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VADODARA SMART CITY DEVELOPMENT

LIMITED

TENDER DOCUMENT

FOR

Call Center Management of VSCDL/VMC

General Manager (IT) Record Branch

Vadodara Smart City Development Limited Khanderao Market Bldg., Palace Road

Vadodara - 390 001.

Tender No. 673/18-19

The information provided by the bidders in response to this Tender Document will

become the property of VSCDL and will not be returned. VSCDL reserves the right to amend, rescind or reissue this Tender Document and all amendments will be advised to the bidders and such amendments will be binding on them. This document is prepared

by VSCDL. It should not be reused or copied or used either partially or fully in any form.

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

Seal of Bidder Signature of Bidder

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TABLE OF CONTENT

1 : Bid Invitation Notice

2 : Preliminary Definitions

3 : Instruction to Bidder

3 : Scope of Work

4 : Prequalification criteria and Bid Evaluation

5 : General Terms & Conditions

6 : Payment

7 : Force Majeure

8 : Miscellaneous

9 : Delays in the Bidder’s Performance

10 : Inspection & Test

11 : How to quote the Tender

12 : Annexure – A (Format for letter of Authorization)

13 : Annexure – B (Format for Anti Blacklisting Certificate)

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Bid Invitation Notice

Sealed and super scribed tenders are invited from national recognized agency working with

either state or central government or semi-government worth sound technical and financial

capabilities and processing the required equipments for the below mentioned work. The firm

must be well established since last five years in the same field.

Important Information for Bidder

1

Name of Work Tender for Call Center Management of VSCDL

/VMC

2 Bid Type Two Bid (Technical and Financial)

3 Tender Fee (Non-Refundable)

Tender Fee of INR 3,000/- (Rupees Three Thousand) plus GST @18% by Demand Draft only

4 Tender Issue Start from 30/11/2018

5 Last Date for Submission On or Before 10/12/2018 up to 16:00 Hrs.

6

Earnest Money Deposit (EMD)

EMD of INR 186920/- (Rupees One Lakh Eighty

six thousand nine hundred twenty only) shall be either in form of Demand Draft in favour of “Vadodara Smart City Development Limited”

from any nationalized/scheduled banks, payable at Vadodara

OR Bank Guarantee issued by Nationalized Bank including IDBI Bank/Private Banks – Axis Bank,

HDFC Bank and ICICI Bank along with banks mentioned in the GR of Finance Department of

Government of Gujarat (GR No: EMD/10/ 2015/508/DMO dated 27.04.2016) only in favour of “CEO, Vadodara Smart City

Development Limited”.

7 Tender Validity 180 Days

8 Opening of Technical Bid On 10/12/2018 at 16:00 Hrs.

9

Submission of Tender Fee, EMD and Technical Bid

In seal Should be superscripted on envelope the

name of work and strictly by RPAD/Speed Post/ Courier/ Hand delivery before 10/12/2018 up to 16:00 Hrs. to General Manager (IT), Record

Branch, Khanderao Market Bldg., Palace Road, Vadodara-390001

Conditional tenders are liable to be rejected. The CEO, VSCDL, Vadodara reserves the

right to reject any one or all tenders without assigning any reason thereof.

General Manager (IT) VSCDL, Vadodara.

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PRELIMINARY DEFINITIONS

1 "Act" means Gujarat Provincial Municipal Corporation Act, 1947.

2 "Tender Document" shall mean this Tender Document and shall include Introduction, Invitation for Bids, Instructions to Bidders, Scope of Work, Technical Requirements Specifications, Functional Requirements

Specifications and the terms and conditions and Schedules, Annexure or addendum hereto, as may be amended from time to time.

3 “Bidder” means Bidder /Consortium partner, in relation responding to this

tender.

4 “PROPOSAL” shall mean Request for Tenders.

5 “Maintenance” shall mean and include ongoing production support and

small software modifications, bug fixing, enhancements, online and onsite help, support services and adaptation to changed environments.

6 “Data” shall mean the information in relation to the VSCDL made available

to the Bidder for the project.

7 “Contract” shall mean the agreement to be entered into between VSCDL

and the successful Bidder.

8 “Bid Document” shall mean the document submitted by the Bidder, pursuant to understanding and agreeing with the terms and conditions set

out in this Tender Document.

9 “Authorized Representative” shall mean any person/agency authorized

by either of the parties.

10 “Rates/Prices” means prices of supply of equipment and services quoted

by the bidder in the Commercial Bid submitted by him and/or mentioned in the contract.

11 “Services” means the work to be performed by the implementation partner

pursuant to this contract, as detailed in the scope of work.

12 “Site” shall mean the location(s) for which the contract has been issued and

where the service shall be provided as per agreement.

13 “VMC” means VADODARA MUNICIPAL CORPORATION including all the related departments/branches availing the service from the Bidder.

14 “VSCDL” means VADODARA SMART CITY DEVELOPMENT LIMITED including all the related departments/branches availing the service from the Bidder.

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INSTRUCTIONS TO BIDDERS

1 Bidders wishes to participate in this tender will have to register on website

https://www.nprocure.com

2 Digital Certificate: Bidders who wish to participate in on line tenders will have to procure /should have legally valid digital Certificate as per Information Technology

Act 2000 using which they can sign their Electronics bids. Bidders can procure the same from any of the license certifying Authority of India or can contact (n) code solutions a Division of GNFC Ltd., who are the licensed Certifying Authority by

Govt. of India.

3 All bidders should be Digitally Signed, for details regarding digital signature certificate and related training involved the below mentioned address should be

contacted: (n)code solutions

A division of GNFC 301, GNFC Infotower, Bodakdev, Ahmedabad - 380 054 (India)

Tel: +91 26857316/17/18 Fax: +91 79 26857321 E-mail: nprocure@gnvfc.net

Mobile: 9327084190, 9898589652 4 The tender document can be downloaded from websitewww.nprocure.com.

5 Bidders who already have a valid Digital certificate need not procure a new digital certificate.

6 Bidders can prepare & edit their offers numbers of items before tender submission

date & time. After tender submission date & time, bidder cannot edit their offer submitted in any case. No written or online request in this regard shall be granted.

7 Bidder shall submit their offer i.e. Commercial Bid in Electronic format on above mentioned website & Date shown above after digitally signing the same.

8 Rates submitted without digitally signed will not be accepted.

9 Rates in physical form will not be accepted in any case.

10 Bidders are advised to study the RFP document carefully before participating. It shall be deemed that the bidder has submitted his bid after their careful study and examination of the RFP document with full understanding of all the clauses in

the entire body of the RFP and its implications. Bidders are also recommended to visit VSCDL and understand the requirements to allow them to propose the best

fit solution.

11 Bids are to be submitted as per enclosed format only. Attach the certificates, brochures & other documents asked for in the RFP document. Provide additional

supportive documents, wherever necessary.

12 This RFP document is non-transferable.

13 VSCDL shall not be responsible for any postal delay about non receipt / non delivery of the documents.

14 The Bidder shall bear all costs associated with the preparation and submission of

its bid and VSCDL shall in no event or circumstance be held responsible or liable for these costs, regardless of the conductor outcome of the bidding process.

15 VSCDL shall make efforts to respond to any request for clarification of the RFP

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document in the pre bid meeting on the date, time and venue mentioned in the datasheet. Such response/clarification shall be to the extent possible be made in

writing. The bidders would be required to submit their queries to VSCDL in writing atleast by the date and time mentioned in the data sheet. Queries not submitted

within this deadline may not be taken up at the Pre Bid Meeting.

The queries must be submitted on the company letter head and in the following

format. The queries must be sent either through Post, Courier, in Person or scanned copy attached in email. Query sent through email should be brought in

original during Pre bid meeting.

Sr. No.

RFP Section No.

RFP Clause No.

Reference/Subject Clarification

Sought

The queries not adhering to the above mentioned format shall not be responded to.

16 At any time before the deadline for submission of bids, VSCDL may, for any reason, whether at its own initiative or in response to a clarification requested by a prospective Bidder, modify the Tender Document by amending, modifying

and/or supplementing the same and the document shall be available on the internet. It is the responsibility of the bidders to look for the same.

In the event of any amendment, VSCDL reserves the right to extend the deadline

for the submission of the bids, in order to allow prospective Bidders reasonable

time in which to take the amendment in to account while preparing their bids.

17 The Bidder shall quote price in clear terms. Breakup should abide by the Format for Commercial Bid. The rates quoted should be inclusive of GST and all other taxes. All prices shall be for delivery of services at VSCDL’s premises up to the

satisfaction of VSCDL or their representatives (if any).

18 The Commercial Bids should strictly conform to the formats to enable evaluation of bids and special care may be taken that the bid shaving any hidden costs or conditional costs will be liable for rejection.

The price components furnished by the Bidder will be solely for the purpose of facilitating the comparison of bids by VSCDL and will not in any way limit VSCDL’s

right to contract on any of the terms offered.

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Technical Specifications for Scope of Work:

Scope of the tender:

The scope of work for the assignment is as given below:

1. A customer care cum call centre is being setup at the bidder premises (in future it

may be shifted to City Command & Contral Centre (CCC), Badamdi baug) on 24X7

basis. In the first instance, a ten-seat counter for customer care centre has been

proposed to be setup to attend to the calls and requirements of the consumers and

other public. 2. The scope of this tender is to provide the manpower to attend & respond call on

24X7, software development with auto escalation, day to day management, new development, regular updation etc.

3. The Call center should be in Vadodara only. Selected bidder have to make the call center in Vadodara city only.

4. Study and manage of the software, Hardware as par scope.

5. The bidder should provide 10 (ten) or more than 10 Nos. of call center agent, 1

(one) No. of Supervisor and 2 (two) Nos. of Software Developer.

6. Software of complaint registration under bidder’s scope.

7. The Software developer should develop Complaint Management System, VSCDL

Portal system, Mobile application for Complaint management and new requirement.

8. The Software should be integrated with (1) Swachhata Application of Government of India (2) CM Dashboard (3) Whats App, (4) other Social Media, (5) SMS and (6)

Mobile Application or similar type of application.

9. Follow the Citizen charter for complaint module

10. Study of the existing back-end processes in providing the citizen/business/

government various services/facilities

11. Auto Escalation, Updation as trasfered by departments of VSCDL.

12. A web based interface that the citizen will use to apply for and get delivered the various municipal services.

13. Design, Development, Implementation, Maintenance, operations including Manpower at VSCDL & Training for new Application Software web enable application Software for Municipal Corporation.

14. Analysis, Design, Development, Testing, Implementation, Support and Maintenance of Enterprise Wide IT Application and operation there off till the completion of the project.

15. Impart training of the operation and providing technical support of the developed software to the VSCDL/VMC staff.

16. To incorporate the amendments/corrections into the application software suggested

by the VSCDL/VMC. 17. The tenderer must possess a license under the contract (Regulation & Abolition) Act

1973 to provide manpower. The Tenderer shall be responsible for compliance of all

labour laws in respect of manpower provided and any other which may be applicable including payment of taxes etc.

18. The Vendor preferably has worked in both English & Gujarati Data

computerization/software development for any such Municipal Corporation in Vadodara.

VSCDL/VMC Requirements

The scope of work in the project assignment will be, Preparation of System Requirement

Specifications (SRS) for application areas to be covered under the project and get it approved. Complete the Development & Implementation of the new system

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Scope of Services

1) System Requirement Study

The Bidder shall study and review the objectives, business needs, and business

processes of VSCDL/VMC and define the user requirement in detail.

Familiarization

The Bidder shall carry out detailed discussions with the VSCDL/VMC and understand

the existing Systems and Procedures, hierarchy of data and document flow, authorization procedures etc. in the application areas. In this phase, the Bidder is supposed to prepare the Users' Requirements Specifications and get it approved from

VSCDL/VMC.

Formulation of EIS and MIS Model

On the basis of the above, the need for the Executive and Management Information

Systems required at various levels in VSCDL/VMC shall be identified and documented by the Bidder in the form of a comprehensive report.

At the end of this phase when the URS, SRS and EIS-MIS requirements have been crystallized, the Bidder shall formulate and submit a Detailed Project Plan.

Deliverables: (a) User's Requirement Specifications (b) Re-engineering

Requirement Document (c) System Requirement Specifications documents (d) EIS and MIS Requirement document (e) Detailed Project Plan

2) System Design

Based on the system requirements, the Bidder shall carry out the design of the

system including the system architecture, system input design, system output design, network design, data design, and program design.

Information Requirement Study

The emphasis during this stage of the study shall be on:

Identification of the source of data Identification of the nature and function of the data and their possible inter-

Linkages

Identification of the use of data with respect to its usage in information generation / EIS-MIS requirements

Assessment of the Information Flow across various Service Execution Functions and Departments & Branches at different locations and thereby arriving at the internal

and external Interface Requirements.

Information Analysis and Functional Specifications

The Bidder shall analyze the information requirements at various levels of the VSCDL

keeping in mind future information requirement for each functional area with an overall objective of fulfilling the EIS-MIS requirements. The Bidder shall document the information requirements in the form of Functional Specifications Document.

Techno-commercial evaluation of the technological options:

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During this stage of the study, the emphasis would be on identification, techno-

economic evaluation and short-listing of suitable Technological Options for Integrated IT Solution, which would bring out the following:

Capacity planning and forming specifications for Hardware. Optimum design of the network, based on Data Communication and Networking

Requirements. The network design shall adequately address the issues like optimum latency, elimination of reentry of data, scalability (both scaling up and

scaling out), geographical redundancy of data etc. Intermediate submission: Comprehensive Document on the Techno-

commercial evaluation of various options to enable VSCDL/VMC to select the best.

Implementation Strategy

Bidder shall formulate the Implementation Strategy for the entire Solution envisaged and designed by this time. This shall necessarily address issues like Data Migration,

Conversion of existing Applications and Existing Data and Inter-Linkages. This would also cover the important issue of the Investment Plan for the Hardware, System

Software and Application Software. Deliverables: (a) System Design Document (b) Updated Project Plan

3) Build & Testing After the design activities, the Bidder shall have to do the required coding and testing

of the software, which delivers the user requirements as per the System Requirement Specifications document.

Software Design

The Software Design should be done strictly on the basis of the Functional specifications Document that is duly approved by VSCDL/VMC. The following activities shall be performed during this stage:

Micro level detailing of Functional Specifications

Plans for testing of Unit Modules. Intermediate submission: Software Design Document

Software Development

The software development should be done strictly on the basis of the Software Design Document, which is duly approved, by VSCDL/Municipal Corporation. The

major activities involved at this stage are as follows:

Coding of Programs Unit Level Testing / Debugging of Programs.

Unit level testing / debugging of the programs should be carried out for each program, by various people within the development group.

Performance of the system should reveal the following:

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Domain and Referential Integrity should be maintained while adding, deleting

and modifying the record. Field validation while entering the data.

Record validation while adding, modifying and deleting the record. Geographical redundancy of all important data by way of online/offline mirroring

or any other suitable technological option making the best advantageous use of

available Govt. infrastructure. Avoidance of duplication of data entry efforts throughout the network.

Addition, modification and retrieval of the record within reasonable time. Auto code and Online Help by Pop-Up menu. Security on Object and on Subject.

User approval/satisfaction certificate must require after implementation of software program successfully.

Minimum three level security viz. access to the database, operation on record, process the database.

Database of one office/wing should be compatible with the other.

Audit trails for each operation. Options for cascade deleting. Reports on screen and on various types of printers in printable format.

Query based reports Web solution for selected/relevant modules

The software developed should:

Ensure that the information flow is business driven Reduce the manual efforts to the maximum extent for all business activities.

Ensure on-line validation of data Ensure adequate control through Corporate Accounts on Operations Ensure ease and timeliness in compiling the EIS-MIS reports

Act as an effective tool in decision support Enable generation of accounting entries automatically

Enable generation of reports on ad-hoc queries Provide audit control check points within and across module Provide compatibility with emerging IT environment in VSCDL/VMC & Govt. of

Gujarat.

Management Information System This system should provide online MIS, which is derived from the compiled data,

retrieved from various base systems, which are discussed above.

Bidder should generate the Operational and Accounting based MIS required by various operational staff and executives of the VSCDL/VMC. The MIS should:

Provide assistance in decision making Provide assistance in exercising control over actual performance against

corporate plans and budget and facilitate resource leveling.

The proposed system shall have in-built necessary accounting and operational

controls to facilitate internal audit / appraisal functions. The system should ensure that routine checks of internal audit requirements are minimized and support more of

operational and management reviews. In effect, the system should support the appraisal functions.

The application software should therefore encompass the internal controls, audit trails and provisions for statutory compliance.

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Deliverables: (a) Modules (b) Unit Test results (c) Integration Test Plan

4) Integration

After the successful development and testing of module, the module will have to be integrated into a unified system. The system suggested by VSCDL/VMC.

Deliverables: (a) Integration Test results (b) User Acceptance Test Plan

5) User Acceptance Testing

On completion of the development and testing of the fully integrated system by the Bidder, the users of the system as per the acceptance criteria (based on the latest

state-of-the-art technological norms) will test the system. The Bidder shall conduct the User Acceptance Testing in co-ordination with the users.

Testing and Installation of the Software

The test plan should address at least following issues: System functionality

Accuracy of the system Response time of the system Data capture

Menu, screen and other navigation Abnormal usage and system response.

Validation, security and authorization Integration

The major activities involved at this stage of the assignment are as follows:

Testing and debugging of programs Module testing Develop test data along with expected outputs.

Integrated testing with the prepared data Installation of the software at all the offices.

Acceptance Testing of the Software

Before commencing the important activities of User training, data entry and implementation, Bidder shall conduct a comprehensive System Testing on installed

software for its functional completeness and implement ability in consultation with VSCDL/VMC.

Deliverable: (a) User Acceptance Test report (b) Training Plan (c) User Manual & Technical manual

6) Implementation The Bidder shall deliver, install and complete the transition from the existing manual systems to the new integrated system. The Bidder shall provide assistance to the

acceptance testing of proposed solution, which will be controlled by the functional requirement as specified by VSCDL/VMC.

Implementation Support

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The Bidder shall have to provide implementation support for a period of 12 calendar months after formal handover of the accepted software, for the respective system.

This implementation support shall necessarily comprise of:

Operating of the systems & Maintenance Support.

Critical Deliverables

Following deliverables shall be considered be Critical Deliverables.

1) User's Requirement Specifications

2) System Requirement Specification documents

3) Intermediate submission for comprehensive Document on the Techno-commercial evaluation of various options to enable VSCDL/VMC to select the best

4) Information System Strategy Plan

5) Software Design Document

6) User Acceptance Test Plan

7) User Acceptance Test Report

8) Implementation Plan

8) Maintenance & Warranty

The Bidder shall provide a full support for one year after the acceptance by

VSCDL/VMC for its smooth and efficient functioning. The Bidder shall agree to provide preventive and emergency maintenance for the systems & project for a minimum of

1 year (i.e. 2nd year, after 1 year successfully completion of contract) subsequent to the contract period on the basis of mutual agreement. The Bidder may be required to enter into a further contract for maintenance of the implemented systems.

Software Contract support

1) Bidder shall continuously strive for improvement in package during the contract

period. In the event of any problems in the software, the Bidder will be entirely responsible to analyze and rectify the problems immediately for which no extra charges shall be paid. During this contract period, Bidder shall also submit a

weekly log report depicting the module wise changes made in the software with reasons thereof.

2) During the contract period, upgrading of the system and implemented by the Bidder with the latest versions of System Software available in the market, shall be the responsibility of the Bidder. Such upgrading shall be at no extra charge to

VSCDL/VMC.

3) The Bidder shall provide free software maintenance services during the period of

contract, for the respective system. This will include fixing of any bugs & errors and also making minor modifications as required by VSCDL/VMC.

4) The maximum response time to attend the complaint from VSCDL/VMC (i.e. time

required for Bidder’s software/system engineer to report at the location where the installed & implemented software is not working as per requirement) shall not

exceed four hours. For any delay in response time to attend the complaint, VSCDL

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shall charge a penalty of ` 500 per day as penalty. The amount of penalty will be

recovered from the subsequent payment or Security during contract period.

5) On failure of identification & fixing the bugs/errors/problems within 12 hours of

reporting of the same, VSCDL shall charge a penalty of ` 500 per day as penalty.

The amount of penalty will be recovered from the subsequent payment or

Performance Security during contract period.

6) If module of developed software gives continuous trouble and runtime or logical

errors, during the contract period, the Bidder shall rectify the problems without any additional cost to the VSCDL.

9) Back-up management & strategy:

It will be the sole responsibility of Bidder to manage and maintain the BACKUP

of all necessary DATA/Information of VSCDL in the Application Softwares.

Bidder will have to implement necessary Backup Plan/Policy using existing

infrastructure of VSCDL/VMC. Bidder, if feels, may use its own Infrastructure

facility for the ease of their operation with prior written permission from

VSCDL/VMC.

The backup of necessary data/information will be decided by VSCDL/VMC. The

backup schedule like daily, weekly, monthly shall be designed and implemented

by Bidder. This will be the part of entire scope for management and

maintenance of Application Softwares.

Bidder will also be responsible to write the backup Data DVD / Data

Cartridge/external hard drive and the same to be submitted to VSCDL/VMC on

monthly basis as per backup plan/Policy provided by them.

VSCDL/VMC will ensure that Data Backup is as per their requirement and

correct.

10) Source Code:

Periodically the bidder has to provide Source Code in DVD or Pen drive to VSCDL/VMC.

To assess the functional user requirements and to detail the scope of the work shall be the primary responsibility of the Bidder.

The Bidder is expected to develop all application software concurrently. However, if the Bidder chooses, at its discretion and with prior consent of VSCDL, to phase out

the development, timely completion of the integrated solution and integration of such phased development of software with other modules to the satisfaction of VSCDL

shall be the responsibility of the Bidder. Also, VSCDL will not entertain any request from Bidder to modify schedule of payment.

The successful bidder, who is assigned the work, will have to hand over the source codes to VSCDL/VMC after its initial implementation and during contract period on its

updation/changes. Also, the final & last source codes will have to be handed over to VSCDL/VMC, immediately after completion of the contract period. To assess the functional user requirements and to detail the scope of the work shall be the primary

responsibility of the Bidder.

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Prequalification Criteria and Bid Evaluation

1. VSCDL shall evaluate and compare the bids determined to be substantially

responsive.

2. Bidder is one who has responded to the PROPOSAL for Call Center Management. The Bidder shall duly fill in all the information specified in the

pre-qualification criteria specified in herein below. In the event of any additional information required by the VSCDL other than that specified in the

pre-qualification criteria, the Bidder to the VSCDL shall duly submit such information in the prescribed time. It shall be expressly agreed herein by the bidder that he has read and understood the complete Tender Document and

other documents / requirements and shall comply with the same.

3. Prior to the detailed evaluation of the Technical Bids, VSCDL shall determine

whether each bid is

a) complete b) is accompanied by the required information and documents and

c) is substantially responsive to the requirements set forth in the Proposal.

4. A substantially responsive Bid is one, which conforms to the requirements,

terms & conditions and specifications of the Proposal without material

deviation. A material deviation is one which affects in any substantial way the

functionality, scope, quality, or performance of the deliverables, or which limits in any substantial way, inconsistent with the Proposal, VSCDL’s rights or

the Bidder's obligations for, performance of the Project and the rectification of which deviation would affect unfairly the competitive position of other Bidders

presenting substantially responsive Bids.

5. In order to reach such a determination, VSCDL will examine the information supplied by the Bidders, and shall evaluate the same as per the evaluation

criteria specified in this Proposal. VSCDL’s evaluation in this regard shall be final and binding on the Bidder.

6. Any effort made by the Bidder to influence the VSCDL/VMC in the evaluation/ contract award decision, may result in the rejection of the Bidder’s bid.

7. During evaluation of bids, VSCDL may, at its discretion, ask the Bidder for a clarification of its bid. VSCDL may also ask for rate analysis of any or all items and if rates are found to be unreasonably low or high, the bid shall be treated as non-responsive and hence liable to be rejected. The request for a clarification and the response shall be in writing and no change in prices or substance of the bid shall be sought, offered or permitted.

The Bidder’s eligibility for pre-qualification/short-listing will be evaluated based on the

following parameters.

A. Technical Experience/Eligibility Criteria:

The bidder should have an adequate experience of Call center maintenance of

such and/or similar setup, for any Government/Semi Government at least 1 (one) year with minimum 5 seater.

Financial turnover of the bidder should be minimum ` 1 Crore in each 3 audited

Financial year in call center.

Overall call center experience more than 3 years. Should have office in Gujarat preferable in Vadodara. Should have GST registration.

Should be registered with PF and ESIC.

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The bidder should have adequate infrastructure in Vadodara to setup call center for VSCDL/VMC.

It is must for the bidder to submit the supporting documents/certificates of fulfilling all mentioned Terms & Conditions.

Opening of Technical Bids: VSCDL will open all Technical Bids of those bidders who

have submitted the EMD, Tender Fee and submit all eligibility criteria documents.

Technical Proposal - Evaluation Criteria

a) The Bidder shall duly fill in all the information specified in the pre-qualification

criteria specified below. In the event of any additional information required by the VSCDL other than that specified in the pre-qualification criteria, the Bidder to the

VSCDL shall duly submit such information in the prescribed time. It shall be expressly agreed herein by the bidder that he has read and understood the

complete Tender Document and other documents / requirements and shall comply with the same.

b) Tendering authority may ask the bidder for a Post-Bid Technical demonstration

confirming the specifications of tender to qualify the technical bid, which would be evaluated by the Evaluation committee.

c) Based on the results of the Technical evaluation, VSCDL shall then proceed to open and evaluate the Commercial Bid. The Commercial evaluation will take into account the information supplied by the Bidders in the Commercial Bid, and the

same shall be evaluated in accordance with the evaluation criteria specified in the proposal.

Opening of Commercial Bids: Commercial Bids will be opened and compared after the technical evaluation has been completed for those Bidders whose Technical Bids reach the minimum standard needed for the task.

Announcement of Bids: The Commercial Bids will be opened, in the presence of Bidder’s or their representatives who choose to attend the Commercial Bid opening on

date and time to be communicated to all the technically qualified Bidders. In the event of the specified date of Bid opening being declared a holiday for VSCDL, the Bids shall be opened at the appointed time and location on the next working day.

The Bidders/Bidder’s representatives present at the Commercial Bid opening shall sign a register evidencing their attendance.

The name of Bidder, bid prices, total amount of each Bid, alternative prices (if any), etc. shall be announced by the VSCDL at the Commercial Bid opening.

Clarification of Bids: To assist in the evaluation, comparison and an examination of

bids, VSCDL may, at its sole discretion, ask the Bidder for a clarification of its bid including breakdown of unit rates. The request for clarification and the response shall

be in writing. If the response to the clarification is not received before the expiration of deadline prescribed in the request, VSCDL reserves the right to make its own reasonable assumptions at the total risk and cost of the Bidder.

Award of Contract

VSCDL’s right to accept any Bid and to reject any Bid or all Bids

Notwithstanding anything stated herein, VSCDL reserves the right to accept full or part of the Bid or reject any Bid, and to cancel/annul the bidding process and reject all Bids

at any time before the award of the Contract, without assigning any reason and

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thereby without incurring any liability to the affected Bidder or Bidders or any obligation to inform the affected Bidder or Bidder’s of the grounds for VSCDL’s

action/decision.

Notification of Award

Notification to Bidder

The Bidder whose Bid has been accepted shall be notified of the award by the VSCDL

prior to the expiration of the period of validity of the proposal, by registered letter or by fax. This letter (hereinafter the “Letter of Acceptance”) shall state the sum that

VSCDL shall pay the Bidder in consideration of the execution, completion and maintenance of the work as prescribed by the Contract (hereinafter the “Contract Cost”) in accordance with Payment Terms. The Bidder shall acknowledge in writing, the

receipt of the Letter of Acceptance and shall send his acceptance to enter into the Contract within Seven (7) days from the receipt of the Letter of Acceptance.

Signing of agreement

Pursuant to the Bidder acknowledging the Letter of Acceptance, the Bidder and VSCDL

shall promptly and in no event later than 7 days from the date of acknowledgement of the Letter of Acceptance, sign the Contract. VSCDL shall have the right and authority to negotiate certain terms with the successful Bidder before signing of the Contract.

The signing of the Contract shall amount to award of the Contract and the Bidder shall initiate the execution of the work as specified in the Contract.

Expenses for the Contract

All incidental expenses of the execution of the Contract shall be borne solely by the successful Bidder and such amount shall not be refunded to the successful Bidder by

the VSCDL.

Failure to abide by the Contract

The conditions stipulated in the Contract shall be strictly adhered to and violation of

any of these conditions shall entail immediate termination of the Contract without prejudice to the rights of VSCDL with such penalties as specified in the Bid Document and the Contract.

Termination of Contract Termination for DefaultVSCDL may, without prejudice,

to any other remedy for breach of Contract, by prior written notice of default sent to the Bidder, terminate the Contract in whole without assigning any reason if

• The qualified Bidder fails to deliver any or all of the obligations within the time

period(s) specified in the Contract, or any extension thereof granted by VSCDL.

• The qualified Bidder fails to perform any other obligation(s) under the Contract.

If the Bidder is in material breach of the representations and warranties contained in

this Contract upon receipt of the notice of default, the Bidder shall, within a period of ten (10) working days thereof, vacate the premises of VSCDL and return all Intellectual

Property of the VSCDL. The disputes, if any, shall be decided by the CEO, VSCDL whose decision shall be final and binding on the Parties.

Termination for Insolvency, Dissolution, etc.

VSCDL/VMC may at any time terminate the Contract by giving written notice to the

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qualified Bidder without compensation to the Bidder, if the qualified Bidder becomes bankrupt or is otherwise adjudged insolvent or in case of dissolution of firm or winding

up of company, provided that such termination will not prejudice or affect any right of action or remedy which has accrued thereafter to VSCDL/VMC.

Termination for Convenience

VSCDL/VMC reserves the right to terminate by prior written notice, the whole or part of the Contract. The notice of termination shall specify that termination be for

VSCDL's/VMC’s convenience, the extent to which performance of work under the contract is terminated and the date on which such termination becomes effective. Upon

termination of this Contract, VSCDL/VMC shall have the right to enter into an agreement with any third party for the Project and Maintenance and shall in no way be answerable to the Bidder for such acts. The Earnest Money Deposit and/or Performance

Guarantee given to the VSCDL/VMC by the Bidder shall be confiscated.

Corrupt or Fraudulent Practices

1) VSCDL requires that the bidders under this tender observe the highest standards of ethics during the procurement and execution of such contracts. In pursuance of this policy, VSCDL defines for the purposes of

this provision, the terms set forth as follows:

a) “Corrupt practice” means the offering, giving, receiving or soliciting of

anything of value to influence the action of the VSCDL official in the procurement process or in contract execution; and

b) “Fraudulent practice” means a misrepresentation of facts in order to

influence a procurement process or execution of a contract to the detriment of VSCDL, and includes collusive practice among bidders

(prior to or after bid submission) designed to establish bid prices at artificial non-competitive levels and to deprive VSCDL of the benefits of the free and open competition;

2) VSCDL shall reject a proposal for award if it determines that the Bidder recommended for award has engaged in corrupt or fraudulent practices.

Also, in such case, the deposits will be forfeited and the bidder will be blacklisted for doing any business with VSCDL for the period decided by

the authority.

Interpretation of the clauses in the Tender Document / Contract Document

1) In case of any ambiguity in the interpretation of any of the clauses in Bid

Document or the Contract Document, the VSCDL’s interpretation of the clauses shall be final and binding on all parties.

2) However, in case of doubt as to the interpretation of the bid, the bidder may make a written request prior to the pre-bid conference to:

General Manager (IT) IT Department

Vadodara Smart City Development Limited Khanderao Market Building, Raj Mahal Road, Vadodara-390 001 (Gujarat).

VSCDL/VMC may issue clarifications to all the bidders as an addendum. Such an

addendum shall form a part of the bid document /Contract document.

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GENERAL TERMS & CONDITIONS 1) Tender (Technical Bid) should be accompanied by:

(a) D.D. of Nationalized bank for ` 186920/- against EMD, “Vadodara Smart

City Development Limited” payable at Vadodara,

(b) D.D. of Nationalized bank for ` 3000/- + GST (18%) against tender form

fee, “Vadodara Smart City Development Limited” payable at Vadodara,

(c) Copy of the GST certificate of the company, (d) Copy of the receipt of Professional-Tax paid for 2018-19

2) The Tender will be considered as rejected if (a) it is not accompanied by a

D.D. for EMD and all the other documents, (b) tender is not submitted in this prescribed Tender Form of VSCDL (returning all the pages therein); with the

stamp & signature of the authority on all the pages therein OR (c) tender contains vague & indefinite expressions and quoted with conditional rates.

3) Interested bidders are advised to study the document carefully. Submission of Application shall be deemed to have been done after careful study and

examination of the document with full understanding of its implications.

4) The Bidder shall bear all the costs associated with the preparation and submission of its bid, and VSCDL in no case will be responsible or liable for these

costs, regardless of conduct or outcome of bidding process.

5) The Bidder is expected to examine all instructions, forms, terms and specifications in the bidding documents. Failure to furnish all information

required by the bidding documents or submission of a bid not substantially responsive to the biding documents in every respect will be at the Bidder’s risk

and may result in rejection of its bid.

6) Each offer shall specify only a single solution which is cost effective and meeting the tender specifications and it is the responsibility of the Bidder to decide the

best of breed solution.

7) Excuse from Claim: The Bidder at no point of time can excuse themselves from any claims by VSCDL whatsoever for their deviations in conforming to the terms

and conditions, payment schedules, timeframe for implementation etc. as mentioned in RFP document.

8) Right to Termination/Cancellation: Notwithstanding anything contained in this

document, VSCDL, reserves the right to cancel/terminate the bid/proposal process without assigning any reason whatsoever, at any time prior to signing the contract and VSCDL shall have no liability for above-mentioned actions.

9) About quoting the rates……….

(a) Any other applicable taxes, charges, etc. should be declared very clearly. (b) The rates shall be written in both; words and in figures. In case of

ambiguity in the rates quoted in figures and words, the same quoted in words shall prevail.

(c) Please quote your rates strictly on website viz. www.nprocure.com

(e-Tendering Process) only. The rates quoted anywhere else will be rejected and any justification for the same by any bidder will not be considered in

any circumstances. Doing so by any bidder will lead to disqualification of the tender.

10) In case of non-receipt of Bid Processing fees and EMD as mentioned above

within prescribed time, the bid will be rejected by VSCDL as non-responsive.

11) EMD shall be forfeited if the tender is withdrawn during the validity period.

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12) VSCDL is not responsible for delay, loss or non-receipt of tender documents sent by the post.

13) VSCDL reserves the rights to accept or reject any/all tenders and to split the work among two or more tenders without assigning any reason what so ever.

14) VSCDL reserves the right to accept or reject any bid, and to cancel the bidding

process and reject all bids at any time prior to award of Contract, without thereby incurring any liability to the affected Bidder or bidders or any obligation to inform the affected Bidder or bidders of the grounds for VSCDL’s action.

15) Printed terms and condition of the bidder will not be considered as forming part of the tender and offer. Cancellation of or not agreeing with any terms and conditions of VSCDL will not be entertained in any circumstances.

16) A bid valid for a shorter period shall be rejected as non-responsive. If required, VSCDL may extend the bid validity for further period from the date of expiry of bid validity in consultation with the successful bidder.

17) All correction/addition/deletion shall require authorized countersign.

18) Modification and Withdrawal of Bids

1. No bids will be allowed to be modified subsequent to the final submission of bids.

2. No bid will allowed to withdrawn in the interval between the deadline for submission of bids and the expiry of the bid validity. Withdrawal of a bid during this interval will result in the forfeiture of bidder’s E.M.D.

19) The selected Bidder for award of the contract will have, (a) to sign an agreement on the Govt. stamp paper to be purchased by the bidder as per the prevailing rules and regulations of VSCDL and (b) to pay the security deposit, @

3 % of the order value by D.D. or Bank Guarantee.

20) The Security Deposit will be retuned only after successful completion of the rate contract and the E.M.D. will be returned only one year after completion of

the contract period.

21) Assignment of work will be given to a single party. However, VSCDL reserves the rights to accept any tender or reject any/all tenders without assigning any

reasons.

22) Period of Validity of Bids: a. Bids shall be valid for 180 days after the date of technical bid opening

prescribed by VSCDL. Any Bid valid for a shorter period shall be rejected by VSCDL as non-responsive.

b. In exceptional circumstances, VSCDL may solicit the Bidder’s consent for extension of the period of validity. The request and the responses thereto shall be made in writing. A Bidder may refuse the request without forfeiting

its EMD. A Bidder granting the request will not be permitted to modify its bid/rates.

23) Amendment of Bidding Documents (Corrigendum)

1. At any time prior to the deadline for submission of bids, VSCDL may, for any reason, whether its own initiative or in response to the clarification request by a prospective bidder, modify the bidding documents.

2. The Corrigendum/amendment to the tender, if required any, will be published on https://vmc.nprocure.com and www.vmc.gov.in

without any notice being published in the newspaper. Thus, Bidder must check above websites periodically during tender process.

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3. In order to allow prospective bidders reasonable time to take into consideration the amendments while preparing their bids VSCDL, at its

discretion, may extend the deadline for the submission of bids.

24) All deputed agent must be paid atleast pay as par Minimum wages act.

Responsibility related to Labour laws and other laws.

(i) The bidder shall during the whole contract period strictly follow and act

as per the provisions of payment of wages act, The Industrial Dispute

Act-1947, all Labour/ workmen related laws. The bidder shall responsible

for service condition and to pay salary and such allowances to the

workers and officers time to time prescribed by competent Government

Authority. Any breach of law related to workmen/Labour the bidder shall

be responsible to pay and compensate the cost and the amount, the

Corporation shall not responsible in any matter related to

workmen/officers engaged to carryout work. The workers, labours,

officers etc. engaged by the bidder to carryout this work is solely of the

bidder therefore the Corporation shall not be responsible to pay any

compensation to the workers, labours, officers etc. engaged by the

bidder to carryout this work.

(ii) The Corporation shall not be responsible in any manner to pay any

payment arise out of any legal proceeding or award of court, tribunal etc.

under Payment of Wages Act, The Industrial Dispute Act-1947, all labour/

workmen related laws related to the workers, labours, officers etc.

engaged by the bidder to carryout this work. The bidder shall liable to

pay any payment arise out of any legal proceeding or award of court,

tribunal etc.

(iii) The workers, labours, officers etc. engaged by the bidder to carryout this

work are solely of the bidder therefore they all shall not considered as

regular employee of the Corporation and no claim in this regard lies

against the Corporation by any of the workers, labours, officers etc.

engaged by the bidder to carryout this work including and Operation and

Maintenance.

(iv) The workers, labours, officers etc. engaged by the bidder to carryout this

work is solely of the bidder therefore they shall not entitled to get any

Identity Card from the Corporation.

(v) Amendment in any law mentioned above shall be applicable to this

contract.

Fraud and Corruption

In case of Fraud and Corruption by bidder and/or manpower deputed for this

service, VSCDL/VMC shall retain all rights to lodge Police Complaint/ FIR against

bidder under various provisions of Indian Penal Code and any other penal law

inforce including Information Technology act and Prevention of Corruption act.

It is primary responsibility of the bidder for any fault on the part of his recruited staff Bidders will be responsible for payment to his staff as well as any dispute arising

among their counterpart. They have to follow all Laws and Rules and Regulations of VSCDL/VMC as well as Laws of Government Applicable( i.e., payment of wages act,

contract act, GST act, industries dispute act and any other law or rule applicable).

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25) Bidder will have to pay salary to his concerned staff through cheque or ECS (NEFT/RTGS) only. Bidder will have to submit declaration along with necessary

proof for the previous month along with each bill.

Staff provided by bidder will be solely on Payroll of Bidder. The staffs have

nothing to do with VSCDL/VMC pay structure and payroll. Staff, in no case, will be able to claim themselves to be a staff of VSCDL/VMC.

Bidder has to provide the list of the employees who will work as Developer to IT

department. Along with the same, Bidder has to maintain following documents for each Developer in a separate file and a copy of the same has to be submitted

at IT Department:

Curriculum Vitae

Passport size Photograph

Photocopies of Address proof, photo identification proof

Education/ Qualification Certificates

Computer or any other Course certificate, if done any

Experience certificates, if any

26) During the performance of the contract, if the person(s) of the bidder meet with

any accident which results into the death or injuries to the person(s) of the bidder or any damage made to the Third party and any claim or legal penalties

arise out of it will be responsibility of the bidder only. VSCDL/VMC will not be responsible in any way.

27) The manpower of call center having with minimum 1 year of experience in call

center field.

28) The bidder should provide 10 (ten) Nos. of call center agent, 1 (one) No. of

Supervisor and 2 (two) No. of Software Developer.

29) In day shift minimum 10 call center agent should be sit at call center and in

night shift minimum 2 call center agent should be sit at call center.

30) Software of complaint registration under bidder’s scope.

31) The Software developer should develop Complaint Management System,

VSCDL/VMC Portal system and Mobile application for Complaint management.

32) The Software should be integrated with (1) Swachhata Application of Government of India (2) CM Dashboard (3) Whats App, (4) Social Media, (5)

SMS and (6) Mobile Application.

33) If any fraud, malfunction will be done by in system (online or via software due to bug) then Bidder will be responsible.

34) If VSCDL/VMC found malfunction/ manipulation of VSCDL/VMC data by developer then vender will be responsible.

35) Billing will be done as par contract agreement (fix quarterly paid by VSCDL) not

dependent on number of systems development or re-engineering or on manpower provided.

36) The Rate Contract duration will be 3 Years. VSCDL/VMC may extend the

Rate Contract for subsequent 4th and 5th year, with the same rate and terms & conditions, and the same will be binding on the assignee.

37) The bidder will have to carryout the work beyond VSCDL’s/VMC’s & Bidder’s

normal working hours and on holidays too, without any extra charges. The call

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center should be available & approachable round-the-clock (24X7) through telephone.

38) In-case of urgency of bulk requirement, Bidder should increase number of agents.

39) The software including the source code, developed and implemented under this

agreement will remain sole property of VSCDL/VMC and Bidder will not copy or transfer the software developed as a whole or part thereof for any purpose without prior permission of VSCDL/VMC.

40) The Data and the reports generated will also be the sole property of VSCDL/VMC and will not be copied or transferred in part or whole for any purpose without prior permission of VSCDL/VMC.

41) Agents will receive instructions from the General Manager (IT) of VSCDL only and will reporting him only.

42) VSCDL/VMC will provide toll free telephone number of BSNL. The PRI channel

and all other activity will in bidder’s scope.

43) Call Center agent must be known English, Gujarati & Hindi.

44) The Bidder should provide professional and courteous staff to handle telephone calls for complaints on behalf of VSCDL/VMC

45) Call Center agent should have knowledge of VSCDL/VMC & Vadodara city.

46) Call Center agent should not work for any other company simultaneously. i.e. Agent must be spare for VSCDL/VMC only.

47) After office hours Minimum 2 Agents or number of agents on the basis of

average complaints received during the month must be present.

48) One supervisor must be provided by bidder to monitoring customer care cum call center activities.

49) Call Center should be well equipped with headset/PC etc.

50) Software of complaint registration under bidder’s scope.

51) Flow of call should be in following manner. Local call to Call Center Agent call center agent- Divert via SMS/Mobile

call/ Online- Automatic forwarded to higher predefined authority (if not resolved). Both side (Citizens and VSCDL/VMC) SMS facility should be

provided by bidder.

52) The bidder have to make transfer desk management. The complaint should be

automatic escatate to upper authority as par citizen charter.

53) Supervisor has to be knowledge of VSCDL/VMC complaint statistics & resolutions.

54) Reporting should be in Daily, Weekly, Pending work, status of complaint, cancel call, etc. and disposition report should be e-mail on daily basis to VSCDL/VMC.

55) VSCDL/VMC will decide what type of Details taken from citizen.

56) The selected bidder should manage & co-ordinate with VSCDL/VMC officers/staff.

57) In case of dissatisfactory contract will be discontinuing with 2 month notice.

58) Bidder cannot terminate contract without VSCDL/VMC permission.

59) This Proposal for complete setup for call center outsourced with call center agent

(only IVRS (w/o 5/10 agent) system is not considered).

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60) Bidder will completely responsible for VSCDL/VMC and other

VSCDL’s/VMC’s utility for smooth functioning of Call center management.

61) Login Authenticity & Security is part of Software Development.

62) Bidder will provide skilled manpower & fulfill the entire VSCDL/VMC requirement till contract period.

63) Bidder cannot allow to do the JV or Consortium or given any sub contract.

64) Go Green: The Bidder should also implement / suggest Energy savings

& Environmental safety measures.

65) Other than stated charges in tender, bidder will not claim any extra charges.

66) In any circumstances (like Bug, issue, problem, withdrawal of contract), if

Bidder will not be able to complete the assignment as per requirement, beyond the tolerable time-limit of VSCDL/VMC, then all the deposits for this assignment will be liable to be forfeited, the Bidder have to pay remaining contract amount

to VSCDL and Bidder shall be blacklisted for the period as decided by the Authority and should provide mistake acceptance letter to VSCDL/VMC.

PAYMENT

(a) No advance payment will be made.

(b) Payment will be done on quarterly basis only.

(c) All payments shall be made in Indian rupees.

(d) Mode of Billing and Payments

i. The Bidder shall submit the invoices in duplicate to the client on firms printed bill forms indicating the work done by him during the period for which payment is sought.

ii. If the progress is not satisfactory and according to the agreed work program/schedule the payment may be withheld until such times the Bidder rectifies the required shortfall.

iii. The Bidders shall thereupon promptly make any necessary corrections, and upon completion of such correction, the foregoing process shall be repeated.

(e) All payments under this contract shall be made to the accounts of the Bidders

with the Bidders Banker.

(f) Suspension of payments: VSCDL may at any time during the term of the Contract, issue a written notice of suspension and suspend all payments to the

qualified Bidder under the Contract, if the qualified Bidder fails to perform any of his obligations under this Contract. The VSCDL shall, prior to the suspension of the payments, request the qualified Bidder to remedy such failure within a

period of 10 days from the date of' issue of such notice of suspension. The notice of suspension shall specify the nature of the failure. In the event the

Bidder does not rectify the failure within the specified time prescribed, the VSCDL shall have the right to terminate the Contract.

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FORCE MAJEURE

1. Force Majeure:

1.1 Force Majeure Event: A Force Majeure Event shall mean occurrence of any of the events like acts of God, exceptionally adverse weather conditions, earthquake, cyclone, flood, volcanic eruption or fire or

landslide, strikes or boycotts (other than those involving the Bidder or their respective employees/representative or attributable to any act or

omission of any of them) interrupting supplies and services, an act of war, riot, terrorist or military action, industry wide or state wide or India wide strikes or industrial action which prevent execution of pick up stand

/ queue shed, which prevent the Parties from performing its obligations under this Agreement.

1.2 If the Bidder is rendered wholly or partially unable to perform its obligations because of a Force Majeure Event, it shall be excused from

performance of such of its obligations to the extent it is unable to perform on account of such Force Majeure Event only and not due to other

reasons whatsoever.

1.3 The Bidder affected by a Force Majeure Event shall notify VSCDL in writing

of the occurrence of the Force Majeure Event as Soon as reasonably practicable of its occurrence and the probable material effect that the Force

Majeure Event is likely to have on the performance of its obligations under this Agreement.

2. Dispute Resolution :

(i) In the event of any dispute arising with regards to the terms & conditions or interpretation of any clause of the agreement signed with the selected

Bidder, the “CEO, VSCDL” shall be the sole arbitrator under the Indian Arbitration Act 1940 and whatever decision given by the “CEO, VSCDL” shall be final and binding on both the parties.

(ii) Any dispute arises with regards to any terms and conditions of the

agreement signed with the selected Bidder; it shall be solely subject to the jurisdiction of the Vadodara courts.

3. Suspension and termination:

3.1 If the Bidder shall be in Breach of any of the tender conditions, VSCDL., shall be entitled in its sole discretion and without prejudice to its other

rights and remedies including its right of Termination hereunder, to suspend all or any of the rights of the Bidder including the Bidder's right. Such suspension by VSCDL shall be by a communication in writing to the

Bidder and shall be effective forthwith upon the issue thereof to the Bidder.

3.2 If the Bidder makes remedy and rectify such cause, diligent then VSCDL efforts to shall allow the Bidder reasonable time and opportunity for such remedy or rectification.

3.3 The suspension of the rights of the Bidder by VSCDL pursuant to Clause

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3.1 above shall be revoked by VSCDL forthwith upon the Bidder having remedied the Breach during such suspension period to the satisfaction of

VSCDL unless in the meantime, the Bidder has been Terminated by VSCDL.

4. Damages for Breach of Agreement :

4.1 In the event of Bidder being in material default and such default is cured

before Termination, the Bidder shall pay to VSCDL/VMC as Damages, an amount of ` 2,00,000/- (Two Lacs only) per month or for part thereof, till

such default is cured, in one instance within 30 (thirty) days of receiving the demand.

4.2 In the event of the Bidder being in default in the due and faithful

performance of its obligations and failing to remedy such default within the specified period, VSCDL shall be entitled to forfeit the performance security and appropriate the same as damages for such default. Upon

such encashment and appropriation of the performance security, VSCDL shall grant a period of 15 (fifteen) days to the Bidder to provide fresh

Performance Security and the Bidder shall within the time so granted furnish to VSCDL such Performance Security failing which VSCDL shall be entitled to Terminate this Agreement.

5. Termination :

5.1 Bidder Event of Default the following events shall constitute an event of default by the Bidder (a "Bidder Event of Default") unless such Bidder

Event of Default has occurred as a result of VSCDL Event of Default or a Force Majeure Event.

5.2 In case the Bidder terminates the Agreement, it shall pay all the dues, if any, outstanding as at the end of the termination and facility will revert

to VSCDL and VSCDL shall not be liable for payment of any compensation or damages of whatever nature and at the discretion VSCDL and on such

terms and conditions, may continue till its validity. In such case, the Bidder will also require to provide all passwords, hard wares, software details and their manual to the VSCDL.

MISCELLANEOUS

Execution of the Agreement: It shall be the responsibility of the Licensee to get the

Agreement executed on the non-judicial stamp paper of appropriate value under the Indian Stamps Act 1899 and registered if required under law, at its own cost and

expenses under the Indian Registration Act 1908.

Standards: The services provided under the Contract between the VSCDL and the successful Bidder on stamp paper shall conform to the standards mentioned in the

Technical Specifications. Where no applicable standards are mentioned, such standard shall be the latest issued by the competent institution governing that standard.

Standard of Performance: The qualified bidder shall implement the work perform its obligations under the Contract with due diligence, efficiency and economy in

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accordance with generally accepted norms techniques and practices used in the industry.

Confidentiality: The qualified Bidder, their personnel and their contractors hereby agree and undertake that during the term of the Contract, and thereafter, the Bidder

agrees as follows:

• To maintain as confidential all Information (hereinafter defined), using such high degree of care as is appropriate to prevent any unauthorized use or disclosure,

in any manner;

• Not to disclose, directly or indirectly, in any manner whatsoever, any Information to anyone;

• Not to make use of any Information which includes the results of any activities

performed by the Bidder or any other data garnered by the Bidder, in any

manner, directly or indirectly, for his own purposes or the benefit of anyone or

any other entity other than the VSCDL/VMC;

• That the Information is the sole property of the VSCDL/VMC and that all rights,

title and interest to the Information are held and owned by the VSCDL/VMC (and/or its affiliates) and disclosure or obtaining or procurement of the Information by him does not give him any rights or license as to the Information

nor does it create any interest in his favour in such Information.

Any proprietary or confidential Information, including but not limited to what is stated

above, relating to the tender document and/or Contract and/or VSCDL's/VMC’s business or operations shall be disclosed only with the prior written consent of

VSCDL/VMC. For the purposes of this tender document and the Contract, the term “Information” shall be interpreted and construed as including any trade secret, technical information, know-how or confidential, or proprietary information in the

possession or control of the VSCDL/VMC, whether such information pertains to the VSCDL/VMC or any third party and whether such information are protected under any

laws or not and shall include the following:

• any information relating to the VSCDL’s/VMC’s technology, processes, use

of materials, data, archives, resources of any nature whatsoever and in

any form whatsoever including inventions, discoveries, concepts, know-

how, trademarks, copyrights, techniques, designs, schematics, specifications, drawings, diagrams, layouts, methods of processing and

operational procedures;

• all information and other data that may be developed or designed by the VSCDL/VMC and/or any of its affiliates;

• information that describes the VSCDL’s/VMC’s services, products and strategies, including but not limited to, processes, research and

experimental work product administration and management;

• information relating to the VSCDL’s/VMC’s (and/or any of its affiliates) existing or planned businesses or business initiatives, organization,

marketing activities and materials, reports, studies, organizational

restructuring plans, and financial information;

• confidential information and material of any third parties with which or

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whom the VSCDL/VMC conducts business or in respect of which the VSCDL/VMC has confidentiality and non-disclosure obligations;

• any information, as described above, procured, obtained or contained in

any proposals, plans, information memoranda or correspondences

maintained by the VSCDL/VMC or provided to any personnel including the Bidder;

• any document, agreement, correspondences, letters, records, working

papers, specifications, lists of customers, lists of suppliers, drawings,

notes, studies, manuals, schedules, test results or other documents, computer print-outs, computer readable information or emails relating to the business of the VSCDL/VMC, whether internal or with any third party,

which are not available for public view;

• any other information pertaining to or related to the VSCDL/VMC or its

affiliates, associates or group companies, customers and suppliers, including, but not limited to, information related to overseas operations,

including transaction processes, operations information.

• Rights in the Confidential Information

• All ownership and Intellectual Property Rights in the confidential

information shall remain vested in the VSCDL/VMC.

• All passwords should be handed over to the General Manager (IT) or an

officer who will be responsible as and when he asks.

• The ownership of all passwords, hardware base locking system (if any developed by the Bidder), keys will be solemnly of the VSCDL/Vadodara

Municipal Corporation. There will not be any right of the Bidder on it in any form.

Jurisdiction: The Bidder will not, unless otherwise provided in the Agreement, directly or indirectly sell, transfer or assign sublet or otherwise part with the use whole or part

of sites and facilities under this agreement to any person or party in any manner whatsoever.

Waiver: The failure of either party to insist upon a strict performance of any of the terms or provisions of this Agreement or to exercise any option, right or remedy herein

contained, shall not in future be construed as waiver or a relinquishment of such terms, provisions, option, right or remedy but the same shall continue and remain in

full force and effect. No waiver by either party of any term or provision hereof shall be deemed to have been made unless expressed in writing and signed by such party.

Modification of Agreement: Any modification/alteration to the terms and conditions

of the Agreement shall be made by mutual consent in writing to be effective and binding

In the event that any clause/s mentioned in the Agreement is held to be void or not valid or not enforceable the said clause/s shall be deemed not to have been a part of the Agreement and the existence of such clause/s shall not invalidate or nullify the

Agreement and it shall continue to be in force uninterrupted and be binding on the parties hereto.

Supplier / Bidder’s Obligations

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The Bidder is obliged to work closely with the VSCDL’s/VMC’s staff, act within its own authority and abide by directives issued by VSCDL/VMC.

The Bidder will abide by the job safety measures prevalent in India and will free VSCDL/VMC from all demands or responsibilities arising from accidents or loss of

life the cause of which is the Bidder’s negligence. The Bidder will pay all indemnities arising from such incidents and will not hold VSCDL/VMC responsible or obligated.

The Bidder is responsible for managing the activities of its personnel and will hold himself responsible for any misdemeanors.

The Bidder will treat as confidential all data and information about the VSCDL/VMC, obtained in the execution of his responsibilities, in strict confidence and will not reveal such information to any other party without the prior written

approval of VSCDL/VMC.

Patent Rights

In the event of any claim asserted by a third party of infringement of copyright, patent, trademark or industrial design rights arising from the use of the Goods

or any part thereof in VSCDL’s/VMC’s country, the Bidder shall act expeditiously to extinguish such claim. If the Bidder fails to comply and VSCDL/VMC is

required to pay compensation to a third party resulting from such infringement, the Bidder shall be responsible for the compensation including all expenses,

court costs and lawyer fees. VSCDL/VMC will give notice to the Bidder of such claim, if it is made, without delay.

Delays in the Bidder’s Performance

(a) Delivery & implementation of the software and performance of the services shall be made by the Bidder in accordance with the time schedule specified by VSCDL in the contract document.

(b) If any time during performance of the contract, the Bidder should

encounter conditions impeding timely delivery & implementation of the software and performance of the services, the Bidder shall promptly notify VSCDL in writing of the fact of the delay, its likely duration and its

cause(s). As soon as practicable after receipt of the Bidder’s notice, VSCDL shall evaluate the situation and may, at its discretion, extend the

Bidder’s time for performance with or without a penalty, in which case the extension shall be ratified by the parties by amendment of the Contract. Any such extension of time limit, even if it is due to unforeseen

circumstances beyond control of both the Bidder and VSCDL, shall be at no extra cost to VSCDL.

(c) Except as provided under the clause of Force Majeure, a delay by the

Bidder in the performance of its delivery obligations shall render the

Bidder liable to the imposition of a penalty pursuant to the related penalty clause, unless an extension of time without the application of penalty was

agreed upon in advance by VSCDL.

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HOW TO QUOTE THE TENDER

1. How to Quote Tender?

(i) Bidder should quote the bid amount in Online Price-Bid only.

(ii) The Bidder shall quote price in clear terms. Break up should abide by the Format for Commercial Bid. The rates quoted should be inclusive of Service Tax and all

other taxes.

(iii) All prices shall be for delivery of services at VSCDL’s/VMC’s premises up to the satisfaction of VSCDL.

(iv) The Commercial Bids should strictly conform to the formats to enable evaluation of bids and special care may be taken that the bids having any hidden costs or

conditional costs will be liable for rejection.

(v) All the technical tender papers should be duly signed and stamped.

(vi) Important documents which prove your qualifications should be notarized.

VSCDL/VMC will also verify all the documents with original documents. If there is any discrepancy in the document/certificate VSCDL/VMC will straightway

reject bid, no communication will be made in this subject.

(vii) All other documents (i.e. Technical Bid) should be send to the Record Branch of

VSCDL, through Regd./speed post or hand delivery.

(viii) Before filling in any of the details asked for, Bidders should go through the entire

bid document and get the required clarifications; if any, from IT Dept of VSCDL before bidding.

The above Terms &Conditions of VSCDL are acceptable to us

Signature of the Authority of Bidder ________________

Seal/Stamp of the Company

Name & Designation: ____________________________________________

Mobile : ________________________ Email: _________________________

Landline No. :_________________________ Fax: _______________________

Bidder’s Ref. No.: ____________________________ Date: _____________

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ANNEXURE-A

FORMAT FOR LETTER OF AUTHORISATION

To, The Chief Executive Officer, Vadodara Smart City Development Limited,

Khanderao Market Bldg., Palace Road, Vadodara-390001

Shri ________________________________ domiciled at __________ (Address), acting as_________________________

(Designation and name of the firm), and whose signature is attested below, is hereby authorized on behalf of to negotiate and

settle terms and conditions, finalize, approve, sign and execute Agreements, Documents, Endorsements, Writings etc. as may be

required by VSCDL for the work of "ARC for Call Center Management of VSCDL/VMC " and is hereby further authorized to

sign and file relevant documents in respect of the above.

(Attested Signature of Shri ______________________)

__________________________ Name of the Designated Person

____________________________

Signature of the authorized Person

________________________________

Name of the Prospective Bidder/Leader

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ANNEXURE-B

Anti Blacklisting Certificate

(On a Stamp Paper of relevant value)

I M/s._______________ (Bidder), _______________________________(the names and address of the registered office)

hereby certify and confirm that we or any of our promoter/s / director/s are not barred by Government of Gujarat (GoG) / any

other entity of GoG or blacklisted by any state government or central government / department / agency in India from

participating in Project/s, either individually or as member of a Consortium as on the _______-(Bid submission Date). Rejection

in case any material misrepresentation is made or discovered with regard to the requirements.

We further confirm that we are aware that our Application for the captioned Project would be liable for of this Tender at any

stage of the Bidding Process or thereafter during the agreement period. Dated this ______Day of ____________ 2018.

--------------------- Name of the Bidder

Signature of the Authorized person

Name of the Authorized Person