Karnatka Health Cardrfp-part1

8/8/2019 Karnatka Health Cardrfp-part1

1/87

Bruhat Bangalore Mahanagara Palike

REQUEST FOR PROPOSAL

FOR

IMPLEMENTATION OF SMART HEALTH INSURANCE

CARD PROGRAM FOR BPL FAMILIES IN

BANGALORE UNDER BBMP JURISDICTION

May 2010

Commissioner

Bruhat Bangalore Mahanagara PalikeN.R. Square,

Bangalore 560 002


2/87

RFP Document Smart Health Insurance card for BPL families

Bruhat Bangalore Mahanagara Palike (BBMP) Page 2 of87

PART 1


3/87



BRUHAT BANGALORE MAHANAGARA PALIKE (BBMP)N. R. SQUARE, BANGALORE 560 002

TENDER NOTIFICATION

Name Of Work : Implementation of Smart Health Insurance

Card program for BPL families in Bangalore

under BBMP jurisdiction

Tender Reference : No.MOH(MCH&FW)PR75/10-11

Last Date for uploading

the Filled Tender Document is : 20.07.2010 by 4.00 p.m.

Date of Opening of

Technical Tender Document is : 21.07.2010 at 4.30 p.m.

Place of Opening of

Cover One of Tenders :Office of the Additional Commissioner( Health)Bruhat Bangalore Mahanagara Palike

N. R. Square, Bangalore 560 002

Time and Date of Opening of

Financial bid of Tenders : Will be notified to the Qualified Tenderers

Address for : The Commissioner

Communication Bruhat Bangalore Mahanagara Palike

N. R. Square, Bangalore 560 002.

Medical officer of Health(MCH&FW)

Dasappa Hospital Compound


4/87



Table of Contents

Clause No. Description

Section-I Invitation to Tenderers (IFT)

Section-II Instruction to Tenders

1. Introduction

2. Eligibility of Tenderers

3. Cost of Tendering

4. Tender Document,

Contents of Tender documents

5 Clarification of Tender Document

6 Amendment of Tender document,

7 Preparation of Tenders

. Language of Tender8 Documents comprising the Tender

9. Tender Form

10. Tender Prices

11. Tender Currency

12. Documents Establishing Tenderers

Eligibility & Qualification

13. Documents Establishing Goods Eligibility &

Conformity to Tender Documents

14. Earnest money deposit (Tender Security)

15. Period of Validity of Tender

16. Format and signing of Tender17. Submission of Tenders

Sealing and marking of Tenders

18. Mode of Submission of Tenders

19. Deadline for submission of Tenders

20. Late Tenders


5/87



21. Modification and Withdrawal of Tenders

22. Tender opening and evaluation of Tenders,

Opening of Tenders by the purchaser

23. Clarification of Tenders

24. Preliminary Examination

25. Evaluation and comparison of Tenders

26. Contacting the Purchaser

27. Award of contract

Post qualification

28. Award criteria

29. Purchasers right to vary quantities at award

30. Purchasers right to accept any tender and to reject

any or all Tenders

31. Notification of award

32. Signing of Contract

33. Performance Security

34. Corrupt and Fraudulent practices35. Acceptance or rejection of Tenders

Section-III General Conditions of Contract

Section-IV Special Conditions of Contract

Section-V Description and scope of contract

Section-VI Schedule of Delivery and Payment Terms

Section-VII Tender Form

Section-VIII EMD Details

Section-IX Performance Security FormSection-X Annual Maintenance security FormSection-XI Statement of ExperienceSection-XII Capability statementSection-XIII Format of Acceptance of Implementation scheduleSection-XIV Form of UndertakingSection-XV Details of OrganizationSection-XVI Details of Smart Card based health insurance card

management and or other IT solution Experience

Section-XVII Check listSection-XVIII MoU Format

Section-XIX Bank Guarantee Format for EMD

Appendix A Power of Attorney FormatAppendix B Form of Contract AgreementAppendix C Details of Health Centres/Hospitals list


6/87



BRUHAT BANGALORE MAHANAGARA PALIKE

No.MOH(MCH&FW)PR/75/10-11 Office of the Additional Commissioner (Health)

BBMP, N.R. SquareBangalore- 560 002

SECTION-1: INVITATION FOR TENDERS (IFT)

1. The Commissioner, BBMP, invites Tenders from eligible Tenderers, for

Implementation of Smart health insurance card program for BPL families in

Bangalore under BBMP jurisdiction for the project period of 10 Years.

2. Tenderers are advised to note the qualification criteria specified in Section II toqualify for award of the contract.

3. Tender documents may be downloaded from Government of Karnataka e-

Procurement website https://eproc.karnataka.gov.in/eportal/index.seam under login

for Contractors:

After login to Contractors, please scroll down to the right side bottom to see List of

Tenders, Please click there to find the details of NIT and download copy of thetender. The tender can be downloaded in the portal as per prescribed date and

time published in the portal. Only Interested Contractors who wish to participate

should remit on line transaction fee for tender after registering in the portal. The

transaction fee is non-refundable if you wish to participate.

4. Tenders must be accompanied by earnest money deposit by way of a Bank

Guarantee of Rs. 10,00,000/- ( Rupees Ten lakhs ) from any Nationalised

bank/scheduled bank and is to be submitted and Rs. 1,000,00/- ( Rupees One Lakh) should be paid online through e-Procurement portal using any of the following

payment modes :

Credit card, Direct Debit, National Electronic Fund Transfer (NEFT), Over the

Counter (OTC).


7/87



5. Tenders must be electronically submitted (on-line through internet) within the date

and time published in e-procurement portal. First Cover Tenders comprising

Technical proposal will be opened at prescribed time and date in the e-procurement

portal , in the presence of the Tenderers who wish to attend at the Office ofAdditional Commissioner ( Health ), BBMP, N.R. Square, Bangalore - 560002

6. Other details can be seen in the tender documents.

TABLE

Sl.

No.

Name of the Work EMD

( Rs. in

Lakhs )

Tender

Processing

Fee (in Rs.)

Project

period

1.

Implementation of Smart health

insurance card program for BPL families

in Bangalore under BBMP jurisdiction11.00

5,000/- to be

paid as per

e-proc

portal

10 years

7. Calendar of events:

Last Date for uploading the Filled Tender Document is 20.07.2010 upto 4.00 p.m.

Date of Opening of Technical Tender Document is 21.07.2010 at 4.00 p.m.

Date of Opening of Financial Tender Document will be notified later.

8. Eligibility criteria:

a. Any reputed Company registered with BBMP / CPWD / KPWD / Railways / MES or

any State Government Organizations are eligible to apply.

b. The entities eligible for participating in the qualification process shall be as follows :

i. A single company or Entity with experience in software development and operating

on-line information kiosk for the Utilities or a system integrator with usage of smart

cards or an IT solution provider with smart card application with customer base in

the automation of utilities or health care.


8/87



The term Tenderer would here-in after apply to the above-mentioned category ofcompany

ii. No Joint Venture will be allowed.

c. Tenderers should not be associated, or have been associated in past, directly or

indirectly, with a firm or any of its affiliates which have been engaged by the

purchaser to provide the consulting services for the preparation of the design,

specifications, and other documents to be used for Satellite based educational

services to the students under BBMP jurisdiction under this invitation of Tenders.

d. Tenderers shall not be under a declaration of ineligibility for corrupt and fraudulent

practices issued by Government of Karnataka or any other State or Central

Government body.

e. Specific criteria for the Tenderers to be eligible for participation in the Tender

process are as under:

Should have experience having successfully completed at least 2 nos. e-

Governance projects of over a period of last 5 years either in Government/PSU or

Private bodies of order value summing up to Rs.5.00 Crores evidenced by Purchase

Order.

Should have adequate experience in smart card operations and distributed and

integrated at least 10,000 nos. contact less smart cards.

Should have implemented similar Smart card based Health care Establishment /

Institution/ Utility/ office Management Software in at least 2- projects.

The Tenderer should have adequate infrastructural and financial resources to

undertake the contract

Must be ISO-9001:2000 or equivalent accreditation certified.

The above specific criteria either any or all, if can not be met by the Tenderer, a tie-

up can be made with other eligible companies and a Memorandum of

Understanding as per the format given should be submitted along with the Tender

document.

f. Certificates of proof (supported by completion of work) shall be enclosed for the

above.


9/87


10/87



Procurement website (www.eproc.karnataka.gov.in)

-Sd/-

Commissioner

Copy Submitted to:

1. Administrator for kind information.2. The Commissioner for kind information3. Special Commissioner ( Admin.) / (Finance) for kind information.4. The state tender bulletin officer and The Joint Secretary., UDD, Govt. of Karnataka

for kind information with a request to publish in the State Tender Bulletin.5. The District tender Bulletin Officer, and the Deputy Commissioner, Bangalore urban

district with a request to publish the same in the district tender bulletin.6. CAO/ Chief Auditor for kind information.7. Additional Commissioner ( Health )/ Chief Health officer8. I.T Advisor with a request to publish in the BBMP website.9. All Executive Engineers with request to publish the same in the

display/ notice boards.10. ACF(MR) / Accounts Superintendent / Cashier for information for

verification and issuing tender forms.11. Public Relation Officer, BBMP with a request to take need full action to publish the

same in any two leading daily news papers (in Kannada and English), Notice Board.Office Copy.

Sd/- CommissionerBMMPN.R. Square ,Bangalore 560002


11/87



SECTION II: INSTRUCTIONS TO TENDERERS (ITT)

1. Introduction

The degree of success in implementing Governments various welfare programmes

is dependent on the level of efficiency of the delivery process. Adopting appropriatetools to achieve this objective is very important factor. Multi-Application Smart

Cards is one of such tools in recent times which facilitate simplification of

procedures and enhancing the efficiency in administering various schemes.

Under poverty eradication scheme, it is mandatory to identify the families deserving

help and assistance. Bruhat Bangalore Mahanagara Palike ( BBMP), in order to

improve upon its health welfare scheme for the Below Proverty Line (BPL) families

in Bangalore, proposes to implement the multi-application smart card program by

issuing primarily a smart health insurance card to the BPL family members under

this project with provision for multi-application under other welfare schemes.

The identity of the households below the poverty line is not fixed from year to year.The largest turnover occurs because of health shocks followed by naturaldisasters (droughts and floods) that knock people below the poverty line, whileothers who have recovered from the shock or have improved their position moveabove the line. The smart cards will have complete entitlement related informationalso. Annual updating of entitlement related information could be done. Evendisaster related variables could be inbuilt into the smart card through which poorpeople living in disaster prone areas could be assisted.

The smart health insurance card would also consist of the identification module

with provision for the economic characteristics module and several applicationsmodules. The identification module would have two basic sub-modules. One for

permanent and another for changeable identifiers. As many government programs

target the household and/or are based on household characteristics the smart card

must contain information relevant to linking personal identification numbers to the

members of the household. A third separate sub-module would be included for

citizenship status. The success of a smart card based system, however, depends

crucially on building up a quality back-end data base as well as in periodically

updating the same. If the supporting data base is faulty many of the manual system

of managing the welfare /subsidy schemes will continue to haunt the smart card

based system as well. That is households which are actually poor are not included

while others are. These types of errors have to be got removed by BBMP. The

whole responsibility of developing a sound data base and managing will be done by

BBMP. Once such a data base is available the smart card system can run it well.


12/87



2. Eligibility Criteria of Tenderers

Any reputed Company registered with BBMP / CPWD / KPWD / Railways / MES orany State Government Organizations are eligible to apply.

2.1 The entities eligible for participating in the qualification process shall be as follows :

i. A single company or Entity with experience in software development and operatingon-line information kiosk for the Utilities or a system integrator with usage of smartcards or an IT solution provider with smart card application with customer base inthe automation of utilities or health care.

The term Tenderer would here-in after apply to the above-mentioned category ofcompany

ii. No Joint Venture will be allowed.

2.2 Tenderers should not be associated, or have been associated in past, directly or

indirectly, with a firm or any of its affiliates which have been engaged by thepurchaser to provide the consulting services for the preparation of the design,specifications, and other documents to be used for Satellite based educationalservices to the students under BBMP jurisdiction under this invitation of Tenders.

2.3 Tenderers shall not be under a declaration of ineligibility for corrupt and fraudulentpractices issued by Government of Karnataka or any other State or CentralGovernment body.

2.4 Specific criteria for the Tenderers to be eligible for participation in the Tenderprocess are as under:

Should have experience of having successfully completed at least 2 nos. e-Governance projects of over a period of last 5 years either in Government/PSU orPrivate bodies of order value summing up to Rs.5.00 Crores evidenced by PurchaseOrder.

Should have adequate experience in smart card operations and distributed andintegrated at least 10,000 nos. contact less smart cards.

Should have implemented similar Smart card based Health care Establishment /Institution/ Utility/ office Management Software in at least 2- projects.

The Tenderer should have adequate infrastructural and financial resources to

undertake the contract.

Must be ISO-9001:2000 or equivalent accreditation certified.

The above specific criteria in Cl. 2.4 either any or all, if can not be met by theTenderer, can have a tie-up with other eligible companies as a Technology/Service


13/87



provider/Supplier and a Memorandum of Understanding as per the format attachedin Section XVIII should be submitted along with the Tender document. The MoUthus entered into, between the Tenderer and the MOU provider should be specificto the Project failing which the Proposal shall be considered non-responsive.

In the course of the project execution, in case, the successful bidder wants to

change the company with whom the bidder signed the MOU at the time ofsubmission of the tender, the successful bidder will be able to replace him withanother Company provided the new proposed company meets the requiredeligibility criteria of the tender.

2.5 As proof of meeting the above criteria necessary Certificates of proof of completionof work should be enclosed with the tender.

2.6 Should have minimum average turnover as well as net worth each Rs 250.00 Crores( Rupees Two Hundred and Fifty crores ) in any year during the past 3- FinancialYears. In case the Tenderer is not meeting this criteria, and its parent company ofwhom the tenderer is subsidy, then the financials of the holding company will be

considered to have met this qualification requirement. This can be met by theTenderer or by its parent company.

Any State or Central Government Undertaking Company participating in this tendercan be exempted from the financial eligibility criteria as mentioned above, but itshould have a positive networth in the last 3-Financial years and auditors certificateshall be submitted in this regard.

2.7 The tenderer should furnish the list of manpower, equipments possessed by him asper the tender documents.

2.8 For those Tenderers whose Technical bids do not satisfy the Eligibility Criteria asmentioned above, their Financial bids will not be opened.

2.9 Each Tenderer shall submit only one Tender. A Tenderer who submits or

participates in more than one Tender will cause all the proposals with the Tenderers

participation to be disqualified. However, the Technology /Service Provider/Supplier

can have tie-up with more than one Tenderer in the bidding stage.

3. Cost of Tendering

3.1 The Tenderer shall bear all costs associated with the preparation and submission of

its TENDER, and the Commissioner, BBMP, herein after referred to as thePurchaser will in no case be responsible or liable for these costs, regardless of the

conduct or outcome of the Tender process.

3.2 All Tenders must be accompanied by Earnest Money Deposit as specified below

and submitted on or before the prescribed date, at place and time given in Section I


14/87



of this document. Tenders submitted without Earnest Money Deposit will be

summarily rejected

3.3 Interested and eligible Tenderers may obtain further information or clarification from

the Office of Additional Commissioner ( Health ), BBMP, N.R. Square, Bangalore-

560002. Phone: 22975591 & Medical officer of Health (MCH&FW) Dasappa

Hospital Compound, opp town hall SJP Rod Bangalore.

.

4. Tender Document

Contents of Tender Document

4.1 The Tender document for Implementation of Smart health insurance card program

for BPL families in Bangalore under BBMP jurisdiction comprises of:

1. Invitation for Tenders2. Instructions to Tenderers

3. General Conditions of the Contract

4. Description and scope of the contract and technical specifications

5. Special Conditions of the Contract

6. Schedule of requirements

7. Memorandum of Understanding and Power of Attorney

8. Tender Form & Price Schedule ( in Part-2 )

9. Earnest Money Deposit

10. Performance security Form

11. Details of experience Form

12. Capability Statement

13. Acceptance of implementation schedule

14. Undertaking

15. Details of Organization

16. Details of the smart card based programme management solutions.

17 Check lists of documents to be submitted in First Envelope

18. Form of contract agreement.

4.2 The Tenderer is expected to examine all instructions, forms, terms and

specifications in theTender Documents. Failure to furnish all information requiredby the Tender Documents or

submission of a TENDER not substantially responsive

to the Tender Documents in every respect will be at the Tenderer's risk and mayresult in rejection of its TENDER.

5. Clarification of Tender Document


15/87



5.1 A prospective Tenderer requiring any clarification of the Tender documents may

notify thePurchaser in writing or by telex or cable or fax at the Purchaser's mailingaddress indicated in the Invitation for Tenders. The Purchaser will respond in writing

or by telex or cable or fax or email to any request for clarification of the Tender

documents which it receives no later than 15 days prior to the deadline for

submission of Tenders prescribed by the Purchaser. Written copies of the

Purchaser's response (including an explanation of the query but without identifying

the source of inquiry) will be sent to all prospective Tenderers which have received

the Tender documents.

6. Amendment of Tender Document

6.1 At any time prior to the deadline for submission of Tenders, the Purchaser may, for

any reason, whether at its own initiative or in response to a clarification requested by

a prospective Tenderer, modify the Tender Documents by amendment.

6.2 All prospective Tenderers who have received the Tender documents will be notifiedof the amendment in writing or by cable or by fax or by email and will be binding on

them.

6.3 In order to allow prospective Tenderers reasonable time in which to take the

amendment into account in preparing their Tenders, the Purchaser may, at its

discretion, extend the deadline for the submission of Tenders.

7. Preparation of Tenders

Language of Tender

7.1 The Tender prepared by the Tenderer as well as all correspondence and documents

relating to the Tender exchanged by the Tenderer and the Purchaser, shall be

written in the English language. Supporting documents and printed literature

furnished by the Tenderer may be in another language provided they are

accompanied by an accurate translation of the relevant passages in the English

language in which case, for purpose of interpretation of the Tender, the translation

shall govern.

8. Documents (Comprising) the Tender:

8.1 The Tenderer must submit all the documents listed under clause 4 and othercertificate and documents as necessary along with the Tender form as perSection VII in the First Envelope, in order to qualify for consideration in theopening of the Second Envelope containing the PRICE SCHEDULE as per Part2 of the tender documents


16/87



9. Tender Form

9.1 The Tenderer shall complete the Tender Form and the appropriate Price Schedule

furnished in the tender documents, indicating the prices for various items/services

and automated management services.

10. Tender Prices

10.1 The Tenderer shall indicate on the Price Schedule the item prices and total tender

prices of the services it proposes to provide under the Contract. The tenderer shall

quote for the complete requirement of services specified in this contract on a single

responsibility basis, failing which such tenders will not be taken into account for

evaluation and will not be considered for award

10.2 The Tenderers break-up of the price components shall be in accordance with Part 2of the Tender documents.

10.3 Above will be solely for the purpose of facilitating the comparison of tenders by the

purchaser and will not in any way limit the Purchaser's right to contract on any of the

terms offered.

10.4. Prices quoted by the Tenderer shall be fixed for the Lump sum fixed prices for the

supply and Operation and maintenance items for the first year. From 2nd year on-

wards, the price increase shall be as per cl.10.4.1 described here-in. The total

contract period is for ten ( 10 ) years.

10.4.1 In the course of the contract period, add-on of smart cards for BPL family

members will be made yearly. From 2nd year on-wards, the total payment for

supply as well operation and maintenance price, unit price for each item will be

increased by 7.5% per year on a compounding basis.

11. Tender Currency

11.1 Prices shall be quoted in Indian Rupees:

12. Documents Establishing Tenders Eligibility and Qualification

12.1 The Tenderer shall furnish, as part of its tender, documents establishing the

Tenderers eligibility to Tender and its qualification to perform the contract if its

Tender is accepted. The Tender prepared by the Tenderer shall be submitted in

Two Envelopes comprising the following components:


17/87



12.2 FirstEnvelope shall contain:

Attested copies of documents showing that the Tenderer has the Financial,

Technical and Service capability necessary to perform the contract and meet the

criteria outlined in the qualification requirements and to fulfill this all Tenders

submitted shall include the following information:

i. Attested copies showing the legal status, place of registration and principal

place of business of the firm.

ii. CA certified documents showing that the tenderer had an average turnover of

Rs.250.0 Crores and net worth also Rs 250.0 Crore in any one year during the

past three financial years.

iii.Certificate from Client showing that the Tenderer is providing or provided smart

card based programme management.

iv.Copies of Sales tax Registration and Sales tax returns filed in the last financial

year.

v. Copies of acknowledgement of Income tax returns filed in the last three (3)

Financial years

vi. Copies of Audited financial Statements for last three (3) Financial years.

vii Details of the Organization as per Section XV including list of Technical

employees.

viii Details of smart card based management solutions as per Section XVI

ix. Tender form as per Section VII

x. Earnest Money Deposit for the prescribed sum of Rs. 11,00,000.00 (Rs.

Eleven lakh only )required as per clause 14.0

xi. Statement of past experience as per Section XI and capability statement as

per Section XII.

xii Format of Acceptance of Implementation schedule as per Section XIII

xiii. Undertaking as per Section XIV

xv. Checklist of Documents to be submitted in First Envelope as per Section XVII


18/87



xvi. MoU signed, if applicable as per Section XVIII and Power of Attorney as per

Appendix-A

12.3 The Second Envelope shall contain:

The rate quoted as per the Price schedule provided in Part 2 of the Tender

Documents. It is to be noted that the Tenderer has to Tender for the entire scope of

work.

13. Documents Establishing Goods' Eligibility and Conformity to Tender

Documents

13.1 Pursuant to ITT Clause 12, the Tenderer shall furnish, as part of its tender,

documents establishing the eligibility and conformity to the tender documents of all

goods and services which the tenderer proposes to supply on service basis under

the contract.

14. Earnest Money Deposit (EMD)

14.1 Any TENDER not in accordance with the Clause 8 above will be rejected.

14.2 The Earnest Money Deposit is required to protect the purchaser against risk of

Tenderersconduct, which would warrant the forfeiture of security.14.3 The Earnest Money Deposit of Rs. 11,00,000/- ( Rs. Eleven lakhs only ) shall be in

Indian Rupees and required to be submitted as per e.procurement norms

mentioned in Section-I: Invitation to Tenderers, Cl.4.0Of the total EMD amount of Rs. Eleven (11) lakhs,, Rs. 1,00,000/- ( Rupees one

lakh ) payment to be made through e-payment under any one of the four option,

thru Credit card, Direct debit, National Electronic Fund Transfer (NEFT), Over The

Counter (OTC) and the confirmation receipt shall be submitted alongwith the

tender.

Balance Rs. 10, 00,000/- ( Rupees Ten Lakhs ) by bank guarantee as per the

format attached in Section-XIX is to be issued by Nationalised /Scheduled Bank in

favour of The Commissioner, BBMP and shall be valid for 60 days beyond the

validity of the tender. The photocopy of the BG shall be scanned and submitted in

the e.portal alongwith the tender submission and the original BG shall be submitted

before the due date and time of the tender submission date.

However, any State or Central Government Undertaking Company participating in

this tender are exempted to submit the Earnest money deposit.


19/87



14.4 Any TENDER not secured in accordance with Clause 14.1 and 14.3 above will be

rejected by the Purchaser as non-responsive.

14.5 Unsuccessful Tenderers Earnest Money Deposit will be discharged/returned as

early as possible after the issue of the letter of award to the successful Tenderer.

14.6 Any Interlineations, erasures or overwriting shall be valid only if they are initialed by

the person or persons signing the TENDER.

14.7 The successful Tenderers Earnest Money Deposit will be adjusted towards

performance security to be furnished by the Tenderer before signing the contract

agreement

14.8 The Earnest Money Deposit may be forfeited:

(a) If a Tenderer withdraws his TENDER during the period of TENDER validity

specified by the Tenderer on the TENDER Form; or(b) In case of a successful Tenderer, if the Tenderer fails

(i) To sign the contract agreement and

(ii) To furnish performance security

15. Period of Validity of Tenders

15.1 Tenders shall remain valid for 120 days after the deadline date of Tender

submission. A TENDER valid for a shorter period shall be rejected by the

Purchaser as non-responsive.

15.2 In exceptional circumstances, the Purchaser may solicit the Tenderers consent to

an extension of the period of validity. The Earnest Money Deposit provided under

Clause 14 shall also be suitably extended. A Tenderer may refuse the request

without forfeiting its Earnest Money Deposit. A Tenderer granting the request will

not be required nor permitted to modify its TENDER.

16. Format and Signing of Tender

16.1 The Tenderer shall prepare two copies of the TENDER, clearly marking each

Original TENDER and Copy TENDER, as appropriate. In the event of any

discrepancy between them, the original shall govern.

16.2 The original and all copies of the TENDER shall be typed or written in indelible ink

and shall be signed by the Tenderer or a person or persons duly authorised to bind

the Tenderer to the Contract. The letter of authorisation shall accompany the

TENDER. All pages of the TENDER, except for un amended printed literature, shall

be initialed by the person or persons signing the TENDER.


20/87



16.3 The Tenderer shall submit the Price schedules in Part 2 of the Tender Documents

for the entire smart insurance health card service and management with automated

solution.

16.4 Any interlineations, erasing or over writings shall be valid only if they are initialed by

the person or persons signing the Tender.

17. Submission of Tenders

Sealing and Marking of Tenders

17.1 The Tenderer shall submit the Envelope in the following manner.

First Envelope which is sealed and should contain the original documents and

duplicate as mentioned in Clause 12.2 and also as explained in Clause 16, and

shall be super scribed as Technical Proposal: Implementation of Smart healthinsurance card program for BPL families in Bangalore under BBMP jurisdiction

Second Envelope which is sealed and should contain the original document and

duplicate of the Price Schedule as quoted by the Tenderer as per the details

mentioned vide Clause 12.3. and also explained in Clause 16 and shall be

super scribed as Commercial Proposal: Implementation of Smart healthinsurance card program for BPL families in Bangalore under BBMP jurisdiction.

The Tenderer shall seal the Original and each copy of the Tender in separate

inner envelopes, duly marking the envelopes as original and copy. He shall

then place all the inner envelop in an outer envelop ( First envelop and Second

envelop separately ).

17.2 a) The inner and outer envelops of the First and Second sealed Envelopes shall

be addressed to the purchaser at the following address:

The Additional Commissioner ( Health )

Bruhat Bengaluru Mahanagara Palike Commercial Complex

N.R. Square

Bangalore -560 002

b) Envelop should bear the Project name, the invitation for tenders (IFT) title and

number and statement Do not open before 4.30 p.m. on 23.06.2010


21/87



17.3 All the sealed envelopes as mentioned in clause 17.1 shall indicate the name and

address of the Tenderer to enable the purchaser to return the same unopened to

the Tenderers in case it is declared late.

17.4 If the two Envelopes are not sealed and marked as required by Clause 17 the

purchaser will assume no responsibility for the TENDERs misplacement or

premature opening.

18. Mode of submission of Tenders.

18.1 All documents pertaining to this tender must be electronically submitted ( on-line

through internet) within the date and time published in e-procurement portal. A

Hard Copy of the Tenders can be sent by Speed Post or Registered Post or

Courier or Dropped in the boxes separately for First Envelope and Second

Envelope kept at the above address in person.

18.2 Tenders sent by Telex or Fax or E-mail will be rejected.

18.3 Telex, cable or facsimile Tenders will be rejected.

19. Deadline for Submission of Tenders

19.1 The Tenders will be received by the Purchaser at the address specified under

Clause 17.2 not later than the time and date specified in the Invitation for Tenders

(Section I). In the event of the specified date for the submission of Tenders being

declared a holiday for the Purchaser, the Tenders will be received up to the

appointed time on the next working day.

19.2 If the Tenders are sent by Speed Post or Registered post or courier, it should reach

thepurchaser on or before the scheduled last Date and Time fixed for receipt ofTenders as perSection I. The purchaser shall not be responsible for any delay intransit when Tenders are sent through post/ Courier.

19.3 The Purchaser may, at its discretion, extend this deadline for submission of

Tenders by amending the TENDER Documents in which case all rights andobligations of the Purchaserand Tenderers previously subject to the deadline willthereafter be subject to the deadline asextended.

20. Late Tenders

20.1 Any TENDER received by the Purchaser after the deadline for submission of

Tendersprescribed by the Purchaser pursuant to Clause 19, will be rejected and/orreturned unopenedto the Tenderer.


22/87



21. Modification and Withdrawal of Tenders

21.1 The Tenderer may modify or withdraw its TENDER after the TENDERs

submission, provided that written notice of the modification or withdrawal isreceived by the Purchaser prior to the deadline prescribed for submission ofTenders

21.2 The Tenderers modification or withdrawal notice shall be prepared, sealed, marked

and dispatched in accordance with the provisions of Clause 17. A withdrawalnotice may also besent by Fax but followed by a signed confirmation copy, postmarked not later than thedeadline for submission of Tenders.

21.3 No TENDER can be modified subsequent to the deadline for submission of

Tenders.

21.4 No TENDER can be withdrawn in the interval between the deadline for submission

ofTenders and the expiration of the period of TENDER validity specified by theTenderer onthe TENDER Form. Withdrawal of a TENDER during this interval mayresult in theTenderers forfeiture of its Earnest Money Deposit.

22. Tender Opening and Evaluation of Tenders

Opening of Tenders by the Purchaser.

22.1 The Purchaser will open the FIRST ENVELOPE of the Tender, in the presence of

Tenderer or Tenderers representatives who choose to attend, at 4.00 P.M. on

21/07/2010

At the Office of The Additional Commissioner ( Health )

Bruhat Bengaluru Mahanagara Palike

N.R. Square,

Bangalore -560 002

The Tenderers or representatives who are present shall sign a register evidencing

their attendance. In the event of the specified date of TENDER opening being

declared a holiday for the Purchaser, the Tenders shall be opened at the appointed

time and location on the next working day.

22.2 The Tenderers Name, TENDER Modifications, or Withdrawals, TENDER prices,

Discounts and the presence or absence of the requisite Earnest Money Deposit

and such other details as the Purchaser, at its discretion, may consider appropriate

will be announced at the time of opening. No TENDER shall be rejected at

TENDER opening, except for late Tenders, which shall be returned unopened to

the Tenderer pursuant to Clause 20.


23/87



22.3 Tenders (and modifications sent pursuant to clause 21.2) that are not opened and

read out at TENDER opening shall not be considered further for evaluation,

irrespective of the circumstances.

22.4 The Purchaser will prepare minutes of the TENDER opening.

22.5 The Tenderer shall be responsible for properly super scribing and sealing the First

and Second Envelopes and the purchaser shall not be responsible for accidental

opening of Envelopes that are not properly super scribed and sealed as per Clause

17 before the time appointed for opening of Envelopes as per clause 22.

22.6 Second Envelope of unqualified Tenderers will be returned and will not be opened

under any circumstances.

22.7 The date on which SECOND ENVELOPE would be opened and the date and time

for the conduct of demonstration of some of the items ( for assessing theircapability as per the Technical specifications mentioned in Section V ) will be

intimated to the qualified Tenderers by the Purchaser on the day of opening of first

cover or on subsequent days through Telephone / Fax/Post/Telegram/

Phonogram/Courier/E-mail.

23. Clarification of Tenders

23.1 During evaluation of Tenders, the purchaser may, at its discretion, ask the

Tenderer for a clarification of its TENDER. The request for clarification and theresponse shall be inwriting.

24. Preliminary Examination

24.1 The purchaser will examine the tenders to determine whether they are complete,

whether any computational errors have been made, whether required sureties have

been furnished, whether the documents have been properly signed, and whether

the Tenders are generally in order.

24.2 Arithmetical errors will be rectified on the following basis. If there is a

discrepancybetween words and figures, the amount in words will prevail andthe Tender shall standcorrected to that effect. If the Tenderer does not acceptthe correction of errors, itsTender will be rejected.

24.3 The purchaser may waive any minor infirmity or non conformity or irregularity in

a Tender, which does not constitute a material deviation, provided such awaiver does notprejudice or affect the relative ranking of any Tenderer. NoTender can be modifiedsubsequent to the dead line for submission of tenders.


24/87



No tender can be withdrawn in the interval between the deadline forsubmission of tenders and the expiration of the period of tender validityspecified by the tenderer on the tender form. Withdrawal of atender during thisinterval may result in the tenderers forfeiture of its earnest moneydeposit.

24.4 Prior to the detailed evaluation, pursuant to Clause 23, the Purchaser will

determine the substantial responsiveness of each Tender to the Tender

Documents. For purposes of these Clauses, a substantially responsive Tender

is one which conforms to all the terms and conditions of the Tender Documents

without material deviations. Deviations from or objections or reservations to

critical provisions such as those concerning Performance Security, Warranty,

Applicable Law and Taxes and Duties will be deemed to be a material

deviation. The purchasers determination of a Tenders responsiveness is to be

based on the contents of the Tender itself without recourse to extrinsic

evidence.

24.5 If a tender is not substantially responsive, it will be rejected by the Purchaserand shall not subsequently be made responsive by the Tenderer by correction

of the nonconformity.

25. Evaluation and Comparison of Tenders

25.1 The Purchaser's evaluation of a tender will exclude and not take into account:

Any allowance for price adjustment during the period of execution of the

Contract,if not provided in the tender.26. Contacting the Purchaser

26.1 Subject to ITT Clause 23, no Tenderer shall contact the Purchaser on any

matterrelating to its tender, from the time of the tender opening to the time theContract isawarded. If the tenderer wishes to bring additional information tothe notice of thepurchaser, it should do so in writing.

26.2 Any effort by a Tenderer to influence the Purchaser in its decisions on tenderevaluation, tender comparison or contract award may result in rejection of theTenderer's tender.


25/87



27. Award of Contract

Post qualification

27.1 In the absence of prequalification, the Purchaser will determine to its

satisfaction whether the Tenderer that is selected as having submitted thelowest evaluated responsive tender meets the criteria specified in Clause 2.4and document as per Clause 12.2 and is qualified to perform the contractsatisfactorily.

28. Award Criteria

28.1 Subject to ITT Clause 30, the Purchaser will award the Contract to the

successfulTenderer whose tender has been determined to be substantiallyresponsive and hasbeen determined as the lowest evaluated tender, providedfurther that the Tenderer isdetermined to be qualified to perform the Contractsatisfactorily.

29. Purchaser's right to vary Quantities at Time of Award

29.1 The Purchaser reserves the right at the time of Contract award to

increase/decrease up to any extent as will be required of the total services

originally specified in the Schedule of Requirements without any change in unit

price or other terms andconditions. However the unit price quoted will remainvalid during the course of contract period. Also, the work order may be issued

into nos. of work orders and will be issued during the course of contract period

as and when services will be required by BBMP.

30 . Purchaser's Right to Accept Any Tender and to Reject Any or All Tenders

30.1 The Purchaser reserves the right to accept or reject any tender, and to annul

theTender process and reject all tenders at any time prior to contract award,withoutthereby incurring any liability to the affected Tenderer or Tenderers.

31. Notification of Award

31.1 Prior to the expiration of the period of tender validity, the Purchaser will notify

thesuccessful tenderer in writing by registered letter or by cable/telex or fax, tobeconfirmed in writing by registered letter, that its tender has been accepted.

31.2 The notification of award will constitute the formation of the Contract.

31.3 Upon the successful Tenderer's furnishing of performance security pursuant toITTClause 33, the Purchaser will promptly notify the name of the winning


26/87



Tenderer toeach unsuccessful Tenderer and will discharge its earnest moneydeposit, pursuant toITT Clause 14.

31.4 If, after notification of award, a Tenderer wishes to ascertain the grounds on

which its tender was not selected, it should address its request to the

Purchaser. The Purchaser will promptly respond in writing to the unsuccessful

Tenderer.

32. Signing of Contract

32.1 At the same time as the Purchaser notifies the successful Tenderer that its

TENDER has been accepted, the Purchaser will send the Tenderer the

Contract Form, provided in the Tender Document incorporating all agreement

between the parties.

32.2 Within twenty one (21) days of receipt of the Contract Form, the successful

Tenderer shall sign and date the Contract and return it to the Purchaser. Anyincidental expenses of execution of agreement shall be borne by thesuccessful Tenderer(s). Hereafter the successful Tenderershall be referred toas Contractor.


33.1 The Contractor will be required to furnish the performance security in the

following manner :

i. 5% of the total contract value as PerformanceSecurity in accordance with theConditions of Contract in the form of Bank Guarantee valid for one (1 ) yearfrom the contract agreement signing date drawn in favour of the Commissioner,

Bruhat Bengaluru Mahanagara Palike, Bangalore, shall be submitted within 21

(Twenty one days) of receipt of the notification of award of contract. ThePerformance Security is to be furnished prior to the signing of contract

agreement bythe Contractor. The EMD amount may be adjusted against thesubmission of this performance guarantee.

ii. On expiry of the one (1) year satisfactory performance, 3% out of the total 5%

Performance security will be released and balance 2% of the total contract

value will be retained as performance security through out the entire period ofcontract.

iii. Every year 5% of the amount of total annual Operation and

maintenance/service charge shall be submitted as Performance security by way

of a Bank Guarantee which will be renewable yearly.


27/87



iv. The Performance Security will be discharged by the Purchaser and returned to

the Contractor not later than 60 days following the date of completion of the

Tenderer's performance obligations, including any Warranty obligations, under

the Contract

33.2 Failure of the successful Tenderer to comply with the requirement of Clause

32.2 or Clause 33.1 shall constitute sufficient grounds for the annulment of the

award and forfeiture of the earnest money deposit, in which event thePurchaser may make theaward to the next lowest evaluated Tenderer or callfor new tenders.

33.3 The performance security furnished by the successful Tenderer in respect of

his/her TENDER will be returned to him/her at the end of the contract period

subject to the satisfactoryperformance of the contractual obligations.33.4 If the successful Tenderer after signing the contract agreement fails to perform

any contractual obligation, the Performance Security furnished by theContractor will be forfeited.

34 Corrupt or Fraudulent Practices

34.1 BBMP requires that Tenderers/ Tenderers/ Contractors observe the highest

standard of ethics during the procurement and execution of Government

financed contracts. In pursuance of this policy, BBMP :

(a) defines, for the purposes of this provision, the terms set forth as follows :

(i) corrupt practice means the offering, giving, receiving or soliciting of any

thing of value to influence the action of a public official in the procurementprocess or incontract execution; and(ii) fraudulent practice means a misrepresentation of facts in order to

influence aprocurement process or the execution of a contract to the detrimentof theGovernment, and includes collusive practice among Tenderers (prior toor aftertender submission) designed to establish tender prices at artificial non-competitive levels and to deprive the Government of the benefits of free andopen competition;

(b) will reject a proposal for award if it determines that the Tenderer

recommended for award has engaged in corrupt or fraudulent practices incompeting for the contractin question;


28/87



(c) will declare a firm ineligible, either indefinitely or for a stated period of time, to

beawarded a Government financed contract if it at any time determines thatthe firm hasengaged in corrupt or fraudulent practices in competing for, or inexecuting, aGovernment financed contract.34.2 Furthermore, Tenderers shall be aware of the provision stated in sub-

clauses of the General Conditions of Contract.

35. ACCEPTANCE OR REJECTION OF TENDERS:

a) The Commissioner at Bruhat Bengaluru Mahanagara Palike, Bangalore

reserves the right to accept or reject any TENDER and to annul the Tender

process and reject all Tenders at any time prior to award of contract, without

thereby incurring any liability or any obligation to inform the affected Tenderer

or Tenderers of the grounds for the said action.

b) Any TENDER with incomplete information is liable for rejection.

c) For each category of pre qualification criteria, the documentary evidence is

to beproduced duly attested by the contractor, serially numbered and enclosedwith theTenders. If the documentary proof is not enclosed for any/all criteriathe TENDER isliable for rejection.d) If any information given by the contractor is found to be false/fictitious, the

contractorwill be debarred for 3-years from participating in any other Tendersof Government ofKarnataka.


29/87



SECTION III: GENERAL CONDITIONS OF CONTRACT

TABLE OF CLAUSES

Clause No. Item description

1. Definitions

2. Application

3. Standards

4. Use of Contract Documents and Information;

Inspection and Audit by Government

5. Patent Rights


7. Inspection and Tests

8. Delivery and Documents

9. Delivery of Goods on service basis

10. Transportation11. Incidental Services

12. Spare Parts

13. Warranty

14. Payment

15. Prices

16. Change Orders

17. Contract Amendments

18. Assignment

19. Subcontracts

20. Delays in Tenderer's Performance

21. Liquidated Damages

22. Termination for Default

23 Survival

24. Force Majeure

25. Settlement of Disputes

26. Limitation of Liability

27. Governing Language

28. Applicable Law

29. Notices

30 Taxes and Duties

31 Agreement


30/87



SECTION III GENERAL CONDITIONS OF CONTRACT

1. Definitions

1.1 In this Contract, the following terms shall be interpreted as indicated:

(a) "The Contract" means the agreement entered into between the Purchaser and

the Tenderer, as recorded in the Contract Form signed by the parties, including

all the attachments and appendices thereto and all documents incorporated by

reference therein;

(b) "The Contract Price" means the price payable to the Tenderer under the

Contract for the full and proper performance of its contractual obligations;

(c) "The Goods" means all the equipment, machinery, and/or other materials which

the Tenderer is required to supply to the Purchaser under the Contract;

(d) "Services" means services ancillary to the supply of the Goods, such as

transportation and insurance, and any other incidental services, such as

installation, commissioning, provision of technical assistance, training and other

obligations of the Tenderer covered under the Contract;(e) GCC means the General Conditions of Contract contained in this section.

(f) SCC means the Special Conditions of Contract.

(g) The Purchaser means Commissioner at Bruhat Bengaluru Mahanagara

Palike, Bangalore .Government of Karnataka.

(h) The Tenderer means the individual or firm providing the services and goods if

any under this Contract.

(i) The Government means the Government of Karnataka State.

(j) Day means calendar day.

2. Application

2.1 These General Conditions shall apply to the extent that they are not superseded byprovisions in other parts of the Contract.

3. Standards

3.1 The equipments installed under this Contract shall conform to the standards

mentioned in the Technical Specifications.

3.2 Supply of computer hardware, software and connected accessories for smart

health insurance card management system:

a) The contractor(s) shall supply to BBMP all required Hardware, application

Software and accessories, install and commission and provide smart card

based management services for the BPL families in accordance with the

Technical Specifications. They should comply with all the required tests as per

standard and accepted norms, satisfactorily. The Contractor(s) shall ensure


31/87



timely delivery and commissioning of the Services as per the implementation

schedule given in the contract.

b) The installation and maintenance of the Systems shall be done at the risk and

cost of the Contractor.

c) If the supply, installation and commissioning of the system is not effected before

the specified period from the date of signing of contract as per specifications,

Commissioner at Bruhat Bengaluru Mahanagara Palike, Bangalore,

.Governement of Karnataka, shall have the right to cancel the contract and take

such other action as may be deemed fit at the risk and cost of the Contractor.

d) If any manufacturing or other technical defects are found within the contract

period from the date of acceptance of the system, the same will have to be

replaced or rectified free of cost by the Contractor.

e) The contractor shall supply / use Licensed versions of the software and shall be

held liable for any consequent action arising out of patent/intellectual property

right violations and Commissioner at Bruhat Bengaluru Mahanagara Palike,

Bangalore Government of Karnataka, shall not be liable for any liabilities or

damages arising thereof.f) The contractor will not be permitted to operate from any other premises other

than from the one provided by the Government to the contractor for this

purpose.

g) The Contractor should maintain all the required equipments including

Hardware, Software and other infrastructure supplied in proper working

condition through out the contract period of five ( 5 ) Years.

h) The agency should insure all the required equipments supplied by it against the

loss or damage due to Fire or Theft or Accident or due to any unforeseen

circumstances during the project period of five ( 5 ) Years.

4. Use of Contract Documents and Information; Inspection and Audit by the

Government

4.1 The Tenderer shall not, without the Purchaser's prior written consent, disclose theContract, or any provision thereof, or any specification, plan, drawing, pattern,

sample or information furnished by or on behalf of the Purchaser in connection

therewith, to any person other than a person employed by the Tenderer in

performance of the Contract. Disclosure to any such employed person shall be

made in confidence and shall extend only so far as may be necessary for

purposes of such performance.

4.2 The Tenderer shall not, without the Purchaser's prior written consent, make use of

any document or information enumerated in GCC Clause 4.1 except for purposes

of performing the Contract.

4.3 Any document, other than the Contract itself, enumerated in GCC Clause 4.1 shall

remain the property of the Purchaser and shall be returned (in all copies) to the


32/87



Purchaser on completion of the Tenderer's performance under the Contract if so

required by the Purchaser.

4.4 The Tenderer shall permit the Government to inspect the Tenderers accounts and

records relating to the performance of the Tenderer and to have them audited by

auditors appointed by the Government, if so required by the Government.

5. Patent Rights

5.1 The Tenderer shall indemnify the Purchaser against all third-party claims of

infringement of patent, trademark or industrial design rights arising from use of the

Goods or Services in any part thereof in India.


6.1 The successful Bidder will be required to furnish the as per the cl. no. 33.0 of ITT.

6.2 If the Successful Bidder fails to furnish the Performance Security within 21 (Twenty

one) days and sign the contract agreement the bid security furnished by such

bidder will be forfeited.

6.3 The performance security furnished by the successful Bidder in respect of his bid

will be returned to him at the end of the contract period subject to the satisfactory

performance of the contractual obligations.

6.4 If the successful Bidder after signing the contract agreement fails to perform anycontractual obligation, his Performance Security mentioned above will be forfeited.

6.5 The proceeds of the performance security shall be payable to the Purchaser as

compensation for any loss resulting from the Tenderer's failure to complete its

obligations under the Contract.

6.6 The Performance Security shall be denominated in Indian Rupees and shall be in

one of the following forms:

(a) A Bank guarantee or irrevocable Letter of Credit, issued by a nationalized/

scheduled bank in the form provided in the tender documents or another form

acceptable to the Purchaser; or

(b) A cashier's check or Bankers certified check, or crossed demand draft or payorder drawn in favour of the Purchaser.; or

(c) Specified small savings instruments pledged to the Purchaser.

7. Inspections and Tests


33/87



7.1 The Purchaser or its representative shall have the right to inspect and/or to test

the Goods on Service basis to confirm their conformity to the Contract

specifications at no extra cost to the Purchaser. SCC and the Technical

Specifications shall specify what inspections and tests the Purchaser requires and

where they are to be conducted. The Purchaser shall notify the Tenderer in writing

in a timely manner of the identity of any representatives retained for these

purposes.

7.2 The inspections and tests may be conducted on the premises of the Tenderer or itssubcontractor(s), at point of delivery and/or at the Goods on service basis on final

destination. If conducted on the premises of the Tenderer or its subcontractor(s),

all reasonable facilities and assistance, including access to drawings and

production data shall be furnished to the inspectors at no charge to the

Purchaser.

7.3 Should any inspected or tested Services or Goods on service fail to conform to the

specifications, the Purchaser may reject the Services or goods on service basisand the Tenderer shall either replace the rejected Services or Goods on Service

basis or make alterations necessary to meet specification requirements free of

cost to the Purchaser.

7.4 Nothing in GCC Clause 7 shall in any way release the Tenderer from any warranty

orother obligations under this Contract.7.5 Acceptance Certificates:

7.5.1 On successful completion of acceptability test, receipt of deliverables etc, and

after the purchaser is satisfied with the working of the services and the

equipments used for the services, the acceptance certificate signed by the

Tenderer and the representative of the purchaser will be issued. The date on

which such certificate is signed shall be deemed to be the date of successful

commissioning of the Services.

8. Delivery and Documents

8.1 Delivery of the Goods on service basis shall be made by the Tenderer in

accordance with the terms specified by the Purchaser in the Notification of Award.

9. Delivery of Goods, on service basis.

9.1 The Contractor would be responsible for the Goods, on service basis, supplied

under the Contract against loss or damage incidental to manufacture or

acquisition, transportation, storage and delivery.


34/87



10. Transportation

10.1 Where the Tenderer is required under the Contract to transport the Goods, on

service basis, to a specified place of destination within Project site, transport to

such place of destination under BBMP Jurisdiction, as shall be specified in the

Contract, shall be arranged by the Tenderer, and the related cost shall be

included in the Contract Price.

11. Incidental Services

11.1 The Tenderer may be required to provide any or all of the following services,

including additional services, if any, specified in SCC:

(a) Performance or supervision of the on-site assembly and/or start-up of the

supplied Goods ,on service basis;

(b) furnishing of tools required for assembly and/or maintenance of the supplied

Goods, on service basis ;(c) Furnishing of detailed operations and maintenance manual for each

appropriate Equipment for providing Service;

(d) Performance or supervision or maintenance and/or repair of the supplied

Goods/Equipments ,on service basis, for a period of time agreed by the

parties, provided that this service shall not relieve the Tenderer of any Service

obligations under this Contract; and

(e) Training of the Purchaser's personnel, at the Tenderer's plant and/or on-site,

in assembly, start-up, operation, maintenance and/or repair of the supplied

Goods, on service basis.

11.2 Prices charged by the Tenderer for incidental services, if not included in the

Contract Price for the Goods, on service basis, shall be agreed upon in advance

by the parties and shall not exceed the prevailing rates charged to other parties

by the Tenderer for similar services.

12. Spare Parts

12.1 As specified in the SCC, the tenderer will be responsible to provide any or all of

the materials as required, notifications, and information pertaining to spare parts

manufactured or distributed by the tenderer:

13. Warranty of services

13.1 The tenderer is to provide the complete support for the contract period of five (5)

years for all the equipments, hardwares, softwares including updation which will

be supplied to BBMP for their use,


35/87



14. Payment

14.1 The Schedule of requirements and payment terms are explained in Section VI.

14.2 Payment shall be made in Indian Rupees.

15. Prices

15.1 Prices payable to the Tenderer as stated in the contract shall be as mentioned in

CL. no.10.0 of ITT.

16. Change Orders

16.1 The Purchaser may at any time, by written order given to the Tenderer pursuant to

GCC Clause 31, make changes within the general scope of the Contract in any

one or more of the following:

(a) the place of delivery; and/or(b) the Services to be provided by the Tenderer.

16.2 If any such change causes an increase or decrease in the cost of, or the time

required for, the Tenderer's performance of any provisions under the Contract, an

equitable adjustment shall be made in the Contract Price or delivery schedule, or

both, and the Contract shall accordingly be amended. Any claims by the Tenderer

for adjustment under this clause must be assessed within thirty (30) days from

the date of the Tenderer's receipt of the Purchaser's change order.

17. Contract Amendments

17.1 Subject to GCC Clause 17, no variation in or modification of the terms of the

Contract shall be made except by written amendment signed by the parties.

18. Assignment

18.1 The Tenderer shall not assign, in whole or in part, its obligations to a Third party to

perform under the Contract, except with the Purchaser's prior written consent.

19. Subcontracts

19.1 The contractor shall notify the purchaser in writing of all subcontracts awarded

under clause 18 of Section III of this contract. Such notification, in his original

tender or later, shall not relieve the Contractor from any liability of obligation

under the contract.

19.2 Subcontracts must comply with the provisions of GCC Clause 2.


36/87



20. Delays in the Tenderer's Performance

20.1 Delivery of the Goods, on service basis, and performance of the Services shall be

made by the Tenderer in accordance with the time schedule specified by the

Purchaser in the Schedule of Requirements.

20.2 If at any time during performance of the Contract, the Tenderer or its sub-

contractor(s) should encounter conditions impeding timely delivery of the services

or Goods on service basis and performance of Services, the Tenderer shall

promptly notify the Purchaser in writing of the fact of the delay, its likely duration

and its cause(s). As soon as practicable after receipt of the Tenderers notice, the

Purchaser shall evaluate the situation and may, at its discretion, extend the

Tenderers time for performance with or without liquidated damages, in which

case the extension shall be ratified by the parties by amendment of the Contract.

20.3 Except as provided under GCC Clause 24, a delay by the Tenderer in theperformance of its delivery obligations shall render the Tenderer liable to the

imposition of liquidated damages pursuant to GCC Clause 21, unless an

extension of time is agreed upon pursuant to GCC Clause 20.2 without the

application of liquidated damages.

21. Liquidated Damages

21.1 Subject to GCC Clause 24, if the Tenderer fails to deliver any or all of the Goods

or to perform the Services within the period(s) specified in the Contract, the

Purchaser shall, without prejudice to its other remedies under the Contract,

deduct from the Contract Price, as liquidated damages, a sum equivalent to 0.5%

of the delivered price of the delayed Goods or unperformed Services for each

week or part thereof of delay until actual delivery or performance, up to a

maximum deduction of 5% of the delivered price for the delayed Goods.

21.2 No liquidated damages shall be payable by the Contractor on account of non-

fulfilment of any of the duties, functions or responsibilities of BBMP under the

Contract.

21.3 BBMP shall give a notice to the Contractor and direct the Contractor to effect

payment of the liquidated damages within a specified period of not more thanthirty (30) days. In the event of failure of the Contractor to effect payment of the

liquidated damages to BBMP with the specified period, BBMP shall be entitled to

invoke the Performance Security to recover the liquidated damages without any

prior notice to the Contractor or deduct from the Contractors Entitlement

payments.


37/87



22. Termination for Default

22.1 Termination by BBMP

At any time during the Term, BBMP may terminate the Contract for any or

all scope, by written notice to the Contractor ("Termination Notice") only underthe events (each ContractorsEvents of Default) set out as under;

(a) If the Contractor fails to comply with a Notice to Correct in accordance with

Clause 29 herein below within the period specified therein, and further additional

period of 60 (sixty) days thereof. In such an event BBMP shall call for a report

from a committee appointed by it on the default and the circumstances

surrounding it. The committee shall submit its report along with recommended

course of action, within thirty (30) days after considering all the circumstances

and events which lead to such default. Based on the committees report, BBMP

will provide the Contractor a final opportunity to rectify the default within a

reasonable time period of not less than 30 days, failing which BBMP shall beentitled to issue the Termination Notice

(b) If the Contractor becomes bankrupt or insolvent, has a receiving or administration

order made against it, compounds with its creditors otherwise than in the normal

course of its business.

It is further clarified that BBMP can terminate the Contract only with respect to a

specific scope where any Event of Default has occurred and remained uncured.

The Contract shall, however, remain valid, binding and enforceable with respect

to other scope of activities where the Contract survives. In case of termination of

the Contract with respect to specific scope of activities, BBMP shall make the

Termination Payments to the Contractor in terms of Clause 22.4 in relation to

such scope of activities.

22.2Termination by the Contractor

The Contractor may immediately terminate the Contract by a written Termination

Notice to BBMP on occurrence of any of the events ( each BBMP Events of

Default) specified in sub-Clause (a) to (c) below

(a) If BBMP fails to comply with a Notice to Correct served upon it by the Contractor

under Clause 29.4 or

(b) If BBMP fails to make payment required to be made under the Contract

continuously for 3 (three) months; or

(c) If as the result of Force Majeure, the Contractor is unable to implement the

Contract for a period of not less than 180 (one hundred and eighty) days.


38/87



It is clarified that under sub-Clause (a) and (b), the Contractor may terminate the

Contract only with respect to such scope of activities for which the Notice to

Correct has not been complied with by BBMP or in respect of which the

Contractor is unable to implement the Contract in material respect due to Force

Majeure.

Where the Contractor terminates the Contract only with respect to a specificscope, the Contract shall remain valid, binding and enforceable with respect to

other scope of activities where the Contract survives. In case of termination of

the Contract with respect to specific scope, BBMP shall make the Termination

Payments to the Contractor in terms of Clause 22 in relation to such scope of

activities.

22.3 Consequences of Termination

22.4 Termination Payment and others

Upon termination of the Contract under Clause 22, BBMP shall be entitled to:

(a) Invoke the Performance Security where the termination is made by BBMP on

account of the Contractor Event of Default under Clause 22.2.

(b) Upon Termination by the Contractor on account of an Event of Default byBBMP, the Contractor shall be entitled to receive from BBMP by way ofTermination Payment a sum which is aggregate of the fair value of the ProjectAssets of the Contractor, 100% of the outstanding payment as certified by thestatutory auditors of the Contractor and the fair value of the Project, arrived at

by using established valuation methods like DCF, book value, comparablemethods etc assessed by an independent reputed agency like E&Y, PWC,KPMG etc. taking into consideration the balance Contract Period.

(c) Upon Termination by BBMP on account of an Event of Default by theContractor , the Contractor shall be entitled to receive from BBMP by way ofTermination Payment a sum which is equal to 100% of the outstanding paymentas certified by the statutory auditors of the Contractor;

(d) In the event of any dispute/ disagreement on the extent of TerminationPayment, matter shall be finally settled in accordance with the disputeresolution procedure as set out in Clause 26;

(e) The fair value Project assets of the Contractor shall be determined by the

statutory auditors within 30 days of Termination Notice;

(f) Termination Payments: The Termination Payment pursuant to the Contractshall become due and payable to the Contractor by BBMP within 60 (sixty) daysof a demand being made by the Contractor with the necessary particulars dulycertified by the statutory auditors. In the event of any delay in the payment ofthe same, interest would be payable on the amount due and outstanding at theDefault Rate.


39/87



(g) All the assets of the Contractor used in relation to the Project shall be handedover to the BBMP at the time of handing over and upon such handing over shallbecome the property of BBMP.

22.5 Notwithstanding anything to the contrary contained in the Contract, any

Termination pursuant to the provisions of the Contract shall be without prejudiceto accrued rights of either Party including its right to claim and recover money

damages and other rights and remedies which it may have in law or contract.

All rights and obligations of either Party under the Contract, including without

limitation Termination Payments, shall survive the Termination of the Contract

to the extent such survival is necessary for giving effect to such rights and

obligations.

23. Survival

(a) Termination of the Contract

(i) Shall not relieve the Contractor or BBMP of any obligations hereunder

which expressly or by implication survive Termination;

(ii) Except as otherwise provided in the Contract expressly limiting the

liability of either Party, shall not relieve either Party of any obligations or

liabilities for loss or damage to the other Party arising out of or caused by

acts or omissions of such Party prior to the effectiveness of such

Termination or arising out of such termination;

(b) All obligations surviving the cancellation, expiration or Termination of the

Contract shall only survive for a period of 3 ( three) years following the date of

such Termination or expiry of the Contract.

24. Force Majeure

24.1 Force Majeure Event

As used in this Agreement, a Force Majeure Event shall mean occurrence in

India of any or all of political event, non political event, and Indirect Political

Event as defined in Clauses 24 respectively hereinafter which prevent the

Contractor claiming Force Majeure (the "Affected Party" ) from performing its

obligations under this Agreement and which act or event is

(a) beyond the reasonable control and not arising out of the fault of the Affected

Party;


40/87



(b) the Affected Party has been unable to overcome such act or event by the

exercise of due diligence and reasonable efforts, skill and care, including

through expenditure of reasonable sums of money; and

(c) has a Material Adverse Effect on the Project.

24.2 Non Political Force Majeure Events

For purposes of Clause 24, Non Political Events shall mean one or more of thefollowing acts or events:

(a) Acts of God or events beyond the reasonable control of the Affected Partywhich could not reasonably have been expected to occur and against which anexperienced party could not reasonably be expected to take precautions,exceptionally adverse weather conditions, lightning, earthquake, cyclone, flood,volcanic eruption or fire to the extent originating from a source external to theSite or beyond design specifications;

(b) Radioactive contamination or ionising radiation; oil spills, chemical spills;

(c) Strikes, lock outs or boycotts (other than those involving the Contractor,Contractors or their respective employees/representatives or attributable to anyact or omission of any of them) interrupting supplies and services to the Projectfor a period exceeding a continuous period of 7 (seven) days in an AccountingYear, and not being an Indirect Political Event set forth in Clause 24.3;

(d) Any event or circumstance of a nature analogous to any of the foregoing.

24.3 Indirect Political Force Majeure Events

For purposes of Clause 24, Indirect Political Event shall mean one or more ofthe following acts or events:

(a) An act of war (whether declared or undeclared), invasion, armed conflict or actof foreign enemy, blockade, embargo, riot, insurrection, terrorist or militaryaction;

(b) Non availability of Power or stoppages of power or Load shedding for acontinous period beyond the back-up period due to any reason not attributableto Contractor

(c) Industry wide or state wide or India wide strikes or industrial action;

(d) Loss of or serious accidental damage to the Project Assets;

(e) Epidemic. sabotage, terrorism or the threat of such acts.

(f) Any judgment or order of any court of competent jurisdiction or statutoryauthority in India made against the Contractor in any proceedings for reasonsother than failure of the Contractor to comply with any Applicable Law or


41/87



Applicable Permits or on account of breach thereof, or of any contract, orenforcement of this Agreement or exercise of any of its rights under thisAgreement by BBMP; or

24.4 Political Force Majeure Events

For purposes of Clause 24, Political Force Majeure Event shall mean one ormore of the following acts or events:

(a) Change in Law;

(b) Expropriation or compulsory acquisition by any Governmental Agency of anyProject Assets or rights of the Contractor; or

(c) Unlawful or un-authorized or without jurisdiction revocation of, or refusal torenew or grant without valid cause any consent or approval required by theContractor or any of the Contractors to perform their respective obligationsunder the Project Agreements, provided that such delay, modification, denial,

refusal or revocation did not result from the Contractors or any Contractorsinability or failure to comply with any condition relating to grant, maintenance orrenewal of such consents or permits.

24.5 Effect of Force Majeure Event after signing of agreement

Upon occurrence of any Force Majeure Event after the signing of contractagreement, the following shall apply:

(a) Where a Force Majeure Event occurs after the contract signing date, theContractor shall continue to make all reasonable efforts to perform, execute theProject, and the Contract Period shall be extended by the period for which the

performance and execution of the Project remains suspended on accountthereof; and

(b) Costs arising out of or concerning such Force Majeure Event shall be borne inaccordance with the provisions of Clause 24.6.

24.6 Allocation of costs during subsistence of Force Majeure

Subject to the provisions of Clause 24 upon occurrence of a Force MajeureEvent after the contract agreement signing date, the costs arising out of suchevent shall be allocated as follows:

(a) When the Force Majeure Event is a Non Political Event, the Parties shall beartheir respective costs and neither Party shall be required to pay to the otherParty any costs arising out of any such Force Majeure Event;

(b) Where the Force Majeure Event is an Indirect Political Event or Political ForceMajeure Event, the costs attributable to such Force Majeure Event and directlyrelating to the Project (the Force Majeure Costs) shall be borne by BBMP,except to the extent reimbursed to the Contractor under any Insurance Cover.


42/87



24.7 In the event of Force Majeure, the Contractor shall promptly notify BBMP inwriting of such conditions and the cause thereof. Each Party shall, at its owncost, take all steps reasonably required to remedy and mitigate the effects ofthe Force Major Event and restore its ability to perform its obligations under thisAgreement as soon as reasonably practical. The Parties shall consult with each

other to determine the reasonable measures to be implemented to minimize thelosses of each Party resulting from the Force Majeure Event. The Party affectedby Force Majeure shall keep the other Parties informed of its efforts to remedythe effect of the Force Major event and shall make reasonable efforts tomitigate such event on a continuous basis and shall provide written notice of theresumption of performance hereunder.

The Contractor shall make necessary claim applications to the insurancecompany to claim insured sum for damage to Project Assets.

25. Settlement of Disputes

25.1 The Purchaser and the Tenderer shall make every effort to resolve amicably bydirect informal negotiation any disagreement or dispute arising between them

under or in connection with the Contract.

25.2 If, after thirty (30) days, the parties have failed to resolve their dispute or

difference by such mutual consultation, then either the Purchaser or the

Tenderer may give notice to the other party of its intention to commence

arbitration, as hereinafter provided, as to the matter in dispute, and no

arbitration in respect of this matter may be commenced unless such notice is

given.

25.2.1 Any dispute or difference in respect of which a notice of intention to commence

arbitration has been given in accordance with this Clause shall be finally settled

by arbitration. Arbitration may be commenced prior to or after delivery of the

Goods or services under the Contract.

25.2.2 Arbitration proceedings and the dispute settlement shall be conducted inaccordance with the rules of procedure as described below. The venue of thearbitration shall be in Bangalore and the language prevailing shall be English.

(a)