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Reserve Bank of India Information Technology Cell

New Delhi

Tender

for

Annual Maintenance Contract (AMC) & Facility Management Service (FMS) for Computer Hardware,

Software and Peripherals

at

Reserve Bank of India New Delhi

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RESERVE BANK OF INDIA INFORMATION TECHNOLOGY CELL

NEW DELHI

NOTICE INVITING TENDER (NIT)

(Only through e-procurement)

SCHEDULE OF TENDER (SOT)

NOTE: THIS IS A PUBLIC TENDER ENQUIRY. ONLY THOSE BIDDERS/VENDORS WHO FULFILL THE TECHNICAL COMMERCIAL REQUIREMENTS FOR SUCH WORKS GIVEN BELOW ARE ELIGIBLE TO PARTICIPATE IN THIS TENDER. BIDDERS/VENDORS ARE ADVISED TO CHECK WITH INFORMATION TECHNOLOGY CELL, RBI, NEW DELHI OR AT THE WEBSITE https://www.rbi.org.in > Tenders SECTION REGARDING THEIR ELIGIBILITY FOR THIS TENDER BEFORE PARTICIPATING.

a. Name of Work:

Annual Maintenance Contract

(AMC) & Facility Management Service (FMS) for Computer Hardware, Software and Peripherals at Reserve Bank of India, New Delhi

b. Tender Specification No ND IT CELL/04/12.01.007/2019-20 dated 15-07-2019

c. Mode of Tender

e-Procurement System

(Online) Part I - Techno-Commercial Bid (additionally Tenderer may submit Part I – Techno Commercial Bid along with required documents in a sealed cover super-scribing ‘Tender Part-I for Annual Maintenance Contract (AMC) & Facility Management Service (FMS) for Computer Hardware, Software and Peripherals at Reserve Bank of India, New Delhi – Techno-Commercial Bid’ to IT Cell, RBI, 6, Parliament Street, New Delhi 100001).

and

Part II - Price Bid

through

www.mstcecommerce.com/eprochome/rbind of MSTC Ltd.

d. E-Tender No RBI/New Delhi/DIT/1/19-20/ET/11

e. Date of NIT available to parties to download

July 15, 2019

10.00 Hrs.

f (i). Estimated Cost of Work

(ii) Earnest Money Deposit (EMD)

₹ 25.00 Lakh

₹ 50,000/- (Rupees Fifty Thousand only) deposited through NEFT in favour of Reserve Bank of India, New Delhi in the A/c 186004001 & IFSC-RBIS0NDPA01. However, all MSE’s participating in tendering process are exempt from payment of

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(iii) Transaction Fee

Important Note:

Please note that vendors will have the access to online e-tender only after receipt of Transaction fee by NEFT in favour of MSTC Limited, Kolkata.

Earnest Money Deposit.

₹ 1,475/- (Rupees One Thousand Four Hundred Seventy Five only) (including GST @18% on Service Charge). Transaction fee is required to be paid using e-payment gateway available in your login at www.mstcecommerce.com/eprochome/rbi. It can be paid through NEFT/RTGS using challan at MSTC portal or by online payment using credit card/debit card/netbanking. Authorization of payment made through NEFT/RTGS takes time of 2 hours to 2 days depending on your bank. However, online payment gets authorized immediately in most of the cases. Further, transaction fee payments are authorized by the system itself and there is no manual intervention. Bidders are advised to make payment of transaction fee well in advance to avoid last minute hassle. Further, please note that the transaction fee mentioned in the tender document may vary slightly by Rs. 1 or 2 in case of payment made through challan due to approximation error. Whereas in case of online payment, internet handling charges shall be added in the basic amount. Above may please be noted and taken care of while making the payment.

g. Last date of submission of Earnest Money Deposit (EMD) through NEFT.

h. Last date of submission of Transaction fee through NEFT in favour of MSTC Limited, Kolkata.

On or before August 27, 2019, 14.00 Hrs.

01 (one working day) before the last date of closing of e-tender.

i. Schedule of Offline pre-bid

meeting

Yes August 14, 2019, 11.00 AM at IT Cell, 3rd Floor, RBI,6, Parliament Street, New Delhi 110001 (Please refer Section-IV, Clause 4 regarding pre-bid)

j. Date of Starting of e-Tender for submission of on line Techno-Commercial Bid and price Bid at www.mstcecommerce.com/eprochome/rbind

August 14, 2019

(14.00 Hrs)

k. Date of closing of online e-tender for submission of Techno-Commercial Bid & Price Bid.

August 27, 2019

14.00 Hrs.

l. Date & time of opening of Part-I (i.e. Techno-Commercial Bid)

August 28, 2019

14.00 Hrs.

m. Date & time of opening of Part-II Price Bid

September 02, 2019

14.00 Hrs.

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Section I

Important Instructions Regarding E-tender

This is an e-procurement event of Reserve Bank of India, New Delhi. The e-procurement service provider is MSTC Limited.

You are requested to read and understand the Notice Inviting Tender and subsequent Corrigendum, if any, before submitting your online tender. Tenderers who do not comply with the conditions with documentary proof (wherever required) will not qualify in the Tender for opening of price bid.

1. Process of E-tender:

A) Registration: The process involves vendor’s registration with MSTC e-procurement portal which is free of cost. Only after registration, the vendor(s) can submit his/their bids electronically. Electronic Bidding for submission of Techno-Commercial Bid as well as Price Bid over the internet will be done. The Vendor should possess Class-III signing type digital certificate. Vendors are to make their own arrangement for bidding from a P.C. connected with Internet. MSTC/RBI, NEW DELHI is not responsible for making such arrangement. (Bids will not be recorded without Digital Signature).

SPECIAL NOTE: THE PRICE BID AND THE TECHNO COMMERCIAL BID HAS TO BE SUBMITTED ON-LINE ONLY AT www.mstcecommerce.com/eprochome/rbind

1). Vendors are required to register themselves online with www.mstcecommerce.com→ e-Procurement→PSU/Govt.Depts→ RBI Register as Vendor Filling up details and creating own User ID and password→ Submit.

2). Vendors will receive a system generated mail confirming their registration in their email which has been provided while filling the registration form.

In case of any clarification, please contact MSTC/RBI, NEW DELHI, (before the scheduled time of the e- tender).

Contact person (MSTC):

Centralized Helpdesk: 033-22901004

NRO Helpdesk: 011-23212357, 011-23215163, 011-23217850

1) Mr. Setu Dutt Sharma 2) Mr. Sabyasachi Mukherjee

DM Junior Manager (E-commerce)

Mobile: 07878055855 Mobile: 7278030407

Email: sdsharma@mstcindia.co.in Email: smukherjee@mstcindia.co.in

Landline-011-23213945 Ext: 301

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Contact person (RBI New Delhi):

Shri Om Prakash Mor, Manager

MOB: 9968281064, PHONE: 011-23452514

B) System Requirement:

i) Windows XP-SP3 & above/Windows 7 Operating System

ii) IE-7 and above Internet browser.

iii) Signing type digital signature

iv) JRE 7 update 9 and above software to be downloaded and installed in the system.

To enable ALL active X controls and disable ‘use pop up blocker’ under Tools→Internet Options→ custom level

For more details, vendor may refer to the Vendor Guide and FAQ available at www.mstcecommerce.com/eprochome.

2. (A) Part I Techno-Commercial bid will be opened electronically on specified date and time as given in the NIT.

(B) Part II Price bid will be opened electronically of only those bidder(s) whose Part I Techno-Commercial Bid is found to be Techno-Commercially acceptable by RBI, NEW DELHI. Such bidder(s) will be intimated on the date of opening of Part II Price bid, through valid email confirmed by them.

Note:

The tenderers are advised to offer their best possible rates. There would generally be no negotiations hence please submit your most competitive prices while submitting the price bid. However, in case the lowest rate appears to be reasonable taking into account the prevailing market conditions, the order may be awarded to the lowest bidder and if the rate is still considered high, action as per prevailing instruction/guideline shall be taken.

3. All entries in the tender should be entered in online Technical & Commercial Formats without any ambiguity.

4. Special Note towards Transaction fee: Transaction fee is required to be paid using e-payment gateway available in your login at www.mstcecommerce.com/eprochome/rbi. It can be paid through NEFT/RTGS using challan or by online payment using credit card/debit card/netbanking. Authorization of payment made through NEFT/RTGS takes time of 2 hours to 2 days depending on your bank. However, online payment gets authorized immediately in most of the cases. Further, transaction fee payments are authorized by the system itself and there is no manual intervention. Bidders are advised to make payment of transaction fee well in advance to avoid last minute hassle. After making the payment for transaction fee, the vendor should enter the transaction fee details by using the “Transaction Fee entry” link under “My Menu” in the vendor login. Here the vendor may select the particular tender in

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which they want to participate by clicking on the tick box at the right and then Clicking on the “Submit” Button at the bottom of the page. Then the page appears where the vendors are required to fill up the transaction details, namely the UTR No, Date of Transaction, and the Remitting Bank in the given fields and then clicking on the “Confirm” Button.

NOTE: The bidders should submit the transaction fee well in advance before the last date of submission of tender as they will be activated for bid submission only after receipt of transaction fee by MSTC.

Vendors are advised not to deposit cash in bank as it becomes difficult to ascertain the details of the remitter from such cash transactions.

Contact Details:

Fax No.: 033-22831002

Email ID’s: sanjibpoddar@mstcindia.co.in, arindam@mstcindia.co.in, rpradhan@mstcindia.co.in, smukherjee@mstcindia.co.in,

Bidders may please note that the transaction fee should be deposited by debiting the account of the bidder only; transaction fee deposited from or by debiting any other party’s account will not be accepted. Transaction fee is non-refundable.

In case of failure to make payment towards Transaction fee for any reason, the vendor, in term, will not have the access to online e-tender.

5. Bidder(s) are advised to make remittance of tender fee and EMD, if any, to Reserve Bank of India, New Delhi as advised in the NIT.

Vendors are instructed to use Upload Documents link in My menu to upload documents in document library. Multiple documents can be uploaded. Maximum size of single document for upload is 5 MB.

Once documents are uploaded in the library, vendors can attach documents through Attach Document link against the particular tender. Please note that if the documents are not attached to any tender, the same cannot be downloaded by RBI, New Delhi and it will be deemed that the vendor has not submitted the documents. For further assistance, please follow instructions of vendor guide.

6. All notices and correspondence to the bidder(s) shall be sent by email only during the process till finalization of tender by RBI, New Delhi as well as by MSTC (e-procurement service provider). Hence the bidders are required to ensure that their email address provided is valid and updated at the stage of registration of vendor with MSTC (i.e. Service Provider). Bidders are also requested to ensure validity of their DSC (Digital Signature Certificate).

7. (i) Please note that there is no provision to take out the list of parties downloading the tender document from the web site mentioned in NIT. As such, bidders are requested to see the website once again before the due date of tender opening to ensure that they have not missed any corrigendum uploaded against the said tender after downloading the tender document. The responsibility of downloading the

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related corrigenda, if any, will be of the bidders only.

(ii) No separate intimation in respect of corrigendum to this NIT (if any) will be sent to tenderer(s) who have downloaded the documents from website. Please see website www.mstcecommerce.com/eprochome/rbind of MSTC Ltd.

8 E-tender cannot be accessed after the due date and time mentioned in NIT.

9. Bidding in e-tender

a) Bidder(s) need to submit necessary EMD, Tender fee (If ANY) and Transaction fee separately for the e-tender. Tender fees and Transaction fees are non-refundable. No interest will be paid on EMD. EMD of the unsuccessful bidder(s) will be refunded by RBI, New Delhi immediately after award of work.

b) The process involves Electronic Bidding for submission of Techno Commercial Bid as well as Price Bid.

c) The bidder(s) who have submitted the above fees can only submit their Techno Commercial Bids and Price Bid through internet in MSTC website www.mstcecommerce.com → e-procurement → PSU /Govt Depts → RBI Login →My menu→ Auction Floor Manager→ live event →Selection of the live event→ Techno Commercial Bid.

d) The bidder should allow to run an application namely En-apple by accepting the risk and clicking on run. This exercise has to be done twice immediately after reaching the bid floor. If this application is not run, then the bidder will not be able to save/submit his bid. (for details refer vendor guide & FAQ).

e) First the vendor needs to fill up the Commercial specification if any and save it. Then the vendor should fill up the Techno-commercial bid. After filling the Techno-Commercial Bid, bidder should click ‘save’ for recording their Techno-Commercial bid. Once the same is done, the Price Bid link becomes active and the same has to be filled up and then bidder should click on “save” to record their price bid. Then, once both the Techno-Commercial bid & price bid has been saved, the bidder can click on the “Final Submission” button to register their bid

NOTE: - After clicking the final submission, two more options will show up, “Withdraw bid” and “Delete bid”. If the vendor wants to withdraw its bid permanently then they should click withdraw bid link. He/she will not be able to bid again. If the vendor wants to delete the bid after final submission and re submit the bid then he/she should click delete bid and resubmit the same and again click final submission

f) In all cases, bidder should use their own ID and Password along with Digital Signature at the time of submission of their bid.

g) During the entire e-tender process, the bidders will remain completely anonymous to one another and also to everybody else.

h) The e-tender floor shall remain open from the pre-announced date & time and for as much duration as mentioned above.

i) All electronic bids submitted during the e-tender process shall be legally binding on the bidder. Any bid will be considered as the valid bid offered by that bidder and acceptance of the same by the Buyer will form a binding contract between the Buyer and the Bidder for execution of supply/work. Such successful tenderer shall be

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called hereafter VENDOR. j) It is mandatory that all bids are submitted with digital signature certificate otherwise

the same will not be accepted by the system. k) Buyer reserves the right to cancel or reject or accept or withdraw or extend the

tender in full or part as the case may be without assigning any reason thereof. l) No deviation of the terms and conditions of the tender document is acceptable.

Submission of bid in the e-tender floor by any bidder confirms his acceptance of terms & conditions for the tender.

m) Unit of Measure (UOM) is indicated in the e-tender Floor. Rate to be quoted should be in Indian Rupee as per UOM indicated in the e-tender floor/tender document.

10. Any order resulting from this open e-tender shall be governed by the terms and conditions mentioned therein.

11. No deviation to the technical and commercial terms & conditions are allowed.

12. RBI, NEW DELHI has the right to cancel this e-tender or extend the due date of receipt of bid(s) without assigning any reason thereof.

13 The online tender should be submitted strictly as per the terms and conditions and procedures laid down in the website www.mstcecommerce.com/eprochome/rbind of MSTC Ltd.

14. The bidders must upload all the documents required as per terms of NIT. Any other document uploaded which is not required as per the terms of the NIT shall not be considered.

15 The bid will be evaluated based on the filled-in technical & commercial formats.

16. The documents uploaded by bidder(s) will be scrutinized. In case any of the information furnished by the bidder is found to be false during scrutiny, EMD of defaulting bidder(s) will be forfeited. Punitive action including suspension and banning of business can also be taken against defaulting bidders.

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Section II

Form of Tender

Place _______________

Date ________________

The Regional Director, Information Technology Cell, Reserve Bank of India New Delhi – 110 001 Dear Sir,

Having examined the specifications and the list of IT assets relating to the works specified in the memorandum hereinafter set out and having examined the site of the works specified in the said memorandum and having acquired the requisite information relating thereto as affecting the tender, I/We hereby offer to execute the works specified in the said memorandum within the time specified in the said memorandum at the quoted rates and in accordance and in all respects with the specifications and instructions in writing referred to in the Article of Agreement, General Instructions & Special Conditions, Commercial Conditions, Detailed scope of works to the tenderers, list of IT assets and conditions of contract and for/ with such IT Assets as are provided for, by and in all other respects in accordance with such conditions so far as they may be applicable.

MEMORANDUM

(a) Description of works Annual Maintenance Contract (AMC) & Facility Management Service (FMS) for Computer Hardware, Software and Peripherals at Reserve Bank of India, New Delhi

(b) Estimated cost of work ₹ 25.00 Lakh

(c) Earnest Money Deposit (EMD) ₹ 50,000/- (Rupees Fifty Thousand only) deposited through NEFT in favour of Reserve Bank of India, New Delhi in the A/c 186004001 & IFSC-RBIS0NDPA01 on or before the date given in NIT. However, all MSE’s participating in tendering process are exempt from payment of Earnest Money Deposit.

(d) Contract Period October 01, 2019 to June 30, 2022 subject to Annual review

(e) Performance Bank guarantee 10% of Contract Value

2. Should this tender be accepted, I/We hereby agree to abide by and fulfill the terms and provisions of the said Conditions of Contract annexed hereto so far as they may be applicable or in default thereof to forfeit and pay to the Reserve Bank of India the amount mentioned in the said conditions. 3. We also agree that our tender will remain valid for acceptance by the Bank for 90 days from the date of opening of Part- II of the tender and this period of validity can be extended for such period

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as may be mutually agreed between the Bank and us in writing. We also agree to keep the Bank Guarantee towards Security Deposit, valid for the entire period of validity of tender. 4. I/We understand that the Bank reserves the right to accept or reject any or all the tenders either in full or in part without assigning any reason there for. 5. The Tender is in two parts, Part I contains all techno commercial terms and conditions and Part II

contains only the price bid in the Bank's proforma.

6. Our bankers are (full address):

(i)

(ii)

The names of Directors of the Vendor are:

Yours faithfully,

Signature of Vendor with seal:

Address:

Contact nos.:

Signatures and addresses of witnesses:

Signature Address

(i)

(ii)

Name of the Director of the Vendor authorized to sign

OR

Name of person having Power of Attorney to sign the Contract (certified true copy of the Power of Attorney should be attached)

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Section III

Articles of Agreement

ARTICLES OF AGREEMENT made on the ______________ day of ________________ between the Reserve Bank of India, New Delhi having its Central Office at Mumbai 400001 (hereinafter called “the Bank”) of the one part and ______________________________________________________________________________________________________________________________ (hereinafter called “the Vendor”) of the other part.

WHEREAS the Bank is desirous of “Annual Maintenance Contract (AMC) & Facility Management Service (FMS) for Computer Hardware, Software and Peripherals at Reserve Bank of India, New Delhi” and has the specifications describing the works to be done and prepared departmentally. AND WHEREAS the Specifications and the List of IT Assets have been signed by or on behalf of the parties hereto.

AND WHEREAS the Vendor has agreed to execute upon and subject to the Conditions set forth herein and to the Conditions set forth in the Special Conditions and in the list of IT Assets and Conditions of Contract (all of which are collectively hereinafter referred to as “the said Conditions”) the works described in the said Specification and included in the list of IT assets at the Respective rate therein set forth amounting to the sum as therein arrived at or such other sum as shall become payable there under (hereinafter referred to as “the said Contract Amount”).

NOW IT IS HEREBY AGREED AS FOLLOWS

1. In considerations of the said Contract Amount to be paid at the times and in the manner set forth in the said Conditions, the Vendor shall upon and subject to the said Conditions execute the contract as described in the said Specifications and the List of IT Assets. 2. The Bank shall pay the Vendor, the said Contract Amount or such other sum as shall

become payable, at the times and in the manner specified in the said Conditions. 3. The Bank will administer and directly arrange for supervision of works, certification of bills, making payments and implementation of various terms, conditions and stipulations of the contract. 4. The said conditions and Appendix thereto shall be read and construed as forming part of this agreement, and the parties hereto shall respectively abide by, submit themselves to the said Conditions and perform the agreements on their part respectively in the said Conditions contained. 5. The plans, agreement and documents mentioned herein shall form the basis of this Contract. 6. This Contract is neither a fixed Lump Sum Contract nor a Piece Work Contract but a Contract to carry out the work in respect of the entire of the AMC & FMS for Computer Hardware, Software and Peripherals at Reserve Bank of India, New Delhi, to be paid for according to specified terms & conditions at the rate contained in the schedule of rates and probable quantities or as provided in the said Conditions.

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7. The Vendor shall afford every reasonable facility for the carrying out of all works relating to “AMC & FMS for Computer Hardware, Software and Peripherals at Reserve Bank of India, New Delhi” and other ancillary works in the manner laid down in the said conditions. 8. The Bank reserves to itself the right of altering the requirements of the work by adding to or omitting any items of work or having portions of the same carried out without prejudice to this contract. 9. Time shall be considered as the essence of this Contract and the Vendor hereby agrees to commence the work w.e.f. October 01, 2019. The contract shall be in force for the period from 01/10/2019 to 30/06/2022, subject to annual review and shall cover all those items as specified in the Section VIII to this agreement. All the terms and conditions mentioned in the Tender Notice will form part and parcel of this agreement. 10. All payments by the Bank under this Contract will be made only at New Delhi. The charges after deducting penalty, if any, will be paid quarterly at the end of each Quarter. Taxes shall be paid as applicable. Taxes to be clearly shown in invoices raised. No advance payment will be released against the service order. The vendor shall submit GST invoices for payment of quarterly maintenance charges to the Bank. The consolidated complaint reports furnishing the details of department-wise breakdown, calls lodged/attended must be submitted for release of quarterly payment. The Quarterly Preventive Maintenance Report must be submitted for release of quarterly payment.

11. CONTRACT VALIDITY AND TERMINATION OF AGREEMENT This contract will be valid for the period from 01-10-2019 to 30-06-2022 subject to annual review, on the same rates, terms and conditions on mutual consent. The vendor may terminate the agreement prior to expiry of contract period by giving three months written notice. Without prejudice to any other provision contained within these Terms and Conditions or of Agreement, the Bank may terminate the Agreement by 30 days’ notice in writing in any of the following events: (i) The Vendor commits a material breach of the Agreement which is incapable of remedy; or (ii) The Vendor commits a material breach which is capable of remedy but which the Vendor fails to remedy within 30 days of written notice by the Bank specifying the event of default and requiring its remedy. (iii) The Bank and the Vendor may by notice in writing to the other, terminate the Agreement. (iv) Any termination of this Agreement howsoever caused shall not affect any accrued rights or liabilities of either the Bank or the Vendor arising out of the Agreement. 12. All disputes arising out of or in any way connected with this agreement shall be deemed to have arisen at New Delhi and Courts in Delhi shall only have the jurisdiction to determine the same. 13. That all parts of this Contract have been read by the Vendor and fully understood by the Vendor. The Vendor shall not be entitled for the payment for the quantities beyond the tendered quantities unless ordered for by specific written instructions from the Bank’s competent authority.

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14. The Vendor shall not disclose directly or indirectly any information and details of the Bank's IT Assets/ infrastructure/systems/equipment etc., which may come to the possession or knowledge of the Vendor during the course of discharging its contractual obligations in connection with this agreement, to any third party and shall at all times hold the same in strictest confidence. The Vendor shall treat the details of the contract as private and confidential, except to the extent necessary to carry out the obligations under it or to comply with applicable laws. The Vendor shall not publish, permit to be published, or disclose any particulars of the works in any trade or technical paper or elsewhere without the previous written consent of the Bank. The Vendor shall indemnify the Bank for any loss suffered by the Bank as a result of disclosure of any confidential information. Failure to observe the above shall be treated as breach of contract on the part of the Vendor and the Bank shall be entitled to claim damages and pursue legal remedies. The Vendor shall take all appropriate actions with respect to its employees to ensure that the obligations of non-disclosure of confidential information under this agreement are fully met and satisfied. The Vendor's obligations with respect to non-disclosure and confidentiality will survive till the expiry or termination of this agreement for whatever reason. 15. Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013: The contractor shall be solely responsible for full compliance with the provisions of “the Sexual Harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013”. In case of any complaint of sexual harassment against its employees within the premises of the Bank, the complaint will be filed before the Internal Complaints Committee constituted by the Contractor and the Contractor Agency shall ensure appropriate action under the said Act in respect of the complaints. b) Any complaint of sexual harassment from any aggrieved employee of the contractor against any employee of the Bank shall be taken cognizance of by the Regional Complaints Committee constituted by the Bank. c) The Contractor shall be responsible for any monetary compensation that may need to be paid in case the incident involves the employees of the contractor, for instance any monetary relief to Bank’s employee, if sexual violence by the employee of the contractor is proved. d) The contractor shall be responsible for educating its employees about prevention of sexual harassment at work place and related issues. e) The contractor shall provide a complete and updated list of its employees who are deployed within the Bank’s premises. 16. LIABILITIES & INDEMNITIES : The vendor represent and warrants that the repair and maintenance of service/products do not violate or infringe upon any patent, copyright, trade secret or other property right of any other entity. The vendor agrees to indemnify the Bank in respect of any claim, directly or indirectly resulting from or arising out of any breach or claimed breach of this warranty. 17. The Vendor shall abide by and fulfil all statutory requirements laid down under the Labour laws.

IN WITNESS WHEREOF the Bank has set its hands to these presents through its duly authorized official and the Vendor has caused its common seal to be affixed hereunto and the said duplicate/ has caused these presents and the said two duplicates hereof to be executed on its behalf, the day and year first hereinabove written.

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Signature Clause

SIGNED AND DELIVERED by the Reserve bank of India by the hand of

Shri

(Name and designation)

In the presence of

(1) (2)

Address Address

Witness

SIGNED AND DELIVERED by In the presence of

(1) (2) Address Address

Witness

THE COMMON SEAL OF was hereunto affixed pursuant to the resolutions passed by its Board of Directors at the meeting held on _____________________ in the presence of

(1)

(2)

Directors who have signed these presents in token thereof in the presence of

(If the Vendor signs under its common seal, the signature clause should tally with the sealing clause in the Articles of Association)

(1)

(2)

SIGNED AND DELIVERED BY the Vendor by the hand of Shri ________________________________ and duly constituted attorney.

(If the Vendor is signing by hand of power of Attorney, whether a Vendor or individual.)

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Section IV

General Instructions to Vendors and Special Conditions of Contract (To be read in relevance to e-tendering process only)

1. Issue and Submission of Tender:

Participation in this tender will be allowed to all Vendors in Public who fulfil all Techno-Commercial requirements as specified by the Bank in Section VII (Detailed scope of work) in respect of the e-tender for “Annual Maintenance Contract (AMC) & Facility Management Service (FMS) for Computer Hardware, Software and Peripherals at Reserve Bank of India, New Delhi”. E-Tender for “Annual Maintenance Contract (AMC) & Facility Management Service (FMS) for Computer Hardware, Software and Peripherals at Reserve Bank of India, New Delhi " shall be uploaded through MSTC website strictly in accordance to the procedures prescribed in Section-I of this document & will be remain open to the tenderer for participation before 14:00 hours on August 27, 2019 under any circumstances whatsoever.

2. Part I – Technical & Commercial:

a. Part-I shall contain the unpriced tender consisting of scope of works as specified, specifications of an item of works, documents and Techno-commercial terms and conditions etc. Earnest Money shall be submitted through NEFT only. b. Part-I of the tender as submitted online shall contain the following (additionally Tenderer may submit Part I – Techno Commercial Bid along with required documents in a sealed cover superscribing ‘Tender Part-I for Annual Maintenance Contract (AMC) & Facility Management Service (FMS) for Computer Hardware, Software and Peripherals at Reserve Bank of India, New Delhi – Techno-Commercial Bid ’) to RBI, IT Cell, 3rd Floor, Parliament Street, New Delhi 110001) unless otherwise stated separately in this document:

(i) Earnest Money Deposit (EMD) shall be deposited through only NEFT in favour of Reserve Bank of India, New Delhi in the A/c 186004001 & IFSC – RBIS0NDPA01 on or before the date given in NIT. However, all MSE’s participating in tendering process are exempt from payment of Earnest Money Deposit.

(ii) Power of Attorney/authorisation with the seal of the Vendor in the name of the person signing the tender documents.

(iii) Vendor Profile (Annex I) (iv) Compliance Matrix (Annex II) (v) Details of Service Engineers (Annex III) (vi) Details of Service Centres (Annex IV) (vii) Details of Work Orders (Annex V) (viii) Format of Undertaking (Annex VI) (ix) List of deviations, if any, in commercial terms and conditions. (x) List of deviation, if any, in technical specification. (xi) Any other technical information the tenderer wishes to furnish. (xii) Performance Guarantee as stated in the ‘Memorandum’ (Annex VII)

Documentary evidence of the information submitted must be provided along with Tender (Part- I)

c. The off-line pre-bid meeting of all the tenderers shall be held offline on August 14, 2019 at 11.00 A.M. at IT Cell, RBI, 3rd Floor, 6, Parliament Street, New Delhi 110001. The Tenderers are advised to visit the site and acquaint themselves to the project requirements before

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tendering. The Tenderers may contact Sh. Om Prakash Mor, Manager, Information Technology Cell, Reserve Bank of India, New Delhi (Contact No. 011- 23452514) for understanding the project requirements, before submitting the tenders.

d. The tenderers are advised to submit the tender based strictly on the General Conditions of the Contract and detailed scope of works as specified in the tender documents, and not to stipulate any deviation. If acceptance of the terms and conditions given in the tender documents has any price implications, the same should be considered and included in the quoted price. Tender containing deviations from the terms and conditions is liable to be rejected.

e. All information, correspondence letters shall be submitted in duplicate and addressed to The Regional Director, Information Technology Cell, Reserve Bank of India, 3rd Floor, 6, Parliament Street, New Delhi 110001.

3. Part II – Price: (a) This part shall contain prices in Indian Rupees only and shall be opened through online after due fulfilment of condition as per Part-I of the tender. Change of terms and conditions and technical deviations, if any, found in Part II of the tender will not be taken into account and will be treated as null and void. (b) Rates should be quoted in Indian Rupees only. No request for any change in rate or conditions will be entertained. (c) The rates quoted shall be based on the Part-II of tender and shall be firm and binding subject to Indexation as per Section X of the terms & conditions. (d) For any item, if the rate and amount do not tally with respect to the list of IT assets, then the amount arrived on the basis of quoted rates shall only be acceptable and in case of variation of rates in the original and duplicate, the lower of the two rates will be considered for arriving at the total amount for that item.

4. Pre-Bid Meeting: The pre-bid meeting of all the tenderers shall be held offline on August 14, 2019 at 11.00 AM at IT Cell, RBI, 3rd Floor, 6, Parliament Street, New Delhi 110001. The Tenderers are advised to visit the site and get acquaint themselves of the project requirements before tendering. The Tenderers may contact Shri Om Prakash Mor, Manager, Information Technology Cell, Reserve Bank of India, New Delhi (Contact No. 011- 23452514) for understanding the project requirements and presentation of the solution they propose to provide, before submitting the tenders.

5. Opening of Tender: As per the procedures laid down in Section-I hereto for opening of e-tender. 6. Broad Scope of Work: The scope of work shall include the following: The Vendor is advised to visit the site before quoting their rates to assess the quantum of work as per the detailed scope of work as stated in this contract. The entire work shall be carried out as per the specification as mentioned in the tender scope of work. The specifications mentioned in this Contract are final & binding to the Vendor to perform the work under this contract. However, unless otherwise stated, the specifications, methodology for execution of any items of work etc. as required under the contract will form the guide & shall be binding on the Vendor to execute the work accordingly under this contract. 7. The Payment towards Annual Maintenance Contract (AMC) & Facility Management Service (FMS) for Computer Hardware, Software and Peripherals at Reserve Bank of India, New Delhi shall be made on quarterly basis (after the end of the quarter) and on receipt

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of the bill along with satisfactory report from Officials of IT Cell, RBI, New Delhi. If the vendor fails to perform the work as specified in the Contract, the Bank, at its discretion, will encash the Performance Bank Guarantee if any, indicated in the tender and terminate the contract without assigning any reason and any further reference to the Vendor. Bank’s decision in this regard will be final and binding on the vendor and the vendor will not have any claim in this regard whatsoever it may be.

8. Validity of Tender: The Tender along with the prices shall remain valid initially for a period of 90 days from the date of opening of Part II of tender, which may be further extended by mutual agreement in writing by the Bank and the Tenderer.

9. The Reserve Bank of India does not bind itself to accept the lowest or any tender and reserve to itself the right to accept or reject any or all the tenders, either in whole or in part, without assigning any reasons for doing so. The Bank reserves the right to accept the tender either in whole or in part at the same prices quoted by the Tenderer. The tenderer whose tender is not accepted shall not be entitled to claim any costs, charges, damages and expenses of and incidental to or incurred by him through or in connection with his submission of tenders, even though the Bank may elect to modify/withdraw the tender. 10. Earnest Money Deposit (EMD) during contract period:

a) Intending tenderers shall pay an Earnest Money Deposit (EMD) a sum of ₹50,000/- through only NEFT in favour of Reserve Bank of India, New Delhi. However, all MSE’s participating in tendering process are exempt from payment of Earnest Money Deposit.

b) Under no circumstances Earnest money deposit will be accepted in the form of fixed deposit receipt of Bank or Insurance Guarantee or Cheque/DD etc.

c) The Earnest Money Deposit (EMD) ₹50,000/- paid by the successful tenderer shall be held by the Reserve Bank of India as Security for the execution and due fulfilment of the contract, till the Security deposit / Performance Bank Guarantee is deposited by the vendor. No interest shall be paid on the said deposit.

d) The Earnest Money Deposit (EMD) furnished by the Vendor at the time of submission of tender will be returned thereafter to all the Vendors except the successful tenderer.

11. Signing of Contract Agreement: 11.1 The General instructions to the tenderers and hereinbefore referred to Conditions of Contract and Technical Specifications enclosed with the tender documents, the subsequent correspondence exchanged between the Bank and the tenderer and the work order placed shall be the basis of the final contract to be entered into with the successful tenderer.

11.2 The Tenderer shall go through the terms and conditions given in the general conditions of contract herewith and his offer shall be strictly in line with the terms specified therein. No deviation from the terms and conditions specified shall be acceptable. The Vendor shall acquaint himself/themselves to each page of the tender documents and having acquainted in the general conditions of contract, Technical specifications, etc.

11.3 On receipt of intimation from the Bank of the acceptance of his/their tender, the successful tenderer shall be bound to sign the Contract and within Seven days thereof, the successful tenderer shall sign an agreement in accordance with the draft agreement and the Schedule of Conditions. Notwithstanding the signing of the agreement, the written acceptance by the Reserve Bank of India of a tender, in itself, will constitute a binding agreement between

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the Reserve Bank of India and the person so tendering, whether such formal agreement is or is not subsequently executed.

12. All compensation or other sums of money payable by the Vendor to the Bank under the terms of this Contract may be deducted from the Security Deposit, if the amount so permits and the vendor shall, unless such deposit has become otherwise payable, within ten days after such deduction make good in cash the amount so deducted.

13. The Vendor shall not assign the Contract. He shall not sublet any portion of the Contract except with the written consent of the Bank. In case of breach of these conditions, the Bank may cause the General Manager, IT Cell of the Bank or any other representatives nominated by the Bank, to serve a notice in writing on the Vendor, rescinding the Contract whereupon the security deposit shall stand forfeited to the Bank without prejudice to his other remedies against the Vendor.

14. The Vendor shall carry out all the work strictly in accordance with the details of the tender documents and instructions of the Official of IT Cell.

15. The list of IT Assets containing Computer Hardware, Software and Peripherals at Reserve Bank of India, New Delhi for Annual Maintenance Contract (AMC) & Facility Management Service (FMS) by the Vendor is given in Section VIII. The list is liable to alteration by omissions, deductions or additions at the discretion of the Bank. Each tenderer should quote AMC cost in Percentage as well as in absolute terms for the total value of assets under AMC and the total Cost of Resident Engineers for FMS, separately. Both the items should be totalled in order to show the aggregate value of the entire tender.

16. The tenderer must obtain for himself on his own responsibility and at his own expenses all the information which may be necessary for the purpose of making a tender and for entering into a contract and must inspect the site of the work and acquaint himself with all local conditions, means of access to the work, nature of the work and all matters appertaining thereto.

17. The rates quoted should be inclusive of all costs as specified in the scope of work below and should be inclusive of all due taxes.

18. The rates shall also be firm and shall not be subject to exchange variations, labour conditions, fluctuations in railway freights or any conditions whatsoever. Tenderers must quote their rates inclusive of all taxes. No claim in respect of Goods & services Tax (GST) or any other tax, duty or levy whether existing or future shall be entertained by the Bank separately.

19. The Vendor should note that unless otherwise stated, the tender is strictly on item rates basis and his attention is drawn to the fact that rates for each and every item should be correct, workable and self-supporting. The list of IT assets in Section VIII approximately indicate the total extent of work but may vary to any extent and may even be omitted thus altering the aggregate value of the Contract. However, during actual execution of contract, in the event of addition of IT Assets under the scope of the AMC, the maintenance will be carried out by the Vendor for which the Vendor shall be eligible for consideration on a pro-rata basis. In the event of weeding out of older machines in the office, the same shall be removed from the contract and the rates shall be reduced accordingly on a pro-rata basis.

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20. Time allowed for starting the work as mentioned in the Memorandum shall be strictly observed by the Vendor and it shall be reckoned from the October 01, 2019.

21. The work shall throughout the stipulated period of the contract be proceeded with all due diligence and if the Vendor fails to execute the work during the specified period, he shall be liable to pay compensation as defined in the Conditions of Contract.

22. The Vendor shall not be entitled to any compensation for any loss suffered by him on account of executing the work, whatever the cause may be, including those arising out of modifications to the work entrusted to him or in any sub-contract connected therewith or in awarding contracts for other trades of the project or in commencement or completion of such works or for any other reason whatsoever and the Bank shall not be liable for any claim in respect thereof. The Bank does not appear liability for any sum besides the tender amount, subject to such variations as are provided for herein.

23. The successful tenderer is bound to carry out any items of work necessary for the carrying out the job even though such items are not included in the quantities and rates. Schedule of instructions in respect of such additional items and their quantities will be issued in writing by the Official from IT Cell, RBI, New Delhi with the prior consent in writing of the Bank.

24. The successful tenderer must co-operate with the other Contractors appointed by the Bank so that the work shall proceed smoothly with the least possible delay and to the satisfaction of the Bank.

25. The Vendor must bear in mind that all the work shall be carried out strictly in accordance with the Specifications made by the Bank and also in compliance of the requirements of the local public authorities and to the requirements of the Bank and no deviation on any account will be permitted.

26. The successful tenderer should make his /her own arrangement to obtain all IT Assets required for the execution of work.

27. The Vendor shall strictly comply with the generally required provisions of safety related to AMC and FMS of IT assets.

28. The security deposit of the successful tenderer will be forfeited, if he/she fails to comply with any of the conditions of the Contact.

29. The Vendor shall be deemed to have carefully examined the work and sited conditions including labour, the general and special conditions, the specifications and schedules and shall be deemed to have visited the site of work, to have fully informed himself regarding the local conditions and carried out his own investigations to arrive at the rates quoted in the tender. In this regard he will be given necessary information available with the department but without any guarantee about its accuracy.

30. If the Vendor shall have any doubt as to the meaning of any portion of the general conditions, or the special conditions or the scope of the work or the specifications or any other matter concerning the contract he/she shall, in good time, before submitting his/her tender, put forth the particulars thereof and submit them to the Bank, in writing in order that such doubts may be clarified authoritatively in writing before tendering. Once a tender is submitted, the matter will be decided according to tender conditions, in the absence of such authentic pre-clarification

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31. The Reserve Bank of India reserves the right to sub-divide the work mentioned in the tender, amongst two or more tenderers at its own discretion and vendor will have to execute orders for part of the items placed with them at the quoted rate for various item. The Reserve Bank of India also reserves the right to increase or decrease the quantities and even omit any item of work after the order is placed and the vendor shall execute the same without claiming anything extra for the same. In this context the rates quoted for each item must be self-supporting and relevant.

32. Errors, Omission and Descriptions:

In case of errors, omissions and/or disagreements., the following order of preferences shall apply:

(i) Between the written description of the item in the specifications and the detailed descriptions of the same item, the later shall be adopted.

(ii) In case of difference between the rates written in figures and words, the rate adopted for working out the total amount of item in the original e-tender form, shall be taken as correct. In all other cases the correct rate would be that which is lower.

(iii) Between the duplicate/subsequent copies of the tender and original tender, the original shall be taken as correct.

33. In all cases of omissions and/or doubts or discrepancies in any item or specification a reference shall be made to the General Manager, IT Cell, Reserve Bank of India, New Delhi, whose elucidation, elaboration or decision shall be considered as authentic.

34. The Vendor shall be held responsible for any errors that may occur in the work through lack of such reference and precaution.

35. The Sexual Harassment of women at work place: The Vendor shall be solely responsible for full compliance with the provision of “the Sexual Harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013. a. In case of any complaint of sexual harassment against its employee within the premises of the Bank, the complaint will be filed before the Internal Complaints Committee constituted by the Vendor / Agency and the Vendor / Agency shall ensure appropriate action under the-said Act in respect to the complaint. b. Any complaint of sexual harassment from any aggrieved employee of the Vendor against any employee of the Bank shall be taken cognizance of by the Regional Complaints Committee constituted by the Bank. c. The Vendor shall be responsible for any monetary Compensation that may need to be paid in case the incident involves the employees of the Vendor, for instance any monetary relief to Bank’s employee, if sexual violence by the employee of the vendor is proved. d. The Vendor shall be responsible for educating its employees about prevention of sexual harassment at work place and related issues. 36. Labour License from CLC: -

The Vendor shall abide by and fulfil all requirements laid down under the contract labour (Regulation and Abolition) Act and the rules framed in the act. 37. Adherence to IS Policy of the Bank: -

The Vendor shall abide by and fulfil all requirements laid down under the IS Policy of the Bank.

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38. Non-Disclosure:

The Vendor shall not disclose directly or indirectly any information, IT Assets and details of the Bank’s infrastructure/ system / equipment’s etc. which may come to the profession or knowledge of the vendor during the course of discharging its contractual obligations in connection with the agreement, to any third party and shall at all times hold the same in strictest confidence. The Vendor shall treat the details of the contract as private and confidential, except to the extent necessary to carry out the obligations under it or to comply with applicable laws. The Vendor shall not publish, permit to be publish, or disclose ant particulars of the works in any trade or technical paper or elsewhere without the previous written consent of the Bank. The Vendor shall indemnify the Bank for any loss suffered by the Bank as a result of disclosure of any confidential information. Failure to observe the above shall be treated as breach of contract on the part of the vendor and the Bank shall be entitled to claim damages and pursue legal remedies. The vendor shall take all appropriate actions with respect to its employees to ensure that the obligations of non-disclosure of confidential information under this agreement are fully satisfied. The vendor’s obligations with respect to non-disclosure and confidentiality will survive the expiry or termination of this agreement for whatever reason. I/We hereby declare that I/we have read and understood the above instructions for guidance of tenderer and special conditions.

Place Signature of Vendor Date Name & address of the Vendor

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Section V

The Conditions Hereinafter Referred To

1. Interpretation of Clause:

In construing these conditions, the Specifications, List of IT assets and Contract Agreement, the following words shall have the meanings herein assigned to them except where the subject or context otherwise requires.

(a) Bank: Shall mean The Reserve Bank of India and shall include its assignees and successors,

(b) Vendor: Vendor shall mean _________________ ____________________________________ a Vendor incorporated under ___________ ______________ and having its registered office at _____________________ and shall include its successors and assignees.

(c) Site: Shall mean the site of the contract at Reserve Bank of India, 6, Parliament Street, New Delhi” and includes the properties given in Section IX.

(d) This Contract: Shall mean the Articles of Agreement, the Special Conditions, the other Conditions, the Appendix, the List of IT assets and Specification and Detailed scope of work attached hereto and duly signed and other letters or communications

(e) Notice in writing: Or written notice shall mean a notice in written, typed or printed characters sent (unless delivered personally or otherwise proved to have been received) by registered post to the last know private or business address or registered office of the addressee and shall be deemed to have been received when in the ordinary course of post it would have been delivered.

(f) Act of Insolvency: Shall mean any act of insolvency as defined by the Presidency Towns Insolvency Act or the Provincial Insolvency Act or the Insolvency & Bankruptcy Code 2016 or any Act amending such original.

(g) Net Prices: If in arriving at the contract amount the Vendor shall have added to or deducted from the total of the items in the Tender any sum, either as a percentage or otherwise, then the net price of any item in tender shall be the sum arrived at by adding or deducting from the actual figure appearing in the Tender as the price of that item a similar percentage or determining the percentage or proportion of the sum so added or deducted by the vendor the total amount of any Prime Cost items and provisional sums of money shall be deducted from the total amount of the tender. The expression “net rates” or “net prices” when used with reference to the contract or accounts shall be

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held to mean rates or prices so arrived at.

(h) Works: “Annual Maintenance Contract (AMC) & Facility Management Service (FMS) for Computer Hardware, Software and Peripherals at Reserve Bank of India, New Delhi” as provided herein.

Words importing persons include firms and corporations. Words importing the singular only also include the plural and vice versa where the context requires.

2. Scope of Contract:

The Vendor shall carry out the said work in every respect in accordance with this Contract and with the directions of and to the satisfaction of the Bank. The Bank may in his absolute discretion and from time to time issue further written instructions, detailed directions and explanations which are hereafter collectively referred to as “Bank’s Instructions” in regard to:

a The variation or modification of the quality or quantity of works or the addition or omission or substitution of any work.

b Any discrepancy in the list of assets under AMC & FMS and/or Quantities and/or specification.

c The removal from the site of any IT assets brought thereon by the vendor and the substitution of any other IT assets therefore.

d The removal and/or re-execution of any works executed by the vendor.

e The dismissal from the works of any persons employed thereupon.

f The opening up for inspection of any work covered up.

g The amending and making good of any defects under clause thereof.

3.

4.

5.

The Vendor shall forthwith comply with and duly execute any work comprised such Banks instructions provided always that verbal instructions, directions and explanations given to the vendor or his representatives upon the works by the Bank shall, if involving a variation, be confirmed in writing by the vendor within seven days, and if not dispensed from in writing within a further seven days by the Banks, such shall be deemed to be Bank’s Instructions within the scope of the Contract.

Contract to Provide everything necessary at his/her cost:

The Vendor shall provide at his cost everything necessary for the proper execution of the work accordingly to the intent and meaning of the list of IT Assets and specification taken together with whether the same may or may not be particularly shown or described therein provided that the same can reasonably be inferred there from and if the Vendor finds any discrepancy in the list of IT assets and the specifications, he/she immediately and in writing refer same to the Bank who shall decide which is to be followed.

The Vendor shall confirm to the provision of any Act of the Legislature relating to the contract, and to the regulations and bye-laws of any authority, and other companies

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6.

7.

8.

9.

10.

11.

and/or authorities with whose systems the IT assets are proposed to be connected and shall before making any variations from the requirements that may be necessitated, by so conforming the same by the Bank by written notice, specifying the variation proposed to be made and the reason for making it and apply for instructions thereon.

The Vendor shall indemnify (with unlimited liability) the Bank against all claims in respect of patent rights, and shall defend all actions arising from such claims, and shall himself pay all royalties, license fees, damages cost and charges of all and every sort that may be legally incurred in respect thereof.

Execution of Contract:

The Vendor Shall execute the contract and shall be responsible for the true and perfect execution of the same and for the correctness of the contract requirements. If at any time any error in this respect shall appear during the progress of the contract or within a period of contract, the Vendor shall, if so required, at his own expense rectify such error to the satisfaction of the Bank.

IT Assets and workmanship to confirm to descriptions:

All IT assets and workmanship shall so far as procurable be of the respective kinds described in the list of IT assets and/or Specifications and in accordance with the Bank’s instructions, and the Vendor shall upon the request of the Bank furnish him with all invoices, accounts, receipts and other vouchers to prove that the IT assets comply therewith. The Vendor shall at his own cost arrange for and/or carry out any test of any IT assets which the Bank may require.

Vendors’ superintendence and representative on the works:

The Vendor shall give all necessary personal superintendence during the execution of the contract. The Vendor shall also engage/employ the competent, qualified and experienced Engineers who shall be constantly in attendance at the works while the men are at work. Any directions, explanations, instructions or notices given by the Official of IT Cell, RBI, New Delhi to such representative shall be held responsible as given to the Vendor.

Dismissal of Workmen:

The Vendor shall on instructions of the Official of IT Cell, RBI, New Delhi immediately dismiss from the contract any person employed thereon by him who may, in the opinion of the Official from IT Cell, RBI, New Delhi, be incompetent or misconduct himself and such persons shall not be again employed on the contract without the permission of the Bank.

Access to works:

The Bank, and their respective representative shall at all reasonable times have free access to the Contract place and/or to the Service Centres, workshops, factories or other places where IT assets are lying or from which they are being obtained and the Vendor shall give every facility to the Bank, the Official of IT Cell, RBI, New Delhi and their representatives necessary for inspections and examination and test of the IT assets and workmanship. No person not authorized by the Bank except the representatives of public authorities shall be allowed on the works at any time.

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12.

13.

14.

15.

16.

Official from IT Cell, RBI, New Delhi

The term “Official from IT Cell, RBI, New Delhi” or any other representative shall mean the person / Engineer appointed and paid by the Bank and acting under the orders of the Bank to inspect the contract works. The vendor shall afford the Official from IT Cell, RBI, New Delhi every facility and assistance for inspecting the contract works and IT assets and for checking IT assets. Neither of the Official from Vendor have power to set out contract or to revoke, alter, enlarge or relax any requirements of the Contract, or to sanction any day work, additions, alterations, deviations or omissions or any extra work whatever except in so far as such it may be specially conferred by a written order with the prior concurrence in writing of the Bank.

Official from IT Cell, RBI, New Delhi

Official from IT Cell, RBI, New Delhi or any other representative of the Bank shall have power to give notice to the Vendor or to his representative for the non-approval of any work or IT assets and such work shall be suspended or the use of such IT assets shall be discontinued until the decision of the Bank obtained. The work will from time to time be examined by the Bank, the Official from IT Cell, RBI, New Delhi but such examination shall not in any way exonerate the Vendor form the obligation to remedy any defects which may be found to exist at any stage of the works or after the same is completed. Subject to the limitation of this clause, the Vendor shall take instructions only from the Bank.

Assignment and Sub - letting

The whole of the works included in the contract shall be executed by the vendor and the vendor shall not sub-let or assign the contract or any part/share thereof or any interest therein without the prior written consent of the Bank, and no undertaking shall relieve the Vendor from the full and entire responsibility of the Contract or from active superintendence of the works during their progress.

Alterations, Additions, Omissions etc.: No alterations, omission or variation shall vitiate this Contract but in case the Bank thinks proper at any time during the progress of the contract to make any alterations in, or additions to, or omissions from, the contract or any alteration in the kind or quality of the IT assets to be used therein and shall give notice thereof under his hand to the Vendor. The Vendor shall alter, add to, or omit from, as the case may be in accordance with such notice, but the Vendor shall not do any work extra to or make any alterations or additions to or omissions from the contract or any deviation from any of the provisions of the contract, stipulation and specification without the previous consent in writing of the Bank and the value of such extras, alterations, additions or omissions shall in all cases be determined by the Bank in accordance with the provisions of Clause mentioned here of, and the same shall be added to or deducted from the Contract Amount, as the case may be.

List of IT Assets under AMC & FMS: The list of IT Assets under AMC & FMS is given in Section VIII.

Any error in description or in quantity or in omission of items from the list shall not vitiate this contract but shall be rectified and the value thereof, shall be added to, or deducted, from the Contract Amount (as the case may be) on prorate basis, with the prior approval of the Bank.

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17. Sufficiency of the List of IT Assets:

The Vendor shall be deemed to have satisfied himself before tendering as to the correctness and sufficiency of his tender for the contract and of the prices quoted on the basis of the list of IT assets under the contract. The value of contract shall cover all his obligations under the Contract, and all matters and things necessary for the proper completion of the contract.

18. Prices for extras etc. ascertainment of:

No claim for an extra shall be allowed unless it shall have been executed under provisions of contract or by the authority of the Official from IT Cell, RBI, New Delhi with the concurrence of the Bank as herein mentioned. Any such extra is herein referred to as authorized extra and shall be made in accordance with the following provisions.

(i) The net rates in the original tender shall determine the valuation of the addition or deletion of IT assets under AMC. The values of the contract shall be adjusted accordingly on prorata basis, with the prior approval of the Bank.

(ii) Where the extra works are not of similar character and/or executed under similar conditions as aforesaid or where the omissions/ deletions vary the conditions under which any remaining items of works are carried out or if the amount of any omissions or additions relative to the amount of the whole of the contract works or to any part thereof shall be such that in the opinion of the Official of IT Cell, RBI, New Delhi, the AMC amount involves loss or expense beyond that reasonably contemplated by the Vendor or is by reason of such omission or addition rendered unreasonable or inapplicable, the Official of IT Cell, RBI, New Delhi shall fix such other rate or price as in the circumstances he shall think reasonable and proper, with the prior approval in writing of the Bank.

(iii) Where extra work cannot be properly measured or valued the Vendor shall be allowed compensation in accordance with the minimum wages for skilled workers in Delhi, provided that the same has been verified by the Official of IT Cell, RBI, New Delhi or his representative at or before the end of the week following that in which the work has been executed.

(iv) It is further clarified that for all such authorized extra items where rates cannot be derived from tender, the Vendors shall submit rates supported by rate analysis worked on the “actual cost basis” plus 15% towards establishment charges, Vendor’s overhead and net profit. Such items will not be eligible for escalation.

19.

20.

The successful tenderer should make his own arrangement to obtain all IT assets required for the execution of the contract.

Unfixed IT Assets when taken into account to be the property of the Bank

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Where in any Certificate (of which the Vendor has received payment), the Official from IT Cell, RBI, New Delhi has included the value of any unfixed IT Assets intended for and/or placed on or adjacent to the works such IT Assets shall become the property of the Bank and they shall not be removed except for use upon the works, without the written authority of the Bank. The Vendor shall be liable for any loss of or damage to, such IT Assets.

21. Removal of Improper work

The Official from IT Cell, RBI, New Delhi shall, during the progress of contract, have power to order in writing from time to time the removal from the works within such reasonable time or times as may be specified in the order, of any IT Assets which in the opinion of the Official of IT Cell, RBI, New Delhi are not in accordance with the Specifications or instructions of the Official of IT Cell, RBI, New Delhi, the substitution of proper IT Assets, and the removal and proper re-execution of any work executed with IT Assets and workmanship not in accordance with the requirements and specifications or instructions, and the Vendor shall forthwith carry out such order, the Bank shall have the power to employ and pay other persons to carry out the same, and all expenses consequent thereon, or incidental thereto, as certified by the Bank / Official of IT Cell, RBI, New Delhi shall be borne by the Vendor, or may be deducted by the Bank from any money due, or that may become due to the Vendor or from the Bank Guarantee as provided by the Vendor under the contract.

22. Defects after virtual completion:

Any defect, or other faults which may appear within the “Maintenance/ Defects Liability Period” stated in the Appendix hereto, arising in the opinion of the Official of IT Cell, RBI, New Delhi from IT Assets or workmanship not in accordance with the contract, shall upon the directions in writing of the Official of IT Cell, RBI, New Delhi, and within such reasonable times as shall be specified therein, be amended and made good by the Vendor, at his own and in case of default the Bank may employ and pay other persons to amend and make good such defects, settlements or other faults and all damages, loss and expenses consequent thereon or incidental thereto shall be made good and borne by the Vendor and such damage, loss, expenses shall be recoverable from him by the Bank or may be deducted by the Bank, upon the Official of IT Cell, RBI, New Delhi Certificate in writing, from any money due or may become due to the Vendor or from the Bank Guarantee as provided by the Vendor under the contract. The Bank may in lieu of such amending and making good by the Vendor deduct from any money due to the Vendor, a sum, to be determined by the Official of IT Cell, RBI, New Delhi equivalent to the cost of amending such work and in the event of the amount available for recovery being insufficient, recover the balance from the Vendor, together with any expenses the Bank may have incurred in connection therewith. Should any defective work have been done or IT Asset supplied by any sub-vendor employed on the works who has been nominated or approved by the Official of IT Cell, RBI, New Delhi, the vendor shall be liable to make good in the same manner as if such work had been done by the vendor and been subject to the provisions of this contract. The vendor shall remain liable under the provisions of this Clause notwithstanding the signing of any certificate or the passing of any accounts, by the Bank.

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23. Certificate of Virtual Completion and Maintenance/ Defects Liability Period:

The works shall not be considered as completed until the Official from IT Cell, RBI, New Delhi has certified in writing that they have been virtually completed. The Maintenance/ Defects Liability Period shall commence from the date of such certificate.

24. Nominated Sub-Contractors:

All Specialists, Merchants, Tradesman and others executing any work of supplying and fixing any IT assets which are part of the contract, are declared to be Sub-Contractors employed by the Vendor, after approval from the Bank and are herein referred to as nominated Sub-Contractors.

No nominated Sub-Contractor shall be employed on or in connection with the contract, by the vendor, shall make reasonable objection or (save where the Bank and vendor shall otherwise agree) who will not enter into a contract with vendor providing:

(a) That the nominated Sub-Contractor shall indemnify the vendor/ the Bank against the same obligation in respect of the Sub-Contract as the vendor is under in respect of this contract.

(b) That the nominated Sub-Contractor shall indemnify the vendor/ the Bank against claims in respect of any negligence by the Sub-Contractor, his servants or agents or any misuse by him or them of any scaffolding or other plant, the property of the vendor or under any Workmen’s Compensation Act in force.

(c) Payment shall be made to the nominated Sub-Contractor within fourteen days of his receipt of the Official of IT Cell, RBI, New Delhi Certificate provided that before any certificate is issued the vendor shall upon request furnish to the Official of IT Cell, RBI, New Delhi proof that all nominated Sub-Contractor’s accounts included in previous Certificates have been duly discharged, the default whereof the Bank may pay the same upon a Certificate of the Official of IT Cell, RBI, New Delhi and deduct the amount thereof from any sum due to the vendor. The exercise of this power shall not create brevity of contract as between Bank and Sub-Contractor.

25. Other persons employed by the Bank:

The Bank reserves the right with the concurrences of the Official from IT Cell, RBI, New Delhi to use premises and any portions of the site for the execution of any work not included in this Contract which it may desire to have carried out by other persons and the vendor shall allow all reasonable facilities for the execution of such work. Such work shall be carried out in such manner as not to impede the progress of the works included in the Contract and the Vendor shall not be responsible for any damage or delay which may happen to or occasioned by such work.

26. Insurance in respect of damages to persons and property:

The Vendor shall be responsible for all injury or damage to persons, animals or things

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and for all damage to property which may arise from any factor omission on the part of the vendor or any Sub-Contractor or any nominated Sub-Contractor or any of their employees. The liability under this clause shall cover also inter-alia any damage to structures, whether immediately adjacent to the works or otherwise, any damage caused to the building and other structures and works forming the subject matter of this contract. The Vendor shall indemnify and keep indemnified the Bank and hold him harmless in respect of all and any loss and expenses arising from any such injury or damage to persons or property as aforesaid and also against any claim made in respect of injury or damage, whether under any statute or otherwise and also in respect of any award or compensation or damage consequent upon such claims. The Vendor shall, at his own expense, effect and maintain till issue of the virtual completion certificate under this contract, with a reputed insurance Vendor, an All Risks Policy for Insurance for the full amount of the contract in the joint names of the Bank and the Vendor (the name of the former being placed first in the policy) against all risks as per the standard all risk policy for vendors and deposit such policy or policies with the Bank before commencing the works.

The Vendor shall reinstate all damage of every sort mentioned in this clause so as to do delivery of the whole of the works complete and perfect in every respect and so as to make good or otherwise satisfy all claims for damage to property or third parties.

The Vendor shall also indemnity and keep indemnified the Bank against all claims which may be made against the Bank by any person in respect of anything which may arise in respect of the contract or in consequence thereof.

The minimum limit of the coverage under the policy shall be Rs.2 lakhs per person for any one accident or occurrence and Rs.5 lakhs in respect of damage to property for any one accident or occurrence. The Vendor shall also indemnify the Bank against all claims which may be made upon the Bank, whether under the Workmen’s Compensation Act or any other statute in force, during the currency of this contract or at Common Law in respect of any employee of the Vendor or Sub-Contractor and shall be at his own expense effect and maintain until the Virtual Completion or the Contract with an Insurance Vendor approved by the Bank a policy of Insurance against such risks and deposit such policy or policies with the Bank from time to time during the currency of this contract.

In default of the Vendor insuring as provided above, the Bank may so insure and may deduct the premiums paid from any money due or which may become due to the vendor.

The Vendor shall be responsible for any liability which may not be covered by the insurance policies referred to above and also for all other damages to any person, animal or defective carrying out of this contract, whatever, may be the reasons due to which the damage shall have been caused.

The Vendor shall also indemnify and keep indemnified the Bank against all and any costs, charges or expenses arising out of any claim or proceedings relating to the works and also in respect of any award of damage or compensation arising there from.

Without prejudice to the other rights of the Bank against Vendors in respect of such default, the Bank shall be entitled to deduct from any sums payable to the Vendor the amount of any damages, compensation costs, charges and other expenses paid by the Bank and which are payable by the Vendor under this clause.

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The Vendor shall upon settlement by the insurer of any claim made against the insurer pursuant to a policy taken under this clause, proceed with due diligence to rebuild or repair the works destroyed or damaged. In this event all the money received from the insurer in respect of such damage shall be paid to the Vendor and the Vendor shall not be entitled to any further payment in respect of the expenditure incurred for rebuilding or repairing of the IT Assets or gods destroyed or damaged.

The Vendor, in case of re-building or reinstatement after damage shall be entitled to such extension of time for completion as the Official from IT Cell, RBI, New Delhi may deem fit, but shall, however, not be entitled to reimbursement by the Bank of any shortfall or deficiency in the amount finally paid by the insurer in settlement of any claim arising as set out herein.

Without prejudice to his liability under this clause, the Vendor shall also cause all nominated sub-Contractors to effect, for their respective portions of the works similar policies of insurance in accordance with the provisions of this clause and shall produce or cause to produce to the Bank such policies. The Vendor shall not permit a nominated Sub-Contractor to commence work at the site unless said insurance policies are submitted. In the event of failure, of the Sub-Contractor to take out such policy or policies of insurance before commencing the works at the site, the Vendor shall be responsible for any claim or damage attributable to the said Sub-Contractor.

27.

Date of commencement and completion:

The Vendor shall be allowed admittance to the site on the “Date of Commencement” stated in the Appendix hereto, or such later date as may be specified by the Official of IT Cell, RBI, New Delhi / the Bank and he shall, thereupon and forthwith, begin the work and shall regularly proceed with and complete the same on or before the “Date of Completion” stated in the Appendix subject nevertheless to the provision for extension of time hereinafter contained.

28.

Damage for non-completion:

If the Vendor fails to complete the contract up to date stated in the Appendix or within any extended time under the contract and the Official of IT Cell, RBI, New Delhi / the Bank certifies in writing that in his opinion the same ought reasonably to have been completed the Vendor shall pay the Bank the sum names in the Appendix as “Liquidated Damages” for the period during which the said contract so remain incomplete and the Bank may deduct such damages from any money due to the Vendor

29. Delay and Extension of Time:

If in the opinion of the Official from IT Cell, RBI, New Delhi / the Bank, the execution of any work under the contract be delayed:

(a) by force majeure or (b) by reason of any exceptionally inclement weather or (c) by reason of civil commotion, local combination of workmen or strike or lockout affecting any of the building trades or (d) in consequence of the Vendor not having received in due time necessary instructions from the Official of IT Cell, RBI, New Delhi for which he shall have specifically applied in writing or (e) from other causes which the Official from IT Cell, RBI, New Delhi /Bank may certify as beyond the control of Vendor. In such cases, the Vendor shall immediately give written notice thereof to the Official of IT Cell, RBI, New Delhi

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/Bank but the Vendor shall nevertheless constantly use his Endeavour’s to prevent delay and shall do all that may reasonably be required to the satisfaction of the Official from IT Cell, RBI, New Delhi to proceed with work.

If the Vendor needs an extension of time for the completion of any work under the purview of this contract, the Vendor shall apply to the Bank for extension of time in writing at least 7 days before the expiry of the scheduled time and while applying for extension of time Vendor shall furnish the reasons in detail and his justification, if any, for delays. Only that period of extension of time as granted by the Bank (on receipt of the application from the Vendor or even in absence of any such application) will qualify for exemption of imposition of penalty/ liquidated damages. For the balance period in excess of original stipulated period and authorized extension of time granted by the Bank, the provision of penalty/ liquidated damages as stated in the contract will become applicable.

The delay for completion of work for any reason will not entail any right to the Vendor to claim any revision of rates or any extra compensation for any reason.

30. Failure by Vendor to comply with Official from IT Cell, RBI, New Delhi/Bank’s Instructions:

If the Vendor after receipt of written notice from the Official from IT Cell, RBI, New Delhi /the Bank requiring compliance within ten days fails to comply with such further specifications and/or Official from IT Cell, RBI, New Delhi /Bank instructions, the Bank may employ and pay other persons to execute any such work whatsoever, that may be necessary to give effect thereto, and all costs incurred in connection therewith shall be recoverable from the Vendor by the Bank on the Certificate of the Official of IT Cell, RBI, New Delhi as a debit or may be deducted by him from any money due to the Vendor.

31. Termination of Contract by the Bank:

If the Vendor being an Incorporated Company/ LLP shall have an order for compulsory winding up made against it or pass an effective resolution for winding up voluntarily or subject to the supervision of the Court and the Official Assignee or the Liquidator in such acts of insolvency or winding up, as the case may be, shall be unable within seven days after notice to him requiring him to do so, to show to the reasonable satisfaction of the Official of IT Cell, RBI, New Delhi /Bank that he is able to carry out and fulfil the contract and to give security therefore, if so required by the Official from IT Cell, RBI, New Delhi /Bank.

OR if the Vendor (Incorporated Company/ LLP) shall suffer execution or other process of Court attaching property to be issued against the Vendor.

OR shall suffer any payment under this Contract to be attached by or on behalf of any of the creditors or the Vendor.

OR shall assign or sublet this Contract without the consent in writing of the Bank first hand and obtained.

OR shall charge of encumber this Contract or any payments due or which may become due to the Vendor hereunder.

OR if the Official from IT Cell, RBI, New Delhi /Bank shall clarify in writing to the Bank that the Vendor.

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(i) Has abandoned the Contract for

(ii) Has failed to commence the works, or has without any lawful excuse under these Conditions suspended the progress of the works for fourteen days after receiving from the Official from IT Cell, RBI, New Delhi /Bank notice to proceed for.

(iii) Has failed to proceed with the works with such due diligence and failed to make such due progress as would enable the works to be completed within the time agreed upon or

(iv)

(v)

Has failed to remove IT Assets from the site or to pull down and replace work for seven days after receiving from the Official from IT Cell, RBI, New Delhi written notice that the said IT Assets or work were condemned and rejected by the Official of IT Cell, RBI, New Delhi /Bank under these conditions, or

Has neglected or failed persistently to observe and perform all or any of the acts, matters of things by this contract to be observed and performed by the Vendor for seven days after written shall have been given to the Vendor requiring the Vendor to observe or perform the same.

Then and in any of the said cases the Bank may, notwithstanding any previous waiver, after giving seven days’ notice in writing to the Vendor, determine the Contract, but without thereby affecting the powers of the Official from IT Cell, RBI, New Delhi / the Bank or the obligations and liabilities of the Vendor, the whole of which shall continue in force as fully as if the Contract had not been so determined, and as if the work subsequently executed had been executed by or on behalf of the Vendor. And further, the Bank by his agents or servants may enter upon and take possession of the works / tools / machinery and IT Assets lying upon the premises and use the same as his own property of may employ the same by means of his own servants and workmen in carrying on and completing the works or by employing any other Vendor or other person or persons to complete the works, and the Vendor shall not in any way interrupt or do any act, matter or thing to prevent or hinder such other Vendor or other person or persons employed for completing and finishing or using the IT Assets and plant for the works. When the works shall be completed or as soon thereafter as convenient the Official from IT Cell, RBI, New Delhi /Bank shall give a notice in writing to the Vendor to remove his IT Assets and plant, and should the Vendor fail to do so within a period of fourteen days after receipt of thereof by him, the Bank may sell the same by public auction, and give credit to the Vendor for the net amount realized. The Bank shall thereafter ascertain and certify in writing under his hand what (if anything) shall be due or payable to or by the Bank and expense or loss which the Bank shall have been put to in procuring the works to be completed and the amount, if any, owing to the Vendor and the amount which shall be so certified shall thereupon be paid by the Bank to the Vendor or by the Vendor to the Bank, as the case may be, and the Certificate of the Official of IT Cell, RBI, New Delhi shall be final and conclusive between the parties.

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32. Termination of Contracts by Vendor:

If the payment of the amount payable by the Bank under Certificate of the Official from IT Cell, RBI, New Delhi shall be in arrears and unpaid for thirty days after notice in writing requiring payment of the amount as aforesaid shall have been given by the Vendor to the Bank, or if the Bank shall repudiate the Contract, or if the works be stopped for three months under the order of the Official from IT Cell, RBI, New Delhi or the Bank or by any injunction or other order of any court of Law, then and in any of the cases the Vendor shall be at liberty to determine the Contract by notice in writing to the Bank, through the Official from IT Cell, RBI, New Delhi and he shall be entitled to recover from the Bank, payment for all works which have been executed by him.

33. Certificate of Payments:

(i) The Vendor shall be paid the AMC & FMS bills as per contract on a certificate in this regard from Official from IT Cell, RBI, New Delhi, on quarterly basis after the end of the quarter. However, provided always that the issue by the Bank/ Official from IT Cell, RBI, New Delhi of any Certificate during the progress of the works at or after the completion and AMC & FMS shall not relieve the Vendor from his liability under the contract nor relieve the Vendor of his liability in case of fraud, dishonesty or fraudulent concealment relating to the works or IT Assets or to any matter dealt with in the certificate, and in case of any defect and insufficiencies in the works or IT Assets which a reasonable examination would not have disclosed. No certificate of the Bank shall of itself be conclusive evidence that any works or IT Assets to which it relates are in accordance with the Contract neither will the Vendor have a claim for any amounts which the Official of IT Cell, RBI, New Delhi might have certified in any previous bill and paid by the Bank and which might subsequently be discovered as not payable and in this respect the Bank’s decision shall be final and binding.

(ii) The Vendors will be paid no advance in respect of the cost of required IT Assets brought to the site for consumption in the contract.

(iii) The Bank shall have power to withhold any certificate if the works or any parts thereof are not being carried out to his satisfaction.

(iv) The Bank may by any Certificate make any correction in any previous certificate which shall have been issued by him.

(v) No payment shall be made to the Vendor if the Vendor fails to insure the works / persons and keep them insured till the issue of the contract period is over.

(vi) Payments upon the Official from IT Cell, RBI, New Delhi Certificate shall be made within the periods named in the Appendix as “Period for honour of Certificates”.

34. Any amounts payable by the Bank to the Vendor in pursuance of any certificates given by the Official from IT Cell, RBI, New Delhi hereunder shall, if not paid, within the “Period of honouring certificates’ named in the Appendix carry interest at the rate named in the Appendix as the “rate of interest for delayed payment” from the date upon which such sum ought to have been paid by the Bank until the payment.

35. Matter to be finally determined by the Bank:

The decision, opinion, direction, certificate of payment with respect of to all or any of the

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matters under the contract (which matters are herein referred to as accepted matters) shall be final and conclusive and binding on the parties hereto and shall be without appeal. Any other decision, opinion, direction. Certificate of valuation of the Bank or any refusal of the Bank to give any of the same, shall be subject to the right of Arbitration and review under the contract in the same way in all respect (including the provisions as to opening the reference) as if it were a decision of the Bank.

36.

Settlement of Disputes by Arbitration:

All disputes and differences of any kind whatever arising out of or in connection with the contract or the carrying out of the works (whether during the progress of the works or within 12 months from the date of virtual completion of the AMC & FMS period or whether before or within 12 months of the determination abandonment or breach of the contract shall be referred to giving inter-alia full details of the matter under dispute like quantities, rates, amount claimed & the reason thereto, and settled by the General Manager, IT Cell, New Delhi, who shall state his decision in writing. Such decision may be in the form of a final certificate or otherwise. The decision of the General Manager, IT Cell, New Delhi with respect to any of the accepted matters shall be final and without appeal as stated in the contract. But if either the Bank or the Vendor be dissatisfied with the decision of the General Manager, IT Cell, New Delhi on any matter, question or disputes of any kind of the accepted matter or as to the withholding by the General Manager, IT Cell, New Delhi of any certificate to which the vendor may claim to be entitled, then and in any such case either party (The Bank or the Vendor) may within 28 days after receiving notice of such decision give a written notice to the other party through the General Manager, IT Cell, New Delhi requiring that matter in dispute be arbitrated upon. Such written notice shall specify the matters with full details & amount which are in dispute or difference of which such written notice has been given and no other matter shall be and is hereby referred to the Arbitration and final decision of an arbitrator to be agreed upon and appointed by the both the parties.

If both the parties agree a single arbitrator would be appointed for the purpose. In case no agreement could be reached on the appointment of single arbitrator, both the parties will nominate one person each as an arbitrator on their behalf. The two arbitrators nominated by the parties shall nominate one more person to act as third arbitrator or umpire.

The arbitrator or arbitrators, as the case may be, shall have power to open up, review and revise any certificate, opinion, decision, requisition or notice, save in regard to the accepted matters, referred to in the preceding clause and to determine all matters in dispute which shall be submitted to arbitration and of which notice shall have been given as aforesaid.

The arbitrator or arbitrators, as the case may be, shall make his award within one year (or such further extended time as may be decided by him or them as the case may be with the consent of the parties) from the date of entering on the reference. In case during the arbitration proceedings the parties mutually settle, compromise or compound their dispute or difference, the reference to arbitration and the appointment of the Arbitrator shall deemed to have been revoked and the arbitration proceedings shall stand withdrawn or terminated with effect from the date on which the parties file a joint memorandum of settlement or compromise thereof, with the arbitrator or the arbitrators as the case may be.

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This submission shall be deemed to be a submission to arbitration within the meaning of the Indian Arbitration Act, 1996 or any statutory modification thereof.

The award of the arbitrator or arbitrators, as the case may be, shall be final and binding on the parties. It is agreed that that the Vendor shall not delay the carrying out the works by reason of any such matter, question or dispute being referred to arbitration, but shall proceed with the work with all due diligence and shall until the decision of the arbitrator or arbitrators as the case may be, is given abide by the decision of the General Manager, IT Cell, New Delhi and no award of the arbitrator or arbitrators, as the case may be, shall relieve the Vendor of his obligations to adhere strictly to the General Manager, IT Cell, New Delhi instructions with regard to the actual carrying out of the works. The Bank and the Vendor hereby also agree that arbitration under this clause shall be a condition precedent to any right of action under the contract.

37. Right of Technical Scrutiny of Final Bill:

The Bank shall have a right to cause a technical examination of the works by any of the persons or organization as appointed by the Bank and the final bill of the Vendor including all supporting vouchers, abstracts etc. If as a result of this examination or otherwise any sum is found to have been overpaid or over-certified it shall be lawful for the Bank to recover the sum from any payment due to the Vendor for this work or any other work or works being carried out by Vendors elsewhere under the RESERVE BANK OF INDIA.

38. Bank entitled to recover compensations paid to workman:

If, for any reason, the Bank is obliged by virtue of the provisions of the Workmen’s Compensation Act, 1923, or any statutory modification or re-enactment thereof to pay compensation to a workman employed by the Vendor in execution of the works, the Bank shall be entitled to recover from the Vendor the amount of compensation so paid and without prejudice to the rights of the Bank under the said Act. The Bank shall be at liberty to recover such amount or any part thereof by deducting it from the security deposit or from any sum due to the Bank by the Vendor under this Contract or otherwise. The Bank shall not be bound to contest any claim made against it under the said Act, except on the written request of the vendor and upon his giving to the Bank full security to the satisfaction of the Bank for all costs for which the Bank might become liable in consequence of contesting such claim.

39. Abandonment of works:

If at any time after the acceptance of the tender, the Bank shall for any reasons whatsoever not require the whole or any part of the work to be carried out, the Bank shall give notice of 30 days in writing to the Vendor who shall have no claim to any payment of compensation or otherwise whatsoever on account of any profit or advantage which he might have derived from the execution of the whole works.

40. Return of surplus IT Assets:

Notwithstanding anything to the contrary contained in any or all the clause of this Contract, where any IT Asset for the execution of the Contract is procured with the assistance or by the Bank shall be returned to the Bank, before the expiry of the contract. In the event of breach of the aforesaid condition, the Vendor shall, in addition to being

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liable to action for contravention of the terms of contract or licenses or permit and or criminal breach of trust, be liable to Bank for all moneys, advantages or profits resulting or which in the usual course would have resulted by reason of such breach.

41.

42.

The Marginal Notes:

The Marginal Notes and in the catch lines hereto and in the annexure hereto are meant only for convenience of reference and shall not in any way be taken into account in the interpretation of these presents and the annexure hereto. The Vendors will have to carry out and complete the contract in every respect in accordance with all the terms & conditions of the contract.

While taking up the work, the vendor shall ensure that least disturbance is caused to the employees of the Bank. The vendor may please note that the availability of space of work will depend upon different factors and they may not able to get all the areas at a stretch. The work has to be carried out in different areas according to the availability of area.

I/We hereby declare that I/we have read and understood the above instructions for guidance of tenderers

Place: Signature of Vendor

Date: Name and address of the Vendor

(with seal)

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Section VI

Appendix Hereinbefore Referred To

Sr. No.

Reference to Clauses of contract in Conditions hereinbefore referred to

Bank’s Terms

1. Contract Period October 01, 2019 to June 30, 2022 (to be reviewed annually on same terms & conditions)

2. Date of Commencement October 01, 2019

3. Period for Completion June 30, 2022

4. Maintenance/ Defects Liability Period: September 30, 2022

5. Rate of Penalty Rs300/- for PCs, Printers & peripherals per day (Maximum Rs 3000/- per complaint), Rs. 500/- for Laptops/ Notebooks per day (Maximum Rs 5000/- per complaint), Rs. 2000/- for Servers per day (Maximum Rs 10000/- per complaint)

Rs. 1000/- per day for absence of one Resident Engineer

6. EMD Rs. 50000/- to be deposited all bidder through NEFT in favour of Reserve Bank of India, New Delhi. However, all MSE’s participating in tendering process are exempt from payment of Earnest Money Deposit.

7. Security Deposit 10% of Tender Amount

8. Period of honouring Certificates of Payments

AMC & FMS Charges: Quarterly Basis (within 30 days of the receipt of Bill)

9. Interest for delayed payments Three percent per annum.

10. Release of Performance Bank Guarantee, if any.

After Maintenance or defects liability period i.e. September 30, 2022

11. Liquidated Damages All Actual costs incurred by the Bank to get the work completed by third party, if the work is left incomplete by the Vendor.

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Section VII

Detailed Scope of Works

The scope of coverage of the AMC & FMS is for the computer hardware, software and peripherals for all the items listed in Section VIII. Technical support for softwares listed in Section VIII must also be provided. In the event of addition of machines under the scope of the AMC & FMS, the maintenance will be carried out by the Vendor for which the Vendor shall be eligible for consideration on a pro-rata basis. In the event of weeding out of older machines in the office, the same shall be removed from the contract and the rates shall be reduced accordingly on a pro-rata basis.

Contract:

The form of contract shall be according to the printed form “Conditions of Contract”. The following clauses shall be considered as an extension and not in limitations of obligation of the vendor.

Eligibility Conditions 1. The Vendor should be a Company / LLP registered under Companies Act. 2. Vender should be in the business of maintenance of Computer Hardware, Software and associated Peripherals at least for the last 3 years (as on the date of uploading of e-tender on MSTC website) and should have executed one or more such assignment with value more than or equal to Rs. 10.00 lakh during each of the last 3 years. The details should be furnished in the Annex-V with the copy of Work orders. 3. The vendor should have provided AMC of Servers/PCs/Laptops/Printers etc. to at least one Financial Institution/Banks/Government sector/ PSUs during each of the last 2 years. 4. Minimum Annual turnover of Rs. 25 Lakh with net profit in each of the last three years (i.e. 2016-17, 2017-18 and 2018-19) supported by audited or certified statement of accounts for 2016-17 & 2017-18 and audited (or unaudited) or certified statement of accounts for 2018-19. 5. The vendor should have applicable tax registrations (PAN, TIN, GST etc.). 6. The vendor should have an office in Delhi/ NCR. 7. The vendor should have adequate technical staff in Delhi/ NCR with expertise, certifications for dealing with said maintenance of IT assets (Annex III). 8. The vendor should have Service Centre in Delhi/ NCR duly equipped with adequate technical staff and equipment for repair work so as to ensure at least 99% uptime for the said IT Assets as mentioned in Section VIII. Details of Service Centres should be indicated in Annex-IV. 9. The vendor should not have been delisted/banned by any Government, Regulatory Authority, Financial Institution, etc in last 03 years. Further, the vendor should not have any insolvency case against it. 10. The Techno Commercial Bid shall include documentary proof in respect of each of the above 8 points. Financial/ Price bids (Part II) of a firm who fails to fulfill any of the above condition will not be considered. (Documentary evidence of the information in respect of Points 01 to 08 above are required to be submitted along with Tender (Part- I).

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Detailed Scope of Work

1. The scope of coverage of the AMC & FMS is for the computer hardware, software and peripherals for all the items listed in Section VIII and deployed at the locations/ properties of the Bank as specified in Section IX. Technical support for softwares listed in Section VIII must also be provided. In the event of addition of machines under the scope of the AMC & FMS, the maintenance will be carried out by the Vendor for which the Vendor shall be eligible for consideration on a pro-rata basis. In the event of weeding out of older machines in the office, the same shall be removed from the contract and the rates shall be reduced accordingly on a pro-rata basis. The prices quoted are inclusive of all costs as specified in the scope of work below and are inclusive of all due taxes.

2. The prices are to be quoted in two parts. One for assets under AMC only. It shall be a value based on quoted percentage to the total value of IT Assets under AMC (per annum) as per Section VIII. The second part shall consist of cost of 04 resident engineers who shall be posted at Reserve Bank of India, 6, Parliament Street, New Delhi 110001, to provide AMC & FMS support in respect of in respect of all the IT assets (including assets under Warranty) installed at various locations as provided in Section IX. The grand total of the two shall be the total tender cost. However, the Price quoted in respect of 04 Resident Engineers must not be less than the minimum wages as applicable in Delhi/ NCR. Further, it should take into account the requirements of other labour laws viz. PF/ ESI etc also. The bids quoting the cost of Resident Engineers which are less than the minimum wages/ PF/ ESI etc requirements, as stated above shall be rejected. It shall be applicable during the contract period and the renewal period, if any, subject to providing satisfactory services on year to year basis. Annual increment on the rates decided shall be based on the indexation formula as given in Section X. 3. The Payment towards AMC & FMS services as per agreement, will be made at quarterly interval on receipt of the bill along with satisfactory report from Officials of IT Cell, RBI, New Delhi after completion of the quarter. 4. As security for due fulfillment of the terms and conditions and obligations of the service contract, the Vendor shall furnish a Performance Bank Guarantee of 10% of the value of the AMC & FMS contract, valid for three months beyond the period of AMC & FMS agreement. The Bank Guarantee shall be renewed for a further period in case of renewal of contract. 5. The AMC & FMS Contract Period is from October 01, 2019 to June 30, 2022. The

same may be renewed on yearly basis after satisfactory report from IT Cell, Reserve Bank of

India, New Delhi 110001 and by written mutual consent of both parties under the same terms

and conditions. If the services rendered by the Vendor are not found satisfactory, the AMC &

FMS Contract shall not be renewed for the next year.

6. The Bank has a heterogeneous (make/model) set of Servers, Computers, Laptops,

Printers, Scanners etc as listed in Section VIII (the IT Assets) deployed at various locations/

properties of the Bank in Delhi/NCR as per Section IX. The Bank reserves the right to add or

withdraw the IT Assets as given in Section VIII and also to include or remove the location as

given in Section IX. The servers operate on SCO UNIX/ Windows 2008 R2/2012 R2 etc as

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operating systems. These IT assets shall be covered under comprehensive AMC & FMS

contract. The AMC shall include preventive maintenance, corrective maintenance,

replacement of parts, shifting of components, along with the services as contemplated in this

Contract document for IT assets which are not under warranty. Further, the FMS part shall

include the IT assets under Warranty also. In case of systems covered under warranty which

are not under the purview of AMC, the resident engineers shall identify and rectify the problem

without breach of warranty conditions. If required they shall escalate the service call to the

concerned vendor/OEM, note down the serial number/Inventory number, take up necessary

follow-up activities for the same and intimate the DIT officials regarding the call details.

7. The scope of preventive maintenance shall cover aspects related to hardware like

health check of HDDs, processors; power supplies (SMPS) etc. of all IT assets including those

under warranty. Preventive Maintenance activity shall also include updation of patches/service

packs, carrying out systems diagnostic test and taking remedial action, etc on all IT assets

including those under warranty. During the AMC & FMS period, the Vendor shall provide at

least one preventive maintenance schedule per quarter for all the IT assets. Further, the

Vendor shall arrange for regular monthly cleaning of all IT hardware using dry vacuum air

brush and soft muslin clothes.

8. The Vendor shall carry out corrective maintenance of all the IT assets under AMC &

FMS. This would cover identification of problem and its rectification including

installation/reinstallation of operating system, setup/configuration of printer,

reinstalling/installing application software either developed in-house or developed by the 3rd

party, printer drivers, anti-virus agent etc. In case of systems covered under warranty which

are not under the purview of AMC, the resident engineers shall identify and rectify the problem

without breach of warranty conditions. If required they shall escalate the service call to the

concerned vendor/OEM, note down the serial number/Inventory number, take up necessary

follow-up activities for the same and intimate the DIT officials regarding the call details. A

record of the same shall be maintained and produced to IT Cell.

9. The Vendor shall replace any worn out or defective part/component of all the IT assets

under AMC, at no extra cost to the Bank. In case of printers, all the components of the

equipment excluding Fuser Assembly and Printer / toner Heads shall be covered under this AMC contract and hence fall under the replaceable category. The Vendor shall replace all

defective parts except the consumables such as plastic casings, covers, ribbon, printer cartridge, Fuser assembly, toner cartridge and Laptop Batteries. Except the consumables

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parts as stated above, all other parts shall be inclusive in the AMC at the cost of the Vendor.

The consumables as stated above, shall be replaced, if required, at an additional cost to the

Bank at actuals on submission of proper bills by the Vendor.

10. In case of replacement of any of the parts or whole of the system under AMC, the

vendor shall be required to provide replacement with the same brand/model at no extra cost. If

the vendor is not able to maintain any equipment due to non-availability of components/parts,

the vendor shall upgrade the component(s)/part(s) at its own cost and responsibility in order to

make the equipment/s operational; or else, the vendor shall provide alternate/substitute

system/s of same or higher compatible configuration at its cost and responsibility till the above

components are repaired or replaced by the vendor.

11. The Vendor shall arrange for shifting of all IT assets/parts (both under AMC as well as

Warranty) from one place to other for carrying out the repair work or for relocation of the

system within Bank premises, from Bank to the Vendor’s place and vice versa or from one

premises of the Bank to another. The Bank shall install/ reinstall, configure the operating

system/software/ package whenever the need arises.

The Vendor shall ensure that malfunctioning of hardware, accessories, operating systems,

systems software (if any) is rectified within two hours of lodging the complaint by the Bank,

failing which the vendor shall provide, at its own cost, requisite hardware/software to ensure

business continuity.

A health card shall be maintained for all equipment covered under AMC & FMS. The Vendor

shall record therein each incident of equipment malfunction, date/ time of commencement of

downtime and successful completion of the repair/ maintenance work, nature of repair work

performed on the equipment together with a description of the malfunction and the cause

thereof. Details of preventive maintenance activity and call logged for under warranty IT assets

shall also be recorded.

12. The vendor shall have a Repair Centre at New Delhi/NCR equipped with adequate and

experienced technical staff and equipment for repair work so as to ensure at least 99% uptime

for the IT assets.

13. The Vendor shall be responsible for recovery of data, free of cost, in case of Hard Disk

crash of any computer systems/laptop under AMC.

42

14. The Vendor shall, upon direction of IT Cell officials, configure Outlook/KMT/install

application software / make Configuration changes / patch updation/ antivirus definition

updates etc. in the IT assets covered under AMC & FMS, free of cost.

15. The Vendor shall ensure that the repair and maintenance services/products do not violate

or infringe upon any patent, copyright, trade secret or other property right of any other

person or other entity. The Vendor shall indemnify the Bank from any claim or demand,

action or proceeding, directly or indirectly resulting from or arising out of any breach or

alleged breach of this warranty.

16. The Vendor shall maintain onsite inventory of computer hardware, peripherals and

components like Mouse (05 Nos.), Keyboard (05 Nos.), Hard disk (05 Nos.), DVD/CD-ROM

and other spare parts to ensure that the uptime of all systems as stated in para 12 is

maintained.

17. The Vendor shall arrange to deploy Four experienced, qualified & skilled technical staff

including a Team Leader in the Bank premises during working hours on all working days as

Resident Engineers (RE). The REs shall report to the Information Technology Cell of RBI

New Delhi on all working days during office hours. The normal working hours will be from

9.15 AM to 6.15 PM on all days except Sunday & Holiday. However, Bank may require the

services of the REs beyond working hours and on non-working days at no extra cost to the

Bank. Out of these four RE’s, at least two REs should have Bachelor’s Degree in Computer

Engineering and must have more than three years’ experience in hardware peripherals and

various operating systems. Other two engineers should be Degree/Diploma in Computer

Engineering with minimum two years’ relevant experience. The engineers posted should be

permanent employees of the Vendor in their regular pay roll. The team together shall be

responsible for AMC & FMS of IT assets. The Vendor shall also be required to train backup

personnel who are likely to be posted at the Bank’s site in the absence of the regular

resident engineers. All the REs should have good communication skill, positive attitude and

technical understanding. In case agreed number of resident engineers are not deployed

on any particular day a penalty as specified in para 35 would be deducted.

18. The Resident Engineers shall be provided with mobile phones by the Vendor.

19. The REs shall be provided with a photo Identity card by the Vendor which they should carry

during their working hours in the Bank. The Bank reserves the right to conduct independent

background checks on the Engineers posted at site.

43

20. All reasonable travelling expenses incurred by vendor/ resident engineers for the visits to

all the locations except at serial No. 1, as specified in Section IX shall be reimbursed on

actual basis by the Bank.

21. The Resident Engineers should not be changed at frequent intervals. In case of

unavoidable circumstances, the Vendor is required to give sufficient notice, at least one

month, to the Bank in this regard before replacing such a team member.

22. The Resident Engineers at Bank's location/s are governed by the codes and ethics of the

work place and shall be subjected to verification by the Security Personnel, Police or such

agencies deployed for the purpose.

23. The Vendor shall provide insurance cover to the RE’s deployed in the Bank as provided in

Para 26, Section V. The engineers or their legal heirs shall not claim any insurance/job

benefit from the Bank in case engineers suffer any loss or damage to their life or person or

property while working for the Bank under the contract.

24. The Vendor as well as the REs shall abide by the requirements of the Sexual Harassment

of Women (Prohibition, Prevention & Redressal) Act 2013.

25. The Vendor shall ensure compliance to all the obligations arising under the Contract

Labour (Regulations & Abolition) Act, 1970, Minimum Wages Act as applicable in Delhi/ NCR, Workmen’s Compensation Act, 1923, PF/ESI Act and other labour laws prevailing in

the country. In the event of any liability arising on account of any breach or non-compliance

of statutory requirements by the Vendor, the Bank shall have the right to reimburse itself by

way of adjustment from the Vendor’s pending bills or otherwise recover it through available

legal means, to the extent of the loss suffered by it as a consequence of the same.

26. The Vendor shall not disclose directly or indirectly any information, materials and details of

the Bank’s infrastructure/ systems/ equipments etc., which may come to the possession or

knowledge of the Vendor during the course of discharging its contractual obligations in

connection with the AMC & FMS agreement, to any third party and shall at all times hold

the same in strictest confidence. The Vendor shall treat the details of the contract as

private & confidential, except to the extent necessary to carry out the obligations under it or

to comply with applicable laws. The Vendor shall not publish, permit to be published, or

disclose any particulars of the works in any trade or technical paper or elsewhere without

the previous written consent of the Bank. The Vendor shall indemnify the Bank for any loss

suffered by the Bank as a result of disclosure of any confidential information. Failure to

observe the above shall be treated as breach of contract on the part of the Vendor and the

Bank shall be entitled to claim damages and pursue legal remedies. The Vendor shall take

all appropriate actions with respect to its employees to ensure that the obligations on non-

44

disclosure of confidential information under the agreement are fully satisfied. The Vendor’s

obligations with respect to non-disclosure and confidentiality will survive the expiry or

termination of this agreement for whatsoever reason. The Vendor and the REs shall also

adhere to the IS Policy guidelines of the Bank.

27. The Bank reserves the right to claim damages from the Vendor to the extent of loss

suffered by it on account of any omission or commission by the Vendor. The damage could

be to the equipment/property either covered or not covered under AMC & FMS.

28. The Vendor is required to sign an AMC & FMS agreement and the applicable stamp duty

shall be borne by the Vendor.

29. The Bank reserves the right to terminate the agreement, if the Vendor fails to carry out any

of its obligations/duties in terms of the agreement.

30. This Contract is not transferable and under no circumstance the Vendor shall be allowed to

sub-contract with any other person/party without prior approval from the Bank.

31. The selected bidder will be required to sign an AMC & FMS agreement and the applicable

stamp duty will be borne by the vendor. The AMC & FMS agreement will have to be

signed within seven days from the date of issue of order by the Bank. In case the Vendor is

not able to accept the contract after it is awarded or if they are not able to do the work after

accepting the contract, the Vendor shall be liable to pay the damages to the Bank including

the cost which the Bank will have to incur for getting such work done. The above act of

backing out would automatically debar the Vendor from any further dealing with the Bank

and the EMD/ security money shall also be forfeited.

32. The Vendor shall ensure that the malfunctioning hardware, accessories, operating

systems, systems software (if any) is rectified within two hours of lodging the complaint by

the Bank. lf the Vendor is not able to rectify the same by the stipulated time, they shall

provide, at their own cost, requisite hardware/ software to ensure business continuity.

33. The Vendor shall ensure 99% uptime of each of the IT assets covered under the AMC. lf

the Vendor does not maintain the uptime of the equipment, the penalty as per para 34 shall

be applicable

34. If the IT asset under AMC is not repaired or the problem is not rectified within 07 days of

registration of complaint a penalty of Rs.300/- for PCs & peripherals, Rs.500 for Laptops/

Notebooks and Rs.2000/- for servers per day, subject to a cap per complaint of Rs 3000/-

for peripherals and PCs; Rs. 5000 for Laptops/Notebooks and Rs 10000/- for servers shall

be imposed on the Vendor and the same shall be deducted from the quarterly dues of AMC

& FMS. Further, the Bank reserves the right to get such defective IT asset repaired from

third party vendor and the amount spent for such repair would be deducted from quarterly

AMC & FMS charges.

45

35. Penalty of Rs.1000/- per day shall be levied for the absence of each resident engineer and

shall deduct the same from quarterly AMC & FMS charges.

36. The Bank reserves the right to terminate the agreement if the Vendor fails to carry out any

of its obligations/duties in terms of the agreement, after giving a notice of 30 days. Further

the Vendor would be required to give a three month notice period if the Vendor due to

unavoidable circumstances needs to withdraw from the contract.

37. The Vendor is expected to reply to all queries/ complaints that may be raised by the Bank

from time to time. Evasive attitude by the Vendor shall subject the contract being

terminated without notice/ non-renewal of further contracts with the Vendor.

38. All legal suits, actions or proceedings relating to or arising out of the agreement shall be

subject to jurisdiction of the courts in Delhi only.

39. All disputes and differences of any kind whatever arising out of or in connection with the

contract or the carrying out of the works (whether during the progress of the works or within

12 months from the date of virtual completion of the AMC & FMS period or whether before

or within 12 months of the determination abandonment or breach of the contract shall be

referred to giving inter-alia full details of the matter under dispute like quantities, rates,

amount claimed & the reason thereto, and settled by the General Manager, IT Cell, New

Delhi, who shall state his decision in writing. Such decision may be in the form of a final

certificate or otherwise. The decision of the General Manager, IT Cell, New Delhi with

respect to any of the accepted matters shall be final and without appeal as stated in the

contract. But if either the Bank or the Vendor be dissatisfied with the decision of the

General Manager, IT Cell, New Delhi on any matter, question or disputes of any kind of the

accepted matter or as to the withholding by the General Manager, IT Cell, New Delhi of

any certificate to which the vendor may claim to be entitled, then and in any such case

either party (The Bank or the Vendor) may within 28 days after receiving notice of such

decision give a written notice to the other party through the General Manager, IT Cell, New

Delhi requiring that matter in dispute be arbitrated upon. Such written notice shall specify

the matters with full details & amount which are in dispute or difference of which such

written notice has been given and no other matter shall be and is hereby referred to the

Arbitration and final decision of an arbitrator to be agreed upon and appointed by the both

the parties.

If both the parties agree a single arbitrator would be appointed for the purpose. In case no

agreement could be reached on the appointment of single arbitrator, both the parties will

nominate one person each as an arbitrator on their behalf. The two arbitrators nominated

by the parties shall nominate one more person to act as third arbitrator or umpire.

46

The arbitrator or arbitrators, as the case may be, shall have power to open up, review and

revise any certificate, opinion, decision, requisition or notice, save in regard to the accepted

matters, referred to in the preceding clause and to determine all matters in dispute which

shall be submitted to arbitration and of which notice shall have been given as aforesaid.

The arbitrator or arbitrators, as the case may be, shall make his award within one year (or

such further extended time as may be decided by him or them as the case may be with the

consent of the parties) from the date of entering on the reference. In case during the

arbitration proceedings the parties mutually settle, compromise or compound their dispute

or difference, the reference to arbitration and the appointment of the Arbitrator shall

deemed to have been revoked and the arbitration proceedings shall stand withdrawn or

terminated with effect from the date on which the parties file a joint memorandum of

settlement or compromise thereof, with the arbitrator or the arbitrators as the case may be.

This submission shall be deemed to be a submission to arbitration within the meaning of

the Indian Arbitration Act, 1996 or any statutory modification thereof.

The award of the arbitrator or arbitrators, as the case may be, shall be final and binding on

the parties. It is agreed that that the Vendor shall not delay the carrying out the works by

reason of any such matter, question or dispute being referred to arbitration, but shall

proceed with the work with all due diligence and shall until the decision of the arbitrator or

arbitrators as the case may be, is given abide by the decision of the General Manager, IT

Cell, New Delhi and no award of the arbitrator or arbitrators, as the case may be, shall

relieve the Vendor of his obligations to adhere strictly to the General Manager, IT Cell, New

Delhi instructions with regard to the actual carrying out of the works. The Bank and the

Vendor hereby also agree that arbitration under this clause shall be a condition precedent

to any right of action under the contract.

40. The Bank shall have the right to inspect Vendor's site to assess infrastructure before awarding the Comprehensive Warranty and AMC & FMS and it-may reject the tender in the event of dissatisfaction of Vendor's infrastructure or otherwise. 41. This tender is not transferable and under no circumstance the successful bidder shall be allowed to sub-contract with any other person/party.

42. This office does not bind itself to accept the lowest tender, and reserves the right to reject any or all the tenders received without assigning any reason whatsoever or incomplete in any respect or the prescribed conditions are not fulfilled are liable to be rejected, Canvassing in any form by the tenderer will result in rejection of their tenders.

Vendor to Include in his Rates:

The Vendor shall include in his rates for all the items listed in this section.

1. The comprehensive Commercial Bid should include the prices are to be quoted in two parts. One for assets under AMC only. It shall be a value based on quoted percentage to the

47

total value of IT Assets under AMC (per annum) as per Section VIII. The second part shall consist of cost of 04 resident engineers who shall be posted at Reserve Bank of India, 6, Parliament Street, New Delhi 110001, to provide AMC & FMS support in respect of in respect of all the IT assets (including assets under Warranty) at all locations as per Section IX. The grand total of the two shall be the total tender cost. However, the Price quoted in respect of 04 Resident Engineers must not be less than the minimum wages as applicable in Delhi/ NCR. Further, it should take into account the requirements of other labour laws viz. PF/ ESI etc also. The bids quoting the cost of Resident Engineers which are less than the minimum wages/ PF/ ESI etc requirements, as stated above shall be rejected. It shall be applicable during the contract period and the renewal period, if any, subject to providing satisfactory services year on year to year basis. Annual increment on the rates decided shall be based on the indexation formula as given in Section X. Each Vendor can submit only one bid. Commercial Bid should not contain any conditions. 2. In the event of addition of machines under the scope of the AMC, the maintenance will be carried out by the Vendor for which the Vendor shall be eligible for consideration on a pro-rata basis. In the event of weeding out of older machines in the office, the same shall be removed from the contract and the rates shall be reduced accordingly on a pro-rata basis. The prices quoted are inclusive of all costs as specified in the scope of work below and are inclusive of all due taxes.

3. The prices quoted should be inclusive of all costs as specified in the scope of work below and should be inclusive of all due taxes.

4. The Payment towards AMC & FMS services as per agreement, will be made at quarterly

interval on receipt of the bill along with satisfactory report from Officials of IT Cell, RBI, New

Delhi after completion of the quarter.

I/We hereby declare that I/we have read and understood the above instructions for guidance of tenderers.

In witness whereof the parties hereto have executed this agreement on the above mentioned date

Place: Signature of Vendor Date: Name and address of the Vendor (with seal)

48

Section VIII

Part (a): List of IT Assets : Details of Computer Hardware items/ Peripherals to be covered under AMC & FMS

Sr Item Items for AMC & FMS Under AMC Under Warranty No. Amount No. Amount

Desktops

1 HP Elite 8300 237 ₹ 1,02,46,042.00 2 HP Pavilion 20A 240INAIO 8 ₹ 3,50,800.00 3 HP Compaq Elite Desk 800G1/G2

SFF 421 ₹ 2,18,70,345.00

4 HP AIO 8 ₹ 6,51,000.00 5 HP Pro Desktop 600 SFF G2 125 ₹ 60,37,500.00 6 HP Pro Desktop 600 SFF G3 55 ₹ 37,82,060.00 Total 666 ₹ 3,24,67,187.00 188 ₹ 1,04,70,560.00

Laptops 1 HP Probook 430 Notebook 27 ₹ 17,29,350.00 2 HP Probook 440 G2/G4 8 ₹ 5,04,000.00 37 ₹ 19,06,014.00 3 HP Pro X2 612G1 1 ₹ 89,775.00 4 DELL 7470 2 ₹ 1,62,502.00 5 DELL 7350 1 ₹ 74,712.00 6 Macbook Air 2 ₹ 1,55,800.00 3 ₹ 2,34,566.00 7 Apple iPad Pro 1 ₹ 84,100.00 1 ₹ 83,501.00 8 Apple iMac 1 ₹ 1,52,010.00 1 ₹ 1,47,488.00 9 Apple ipad Air 2 1 ₹ 58,765.00 1 ₹ 68,255.00

10 HP Pro X2 1012 G1/G2 7 ₹ 4,99,875.00 11 Microsoft Surface 1 ₹ 82,500.00 12 Microsoft Surface Pro 8 ₹ 11,84,130.00 13 HP Elitebook x360 2 ₹ 2,46,620.00 14 Lenovo Notebook Thinkpad L480 15 ₹ 11,84,130.00 15 HP Omen dc0084tx 1 ₹ 1,20,950.00 16 Dell Latitude 3490 10 ₹ 7,89,420.00 17 HP Pavillion x360 1 ₹ 82,573.00 18 Dell Latitude 5290 1 ₹ 1,47,972.00 Total 44 ₹ 30,11,014.00 89 ₹ 67,77,994.00

Printers 1 Epson LX300 DMP 2 ₹ 16,900.00 2 HP Pro 8600 30 ₹ 4,46,546.00 3 HP 1536dnf 13 ₹ 2,75,545.00 4 HP Pro 8600 Plus 1 ₹ 15,744.00 5 HP LJ 500C m551 1 ₹ 89,775.00

49

6 HP Pro 400 m401d 96 ₹ 21,37,330.00 7 HP LJ 1606dn 12 ₹ 1,75,350.00 8 HP Pro 400cm 451dne 1 ₹ 46,200.00 9 HP Officejet 7610 AIO 2 ₹ 52,290.00

10 HP Officejet Pro 8620 25 ₹ 5,88,625.00 11 HP LJ Pro m220dw 15 ₹ 2,15,145.00 12 HP LJ Pro 226dn 39 ₹ 8,64,780.00 13 HP 3545E AIO 1 ₹ 8,400.00 14 HP Laserjet 1 ₹ 17,000.00 15 HP LJ 226dw 36 ₹ 7,71,120.00 70 ₹ 15,66,117.00 16 HP LJ 276dw 3 ₹ 77,325.00 17 HP LJ 202dw 30 ₹ 4,06,077.00 18 HP Laserjet 1 ₹ 31,500.00 19 HP Officejet 8720 25 ₹ 5,42,720.00 Total 308 ₹ 62,04,152.00 96 ₹ 21,40,337.00 Scanners 1 HP Scanjet 8720 23 ₹ 9,36,423.00 2 HP Scanjet 7000 13 ₹ 7,55,001.00 3 Epson V33 3 ₹ 13,650.00 4 Fingerprint Scanner 3 ₹ 25,200.00 5 HP Scanjet 7500 Flatjet 25 ₹ 14,33,250.00 Total 42 ₹ 17,30,274.00 25 ₹ 14,33,250.00

Servers 1 HP ML370G4 Proliant 2 ₹ 5,37,006.00 2 IBM X3650 Series 2 ₹ 5,53,564.00 3 Dell Power Edge R710 2 ₹ 2,41,438.00 4 HCL Infinity Global Line 2701BC

Comrade 2 ₹ 3,85,688.00

5 Dell Power Edge R730 Server Intel Xeon 2 ₹ 7,27,650.00

6 Dell Power Vault MD3400 Storage 1 ₹ 5,30,615.00 7 HSM Cards PCI 7000 Ver. 5.0 2 ₹ 14,76,300.00 8 Luna Backup Remote HSM 1 ₹ 3,13,950.00 Total 14 ₹ 47,66,211.00 0 ₹ 0.00 TOTAL IT ASSETS 1074 ₹ 4,81,78,838.00 398 ₹ 2,08,22,141.00

Part (b): Details of Computer Software Sr. Description Sr. Description 1 Acrobat Reader 8 SQL 2 Akruti 9 Oracle 3 Foxpro 10 Oracle Developer 4 MS Office 7, 10, 13 & above (Including Outlook) 11 Oracle Server

50

5 MS Office 365 12 MQ series (Web Spare) 6 MS Visual Inter Dev 13 COBOL 7 Symantec Endpoint Protection 14 IE & Chrome

Part (c): Technical Support for Operating Systems / Application Packages 1 SCO Unix 5.0 & 6.0 Servers & above

2 Windows Server 2008 R2, 2012 R2 & above 3 Windows 7, 8.1, Windows 10 & above 4 OSS Package (Oracle based) 5 MQ Application support 6 KMT (SQL based) 7 CTL / BASIS (Novell based databases) 8 Issue legacy database (Cobol based)

Note: The Bank reserves the right to add / delete any IT Asset from above list.

51

Section IX

List of Properties of the Bank where AMC & FMS services shall be provided

1. Reserve Bank of India, 6, Parliament Street, New Delhi 110 001.

2. Reserve Bank Senior Officers’ Flats, Rabindra Nagar, New Delhi 110 003.

3. Reserve Bank Officers’ Quarters, Vasant Vihar, New Delhi 110 057.

4. Reserve Bank Officers’ Quarters, R. K. Puram, New Delhi 110 022.

5. Reserve Bank Staff Colony, Shalimar Bagh, New Delhi 110 088.

6. Reserve Bank Staff Colony, Sarojini Nagar, New Delhi 110 023.

The Bank reserves the right to add or delete sites from the above list.

52

Section X

Indexation formula for calculating the AMC & FMS Contract: The rates for AMC & FMS for subsequent years shall be calculated on the basis of indexation. The formula to be used for such indexation will be as follows: Resident Engineers (FMS) Charges A = B {15 + 85 x (CPIc /CPIp)} x 1/100

where

A = The Resident Engineers Charges for the current year. B = The Resident Engineers Charges for the previous year. AMC Charges C= D{15+45*(WPlcIWIPp) + 40*(CPlc/CPlp)} * 1/100 C = The AMC Charges for the current year. D = The AMC for the previous year. CPIc = Consumer Price Index (Statistical Data for Labour Bureau Website, GOI), generally based on index 6 months prior to the commencement date of contract for the current year.

CPIp = Consumer Price Index (Statistical Data for Labour Bureau Website, GOI), generally based on index 6 months prior to the commencement date of contract for the previous year.

WPIc = Wholesale Price Index (Statistical Data for Labour Bureau Website, GOI), generally based on index 6 months prior to the commencement date of contract for the current year. WPIp = Wholesale Price Index (Statistical Data for Labour Bureau Website, GOI), generally based on index 6 months prior to the commencement date of contract for the previous year.

53

Annex-I

Vendor Profile

Sr.No Items Details

1. Name of the Vendor

2. Address of the Registered Office Address Telephone Fax Email

(Details of rows 2 and 3 would be verifiable from vendor’s website. Appropriate link should be provided. If details cannot be verified from website, then appropriate proof should be provided.) 3. Address of the office at Delhi/ NCR Address

Telephone Fax Email

4. URL of Vendor’s website 5. Name and designation of the

authorized official responding to this request

6. Contact telephone, fax number and E-mail address of the authorized official

Mobile Phone Fax E-mail

7. Type of Vendor (Whether Private Ltd. or Public Ltd. Or LLP) Copy of Certificate of registration should be provided.

8. Details of applicable tax Registration numbers (PAN, TIN, GST etc.) Photocopy required

9. Financials:

2016-17 (Audited)

2017-18 (Audited)

2018-19 (Audited/ Unaudited)

i Net Profit:

ii Copies of Balance sheet &Profit and Loss A/c for the last three years to be enclosed

10. Full address of service Centre in Delhi/ NCR

54

11. Name of the Officer- in-charge of the Service Centre, Designation, Telephone No., Mobile No., Fax, E-mail

12. Are there any terms and Conditions stipulated by the Bank which cannot be adhered to by the vendor?

13. Whether the vendor has a Valid license issued under the Contract Labor Act, 1970? If yes, please attach a copy. If not, whether the vendor has been exempted and if so for what reason?

14. Whether there is legal action being taken against vendor for any cause in any legal jurisdiction?

15 Whether, the Vendor has been banned/ delisted by any Government/ Regulatory Authority/ Financial Institution/ etc. in last 03 years?

16. Whether, the Vendor has any Insolvency case pending against it?

17. Please give escalation matrix for problem resolution. The matrix should include a senior officer in the Head Office of the Vendor. Designation, phone no., fax no. and e-mail address of the officials mentioned in the escalation matrix

55

Annex-II

Compliance matrix

Eligibility Criteria

Please Note: Documentary evidence in each of the following points must be attached.

Sr No Terms and Conditions Compliance (Yes/No)

Deviation, if any

1. The Vendor should be a Company / LLP registered under Companies Act and should be engaged in the business of Solutions for AMC & FMS of IT Assets.

2 The Vendor should have a minimum turnover of Rs. 25.00 Lakh with net profit during each of the year 2016-17 (Audited), 2017-18 (Audited) & 2018-19 (Audited/ Unaudited). Copies of Balance Sheet duly certified by CA to be enclosed.

3 Vender should be in the business of maintenance of Computer Hardware, Software and associated Peripherals at least for the last 3 years (as on the date of uploading of e-tender on MSTC website) and should have executed one or more such assignment with value more than or equal to Rs. 10.00 lakh during each of the last 3 years. The details should be furnished in the Annex-V with the copy of Work orders.

4 The vendor should have provided AMC & FMS of IT Assets to at least one Financial Institution/Banks/Government Sector/PSUs during the last 02 years.

The details should be given in the Annex-V with a copy of Work orders.

5 The firm should have applicable tax registrations (PAN, TIN, GST, etc.) supported by documentary evidence.

6 The vendor should have an office and Service Centre in Delhi / NCR.

Details to be indicated in Annex IV

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7 The Vendor should have adequate technical staff in Delhi/ NCR with expertise (as provided in the terms & conditions), certifications for dealing in AMC & FMS of IT Assets.

Details to be indicated in Annex III

8 The vendor should have Service Centre at Delhi/ NCR equipped with adequate technical staff and equipment for repair work so as to ensure at least 99% uptime. Details of Service Centres should be indicated in Annex-IV.

9 Whether, the Vendor has been banned/ delisted by any Government/ Regulatory Authority/ Financial Institution/ etc. in last 03 years.

10 Whether, the Vendor has any Insolvency case pending against it.

11 All Other Conditions

• All documentary evidences are required to be submitted with Technical Bid i.e.

Tender Part – I.

Signature

Name :

Designation :

Place :

Date :

57

Annex–III

Details of Service Engineers

Sr. Engineer Name

Details of Educational qualification

Documentary evidence*

No of years With the Vendor

Documentary evidence*

* A copy of each of the Documentary evidence mentioned above should be attached with

Technical Bid Tender Part I.

58

Annex-IV

Details of the Service Centres in Delhi / NCR

Sr.

No

List of Service centers in Delhi/

NCR

Since when Service

center is operational

No of engineers at Service

center

Skill Sets of the

engineers

Experience Of the

Engineers

Remarks

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Annex-V

List of AMC & FMS Work Orders assigned to the vendor during the last three years.

(Copy of work orders to be enclosed)

Sr

No.

Name of work & location

Period Nature of work

involved in the

contract

Contact Official

details and Complete address of

Client

Contract amount

Completion period

Scheduled /Actual

Whether the work was left

incomplete or contract

was terminated from either side. If yes,

Give full details

Any other relevant

information including reason, if any, for delay in

completion of work

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Annex–VI

Undertaking/ Certificate of Indemnity

(To be submitted on the letterhead of the Vendor)

The Regional Director Reserve Bank of India 6, Parliament Street New Delhi 110 001

Dear Sir,

Annual Maintenance Contract (AMC) & Facility Management Service (FMS) for Computer Hardware, Software and Peripherals at Reserve Bank of India, New Delhi

In response to your captioned tender dated , we hereby certify having fulfilled all the eligibility criteria stipulated in it and

1. We accept all the terms and conditions for submitting quotation as mentioned in the said tender.

2. We hereby certify that no terms and conditions have been stipulated by us in the Commercial Bid.

3. We warrant that the provision/ repair and maintenance service/products to be sold do not violate or infringe upon any patent, copyright, trade secret or other property right of any other person or other entity. We agree that we shall indemnify (unlimited liability) the Bank from any claim or demand, action or proceeding, directly or indirectly resulting from or arising out of any breach or alleged breach of this warranty.

4. We shall adhere to IS Policy guidelines of the Bank.

5. We shall abide by the requirements of the Sexual Harassment of Women (Prohibition, Prevention & Redressal) Act 2013.

6. We shall ensure compliance to all the obligations arising under the Contract Labour (Regulations & Abolition) Act, 1970, Minimum Wages Act as applicable in Delhi/ NCR, Workmen’s Compensation Act, 1923, PF/ESI Act and other labour laws prevailing in the country. Yours faithfully,

Signature

Name : Designation : Place : Date :

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Annex -VII

Proforma of Bank Guarantee for Security Deposit

(To be submitted on Non-judicial stamp paper of appropriate value purchased in the name of the issuing bank) No. _____________ Date ___________ To: The Regional Director IT Cell Reserve Bank of India New Delhi Dear Sir/Madam, In consideration of your agreeing to accept the security deposit of INR ____ (INR ___ only) furnishable to you by Messrs ________ (hereinafter referred to as “the Vendor”) in terms of their contract with you for “Annual Maintenance Contract (AMC) & Facility Management Service (FMS) for Computer Hardware, Software and Peripherals at Reserve Bank of India, New Delhi” as per their Tender dated ____ and your Special Conditions of Contract and other tender documents relating thereto subject to the conditions and alterations mutually agreed upon the set forth or referred to in your Contract dated _____ in the form of guarantee from us in the manner hereinafter contained, we ____ (Name of the Bank) do hereby covenant and agree with you as follows :

1. We undertake to indemnify you and keep you indemnified from time to time to

the extent of INR ___ INR(_____ only) against any loss or damage caused to or suffered by or that may be caused to or suffered by you by reason of any breach or breaches on the part of the Vendor of any of the terms and conditions contained in the said Contract and in the event of the Vendor making any default or default in carrying out any of the work under the said Contract or otherwise in the observance and performance of any of the terms and conditions relating thereto in accordance with the true intent and meaning thereof, we shall forthwith on demand pay to you such sum or sums not exceeding in total the said sum of INR _____ ( INR_______ only) as may be claimed by you as your losses and/or damages, costs, charges or expenses by reason of such default on the part of the Vendor.

2. Notwithstanding anything to the contrary, your decision as to whether the Vendor has made any such default or defaults and the amount or amounts to which you are entitled by reasons thereof will be binding on us and we shall not be entitled to ask you to establish your claim or claims under this Guarantee but will pay the same forthwith on your demand without any protest or demur.

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3. This guarantee shall continue and hold good until it is released by you on the application by the Vendor after expiry of the relative guarantee period of the said Contract and after the vendor had discharged all his obligations under the said Contract and produced a certificate of due completion of the work under the said contract and submitted a “No Demand Certificate”, provided always that this guarantee shall in no event remain in force after the day of ________ without prejudice to your claim or claims arisen and demanded from or otherwise notified to us in writing before the expiry of six months from the said date which will be enforceable against us notwithstanding that the same is or are enforced after the said date.

4. Should it be necessary to extend this guarantee on account of any reason whatsoever, we undertake to extend the period of this Guarantee on your request till such time as may be required by you. Your decision in this respect shall be final and binding on us.

5. You will have the fullest liberty without effecting this guarantee from time to time to vary any of the terms and conditions of the said contract or extend the time of performance of the Vendor or to postpone for any time or from time to time any of your rights or powers against the Vendor and either to enforce or forbear to enforce any of the terms and conditions of the said Contract and we shall not be released from our liability under this guarantee by the exercise of your liberty with reference to matters aforesaid or by reason of any time being given to the Vendor or any other forbearance, act or omission on your part or any indulgence by you to the Vendor or by any variation or modification of the said contract or any other act, matter or things whatsoever, which under the law relating to sureties would but for the provisions hereof have the effect of so releasing us from our liability hereunder provided always that nothing herein contained will enlarge our liability hereunder beyond the limit of INR ________ (INR _______ only) as aforesaid.

6. This guarantee shall not in any way be affected by your taking or varying or giving up any securities from the Vendor or any other person, firm or Vendor on its behalf or by the winding up, dissolution, insolvency or death as the case may be, of the Vendor.

7. In order to give full effect to the guarantee herein contained you shall be entitled to act as if we were your principal debtors in respect of all your claims against the Vendor hereby guaranteed by us as aforesaid and we hereby expressly waive all our rights of surety-ship and other rights, if any, which are in any way inconsistent with any of the provisions of this guarantee.

8. Subject to the maximum limit of our liability as aforesaid, this guarantee will cover all your claim or claims against the Vendor from time to time arising out of or in relation to the said contract and in respect of which your claim in writing is lodged on us before expiry of six months from the date of expiry of this guarantee.

9. Any notice by way of demand or otherwise hereunder may be sent by special courier, telex, fax or registered post to our local address as aforesaid and if sent by post, it shall be deemed to have been given when the same has been posted.

10. This guarantee and the powers and provisions herein contained are in addition to and not by way of limitation of or substitution for any other guarantee or guarantees heretofore given to you by us (whether jointly with

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others or alone) and now existing uncancelled and that this guarantee is not intended to and shall not revoke or limit such guarantee or guarantees.

11. This guarantee shall not be affected by any change in the constitution of the vendor or us nor shall it be affected by any change in your constitution or by any amalgamation or absorption thereof or therewith but will ensure to the benefit of and be available to and enforceable by the absorbing or amalgamated Vendor or concern.

12. Any forbearance, act or omission on the part of the Bank in enforcing any of the conditions of the said tender or showing of any indulgence by the Bank to the Tenderer shall not discharge the Surety in any way and the obligations of the Surety under this guarantee shall be discharged only on the intimation thereof being given to the Surety by the Bank.

13. This guarantee is irrevocable during the period of its currency and shall not be revoked without your previous consent in writing.

14. We further agree and undertake to pay you without demur the amount demanded by you in writing notwithstanding any difference or dispute or controversy that may exist or arise between you and vendor or any other person.

15. Notwithstanding anything contained herein above our liability under this guarantee is restricted to INR _____(INR _______only). Unless a written claim is lodged on us for payment under this guarantee within six months from the date of expiry, including extensions if any, of this guarantee all your rights under the guarantee shall be forfeited and we shall be deemed to have been released and discharged from all liabilities thereunder, irrespective of whether or not the original guarantee is returned to us.

16. We have power to issue this guarantee in your favour under the Memorandum and Articles of Association of our Bank and the undersigned has full power to execute this Guarantee under the Power of Attorney granted to him by the Bank.

SIGNED AND DELIVERED (For & on behalf of the above named Bank)

For & on behalf of (Banker’s Name & Seal)

BRANCH MANAGER (Banker’s Seal) Address _______________

Annex VIII

Preamble to Part-II tender & BOQ

“Annual Maintenance Contract (AMC) & Facility Management Service (FMS) for Computer Hardware, Software and Peripherals at Reserve Bank of India, New Delhi”

Preamble to Part-II

(i) Hindrance register shall be maintained at site by the vendor and same

shall be certified from the Official of IT Cell, RBI, New Delhi from time to

time.

(ii) The quantity shown in list of IT Assets are indicative only. The final

payment shall be made on the basis of actual requirements of work done

at site.

(iii) Vendor are advised to visit the site before quoting their rates.

(iv) The quoted rates shall be inclusive of all taxes as applicable.

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Part II – Price Bid

Cost of the Work i. e. “Annual Maintenance Contract (AMC) & Facility Management Service (FMS) for Computer Hardware, Software and Peripherals at Reserve Bank of India, New Delhi”

S. No.

Description of Cost of AMC &

FMS

Qty. Unit Rate Amount (INR) *

1 AMC Cost (as percentage value to the total value of assets

under AMC i.e. 1074 assets of Value Rs.

4,81,78,838.00 as per Section VIII)

Rs. 48178838.00

Percentage

Not

Applicable

2 FMS Cost of 04 Resident Engineers (FMS support to all IT assets as per Section VIII i.e. 1472 assets including 398 assets under warranty)

04

Nos.

Total Amount (INR)

*Inclusive of all taxes

Place: Signature of Vendor

Date: Name and address of the Vendor (with seal)