendor should have Digital Signature. For more information on participating for this reverse auction contact ETL, Landline: 079-61200 579/580/567/566.

e. If there is a discrepancy between unit price and the total price that is obtained by multiplying the unit price and quantity, the unit price shall prevail and total price shall be corrected. Any totaling mistake shall also be corrected. If the supplier does not accept the correction of the errors, its bid will be rejected.

21. CANCELLATION OF BID/ BIDDING PROCESS

SAURASHTRA GRAMIN BANK reserves the right to accept or reject any bid and annul the bidding process and reject all bids at any time prior to award of contract, without thereby incurring any liability to the affected bidder or bidders or any obligation to inform the affected bidder or bidders of the ground for its action.

22. DELAY IN THE SUPPLIER’S PERFORMANCE

Delivery of the goods and performance of the Services shall be made by the supplier in accordance with the time schedule specified by Bank at the time of Agreement.

23. GOVERNING LAW AND DISPUTES

All disputes or differences whatsoever arising between the parties out of or in relation to the construction, meaning and operation or effect of these Tender Documents or breach thereof shall be settled amicably. If, however, the parties are not able to solve them amicably, the same shall be settled by arbitration in accordance with the applicable Indian Laws, and the award made in pursuance thereof shall be binding on the parties. The Arbitrator/Arbitrators shall give a reasoned award. Any appeal will be subject to the exclusive jurisdiction of courts at Rajkot. The bidder shall continue work under the Contract during the arbitration proceedings unless otherwise directed in writing by the Bank or unless the matter is such that the work cannot possibly be continued until the decision of the arbitrator or the umpire, as the case may be, obtained. The venue of the arbitration shall be Rajkot.

24. USE OF CONTRACT DOCUMENTS AND INFORMATION

The bidder shall not, without the Banks prior written consent, make use of any document or information provided by the Bank or otherwise except for purposes of performing contract. Successful bidder will have

to sign Bank’s approved Non-Disclosure Agreement (NDA). (ANNEXURE-XIX)

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25. CONFIDENTIALITY

The bidder shall not, without the written consent of the Bank, disclose the contract or any provision thereof, any specification, or information furnished by or on behalf of the Bank in connection therewith, to any person(s). The bidder shall not, without the prior written consent of the Bank, make use of any document or information except for purposes of performing this agreement.

26. PATENTS RIGHTS

The supplier shall indemnify the Bank against all third party claims of infringement of patent, trademark or industrial design rights arising from use of the Goods, or any part thereof in India. ❖ The supplier shall, at their own expense, defend and indemnify the Bank against all third party

claims or infringement of intellectual Property Right, including Patent, trademark, copyright, trade secret or industrial design rights arising from use of the products or any part thereof in India or abroad.

❖ The supplier shall expeditiously extinguish any such claims and shall have full rights to defend itself there from. If the Bank is required to pay compensation to a third party resulting from such infringement, the supplier shall be fully responsible therefore, including all expenses and court and legal fees.

❖ The Bank will give notice to the Supplier of any such claim without delay, provide reasonable assistance to the Supplier in disposing of the claim, and shall at no time admit to any liability for or express any intent to settle the claim.

❖ The Supplier shall grant to the Bank a fully paid-up, irrevocable, non-exclusive license throughout the territory of India or abroad to access, replicate and use software (and other software items) provided by the supplier, including-all inventions, designs and marks embodied therein in perpetuity.

27. NON DISCLOSURE

By virtue of Contract, as and when it is entered into between the Bank and the successful bidder, and its implementation thereof, the successful bidder may have access to the confidential information and data of the Bank and its customers. The successful bidder will enter into a Non-Disclosure Agreement (Annexure-XIX) to maintain the secrecy of Bank’s data as per following: -

That the successful bidder will treat the confidential information as confidential and shall not disclose to any third party. The successful bidder will also agree that its employees, agents, sub-contractors shall maintain confidentiality of the confidential information.

• That the successful bidder will agree that it shall neither use, nor reproduce for use in any way, any

confidential information of the Bank without consent of the Bank. That the successful bidder will also agree to protect the confidential information of the Bank with at least the same standard of care and procedures used by them to protect its own confidential Information of similar importance. Without limitation of the foregoing, the successful bidder shall use reasonable efforts to advise the Bank immediately in the event that the successful bidder learns or has reason to believe that any person who has had access to confidential information has violated or intends to violate the terms of the Contract to be entered into between the Bank and the successful bidder, and will reasonably cooperate in seeking injunctive relieve against any such person.

• That if the successful bidder hires another person to assist it in the performance of its obligations under the Contract, or assigns any portion of its rights or delegates any portion of its responsibilities or obligations under the Contract to another person, it shall cause its assignee or delegate to be bound to retain the confidentiality of the confidential information in the same manner as the Bidder is bound to maintain the confidentiality. This clause will remain valid even after the termination or expiry of this agreement.

• That the successful bidder will strictly maintain the secrecy of Bank’s data.

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1 SCOPE OF WORK:-

TERMS AND CONDITIONS

Annexure-I

• Requirement - DEM (Data Exchange Module) & CTS Web Based Application

• Bank requires - DEMs- 2 Licenses- (1 Primary & 1 DR), CTS Application License

The general functionalities to be covered in DEM: -




• Perform switchover to Secondary CH as and when DR is invoked at CH


• Integration with CTS Capture System of the CPC and CH/CCH of NPCI.

The detailed tasks/activities to be performed by DEM will be as per concept note released by NPCI vide Circular No. NPCI/2018-19/CTS/015 dated 01.06.2018. Bidders may refer related documents on website of NPCI “www.npci.org.in” before applying. References should also be taken from other NPCI Circulars regarding DEM implementation.

The selected bidder is expected to broadly perform the following tasks:

• DEM supply & installation/implementation of complete DEM solution, including required hardware.

• User Training


• Certification, Registration with NPCI and white listing of each individual installation of DEM at CH with NPCI.


b) Vulnerability assessment report and IS audit report conducted by Bank



19/CTS/18 dated 14.08.2019. Latest Specification document at link


HSM card need to be provided which will be used for DEM Implementation. At Present DEM will get live on windows server 2012 R2. Any upgrade/reinstallation/reimplementation of DEM to support Windows Server 2012 R2 or above throughout the contract period shall be carried out by the Bidder without any extra cost to the Bank.

Primary and Secondary Network Connectivity to be included. There will be a centralized Inward Clearing and decentralized Outward Clearing scanning centers (Branches). Implementation should be in accordance of present set up and added centers in future.

The solution should be integrated with all the security solutions /policy implemented by Bank starting day one and shall be updated as per requirement of the Bank from time to time. All security vulnerability/s found during Internal Audits, IS Audit, RBI Audit must be complied by bidder.

Bidder has to customize/modify the solution to meet the requirement as per Internal Audits, IS Audit report, RBI Audit report etc. timely and without any extra cost to the bank.



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2 Other conditions:

• Term of Project: The vendor will provide services for implementation / rolling-out / support / maintenance of DEM with 3 Years warranty from Go Live date with option of further extension of contract of 1 year each for total 2 years at the same rate and terms & conditions provided services of the bidder is satisfactory and at Bank’s sole discretion. Bank reserves right to cancel the contract at any time in case system fails to meet any of the requirements as mentioned in the RFP.

• DEM & CTS Implementation: Vendor should complete implementation, certification with NPCI and Complete Installation of 2 DEMs & CTS within 90 days.

• No right to employment in the Bank shall accrue or arise, at any point of time under this project.

• Bank reserves the right to change the Vendor with one month’s notice to the concerned person of the Company.

• Successful bidder/OEM has to enter into source code agreement with the bank for the DEM software applications. (Only for software/application)

• The offered DEM shall be subjected to Banks audit through off-site and on-site scrutiny at any time during the contract period. The auditors may be internal/ external. The vendor should provide solution and implementation for all the audit points raised by bank’s internal/external team during the contract period without any extra cost.

• A detailed agreement will be done with the vendor specifying roles and responsibilities.

• The vendor shall provide the required qualified & trained resources L2 engineer (BE/BTech in Computer Science or Electronics or Information Technology) during testing, deployment and rollout of the offered DEM till signoff of the project. (Min. One person).

• Required technical details/brochure/s of DEM offered by the Bidder duly supported by schematic diagrams and technical specifications of each component offered shall be furnished along with the reasons justifying the requirement/s for each such items/components, accessories and software products as part of the Technical Bid. Bidders should provide all the information necessary as per RFP, failing which their proposals are liable to be rejected.

• Any expenses during contract period for Travelling, Diem etc. will not be paid by the Bank. Vendor has to visit the site as and when required at their own cost.

3 Regulatory Compliance: The Bidder should comply with NPCI guidelines specified by NPCI

for the DEM solution and must comply with the subsequent amendments. The DEM solution should at all-time be compliant with latest standards / guidelines issued by Government/RBI/IBA /IDRBT/NPCI/NABARD/UIDAI/DFS authorities and other Government authorities with regard to DEM implementation. In case of any change in the guidelines (by any of the above-mentioned authorities) throughout the contract period, the bidder would have to comply with the same without any extra cost to the bank. Bidder has to customize/modify the solution to meet the requirement as per RBI / IBA /IDRBT/NPCI/NABARD/UIDAI/DFS etc. requirement within a maximum period of 1 month from the date of issuance of such customization/modifications or earlier, depending upon the level of customization/modification prescribed by the said authorities.

4 SIGNING OF CONTRACT

The successful bidder(s) shall mandatorily enter into a Service Level Agreement (SLA), Non-Disclosure Agreement (NDA) and integrity Pact (IP) with Bank, within 30 working days of the award of the tender or within such extended period as may be permitted by the Bank. The letter of acceptance and such other terms and conditions as may be determined by the Bank to be necessary for the due performance of the work in accordance with the Bid and the acceptance thereof, with terms and conditions shall be contained in a Memorandum of Understanding to be signed at the time of execution of the Form of Contract. If the contract is not signed within the given period (30 working days), the EMD will be forfeited after a grace period of 15 working days. The bidder has to accept all terms and conditions of the Bank and should not impose any of its own conditions upon the Bank. A bidder who does not accept any or all conditions of the Bank shall be disqualified from the selection process at any stage as deemed fit by the Bank.

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5 PERFORMANCE BANK GUARANTEE (PBG) – (Annexure-E)

i. The successful bidder has to submit the Performance Bank Guarantee (PBG), detailed as under: a) The successful bidder will have to submit Performance Bank Guarantee amounting to 10 %

of Purchase Order within one month from the date of purchase order & valid for a period of 5 years and 12 Months (grace period) from the date of entering into contract.

b) The Bank Guarantee should be issued by any Public Sector Bank or scheduled Commercial Bank, as per RBI guideline other than Saurashtra Gramin Bank.

c) The Performance Bank Guarantee will be furnished for due performance of the offered Solution.

d) In case vendor submits any false information or declaration letter during the tender process or period of rate contract, Bank shall invoke the EMD/ Performance Bank Guarantee submitted by the bidder to recover penalty/damages. In case vendor fails to perform the contract, Bank shall invoke the Performance Bank Guarantee to recover penalty/damages.

e) The PBG (Performance bank guarantee) shall be effective and if required to be extended during the currency / extended time of the contract period. The Bidder shall be liable for extending the validity date and claim period of Bank guarantees as and when it is due, on account of non-completion of the project.

f) Bank shall invoke Bank guarantee before the expiry of validity, if work is not completed as per time scheduled and the guarantee is not extended, or if the Bidder fails to complete his obligations under the contract. The assessment of performance will be the sole discretions of Bank. Bank shall be notifying the Bidder in writing before invoking Bank guarantee.

6 ACCEPTANCE OF ORDER (ORDER PLACEMENT)

Orders will be placed by Technology Dept., Head Office, Saurashtra Gramin Bank, Rajkot. The vendor (successful bidder) shall have to accept and acknowledge orders within 7 working days from the date of order placement. Bank has a right to cancel the order and forfeit the entire EMD amount if the same is not accepted within a period of 7 working days from the date of order, otherwise it will be considered as accepted.

7 NOT ACCEPTANCE/ NON EXECUTION OF ORDER

In case the bidder shortlisted through this RFP process (hereinafter called “vendor”) refuses to accept / execute the order, Bank will procure the same from the other Vendor as per existing terms & conditions and rate accepted by Vendor. The said vendor will have to bear the difference of cost if any of such item / product purchased by Bank from other vendor (Bank is having all the rights to recover the difference/ penalty amount from PBG as well as any amount payable to the said vendor). Bank also reserves the right to blacklist/debar the said vendor in such eventuality without giving any notice thereof in this regard for a period of further three years from the date of blacklisting/debarment.

8 TRAINING

For DEM Solution, the supplier is required to train the Bank ’s designated staff at CPC and end-user personnel at Outward CTS branches onsite free of cost to enable them to effectively operate the total system.

• The bidder shall impart free of cost 3 days complete administration training of complete DEM module to 5 officials of the Bank preferably in CPC after completion of installation and prior to Sign- off. The training should cover complete administration of the application and should be on site.

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• The bidder also to arrange for free of cost 5 days OEM certified training for three officials of the Bank within three months of sign-off preferably in CPC Branch. The training should be as per the OEM curriculum on basic and advanced administration of DEM and should be classroom based.

9 DELIVERY

Complete Implementation: Bidder shall be responsible for go live of DEM Solution with complete implementation of DEM & CTS within 90 days from the date of Purchase Order.

10 PAYMENT

Payment will be made as per the following schedule: -

*A -License Cost & implementation cost for DEM implementation for CTS service Branch (Initially ordered) .

Eligible Amount

Sign Off of complete solution with all modules/functionalities**

85% of (A)

After three months of sign-off 15% of (A)

Subsequent PO placed for Licenses (If required, at any time during contract period)

As per the terms defined above after three months of delivery

Invoice to be submitted at CPC Payment will be made by Technology Dept. Head Office.

* Cost of the project and its components shall remain the same during the contract period. ** Sign off will be given only after successful implementation as per the scope of work & testing along with OEM‟s certificate of satisfactory implementation.

NOTE: 100% of any item is the eligible amount after deduction of Penalty, if any.

In case of delayed delivery or incorrect delivery, then date of receipt of the correct and final component shall be treated as delivery date for penalty and other calculation. Bidder shall quote all the figures in numbers followed by in words enclosed in brackets in all commercial bid. Payment will be released by Technology Dept., Head Office for all items as above. Vendor will submit invoice as per payment schedule as above. Further, the above payments will be released only after submission of i) PBG (Performance Bank Guarantee) ii) signing of SLA (including Do & Don’t) iii) IP (Integrity Pact) iv) NDA (Non-Disclosure Agreement) by Successful Bidder.

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11 ONSITE TECHNICAL SUPPORT (OTS) During Implementation Period:

The Bidder shall provide requisite skilled resources (L2 or above) during the implementation period at PR and DR Site Center during Implementation period without any extra cost to the Bank. The L2 resources deployed should have requisite knowledge and experience required for management and monitoring of the overall operations of offered appliance. After completion of implementation & one month after go live, the bidder must start online support (if necessary personal) till warranty period.

Qualification: L2 / skilled resources should hold a degree in BE / B.Tech in computer science / Electronics engineering/ Information Technology

12 PENALTY CLAUSE

13.1-(A) - Delay in implementation.(DEM & CTS Application Cost)

S.N Item Expected Timeline Penalty Threshold of

Delay

1 Complete Implementation of all 2 DEM ( PR & 1DR) & CTS Application

Within 90 working days from the date of Purchase Order,

0.5% of (A) for a fortnight delay

5 Month from the date of PO

Bank reserves the right to Cancel the Purchase Order, Terminate the Contract, Forfeit the Performance Bank Guarantee and Blacklist the Vendor, in case the Vendor exceeds the threshold limit of Delay for any of the items above. Bank, at its sole discretion, may exercise any or all of the options against the Vendor, in such circumstances. Bank will send notice to bidder in this regard.

13 Penalty due to Downtime

After implementation of the complete solution (DEM & CTS), Penalty will be deducted for downtime of the system as below Uptime (U)

SLA will be monitored on Half Yearly basis. Penalty due to downtime, during three year of warranty period will be deducted from any subsequent payment to be made to the Vendor. (Refer Annexure F - Service Levels)

14.1 Absence of online support: Post implementation period immediate online support

to be start by bidder for any issue arising in operation with DEM & CTS till the time of warranty period and if necessary personal visit also to be conducted. In case the issue is not resolved within 24 hours of lodging the complaint a Penalty would be deducted @0.05% of the Cost of DEM & CTS License, Penalty as in 13.1 are not mutually exclusive of each other i.e. each type of penalty can be levied simultaneously. Maximum deducted penalty of one type will not affect any other type of penalty i.e. all types of penalties can be levied upto their maximum limit simultaneously. (Up to a maximum of 10% of the TCO (Total Cost of Ownership).

The penalty will be recovered from either License Cost or implementation cost or to be paid by the bidder. The bidder will have to pay the penalty amount as and when demanded by the bank, within 15 days from the demand date, otherwise bank reserves the right to recover the same from the amounts payable by Bank.

Uptime (U) Penalty as % of (Cost of DEM & CTS License)

>99.96% NIL <=99.96 to >98.0 2%

<=98.0 to >97.0 4% <=97.0 to >96.0 6%

<=96.0 to >95.0 8%

Below 95.0% 10%

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14 SERVICE LEVEL AGREEMENT The selected vendor will also have to enter into a Service level agreement for Service Support and Maintenance of solution as per the terms and conditions of the RFP and covering the scope of work and technical requirements. The non-delivery of services or non-response or any breach of information will lead to penalty. The penalty is applicable in respect of non-delivery of services/ support as per the requirement of this RFP. The onsite engineers/representative deployed by the successful vendor will not claim any benefit from the Bank and any loss or damage to the Bank due to them will be the sole responsibility of the Vendor. (ANNEXURE-F)

15 TAXES i. The rates quoted in commercial bid should be inclusive of all charges except GST. GST shall be

paid to the bidder on actual basis at the rate applicable. The rate of applicable GST should be informed and charged separately in the invoice generated for supply of the product. TDS will be deducted as per applicable rates.

ii. Bidder shall provide necessary documentary proof for the same. Bank on production of relative payment receipts / documents will pay GST if any. If the Bidder makes any conditional or vague offers, without conforming to these guidelines, Bank will treat the prices quoted as in conformity with these guidelines and proceed accordingly.

iii. Goods and Services Taxes (GST) and its Compliance

iv. Goods and Services Tax Law in India is a Comprehensive, multi-stage, destination-based tax that will be levied on every value addition. Bidder shall have to follow GST Law as per time being enforced along with certain mandatory feature mentioned hereunder:

o TDS (Tax Deducted on Source) is required to be deducted as applicable under GST Law, on

the payment made or credited to the Bidder of taxable goods and services. It would enhance the tax base and would be compliance and self-maintaining tax law based on processes. The statutory compliances contained in the statues include obtaining registration under the GST law by the existing assesses as well as new assesses, periodic payments of taxes and furnishing various statement return by all the registered taxable person

o It is mandatory to pass on the benefit due to reduction in rate of tax or from input tax credit (ITR) to Bank by way of commensurate reduction in the prices under the GST Law

o If Bidder is blacklisted in the GST (Goods and Services Tax) portal or rating of a Bidder falls below a mandatory level, as decided from time to time, may be relevant ground for cancellation of Contract

o Bank shall deduct tax at source, if any, as per the applicable law of the land time being enforced. The Bidder shall pay any other taxes separately or along with GST if any attributed by the Government Authorities including Municipal and Local bodies or any other authority authorized in this regard.

16 INFORMATION SECURITY

Successful Bidder upon selection will provide an undertaking to comply with all the present and future provisions of the Information Security Policy/Guidelines of RBI, Respective Govt. Agencies and the Bank and provide such regulatory requirements at no additional cost to Bank during the warranty period. The Application may be audited by RBI/any other Regulatory Authority and any observation pointed out by these bodies have to be complied by the vendor within the timelines stipulated by the regulatory agencies, without any additional cost to the Bank. The offered DEM solution shall be subjected to Bank’s audit through off-site and on-site scrutiny at any time during the contract period. The auditors may be internal/ external. The vendor should provide DEM Solution and implementation for all the audit points raised by Bank’s internal/external team during the contract period, within the stipulated timelines, without any extra cost.

17 REFUND OF EMD:

➢ Unsuccessful bidder's EMD will be discharged/ returned as promptly as possible but not later than 30

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days after the expiration of the period of tender validity prescribed by the Purchaser ➢ The successful Bidder's EMD will be discharged upon the Bidder signing the Contract and furnishing

performance bank guarantee, ➢ The EMD may be forfeited:

a. if a Bidder (i) withdraws its tender during the period of tender validity; or (ii) does not accept the correction of arithmetic errors; or

b. in case of a successful Bidder, if the Bidder fails: i. to sign the Contract; or ii. to furnish security deposit.

18 LIQUIDATED DAMAGES Bank will consider the inability of the Bidder to deliver or install including integrate the Server or associated equipment within the specified time limit, as a breach of contract and would entail the payment of Liquidation Damages on the part of the Bidder . The liquidation damages represent an estimate of the loss or damage that Bank may have suffered due to delay in performance of the obligations (relating to delivery, installation, warranty, maintenance etc.) by the Bidder. Installation will be treated as incomplete in one/all of the following situations:

• Non-delivery of any component or other services mentioned in the order Non-delivery of supporting documentation Delivery/Availability, but no installation of the components and/or software No Integration

• System operational but unsatisfactory to Bank

• If the Bidder fails to deliver any or all of the Goods or perform the Services within the time period(s) specified in the Contract or contract duration, Bank shall, without prejudice to its other remedies under the Contract, deduct from the Contract Price, as liquidated damages, a sum equivalent to 1% of the complete contract amount until actual delivery or performance, per week or part thereof (5 days will be treated as a week); and the maximum deduction is 10% of the contract price. Once the maximum is reached, Bank may consider termination of the contract, invoke of bank guarantee or any other rights as deem fit.

• Bank shall invoke the performance guarantee in case the Bidder fails to discharge their contractual obligations during the period of contract or Bank incurs any loss due to Bidder’s negligence in carrying out the project implementation as per the agreed terms & conditions. Bidder shall have to submit fresh Performance Bank Guarantee of the same amount as submitted earlier in case PBG is invoked by Bank.

• The Banks‟ is entitled to withhold (deduct) from the purchase price or any other amount which is due to supplier from this contract by invoking bank guarantee or any other contract. (Annexure-XVIII).

19 REVIEW, CO-ORDINATION, MONITORING & FOLLOW UP OF DEM ITEMS i.e. SERVICE LEVEL OF VENDOR

I. The vendor shall provide contact details, phone numbers, e-mail ids mapped for all the areas in, provide complete details of support set-up including Name of Persons, Name of offices, Support centers for each CPC & Outward service Branch.

II. The responsible contact persons, support persons of vendor shall regularly visit the CPC to coordinate the activities and provide support at branches/offices. III. CPC & Outward service Branches shall have regular meetings as and when required with vendor to review and monitor the following:-

a. Support issues outstanding in all the offices of the CPC and service Branches.

b. Any Other issues in all the offices of the CPC & Outward service Branches.

IV. The vendor will provide complete Escalation Matrix of various levels and any change accruing in it from time to time.

20 DELAYS IN THE SUPPLIER’S PERFORMANCE

Delivery of the DEM Solution and performance of the Services shall be made by the supplier in accordance with the time schedule specified by Bank. Any delay in performing the obligation by the supplier will result in

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imposition of liquidated damages and/or termination of contract for default.

21 INDEMNITY

The Bidder shall indemnify, protect and save Bank and hold Bank harmless from and against all claims, losses, costs, damages, expenses, action suits and other proceedings, (including reasonable attorney fees), relating to or resulting directly or indirectly from (i) an act or omission of the Bidder, its employees, its agents, or employees of the consortium in the performance of the services provided by this contract, (ii) breach of any of the terms of this RFP or breach of any representation or warranty by the Bidder, (iii) use of the deliverables and or services provided by the Bidder, (iv) infringement of any patent, trademarks, copyrights etc. or such other statutory infringements in respect of all components provided to fulfill the scope of this project. Bidder shall further indemnify Bank against any loss or damage to Bank’s premises or property, Bank’s data, loss of life, etc., due to the acts of the Bidder’s employees or representatives. The Bidder shall further indemnify Bank against any loss or damage arising out of loss of data, claims of infringement of third-party copyright, patents, or other intellectual property, and third-party claims on Bank for malfunctioning of the equipment or software or deliverables at all points of time, provided however, (i) Bank notifies the Bidder in writing immediately on aware of such claim, (ii) the Bidder has sole control of defense and all related settlement negotiations, (iii) Bank provides the Bidder with the assistance, information and authority reasonably necessary to perform the above, and (iv) Bank does not make any statement or comments or representations about the claim without prior written consent of the Bidder, except under due process of law or order of the court. It is clarified that the Bidder shall in no event enter into a settlement, compromise or make any statement (including failure to take appropriate steps) that may be detrimental to Bank’s (and/or its customers, users and Bidders) rights, interest and reputation. The Bidder shall be responsible for any loss of data, loss of life, etc., due to acts of Bidder’s representatives, and not just arising out of gross negligence or misconduct, etc., as such liabilities pose significant risk. The Bidder including its sub-contractor or any of its representative shall indemnify to Bank any loss damage or cost /compensation arising out the breach of the data associated with citizen of any country and the same has penal obligation under that country/union or member country. Bank shall not be held liable for and is absolved of any responsibility or claim/Litigation or penal liability arising out breach of data by service provider including its sub-contractor/s pertains to Citizen or Non-citizen being the customer of Bank or thereafter, if the same has penal obligation with that country. Service provider/bidder shall indemnify to Bank regarding breach of the data associated with citizen of any country during the currency of customer with bank or thereafter if the same is punishable under that country. The Bidder should take full responsibility for its and its employee’s actions. Further, since Bank’s data could be integrated/used under Bidder provided software and since the Bidder would be managing the DC, the Bidder should be responsible for loss/compromise or damage to Bank’s data. ➢ The Bidder’s should indemnify Bank (including its employees, directors or representatives) from and

against claims, losses, and liabilities arising: ➢ Non-compliance of the Bidder with Laws / Governmental Requirements ➢ IP infringement ➢ Negligence and misconduct of the Bidder, its employees, and agents ➢ Breach of any terms of RFP, Representation or Warranty ➢ Act or omission in performance of service. ➢ Loss of data

➢ Indemnity would be limited to court awarded damages and shall exclude indirect, consequential and incidental damages. However, indemnity would cover damages, loss or liabilities suffered by Bank arising out of claims made by its customers and/or regulatory authorities.

➢ The Bidder shall not indemnify Bank for:

o Any loss of profits, revenue, contracts, or anticipated savings or o Any consequential or indirect loss or damage however caused, provided that the claims

against customers, users and Bidders of Bank would be considered as a “direct” claim. o The Bidder shall indemnify Bank in case of any mismatch of ITC (Input Tax Credit) in the

GSTR 2A, where Bank does not opt for retention of GST component on supplies. ➢ Bidder shall indemnify to Bank, if cyber threatened /crime/hacking or any related offence occurs due

to use of solution/software supplied (including support services) or any other manner provided in this regard.

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22 CANCELLATION OF PURCHASE ORDER

BANK reserves the right to cancel the contract placed on the selected bidder and recover expenditure incurred by Bank under the following circumstances:- ▪ The supplier/BIDDER commits a breach of any of the terms and conditions of the RFP. ▪ The bidder goes into liquidation, voluntarily or otherwise. ▪ An attachment is levied or continues to be levied for a period of seven days upon effects of the bid. ▪ If the selected bidder fails to complete the assignment as per the time lines prescribed in the RFP

and the extension if any allowed, it will be a breach of contract. Bank reserves its right to cancel the order in the event of delay and forfeit the security amount as liquidated damages for the delay.

▪ If deductions on account of liquidated damages exceeds more than 10% of the total contract price. ▪ After award of the contract, if the selected bidder does not perform satisfactorily or delays execution

of the contract, BANK reserves the right to get the balance contract executed by another party of its choice by giving one month’s written notice for the same. In this event, the selected bidder is bound to make good the additional expenditure, which BANK may have to incur in executing the balance contract. This clause is applicable, if for any reason, the contract is cancelled. In addition to the cancellation of purchase order, Bank reserves the right to invoke Bank Guarantee given by the supplier to appropriate the damages and also to black list the supplier from participating in any future RFP or other process of Bank.

▪ BANK reserves the right to recover any dues payable by the selected bidder from any amount outstanding to the credit of the selected bidder, including the pending bills under this contract.

▪ Bank reserves its right to cancel the order in the event of one or more of the following situations:- ▪ Delays in delivery beyond the specified period for delivery. ▪ Serious discrepancy in noticed during the pre-dispatch factory inspection or during Installation. ▪ In addition to cancellation of purchase order, Bank reserves the right to invoke Bank Guarantee

given by the successful bidder to appropriate the damages and also to black list the bidder from participating in any future tender process of Bank.

23 TERMINATION OF CONTRACT

A. Termination for Default

Bank, without prejudice to any other remedy for breach of contract, by 30 days written notice of default sent to the Successful Bidder, may terminate this Contract in whole or in part:

a. if the Successful Bidder fails to deliver any or all of the deliverables / milestones within the period(s)

specified in the Contract, or within any extension thereof granted by Bank; or; b. If the Successful Bidder fails to perform any other obligation(s) under the contract. c. If the Successful Bidder, in the judgment of Bank has engaged in corrupt or fraudulent practices in

competing for or in executing the Contract.

• Corrupt practice means the offering, giving, receiving or soliciting of anything of value or influence the action of a public official in the procurement process or in contract execution; and “fraudulent practice” means a misrepresentation of facts in order to influence a procurement process or the execution of a contract to the detriment to Bank, and includes collusive practice among Bidders ( prior to after bid submission) designed to establish bid prices at artificial non‐competitive levels and to deprive Bank of the benefits of free and open competition.

• In the event, Bank terminates the Contract in whole or in part, Bank may procure, upon such terms and in such manner as it deems appropriate, Goods or Services similar to those undelivered, and the Successful Bidder shall be liable to Bank for any excess costs for such similar Goods or Services. However, the Successful Bidder shall continue performance of the Contract to the extent not terminated when the value of the liquidated damages exceeds 10% of the contract value.

• In case the contract is terminated then all undisputed payment will be given to Bidder, but disputed payment shall be adjusted by way of penalty from invoices or Performance Bank

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Guarantee.

B. Termination for Insolvency

If the Bidder becomes bankrupt or insolvent, has a receiving order issued against it, compounds with its creditors, or, if the Bidder is a corporation, a resolution is passed or order is made for its winding up (other than a voluntary liquidation for the purposes of amalgamation or reconstruction), a receiver is appointed over any part of its undertaking or assets, or if the Bidder takes or suffers any other analogous action in consequence of debt; then Bank plans to, at any time, terminate the contract by giving written notice to the Bidder. If the contract is terminated by Bank in terms of this Clause, termination will be without compensation to the Bidder, provided that such termination will not prejudice or affect any right of action or remedy which has accrued or will accrue thereafter to Bank. In case, the termination occurs before implementation in all the locations in terms of this clause, Bank is entitled to make its claim to the extent of the amount already paid by Bank to the Bidder.

C. Termination – Key Terms & Conditions

Bank reserves the right to terminate the agreement with the Bidder /Bidder at any time by giving Thirty (30) days prior written notice to the Bidder.

Bank shall also be entitled to terminate the agreement at any time by giving notice, if the Bidder

a) has a winding up order made against it; or b) has a receiver appointed over all or substantial assets; or c) is or becomes unable to pay its debts as they become due; or d) enters into any arrangement or composition with or for the benefit of its creditors; or e) Passes a resolution for its voluntary winding up or dissolution or if it is dissolved.

The Bidder shall have right to terminate only in the event of winding up of Bank. Bank will specify the period for remedying any defect.

D. Consequences of Termination

• In the event of termination of the Contract due to any cause whatsoever, [whether consequent to the stipulated term of the Contract or otherwise], BANK 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 Service(s) which the Bidder shall be obliged to comply with and take all available steps to minimize loss resulting from that termination/breach, and further allow the next successor Bidder to take over the obligations of the erstwhile Bidder in relation to the execution/continued execution of the scope of the Contract.

• In the event that the termination of the Contract is due to the expiry of the term of the Contract, a decision not to grant any (further) extension by BANK, the Vendor herein shall be obliged to provide all such assistance to the next successor Vendor or any other person as may be required and as BANK may specify including training, where the successor(s) is a representative/personnel of BANK to enable the successor to adequately provide the Service(s) hereunder, even where such assistance is required to be rendered for a reasonable period that may extend beyond the term/earlier termination hereof.

• Nothing herein shall restrict the right of BANK to invoke the Performance Bank Guarantee and other guarantees, securities furnished, enforce the Deed of Indemnity and pursue such other rights and/or remedies that may be available to BANK under law or otherwise.

• 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.

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24 Exit Option and Contract Re-Negotiation

Bank reserves its right to cancel the entire / unexecuted part of the Purchase Order at any time by assigning appropriate reasons and recover expenditure incurred by Bank in addition to recovery of damages as per the terms of the contract, in the event of one or more of the following conditions:

• Delay in delivery of solution beyond the specified period. • Serious discrepancies noted in the solution delivered. • Breaches in the terms and conditions of the Purchase Order/Agreement. • Non satisfactory performance of Bidder during the contract period.

• In addition to the cancellation of purchase order, Bank reserves its right to invoke the Bank Guarantee or foreclose the EMD given by the Bidder towards non- performance/non- compliance of the terms and conditions of the contract, to appropriate towards damages.

• Bank shall serve the notice of termination to the Bidder at least 30 days prior, of its intention to terminate services during the contract period.

• In addition to the cancellation of purchase contract, Bank reserves the right to appropriate the damages through encashment of Performance Guarantee given by the Bidder.

• Bank will reserve a right to re-negotiate the price and terms of the entire contract with the Bidder at more favorable terms in case such terms are offered in the industry at that time.

• Notwithstanding the existence of a dispute, and/or the commencement of arbitration proceedings, the Bidder should continue to supply the equipment’s (if required/non-delivered) and provide services to Bank as per the contract.

• The Bidder shall suitably and adequately train Bank’s or its designated team for fully and effectively manning, operating and maintaining the CPC.

• Bidder shall provide adequate documentation thereof. • The Bidder shall jointly manage the solution with Bank or designated team for a reasonable period

of time. • The Bidder shall assist Bank in migration of the Solution to another, if desired by Bank. • Knowledge transfer: The Supplier shall provide such necessary information, documentation to Bank

or its designee, for the effective management and maintenance of the Deliverables under this Contract. Supplier shall provide documentation (in English) in electronic form where available or otherwise a single hardcopy of all existing procedures, policies and programs required supporting the Services. Such documentation will be subject to the limitations imposed by Supplier’s Intellectual Property Rights of this Contract.

• Warranties: All the warranties held by or in the name of the Supplier shall be assigned or transferred as-is, in the name of Bank. The Supplier shall execute any and all such documents as may be necessary in this regard.

• The parties shall return confidential information and will sign off and acknowledge the return of such confidential information.

• The Supplier shall provide all other services as may be agreed by the parties in connection with the reverse transition services.

• The Supplier recognizes that considering the enormity of the assignment, the transition services listed herein are only indicative in nature and the Supplier agrees to provide all assistance and services required for fully and effectively transitioning the services provided by the Supplier under the scope, upon termination or expiration thereof, for any reason whatsoever.

• The cost for reverse transition if any should be part of the commercial offer during which the existing Supplier would transfer all knowledge, knowhow and other things necessary for Bank or new Supplier to take over and continue to manage the services. The Supplier agrees that the reverse transition mechanism and support during reverse transition will not be compromised or affected for reasons whatsoever is for cancellation or exist of the parties.

• Bank shall have the sole and absolute discretion to decide whether proper reverse transition mechanism over a period of 6 months, has been complied with. In the event of the conflict not being resolved, the conflict will be resolved through Arbitration.

• Bank and the Supplier shall together prepare the Reverse Transition Plan. However, Bank shall have the sole decision to ascertain whether such Plan has been complied with.

• The Supplier agrees that in the event of cancellation or exit or expiry of the contract it would extend all necessary support to Bank or its selected Suppliers as would be required.

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• Notwithstanding anything contained in this Agreement, Bank reserves its right to terminate the agreement with the Bidder without assigning any reason at any time by giving thirty (30) days prior written notice to the Bidder.

25 DISPUTES RESOLUTION MECHANISM AND GOVERNING LAWS

• Bank and the supplier Bidder shall make every effort to resolve amicably, by direct informal negotiation between the Bank and the Bidder, any disagreement or dispute arising between them under or in connection with the contract.

• If Bank and Bidder are unable to resolve the dispute after thirty days from the commencement of such informal negotiations, they shall immediately escalate the dispute to the senior authorized personnel designated by the Bidder and Bank respectively.

• If after thirty days from the commencement of such negotiations between the senior authorized personnel designated by the Bidder and Bank, Bank and the Bidder have been unable to resolve amicably a contract dispute; either party may require that the dispute be referred for resolution through formal arbitration.

• All questions, disputes or differences arising under and out of, or in connection with the contract or carrying out of the work whether during the progress of the work or after the completion and whether before or after the determination, abandonment or breach of the contract shall be referred to arbitration by a sole Arbitrator: acceptable to both parties OR the number of arbitrators shall be three, with each side to the dispute being entitled to appoint one arbitrator. The two arbitrators appointed by the parties shall appoint a third arbitrator shall act as the chairman of the proceedings. The award of the Arbitrator shall be final and binding on the parties. The Arbitration and Reconciliation Act 1996 or any statutory modification thereof shall apply to the arbitration proceedings and the venue of the arbitration shall be at Rajkot.

• If a notice has to be sent to either of the parties following the signing of the contract, it has to be in writing and shall be first transmitted by facsimile transmission by postage prepaid registered post with acknowledgement due or by a reputed courier service, in the manner as elected by the Party giving such notice. All notices shall be deemed to have been validly given on (i) the business date immediately after the date of transmission with confirmed answer back, or (ii) the expiry of five days after posting if sent by registered post with A.D., or (iii) the business date of receipt, if sent by courier. Notwithstanding the existence of a dispute, and/or the commencement of arbitration proceedings, Bidder will be expected to continue the support services and Bank will continue to pay for all products and services that are accepted by it, provided that all products and services are serving satisfactorily, as per satisfaction of Bank.

• This RFP shall be governed and construed in accordance with the laws of India. The courts of Rajkot alone to entertain and try any dispute or matter relating to or arising out of this RFP. Notwithstanding the above, Bank shall have the right to initiate appropriate proceedings before any court of appropriate jurisdiction, should it find it expedient to do so.

26 PUBLICITY • Any publicity by the Bidder in which the name of Bank is to be used should be done only with the

explicit written permission of Bank.

27 Ownership and grant of licenses, Patent Rights / Intellectual Property Rights

A) Ownership and grant of licenses

1. The Bidder shall procure and provide a non-exclusive, non-transferable, perpetual and irrevocable

(provided that the license shall be revocable only in the event of established and proven infringement of the intellectual property rights of the software by Bank) license to Bank for all the software to be provided as a part of the Project. The software can be used at any of the branches without restriction, subject to the term and conditions of this Agreement and the software shall be assignable/transferable to any successor entity of Bank to be utilized for the CTS (Cheque

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truncation System), in addition to the rights of Bank’s contained in this Clause and the rights contained elsewhere in this RFP/ Agreement, the following shall be applicable:

Notwithstanding the above, it is hereby agreed that any use of the Software under this RFP/Agreement, by the Bidder of Bank would be considered as the permitted use under this RFP/Agreement. However, such Bidder will not possess any licensing or sub licensing rights of the Software and shall only have the right of permitted and limited use of the Software to provide services to Bank.

2. The license granted in terms of above mentioned shall specifically include right:

I. To Use:

▪ To use the executable code version of the Software and all Enhancements, Updates and new versions made available from time to time to bank without any additional cost

▪ To use the Program Documentation for purposes of installing or operating the programs and supporting the use of the Software by Bank;

▪ To use the technical Training Materials for purposes of supporting users

II. To Copy:

• To copy the Software that operates on server systems to support the users of Bank

• To make additional copies of the Program Material for archival, emergency back-up

• Testing, or disaster recovery purposes; and To copy the Program Documentation to support its users

III. To work as interface:

▪ To work with other application software packages at Bank as interface; ▪ To allow other application software packages at Bank to work as interfaces to the Software. If such

interfacing requires any modification or change to the Software, such modification or change has to be carried out by the Bidder free of any additional license charge or fees or expenses.

IV. Delivery:

▪ The Bidder at the time of installation shall deliver to Bank required copies of the object code version of the Software and the associated Program Documentation including operation manual and training material. The Bidder, after customization, shall deliver to Bank required copies of the object code version of the customized Software and the associated Program Documentation including operation manual and training material. The Bidder, after modifications, updates or new versions shall deliver to Bank required copies of the revised object code version of the latest Software and the revised associated Program Documentation including operation manual and training material. The operational manual shall be provided by the Bidder under help menu in the software as dynamic online documentation / help files, wherever applicable. The object code version of the Software, executables and required run-time files shall be on compact disc or on any such media as desired by Bank as may be applicable.

3. The ownership of all rights, title and interest, all patents, copy right, trade secrets and any other form

of intellectual property rights in and to software, any derivative works thereof and enhancements thereto, documentation are and will have to at all times remain with the Bidder or its Licensors and be the sole and exclusive property of the Bidder or its Licensors. Bank acknowledges that nothing contained in this Tender and subsequent contract will have to be construed as conveying by the Bidder or its licensor’s title or ownership interest in any licensed software or any derivative works thereof and enhancements thereto. Nothing contained herein will have to be construed to preclude the Bidder from owning, using, improving, marketing, including without limitation, licensing to other persons any and all licensed software. If Bidder generate any material (software or any work subject of intellectual property right) specifically for Bank due to valuable resources capitalized in this respect, shall always be property of Bank.

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B) Patent Rights / Intellectual Property Rights

a. The Bidder shall indemnify Bank against all third-party claims of infringement of patent, trademark,

intellectual property, copyrights or industrial design rights arising from use of the Products or any part thereof.

b. In the event of any claim asserted by a third party of infringement of trademark, trade names, copyright, patent, intellectual property rights or industrial design rights, arising from the use of the products or any part thereof in India, the Bidder shall act expeditiously to extinguish such claim. If the Bidder fails to comply and Bank is required to pay compensation to a third party resulting from such infringement, the Bidder shall be responsible for the compensation including all expenses, court costs and lawyer fees. Bank will give notice to the Bidder of such claim, if it is made, without delay. If a third party's claim endangers or disrupts Bank’s use of the software, the Bidder shall be required to, at no further expense, charge, fees or costs to Bank.

c. Bidder to obtain a license so that Bank may continue use of the software in accordance with the terms of this Agreement and the license agreement; or modify the equipment without affecting the functionality in any manner so as to avoid the infringement; or replace the equipment with a compatible, functionally equivalent and non-infringing product; or refund to Bank the amount paid for the infringing equipment and bear the incremental costs of procuring a functionally equivalent equipment from a third party, provided the option under the sub clause (iv) shall be exercised by Bank in the event of the failure of the Bidder to provide effective remedy under options (i) to (iii) within a reasonable period which would not affect the normal functioning of Bank. The Bidder will have no liability for any claim of infringement based on (i) a claim which continues because of Bank’s failure to use a modified or replaced software that is at least functionally equivalent to the equipment, or Bank’s failure to use corrections, fixes, or enhancements made available and implemented by the Bidder, despite notice of such failure by the Bidder in writing, (ii) any change, not made by or on behalf of the Bidder, to some or all of the software/deliverables supplied by the Bidder or modification thereof Notwithstanding the provisions of Clause (b) under this article, the Bidder is the prime Bidder for purposes of all deliverables and services, with the single-point responsibility for the same. The Bidder acknowledges that should the Software provided by the Bidder be infringing of any third-party rights, it would have a serious business impact on the business of Bank. Therefore, the Bidder shall completely be responsible for any infringement actions brought against Bank even if Bank would have used the deliverables before the infringement was noticed, legally each such use constituting infringement and the Bidder shall be in breach of the Bidder’s warranty and obligation under this Agreement.

28 ASSIGNMENT

Bank may assign the software provided by the Bidder in whole or as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets. Bank shall have the right to assign such portion of the ATS services to any of the contractors, at its sole option, or upon the occurrence of any of the following: (i) Bidder refuses to perform; (ii) Bidder is unable to perform; (iii) Termination of the contract with the Bidder for any reason whatsoever; (iv) Expiry of the contract. Such right shall be without prejudice to the rights and remedies, which Bank may have against the Bidder. The Bidder shall ensure that the said contractors shall agree to provide such services to Bank at no less favorable terms than those provided by the Bidder and shall include appropriate wordings to this effect in the agreement entered into by the Bidder with such contractors. The assignment envisaged in this scenario is only in certain extreme events such as refusal or inability of the Bidder to perform or termination/expiry of the contract.

29 PRINCIPAL TO PRINCIPAL RELATIONSHIP

The employees engaged by the Vendor shall be deemed to be the employees of vendor only, and the Bank shall not be connected with the employment or the terms and conditions thereof in any way. The Vendor alone would comply with the statutory obligations and Labour Regulations/ Rules in this regard. None of the provisions of this Agreement shall be deemed to constitute a partnership between the parties hereto, and neither party shall have authority to bind the other except as specifically provided for hereunder. Neither party here to is the agent of the other nor there no master-servant relationship between the parties. The

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relationship is on principal to principal basis. The Vendor shall be responsible for payments of all statutory dues with respect to each of its personnel/employees engaged by it to render service under this Agreement with respect to each applicable Labor law, including, the Minimum Wages Act, 1948, the Payment of Wages Act, 1936, the Payment of Bonus Act, 1965, the Employees‟ State Insurance Act, 1948, the Payment of Gratuity Act, 1972, the Maternity Benefit Act, 1961, the Employees‟ Provident Funds and Miscellaneous Provisions Act, 1952, etc. No dues/contributions under any Labour legislations, as applicable, are payable by the Bank with respect to the Vendor’s personnel/employees. The vendor will have no claims whatsoever against the Bank with respect to payment of statutory dues/contributions to personnel/employees of under applicable Labour legislations.

30 Independent Contractor

The Bidder shall perform its obligations under this Agreement as an independent contractor, and may engage subcontractors to perform any of the Deliverables or Services, after taking prior approval in writing from Bank. Neither this Agreement nor the Bidder’s performance of obligations under this Agreement shall create an association, partnership, joint venture, or relationship of principal and agent, master and servant, or employer and employee, between Bank and the Bidder or its employees, subcontractor; and neither Party shall have the right, power or authority (whether expressed or implied) to enter into or assume any duty or obligation on behalf of the other Party. This Agreement does not intent to create, constitute or evidence any partnership, joint venture, and trust or employer/employee relationship amongst the Parties and constitutes an agreement between principals. None of the Parties shall be entitled to make, or allow to be made, any representation that any such relationship exists between the Parties. Other than the relationship of sponsor and the consequent inter-se rights and obligations between Bank, in relation to this Agreement, the right of a Party to act on behalf of the other Party for, or to incur any obligation on behalf of, the other Party, is limited to the manner provided in this Agreement.

The Bidder shall be responsible for managing the activities of its personnel or the personnel of its subcontractors/franchisees/agents and shall be accountable for all of them. The Bidder shall be vicariously liable for any acts, deeds or things done by its/their employees, agents, contractors, subcontractors etc. The Bidder shall be the principal employer of their employees, agents, contractors, subcontractors etc. engaged by Bidder and shall be vicariously liable for all the acts, deeds or things, whether the same is within the scope of power or outside the scope of power, vested under this Agreement. No right of any employment shall accrue or arise, by virtue of engagement of employees, agents, contractors, subcontractors etc. by the Bidder, for any assignment under the Purchase Order issued under this Agreement. All remuneration, claims, wages, dues etc. of such employees, agents, contractors, subcontractors etc. of Bidder shall be paid by Bidder alone and Bank shall not have any direct or indirect liability or obligation, to pay any charges, claims or wages of any of the Bidder’s employees, agents, contractors, and subcontractors. The Bidder shall hold Bank, their successors, assignees and administrators fully indemnified and harmless against loss or liability, claims actions or proceedings, if any, that may arise from whatsoever nature caused to Bank through the action of Bidder, its employees, agents, contractors, sub-contractors etc. However, the Bidder would be given an opportunity to be heard by Bank prior to making of a decision in respect of such loss or damage. The Bidder shall solely be responsible for all payments (including any statutory payments) to its employees and / or sub-contractors and shall ensure that at no time shall its employees, personnel or agents hold themselves out as employees or agents of Bank, nor seek to be treated as employees of Bank for any purpose, including claims of entitlement to fringe benefits provided by Bank, or for any kind of income or benefits. The Bidder alone shall file all applicable tax returns for all of its personnel assigned hereunder in a manner consistent with its status as an independent contractor of services; and the Bidder will make all required payments and deposits of taxes in a timely manner.

31 LIMITATION OF LIABILITY

The Bidder’s aggregate liability in connection with obligations undertaken as a part of the RFP regardless of

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the form or nature of the action giving rise to such liability (whether in contract, tort or otherwise), shall be at actuals and limited to the value of the contract. The Bidder’s liability in case of claims against Bank resulting from misconduct or gross negligence of the Bidder, its employees and subcontractors or from infringement of patents, trademarks, copyrights or such other Intellectual Property Rights or breach of confidentiality obligations shall be unlimited. Bank shall not be held liable for and is absolved of any responsibility or claim/litigation arising out of the use of any third-party software or modules supplied by the Bidder as part of this RFP. In no event shall either party be liable for any indirect, incidental l damages, under or in connection with or arising out of this agreement or the software delivered hereunder, howsoever such liability may arise, provided that the claims against customers, users and Bidders of Bank would be considered as a direct claim.

32 Force Majeure

The successful Bidder shall not be liable for forfeiture of its performance guarantee, liquidated damages or termination for default, if any to the extent that its delay in performance or other failure to perform its obligations under the contract is the result of an event of Force Majeure. For purposes of this Clause, “Force Majeure” means an event explicitly beyond the control of the successful Bidder and not involving the successful Bidder’s fault or negligence and not foreseeable. Such events may include, Acts of God or of public enemy, acts of Government of India in their sovereign capacity and acts of war. If a Force Majeure situation arises, the successful Bidder shall promptly notify Bank in writing of such conditions and the cause thereof within fifteen calendar days. Unless otherwise directed by Bank in writing, the successful Bidder shall continue to perform his obligations under the Contract as far as is reasonably practical, and shall seek all reasonable alternative means for performance not prevented by the Force Majeure event. In such a case the time for performance shall be extended by a period not less than duration of such delay. If the duration of delay continues beyond a period of three months, Bank and the successful Bidder shall hold performance in an endeavor to find a solution to the problem. Notwithstanding the above, the decision of Bank shall be final and binding on the Successful Bidder.

33 Severability

If any of the provisions of this Agreement may be constructed in more than one way, one of which would render the provision illegal or otherwise voidable or unenforceable, such provision shall have the meaning that renders it valid and enforceable. In the event any court or other government authority shall determine any provisions in this Agreement is not enforceable as written, the Parties agree that the provision shall be amended so that it is enforceable to the fullest extent permissible under the laws and public policies of the jurisdiction in which enforcement is sought, and affords the Parties the same basic rights and obligations and has the same economic effect as prior to amendment. In the event that any of the provisions of this Agreement shall be found to be void, but would be valid if some part thereof was deleted or the scope, period or area of application were reduced, then such provision shall apply with the deletion of such words or such reduction of scope, period or area of application as may be required to make such provisions valid and effective; provided however, that on the revocation, removal or diminution of the law or provisions, as the case may be, by virtue of which such provisions contained in this Agreement were limited as provided hereinabove, the original provisions would stand renewed and be effective to their original intent, as if they had not been limited by the law or provisions revoked. Notwithstanding the limitation of this provision by any law for the time being in force, the Parties undertake to, at all times observe and be bound by the spirit of this Agreement.

34 Corrupt and Fraudulent Practices

As per Central Vigilance Commission (CVC) directives, it is required that Bidders / Suppliers / Contractors observe the highest standard of ethics during the procurement and execution of such contracts in pursuance of this policy: “Corrupt Practice” means the offering, giving, receiving or soliciting of anything of values to influence the action of an official in the procurement process or in contract execution AND “Fraudulent Practice” means a misrepresentation of facts in order to influence a procurement process or the execution of contract to the detriment of Bank and includes collusive practice among Bidders (prior to or after offer submission)

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designed to establish offer prices at artificial non-competitive levels and to deprive Bank of the benefits of free and open competition. Bank reserves the right to reject a proposal for award if it determines that the Bidder recommended for award has engaged in corrupt or fraudulent practices in competing for the contract in question. Bank reserves the right to declare a bidder ineligible, either indefinitely or for a stated period of time, to be awarded a contract if at any time it determines that the firm has engaged in corrupt or fraudulent practices in competing for or in executing the contract.

35 Waiver

No failure or delay on the part of either party relating to the exercise of any right power privilege or remedy provided under this RFP or subsequent agreement with the other party shall operate as a waiver of such right power privilege or remedy or as a waiver of any preceding or succeeding breach by the other party nor shall any single or partial exercise of any right power privilege or remedy preclude any other or further exercise of such or any other right power privilege or remedy provided in this RFP all of which are several and cumulative and are not exclusive of each other or of any other rights or remedies otherwise available to either party at law or in equity.

36 Violation of Terms

Bank clarifies that Bank shall be entitled to an injunction, restraining order, right for recovery, suit for specific performance or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the Bidder from committing any violation or enforce the performance of the covenants, obligations and representations contained in this RFP. These injunctive remedies are cumulative and are in addition to any other rights and remedies Bank may have at law or in equity, including without limitation a right for recovery of any amounts and related costs and a right for damages.

37 Addition/Deletion of Qualified Offerings

Both parties agree that the intent of this tender is to establish an initial set of service offerings. Bank recognizes that, as the use of these services expands, it is possible that additional services and / or service categories will be needed. In addition, Bank recognizes that from time to time related software products that are provided as part of Bidder services will be upgraded or replaced as technology evolve. Replacement and / or supplemental software products that meet or exceed the minimum proposal requirements may be added with the prior approval of Bank. For this purpose, a Change Order Procedure will be followed. Bank may request a change order in the event of actual or anticipated change(s) to the agreed scope of work, services, deliverables and schedules. The Bidder shall prepare a change order reflecting the actual or anticipated change(s) including the impact on deliverables schedule. The Bidder shall carry out such services as required by Bank at mutually agreed terms and conditions. The Bidder shall agree that the price for incremental offering cannot exceed the original proposed cost and Bank reserves the right to re-negotiate the price. At the unit rates provided for TCO calculations, Bank has the right to order as much as it wants at those rates. The Bidder shall agree to submit the request to add new services or service categories on its letterhead signed by a representative authorized to bind the organization. Bank is under no obligation to honor such requests to add service categories or amend this contract. As a method for reviewing Bidder services and Bank requirements, Bank will sponsor regular reviews to allow an exchange of requirements and opportunities. All quantities mentioned in this RFP are indicative. Bank can vary the quantities of components to be procured as part of this tender. This also includes the right to modify the number of branches, extension counters, offices, training centers etc.

38 Supplier’s Integrity and Obligation

The Supplier is responsible for and obliged to conduct all contracted activities in accordance with the contract using state-of-the-art methods and economic principles and exercising all means available to achieve the performance specified in the Contract.

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Supplier’s obligations

a. The Supplier is obliged to work closely with the Bank’s staff, act within its own authority and abide by directives issued by Bank and implementation activities

b. The Supplier will abide by the job safety measures prevalent in India and will free Bank from all demands or responsibilities arising from accidents or loss of life, the cause of which is the Supplier‟s negligence. The Supplier will pay all indemnities arising from such incidents and will not hold Bank responsible or obligated

c. The Supplier is responsible for managing the activities of its personnel and will hold itself responsible for any misdemeanors

d. The Supplier will treat as confidential all data and information about the Bank, obtained in the execution of its responsibilities, in strict confidence and will not reveal such information to any other party without the prior written approval of Bank

e. The supplier shall ensure that the software relevant for the Services contemplated under this Agreement, is properly maintained and operated at all times, without hampering the services with proper standby

f. Be responsible for Implementation of Data Exchange Module (DEM) procured under this RFP g. The Bidder shall be fully responsible for any breach of data confidentiality of customer related

information. This liability shall be applicable even after the contract expires or gets terminated h. The Bidder should have a well-documented Business Continuity Plan and Disaster Recovery Plan and

also security and control practices i. The Bidder should ensure that the due diligence and verification of antecedents of employees/personnel

deployed by him for execution of this contract are completed and is available for scrutiny by Bank j. The Bidder shall disclose security breaches if any to Bank, without any delay k. Bidder shall permit audit by internal/external auditors of Bank or RBI to assess the adequacy of risk

management practices adopted in overseeing and managing the outsourced activity/arrangement made by Bank

l. Bidder must comply RBI circular on “Cyber Security Framework for Banks” and assurance from the respective OEMs/Application providers that the application is free from embedded malicious/fraudulent code

m. Bidder should follow Information security guideline issued by Bank/Regulatory/Statutory Authority time to time, and the same must be complied in order without fail, to avoid breach of contractual obligation

n. Bidder shall submit Integrity Pact, Non-disclosure Agreement and Performance Bank Guarantee as per satisfaction of Bank

o. The Bidder should guarantee that the software supplied to Bank is licensed and legally obtained. Software must be supplied with their original and complete printed documentation p. The Bidder should make proper arrangement with respective OEM to ensure that back to back

arrangement to the Implement of Data Exchange Module (DEM). So that continuity is maintained for the Implementation of Data Exchange Module (DEM) procured under this RFP in the event of insolvency, bankruptcy, liquidation, acquisition, windup, amalgamation or termination on default of Bidder

q. The License is granted to the existing entity of Bank and in the event of any merger/acquisitions in future shall automatically transfer the license to the newly merged entity without any additional cost or charges. In this juncture, support and services shall be continue till the currency of the contract

r. Bank reserves its right to blacklist to Bidder to participate in future tender process, in the event of delay in project beyond the specified period or non-compliance of the RFP terms or non-fulfilment of RFP functional requirements or severe bugs in the application or proposed system performance is not satisfactory. Bank shall have right to exercise power conferred under this clause along with any or all right incorporated under RFP/Agreement

s. The Bidder should comply within the specified timeline, the finding of the external or internal Audit including Regulatory/Statutory without any additional cost to Bank

t. The Bidder should comply of the Retention policy of Bank and co-ordinate to preserve the data/documents of bank for minimum 10 years

u. The service provider should integrate Implementation of Data Exchange Module (DEM) procured under this RFP with the CTS capture system and CH/CCH of NPCI without any additional cost.

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39 Security Configuration, Inspection, Audit, Monitoring & Visitations

Security Configuration

The baseline security configuration of software to be done by the Bidder, according to the industry best practices Compliance with security best practices may be monitored by periodic computer security audits performed by or on behalf of Bank. The periodicity of these audits will be decided at the discretion of Bank. Periodicity for Regulatory Audits would be required as per the rules and guidelines laid down by the regulator or as required by the regulator. These audit plan to include, but are not Limited to, a review of: access and authorization procedures, physical security controls, input/output controls, DB controls, backup and recovery procedures, Server security controls and program change controls. Compliance of the audit report has to be ensured by the Bidder.

To the extent that Bank deems it necessary to carry out a program of inspection and audit to safeguard against threats and hazards to the confidentiality, integrity, and availability of data, the Bidder shall afford Bank’s representatives access to the Bidder’s facilities, installations, technical resources, operations, documentation, records, databases and personnel. The Bidder must provide Bank access to various monitoring and performance measurement systems (both manual and automated). Bank has the right to get the monitoring and performance measurement systems (both manual and automated) audited without prior approval / notice to the Bidder.

Right to Inspect, Examine and Audit:

All OEM/Bidder records with respect to any matters / issues covered under the scope of this project shall be made available to Bank at any time during normal business hours, as often as Bank deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Such records are subject to examination. Bank’s auditors would execute confidentiality agreement with the Bidder, provided that the auditors would be permitted to submit their findings to Bank, which would be used by Bank. The cost of such audit will be borne by Bank. Bidder shall permit audit by internal/external auditors of Bank or RBI to assess the adequacy of risk management practices adopted in overseeing and managing the outsourced activity/arrangement made by Bank. Bank shall undertake a periodic review of Bidder outsourced process to identify new outsourcing risks as they arise. The Bidder shall be subject to risk management and security and privacy policies that meet Bank’s standard. In case the Bidder outsourced to third party, there must be proper Agreement / purchase order with concerned third party. Bank shall have right to intervene with appropriate measure to meet Bank’s legal and regulatory obligations. Access to books and records/Audit and Inspection would include:- a) Ensure that Bank has the ability to access all books, records and information relevant to the outsourced activity available with the Bidder. For technology outsourcing, requisite audit trails and logs for administrative activities should be retained and accessible to Bank based on approved request. b) Provide Bank with right to conduct audits on the Bidder whether by its internal or external auditors, or by external specialist appointed to act on its behalf and to obtain copies of any audit or review reports and finding made on the Bidder in conjunction with the services performed for Bank. c) Include clause to allow the reserve bank of India or persons authorized by it to access Bank’s documents: records of transactions, and other necessary information given to you, stored or processed by the Bidder within a reasonable time. This includes information maintained in paper and electronic formats. d) Recognized the right of the reserve bank to cause an inspection to be made of a Bidder of Bank and its books and account by one or more of its officers or employees or other persons. Banks shall at least on an annual basis, review the financial and operational condition of the Bidder. Bank shall also periodically commission independent audit and expert assessment on the security and controlled environment of the Bidder. Such assessment and reports on the Bidder may be performed and prepared by Bank’s internal or external auditors, or by agents appointed by Bank. e) Bidder shall have to comply the Audit finding without any additional cost to Bank. In order to fulfill of the Audit compliance, Bank will communicate findings of the Auditor without delay to avoid any mischievous situation.

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Monitoring

Compliance with Information security best practices may be monitored by periodic Information security audits performed by or on behalf of Bank and by the RBI. The periodicity of these audits will be decided at the discretion of Bank. These audits may include, but are not limited to, a review of access and authorization procedures, physical security controls, backup and recovery procedures, Server security controls and program change controls. To the extent that Bank deems it necessary to carry out a program of inspection and audit to safeguard against threats and hazards to the confidentiality, integrity, and availability of data, the Bidder shall afford Bank’s representatives access to the Bidder’s facilities, installations, technical resources, operations, documentation, records, databases and Personnel. The Bidder must provide Bank access to various monitoring and performance measurement systems (both manual and automated). Bank has the right to get the monitoring and performance measurement systems (both manual and automated) audited without prior approval /notice to the Bidder.

Visitations

Bank shall be entitled to, either by itself or its authorized representative, visit any of the Bidder’s premises without prior notice to ensure that data provided by Bank is not misused. The Bidder shall cooperate with the authorized representative(s) of Bank and shall provide all information/ documents\required by Bank.

40 Information Ownership

All information processed, stored, or transmitted by Bidder equipment belongs to Bank. By having the responsibility to maintain the equipment, the Bidder does not acquire implicit access rights to the information or rights to redistribute the information. The Bidder understands that civil, criminal, or administrative penalties may apply for failure to protect information appropriately. Any information considered sensitive must be protected by the Bidder from unauthorized disclosure, modification or access. Types of sensitive information that will be found on Bank systems the Bidder may support or have access to include, but are not limited to Information subject to special statutory protection, legal actions, disciplinary actions, complaints, IT security, pending cases, civil and criminal investigations, etc.

41 Sensitive Information

Any information considered sensitive must be protected by the Bidder from unauthorized disclosure, modification or access. Types of sensitive information that will be found on Bank systems the Bidder may support or have access to include, but are not limited to: Information subject to special statutory protection, legal actions, disciplinary actions, complaints, IT security, pending cases, civil and criminal investigations,

42 Confidentiality

The RFP document is confidential and is not to be disclosed, reproduced, transmitted, or made available by the Recipient to any other person. The RFP document is provided to the Recipient on the basis of the undertaking of confidentiality given by the Recipient to Bank. Bank may update or revise the RFP document or any part of it. The Recipient acknowledges that any such revised or amended document is received subject to the same confidentiality undertaking. The Recipient will not disclose or discuss the contents of the RFP document with any officer, employee, consultant, director, agent, or other person associated or affiliated, in any way, with Bank or any of its customers or suppliers without the prior written consent of Bank. This tender document contains information proprietary to Bank. Each recipient is entrusted to maintain its confidentiality. It should be disclosed only to those employees involved in preparing the requested responses. Information contained in the tender document may not be reproduced in whole, or in part, without the express permission of Bank. Disclosure of any such sensitive information to parties not involved in the supply of contracted services will be treated as breach of trust and could invite legal action. This will also mean termination of the contract and disqualification of the said Successful

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Bidder. Responses received become the property of Bank and cannot be returned. Information provided by each Bidder will be held in confidence, and will be used for the sole purpose of evaluating a potential business relationship with the Successful Bidder. “Confidential Information” means any and all information that is or has been received by the Successful Bidder (“Receiving Party”) from Bank (“Disclosing Party”) and that:

• Relates to the Disclosing Party; and

• is designated by the Disclosing Party as being confidential or is disclosed in circumstances where the Receiving Party would reasonably understand that the disclosed information would be confidential or

• Is prepared or performed by or on behalf of the Disclosing Party by its employees, officers, directors, agents, representatives or consultants

• Without limiting the generality of the foregoing, Confidential Information shall mean and include any information, data, analysis, compilations, notes, extracts, materials, reports, drawings, designs, specifications, graphs, layouts, plans, charts, studies, memoranda or other documents, or materials that may be shared by Bank with the Bidder

• “Confidential Materials” shall mean all tangible materials containing Confidential Information, including, without limitation, written or printed documents and computer disks or tapes, whether machine or user readable

• Information disclosed pursuant to this clause will be subject to confidentiality for the term of contract plus two years. Notwithstanding anything to the contrary contained herein the confidential information shall continue to remain confidential until it reaches the public domain in the normal course.

• The Receiving Party shall, at all times regard, preserve, maintain and keep as secret and confidential all Confidential Information and Confidential Materials of the Disclosing Party Howsoever obtained and agrees that it shall not, without obtaining the written consent of the Disclosing Party:

• Unless otherwise agreed herein, use any such Confidential Information and materials for its own benefit or the benefit of others or do anything prejudicial to the interests of the Disclosing Party or its customers or their projects.

• In maintaining confidentiality hereunder the Receiving Party on receiving the confidential information and materials agrees and warrants that it shall:

• Take at least the same degree of care in safeguarding such Confidential Information and materials as it takes for its own confidential information of like importance and such degree of Care shall be at least, that which is reasonably calculated to prevent such inadvertent disclosure;

• Keep the Confidential Information and Confidential Materials and any copies thereof secure and in such a way so as to prevent unauthorized access by any third party;

• Limit access to such Confidential Information and materials to those of its directors, partners, advisers, agents or employees, sub-contractors and contractors who are directly involved in the consideration/evaluation of the Confidential Information and bind each of its directors, partners, advisers, agents or employees, sub-contractors and contractors so involved to protect the Confidential Information and materials in the manner prescribed in this document; and

• Upon discovery of any unauthorized disclosure or suspected unauthorized disclosure of Confidential Information, promptly inform the Disclosing Party of such disclosure in writing and immediately return to the Disclosing Party all such Information and materials, in whatsoever form, including any and all copies thereof.

• The Receiving Party who receives the confidential information and materials agrees that on receipt of a written demand from the Disclosing Party:

• Immediately return all written Confidential Information, Confidential materials and all copies thereof provided to, or produced by it or its advisers, as the case may be, which is in Receiving Party’s possession or under its custody and control;

• To the extent practicable, immediately destroy all analyses, compilations, notes, studies, memoranda or other documents prepared by it or its advisers to the extent that the same contain, reflect or derive from Confidential Information relating to the Disclosing Party;

• So far as it is practicable to do so immediately expunge any Confidential Information relating to the Disclosing Party or its projects from any computer, word processor or other device in its possession or under its custody and control; and

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• To the extent practicable, immediately furnish a certificate signed by its director or other responsible representative confirming that to the best of his/her knowledge, information and belief, having made all proper enquiries the requirements of this paragraph have been fully complied with.

• The restrictions in the preceding clause shall not apply to: • Any information that is publicly available at the time of its disclosure or becomes publicly

available following disclosure (other than as a result of disclosure by the Disclosing Party contrary to the terms of this document); or any information which is independently developed by the Receiving Party or acquired from a third party to the extent it is acquired with the valid right to disclose the same.

• Any disclosure required by law or by any court of competent jurisdiction, the rules and regulations of any recognized stock exchange or any enquiry or investigation by any governmental, statutory or regulatory body which is lawfully entitled to require any such disclosure provided that, so far as it is lawful and practical to do so prior to such disclosure, the Receiving Party shall promptly notify the Disclosing Party of such requirement with a view to providing the Disclosing Party an opportunity to obtain a protective order or to contest the disclosure or otherwise agree to the timing and content of such disclosure.

• The Confidential Information and materials and all copies thereof, in whatsoever form shall at all times remain the property of the Disclosing Party and its disclosure hereunder shall not confer on the Receiving Party any rights whatsoever beyond those contained in this document.

• The confidentiality obligations shall survive even after the expiry or termination of the agreement between the bidder and Bank.

43 Compliance with Laws

Compliance with all applicable laws: The Bidder shall undertake to observe, adhere to, abide by, comply with and notify Bank about all laws in force or as are or as made applicable in future, pertaining to or applicable to them, their business, their employees or their obligations towards them and all purposes of this tender and shall indemnify, keep indemnified, hold harmless, defend and protect Bank and its employees/officers/staff/ personnel/representatives/agents from any failure or omission on its part to do so and against all claims or demands of liability and all consequences that may occur or arise for any default or failure on its part to conform or comply with the above and all other statutory obligations arising there from. Compliance in obtaining approvals/permissions/licenses: The Bidder shall promptly and timely obtain all such consents, permissions, approvals, licenses, etc., as may be necessary or required for any of the purposes of this project or for the conduct of their own business under any applicable Law, Government Regulation/Guidelines and shall keep the same valid and in force during the term of the project, and in the event of any failure or omission to do so, shall indemnify, keep indemnified, hold harmless, defend, protect and fully compensate Bank and its employees/ officers/ staff/ personnel/ representatives/agents from and against all claims or demands of liability and all consequences that may occur or arise from any default or failure on its part to conform or comply with the above and all other statutory obligations arising there from and Bank will give notice of any such claim or demand of liability within reasonable time to the Bidder. All necessary compliances relating to the transaction such as disclosure in the returns to be filed, Tax Collected at Source (if applicable) etc. shall be duly undertaken by the supplier/ Bidder and in case of any non-compliance or delayed compliance, Bank shall have right to recover interest and/or penalty that may be levied including liquidated damages up to 10% of the value of supplier. This indemnification is only a remedy for Bank. The Bidder is not absolved from its responsibility of complying with the statutory obligations as specified above. Indemnity would be limited to court awarded damages and shall exclude indirect, consequential and incidental damages. However, indemnity would cover damages, loss or liabilities suffered by Bank arising out of claims made by its customers and/or regulatory authorities.

44 Privacy and Security Safeguards

• The Bidder shall not publish or disclose in any manner, without Bank's prior written consent, the details of any security safeguards designed, developed, or implemented by the Bidder or existing at any Bank location. The Bidder will have to develop procedures and implementation plans to ensure that IT resources leaving the control of the assigned user (such as being reassigned, removed for

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repair, replaced, or upgraded) are cleared of all Bank data and sensitive application software. The Bidder will have to also ensure that all subcontractors who are involved in providing such security safeguards or part of it shall not publish or disclose in any manner, without Bank's prior written consent, the details of any security safeguard designed, developed, or implemented by the Bidder or existing at any Bank location.

• The Bidder hereby agrees and confirms that they will disclose, forthwith, instances of security breaches. The Bidder hereby agrees that they will preserve the documents.

45 Amendments Other than the rights of Bank specified in this Agreement, no change or modification of this Agreement shall be valid unless the same shall be in writing and signed by all the Parties.

46 Counterparts This Agreement may be signed in any number of counterparts, each of which is an original and all of which, taken together, constitutes one and the same instrument.

47 Governing Law and Jurisdiction This Agreement shall be governed and construed in accordance with the laws of India. The courts of Rajkot alone to entertain and try any dispute or matter relating to or arising out of this Agreement.

48 Survival of Clauses Any provision or covenant of this RFP or subsequent Agreement, which expressly, or by its nature, imposes obligations beyond the expiration, or termination of this Agreement, shall survive such expiration or termination.

49 Statutory and Regulatory Requirements The solution must comply with all applicable requirements defined by any regulatory, statutory or legal body which shall include but not be limited to RBI or other Regulatory Authority, judicial courts in India and as of the date of execution of Agreement. This requirement shall supersede the responses provided by the Bidder in the technical response. During the period of warranty, Bidder / Vendor should comply with all requirements including any or all reports without any additional cost, defined by any Regulatory authority time to time and which fall under the scope of this RFP / Agreement. Any deviations or changes/amendment in the workflow of Services required by Bank may always be agreed between the parties, which shall be notified in writing by BANK to BIDDER as change control process. Any other customization suggested by Bank in the application or due to Regulatory requirement will be provided by Bidder without any additional charges to Bank inter-alia provide any or all statutory/Regulatory report to Bank free of Cost. All mandatory requirements by regulatory / statutory bodies will be provided by the bidder under change management at no extra cost to Bank during the tenure of the 5(five) year contract and any future renewal.

50 No liability of Bank towards employees/ agents of Bidder

Notwithstanding anything contained hereinbefore and hereinafter, Bank shall not be liable in any manner for making any payment to any employee or agent of the successful bidder (i) for the services rendered in and for Bank or for Bank by such employee or agent, as the case may be, towards performance of the contract to be entered into between Bank and the successful bidder, on express or implied instructions of the successful Bidder , and (ii) for any claim accrued or claimed to have accrued in favor of such employee or agent arising due to such services and /or due to any employees

Date: Place:

Signature of Authorized Signatory

Name of Signatory: Designation: Seal of Company

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ANNEXURE-II UNDERTAKING FROM THE BIDDER

To, The Chairman, Saurashtra Gramin Bank 1st Floor, Wing-2, LIC Jeevan Prakash Building, Nr. Mahila College Chowk, Tagore Road, Rajkot - 360001

Sir

Reg. : Our bid for RFP for Implementation of Data Exchange module for cheque truncation system in SGB

We submit our Bid Documents herewith. We understand that

• You are not bound to accept the lowest or any bid received by you, and you may reject all or any bid.

• If our Bid for the above job is accepted, we undertake to enter into and execute at our cost, when called upon by the purchaser to do so, a contract in the prescribed form. Till such a formal contract is prepared and executed, this bid shall constitute a binding contract between us and bank.

• If our bid is accepted, we are responsible for the due performance of the contract.

• You may accept or entrust the entire work to one Bidder or divide the work to more than one bidder without assigning any reason or giving any explanation whatsoever.

• We have entered into “Back to Back support‟ agreement with OEMs.

Date: Place: Yours faithfully



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ANNEXURE-III

ELIGIBILITY CRITERIA OF THE BIDDER

S.N ELIGIBILITYCRITERIA SUPPORTING DOCUMENTS TO BE SUBMITTED

COMPLIANCE (Y/N)

1 The bidder must be a Limited Company, registered in India under the companies Act 1956/2013 (Proof required), Partnership, LLP.

Copy of Letter of Incorporation for company, Registered partnership deed for partnership, and registered LLP deed for LLPs.

2 The bidder should be an OEM or their authorized representative. In case of authorized representative, a letter of authorization from original equipment manufacturer (OEM) must be furnished

In case of authorized representative, MAF from OEM (For DEM) as per Annexure-Xa in their letter Head needs to be provided. In case the bidder is itself the OEM, undertaking as per Annexure-Xb on their company’s letter head should be provided

3 The Bidder should not be involved in any litigation which threatens solvency of company.

Certificate is to be provided by chartered Accountant/ Statutory Auditor as per Annexure- VII

4 Bidder should not have been black listed by the Government / Government agency / Banks / Financial Institutions in India during last 3 years

Undertaking to be provided as per Annexure-VIII

5 Labour Law Compliance : Bidder should abide by all the statutory Laws including Labour laws.

Undertaking to be submitted

6 OEM should have registered office in India


7 OEM should have direct Technical Assistant Center (TAC) based in India

Documentary Evidence to be submitted

8 The bidder should have Support at CPC center of at Rajkot.


9 The bidder should have a minimum yearly turnover of Rs. 3 crores per year during last 3 years (Audited Balance Sheet for last three Financial Years to

Provide Turnover Certificate as per Annexure-IX and Audited Financial statements (Balance sheet & Profit & Loss statement) for the last three (3) Financial

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be submitted). The bidder should have positive net-worth for the last three years. (Audited Balance Sheet for last three Financial Years to be submitted)

Years.

10 Vendor should have NPCI certification and provide copy of certification.

Provide copy of Certification issued by NPCI that they have done all testing for DEM as specified by NPCI. .

11 The bidder should have successfully secured minimum one order from Public/Private/Scheduled Co. Op/RRB Bank for Implementation of Data Exchange Module (DEM) & Cheque Truncation System

Bidder should submit PO copies of Banks mentions beside along with letter from Banks stating implementation status.

12 SIGNING OF PRE-CONTRACT INTEGRITY PACT on Rs. 500 Non-Judicial stamp paper.

Should be Provided on a Non Judicial Stamp Paper of Value Rs.500.00

NOTE: 1. For a particular application Appliance, only the OEM or its authorized representative can bid. If both the OEM and its authorized representative bid for the same, both the bids will be rejected.

2. If any Appliance of Principal / Original Equipment Manufacturer (OEM) is being quoted in the tender, the OEM Company cannot bid for any other OEM's product.

3. In case of Indian Authorized Representative (IAR) / Agent / System Integrator (SI), maximum two Authorized Representatives of a particular Principal or Original Equipment Manufacturer (OEM) / Appliance Provider can participate in the tender process.

4. In case any purchase order has been issued to the bidder by the Bank in respect of any other project/product and the same has not been delivered/executed even after the prescribed time period and is pending for execution as on date of bid, the bid of the respective bidder is liable for rejection.

5. Bidder should submit detailed response along with documentary proof for all of the above eligibility criteria. The eligibility will be evaluated based on the bid and the supporting documents submitted. Bids not meeting the above eligibility criteria will be rejected.

6. Technical Evaluation will be done by Bank’s technical evaluation committee and the decision of the committee will be final.

7. Bidders to submit relevant documentary evidence for all parameters mentioned.

8. Providing any wrong information by the bidder will result in disqualification of the bidder. The Bank may cross check above parameters by any means / during site visit.

Date: Place: Signature of Authorized Signatory

Name of Signatory: Designation:

Seal of Company

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ANNEXURE-IV BIDDER’S INFORMATION

S.N. Information Particulars / response 1 Company / Firm’s Name

2 Constitution 3 Date of Incorporation 4 Company Head Office Address 5 Registered office address

6 GST No.

7 Whether MSE(quote registration no. and date of registration, copy to be attached)

8 Bank Account Detail: Account Number, Account Name, IFSC, Bank Name

9 Name, Designation, Tel. No, E- Mail of the authorized signatory submitting the RFP (Please enclose the copy of board resolution)

10 Specimen Full signature of Authorized Signatory

11 Contact persons address, telephone number, mobile number, Fax Number, E-Mail ID. (give at least 2 contact persons details)

12 Details of Physical or Online Service Support Centre

Complete address:, No of Support engineers:, Contact Person ( Name & No ): , Email ID:

13 Whether company has been blacklisted for service deficiency in last 3 years. If yes, details thereof.

14 Any pending or past litigation (within three years)? If yes please give details

Yes/No/Comments (if option is „Yes‟)

15 Please mention turnover for last three financial years and include the copies of Audited Balance Sheet in support of it.

FY Turnover Rs.(in Cr)

Net Profit/Loss Rs. (in Cr) Net Worth Rs. (in Cr)

2017-18

2018-19

2019-20



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ANNEXURE - V COMPLIANCE STATEMENT

Reg.: RFP for Implementation of Data Exchange module for cheque truncation system in, CPC, Saurashtra Gramin Bank, Rajkot, Gujarat

DECLARATION

Please note that any deviations mentioned in the bid will not be considered and evaluated by the Bank. Bank reserve the right to reject the bid, if bid is not submitted in proper format as per RFP.

We undertake to enter into agreement for the DEM software being supplied by us for this RFP.



Seal of Company

Compliance Description Compliance (Yes/No)

Terms and Conditions

We hereby undertake and agree to abide by all the terms and conditions including all annexure, corrigendum(s) etc. stipulated by the Bank in this RFP. (Any deviation may result in disqualification of bids). We certify that the systems/services offered by us for tender confirm to the Scope of work and technical specifications stipulated by you. (Any Deviation may result in disqualification of bids).

Scope of work and/ Technical Specification

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ANNEXURE – VI PERFORMANCE CERTIFICATE

To be provided on letter head of the issuing company


Sir,

Reg: RFP for Implementation of Data Exchange module for cheque truncation system in CPC, Saurashtra Gramin Bank, Rajkot, Gujarat

This is to certify that M/s has provided and implemented DEM Solution for Cheque Truncation System, originally developed by (OEM Name) in our organization since . The services provided by t h e M/s are satisfactory. The certificate has been issued on the specific request of the company.



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ANNEXURE – VII

LITIGATION CERTIFICATE

Reg.: RFP for Implementation of Data Exchange module for cheque truncation system in, CPC, Saurashtra Gramin Bank, Rajkot, Gujarat. (To be provided by Statutory Auditor/Chartered Accountant)

This is to certify that M/s , having its headquarters at, is not involved in any litigation which threatens solvency of the company and there is no such pending litigation against the company as on date of RFP.

Date: Place:

Signature of CA/Statutory Auditor

Name of CA/Statutory Auditor: Designation: Seal of Company

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ANNEXURE – VIII

UNDERTAKING FOR NON- BLACKLISTED To be provided on letter head of the Bidder’s Company


Reg.: RFP for Implementation of Data Exchange module for cheque truncation system in CPC, Saurashtra Gramin Bank, Rajkot, Gujarat.

Sir, We M/s , having its headquarters at, do hereby confirm that we have not been blacklisted/ debarred by the Government / Government agency / Banks / Financial Institutions in India during last 3 years. This declaration is been submitted and limited to, in response to the tender reference mentioned in this document



Seal of Company

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ANNEXURE – IX

TURNOVER CERTIFICATE

Reg.: RFP for Implementation of Data Exchange module for cheque truncation system in, CPC, Saurashtra Gramin Bank, Rajkot, Gujarat.

This is to certify t h a t M/s , having its headquarters at, has the following Turnover, Net Profit/Loss and Net worth from its Indian Operations. This information is based on the Audited Financial Statements for 2017-18, 2018-19 and 2019-20.

Financial Year Turnover (in Rs.) Net Profit/Loss (in Rs.)

Net Worth (in Rs.)

2017-18

2018-19

2019-20

Date: Place:

Signature of CA/Statutory Auditor

Name of CA/Statutory Auditor: Designation: Seal of Company

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ANNEXURE-Xa

MANUFACTURER’S (OEM) AUTHORIZATION FORM (MAF)

(To be provided on the Letter head of the OEM duly signed & stamped by their Authorized Signatory


Sir,

Reg.: RFP for Implementation of Data Exchange module for cheque truncation system in CPC, Saurashtra Gramin Bank, Rajkot, Gujarat.

We hereby submit the following:-

1. We, M/s are the OEM of (Name of the product/Solution/), being offered to Saurashtra Gramin Bank through M/s (Bidder’s Name), who is our authorized Partner/representative in India for supply of this Product/Solution/.

2. We, M/s have the IP (Intellectual property) rights for the products and we undertake to enter into agreement with the bank for all the proposed software applications

3. We agree to provide services as per the scope of work and technical specifications of this RFP through our partner M/s

4. In case the bidder i.e. M/s is not able to perform obligations as per contract during contract period, we will perform the said obligations.

5. We undertake to continue to extend services as per given scope of work of RFP during contract period through mutually agreed third party/any other authorized Partner of ours in case:-

a) Bidder M/s , ceases to exist from the ICT Industry OR b) Bidder M/s stops services or support to the Bank OR c) There is dispute between bidder M/s , and us. OR

d) Bidder M/s , terminates contract due to any reasons with us.


Signature of Authorized

Signatory Name of Signatory: Designation: Seal of Company

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ANNEXURE-Xb

UNDERTAKING FOR BEING the OEM of the OFFERED SOLUTION

To, The Chairman, Saurashtra Gramin Bank

1st Floor, Wing-2, LIC Jeevan Prakash Building, Nr. Mahila College Chowk, Tagore Road, Rajkot - 360001

Sir Reg.: RFP for Implementation of Data Exchange module for cheque truncation system in CPC, Saurashtra Gramin Bank, Rajkot, Gujarat.

We hereby submit the following:-

1. We, M/s are the OEM of _(Name of the Solution), being offered to Saurashtra Gramin Bank.

b. We, M/s have the IP (Intellectual property) rights for the products and we undertake to enter into agreement with the bank for all the proposed software applications.


Signature of Authorized

Signatory Name of Signatory: Designation: Seal of Company

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ANNEXURE-XI TECHNICAL SPECIFICATIONS

(Bidders have to submit Data Sheet of each item offered specifying the page no. of each technical specification and highlighting the technical specification)

A) Technical specifications requirement for Data Exchange module (DEM).

The technical specifications will be as per the updated DEM specifications document released by NPCI vide circular no. NPCI/2018-19/CTS/18 dated 14.08.2019. Latest Specification document is available at link https://www.npci.org.in/sites/default/files/circular/DEM%20Specs%20V8.pdf

Broad Functional Requirements – supported by Application Software including capture solution etc. (Not Exhaustive – Refer aforesaid document)

a. Submitting Outward Files SNO Details YES/NO

1 DEM will receive the outward files from Capture System.

2 DEM shall have no or minimum delay to pick up the files from Capture

3 DEM shall digitally sign the entire contents of individual file using Bank’s private key*

4 After successful signing, the entire contents including the digital sign shall be encrypted using public key of CH

5 After encryption, the file is ready to send. To initiate transmission, DEM must send a HTTPS message as per NPCI format.

6 This HTTPS request must be sent to the CH HTTPS URL received during registration process.

7 DEM shall wait for response of this message before initiating SFTP transmission.

8 DEM shall not proceed with transmission if any of the following is true: 1. The HTTPS request timed out 2. Errcode has a non-zero value 3. Filetype and Reqtype values are not as expected 4. Ftphostname is not one of the SFTP server IP addresses provided by CH during registration process

9 After receiving valid response from CH, DEM shall establish the SFTP connection using login credentials set during registration process.

10 Upon successful connection, DEM shall send files listed in the initiation message to CH over SFTP with a temporary name. Files received at CH are mapped against the names received in the corresponding message. Files not listed in the message will be ignored by CH

11 After each file is transmitted successfully, DEM shall rename the file to its original name

12 It is advised to use temporary name by appending “.tmp” at the end of original file name. The “.tmp” string can be removed during the rename operation.

13 The file upload must be done to the folder location for file exchange received during registration process.

14 After successful upload of files, the SFTP connection must be closed after logging out. Also, a timeout of 5min shall be set for idle/non-responding sessions. Not closing the login session and SFTP connection can result in exhausting SFTP connections which will prohibit the DEM from sending files for duration set by NPCI.


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15 As a response to above HTTPS message, DEM must wait for following response before marking the retrieval as complete: <handshake> <errcode>0</errcode> <filetype>IN</filetype> <reqtype>A</reqtype> </handshake>

16 DEM must ensure that above HTTPS message is sent and response with errcode zero is received. This is required to ensure that same file(s) is/are not available for duplicate download. Any failure in this confirmation message exchange may keep the file available for download and result in downloading same file(s) multiple times.

17 After successful download of files, the SFTP connection must be closed after logging out. Also, a timeout of 5min shall be set for idle/non-responding sessions. Not closing the login session and SFTP connection can result in exhausting SFTP connections which will prohibit the DEM from sending files for duration set by NPCI.

18 DEM shall perform download activity sequentially in such a way that only one download is in progress for one file type at a given point in time. Parallel download may result in corruption of files on disk

19 It is recommended DEM shall implement timeout and retries for HTTPS messages and SFTP connection and transmission requests.

20 It is recommended to have the time between two successive checks for inward files as configurable

1. Switchover of CH SNO Details YES/NO

1 During retrieval of inward files, DEM shall also check for switchover files at primary as well as secondary CH. A switchover file is a zero-kb file with naming convention DEMID_switchover.txt.

2 As and when the switchover file is received, DEM shall swap the IP addresses between primary and secondary CH. This shall result into DEM pointing to the secondary CH. Note: Secondary CH is the CH to which DEM is not sending outward files.

3 After swapping the IP addresses, DEM shall rename the remote file by appending “.processed” at the end of name of the file.

4 The switch of IP addresses shall be applicable for HTTPS IP and SFTP server IP addresses.

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2. Resend of Files SNO Details YES/NO

1 DEM shall retrieve files to be resent and process as per NPCI specifications

f. Data Reconciliation SNO Details YES/NO

1 For reconciliation, DEM must send count of presented and retrieved files to CH periodically.

2 It is required to send the reconciliation file, as per NPCI format at the end of each presentment or retrieval cycle.

3 Optionally, DEM can have an independent routine executed periodically to send the reconciliation file

4 It is recommended to send reconciliation file every 30 seconds.

3. SECURITY a. Secure Exchange

ID Details YES/NO

1 It is a must for DEM to use HTTPS protocol for message exchange. HTTP protocol will be blocked at CH.

2 It is must for DEM to use SFTP for file exchange. FTP and FTPS will be blocked at CH

3 It is must for DEM to use Hardware Security Module (HSM) for key storage, signing and encryption.

4 In memory encryption is not permitted for security reasons. The application is expected to send data to HSM card for signing and encryption on HSM card.

5 The port numbers for HTTPS and SFTP communication must be configurable at DEM.

6 DEM must support communication using TLS 1.1 and above.

c. PKI for Data in Transit

i. Outward Files ID Details YES/NO

1 DEM shall security algorithms and topologies as per NPCI specifications

2 Digital Signature header as per NPCI format

3 Encryption header information as Per NPCI format

4 Following outward file types are required to have signing and encryption: 1. CXF 2. CIBF 3. RRF

5 Following outward file types does not require signing and encryption: 1. Reconciliation

ii. Inward Files ID Detail YES/NO

1 Encryption Header as per NPCI format

2 Digital Signature header as per NPCI format

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3 Following inward file types are required to have signature verification and decryption: 1. RES 2. OACK 3. PXF 4. PIBF 5. RF 6. EF

4 Following inward file types does not require signature verification and decryption: 1. EOS 2. RESEND 3. SWITCHOVER 4. PDF 5. CHM

c. Dynamic Key Seeding and Revocation

SNO Detail YES/NO

1 DEM requires following keys for various PKI operations: a. Private key of DEM which is accessed by alias name created b. Public key of CH

2 At bank, the private keys for DEM are stored on HSM card / network HSM and the key alias name is stored at CH during certificate registration

3 At application startup, DEM shall make a HTTPS call to retrieve the CH public key and key alias name for bank key. The URL to send the HTTPS request will be provided by NPCI at later stage. Request format will be as per NPCI specification

4 DEM shall stop processing of files in case the HTTPS call fails or error code is non-zero.

1. Public key is refreshed at interval of 4hours 2. Certificate Revocation List (CRL) are updated at interval of 4hours Hence, it is mandatory for DEM to refresh the keys every 4hours minimum to ensure un-interrupted operation of DEM.

9 It is recommended to have key exchange automated at DEM.

4. NON FUNCTIONAL REQUIREMENTS

a . Performance

ID Details YES/NO

1 DEM shall be designed to process required daily volumes for the bank

2 As a standard design basis for CTS, DEM shall be capable of processing 40% of daily volume of the bank in one hour. This shall include processing from sending the initiation HTTPS message till closure of SFTP session. (Number of Instruments per day in peek days upto 10000/day)

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b. Architecture ID Details YES/NO

1 DEM shall support scalable architecture. This should include vertical as well as horizontal scaling. The proposed solution should support multiple DEMs, if required by the Bank in future and support Load Distribution, Data Segregation etc.

2 The file exchange with CH shall be unattended and shall not require any manual intervention after the files are available from capture.

c. High Availability ID Details YES/NO

1 1. DR DEM shall be registered at CH with distinct DEM ID

2. DEM must be capable of replicating the retrieved files from one DEM to corresponding DR site. Files downloaded once will not be available for download again from CH. 3. Primary and DR DEM cannot process same file(s) in parallel as it will lead in corruption of files at CH. However, banks can have multiple DEM dedicated per branch or per city

d. Resilience ID Details YES/NO

1 DEM shall be capable of processing the data 24 hours on a business day

2 DEM application shall sustain data processing for minimum of 24 hours without any restart or errors

3 The resource consumption of DEM shall be below 60% (or Bank’s corporate guideline, whichever is lower) of available resources.

4 DEM shall facilitate automated data and log clean-up

e. Auditing and Logging ID Details YES/NO 1 DEM shall create an audit log as per NPCI specifications

2 All audit logs must have details of DEMID, IP address, User ID, timestamp (up to seconds) as applicable.

3 DEM application shall log all errors occurred along with details of the operation and/or file being processed

B) Technical Specification of Server:

B1. DEM and CTS Application, DB, Archival Server Specifications

DEM Server (Qty. 2) (3 Years Warranty):

Rack Mount CTS App, DB, Archival Server (Qty.2) (3 Years Warranty):

Rack Mount 1 x Intel Silver 4208 @ 2.1GHz Octa Core Processor 2 x Intel Silver 4208 @ 2.1GHz Octa Core Processor

3 x 32GB 2666Mhz Memory 4x32 GB 2666Mhz Memory

2 x 600 GB 10k SAS Hard Disk 2 x 600 GB 10k SAS Hard Disk

2 x 1Gig Network Port 2 x 1Gig Network Port

2 x 750w Power Supply 2 x 750w Power Supply

Integrated RAID Controller Integrated RAID Controller

1 x 2 Port FC HBA Card 1 x 2 Port FC HBA Card

Licensed OS-Windows Server 2016 or above Licensed OS-Windows Server 2016 or above

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B2.) Domain Server Specification (Qty 2) (3 Years Warranty): Rack Mount

Intel Xeon E-2124@ 3.0Ghz Quod Core Processor

1 x 16 GB DDR4 REG ECC Memory

2 x 600GB 10k SAS Harddisk

2 x 1Gig Network Port

Integrated RAID Controller

2 x 750w Power Supply

Licenced OS-Windows Server 2016 or above

C) HSM Card (With 3 years of warranty): HSM Gemalto 7.0 PCIe card

D) HSM Backup Software: Luna Backup software

E) CTS Application Software Specification:

1. Web based CTS application for centralized deployment to handle four legs of clearing.

2. CTS to be deployed at the Bank shall be web based so that it will be deployed centrally.

3. System should be a Centralised CTS Solution with capability to handle Western Grid.

4. System should be able to capture the presentment data with provision for data entry of the required fields.

5. System should be able to perform the required validations to ensure that MICR data and cheque image capturing process is free from errors.

6. System should have provision for Cheques scanning in one single capture with endorsement, MICR line reading along with UV image scanning.

7. Capture solution should be integratable with Canon CR120 uv & ARCA LS 150.

8. System should be able to generate all required cheque images during single scan.

9. System should be able to handle inward, outward and returns clearing.

10. System should allow Inward clearing files to be downloaded and parsed and made available for processing.

11. System should have provision for handling returns clearing. File based returns from CBS should be enabled. Also provision for manual return marking should be available.

12. System should have capability to generate standard reports required in CTS clearing.

13. Solution should follow "maker-checker “concept.

14. System should have user role based access.

15. System should be horizontally and vertically scalable.

16. System should have seamless integration to the core banking system

17. System should have the audit trial feature for access and authorization.

18. System should be compliant with the CHI specifications.

F) External SAN Storage (Qty. 2) (3 Year Warranty)

External Storage -Enterprise class

Storage with Dual controller with 16GB Cache

12 x 1.2TB 10K SAS 2.5-inch HDD

2 x 16Gb FC 4 Port Card

8 x 16Gb FC SFP SW Transceivers

The formats and other details will be as per technical specification document provided by NPCI vide circular No. NPCI/2018-19/CTS/18 dated 14.08.2019, with subsequent updates, if any.

Date: Place: Signature of Authorized Signatory Name of Signatory: Designation: Seal of Company

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ANNEXURE-XII

UNDERTAKING FROM OEMs To be provided on letter head of the issuing company


Sir, Sub.: Undertaking of Authenticity for software used inside the company products. Ref: Our bid for Implementation of Data Exchange module for cheque truncation system at CPC, Saurashtra Gramin Bank, Rajkot, Gujarat. With reference to the software used inside the company products being quoted by us vide your tender cited above. We hereby undertake that company products shall be original software only, from respective OEMs of the products and that in case of default/unable to comply with above software already billed, we agree to take back the supplied items without demur, if already supplied and return the money if any paid to us by you in this regard. We also take full responsibility of both software & Service SLA as per the content even if there is any defect.

Date: Place:



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ANNEXURE - XIII

SERVICE SUPPORT DETAILS OF BIDDER/OEM Sr. No Bidder/OEM Location Status

of Office working days & hours

No. of Maintenance Engineers

Volume of min. stock of spares available at all the times

Address Office Telephone Number

Fax No.

Name of contact Person with contact number

• Toll free No. for call logging:

• E-mail Id for logging the case:

• Details required for lodging the complaint:

Date: Place:



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(ANNEXURE-XIV) Commercial Bid Format

Sr. no Item Description Quantity Unit price Total price

1 DEM Active License with installation at PR & DR Site with 3 Years Warranty

2

2 DEM Server (3 Years Warranty) 2

3 CTS Application, DB, Archival Server (3 Years Warranty)

2

4 Domain Server (3 Years Warranty) 2

5 HSM Card (PCI) (Warranty 3 Years) 2

6 HSM Luna Backup Software 1

7 CTS Application License (3 Years Warranty)

1

8 External SAN Storage (3 Year Warranty)

2

9 TCO ( Total Cost of Ownership)

Note: 1. The rates quoted in commercial bid should be inclusive of all taxes, except GST. GST shall be

paid to the bidder on actual basis at the rate applicable. The rate of applicable GST should be informed and charged separately in the invoice generated for supply of the product.

2. The bidders will be required to quote for all the Mandatory items required by the Bank.

3. Any column left blank will result in disqualification of the bid.

4. L1 vendor will be decided on the basis of total least cost derived from TCO by Reverse Auction.

5. Bank may ask successful bidder to conduct POC/Demo for Items specified.

6. Bank at its own discretion may or may not place the order of the items mentioned above.

Date: Place:



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PERFORMA FOR INTEGRITY PACT

ANNEXURE - XV


Subject: Submission of Tender for the work…………… Dear Sir,

I/We acknowledge that Saurashtra Gramin Bank is committed to follow the principle of transparency equity and competitiveness as enumerated in the Integrity Agreement enclosed with the tender/bid document. I/We agree that the Notice Inviting Tender (NIT) is an invitation to offer made on the condition that I/We will sign the enclosed integrity Agreement, which is an integral part of tender documents, failing which I/We will stand disqualified from the tendering process. I/We acknowledge that THE MAKING OF THE BID SHALL BE REGARDED AS AN UNCONDITIONAL AND ABSOLUTE. ACCEPTANCE of this condition of the NIT. I/We confirm acceptance and compliance with the Integrity Agreement in letter and spirit and further agree that execution of the said Integrity Agreement shall be separate and distinct from the main contract, which will come into existence when tender/bid is finally accepted by Saurashtra Gramin Bank. I/We acknowledge and accept the duration of the Integrity Agreement, which shall be in the line with Section 6 of the enclosed Integrity Agreement. I/We acknowledge that in the event of my/our failure to sign and accept the Integrity Agreement, while submitting the tender/bid, Saurashtra Gramin Bank shall have, absolute and unfettered right to disqualify the tenderer/bidder and reject the tender/bid is accordance with terms and conditions of the tender/bid. Yours faithfully (Duly authorized signatory of the Bidder) to be signed by the bidder and same signatory competent / authorized to sign the relevant contract on behalf of Saurashtra Gramin Bank.

Date: Place:



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ANNEXURE-XVI INTEGRITY PACT

Between Saurashtra Gramin Bank hereinafter referred to as ―The Principal, And…………………………………………… hereinafter referred to as ―The Bidder / Contractor Preamble The Principal intends to award, under laid down organizational procedures, contract/s for………………………………………The Principal values full compliance with all relevant laws of the land, rules, regulations, economic use of resources and of fairness / transparency in its relations with its Bidder (s) and / or Contractor (s). In order to achieve these goals, the Principal will appoint an Independent External Monitor (IEM), who will monitor the tender process and the execution of the contract for compliance with the principles mentioned above. Section 1 – Commitments of the Principal (1) The Principal commits itself to take all measures necessary to prevent corruption and to observe the following principles:- a. No employee of the Principal, personally or through family members, will in connection with the tender for , or the execution of a contract, demand, take a promise for or accept, for self or third person, any material or immaterial benefit which the person is not legally entitled to.

b. The Principal will, during the tender process treat all Bidder(s) with equity and reason. The Principal will in particular, before and during the tender process, provide to all Bidder(s) the same information and will not provide to any Bidder(s) confidential / additional information through which the Bidder(s) could obtain an advantage in relation to the tender process or the contract execution.

c. The Principal will exclude from the process all known prejudiced persons.

(2) If the Principal obtains information on the conduct of any of its employees which is a criminal offence under the IPC/PC Act, or if there be a substantive suspicion in this regard, the Principal will inform the Chief Vigilance Officer and in addition can initiate disciplinary actions.

Section 2 – Commitments of the Bidder(s) / contractor(s)

(1) The Bidder(s)/ Contractor(s) commit themselves to take all measures necessary to prevent corruption. He commits himself to observe the following principles during his participation in the tender process and during the contract execution.

a. The Bidder(s)/ Contractor(s) will not, directly or through any other person or firm, offer, promise or give to any of the Principal’s employees involved in the tender process or the execution of the contract or to any third person any material or other benefit which he/she is not legally entitled to, in order to obtain in exchange any advantage of any kind whatsoever during the tender process or during the execution of the contract.

b. The Bidder(s)/ Contractor(s) will not enter with other Bidders into any undisclosed agreement or understanding, whether formal or informal. This applies in particular to prices, specifications, certifications, subsidiary contracts, submission or non-submission of bids or any other actions to restrict competitiveness or to introduce cartelization in the bidding process.

c. The Bidder(s)/ Contractor(s) will not commit any offence under the relevant IPC/PC Act; further the Bidder(s)/ Contractor(s) will not use improperly, for purposes of competition or personal gain, or pass on to others, any information or document provided by the Principal as part of the business relationship, regarding plans, technical proposals and business details, including information contained or transmitted electronically. d. The Bidder(s)/Contractors(s) of foreign origin shall disclose the name and address of the Agents/representatives in India, if any. Similarly the Bidder(s)/Contractors(s) of Indian Nationality shall furnish the name and address of the foreign principals, if any. Further details as mentioned in the

“Guidelines on Indian Agents of Foreign Suppliers” shall be disclosed by the Bidder (s)/Contractor(s).Further, as mentioned in the Guidelines all the payments made to the Indian agent/representative have to be in Indian Rupees only. Copy of the “Guidelines on Indian Agents of Foreign Suppliers” is placed at end of pact. The Bidder(s)/ Contractor(s) will, when presenting his bid, disclose any and all payments he has made, is committed to or intends to make to agents, brokers or any

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other intermediaries in connection with the award of the contract. The Bidder(s)/ Contractor(s) will not instigate third persons to commit offences outlined above or be an accessory to such offences.

Section 3- Disqualification from tender process and exclusion from future contracts If the Bidder(s)/Contractor(s), before award or during execution has committed a transgression through a violation of Section 2, above or in any other form such as to put his reliability or credibility in question, the Principal is entitled to disqualify the Bidder(s)/Contractor(s) from the tender process or take action.

Section 4 – Compensation for Damages

(1) If the Principal has disqualified the Bidder(s) from the tender process prior to the award according to Section 3, the Principal is entitled to demand and recover the damages equivalent to Earnest Money Deposit/ Bid Security.

(2) If the Principal has terminated the contract according to Section 3, or if the Principal is entitled to terminate the contract according to Section 3, the Principal shall be entitled to demand and recover from the Contractor the damages of the Contract value or the amount equivalent to Performance Bank Guarantee.

Section 5 – Previous transgression (1) The Bidder declares that no previous transgressions occurred in the last three years with any other Bank in any country conforming to the anti-corruption approach or with any Public Sector Enterprise in India that could justify his exclusion from the tender process.

(2) If the Bidder makes incorrect statement on this subject, he can be disqualified from the tender process or action can be taken.

Section 6 – Equal treatment of all Bidders / Contractors / Subcontractors

(1) The Bidder(s)/ Contractor(s) undertake(s) to demand from his subcontractors a commitment in conformity with this Integrity Pact.

(2) The Principal will enter into agreements with identical conditions as this one with all Bidders and Contractors.

(3) The Principal will disqualify from the tender process all bidders who do not sign this Pact or violate its provisions.

Section 7 – Criminal charges against violating Bidder(s) / Contractor(s) / Subcontractor(s)

If the Principal obtains knowledge of conduct of a Bidder, Contractor or Subcontractor, or of an employee or a representative or an associate of a Bidder, Contractor or Subcontractor which constitutes corruption, or if the Principal has substantive suspicion in this regard, the Principal will inform the same to the Chief Vigilance Officer. Section 8 – Independent External Monitor / Monitors (1) The Principal appoints competent and credible Independent External Monitor for this Pact. The task of the Monitor is to review independently and objectively, whether and to what extent the parties comply with the obligations under this agreement.

(2) The Monitor is not subject to instructions by the representatives of the parties and performs his functions neutrally and independently. It will be obligatory for him to treat the information and documents of the Bidders/Contractors as confidential. He reports to the Chairman, SAURASHTRA GRAMIN BANK.

(3) The Bidder(s)/Contractor(s) accepts that the Monitor has the right to access without restriction to all Project documentation of the Principal including that provided by the Contractor. The Contractor will also grant the Monitor, upon his request and demonstration of a valid interest, unrestricted and unconditional access to his project documentation. The same is applicable to Subcontractors. The Monitor is under contractual obligation to treat the information and documents of the Bidder(s)/ Contractor(s)/ Subcontractor(s) with confidentiality.

(4) The Principal will provide to the Monitor sufficient information about all meetings among the parties related to the Project provided such meetings could have an impact on the contractual relations between the Principal and the Contractor. The parties offer to the Monitor the option to participate in such meetings.

(5) As soon as the Monitor notices, or believes to notice, a violation of this agreement, he will so inform the Management of the Principal and request the Management to discontinue or take corrective action, or to

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take other relevant action. The monitor can in this regard submit non-binding recommendations. Beyond this, the Monitor has no right to demand from the parties that they act in a specific manner, refrain from action or tolerate action.

(6) The Monitor will submit a written report to the Chairman, SAURASHTRA GRAMIN BANK within 8 to 10 weeks from the date of reference or intimation to him by the Principal and, should the occasion arise, submit proposals for correcting problematic situations.

(7) If the Monitor has reported to the Chairman SAURASHTRA GRAMIN BANK, a substantiated suspicion of an offence under relevant IPC/ PC Act, and the Chairman SAURASHTRA GRAMIN BANK has not, within the reasonable time taken visible action to proceed against such offence or reported it to the Chief Vigilance Officer, the Monitor may also transmit this information directly to the Central Vigilance Commissioner.

(8) The word ―Monitor‖ would include both singular and plural.

Section 9 – Pact Duration

This Pact begins when both parties have legally signed it. It expires for the Contractor 12 months after the last payment under the contract, and for all other Bidders 6 months after the contract has been awarded. If any claim is made / lodged during this time, the same shall be binding and continue to be valid despite the lapse of this pact as specified above, unless it is discharged / determined by Chairman of SAURASHTRA GRAMIN BANK.

Section 10 – Other provisions

(1) This agreement is subject to Indian Law. Place of performance and jurisdiction is the Head Office of the Principal, i.e. Rajkot. (2) Changes and supplements as well as termination notices need to be made in writing. Side agreements have not been made. (3) If the Contractor is a partnership or a consortium, this agreement must be signed by all partners or consortium members. (4) Should one or several provisions of this agreement turn out to be invalid, the remainder of this agreement remains valid. In this case, the parties will strive to come to an agreement to their original intentions. (5) In the event of any contradiction between the Integrity Pact and its Annexure, the Clause in the Integrity Pact will prevail.” (For & On behalf of the Principal) For & On behalf of the Principal

Bidder / Contractor

(Office Seal) (Office Seal)

Place Place

Date Date

Witness1: Witness1:

Name & Address Name & Address

Witness 2: Witness 2: Name & Address Name & Address

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GUIDELINES FOR INDIAN AGENTS OF FOREIGN SUPPLIERS

1.0 Wherever the Indian representatives have communicated on behalf of their principals and the foreign parties have stated that they are not paying any commission to the Indian agents, and the Indian representative is working on the basis of salary or as retainer, a written declaration to this effect should be submitted by the party (i.e. Principal) before finalizing the order.

2.0 DISCLOSURE OF PARTICULARS OF AGENTS/ REPRESENTATIVES IN INDIA. IF ANY.

2.1 Tenderers of Foreign nationality shall furnish the following details in their offer:

2.1.1 The name and address of the agents/representatives in India, if any and the extent of authorization and authority given to commit the Principals. In case the agent/representative be a foreign Bank, it shall be confirmed whether it is real substantial Bank and details of the same shall be furnished.

2.1.2 The amount of commission/remuneration included in the quoted price(s) for such agents/representatives in India.

2.1.3 Confirmation of the Tenderer that the commission/ remuneration if any, payable to his agents/representatives in India, may be paid by SAURASHTRA GRAMIN BANK in Indian Rupees only.

2.2 Tenderers of Indian Nationality shall furnish the following details in their offers: 2.2.1 The name and address of the foreign principals indicating their nationality as well as their status, i.e, whether manufacturer or agents of manufacturer holding the Letter of Authority of the Principal specifically authorizing the agent to make an offer in India in response to tender either directly or through the agents/representatives. 2.2.2 The amount of commission/remuneration included in the price (s) quoted by the Tenderer for himself. 2.2.3 Confirmation of the foreign principals of the Tenderer that the commission/remuneration, if any, reserved for the Tenderer in the quoted price (s), may be paid by SAURASHTRA GRAMIN BANK in India in equivalent Indian Rupees on satisfactory completion of the Project or supplies of Stores and Spares in case of operation items . 2.3 In either case, in the event of contract materializing, the terms of payment will provide for payment of the commission /remuneration, if any payable to the agents/representatives in India in Indian Rupees on expiry of 90 days after the discharge of the obligations under the contract. 2.4 Failure to furnish correct and detailed information as called for in paragraph-2.0 above will render the concerned tender liable to rejection or in the event of a contract materializing, the same liable to termination by SAURASHTRA GRAMIN BANK.

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Annexure XVII Service Levels

Annexure describes the service levels that have been established for the Services offered by Bidder to the

Bank. Bidder shall monitor and maintain the stated service levels to provide quality customer service to the

Bank.

A. SCOPE OF WORK:-

B. Requirement - DEM (Data Exchange Module) & CTS Web Based Application

C. Bank requires - DEMs- 2 Licenses- (1 Primary & 1 DR), CTS Application License

The functionalities to be covered in DEM:-




• Perform switchover to Secondary CH as and when DR is invoked at CH.


• Integration with CTS Capture System of the CPC and CH/CCH of NPCI.

The detailed tasks/activities to be performed by DEM will be as per concept note released by NPCI vide Circular No. NPCI/2018-19/CTS/015 dated 01.06.2018. Bidders may refer related documents on website of NPCI “www.npci.org.in”. References should also be taken from other NPCI Circulars regarding DEM implementation. The selected bidder is expected to broadly perform the following tasks:

• DEM supply & installation/implementation of complete DEM solution

• User Training


• Certification by NPCI


b) Vulnerability assessment report and InfoSec audit report conducted by Bank



19/CTS/18 dated 14.08.2019. Latest Specification document is available at link


Existing CHI Server, HSM card and Network will be used for DEM Implementation. Presently DEM will be on windows server 2012 R2. Any upgrade/reinstallation/reimplementation of DEM to support Windows Server 2012 R2 or above throughout the contract period shall be carried out by the Bidder without any extra cost to the Bank.

There is a single center for processing of Inward Clearing Instruments and multiple decentralized Outward Clearing scanning centers. Implementation should be in accordance with the present set up and should be acquainted for further requirement.

The solution should be integrated with all the security solutions /policy implemented by Bank starting day one and shall be updated as per requirement of the Bank from time to time.

All security Vulnerability found during Internal Audits, IS Audit, RBI Audit must be complied by bidder. Bidder has to customize/modify the solution to meet the requirement as per Internal Audits, IS Audit report, RBI Audit report etc. timely and without any extra cost to the bank.

D. OTHER CONDITIONS:

I. Term of Project: The vendor will provide services for implementation / rolling-out /support /



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maintenance of DEM with three years warranty from the date of Agreement with as option of further extension of contract of 1 year each for total 2 years at the same rate and terms & conditions provided services of the bidder is satisfactory and at Bank’s sole discretion. Bank reserves right to cancel the contract at any time in case system fails to meet any of the requirements as mentioned in the RFP.

II. DEM Implementation: Vendor should complete implementation, certification with NPCI and all 3 DEM & CTS within 90 days.

III. No right to employment in the Bank shall accrue or arise, at any point of time under this project.

IV. Bank reserves the right to change the Vendor with one month’s notice to the concerned person of the Company.

V. Successful bidder/OEM has to enter into source code agreement with the bank for the DEM software applications. (Only for software/application)

VI. The offered DEM shall be subjected to Banks audit through off-site and on-site scrutiny at any time during the contract period. The auditors may be internal/ external. The vendor should provide solution and implementation for all the audit points raised by Bank’s internal/external team during the contract period without any extra cost.

VII. A detailed agreement will be done with the vendor specifying roles and responsibilities.

VIII. The vendor shall provide the required qualified & trained resources L2 engineer (BE/BTech in Computer Science or Electronics or Information Technology) during testing, deployment and rollout of the offered DEM till signoff of the project. (Min. One person).

IX. Required technical details/brochure/s of DEM offered by the Bidder duly supported by schematic diagrams and technical specifications of each component offered shall be furnished along with the reasons justifying the requirement/s for each such items/components, accessories and software products as part of the Technical Bid. Bidders should provide all the information necessary as per RFP, failing which their proposals are liable to be rejected.

X. Any expenses during contract period for Travelling, Diem etc. will not be paid by the Bank. Vendor has to visit the site as and when required at their own cost.

E. REGULATORY COMPLIANCE: The Bidder should comply with NPCI guidelines specified

by NPCI for the DEM solution and must comply with the subsequent amendments. The DEM solution should at all-time be compliant with latest standards / guidelines issued by Government/RBI/IBA /IDRBT/NPCI/NABARD/UIDAI/DFS authorities and other Government authorities with regard to DEM implementation. In case of any change in the guidelines (by any of the above-mentioned authorities) throughout the contract period, the bidder would have to comply with the same without any extra cost to the bank. Bidder has to customize/modify the solution to meet the requirement as per RBI / IBA /IDRBT/NPCI/NABARD/UIDAI/DFS etc. requirement within a maximum period of 1 month from the date of issuance of such customization/modifications or earlier, depending upon the level of customization/modification prescribed by the said authorities.

F. SYSTEM AVAILABILITY

System availability is defined as {(Scheduled operation time – system downtime)/(scheduled

operation time)}*100%

Where:-

I. “Scheduled operation time” means the scheduled operating hours of the System for the year. All

planned downtime on the system would be deducted from the total operation time for the year to

give the scheduled operation time.

II. “System downtime” means accumulated time during which the system is totally inoperable due to in-

scope system failure, and measured from the time Bank and/or its customers log a call with Bidder

help desk of the failure or the failure is known to Bidder from the availability measurement tools to

the time when the system is returned to proper operation.

III. The business hours are 10AM to 10PM on any calendar day the Bank’s branch is operational.

Bidder however recognizes the fact that the CPC CENTRE and outward branches will require to

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work beyond the business hours on need basis.

IV. Average uptime will be for each individual device.

V. Response may be telephonic or onsite.

VI. Typically Resolution time will be applicable.

G. SYSTEM DOWN TIME:

a) After Implementation of the Complete Solution: The system installed must give an uptime of 99.95% on quarterly basis. Bidder shall resolve the issue/ problem within 4 hours from the time of reporting. Bidder shall ensure to resolve delivery of any replacement/ repair of damage part or equipment within 4 hours from the time of reporting at no extra cost to the Bank. The bidder shall provide 24X7 service support by deputing their engineer as and when required.

The performance would be measured as under on quarterly basis.

Total hours in quarter – Downtime in hours

Performance (%) = x 100 Total hours in quarter

The percentage uptime will be calculated on quarterly basis (24 hours a day) Penalty shortfall in performance level: amount of penalty to be deducted

Uptime

Penalty as % of (Cost of DEM & CTS License)

>99.96% NIL

<=99.96 to >98.0 2%

<=98.0 to >97.0 4%

<=97.0 to >96.0 6%

<=96.0 to >95.0 8%

Below 95.0% 10%

H. LIQUIDATED DAMAGES

Bank will consider the inability of the Bidder to deliver any of or all DEM services within the specified time limit, as a breach of contract and would entail the payment of Liquidation Damages on the part of the Bidder . The liquidation damages represent an estimate of the loss or damage that Bank may have suffered due to delay in performance of the obligations (relating to delivery, installation, warranty, maintenance etc.) by the Bidder. Installation will be treated as incomplete in one/all of the following situations:

o Non-delivery of any component or other services mentioned in the order Non-delivery of supporting documentation Delivery/Availability, but no installation of the components and/or software No Integration

o System operational but unsatisfactory to Bank

If the Bidder fails to deliver any or all of the Goods or perform the Services within the time period(s) specified in the Contract or contract duration, Bank shall, without prejudice to its other remedies under the Contract, deduct from the Contract Price, as liquidated damages, a sum equivalent to 1% of the complete contract amount until actual delivery or performance, per week or part thereof (5 days will be treated as a week); and the maximum deduction is 10% of the contract price. Once the maximum is reached, Bank may consider termination of the contract, invoke of bank guarantee or any other rights as deem fit. All the deliverables given to the Bank at that instance will continue to be the property of Bank and the Bank plans to use the same for any purpose which it may deem fit Bank shall invoke the performance guarantee in case the Bidder fails to discharge their contractual obligations during the period of contract or Bank incurs any loss due to Bidder’s negligence in carrying out the project implementation as per the agreed terms & conditions. Bidder shall have to submit fresh Performance Bank Guarantee of the same amount as submitted earlier in case PBG is invoked by Bank

However maximum cap of penalty will be 10% of Total Cost Of Ownership.

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Annexure XVIII

PROFORMA FOR PERFORMANCE GUARANTEE

(To be stamped in accordance with the stamp act)

In consideration of Saurashtra Gramin Bank (Sponsored by Govt. of India, Govt. of Gujarat & SBI), established under the Regional Rural Bank Act, 1976, having its Head Office at Wing-2, LIC Jeevan Prakash Building, Nr. Mahila College Chowk, Tagore Road, Rajkot, Gujarat, India (hereinafter called “Saurashtra Gramin Bank”) having agreed to exempt M/s (Name of the vendor Company) a Company incorporated under the Companies Act, 1956 having its registered office at (Address of the vendor company) (hereinafter called “the said VENDOR”) from the demand, under the terms and conditions of Saurashtra Gramin Bank’s purchase order/ Letter of Intent bearing no. ….dated…………………. issued to the Vendor and an Agreement to be made between Saurashtra Gramin Bank and the Vendor for a period of …………. . In pursuance of Request For Proposal no……………………..dated… ................................... , as modified, (hereinafter called “the said Agreement”), of security deposit for the due fulfilment by the said VENDOR of the Terms and conditions contained in the said Agreement, on production of a Bank Guarantee for Rs.…………………………… (Rupees….......................................................... Only). We, .................................................... [indicate the name of the bank ISSUING THE BANK GUARANTEE] (hereinafter referred to as “the Bank”) at the request of ………………………………….. [VENDOR] do hereby undertake to pay to Saurashtra Gramin Bank an amount not exceeding Rs… ... against any loss or damage caused to or suffered or would be caused to or suffered by Saurashtra Gramin Bank by reason of any breach by the said VENDOR of any of the terms or conditions contained in the said Agreement. 1. We …………………………………………………… [indicate the name of the bank ISSUING THE BANK GUARANTEE] do hereby undertake to pay the amounts due and payable under this guarantee without any demur, merely on a demand from Saurashtra Gramin Bank stating that the amount claimed is due by way of loss or damage caused to or breach by the said VENDOR of any of the terms or conditions contained in the said Agreement or by reason of the VENDOR‟S failure to perform the said Agreement. Any such demand made on the Bank shall be conclusive as regards the amount due and payable by the Bank under this guarantee. However, our liability under this guarantee shall be restricted to an amount not exceeding Rs.………………………….. 2. We undertake to pay to Saurashtra Gramin Bank any money so demanded notwithstanding any dispute or disputes raised by the VENDOR in any suit or proceeding pending before any court or Tribunal relating thereto our liability under this present being absolute and unequivocal.

The payment as made by us under this bond shall be a valid discharge of our liability for payment there under and the VENDOR for payment there under and the VENDOR shall have no claim against us for making such payment. 3. We, ……………………………………………… [indicate the name of the bank ISSUING THE GUARANTEE] further agree that the guarantee herein contained shall remain in full force and effect during the period that would be taken for the performance of the said Agreement and that it shall continue to be enforceable till all the dues of BANK under or by virtue of the said Agreement have been fully paid and its claims satisfied or discharged or till Saurashtra Gramin Bank certifies that the terms and conditions of the said Agreement have been fully and properly carried out by the said VENDOR and accordingly discharged this guarantee. Unless a demand or claim under this guarantee is made on us in writing on or before ……………………………..(Expiry of claim period), we shall be discharged from all liabilities under this guarantee thereafter. 4. We .................................................... [indicate the name of bank ISSUING THE

GUARANTEE] further agree with Saurashtra Gramin Bank that SGB shall have the fullest liberty without our consent and without affecting in any manner our obligations hereunder to vary any of the terms and conditions of the said Agreement or to extend time of performance by the said VENDOR from time or to postpone for any time, or from time to time any of the powers exercisable by Saurashtra Gramin Bank against the said VENDOR and to forebear or enforce any of the terms and conditions relating to the said agreement and we shall not be relieved from our liability by reason of any variation, or extension being granted to the said VENDOR or for any forbearance, act or omission on the part of Saurashtra Gramin

P a g e 67 | 72

Bank of any indulgence by Saurashtra Gramin Bank to the said VENDOR or by any such matter or thing whatsoever which under the law relating to sureties would, but for this provision, have effect of so relieving us. 5. This guarantee will not be discharged due to the change in the constitution of the Bank or the VENDOR.

6. We, ……………………………………… [indicate the name of Bank ISSUING THE GUARANTEE ] lastly undertake not to revoke this guarantee during its currency except with the previous consent of Saurashtra Gramin Bank in writing.

Notwithstanding anything contained herein: i) Our liability under this Bank Guarantee shall not exceed Rs…….. (Rupees… ..................................................... ) only.

ii) This Bank Guarantee shall be valid upto .......................................................... and

iii) We are liable to pay the guaranteed amount or any part thereof under this Bank Guarantee only and only if you serve upon us a written claim or demand on or before

……………………………………………(date of expiry of Guarantee including claim period). 7. Dated the …………………… day of ……… for .............. [indicate the name of Bank]

Yours‟ faithfully, For and on behalf of Bank Authorised Official

Note: 1. Selected bidder should ensure that the seal and Code No. of the signatory is put by the bankers, before submission of the bank guarantee.

2. Bidder guarantee issued by banks located in India shall be on a Non-Judicial Stamp Paper of requisite value as applicable to the place of execution.

P a g e 68 | 72

ANNEXURE-XIX

NON-DISCLOSURE AGREEMENT

This Agreement made at , on this day of 2020.

BETWEEN

a company incorporated under the Companies Act, 1956 having

its registered office at (hereinafter referred to as “ ---- ” which expression

unless repugnant to the context or meaning thereof be deemed to include its successors and assigns) of

the ONE PART;

AND

Saurashtra Gramin Bank (Sponsored by Govt. of India, Govt. of Gujarat & SBI), established under the Regional Rural Bank Act, 1976, having its Head Office at 1st Floor, Wing-2, LIC Jeevan Prakash Building, Nr. Mahila College Chowk, Tagore Road, Rajkot - 360001, Gujarat, India (hereinafter referred to as “Bank” which expression unless repugnant to the context or meaning thereof be deemed to include its successors and assigns) of the OTHER PART

Vendor and Bank are hereinafter individually referred to as party and collectively referred to as “the

Parties”. Either of the parties which discloses or receives the confidential information is respectively referred

to herein as Disclosing Party and Receiving Party.

WHEREAS:

The Parties intend to engage in discussions and negotiations concerning the establishment of a business

relationship between them. In the course of such discussions and negotiations, it is anticipated that both the

parties may disclose or deliver to either of the Parties certain or some of its trade secrets or confidential or

proprietary information, for the purpose of enabling the other party to evaluate the feasibility of such

business relationship (hereinafter referred to as “the Purpose”).

NOW, THEREFORE, THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND

BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. Confidential Information: “Confidential Information” means all information disclosed/ furnished by either

of the parties to another Party in connection with the business transacted/to be transacted between the

Parties and/or in the course of discussions and negotiations between them in connection with the

Purpose. Confidential Information shall include customer data, any copy, abstract, extract, sample, note

or module thereof.

Either of the Parties may use the Confidential Information solely for and in connection with the Purpose.

Notwithstanding the foregoing, “Confidential Information” shall not include any information which the

Receiving Party can show: (a) is now or subsequently becomes legally and publicly available without

breach of this Agreement by the Receiving Party, (b) was rightfully in the possession of the Receiving

Party without any obligation of confidentiality prior to receiving it from the Disclosing Party, (c) was

rightfully obtained by the Receiving Party from a source other than the Disclosing Party without any

obligation of confidentiality, or (d) was developed by or for the Receiving Party independently and

P a g e 69 | 72

Without reference to any Confidential Information and such independent development can be shown by

documentary evidence.

1. Non-disclosure: The Receiving Party shall not commercially use or disclose any Confidential

Information or any materials derived there from to any other person or entity other than persons in the direct employment of the Receiving Party who have a need to have access to and knowledge of the Confidential Information solely for the Purpose authorized above. The Receiving Party may disclose Confidential Information to consultants only if the consultant has executed a Non-disclosure Agreement with the Receiving Party that contains terms and conditions that are no less restrictive than these. The Receiving Party shall take appropriate measures by instruction and written agreement prior to disclosure to such employees to assure against unauthorized use or disclosure. The Receiving Party agrees to notify the Disclosing Party immediately if it learns of any use or disclosure of the Disclosing Party‟s Confidential Information in violation of the terms of this Agreement. Further, any breach of non- disclosure obligations by such employees or consultants shall be deemed to be a breach of this Agreement by the Receiving Party and the Receiving Party shall be accordingly liable therefore.

Provided that the Receiving Party may disclose Confidential information to a court or governmental

agency pursuant to an order of such court or governmental agency as so required by such order,

provided that the Receiving Party shall, unless prohibited by law or regulation, promptly notify the

Disclosing Party of such order and afford the Disclosing Party the opportunity to seek appropriate

protective order relating to such disclosure.

3. Publications: Neither Party shall make news releases, public announcements, give interviews, issue or

publish advertisements or publicize in any other manner whatsoever in connection with this Agreement,

the contents / provisions thereof, other information relating to this Agreement, the Purpose, the

Confidential Information or other matter of this Agreement, without the prior written approval of the other

Party.

4. Term: This Agreement shall be effective from the date hereof and shall continue till establishment of business relationship between the Parties and execution of definitive agreements thereafter. Upon expiration or termination as contemplated herein the Receiving Party shall immediately cease any and all disclosures or uses of Confidential Information; and at the request of the Disclosing Party, the Receiving Party shall promptly return or destroy all written, graphic or other tangible forms of the Confidential Information and all copies, abstracts, extracts, samples, notes or modules thereof.

Notwithstanding anything to the contrary contained herein the confidential information shall continue to

remain confidential until it reaches the public domain in the normal course.

5. Title and Proprietary Rights: Notwithstanding the disclosure of any Confidential Information by the

Disclosing Party to the Receiving Party, the Disclosing Party shall retain title and all intellectual property

and proprietary rights in the Confidential Information. No license under any trademark, patent or

copyright, or application for same which are now or thereafter may be obtained by such Party is either

granted or implied by the conveying of Confidential Information. The Receiving Party shall not conceal,

alter, obliterate, mutilate, deface or otherwise interfere with any trademark, trademark notice, copyright

notice, confidentiality notice or any notice of any other proprietary right of the Disclosing Party on any

copy of the Confidential Information, and shall reproduce any such mark or notice on all copies of such

Confidential Information. Likewise, the Receiving Party shall not add or emboss its own or any other any

mark, symbol or logo on such Confidential Information.

6. Return of Confidential Information: Upon written demand of the Disclosing Party, the Receiving

Party shall (i) cease using the Confidential Information, (ii) return the Confidential Information and all

copies, abstract, extracts, samples, notes or modules thereof to the Disclosing Party within seven (7)

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Days after receipt of notice, and (iii) upon request of the Disclosing Party, certify in writing that the

Receiving Party has complied with the obligations set forth in this paragraph.

7. Remedies: The Receiving Party acknowledges that if the Receiving Party fails to comply with any of its

obligations hereunder, the Disclosing Party may suffer immediate, irreparable harm for which monetary

damages may not be adequate. The Receiving Party agrees that, in addition to all other remedies

provided at law or in equity, the Disclosing Party shall be entitled to injunctive relief hereunder.

8. Entire Agreement, Amendment, Assignment: This Agreement constitutes the entire agreement

between the parties relating to the matters discussed herein and supersedes any and all prior oral

discussions and/or written correspondence or agreements between the parties. This Agreement may be

amended or modified only with the mutual written consent of the parties. Neither this Agreement nor any

right granted hereunder shall be assignable or otherwise transferable.

9. Governing Law and Jurisdiction: The provisions of this Agreement shall be governed by the laws of

India. The disputes, if any, arising out of this Agreement shall be submitted to the jurisdiction of the courts/tribunals in Rajkot.

10. General: The Receiving Party shall not reverse-engineer, decompile, disassemble or otherwise

interfere with any software disclosed hereunder. All Confidential Information is provided “as is”. In no

event shall the Disclosing Party be liable for the inaccuracy or incompleteness of the Confidential

Information. None of the Confidential Information disclosed by the parties constitutes any

representation, warranty, assurance, guarantee or inducement by either party to the other with respect

to the fitness of such Confidential Information for any particular purpose or infringement of trademarks,

patents, copyrights or any right of third persons.

11. Indemnity: The receiving party should indemnify and keep indemnified, saved, defended, harmless

against any loss, damage, costs etc. incurred and / or suffered by the disclosing party arising out of

breach of confidentiality obligations under this agreement by the receiving party etc., officers,

employees, agents or consultants.

IN WITNESS WHEREOF, the Parties hereto have executed these presents the day, month and year first

hereinabove written.

For and on behalf of

Name of Authorized signatory:

Designation:

For and on behalf of

SAURASHTRA GRAMIN BANK

Name of Authorized signatory:

Designation:

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Checklist for RFP Submission

ANNEXURE-XX

Sl. No.

Particulars Submitted (Yes/No)

Page No

1 Proof of RFP Cost

2 Proof of EMD

3 Terms and Conditions (Annexure I)

4 Undertaking By The Bidder (Annexure-II)

5 Compliance To Eligibility Criteria (Annexure III)

6 Bidders Information (Annexure-IV)

7 Compliance Statement (Annexure-V)

8 Performance Certificate (Annexure – VI)

9 Litigation Certificate (Annexure – VII)

10 Undertaking For Non- Blacklisted(Annexure – VIII)

11 Turnover Certificate by CA (Annexure-IX)

12 Manufacturer‟s Authorization Form (MAF) (Annexure-Xa)

13 Undertaking for being the OEM of the Offered Solution (Annexure-Xb)

14 Technical Specifications of the Solution (Annexure-XI)

15 Undertaking of Authenticity for all components software used inside the company products/(Annexure-XII)

16 Service support details of Bidder/OEM (Annexure –XIII)

17 Commercial Details (Annexure-XIV)

18 Integrity Pact (Annexure – XV-XVI)

19 Service Level (Annexure- XVII) 20 Checklist (Annexure – XX)

21 Power of Attorney and Copy of Board Resolution 22 NPCI certification document

23 Signed Copy of RFP

24 Signed Copy of Corrigendum, if any

25 Any other document

Note: a) All pages of the bid documents must be signed by authorized person. b) All pages of the bid documents should be numbered in serial order i.e. 1, 2, 3… c) Format for Commercial Bid to be submitted in e-procurement process only. No hardcopy of the same be enclosed with the supporting documents. Bank may ask for any other document on its discretion.

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Annexure - XXI

List of Annexures

Sr_No Annexure No Description Page No To Be Submitted along with

Technical Bid or Commercial

Bid

1. I Terms and conditions 15 Technical Bid

2. II Undertaking from the bidder 38 Technical Bid

3. III Eligibility criteria of the bidder 39 Technical Bid

4. IV Bidder’s information 41 Technical Bid

5. V Compliance statement 42 Technical Bid

6. VI Performance certificate 43 Technical Bid

7. VII Litigation certificate 44 Technical Bid

8. VIII Undertaking for non- blacklisted 45 Technical Bid

9. IX Turnover certificate 46 Technical Bid

10. X(a) Manufacturer’s (OEM)

authorization form (MAF)

47 Technical Bid

11. X(b) UNDERTAKING FOR BEING

the OEM of the OFFERED

SOLUTION

48 Technical Bid

12. XI Technical specifications 49 Technical Bid

13. XII UNDERTAKING FROM (OEM) 55 Technical Bid

14. XIII Service support details of

bidder/oem

56 Technical Bid

15. XIV Commercial bid format 57 Commercial Bid

16. XV Performa for integrity pact 58 Technical Bid

17. XVI Integrity pact 59 Technical Bid

18. XVII Service Level 63 Technical Bid

19. XVIII Performa for performance

guarantee

66 To be Provided by

Successful Vendor

20. XIX Non-disclosure agreement 68 To be Provided by

Successful Vendor

21. XX Check List for RFP Submission 71 Technical Bid

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