REQUEST FOR PROPOSAL (RFP) - IDBI Bank...IDBI Bank Limited RFP For Core Banking System Upgrade / Migration Page 6 of 128 RFP No: IDBI / PCell /RFP / 2015-16/026/ 25-Jan-2016 Document

IDBI Bank Limited RFP For Core Banking System Upgrade /

Migration

Page 1 of 128 RFP No: IDBI / PCell /RFP / 2015-16/026/ 25-Jan-2016

REQUEST FOR PROPOSAL (RFP)

FOR

Core Banking System Upgrade / Migration

(Finacle 10.x Migration)

RFP No: IDBI/PCell/RFP/2015-16/026

Date: 25th January 2016


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Disclaimer

The information contained in this Request for Proposal (RFP) document or information provided

subsequently to Bidder(s) or applicants whether verbally or in documentary form by or on behalf of IDBI

Bank Limited (IDBI Bank), is provided to the Bidder(s) on the terms and conditions set out in this RFP

document and all other terms and conditions subject to which such information is provided.

This RFP document is not an agreement and is not an offer by IDBI Bank. This RFP is to invite proposals

from applicants who are qualified to submit the Bids (“Bidders”). The purpose of this RFP is to provide

the Bidder(s) with information to assist the formulation of their proposals. This RFP does not claim to

contain all the information each Bidder may require. Each Bidder may conduct its own investigations

and analysis and is free to check the accuracy, reliability and completeness of the information in this

RFP and where necessary obtain independent advice. IDBI Bank makes no representation or warranty

and shall incur no liability under any law, statute, rules or regulations as to the accuracy, reliability or

completeness of this RFP.

The information contained in the RFP document is selective and is subject to updating expansion,

revision and amendment. It does not purport to contain all the information that a Bidder may require.

IDBI Bank reserves the right or discretion to change, modify, add to or alters any or all of the provisions

of this RFP document and / or the bidding process, without assigning any reasons, whatsoever. Such

change will be intimated to all Bidders. Any information contained in this RFP document will be

superseded by any later written information on the same subject made available to all recipients by IDBI

Bank.

IDBI Bank may in its absolute discretion, but without being under any obligation to do so, update,

amend or supplement the information in this RFP. IDBI Bank reserves the right to reject any or all the

expression of interest / proposals received in response to this RFP document at any stage without

assigning any reason whatsoever. The decision of IDBI Bank shall be final, conclusive and binding on all

the parties.


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TABLE OF CONTENTS

Document Control Sheet ....................................................................................................... 6

Disclaimer ............................................................................................................................. 7

Section1: Introduction .......................................................................................................... 8

1. Background ................................................................................................................ 8

2. Overview ................................................................................................................... 8 3. Eligibility Criteria / Preliminary Examination ................................................................ 9

4. Terminologies and Abbreviations ................................................................................ 11

Section 2: Invitation for bids .............................................................................................. 13

1. Invitation for Bids ..................................................................................................... 13 2. Due Diligence ........................................................................................................... 13 3. Cost of Bidding ......................................................................................................... 13

4. Cost of RFP / Bid document ....................................................................................... 13

5. Content of Bidding / RFP Document ........................................................................... 13

6. Clarification of Bidding Documents ............................................................................ 14 7. Amendment of Bid Document / RFP Document ........................................................... 14

Section 3: Instruction to Bidders (ITB) .............................................................................. 15

1. Language of Bid ........................................................................................................ 15

2. Clarifications on bid Document / RFP ......................................................................... 15

3. Documents constituting the Bid .................................................................................. 15

4. Bid Currencies .......................................................................................................... 16

5. Bid Security (EMD) .................................................................................................. 16

6. Period of Validity of Bids .......................................................................................... 17 7. Format and Signing of Bid ......................................................................................... 17

8. Revelation of prices ................................................................................................... 18 9. Sealing and marking of Bids ....................................................................................... 18

10. Rejection of Bids ................................................................................................... 18

11. Deadline for Submission of Bids ............................................................................. 19

12. Late Bids .............................................................................................................. 19 13. Modification and Withdrawal of Bids ...................................................................... 19

14. Opening of Bids ..................................................................................................... 20

15. Clarification of Bids ............................................................................................... 20 16. Rectification of Errors ............................................................................................ 20

17. Rejection / Acceptance of Bid ................................................................................. 20

18. Cancellation of Bid ................................................................................................ 20

19. Evaluation and comparison of Bids .......................................................................... 21 20. Contacting IDBI Bank ............................................................................................ 24

21. The Bank’s right to accept any Bid and to reject any Bid or all Bids. ........................... 24 22. Notification of acceptance of Bid ............................................................................. 24

SECTION 4: TERMS AND CONDITIONS OF THE RFP / CONTRACT ........................ 26

1. Definitions ............................................................................................................... 26 2. Interpretation ............................................................................................................ 27

3. Conditions Precedent ................................................................................................. 28

4. Standard of Performance and Service Level Definition and Measurement ....................... 28

5. Use of Contract Documents and Information ................................................................ 29

6. Indemnity ................................................................................................................. 30


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7. Contract Amendments: .............................................................................................. 30

8. Delay in the Vendor’s / Bidder’s Performance .............................................................. 30 9. Payment Terms ......................................................................................................... 31

10. Liquidated Damages ............................................................................................... 32 11. Resolution of Disputes:........................................................................................... 32 12. ‘NO CLAIM’ Certificate: ....................................................................................... 33

13. Survival: ............................................................................................................... 33 14. No Agency: ........................................................................................................... 33

15. No Set-off, counter-claim and cross claims: .............................................................. 33 16. Key Performance Measurements: ............................................................................ 34

17. Commencement and Progress: ................................................................................. 34 18. Statutory Requirements: ......................................................................................... 34

19. IDBI Bank's / Purchaser’s Right of Inspection and Periodic Audit: .............................. 34

20. Insurance to be taken out by the bidder ..................................................................... 35 21. Contract Prices ...................................................................................................... 35

22. Information Security .............................................................................................. 36

23. Ownership and Retention of Documents ................................................................... 37

24. Data Ownership ..................................................................................................... 37 25. Representations and Warranties ............................................................................... 37

26. Confidentiality ....................................................................................................... 39

27. Termination ........................................................................................................... 40

28. Consequences of Termination ................................................................................. 41

29. Relationship between the Parties .............................................................................. 42

30. No Assignment ...................................................................................................... 43

31. Entire Contract ...................................................................................................... 43

32. Governing Law ...................................................................................................... 43 33. Jurisdiction of Courts ............................................................................................. 43

34. Suspension of Payment to the Vendor / Bidder .......................................................... 43 35. Time Limit for the Commencement of Work ............................................................ 43

36. Period of Contract .................................................................................................. 43

37. Force Majeure ....................................................................................................... 44

38. Intellectual Property Rights and Patent Rights ........................................................... 44 39. Warranty ............................................................................................................... 45

40. User Acceptance Test and Quality Check ................................................................. 45

41. Migration .............................................................................................................. 46 42. Start of Installation: ................................................................................................ 46

43. Reporting Progress: ................................................................................................ 46

44. Bidder’s Integrity ................................................................................................... 46

45. Limitation of Liability ............................................................................................ 46

Section 5: Scope of Work ................................................................................................... 48

1. Broad Scope ............................................................................................................. 48

2. Scope – Details: ........................................................................................................ 48 3. System &Security Audit: ........................................................................................... 56

4. Disaster Recovery (DR) and MIS setup: ...................................................................... 57 5. Other important points to be noted by the bidder:.......................................................... 57

6. Deliverables:............................................................................................................. 59 7. Project Management Services ..................................................................................... 65

8. Mock Migration ........................................................................................................ 66


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9. Schedule .................................................................................................................. 66

10. Responsibilities of OEM Vendor (Infosys) ............................................................... 67

Section 6: Functionality and Architectural Details ............................................................. 68

1. Software Application Requirement: ......................................................................... 68 2. Hardware Recommendations ......................................................................................... 68

Section 7: Technical Details Required From Bidder .......................................................... 70

Section 8: Bidder Information ............................................................................................ 73

1. Company Details ....................................................................................................... 73

2. Financial Details ....................................................................................................... 73

3. Client List ................................................................................................................ 74 4. Reference Sites ......................................................................................................... 74

Annexure- 1: Contents and format of Technical bid .......................................................... 76

Form – 1(a): Format for Covering Letter........................................................................... 79

Form –1(b): Format for Evaluation of Eligibility Criteria ................................................. 81

Form – 1(c): Fulfillment of Eligibility Criteria ................................................................... 83

Form –2: Technical Bid form ............................................................................................. 85

Form – 3: Format of power-of-attorney ............................................................................. 86

Form – 4: Undertaking ....................................................................................................... 87

Form – 5: Deed of Indemnity ............................................................................................. 88

Form –6: Acceptance Certificate ....................................................................................... 91

Form – 7 (a): Performance Bank Guarantee ...................................................................... 92

Form – 7 (b): Format for Bank Guarantee for Earnest Money Deposit ............................ 95

Form – 8: Contract Form ................................................................................................... 98

Form – 9: Technical Bid Evaluation Criteria ................................................................... 100

Form – 10 (a): Experience Certificate Format (Migration /Version Upgrade) ................ 102

Form – 10 (b): Experience Certificate Format (Oracle RAC implementation / Data

migration) ........................................................................................................................ 103

Form – 10 (c): Experience Certificate Format (New modules / interfaces

implementation/Integration in Finacle CBS) .................................................................... 104

Form 11 –Format for Project Team Profiles List ............................................................. 105

Form 11a – Format Project Team Profiles (Individual) ................................................... 106

Form 12 – Format for ‘Undertaking from OEM’ ............................................................ 108

Annexure - 2: Commercial bid- Contents and Formats ................................................... 109

Annexure - 3: Service Level Expectations ........................................................................ 116

Annexure - 4: Unconditional Acceptances of the Terms & Conditions of the RFP .......... 117

Annexure - 5: Non-Disclosure Agreement ........................................................................ 118

Annexure - 6: Application Maintenance Support services - Resource Requirement ....... 120

Annexure - 7: Modules to be covered for CBT ................................................................. 122

Annexure - 8: Interfaces Requirements ............................................................................ 125

Annexure 9 - Functionalities available in CFS (Custom Finacle 7.x)................................ 127


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Document Control Sheet

Bid document may be downloaded from Bank’s website www.idbi.com

S. No.

Particulars Details

1 Name of the Company IDBI Bank Limited

2 Date of issue of RFP 25-Jan-2016

3 RFP Reference no IDBI / PCell /RFP / 2015-16/ 026

4 Last date and time for submission of Pre bid queries

29-Jan-2016

5 Date & time of Pre-Bid Meeting 02-Feb-2016

6 Last Date and Time for Receipt/ Submission of Bids

16-Feb-2016 @ 3.00 pm

7 Date and Time of Opening of Technical Bids

16-Feb-2016 @ 3.30 pm

8 Cost of the Bid Documents (Non-refundable)

Rs.50,000/- (Rupees Fifty Thousand only) in the form of Demand Draft from a Scheduled Bank in favour of ‘IDBI Bank Limited’, payable at Mumbai.

9 EMD Rs.50,00,000/-(Rupees Fifty Lakhs only). EMD in the form of Demand Draft (DD)/Pay Order (PO)/Banker’s Cheque (BC) in favour of “IDBI Bank Limited” payable at Mumbai.

Or With an equivalent amount of Bank Guarantee (BG) issued by a Scheduled commercial Bank (other than IDBI Bank) valid for 6 Months from the date of opening of the Tender, in lieu of DD towards EMD as per format given in Annexure 1 (Form –7(b)).

10 Contact Details For General Queries: Ms.TasnimBano 022-61986919 [email protected]

For Technical Queries: Mr.M.Ramasamy / K.Annamalai 022-3914 8069 / 022-39148335 [email protected] / [email protected]

11 Address for Communication Bid submission and pre bid meeting

Deputy General Manager (ITD), IDBI Bank Ltd. At IDBI Intech Ltd., Mafatlal Center, 5thfloor, Nariman Point, Mumbai – 400021

12 Mode of submission One envelope: Technical Bid – Hard copy and soft copy One envelope: Commercial bid - Hard copy only Both the envelopes to be enclosed in a Single sealed cover.

Note:

1. This tender document is the property of IDBI Bank and it is not transferable. 2. If a holiday is declared on the dates mentioned above, the bids shall be received /opened on the

next working day up to the appointed time/at the same time specified above. 3. This document contains 128 pages.

http://www.idbi.com/

mailto:[email protected]

mailto:[email protected]%20/



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Disclaimer

The information contained in this Request for Proposal (“RFP / Bid Document”) or information provided

subsequently to bidder(s) or applicants whether verbally or in documentary form by or on behalf of IDBI

Bank Limited (“IDBI Bank / Bank”), is provided to the bidder(s) on the terms and conditions set out in

this RFP document and all other terms and conditions subject to which such information is provided.

This RFP document is not an agreement and is neither an offer. The purpose of this RFP is to provide

applicants who are qualified to submit the bids (“Bidders”) with information to assist them in

formulation of their proposals (“Bids”). This RFP does not claim to contain all the information each

Bidder may require. Each Bidder may conduct its own independent investigations and analysis and is

free to check the accuracy, reliability and completeness of the information in this RFP. Bank makes no

representation or warranty, express or implied, and shall incur no liability whatsoever under any law,

statute, rules or regulations as to the accuracy, reliability or completeness of this RFP. Bank may in its

absolute discretion, but without being under any obligation to do so, update, amend or supplement the

information in this RFP.

The information contained in the RFP document is selective and is subject to update, expansion,

revision and amendment. IDBI Bank does not undertake to provide any Bidder with access to any

additional information or to update the information in this RFP or to correct any inaccuracies therein,

which may become apparent. IDBI Bank reserves the right of discretion to change, modify, add to or

alter any or all of the provisions of this RFP and/or the bidding process, without assigning any reasons

whatsoever. Such change will be intimated or made accessible to all Bidders. Any information contained

in this document will be superseded by any later written information on the same subject made

available/accessible to all recipients by IDBI Bank.

IDBI Bank reserves the right to reject any or all the responses to RFPs / Bids received in response to this

RFP at any stage without assigning any reason whatsoever and without being liable for any loss/injury

that Bidder might suffer due to such reason. The decision of IDBI Bank shall be final, conclusive and

binding an all the parties directly or indirectly connected with the bidding process.

It may be noted that notice regarding corrigenda, addendums, amendments, time-extensions,

clarifications, response to bidders’ queries etc., if any to RFP, will not be published through any

advertisement in newspapers or any other media. Prospective bidders shall regularly visit Bank’s

website for any changes / development in relation to this RFP.


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Section1: Introduction

1. Background IDBI Bank Limited (“IDBI Bank/IDBI”) is a company incorporated and registered under Companies Act, 1956 (1 of 1956) and a banking company under section 5 (c) of the Banking Regulation Act, 1949 (10 of 1949). IDBI Bank is also a scheduled bank as notified by the Reserve Bank of India (RBI) under the Reserve Bank of India Act, 1934 which categorizes IDBI Bank under a new sub group of “other public sector bank”.

IDBI Bank is engaged in conducting banking business and providing finance to industries and other category of customers. IDBI Bank with its Registered Office at "IDBI TOWER", WTC Complex, Cuffe Parade, and Mumbai has a pan-India presence.

As on 31stMarch’2015, IDBI Bank has a network of 1717 Branches and 3000 ATMs across the country including one overseas office. IDBI Bank (hereinafter referred to as “The Bank”) is pursuing an ambitious growth plan, which will take it to achieve a greater size in the coming years.

2. Overview 2.1 The Bank is having Infosys’s Finacle as its separate instances of Core Banking System for its

operations:

a. India Operations (Retail and Corporate) b. Dubai Operations c. Commercial Lending (Corporate Finance system) d. International financial service centre Banking Unit (IBU)

2.2 The Bank is in process of upgrading the existing versions of the Core Banking System to a higher version Finacle 10.2.15 (Or any latest certified and stable version post 10.2.15 in 10.2 series, here in after referred as Finacle 10.x ) from the existing Finacle 7.0.25 / 7.4.10 / 7.4.10 of its India/Dubai / IBU operations respectively. As a part of continuous technology upgrade, to utilize various new features / technological advancement of the newer version of the CBS and to provide better and enhanced service to its customers through re-engineering of its existing business processes.

2.3 The Bank is also in the process to migrate and merge the existing Corporate Finance System with the Core Banking system (India Operations) along with Finacle 10.x migration as the new version of Finacle 10.x is having a module called Commercial Lending. Overview of Corporate Finance System is provided in Annexure 9.

2.4 The Bank invites bids from well qualified vendors for the proposed migration, up gradation and customizations of Finacle Core Banking System (hereinafter referred to as “CBS”) and implementation of identified new modules / add-on applications. This document constitutes the formal Request for Proposal (hereinafter referred to as “RFP”) and is being availed through floating of RFP to all eligible bidders.

2.5 The scope of the upgrade / migration can be enhanced as per requirements of Bank. The Solution offered must be horizontally scalable to cater to these requirements also. The aim of this project is listed below:

a. Upgrade/migrate the Core Banking System of India/Dubai/IBU Operations from the current version of Finacle 7.0.25/7.4.10/7.4.10 respectively to Finacle 10.x


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Indicative Break up for Custom Menu options

Inquiry,Reports,Download options 940

Calling Interfaces 45

Upload, workflow and other process related menu options

525

Pre / Post load options 190

Total 1700

Indicative Break up for Custom Scripts

Scripts 3600

Mrt 1300

Sql 3900

Com 1000

Exe 200

Total 10000

b. Migrate and merge the Corporate Finance System (a separate Finacle Instance with version 7.0.6) with Core Banking System of India Operations in Finacle 10.x under Commercial lending module.

c. Installation and Implementation of identified new modules in Finacle 10.x.

d. Implementation of Oracle – Real Application Clusters (Oracle-RAC) solution in Finacle production Database at DC and DR to achieve better scalability and availability at Database layer.

e. Provide business continuity by making available the necessary setup at ‘Near DR’ (here in after referred as ‘NDR’) and DR.

f. Provide necessary training to the Bank’s team on the new version of Finacle (Finacle 10.x) along with the identified new add-on modules and also provide a training schedule and furnish training details as per the RFP requirements for training to the users of the bank as per Section – 5 (2.1.5: Functional and Technical Training and 2.7: End User Training).

3. Eligibility Criteria / Preliminary Examination The prospective Bidders should fulfill the respective pre-qualifications mentioned below; otherwise their Bids will not be considered valid for the Bid evaluation process and will be summarily rejected.

The Bidders should submit all the supporting documents in the Bidder’s eligibility proof. In the absence of such documentary evidences, Bid will be rejected without any further correspondence. In case of consortium, the Prime Bidder should fulfill all the Eligibility criteria.

The decision of the Bank shall be final, conclusive and binding on all the parties.


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3.1 Bidder should be a corporate body and company registered in India with an established setup in India. (Proof of same needs to be submitted)

3.2 Bidder should be an IT services company in the business of System integration for a period exceeding five years as on 31stMarch 2015.

3.3 Bidder should have minimum annual turnover of Rs.100 crores or above for the past three financial years 2012-13, 2013-14, 2014-15.

3.4 Bidder should have made positive net worth for the past three financial years (FY2012-13, FY2013-14 and FY2014-15). The relevant documents including Balance Sheet/Profit and Loss Account/Certificate from Statutory Auditors certifying the financials are to be submitted as part of the proposal.

3.5 Bidder should have all necessary licenses, permissions, consents, no objections, approvals as required under law for carrying out its business.

3.6 Bidder should have successfully completed within last 10 years at least in two Banks end-to-end implementation of Finacle CBS (or) migration from legacy systems to Finacle CBS (or) version upgrade /migration of Finacle CBS from version (7.x to 10.x) (hereafter referred as “version migration”) in banks in India with a minimum of 500 branches. At least one should be an end to end implementation of Finacle CBS. (Proof from the concerned bank in their letter head has to be submitted)

3.7 Bidder should have successfully completed at least one implementation / migration of Oracle Real application clustering (RAC) in any Bank with database size of 1 TB or more.

3.8 Bidder should have at least 10 trained resources with experience in implementation of Finacle CBS and integration of Finacle with peripheral systems like Net banking, Loan origination System, Payment Systems, Document Management System, Cheque Truncation System, Treasury System etc. The necessary profiles needs to be provided as per annexure (Team Profile). The Bank has a right to interview and reject resources deployed by the Bidder.

3.9 Bidder should have a valid and existing SEI CMMi level 5 Certification and should ensure that the certification is valid during the entire tenure of the project.

3.10 The bidder can make consortium but cannot sub-contract the job to any other company or firm and the implementation for the Bank must be done by the employees of the consortium members only. Consortium agreement to be shared with the Bank clearly specifying the roles and responsibilities and services rendered. Prime bidder will be sole responsible for the entire project.

3.11 The bidder must comply with government’s rules and regulations like minimum wages act, Provident fund and ESIC facility standard. (Proof of compliance and labour license needs to be submitted along with the quotation)

3.12 The bidder should not have been blacklisted by any Govt. organizations / PSU / PSB / PSE in India for breach of any law or violation of any regulatory prescriptions or breach of agreement for the last 10 years.

3.13 The bidder should have Teaming Agreement with OEM, which is mandatory and it should be as per role of OEM defined in the RFP (Annexure 1 – Form 12).

3.14 For Eligibility criteria and Technical evaluation, the credentials of parent company will also be considered, in case the business is hived off to a new entity as a subsidiary or a separate company as per the scheme of arrangements approved under the applicable laws.


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Note:

Prime bidder / bidder must comply with all the above-mentioned criteria as specified above and more elaborately described in Annexure I (Contents and format of Technical Bid). Non-compliance of any of the criteria can entail rejection of the offer.

Photocopies of relevant documents / certificates should be submitted as proof in support of the claims made for each of the above-mentioned criteria and as and when the Bank decides, originals / certified copies should be shown for verification purpose. The Bank reserves the right to verify / evaluate the claims made by the bidder independently.

Any deliberate misrepresentation will entail rejection of the offer ab-initio.

4. Terminologies and Abbreviations

1 ABH After Business Hours

2 AMC Annual Maintenance Contract

3 API Application Program Interface

4 ATS Annual Technical Support

5 BFSI Banking and Financial Sector Institutions

6 BPD Business Process Definition

7 CBS Core Banking System

8 CBT Computer Based Training

9 CCU Central Clearing Unit

10 CFS Corporate Finance System

11 CPU Central Processing Unit

12 CSS Current System Study

13 DC Data Centre

14 DR Disaster Recovery site

15 DRG Detailed Requirement Gathering

16 EMD Earnest Money Deposit

17 ICT Information and Communication Technology

18 IPR Intellectual Property Rights

19 ISO International Standard Organization

20 ITB Instruction to Bidder

21 MIS Management Information Systems

22 OEM Original Equipment Manufacturer

23 Oracle RAC Oracle Real Application Clusters

24 NDR Near Disaster Recovery site

25 PSB Public Sector Bank

26 PSE Public Sector Enterprises

27 PSU Public Sector Unit


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28 RAC Retail Asset Centre

29 RFP Request for Proposal

30 RPU Regional Processing Unit

31 SRS Software Requirement Specification

32 SIT System Integrated Testing

33 UAT User Acceptance Testing


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Section 2: Invitation for bids

1. Invitation for Bids

This Request for Proposal (RFP) is to invite proposals from eligible Bidders for Migration/ version upgrade of the Core Banking solution “Finacle” of the Bank from the current version/s to the newer version 10.2.15 or any certified higher version along with “Corporate Finance System” migration, Oracle RAC implementation/migration and new modules implementation. Sealed offers / Bids (Bid) prepared in accordance with this RFP should be submitted to, Deputy General Manager – ITD, IDBI Bank Ltd., C/o IDBI Intech Ltd., Mafatlal Center, 5th floor, Nariman Point, Mumbai – 400021.

2. Due Diligence

The Bidder is expected to examine all instructions, forms, terms and specifications in this RFP and study the RFP document carefully. Bid shall be deemed to have been submitted after careful study and examination of this RFP with full understanding of its implications. The Bid should be precise, complete and in the prescribed format as per the requirement of this RFP. Failure to furnish all information required by this RFP or submission of a Bid not responsive to this RFP in each and every respect will be at the Bidder’s own risk and may result in rejection of the Bid and for which the Bank shall not be held responsible.

3. Cost of Bidding

The Bidder shall bear all costs and expenses associated with the preparation and submission of its Bid and the Bank shall in no case be held responsible or liable for these costs, regardless of the conduct or outcome of the bidding process including cancellation or abandonment or annulment of the bidding process.

4. Cost of RFP / Bid document

Cost of RFP / Bid document is Rs 50,000/- (Rupees Fifty thousand only). The prospective Bidder is required to pay the prescribed amount in the form of Demand Draft or pay order in favour of ‘IDBI Bank Limited’, payable at Mumbai, at the time of purchasing the RFP / Bid Document. In case, the Bid / RFP Documents are downloaded from the Internet (The Bank’s web-site); the prescribed amount towards the cost of Bid Document should be paid along with the submission of the Bid response. Bids without the payment of amount towards the cost of Bid Document shall be rejected. The Cost of RFP / Bid document is non-refundable.

5. Content of Bidding / RFP Document

The major requirements, bidding procedures and General Terms and Conditions are prescribed in the RFP documents. The RFP document includes:

Section 1 : Introduction Section 2 : Invitation for Bids Section 3 : Instructions to Bidders Section 4 : Terms and Conditions of the RFP Section 5 : Scope of Work Section 6 : Functionality and Architectural Details Section 7 : Technical Details required from Bidder Section 8 : Bidder Information Annexure – 1 : Contents and Formats of Technical Bid Annexure – 2 : Contents and Formats of Commercial Bid


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Annexure – 3 : Service Level Expectations. Annexure – 4 : Unconditional acceptance of the terms of the RFP. Annexure – 5 : Non-Disclosure Agreement Annexure – 6 : Application Maintenance Support Services Resource Requirement Annexure – 7 : Modules /Menus to be covered for CBT. Annexure - 8 : Interfaces Requirements.

6. Clarification of Bidding Documents

A prospective Bidder requiring any clarification of this RFP may notify the Bank in writing vide-mail. The following personnel may be contacted for these purposes.

Name of the officer Purpose Contact Particulars

Ms. Tasnim Bano Bid related queries 022 – 6198 6919 [email protected]

Mr. M. Ramasamy Mr. K. Annamalai

Technical Queries

022 – 3914 8069 [email protected] 022 – 3914 8335 [email protected]

The Bank shall respond in writing vide E-Mail / Letter / Fax to any request for clarification on the bidding documents, from the prospective Bidders, which it receives not later than the date specified in Schedule of Activity. Further, The Bank will respond vide E-Mail / Letter / Fax, to all clarifications, without identifying the source of the inquiry. The Bank shall not be responsible for any external agency delays in above communication.

7. Amendment of Bid Document / RFP Document

7.1 The Bank reserves the right in its sole discretion of inclusion of any addendum to this entire Bid process. The Bidders shall not claim as a right for requiring the Bank to do the aforesaid.

7.2 At any time before the deadline for submission of Bids / offers, the Bank may, for any reason, whether at its own initiative or in response to a clarification requested by prospective Bidders, modify this RFP / Bid Document and all such modifications shall be binding on them.

7.3 All prospective Bidders who have received this RFP shall be notified about the amendment in writing vide e-mail or fax or post or the same may be hosted on the Bank’s website (www.idbi.com), and all such amendments shall be binding on them.

7.4 If required in order to allow prospective Bidders reasonable time in which they need to take the amendment into account in preparing their Bids, the Bank at its sole discretion reserves the rights to extend the deadline for the submission of Bids. However, no request from the Bidder, shall be binding on the Bank for the same. The Bank’s decision in this regard shall be final, conclusive and binding on all the Bidders.

7.5 Any attempt by the Bidders to visit or meet officials of the Bank in connection with or incidental to the Bid process, shall be construed by the Bank as an unlawful attempt by the prospective Bidder, to influence the RFP / Bid process and may invite disqualification from bidding. Only one authorized representative of each bidder would be permitted to visit for submitting the RFP Document or when called by the Bank.




http://www.idbi.com/


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Section 3: Instruction to Bidders (ITB) Preparation of Bids

1. Language of Bid

The Bid prepared by Bidders, as well as all correspondence and documents relating to the Bid exchanged by the Bidders and the Bank shall be in English only.

2. Clarifications on bid Document / RFP

Before bidding, the Bidders are requested to carefully examine the Bid Documents and the terms and conditions specified therein, and if there appears to be any ambiguity, contradictions, gap(s) and / or discrepancy between any of the Bid Documents, they should forthwith refer the matter in writing to the Bank for necessary clarifications within the specified time. The Bank's decision in this regard shall be final, conclusive and binding on all the bidders or offers.

3. Documents constituting the Bid

The Bid prepared by the Bidder shall comprise the following components. The Bids not conforming to the requirements as stated herein below shall be summarily rejected. 3.1 Technical Bid

3.1.1 Refer Annexure 1 for the Technical Bid contents and formats.

3.1.2 Please note that no price schedule should be indicated in the Technical Bid and shall only be quoted in the Commercial Bid.

3.2 Commercial / Financial Bid

3.2.1 Refer Annexure 2 for the contents and formats of Commercial Bid. 3.2.2 The Bidders shall quote price in clear terms. Break up should abide by the Format for Commercial Bid described in Annexure 2 and Annexure -2(a).

3.3 The Bidders cannot quote for the Service(s) in part. 3.4 All prices shall be for delivery of Service(s) to the Bank exclusive of taxes up to the satisfaction of the Bank or the Bank’s representatives. However the Bidder needs to mention the taxes applicable in the commercial bid. The aggregated prices should be quoted in figures as well as in words. In case of discrepancies between prices written in words and prices written in figures, the prices written in words shall be considered to be correct. 3.5 The Financial Bids should strictly conform to the formats to enable evaluation of the Bids and special care may be taken that the Bids having any hidden costs or conditional costs will be liable for straight rejection. 3.6 The price components furnished by the Bidders will be solely for the purpose of facilitating the evaluation of Bids by the Bank and will not in any way limit the Bank’s right to negotiate the Contract on any of the terms offered.


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3.7 Prices quoted by the Bidders shall remain fixed during the entire Contract period and no increase of rates including that on account of cost escalation will be allowed under any circumstances. No open-ended Bid shall be entertained and the same is liable to rejection straightway. However, in case of reduction of prices due to technological obsolescence/change of product model or such other similar reasons, the Bidder shall pass on the price benefit to the Bank. Nevertheless, it shall always be the duty of the Bidder to use the best and latest technology while performing its duties under the Contract. 3.8 The price quoted must be exclusive of all taxes. The service tax, if applicable, will be paid on actual. Other applicable tax would be deducted at source, if any, as per prevailing rates.

4. Bid Currencies

Prices shall be quoted in Indian National Rupee (INR).

5. Bid Security (EMD)

5.1 Amount of Bid Security (EMD) The Bidder shall furnish, as part of its Bid, a Bid Security (EMD) amount of Rs.50,00,000/-(Rupees Fifty

Lakhs only) in the form of Demand Draft / Bankers’ Cheque/ Pay order drawn in favor of “IDBI Bank

Limited” payable at Mumbai.

Or

With an equivalent amount of Bank Guarantee (BG) issued by a Scheduled commercial Bank (other than IDBI Bank) in lieu of DD towards EMD as per format given in Annexure 1 (Form –7(b)).The Bank Guarantee should be valid for a period of 6 months from the date of opening of the Tender with a claim period of 3 months and renewal thereafter till the finalization of the successful vendor.

The EMD must accompany the Technical Bid. The Bid security / EMD shall not bear any interest.

5.2 Requirement of Bid Security (EMD)

The Bid Security is required to protect the Bank against the risk of Bidder’s conduct, which would warrant the security’s forfeiture, pursuant to Clause 5.6 hereof.

5.3 Rejection of Bid

Any Bid not accompanied by the EMD as mentioned above, shall be rejected by the Bank, without any further correspondence, as non-responsive.

5.4 Discharge of Bid Security of Unsuccessful Bidder

In the case of unsuccessful Bidder or decision to abandon the Bid process, the Bid Security will be discharged / returned / refunded without any interest payment within 30 (Thirty) days after the conclusion of the contract, to all the Bidders, who participated in the Bid process.

5.5 Discharge of Bid Security / EMD of Successful Bidder

The successful Bidder’s Bid Security amount will be discharged upon the Bidder signing the contract and furnishing of the performance security and other guarantee(s) / security in the form and manner to the satisfaction of the Bank, within the stipulated time.


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5.6 Forfeiture of Bid Security

The Bid Security shall be forfeited:

5.6.1 If a Bidder withdraws his Bid during the Bid validity period; or

5.6.2 If a Bidder makes any statement or encloses any form or document which turns out to

be false, incorrect and / or misleading at any time prior to signing of contract and / or conceals or suppresses any material information; or

5.6.3 If the successful Bidder fails to sign the contract or furnish performance security and

other guarantee(s) / security in the form and manner to the satisfaction of the Bank, as mentioned in the Bid Documents; or

5.6.4 In the event of any evasion, avoidance, refusal or delay on the part of the Bidder to sign

and execute any document, as may be required by the Bank.

5.6.5 Any decision in this regard by the Bank shall be final, conclusive and binding on the Bidder.

6. Period of Validity of Bids

6.1 Validity Period

Bids shall remain valid for 90 (ninety) days after the date of Bid opening prescribed by the Bank. The Bank reserves the rights to reject a Bid, valid for a period shorter than 90 days as non-responsive, without any correspondence. Any decision in this regard by the Bank shall be final, conclusive and binding on the Bidders.

6.2 Extension of Period of Validity

In exceptional circumstances, the Bank may solicit the Bidder’s consent to an extension of the validity period. The request and the response thereto shall be made in writing. Extension of validity period by the Bidder should be unconditional and irrevocable. The Bid Security provided shall also be suitably extended. A Bidder may refuse the request without forfeiting the Bid Security. A Bidder granting the request will not be permitted to modify its Bid. Any decision in this regard by the Bank shall be final, conclusive and binding on the Bidders.

7. Format and Signing of Bid

7.1 Number of copies of Bid

The Bidders shall prepare one Technical Bid, clearly marking "Technical Bid". Similarly, Bidders shall prepare one Commercial Bid, clearly marking "Commercial Bid”. The copy of Technical Bid should also be submitted in soft copy (CD/DVD) clearly marked as “Technical Bid- soft copy”.

7.2 b) Authentication of Bid

The Bids shall be type written and shall be signed by a person or persons duly authorized to bind the Bidder to the Contract. The letter of authorization (in original) shall be supported by a written power-of-attorney, Refer to Annexure 1 (Form-3) accompanying the Bid. The person or persons signing the Bid shall initial all pages of the Bid, except for the un-amended printed literature.

7.3 Validation of interlineations in Bid


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Any interlineations, erasures or overwriting shall be valid only if the person or persons signing the Bid (POA holder) have authenticated the same with signature.

The deficiency in documentation may result in the outright rejection of the Bid and the Bank shall not be liable for the same in any manner whatsoever. Any decision in this regard by the Bank shall be final, conclusive and binding on the Bidders.

8. Revelation of prices

Rate / Price in any form or for any reason should not be revealed before opening the Bid, failing which the offer / Bid shall be liable to be summarily rejected. If price change is envisaged due to any clarification(s), revised Bid in a separate sealed cover shall be submitted with prior written permission of the Bank.

9. Sealing and marking of Bids

9.1 Enclosing of Bid

9.1.1 The Technical Bid (hard copy and Soft copy) shall be placed in a separate sealed envelope clearly marked as "Finacle 10.x Migration for IDBI Bank - Technical Bid”. (Envelope A)

9.1.2 The Commercial Bid shall be placed in a separate sealed envelope clearly marked as “Finacle 10.x Migration for IDBI Bank – Commercial Bid (Prices only) – Do not open with Technical Bid ". (Envelope B)

9.1.3 Both the envelopes carrying Technical Bid (envelope A) and Commercial Bid (envelope B) should be put in a single sealed cover. The cover should be marked as “Bid for Finacle 10.x Migration for IDBI Bank”

9.1.4 Bid Cover shall also indicate the name and address of the Bidder to enable the Bid to be returned unopened in case it is declared "late" i.e. it is not submitted by the Bidder within the period stipulated for submission of the Bids.

9.1.5 No indications pertaining to price or financial or commercial terms should be made on the envelopes.

9.2 Mailing Address for Bids

Bid shall be addressed to the Bank at the following address:

IDBI Bank Ltd. Deputy General Manager – ITD Mafatlal Center, 5thFloor, Nariman Point, Mumbai –400021

9.3 Responsibility of the Bank

If the cover is not sealed and marked as required, the Bank will assume no responsibility for the Bid’s misplacement or premature opening.

10. Rejection of Bids

The Bid has to be submitted in the form of a printed document only. The Bids submitted by telex, fax or email Bids shall not be entertained.


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Any condition put forth by the Bidders which are non-conforming to the Bid requirements, shall not be entertained at all and such Bid shall be rejected. Any decision in this regard by the Bank shall be final, conclusive and binding on the Bidders.

11. Deadline for Submission of Bids

11.1 Last date for Submission

The Bids (both Technical and Commercial) must be received by the Bank, at the address specified, not later than the date specified in the Schedule of Events. In the event of the specified date for the submission of Bids being declared a holiday for the Bank, the Bids will be received up to the appointed time on the next working day.

11.2 Extension for Last date for Submission

The Bank may, at its own discretion, extend the period for submission of Bids by amending the Bid documents/RFP, in which case all rights and obligations of the Bank and Bidders shall stand extended. However no request for extension of time from the Bidders shall be binding upon the Bank.

12. Late Bids

Any Bid received by the Bank after the deadline for submission of Bids prescribed by the Bank, will be summarily rejected and returned unopened to the Bidder. The Bank shall not be responsible for any postal delay or non-receipt / non-delivery of the documents. The Bank's decision shall be final, conclusive and binding on the affected parties. No further correspondence on this subject will be entertained by the Bank.

13. Modification and Withdrawal of Bids

13.1 Written Notice

The Bidder may modify or withdraw its Bid after the Bid’s submission, provided that the Bank receives written notice of the modification or withdrawal, before the expiration of deadline prescribed for submission of Bids.

13.2 Signing and Marking of Notice

The Bidder’s modification or withdrawal notice shall be prepared, sealed, marked and delivered in accordance with the procedure set-out for submission of Bids and shall be placed in an envelope marked as “MODIFICATION” or “WITHDRAWAL” as appropriate. A duly signed withdrawal notice may also be sent by fax or post so as to reach the designated office before the expiration of deadline for submission of Bids.

13.3 Last Date for Notice

No Bid may be modified subsequent to the deadline for submission of Bids. No Bid may be withdrawn in the interval between the deadline for submission of Bids and the expiration of period of Bid validity specified by the Bidder on the Bid form. Withdrawal of a Bid during this interval may result in the Bidder’s forfeiture of its Bid Security.


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Bid Opening and Evaluation of Bids

14. Opening of Bids

The Bank will open all Technical Bids, in the presence of Bidders or their representatives who choose to attend the Technical Bid opening at IDBI Bank Ltd., Mafatlal Center, 5th Floor, Nariman Point, Mumbai – 400021. Bidder's representatives who are present shall sign a register evidencing their attendance. In the event of the specified date of Bid opening being declared a holiday for the Bank, the Bids shall be opened at the appointed time and location on the next working day. 14.1 On Completion of the evaluation of Technical bid, the envelope containing the Commercial offers of all eligible Bidders would be opened. The format for quoting commercial bid is set out in Annexure - 2. The commercial offer should consist of comprehensive Cost for required solution. Bidder must provide detailed cost breakdown, for each and every category mentioned in the commercial bid.

14.2 Any effort on the part of bidder to influence bid evaluation process or award of contract may result in the rejection of the bid.

14.3 Bids that are rejected during the Bid opening process shall not be considered for further evaluation, irrespective of the circumstances.

15. Clarification of Bids

During evaluation of Bids, the Bank may, at its discretion, when deemed necessary, ask the Bidder for a clarification of its Bid. The request for clarification and the response shall be in writing. If the response to the clarification is not received before the date as may be specified by the Bank in this regard, the Bank reserves the right to make its own reasonable assumptions at the total risk and cost of the Bidder.

16. Rectification of Errors

Decision as to any arithmetical error, manifest or otherwise in response to Bid Document / RFP shall be decided at the sole discretion of the Bank and shall be binding on the Bidder. Any decision of the Bank in this regard shall be final, conclusive and binding on the Bidder.

17. Rejection / Acceptance of Bid

The Bank reserves the right to accept any Bid and to annul or abandon the Bid process and / or reject in part or full any or all the Bids at any time prior to award of contract / Bid, without assigning any reason whatsoever and without thereby incurring any liability whatsoever to the affected Bidders or any obligation to inform the affected Bidders of the grounds for the Bank’s action. Any action / decision of the Bank in this regard shall be final, conclusive and binding on the Bidder.

18. Cancellation of Bid

The Bank reserves the right to cancel, annul or abandon the entire Bid process in case of any anomaly, irregularity or discrepancy or for any other reasons or otherwise without thereby incurring any liability whatsoever to the affected Bidders or any obligation to inform the affected Bidders of the grounds for the Bank’s action. The Bank shall not be bound to give any reasons or explain the rationale for its actions / decisions to annul or abandon or cancel the bid process. Any action / decision of the Bank in this regard shall be final, conclusive and binding on the Bidder. The Bank


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further reserves the right to re-issue / re-commence the bid or circulate new RFP altogether on the subject matter or any activity or part thereof concerning thereto. Any decision of the Bank in this regard shall be final, conclusive and binding on the Bidder.

19. Evaluation and comparison of Bids

19.1 Preliminary check

19.1.1 The RFP document will not be construed as any contract or arrangement which may result from the issue of this RFP document or any investigation or review carried out by any Bidder. The Bidder acknowledges by submitting their response to this RFP document that it has not relied on any information, representation, or warranty given in this RFP document. 19.1.2 The Bids will be examined by the Bank to determine whether they are complete in all respects. A Bid determined as not substantially responsive will be rejected. The Bank may, at its discretion waive any minor non-conformity or irregularity in a Bid which does not constitute a material deviation.

19.1.3 After preliminary examinations and / or opening of the Technical Bids, some or all of the Bidders may be asked to make presentation / demo of the solution / services offered by them.

19.1.4 The evaluation will be a four-phase process:-

Phase 1 – Eligibility Criteria Evaluation

Phase 2 – Technical Proposal Evaluation

Phase 3 – Commercial Bid Evaluation

Phase 4 – Weighted Evaluation

19.1.5 The evaluation of the bids will be conducted by the Bank for the purpose of selection of the successful bidder. 19.1.6 The Bank may, in its absolute discretion, apply whatever criteria it deems appropriate in the selection of vendor, not limited to those selection criteria set out in this RFP document.

19.2 Bid evaluation methodology that the Bank would adopt is as given below:

1) Phase 1-Eligibility Criteria Evaluation:

The bidder needs to comply with all the eligibility criteria mentioned in “Annexure 1 (Form 1(b) – Eligibility Criteria”. Non-compliance by the Bidder to any of these criteria shall result in outright rejection of the Bidder’s proposal. The Bidder is expected to provide proof in line with the details mentioned in “Annexure 1 (Form 1(b)) – Format for Evaluation of Eligibility Criteria”.

Any credential detail mentioned in “Annexure 1 (Form 1(b)) – Format for Evaluation of Eligibility Criteria” that is not accompanied by relevant proof documents will not be considered for evaluation. All credential letters should be as per format specified in “Annexure 1 (Form 10 (a), 10 (b) &10 (c)) – Experience Format”. There will be no scoring involved in the Eligibility Bid evaluation.


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The decision of the Bank would be final and binding on all the Bidders to this document. The Bank may accept or reject an offer without assigning any reason what so ever. The technical and commercial bid documents of the non-qualified Bidder(s) will be retained by the Bank.

2) Phase 2 – Technical Proposal Evaluation: a) The Technical Bid should necessarily contain all Technical details and other terms and condition of RFP e.g.:

i. Bidder's proposal should conform to the contents and format of the technical bid listed

out Annexure -1 in the RFP.

ii. Proposals not conforming to the specifications may be rejected summarily. Any incomplete or ambiguous terms/conditions will disqualify the offer.

iii. The Technical Bid / Scope of the Work submitted by the Bidder will be evaluated based on

the terms and conditions of the RFP. Detailed technical evaluation will include, scrutiny of company profile (as mentioned in Section 8, Part 1) and technical information submitted as per format (Annexure 1), proposed service solution, reference calls and site visits.

iv. The various parameters for technical evaluation and their weightages are given in the

table below. The Bank may add/remove any relevant criteria for evaluating the proposals received in response to this RFP at the sole discretion and determination of the Bank.

v. The Bidders meeting the eligibility criteria as laid out in “Annexure 1 (Form 1(c) – Fulfillment of Eligibility Criteria” only would be short listed for the Phase 2 – Technical Proposal Evaluation as per ”Annexure 1(Form 9): Technical Bid Evaluation Criteria”.

vi. This evaluation will be carried out on the basis of the following evaluation parameters defined in this section.

The evaluation methodology is further split into sub areas as under:

# Proposal Bid Evaluation Sub Scores

1 Credentials 55

2 Manpower Resources 30

3 Presentation 15

Maximum Technical Proposal Bid Evaluation Score 100

3) Phase 3 - Commercial Bid Evaluation

The Bidders scoring a minimum of 60% score based on the detailed evaluation in Phase 2 – Technical Proposal Evaluation, would be qualified and short listed for the Phase 3 – Commercial Bid Evaluation.


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The evaluation of the Commercial Bids will be done on the total cost of ownership (TCO) as mentioned in Annexure 2 (Contents and Format of Commercial Bid). 4) Phase 4 - Weighted Evaluation The evaluation of the response to this RFP will be calculated on a 70-30 Techno-Commercial evaluation method. A comprehensive “Score (S)” will be arrived at after considering the commercial quote and the marks obtained in technical evaluation with relative weights of 30% for commercials and 70% for technical. The Bidder with the highest score will be declared successful. However, Bank, at its sole discretion, may award the Contract to next highest scorer or any other Bidder, which will be binding on all the Bidders. Computation Methodology for arriving at “successful Quote”:

A ‟Score (S) ‟ will be calculated for all qualified bidders using the following formula:

Clow - The lowest commercial bid. C - Commercial quote of the bidder. T - The marks obtained by the bidder as per the technical evaluation.

S. N Bidder Technical Score - (T)

Commercial Quote in Rs. (C)

CS =(Clow *30 )/C

TS = T *.70 Score(S)

1.

Bidder1 77 100/- 30 53.90 83.90

2.

Bidder2 95 120/- 25 66.50 91.50

3 Bidder 3 60 130/- 23.07 42.00 65.07

In the above example, Bidder 2, with the highest score becomes the successful TC1 bidder.

Bank reserves the right to negotiate the price with the successful bidder before awarding the contract. The Bank's decision in respect to evaluation methodology will be final and binding and no claims whatsoever in this respect will be entertained.

The Bank also reserves the right to re-issue / re-commence / cancel the Bid/Bid process. Any decision in this regard by the Bank shall be final, conclusive and binding on the Bidders.

Commercial score (CS) = Clow X 30 C Technical score (TS) = T X 0.7 Final score (S) = CS + TS


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20. Contacting IDBI Bank

a) Contact by Writing No Bidder shall contact the Bank on any matter relating to its Bid, from the time of the Bid opening to the time the Contract is awarded. If the Bidder wishes to bring additional information to the notice of the Bank, it should be done in writing. b) Rejection of Bid Any effort by a Bidder to influence the Bank in its decisions on Bid evaluation, Bid comparison or Contract award may result in rejection of the Bidder’s Bid and forfeiture of its Bid Security. Award of Contract

21. The Bank’s right to accept any Bid and to reject any Bid or all Bids.

The Bank shall however not bind itself to accept the best Bid or any Bid and reserves the right to accept any Bid, wholly or in part. The Bank reserves rights to annul the Bidding process and reject all Bids at any time before the award of Contract at its sole discretion, without thereby incurring any liability to the affected Bidder or Bidders.

22. Notification of acceptance of Bid

a) Notification to Bidder Before the expiry of the period of validity of the proposal, The Bank shall notify the successful Bidder (TC1) in writing by registered letter or by fax or by hand-delivery, that its Bid has been accepted. The Bidder shall acknowledge in writing receipt of the notification of acceptance and has to convey his absolute, unconditional and unqualified acceptance and thereafter enter into Agreement / Contract within seven (7) days from the date of acceptance. b) Signing of Contract Signing of the Contract shall follow the notification of the acceptance. However, the Bank may negotiate certain terms with successful Bidder before signing of the Contract. The Bidder should sign the Contract Form, Refer Annexure-1 (Form-8) the signing of Contract will amount to award of contract and Bidder will initiate the execution of the work as specified in the Contract. The signing of contract shall be completed within 7 days of receipt of notification of the acceptance of bid. c) Discharge of Bid Security (EMD) Upon the successful bidder signing the Contract / Agreement, the Bank shall advise the bidder to provide performance guarantee as to the satisfaction of the Bank. EMD of successful Bidder shall be


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discharged on the Successful Bidder signing the Contract / Agreement and upon furnishing the Performance Security. The Bid Security to unsuccessful bidders shall be discharged after the Bid validity period. The Bid security / EMD shall not bear any interest. d) Performance Bank Guarantee

i. Within 15 days of signing the contract by the Bank, the successful Bidder shall furnish the

Performance Bank Guarantee as per the format provided in Annexure-1 (Form-7). The Performance Bank Guarantee furnished by the Bidder shall be unconditional and irrevocable.

ii. The value of the Performance Bank Guarantee will be 10% of the total contract value.

iii. The Performance Security / Performance Bank Guarantee shall be denominated in

Indian Rupees [INR] and shall be issued by a scheduled commercial Bank.

iv. The proceeds of the Performance Security shall be payable to the Bank as compensation, inter-alia, for any loss or damage resulting from the Bidder’s failure to complete its obligations under and in accordance with the Contract.

v. The Performance Bank Guarantee should be valid till 3 years from the project commencement, with 90 (ninety) days claim period from the date of the expiry of the validity period.

vi. Failure of the successful Bidder to comply with the requirement of the Performance Bank Guarantee shall constitute sufficient grounds for the annulment of the award and forfeiture of the Bid Security, in which event the Bank, at its sole discretion, may award the Contract to the next best evaluated bidder or any other bidder or call for new Bids. Any decision in this regard by the Bank shall be final, conclusive and binding on the Bidder.

vii. The Performance Security will be discharged by the Bank and returned to the Vendor after 90 (ninety) days from the expiry as mention in clause (v) above.

e) Expenses for the Contract All costs and expenses (including stamp duty, etc.) in connection with or incidental to the execution of Agreement / Contract shall be borne by the successful Bidder. f) Failure to abide by the Agreement / Contract The conditions stipulated in the Agreement / Contract shall be strictly adhered to and any Breach / violation thereof will entail termination of the Contract without prejudice to the other rights of the Bank including recovery of penalties as specified in this RFP or Agreement / Contract. g) Annulment of Award Failure of the successful Bidder to comply with the requirements of this RFP shall constitute sufficient ground for the annulment of the award and forfeiture of the Bid Security, in which event the Bank may at its sole discretion, make the award to the next best evaluated bidder or any other bidder or call for new Bids.


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SECTION 4: TERMS AND CONDITIONS OF THE RFP / CONTRACT

1. Definitions

In the Contract, the following terms shall have the following meanings and shall be interpreted accordingly:

a) "The Contract/Agreement" means the agreement to be entered into between the Bank and the Bidder as recorded in the Contract Form duly signed by the Parties, including all annexure, schedules, exhibits, supplements, appendices, amendments, revisions, notations and modifications thereof for supply and implementation of software and provide / carry out the Service(s) of Vendor, as indicated / spelt out in Scope of Work to be performed in compliance with the service level requirements and standard of performance

b) "IDBI" or “The Purchaser” means the IDBI Bank Limited including its successors and assigns.

c) “Bidder" or "Contractor” or "Vendor" means any person / persons / firm / company, etc., to

whom work has been awarded and whose bid has been accepted by the Bank and shall include its authorized representatives and successors.

d) "The Contract Price" means the price / compensation payable to the Vendor / Bidder under and

in accordance with the Contract for the due performance and observance of its contractual obligations under and in accordance with the Contract.

e) "Service(s)" means all the services as specified in Scope of Work to be performed in compliance

with the service level requirements and standard of performance, which the Vendor / Bidder is required to provide and/or procure for the Purchaser / IDBI under and in accordance with the Contract.

f) “Warranty Period” means the period of 3 months commencing from the date of successful completion of Migration as mentioned in the Acceptance Certificate issued by Purchaser / IDBI.

g) "System" means Core Banking System – Finacle.

h) “Acceptance of Bid” means the letter / fax or any memorandum communicating to the Bidder

the acceptance of his Bid

i) “Acceptance Certificate” means certificate issued as per Annexure 1 (Form 6) on successful completion of acceptability test, receipt of deliverables, etc, and after the Bank (which shall not be deemed to be an obligation on the Bank) is satisfied with the working of the System. The date on which such Certificate is signed shall be deemed to be the date of successful Commissioning of the Systems.

j) “Business Day” means any day that is not a Sunday or a public holiday (as per the official

holidays observed by the Bank).

k) "Confidential Information" means, (i) intellectual property information; (ii) technical or business information or material not covered in (i); (iii) proprietary or internal information related to the current, future and proposed products or services of the Parties including, financial information,


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process / flow charts, business models, designs, drawings, data information related to products and services, procurement requirements, purchasing, customers, investors, employees, business and contractual relationships, business forecasts, business plans and strategies, information the Parties provide regarding third parties; (iv) information disclosed pursuant to this Contract and (v) all such other information which by its nature or the circumstances of its disclosure is confidential.

l) “Commissioning” means the successful installation and migration of the System, including

supply, configuration, customization, integration, successful testing of all hardware and software is executed to the satisfaction of the Purchaser.

m) “Document” means any embodiment of any text or image howsoever recorded and includes

any data, text, images, sound, voice, codes, computer programs, software and / or databases or microfilm or computer generated microfiche or similar device.

n) “Effective Date” means the date on which this Contract is signed and executed by the Parties

hereto. If this Contract is executed in parts, then the date on which the last of such Contracts is executed shall be construed to be the Effective Date.

o) “Intellectual Property Rights” means any patent, copyright, trademark, trade name, design,

trade secret, permit, service marks, brands, propriety information, knowledge, technology, licenses, databases, computer programs, software, know how or other form of intellectual property right, title, benefits or interest whether arising before or after the execution of this Contract and the right to ownership and registration of these rights.

p) “Parties” means the Purchaser / IDBI and the Bidder / Vendor and “Party” means either of the

Parties.

q) “Site” means the place in which the operations / Service(s) are to be carried out or places approved by the Purchaser for the purposes of the Contract together with any other places designated in the Contract as forming part of the Site.

2. Interpretation

In this Contract unless a contrary intention is evident:

a) The clause headings are for convenient reference(s) only and do not form part of this Contract;

b) Unless otherwise specified a reference to a clause number is a reference to all of its sub-clauses;

c) Unless otherwise specified a reference to a clause, sub-clause or section is a reference to a clause, sub-clause or section of this Contract including any amendments or modifications to the same from time to time;

d) A word in the singular includes plural and a word in the plural includes singular;

e) A word importing a gender includes any other gender;

f) A reference to a person includes a partnership and a body corporate;


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g) A reference to legislation includes legislation repealing, replacing or amending that legislation;

h) Where a word or phrase is given a particular meaning it includes the appropriate grammatical

forms of that word or phrase which have corresponding meanings;

i) Reasonability and materiality of "doubt" and "controversy" shall be at the discretion of IDBI.

j) The words not expressly defined herein shall have meanings ascribed to them in the General Clauses Act, 1897 and the Information Technology Act, 2000.

3. Conditions Precedent

The Contract is subject to the fulfillment of the following conditions precedent by the Bidder / Vendor.

a) Furnishing of an unconditional and irrevocable Performance Bank Guarantee (Performance Security) as mentioned in Section 3(ITB), 22(d): Performance Security as per the format given in Annexure-1 (Form 7).

b) Execution of a Deed of Indemnity as per format given in Annexure-1 (Form 5).

c) Furnishing solvency certificate and certificate confirming that there are no vigilance or court

cases threatened or pending against the Bidder.

d) Furnishing of such other documents as IDBI / Purchaser may specify, including but not limited to definitive documents.

e) Obtaining of all statutory, regulatory and other permissions, approvals, consents and no-

objections, if any, required under applicable laws or RBI or otherwise for the performance of the Service(s) under and in accordance with the Contract.

4. Standard of Performance and Service Level Definition and Measurement

In addition to the service level requirements spelt out in Annexure 3, the successful Bidder has to comply with all below mentioned requirements as well, to ensure adherence to project timelines, quality and availability of Service(s). Penalties shall not be levied on the successful Bidder, in case noncompliance to the said requirements only if the same has been solely due to reasons beyond the control of the Vendor. Service Level definition

a) Timeline and Penalty for delay in project implementation: The Selected Bidder shall be responsible for delivery; implementation and rollout of all the solutions required under this RFP and also must agree to the time duration specified in Section 5, Clause 9: Schedule of this document. In the event of SI‟s failure to deliver and / or implement all required components of a fully functional system (pertaining to the scope of the project) within the stipulated time schedule or by the date extended by the Bank, unless such failure is due to reasons entirely attributable to the Bank, it will be a breach of contract. In such case, the Bank would be entitled to charge a penalty. Penalty will be


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applicable for late delivery of the customized software where 0.5% of ‘cost of the deliverable ’ will be deducted as penalty per week or part thereof for failure as indicated in the RFP with the maximum penalty of10% of ‘cost of the contract’.

However, Bank reserve the right to terminate the contract at any time, if the project is not delivered as per scheduled timelines and Bank will claim entire amount paid to the vendor with simple interest @18% p.a. along with additional 10%of ‘cost of the contract’, as compensation.

b) Penalty for downtime for Post implementation:

The Finacle CBS system has to be up for at least 99.50%. The Finacle CBS is deemed to be up if the users are able to log into the system. The uptime will be calculated based on 24/7 excluding the planned downtime on monthly basis and penalty will be charged as specified below:

S. No. Uptime in percentage (%) Penalty Charges

1 99.50%and above Nil

2 99.00% to 99.49% 1% of Cost of Contract



5 Below 95.00% 10% of Cost of contract

c) SLA for Software Support

Any software bug identified by Bank / vendor’s service engineer would have to be fixed within the stipulated time depending upon the criticality of the issue. Refer to Annexure-3 (Service Level Requirements)

5. Use of Contract Documents and Information

a) The Bidder / Vendor shall treat all documents, information, data and communication of and with IDBI / the Purchaser as privileged and confidential and shall be bound by the terms and conditions of the Non-Disclosure Agreement. The Bidder / Vendor shall execute the Non-Disclosure Agreement, as per Annexure 5 simultaneously at the time of execution of the Contract. The Bidder / Vendor shall not, without Purchaser's prior written consent, disclose the Contract, or any provision thereof, or any specification, plan, sample or information or data or drawings / designs furnished by or on behalf of Purchaser / IDBI in connection therewith, to any person other than a person employed by the Bidder / Vendor in the performance of the Contract. Disclosure to any such employed person shall be made in utmost confidence and shall extend only so far as may be necessary and relevant for purpose of such performance and shall be subject to the terms and conditions of the Non-Disclosure Agreement.

b) The Bidder / Vendor shall not, without Purchaser's / IDBI's prior written consent, make use of any document, data or information etc., enumerated in this Bid Documents save and except for due performance and observance of the Contract.


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c) Any document, other than the Contract itself, enumerated in this Bid Documents shall remain the property of Purchaser / IDBI and shall be returned (in all copies) to Bidder / Vendor on completion of the Bidder's / Vendor's performance under and in accordance with the Contract, if so required by Purchaser / IDBI.

6. Indemnity

The Bidder / Vendor shall execute and furnish to the Purchaser / the Bank, a deed of indemnity in favour of the Purchaser / the Bank in a form and manner, as given in Annexure 1 (Form -5) and shall indemnify the Bank against all third party claims of infringement of patent, trademark or industrial design rights arising from use of the Goods, or any part thereof in India. The Bidder / Vendor shall, at their own expense, defend and indemnify the Bank against all third party claims or infringement including that on account of intellectual Property Right, including Patent, trademark, copyright, trade secret or industrial design rights arising from use of the products or any part thereof in India or abroad. The Bidder / Vendor shall expeditiously extinguish any such claims and shall have full rights to defend it there from. If the Bank is required to pay compensation to a third party resulting from such infringement, the supplier shall be fully responsible for, including all expenses and court and legal fees. The Bank will give notice to the Bidder / Vendor of any such claim without delay, provide reasonable assistance to the Bidder / Vendor in disposing of the claim, and shall at no time admit to any liability for or express any intent to settle the claim.

7. Contract Amendments:

No variation in or modification of the terms of the Contract shall be made except by written mutual

consent signed by both the Parties i.e. the Vendor / Bidder and the Bank.

8. Delay in the Vendor’s / Bidder’s Performance

a) Performance of the Contract shall be made by the Vendor / Bidder in accordance with the time schedule specified by the Bank.

b) Any delay by the Vendor / Bidder in the performance of its Contractual obligations,

which the Bank shall in its sole discretion may adjudge, shall render the Vendor / Bidder liable to any or all the following sanctions:

i.Forfeiture of its performance guarantee ii.Imposition of liquidated damages, and / or

iii.Termination of the Contract for default

c) If at any time during performance of the Contract, the Vendor / Bidder or its consortium partners encounter conditions impeding timely completion of the Service(s) under the Contract and performance of Service(s) / System, the Vendor / Bidder shall promptly notify the Bank in writing of the fact of the delay, it’s likely duration and its causes. As soon as practicable after receipt of the Vendor’s / Bidder’s notice, the Bank shall evaluate the situation and may at its sole discretion extend the Vendor’s / Bidder's time for performance, in which case the extension shall be ratified by the Parties by amendment of the Contract.


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9. Payment Terms

No advance payment will be provided on awarding the contract.

Payment will be released as per Commercial Bid, refer Annexure-2 and item wise payment schedule will be as follows:

For easy reference, Item Codes are indicated against each line item specified in Annexure-2.

A. Payment Schedule (A1 to A5 and B1,B2,B3& B11): Software, Installation, Configuration, Customization, Implementation and Migration:

i. 10% on completion of installation of new version and CSS

ii. 20% on completion of DRG iii. 20% on completion of UAT-1 (Migration) iv. 20% on complete UAT-2 v. 20% on Post ‘Go Live’

vi. 10 % on completion of Warranty B. Payment Schedule (B5,B9 and B10) :

Computer based training Module / Tool, Data Archival and purging solution and Application Performance Monitoring Tool

i. 30% on delivery ii. 20% on completion of UAT

iii. 40 % on complete Go live iv. 10 % on completion of Warranty

C. Payment Schedule (B4): After completion of warranty period, Application Maintenance and Support services will be paid quarterly in arrears, after completion of the quarter.

D. Payment Schedule (B6): Training Payment will be released on quarterly basis proportionate to the number of users trained. E. Payment Schedule (B7): Go Live Support 100% payment on completion of the successful ‘Go Live Support’ and on the basis of actual deployment of resources provided in regional centers.

a) Maintenance / Support Stage:

i. The Vendor’s request(s) for payment shall be made to IDBI in writing (Invoice) accompanied

by Service Level Requirements compliance reports for which payment is being claimed.

ii. All the payments to the Vendor shall be subject to the report of satisfactory accomplishment of the concerned task, to be submitted by the Project -coordinating team, as appointed by IDBI for this purpose.

Penalties, if any, on account of liquidated damages and non-compliance of Service Level Requirements, shall be deducted from the invoice value. Further, the Purchaser / IDBI Bank shall be entitled to make


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adjustment in the payment of price, in the event of levying liquidated damages on the Vendor / Bidder in the manner set-out in the Bid Documents.

10. Liquidated Damages

a) If the Vendor fails to deliver any or all of the Service(s) / Systems or perform the Services within the time period(s) specified in the Contract / Agreement / fails to meet the Service Level Requirements, IDBI / Purchaser shall, without prejudice to its other rights and remedies under and in accordance with the Contract / Agreement, deduct from the Contract price, as liquidated damages, a sum equivalent to 0.50% per week or part thereof of cost of the contract subject to maximum deduction of 10% of ‘cost of the contract’ of the delayed Service(s) or unperformed Service(s). However, Bank reserve the right to terminate the contract at any time, if the project is not delivered as per scheduled timelines and Bank will claim entire amount paid to the vendor with simple interest @18% p.a. along with additional 10% of ‘cost of the contract’, as compensation.

b) If the Vendor fails to complete the entire works / Service(s) before the scheduled completion

date or the extended date or if the Vendor repudiates the Contract before completion of the Services, IDBI / the Purchaser may without prejudice to any other right or remedy available to IDBI / the Purchaser as under the Contract recover from the Vendor, as ascertained and agreed liquidated damages and not by way of penalty:

c) For the purpose of liquidated damages scheduled completion date will be taken as date of

issuance of Acceptance Certificate / Commissioning.

d) IDBI / the Purchaser may without prejudice to its right to effect recovery by any other method, deduct the amount of liquidated damages from any money belonging to the Vendor in its hands (which includes IDBI's/ the Purchaser’s right to claim such amount against Vendor's Bank Guarantee) or which may become due to the Vendor. Any such recovery or liquidated damages shall not in any way relieve the Vendor from any of its obligations to complete the works / service(s) or from any other obligations and liabilities under the Contract / Agreement.

11. Resolution of Disputes:

The Parties shall use their best efforts to amicably settle all disputes arising out of or in connection with the Contract / Agreement in the following manner:

a) The Party raising the dispute shall address to the other Party a notice requesting an amicable settlement of the dispute within seven (7) days of receipt of the notice.

b) The matter will be referred for negotiation between IDBI / the Purchaser and the Vendor. The

matter shall then be resolved by them and the agreed course of action documented within a further period of 15 days.

The Parties agree that any dispute between the Parties, which cannot be settled by negotiation in the manner, described above, may be resolved exclusively by arbitration and such dispute may be submitted by either party to arbitration within 20 days of the failure of negotiations. Arbitration shall be held in Mumbai, India and conducted in accordance with the provision of Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment thereof. Each Party to the dispute shall appoint


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1 arbitrator each and the two arbitrators shall jointly appoint the third or the presiding arbitrator. The arbitration proceedings shall be conducted in the English language. Subject to the above, the courts of law at Mumbai alone shall have the jurisdiction in respect of all matters connected with the Contract / Agreement. The arbitration award shall be final, conclusive and binding upon the Parties and judgment may be entered thereon, upon the application of either party to a court of competent jurisdiction. Each Party shall bear the cost of preparing and presenting its case, and the cost of arbitration, including fees and expenses of the arbitrators, shall be shared equally by the Parties unless the award otherwise provides. The Vendor shall not be entitled to suspend the Service(s) or the completion of the job, pending resolution of any disputes between the Parties and shall continue to render the Service(s) in accordance with the provisions of the Contract / Agreement notwithstanding the existence of any dispute between the Parties or the subsistence of any arbitration or other proceedings. The provision under this section survives the Contract / Agreement.

12. ‘NO CLAIM’ Certificate:

The Vendor shall not be entitled to make any claim, whatsoever, against IDBI, under or by virtue of or arising out of, the Contract / Agreement, nor shall IDBI entertain or consider any such claim, if made by the Vendor after he has signed a ‘No Claim’ Certificate in favour of IDBI in such forms as shall be required by IDBI after the works / Service(s) are finally accepted.

13. Survival:

a) Any provision of the Contract / Agreement which, either expressly or by implication, survive the termination or expiration of the Contract / Agreement, shall be complied with by the Parties including that of the provisions of indemnity, confidentiality, non-disclosure in the same manner as if the present Contract / Agreement is valid and in force and effect.

b) The provisions of the clauses of the Contract / Agreement in relation to Documents, data,

processes, property, Intellectual Property Rights, indemnity, publicity and confidentiality and ownership survive the expiry or termination of the Contract / Agreement and in relation to confidentiality, the obligations continue to apply unless IDBI / the Purchaser notifies the Vendor of its release from those obligations.

14. No Agency:

The Service(s) of the Vendor herein shall not be construed as any agency of IDBI / the Purchaser and there shall be no principal agency relationship between IDBI and the Vendor in this regard

15. No Set-off, counter-claim and cross claims:

In case the Vendor / Bidder has any other business relationship with IDBI / the Purchaser, no right of set-off, counter-claim and cross-claim and or otherwise will be available under this Contract / Agreement to the Vendor / Bidder for any payments receivable under and in accordance with that business.


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16. Key Performance Measurements:

Unless specified by IDBI / the Purchaser to the contrary (in writing), the Vendor / Bidder shall perform the Service(s) and carry out the Service(s) under and in accordance with the terms of the Contract / Agreement.

17. Commencement and Progress:

The Vendor / Bidder shall proceed to carry out the Service(s) with diligence and care in accordance with any stipulation as to the time, manner, mode, and method of execution contained in the Contract / Agreement and shall meet the standards of good industry practice.

18. Statutory Requirements:

During the tenure of the Contract / Agreement nothing shall be done by the Vendor / Bidder in

contravention of any law, act and / or rules / regulations, there under or any amendment thereof

governing inter-alia customs, foreign exchange, etc., and shall keep IDBI / the Purchaser, its directors,

officers, employees, representatives, agents and consultants indemnified in this regard. The Vendor /

Bidder shall procure any further approvals, consents as may be deemed necessary due to change in the

applicable law or regulatory framework or any other reason. The Vendor / Bidder shall maintain

accounts and relevant records as per the requirements of Reserve Bank of India Master Circular on

outsourcing

19. IDBI Bank's / Purchaser’s Right of Inspection and Periodic Audit:

a) IDBI / the Purchaser reserve the right to inspect and monitor / assess the progress of the

Services at any time during the course of the Contract / Agreement. The Purchaser may demand

and upon such demand being made, IDBI / the Purchaser shall be provided with any document,

data, material or any other information, which it may require, to enable it to assess the progress

of the Service(s).

b) IDBI / the Purchaser shall also have the right to conduct, either itself or through another agency

as it may deem fit, an audit to monitor the performance by the Vendor / Bidder of its

obligations / functions in accordance with the standards committed to or required by IDBI / the

Purchaser and the Vendor / Bidder undertakes to cooperate with and provide to IDBI / the

Purchaser / any other agency appointed by the Purchaser, all documents and other details as

may be required by them for this purpose. Any deviations or contravention identified as a result

of such audit / assessment would need to be rectified by the Vendor / Bidder failing which IDBI /

the Purchaser may, without prejudice to any other rights that it may have, issue a notice of

default.

c) It is expressly agreed that nothing stated herein above shall in any way release or discharge the

Vendor / Bidder from any warranty or other obligations / liabilities under and in accordance

with the Contract / Agreement.


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20. Insurance to be taken out by the bidder

a) The Bidder shall :

I. Take out and maintain at their own cost but on the terms and conditions approved by

Purchaser, insurance against the risks, and for the coverage, as shall be specified below.

ii. At the Purchaser’s request, provide evidence to the Purchaser showing that such

insurance has been taken out and maintained and that the current premiums therefore have

been paid.

b) Third party motor vehicle liability insurance as required under Motor Vehicles Act, 1988 in

respect of motor vehicles operated in India by the Bidder or their personnel for the period of

the Contract.

c) Third party liability insurance with a sufficient coverage for the period of the Contract.

d) Professional liability insurance, with a minimum coverage equal to estimated remuneration and

reimbursable.

e) Employer's liability and workers' compensation insurance in respect of the personnel of the

Bidder, in accordance with the relevant provisions of the applicable law, as well as, with respect

to such personnel, any such life, health, accident, travel or other insurance as may be

appropriate; and

f) Insurance against loss of or damage to (I) System(s) purchased in whole or in part with funds

provided under this Contract or otherwise, (ii) the Bidder’s property used in the performance of

the Services, and (iii) any documents prepared by the Bidder in the performance of the Services.

g) The Bidder shall not use these documents for purposes unrelated to this Contract without the

prior written approval of the Purchaser.

h) All obligations of the Bidder under the Contract / Bid Documents survive the Contract / Bid

Document, subject to the provisions stipulated therein.

21. Contract Prices

a) The quoted prices shall be all exclusive of all applicable taxes, duties. There will be no price escalation during the contract period and any extension thereof.

b) Prices should be furnished item-wise with break-up of unit costs as per Commercial bid. The

bidder will pass on to the Bank, the benefit of discounts if any announced during the period of rate contract in respect of the cost of the items for which orders have been placed during the period of contract.

c) The prices stated, shall remain valid for the contract period. Bank may give orders for additions

at the same price. Any reduction in prices due to the principal reducing the prices, reduction in duties, taxes etc., by the Government, shall be passed on to the Bank during the validity period.


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d) Save and except as otherwise provided herein, prices quoted by the Bidder shall remain fixed during the Bidder’s performance of the contract and will not be subject to variation on any account. A bid submitted with an adjustable price quotation will be treated as non-responsive and will be rejected.

e) Price should not be indicated at any place in the Technical Bid. If the price is indicated in the

technical bid, the entire bid will be summarily rejected.

f) The prices for the goods and services that the Bidder will supply shall be quoted in Indian Rupees. Any reference made to variation in pricing due to appreciation / depreciation of Indian rupees against any other currency is not acceptable.

g) Any bid received, which is not in line with these conditions will be summarily rejected. Any

commercial bid, which is conditional and / or qualified or subjected to suggestions or attaching any addendum / annexure, will also, be summarily rejected.

22. Information Security

a) The Vendor/ Bidder and its personnel shall not carry any written material, layout, diagrams, floppy diskettes, hard disk, storage tapes or any other media out of IDBI's / Purchaser’s premises without written permission from IDBI / the Purchaser.

b) The Vendor / Bidder personnel shall follow IDBI's / the Purchaser’s information security policy

and instructions in this behalf.

c) The Vendor / Bidder acknowledges that IDBI's / the Purchaser’s business data and other proprietary information or materials, whether developed by IDBI/ the Purchaser or being used by IDBI / the Purchaser pursuant to a license agreement with a third party (the foregoing collectively referred to herein as “proprietary information”) are confidential and proprietary to IDBI / the Purchaser; and the Vendor / Bidder agrees to use reasonable care to safeguard the proprietary information and to prevent the unauthorized use or disclosure thereof, which care shall not be less than that used by Vendor / Bidder to protect its own proprietary information. Vendor / Bidder recognizes that the goodwill of IDBI / the Purchaser depends, among other things, upon Vendor / Bidder keeping such proprietary information confidential and that unauthorized disclosure of the same by Vendor / Bidder could damage IDBI / the Purchaser. By reason of Vendor's / Bidder’s duties and obligations hereunder, Vendor / Bidder may come into possession of such proprietary information, even though the Vendor / Bidder does not take any direct part in or furnish the Service(s) performed for the creation of said proprietary information and shall limit access thereto to employees with a need to such access to perform the Services required by the Contract / Agreement. Vendor / Bidder shall use such information only for the purpose of performing the Service(s).

d) Vendor / Bidder shall, upon termination of the Contract / Agreement for any reason, or upon

demand by IDBI / Purchaser, whichever is earliest, return any and all information provided to Vendor / Bidder by IDBI / the Purchaser, including any copies or reproductions, both hardcopy and electronic copy.


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23. Ownership and Retention of Documents

a) IDBI / the Purchaser shall own the documents, prepared by or for the Vendor / Bidder arising out of or in connection with the Contract / Agreement.

b) Forthwith upon expiry or earlier termination of the Contract / Agreement and at any other time

on demand by IDBI / the Purchaser, the Vendor / Bidder shall deliver to IDBI / the Purchaser all documents provided by or originating from IDBI / the Purchaser and all documents produced by or from or for the Bidder in the course of performing the Service(s), unless otherwise directed in writing by IDBI / the Purchaser at no additional cost. The Vendor / Bidder shall not, without the prior written consent of IDBI / the Purchaser store, copy, distribute or retain any such Documents.

24. Data Ownership

By virtue of the Contract / Agreement, the Vendor's / Bidder’s team may have access to personal and business information of IDBI / the Purchaser and /or a third party or any taxpayer, any other person covered within the ambit of any Income tax legislation. IDBI / the Purchaser have the sole ownership of and the right to use, all such data in perpetuity including any data or other information pertaining to the subscriber that may be in the possession of the Vendor / Bidder or Vendor's / Bidder’s team in the course of performing the Service(s) under the Contract / Agreement.

25. Representations and Warranties

In order to induce IDBI / the Purchaser to enter into the Contract / Agreement, the Vendor / Bidder

hereby represents and warrants as of the date hereof, which representations and warranties shall

survive the term and termination hereof, the following:

i. That the Bidder is a company which has the requisite qualifications, skills, experience and

expertise in providing Information and Communication Technology (ICT) and other Service(s)

contemplated hereunder to third parties, the technical know-how and the financial

wherewithal, the power and the authority to enter into the Contract / Agreement and provide

the Service(s) / Systems sought by IDBI / the Purchaser.

ii. That the Vendor / Bidder is not involved in any major litigation, potential, threatened and

existing, that may have an impact of affecting or compromising the performance and delivery of

Service(s) / Systems under the Contract / Agreement.

iii. That the representations made by the Vendor / Bidder in its bid are and shall continue to remain true and fulfill all the requirements as are necessary for executing the duties, obligations and responsibilities as laid down in the Contract / Agreement and the Bid Documents and unless IDBI / the Purchaser in writing specifies to the contrary, the Vendor / Bidder shall be bound by all the terms of the bid.

iv. That the Vendor / Bidder has the professional skills, personnel and resources / authorizations that are necessary for providing all such services as are necessary to perform its obligations under the bid and this Contract / Agreement.

v. That the Vendor / Bidder shall ensure that all assets including but not limited to software’s, licenses, databases, documents, etc. developed, procured, deployed and created during the term of the Contract / Agreement are duly maintained and suitably updated, upgraded, replaced with regard to contemporary and statutory requirements.


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vi. That the Vendor / Bidder shall use such assets of IDBI / the Purchaser as the Purchaser may permit for the sole purpose of execution of its obligations under the terms of the bid, Tender or the Contract / Agreement. The Bidder shall however, have no claim to any right, title, lien or other interest in any such property, and any possession of property for any duration whatsoever shall not create any right in equity or otherwise, merely by fact of such use or possession during or after the term hereof.

vii. That the Vendor / Bidder shall procure all the necessary permissions and adequate approvals and licenses for use of various software and any copyrighted process / product free from all claims, titles, interests and liens thereon and shall keep IDBI / the Purchaser, its directors, officers, employees, representatives, consultants and agents indemnified in relation thereto.

viii. That all the representations and warranties as have been made by the Vendor / Bidder with respect to its bid and Contract / Agreement, are true and correct, and shall continue to remain true and correct through the term of the Contract.

ix. That the execution of the Service(s) herein is and shall be in accordance and in compliance with all applicable laws as amended from time to time and the regulatory framework governing the same.

x. That there are – (a) no legal proceedings pending or threatened against Vendor / Bidder or its team which adversely affect / may affect performance under this Contract / Agreement; and (b) no inquiries or investigations have been threatened, commenced or pending against the Vendor / Bidder or its team members by any statutory or regulatory or investigative agencies.

xi. That the Bidder has the corporate power to execute, deliver and perform the terms and provisions of the Contract / Agreement and has taken all necessary corporate action to authorize the execution, delivery and performance by it of the Contract / Agreement.

xii. That all conditions precedent under the Contract / Agreement has been complied. xiii. That neither the execution and delivery by the Vendor / Bidder of the Contract / Agreement nor

the Vendor's / Bidder’s compliance with or performance of the terms and provisions of the Contract / Agreement (i) will contravene any provision of any applicable law or any order, writ, injunction or decree of any court or governmental authority binding on the Vendor / Bidder (ii) will conflict or be inconsistent with or result in any breach of any or the terms, covenants, conditions or provisions of, or constitute a default under any agreement, contract or instrument to which the Vendor / Bidder is a party or by which it or any of its property or assets is bound or to which it may be subject or (iii) will violate any provision of the Memorandum and Articles of Association of the Vendor / Bidder.

xiv. That the Vendor/ Bidder certifies that all registrations, recordings, filings and notarizations of the Contract / Agreement and all payments of any tax or duty, including without limitation stamp duty, registration charges or similar amounts which are required to be effected or made by the Vendor / Bidder which is necessary to ensure the legality, validity, enforceability or admissibility in evidence of the Contract / Agreement have been made.

xv. That the Vendor / Bidder confirms that there has not and shall not occur any execution, amendment or modification of any agreement / contract without the prior written consent of IDBI / the Purchaser, which may directly or indirectly have a bearing on the Contract / Agreement or Service(s).

xvi. That the Vendor / Bidder owns, has license to use or otherwise has the right to use, free of any pending or threatened liens or other security or other interests all Intellectual Property Rights, which are required or desirable for the Service(s) and the Vendor / Bidder does not, in carrying on its business and operations, infringe any Intellectual Property Rights of any person. None of the Intellectual Property or Intellectual Property Rights owned or enjoyed by the Vendor / Bidder or which the Vendor / Bidder is licensed to use, which are material in the context of the Vendor's / Bidder’s business and operations are being infringed nor, is there any infringement


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or threatened infringement of those Intellectual Property or Intellectual Property Rights licensed or provided to the Vendor / Bidder by any person. All Intellectual Property Rights (owned by the Vendor / Bidder or which the Bidder is licensed to use) are valid and subsisting. All actions (including registration, payment of all registration and renewal fees) required to maintain the same in full force and effect have been taken thereon and shall keep IDBI/the Purchaser, its directors, officers, employees, agents, representatives and consultants indemnified in relation thereto.

26. Confidentiality

a) The Parties agree that they shall hold in trust any Confidential Information received by either Party, under the Contract / Agreement, and the strictest of confidence shall be maintained in respect of such Confidential Information. The Parties also agree:

i. To maintain and use the Confidential Information only for the purposes of the Contract /

Agreement as permitted herein;

ii. to only make copies of only such documents / paper as specifically authorized by the prior written consent of the other party and with the same confidential or proprietary notices as may be printed or displayed on the original;

iii. to restrict access and disclosure of Confidential Information to such of their employees,

agents, vendors, and Bidders strictly on a "need to know" basis, to maintain confidentiality of the Confidential Information disclosed to them in accordance with this Clause and

iv. To treat Confidential Information as confidential for a period of [five (5)] years from the

date of receipt. In the event of earlier termination of the Contract / Agreement, the Parties hereby agree to maintain the confidentiality of the Confidential Information for a further period of [two (2)] years from the date of such termination.

b) Confidential Information in oral form must be identified as confidential at the time of disclosure

and confirmed as such in writing within 30 (thirty) days of such disclosure. Confidential Information does not include information which:

i. the recipient knew or had in its possession, prior to disclosure, without limitation on its

confidentiality;

ii. is independently developed by the recipient without breach of the Contract / Agreement ;

iii. information in the public domain as a matter of law;

iv. is received from a third party not subject to the obligation of confidentiality with respect to such information;

v. is released from confidentiality with the written consent of the other Party.

The recipient shall have the burden of proving that Clauses (i) or (ii) above are applicable to the information in the possession of the recipient.


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c) Notwithstanding the foregoing, the Parties acknowledge that the nature of the Service(s) to be performed under this Contract / Agreement may require the Vendor's/ Bidder's personnel to be present on premises of IDBI / the Purchaser or may require the Vendor's / Bidder's personnel to have access to computer networks and databases of IDBI/ the Purchaser while on or off premises of IDBI/the Purchaser. It is understood that it would be impractical for IDBI / the Purchaser to monitor all information made available to the Vendor / Bidder under such circumstances and to provide notice to the Vendor / Bidder of the confidentiality of all such information. Therefore, the Vendor / Bidder agrees that any technical or business or other information of the IDBI Bank / Purchaser that the Vendor's / Bidder’s personnel, or agents acquire while on the IDBI's / Purchaser premises, or through access to IDBI's / the Purchaser computer systems or databases while on or off IDBI's / the Purchaser premises, shall be deemed Confidential Information.

d) Confidential Information shall at all times remain the sole and exclusive property of the

disclosing Party. Upon termination of the Contract / Agreement, Confidential Information shall be returned to the disclosing Party or destroyed, if incapable of return. The destruction shall be witnessed and so recorded, in writing, by an authorized representative of each of the Parties. Nothing contained herein shall in any manner impair rights of IDBI / the Purchaser in respect of the Systems, Service(s), and Documents etc.

e) In the event that any of the Parties hereto becomes legally compelled to disclose any

Confidential Information, such Party shall give sufficient notice to the other Party to enable the other Party to prevent or minimize to the extent possible, such disclosure. Neither party shall disclose to a third party any Confidential Information or the contents of the Contract / Agreement without the prior written consent of the other Party. The obligations of this Clause shall be satisfied by handling Confidential Information with the same degree of care, which the receiving Party applies to its own similar confidential information but in no event less than reasonable care. The obligations of this Clause shall survive the expiration, cancellation or termination of this Contract / Agreement.

f) The provision of this clause shall survive termination of the Contract / Agreement till such

Confidential Information enters public domain or as stated above.

27. Termination

a) IDBI / the Purchaser may, terminate the Contract / Agreement by giving the Vendor / Bidder a prior and written notice of 2 (Two) months indicating its intention to terminate the Contract / Agreement under the following circumstances:

i. Where it comes to IDBI's / the Purchaser’s attention that the Vendor / Bidder (or the

Bidder’s team) is in a position of actual conflict of interest with the interests of IDBI/the Purchaser, in relation to any of terms of the Bidder’s bid or the Contract / Agreement.

ii. Where the Vendor's / Bidder’s ability to survive as an independent corporate entity is threatened or is lost owing to any reason whatsoever, including inter-alia the filing of any bankruptcy proceedings against the Vendor / Bidder, any failure by the Vendor / Bidder to pay any of its dues to its creditors, the institution of any winding up proceedings against the


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Vendor / Bidder or the happening of any such events that are adverse to the commercial viability of the Vendor / Bidder.

iii. In the event of the happening of any events of the above nature, IDBI / the Purchaser shall reserve the right to take any steps as are necessary, to ensure the effective transition of the Service(s) to the next successor Bidder, and to ensure business continuity.

b) Termination for Insolvency: IDBI / the Purchaser may at any time terminate the

Contract/Agreement by giving written notice of 2 months to the Vendor / Bidder, indicating its intention of termination the Contract / Agreement, without compensation to the Vendor / Bidder, if the Vendor / Bidder becomes bankrupt or otherwise insolvent, provided that such termination will not prejudice or affect any right of action or remedy which has accrued or will accrue thereafter to IDBI / the Purchaser.

c) Termination for Default: IDBI / the Purchaser, without prejudice to any other right or remedy

for breach of Contract, by a written notice of default sent to the Vendor / Bidder, may terminate the Contract / Agreement in whole or in part.

d) Termination for other than Default: IDBI Bank / the Purchaser, without prejudice to any other

right or remedy and without assigning any reason, may at its sole discretion, serve upon the Vendor / Bidder a written notice of 30 (thirty) days, indicating its intention to terminate the Contract / Agreement and may terminate the Contract / Agreement in whole or in part

28. Consequences of Termination

a) In the event of termination of the Contract / Agreement due to any cause whatsoever, [whether consequent to the stipulated term of the Contract / Agreement or otherwise], IDBI / the Purchaser shall be entitled to impose any such obligations and conditions and issue any clarifications as may be necessary to ensure an efficient transition and effective business continuity of the Service(s) which the Vendor / Bidder shall be obliged to comply with and take all available steps to minimize loss resulting from that termination / breach, and further allow the next successor vendor / bidder to take over the obligations of the erstwhile Vendor / Bidder in relation to the execution / continued execution of the scope of the Contract / Agreement.

b) In the event that the termination of the Contract / Agreement is due to the expiry of the term of

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

c) Where the termination of the Contract / Agreement is prior to its stipulated term on account of

a default on the part of the Vendor / Bidder or due to the fact that the survival of the Vendor / Bidder as an independent corporate entity is threatened/has ceased, IDBI/ the Purchaser shall pay the Vendor / Bidder for that part of the Service(s) which have been authorized by IDBI/ the Purchaser and satisfactorily performed by the Vendor / Bidder up to the date of termination, without prejudice to any other rights, IDBI / the Purchaser may retain such amounts from the


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payment due and payable by IDBI / the Purchaser to the Vendor / Bidder as may be required to offset any losses caused to IDBI / the Purchaser as a result of any act / omissions of the Vendor / Bidder. In case of any loss or damage due to default on the part of the Vendor / Bidder in performing any of its obligations with regard to executing the Service(s) under the Contract / Agreement [as laid down in the Service Level Requirements Annexure-3,] the Vendor / Bidder shall compensate IDBI /the Purchaser for any such loss, damages or other costs, incurred by IDBI / the Purchaser. Additionally, the sub Vendor / Bidder / other members of its team shall continue to perform all its obligations and responsibilities under the Contract / Agreement in an identical manner as were being performed hitherto before in order to execute an effective transition and to maintain business continuity. All the permitted third parties shall continue to perform all / any functions as stipulated by IDBI / the Purchaser and as may be proper and necessary to execute the Service(s) under the Contract / Agreement in terms of the Vendor's / Bidder’s bid and the Contract / Agreement.

d) Nothing herein shall restrict the right of IDBI / the Purchaser to invoke the Performance Bank

Guarantee and other guarantees, securities furnished, enforce the Deed of Indemnity and pursue such other rights and / or remedies that may be available to IDBI / the Purchaser under law or otherwise.

e) The termination hereof shall not affect any accrued right or liability of either Party nor affect

the operation of the provisions of the Contract / Agreement that are expressly or by implication intended to come into or continue in force on or after such termination.

f) In the event of termination of this Contract / Agreement for any reason whatsoever, IDBI Bank

shall have the right to publicize such termination to caution the customers / public from dealing with the Vendor / Bidder

g) Termination survives the Contract / Agreement.

h) Conflict of interest: The Vendor / Bidder shall disclose to IDBI / the Purchaser in writing, all

actual and potential conflicts of interest that exist, arise or may arise (either for the Vendor / Bidder or the Bidder’s team) in the course of performing the Service(s) as soon as practical after it becomes aware of that conflict.

i) Publicity: The Vendor / Bidder shall not make or permit to be made a public announcement or

media release about any aspect of the Contract / Agreement unless IDBI/ the Purchaser first gives the Vendor / Bidder its prior written consent.

29. Relationship between the Parties

a) Nothing in the Contract / Agreement constitutes any fiduciary relationship between IDBI / the Purchaser and Vendor / Bidder / Bidder’s Team or any relationship of employer - employee, principal and agent, or partnership, between IDBI / the Purchaser and Vendor / Bidder.

b) No Party has any authority to bind the other Party in any manner whatsoever except as agreed under the terms of the Contract / Agreement.


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c) IDBI / the Purchaser have no obligations to the Vendor's / Bidder’s team except as agreed under the terms of the Contract / Agreement.

30. No Assignment

The Contract / Agreement cannot be transferred or assigned by the Vendor / Bidder without the prior

written approval of IDBI / the Purchaser.

31. Entire Contract

The terms and conditions laid down in the Bid Document and all Annexure thereto shall be read in consonance with and form an integral part of the Contract / Agreement. This Contract supersedes any prior Contract, understanding or representation of the Parties on the subject matter

32. Governing Law

The Contract / Agreement shall be governed in accordance with the laws of Republic of India. These

provisions shall survive the Contract / Agreement.

33. Jurisdiction of Courts

The courts of India at Mumbai have exclusive jurisdiction to determine any proceeding in relation to the Contract / Agreement. These provisions shall survive the Contract / Agreement.

34. Suspension of Payment to the Vendor / Bidder

IDBI may by a written notice of suspension, suspend all payments to the Vendor / Bidder under the Contract / Agreement, if the Vendor / Bidder failed to perform any of its obligations under the Contract / Agreement, (including the carrying out of the service(s)) provided that such notice of suspension:

i. Shall specify the nature of the failure and

ii. Shall request the Vendor / Bidder to remedy such failure within a specified period from the date of issue of such notice of suspension.

35. Time Limit for the Commencement of Work

Time limit for commencement of work shall be one (1) week from the date of issuance of purchase

order.

36. Period of Contract

a) CBS Finacle 10.x Migration –Eighteen months from the award of Contract (i.e. issuance of purchase order).

b) Three months Warranty Period will start from the date of acceptance by Bank by issuing Certificate of acceptance (Go Live).

c) The period of Contract shall be extendable, based on mutually agreed terms.


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37. Force Majeure

a) Notwithstanding the provisions of this RFP the Vendor shall not be liable for forfeiture of its Performance Bank Guarantee, liquidated damages or termination for default, if and to the extent that, its delay in performance or other failure to perform its obligations under the Contract / Agreement is the result of an event of Force Majeure.

b) For purpose of this Clause “Force Majeure” means war or revolution, terrorist act, fire, flood,

earthquake, epidemic, quarantine restriction and freight embargoes.

c) If a Force Majeure situation arises, the Vendor shall promptly notify the Bank in writing of such conditions and the cause thereof. Unless otherwise directed by the Bank in writing, the Vendor shall continue to perform its obligations under the Contract as far as is reasonably practical and shall seek all reasonable alternative means for performance not prevented by the Force Majeure event. The Bank may terminate the Contract / Agreement, by giving a written notice of minimum 30 days to the Vendor, if as a result of Force Majeure the Vendor is unable to perform a material portion of the Service(s) for a period of more than 60 days.

38. Intellectual Property Rights and Patent Rights

a) Purchaser / IDBI shall own and have a right in perpetuity to use all Intellectual Property Rights which have arisen out of or in connection with the implementation of the Contract, including all processes and products which have been developed by the Bidder/Vendor during the performance of Service(s) and for the purposes of inter-alia, use or sub-license of Service(s) under the Contract. The Bidder undertakes to disclose all Intellectual Property Rights arising out of or in connection with the performance of the Service(s) to the Purchaser / IDBI and execute all such agreements / documents and file all relevant applications, effect transfers and obtain all permits, approvals, consents and no objections that may be necessary in this regard to effectively transfer and conserve the Intellectual Property Rights of the Purchaser / IDBI.

b) Further, the Bidder / Vendor shall be obliged to ensure that all approvals, consents, no objections, registrations, licenses, permits and rights which are inter-alia necessary for use of the information technology system installed by the Bidder / Vendor, shall be acquired in the name of the Purchaser / IDBI, prior to termination of the Contract and which shall be assigned by the Purchaser / IDBI if necessary under the applicable laws or otherwise to the Bidder / Vendor for the purpose of execution of any of its obligations under the terms of the Bid, or the Contract. However, subsequent to the term of the Contract, such approvals, consents, no objections, registrations, licenses, permits and rights etc., shall ensure to the exclusive benefit of the Purchaser / IDBI.

c) The Bidder shall ensure that while it uses any software, hardware, processes or material in the course of performing the Service(s), it does not infringe the Intellectual Property Rights of any person and the Bidder / Vendor shall keep the Purchase / IDBI, its directors, employees, agents and representatives indemnified against all costs, charges, expenses, liabilities, claims, damages, litigations, suits, judgments and / or otherwise howsoever, arising out of any illegal or unauthorized use (piracy) or in connection with any claim or proceedings relating to any breach or violation of any permission/license terms or infringement of any Intellectual Property Rights by the Bidder/Vendor or any sub-Bidder during the course of performance of the Service(s).The liability of the bidder in such scenario shall be unlimited.


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39. Warranty

a) The Bidder / Vendor will provide 3 Months warranty from the date of issuance of Acceptance Certificate (Go Live) accompanied with necessary onsite resources for the project implemented. Any defects / bugs noticed in the migrated/implemented applications shall be reworked and / or replaced by the Bidder / Vendor with defect-free components free-of-cost.

b) Bidder / Vendor should provide software patches / upgrades towards complying with all the statutory and any other requirements from the Bank as specified from time to time during the Contract period, free of cost. The warranty period would start after live implementation* (*Live implementation means that after user acceptance and audit clearance the complete System is ported on the production environment (Go Live) and after issuance of Acceptance Certificate by the Bank).

c) Bidder should setup one centralized L2 Support at Belapur, Navi Mumbai (DC), till the completion of warranty support. The Bank has a right to interview and reject resources deployed by the Bidder.

d) Post warranty, the application will be covered under the AMC / ATS by the OEM. The Bidder should ensure, as part of AMC / ATS that the OEM to provide following service(s):

OEM has to maintain the source code and provide bug fixes for the defects / bugs noticed in the application without any additional cost.

All upgrades should be provided as part of ATS.

e) The Vendor / Bidder shall warrant that the project, implemented under the Contract is specifically designed and developed for the Bank and based on the most recent and current techniques and complies with the specifications defined later on in the document.

f) The Bank shall notify the Vendor of any claims arising under this warranty. If the Vendor / Bidder, having been notified, fails to remedy the defect(s) within a timeframe specified in the Service Level Requirements in Annexure-3, the Bank shall proceed to take such remedial action as may be necessary, at the Vendor’s / Bidder's risk and expense and without prejudice to any other rights which the Bank may have against the Vendor under the Contract or applicable laws or in equity.

g) No variation in or modification of the terms of the Contract shall be made.

40. User Acceptance Test and Quality Check

a) The User Acceptance Tests, which shall involve testing of the entire set-up including the hardware, and its integration with application software and within the time limit prescribed by the Bank with live and test data shall be conducted by the Bank. The User Acceptance Test must be completed to the satisfaction of the Bank, within a time frame specified by the Bank.

b) The Bank reserves the right to evolve a procedure of Quality Checking to ensure that the project deployment and migration is according to the prescribed specifications.

c) The Mock migration and Customization / Interface porting acceptance criteria shall be defined, through mutual agreement between the Bank and the Vendor, at the time of finalization of Contract / Agreement.

d) Nothing stated herein above shall in any way release or discharge the Vendor from any warranty or other obligations / liabilities under and in accordance with the Contract / Agreement.


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e) On successful completion of User Acceptance Testing and receipt of deliverables, etc, and after the Bank (which shall not be deemed to be an obligation on the Purchaser) is satisfied with the working of the migrated software/solution, the Acceptance Certificate in the format given in Annexure-1 (Form 6) will be issued by the Bank post ‘Go Live’. The date on which such certificate is signed shall be deemed to be the date of successful completion of the FINACLE 10.x migration.

41. Migration

Time is the essence of this Contract / Agreement and entire project should be completed within 18 months from the date of issuance of Contract. A tentative schedule for project implementation has been provided under Section 5, Clause 9: Schedule, which can be used as reference / guidelines.

42. Start of Installation:

Prior to taking up installation of any major component of work, the Vendor / Bidder shall submit to IDBI / the Purchaser his proposed procedures and obtain IDBI's / Purchaser’s approval in writing.

43. Reporting Progress:

The Vendor / Bidder shall monitor progress of all the activities specified in the program of works and submit free of cost weekly progress report about various aspect of the works / Service(s) to IDBI / the Purchaser. IDBI / the Purchaser on mutual agreement between both Parties may change the periodicity of such reports.

Also the Vendor / Bidder will have to participate in weekly meetings with IDBI / the Purchaser to discuss project progress and various issues concerning efficient and timely execution.

If at any time it appears to IDBI / the Purchaser that the actual progress of work / Service(s) does not conform to the approved program, the Vendor / Bidder shall produce at the request of IDBI / the Purchaser a revised program showing the modification to the approved program necessary to ensure completion of the works within the time for completion.

The submission for approval by IDBI / the Purchaser of such revised program shall not relieve the Vendor / Bidder of any of his duties, obligations or responsibilities under the Contract / Agreement.

44. Bidder’s Integrity

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

45. Limitation of Liability

The Parties acknowledge that circumstances may arise where on account of a breach by Bidder of the terms of this RFP and subsequent Agreement, or other contractual or tortuous claim, the Bank may be entitled to damages from Bidder.

a) Bidder’s aggregate liability shall be subject to an overall limit of 100% of the Total Project Cost

for the Contract period.

b) The limits specified in Sub-Clause (a) above shall not apply to:


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i. claims made by the Bank for claims relating to the loss of or damage to real property and

tangible personal property and for bodily injury or death which is caused by sole gross

negligence or sole willful misconduct of the Bidder or its employees;

ii. claims against the Bank resulting from misconduct or gross negligence of the Bidder, its

employees and subcontractors or from infringement of patents, trademarks, copyrights or

such other Intellectual Property Rights or breach of confidentiality obligations;.

c) The Bank shall not be held liable for and is absolved of any responsibility or claim/litigation

arising out of the use of any third party software or modules supplied by the Bidder as part of

this RFP. The Bank may be entitled to damages from Bidder on account of this.

In no event shall the Bank be liable for any indirect, incidental or consequential damages or

liability, under or in connection with or arising out of this RFP and subsequent agreement or the

software delivered hereunder, howsoever such liability may arise, provided that the claims

against customers, users and service providers of the Bank would be considered as a direct

claim.

d) In circumstances where the Bidder indemnifies the Bank against any claims of infringement of

any Intellectual Property rights, the BIDDER must at its own expense promptly;

i. Procure the unrestricted right for the Bank to continue using and receiving the same; or

ii. Make or procure on Bank’s behalf such alterations, modifications, adjustments or

substitutions to all or any parts of the same so that it becomes non-infringing without

affecting the relevant part of Deliverables or Services or prejudice their compliance with

their terms of the specifications or requirements of RFP; or

iii. Substitute a non-infringing version of the infringing item of at least functional equivalence

conforming to applicable requirements under the RFP.

e) If Bidder is unable to provide any of the forgoing alternatives, the Bank may at its own option

terminate forthwith the subsequent Agreement to be entered into with the Bidder.

f) Bidder will, upon payment or satisfaction of such indemnity in full, be subrogated to all rights of

the Bank with respect to the claims to which such indemnification relates.


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Section 5: Scope of Work

1. Broad Scope

a) Overview

The bidders are required to quote the cost for the Core Banking migration / upgrade, customization, porting and implementation of new licensed modules / new add-on solutions of Finacle 10.x, CBT, trainings etc. as per the scope of services mentioned below. The necessary hardware sizing recommendations for the proposed migration as well as new add-on modules being procured need to be provided by the Bidder. The Bank will decide whether to map the same with the existing hardware or if necessary procure the same, if need arises.

b) Scope of the Service(s)

i. Finacle Version Upgrade / Migration to Finacle 10.x (latest dot version certified by the OEM) and Data Migration with existing interfaces.

ii. Customization retrofitting and porting along with Interface porting. iii. Installation, integration and Implementation of new modules / add-on applications. iv. Oracle RAC Implementation (DC, DR& NDR). v. Providing application maintenance and support services for 12 months post Warranty period.

vi. Provide End user training and Functional & Technical training to the Core teams. vii. Provide computer based training tool / module on Finacle 10.x and new module including of

customization to be provided. viii. Providing ’Go Live’ Support for the Branches for 1 week from the date of migration.

ix. The Bidder has to involve the OEM vender for the proposed migration / version upgrade from project initiation till closure of the project. The OEM Should also be responsible along with the bidder for the proposed migration till closure of the project.

x. Bank will carry out Load/Performance/Stress testing of the upgraded/migrated version of Finacle /add-on applications to test the scalability of the applications as per the projected volumes. Bidder has to provide all required end to end support (including Application, OS, Database, middleware, etc.) to carry out the successful testing with the vendor identified by the Bank.

2. Scope – Details:

The Bank reserves the right to enhance, modify, improve, amend etc., the scope of work in

order to give effect to / achieve the purpose of this RFP.

2.1. Finacle Version upgrade (Migration to new version 10.x) and data migration.

The Bank is currently having the following Finacle versions operating in a centralized mode from its Data Centre (DC) at Belapur, Navi Mumbai. Main Scope of this project would be to upgrade Finacle core banking (India , Dubai and IBU operations) to Finacle 10.x independently and to migrate and merge the Finacle CFS (Corporate Finance System) with its Finacle CBS (India operations).


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Finacle Instance Modules Operating System

Database Finacle Version

Core Banking System (India Operations)

Retail and Corporate Trade Finance Finacle CSIS Connect 24

IBM-AIX-6.1 TL07

Oracle 11gR2 (11.2.0.3)

7.0.25

Core Banking System (Dubai Operations)

Retail and Corporate Trade Finance

IBM-AIX-6.1 TL07

Oracle 11gR2 (11.2.0.3)

7.4.10

Core Banking System (IBU Operations)

Retail and Corporate Trade Finance

IBM-AIX-6.1 TL07

Oracle 11gR2 (11.2.0.3)

7.4.10

Core Banking System (Corporate Finance)

Commercial Lending (Customized solution for IDBI Bank)

IBM-AIX-5.3 TL07

Oracle 9i 7.0.6

2.1.1. Finacle Core (India Operations) to Finacle 10.x

Existing Finacle CBS 7.0.25 should be upgraded / migrated to Finacle 10.x (latest certified dot version) with Single Sign on, CIF and Signature verification System.

2.1.2. Finacle Core ( Dubai Operations) to Finacle 10.x

Existing Finacle CBS 7.4.10 should be upgraded to Finacle 10.x (latest certified dot version) with Single Sign on, CIF and Signature verification System.

2.1.3. Finacle Core (Corporate Finance System ) to Finacle 10.x

i. The Finacle CFS is a Finacle7 instance customized specifically to the Bank for carrying out commercial lending. As the Finacle Core 10.x version is having a separate CLA module, the CFS data should be migrated to Finacle Core 10.x (India Operations) CLA itself.

ii. All existing functionalities of Finacle CFS of IDBI Bank should be made available in Finacle10.x even if it is not available in the base product.

iii. Migration of history data of the existing Finacle CFS instance to Finacle 10.x (CLA Module).

2.1.4. Hardware Sizing

The Selected Bidder shall provide the hardware sizing, duly certified / approved by the OEM Vendor of the Finacle CBS (Infosys), based on the projections provided by the Bank. 2.1.5. Functional and Technical Training

Bidder shall provide necessary Functional and Technical Training to the bank’s team and the

training has to be necessarily taken up by the OEM vendor (Infosys)


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S. No. Training Type Minimum no of

Working Days

No. of

Batches

No. of Trainees

per Batch. (*)

1 Core Team Training – Functional

30 3 30

2 Core Team Training – Technical 10 2 30

3 Executives awareness 2 2 30

(*) Each batch should be able to accommodate additional 10% of resources over and above the limit prescribed.

i. Functional training for three batches with a maximum of 100 resources (in total) has to be given in Finacle10.x version which should include the new modules which would be procured by the bank through this RFP.

ii. Technical training for two batches with a maximum of 66 resources have to be given in Finacle 10.x which should include the new modules which would be procured by the bank through this RFP.

iii. One Functional and one Technical training should happen prior to the commencement of DRG phase at OEM’s premises so that the core team of the bank can have familiarity of Finacle 10.x well before the commencement of the migration project.

iv. Other trainings can be provided at Bank’s premises at Belapur, Navi Mumbai once the training server is installed and pilot migration is successfully over.

2.1.6. DR site and NDR setup support

a) Bidder / Vendor should carry out the deployment of the application / DB in DR and NDR as applicable.

b) Bidder / Vendor should provide necessary Technical support to enable DR as well as NDR for the core banking solution post ‘GO Live’ within the project timelines specified.

c) It is the responsibility of the bidder / vendor to enable the DR / NDR well within the project timelines specified.

2.1.7. Finacle Core ( IBU ) to Finacle 10.x

Existing Finacle CBS 7.4.10 should be upgraded to Finacle 10.x (latest certified dot version) with Single Sign on, CIF and Signature verification System.

2.2. Customization Retrofits and Interface Porting.

2.2.1. Existing customizations of Finacle Core ( India Operations)

Retro fitting of all existing customization items of Finacle 7.0.25 (India Operations) as on the date of commencement of Requirement Gathering phase of the migration to the new Finacle 10.x (India Operations)

2.2.2. Existing customizations of Finacle Core ( Dubai Operations)


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Retro fitting of all existing customization items as on the date of commencement of Requirement Gathering phase of the migration to the new Finacle 10.x (Dubai Operations)

2.2.3. Existing customizations of Finacle CFS

Retro fitting of all existing customization items of Finacle CFS as on the date of commencement of Requirement Gathering phase of the migration to the new Finacle 10.x (India Operations) under CLA module

2.2.4. Existing Interfaces of Finacle Core (India / Dubai / IBU Operations / CFS)

The interfaces required for the Solution need to be sized, designed, developed, tested, installed, implemented and maintained by the Bidder, during the contract period, meeting fully the functional, technical, integration and interfacing requirements. The Solution should enable all currently specified interfaces as well as allow for introduction of new interfaces/channels as the case may be.

The Bidder is expected to interface the Solution to the Bank’s applications, which are mentioned in Annexure-8 – Interfaces of this document.

The Bidder should use the Finacle integrator to integrate other Systems with Finacle 10.x to the extent feasible,

The Bidder will be responsible for identifying the detailed interface requirements for integrating the proposed packages to the Systems and for all other functionalities as mentioned in this RFP.

The Bidder must ensure that all the proposed application vendors agree to share data dictionaries with the Bank for statutory and regulatory requirements, current and future product interfaces/modules such as BI/DW, MIS-ADF, CRM, Risk Management, Compliance Solution, Audit & inspection, CRISIL, Treasury Solutions, Internet Banking, ATM Interface, Document Management, Integrated Payment Hub, etc. at no cost and assist the Bank in mapping their data formats and semantics with the new products as required by the Bank during the contract period.

The Bidder has to Supply, install, customise, implement, train, rollout and maintain the interfaces including supply of the necessary hardware infrastructure, tools necessary for the functioning of the interface. The Bidder is required to build interfaces between the proposed solution with the Applications and systems mentioned in Annexure 8 – Interface Requirements. It is the expectation of the Bank that the integration/interface architecture is based around the industry best practises especially on Service Oriented Architecture (SOA). The list of key functions which consists of the most important interfaces as mandated by the Functional/Technical Requirements is defined in Annexure 8 – Interface Requirements.

The Bank reserved the rights to prioritize the interface building within the overall timelines defined in Annexure 8 – Interface Requirements.

The interface architecture should be clearly defined. The integration architecture should include the types of interfaces supported; the standards used and should comply with Bank’s architecture principles.

The Bidder will present to the Bank the interface requirement for review.

Any suggestions from the Bank will have to be included by the Bidder.

The Bidder will be responsible for developing, testing and maintaining the interfaces. When developing the interfaces, the Bidder should ensure the requirements of data format, frequency


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of data transfer, quality checks and validations before data transfer and priorities for data transfer are identified and addressed.

The Bidder must ensure that all applicable interfaces are automated with no manual intervention.

All Support applications proposed by the Bidder to meet the functional requirements of the Bank should provide an on-line interface with the existing CBS Solution and other critical solutions proposed under this RFP or implemented by the Bank at a later date.

The Bidder will ensure and incorporate all necessary security and control features within the application, operating system, database, etc. so as to maintain integrity and confidentiality of data at all times.

The Bidder will be responsible for setting up the test environment for interface testing.

The Bidder must ensure that a sound methodology is implemented (e.g. SOA governance framework, integration competency centre) to manage the interfaces.

2.2.5. Existing customizations of Finacle Core ( IBU Operations)

Retro fitting of all existing customization items as on the date of commencement of Requirement Gathering phase of the migration to the new Finacle 10.x (IBU Operations)

2.3.Installation, Integration and Implementation of new modules / Add-on Applications.

Bank has identified to implement the following new modules as mentioned in 2.3.1 and 2.3.2 of

Finacle 10.x for their business / technical needs.

2.3.1. Functional Modules

2.3.1.1. Referral 2.3.1.2. Subsidy 2.3.1.3. Syndication 2.3.1.4. Buyer’s Credit 2.3.1.5. Utility Bill Payments 2.3.1.6. Signature Verification System

2.3.2. Technical Modules

2.3.2.1. Single Sign on 2.3.2.2. Localization 2.3.2.3. Finale Integrator Workbench

With Fin Mapper, Module-wise Business messages (deposits, loans, casa, paysys, tfin,

cif, limits, SVS), IFX Messages Technical

2.3.3. FSDP Tools

2.3.3.1. Fin Customization IDE Core 2.3.3.2. Fin Customization IDE CRM 2.3.3.3. Finacle Script IDE 2.3.3.4. Finacle Report Designer 2.3.3.5. Finacle Data Transformer 2.3.3.6. Finacle Data Migration Tool kit


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2.3.3.7. Finacle Environment Synchronization tool kit 2.3.3.8. Finacle Parameter Promotion Tool 2.3.3.9. Finacle Load Simulator

2.4. Oracle Real Application Clusters deployment

Implementation of Oracle – Real Application Clusters (Oracle - RAC) solution in Finacle

Production Database to achieve better scalability and availability at Database layer.

2.5.Application Maintenance, Support Services (AMS)

AMS team should be available on-site at Belapur, Navi Mumbai and would assist Bank’s Infra and help desk team to resolve day-to-day production issues reported in Finacle 10.x suite of products by debugging and analyzing the same. During this extended support period, support would be provided for Application / Database maintenance, Base product, New licensed modules, the customizations, etc. that have already been deployed as a part of this migration project.

2.5.1. Application maintenance and L2 support for Finacle Core (India, Dubai and IBU operations)

for a period of 12 months from the date of expiry of the warranty period with adequate

resources to handle the Application support as per SLA and Annexure-6.

2.5.2. Application maintenance would include bug fixing, improvements in presentation and / or

functionality and others within a duration mentioned in Service Level Agreement for the

extended period. And Necessary support to the banks team for installation, re-installation,

troubleshooting, performance tuning, performance monitoring and applications of patches

for the extended period.

2.5.3. The AMS team should provide support to all modules including add-on modules as referred

in the RFP.(As mentioned above in Clause 2.3)

2.5.4. All these maintenance and support during this extended support period would be on-site

only.

2.5.5. Bidder should deploy competent resources for the AMS team to provide necessary

maintenance and support as per the requirement of the Bank, refer to Annexure 6. Vendor

has to deploy adequate resources to ensure that the systems are up and customer service is

not impacted. The minimum Resource Deployment is given in the Annexure 6. To ensure

that the SLAs are met the vendor if required need to deploy additional resources during the

period of 12 months without any additional cost to the Bank. The Bank has a right to

interview and reject resources deployed by the Bidder.

2.5.6. The Bidder shall consider and envisage all services that will be required in the maintenance

of the system.

2.5.7. The support coverage would be limited to the Finacle 10.x suite of products (Finacle Core,

CRM, SSO, SVS etc) including the interfaces and new licensed modules that would be

implemented as part of the proposed Finacle 10.x migration / version upgrade and the

customizations that have been done as part of this project.


Migration


2.5.8. Upon intimation of the issue from the IDBI help Desk Team, the AMS / L2 Support Team

would analyze the issue.

2.5.9. The issue would be categorized as a bug, enhancement, understanding issue, setup related

or data related issues.

2.5.10. Bidder's support team and the Bank's team would liaise with the ATS team of OEM Vendor

(Infosys) to report product related bugs and obtain fixes(if applicable) for the same.

2.5.11. If the issue is a bug and would require a fix, restoration would be provided by the support

team.

2.5.12. If the issues are because of the incorrect understanding, the issue would be closed with

appropriate explanation.

2.5.13. If the issues require changes in the product setup or data, the bidder's team would suggest

the required changes to the parameters / data to be made. The changes will have to be

carried out by the IDBI team.

2.5.14. Upon receipt of a patch for a bug, the same would be intimated to the IDBI team who in

turn would be required to download the patch, deploy and IDBI Bank's UAT team would

certify the same before deploying it in the production.

2.5.15. Once the issue is resolved or a restoration is provided to the issue, the IDBI helpdesk team

would intimate the same to the Bank's end users.

2.6.Computer Based Training (CBT)

2.6.1. Bidder should develop and deploy an interactive self-learning tool / solution for

migrated Finacle 10.x along with customisations and new modules to provide computer based

training to end users.

2.6.2. The solution should cover the all widely used menu options related to the modules (as

specified in Annexure-7).

2.6.3. The solution should have self-evaluation Test at the end of every module.

2.6.4. The solution should be integrated with the learning management system of the Bank.

2.6.5. It should be possible operate the CBT in both offline mode (by distribution in CDs) and

also in on-line mode through centralized deployment.

2.6.6. The content should SCORM (1.2 or least) complaint.

2.6.7. The look and feel of CBT should be as per Bank’s standards.

2.6.8. CBT should have interactive video solution with human voice.


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2.6.9. CBT Should is made available in Hindi and English.

2.7.End User Training

2.7.1. Bidder should provide training to all the existing users (approximately 15000) on the

implemented/migrated version of Finacle 10.x.

2.7.2. The users can be categorized broadly into four categories viz. Front Office Users

(14200), Back Office Users (500), corporate Users (900) and Trade Finance Users (700).

The approximate number of users is given in bracket for each category

2.7.3. The training period should be minimum of 3 days and maximum of 6 days according to

the category of the users.

2.7.4. At the end of each training session, an evaluation test needs to be conducted to

ascertain the effectiveness of the training.

2.7.5. Bidder needs to provide all necessary infra-structure (including the computer lab, PCs,

note pads, pen, hand-outs, soft copy of training material, tea /coffee in the morning and

evening, lunch for all the participants) related to the proposed training.

2.8.Go Live Support to the Branches

2.8.1. Bidder should provide ’Go Live’ support to all the Branches through Bank’s regional

centres (Approx. 60) PAN India for a week from the day of ‘Go Live’.

2.8.2. Each Regional Centre should be provided with minimum of3 support person.

2.9.Data Archival & Purging Solution

Currently, the bank has not deployed any archival solution. However CBS Database is getting archived in a different server (Archival) and Purged in production through the menu options provided by M/S Infosys. The bidder should provide a comprehensive archival solution which will take care of archival, retrieval of data (particular record or in full), restoration, purging etc and should be compliant to the Bank Policy

The data archival solution should, at a minimum, be able to generate the following reports

i. Balance as on Any given Date ii. Cheque Details iii. Joint/Nominee Details iv. Demand draft / Pay order Details v. Standing instruction Details vi. Stop payment Details vii. Account Details viii. Transaction Details ix. TDS and 15H/15G Register x. Lien Details xi. Trail Balance xii. Profit and Loss xiii. Account Statements.


Migration


The data archival solution should work with historical data to provide the bank the functionality to retire and retrieve data on choice.

The data has to be retained in the bank‘s production environment for period defied by bank policy and remaining data shall be archived. The data in the archive shall be stored for period as suggested by the bank and should be available for view online by the branches

At present the bank intends to conduct data archival activity for 3 year old data and subsequently year on year 3 year old data.

2.10. Application Performance Monitoring Tool:

Bidder is required to identify and deploy an automated application monitoring tool for CBS Application.

In future, if the Bank desires to extend this facility to other application, then tool should be compatible

to extend for other applications available in the banks environment.

Tool should have the facility to configure various parameters and set their threshold limit with tolerance

Tool should generate pro-active alerts whenever the performance of the application is lower / higher than the defined levels, peak load conditions.

Dash board for monitoring various performance parameters

APM tool should be able to monitor both Finacle services performance and availability

APM solution should be capable of validating SLAs both at transactions & infrastructure components like Servers, OS, Web Servers, Databases & Middleware Technologies.

APM solution should automatically set and adjust SLA thresholds dynamically for selected important KPIs of key infrastructure component - like Web Server, App Server, DB Server, etc. - KPIs based on application load using behaviour learning techniques? The load could constitute a combination of real user transactions, Message Queues, Web Calls etc.

APM solution to provide pro-active SLA violation alerts (early warnings) much before peak threshold conditions are hit for Finacle transactions being validated.

APM solution should have feature to add environment/application specific custom KPI for monitoring. APM solution should have option to configure alerts with multiple severities and frequency based on

multiple threshold values of same KPI with a suppression time for alert notification.

APM solution should have multilevel escalation matrix for alert notification in adherence to organization’s policy of SLA.

APM solution should be capable to monitor itself and alert if any of the critical service is not working which can impact monitoring / Correlating SLA or alerting of any configured business applications.

3. System &Security Audit:

a) Before live implementation / migration of the software solution in production system, the product may be audited by Bank’s appointed Software Audit firm / in house team.

b) All audit points raised by the Software auditor should be complied with by the vendor without

any additional cost to the Bank. c) During warranty and AMS period, the vendor needs to comply with security and system audit

observation and remove the audit observation without any additional cost to the Bank.


Migration


d) The solution should have built in security features and compliant with the requirements of

regulatory agencies. e) It should have high level of reliability with particular emphasis on data integrity and security.

Authorized users to use the application if available on Internet / Intranet, generate logs and audit trails.

4. Disaster Recovery (DR) and MIS setup:

a) Bidder will provide the time line for enabling the DR post Go Live of Finacle10.x after successful migration as a part of project plan along with risk mitigation for non-availability of DR during the period of post Go Live till DR enablement.

b) Bank will provide necessary hardware arrangements to enable the DR for the production databases of Finacle (India), Finacle (Dubai) and Finacle (IBU) instances after completion of live operations of FINACLE 10.x and bidder should make necessary setup to enable the same within the agreed time lines.

c) Bidder should make do necessary server setup to enable Monthly MIS and daily MIS for data extraction for various peripheral systems like RetMIS, ADF ,ALM etc.

5. Other important points to be noted by the bidder:

5.1. The Upgrade / Migration of the core banking system should be done along with the new licensed modules / add-on applications at IDBI Bank’s Data Centre, CBD Belapur, and Navi Mumbai and should be accessed and operated from the Bank's offices / processing units / branches / RACs. As on date there are about 2000+ Service Outlets of the Bank.

5.2. The Bidder shall provide the hardware sizing, duly certified / approved by the OEM Vendor of the Finacle CBS (Infosys), based on the projections provided by the Bank to ensure high reliability, availability, scalability, redundancy and performance of the solution and to meet the technical and functional requirements as per the terms of the RFP within the timeframe prescribed by the Bank.

5.3. Any gaps identified during Detail Requirement Gathering, functional requirements specifications study, system testing, user acceptance testing, business process re-engineering and pilot migration should be included by the bidder as migration efforts. Bank will not pay the bidder any additional charges for all such customizations. Bidder shall take up all such amendments as required by the Bank on a priority basis and shall inform the Bank the timelines for completions.

5.4. The Bidder will be the single point of contact / reference to the Bank. The Bank will enter into agreement with the selected Bidder only. However, the Bidder must confirm to the Bank that they are willing to enter into back to back teaming agreement with OEM for risk mitigation in meeting the deliverables, implementation and other service commitments as per the RFP the Bidder makes to the Bank under the Contract to be entered into. The Bidders must share a copy of the back to back teaming arrangement with OEM, with the Bank.

5.5. The Bidder should carry out customization of business processes. Integration of various systems with Finacle 10.x CBS. Bank will only facilitate the interaction with respective vendors. However, end-to-end responsibility for integration will remain with the bidder only.

5.6. The Bank may require the Bidder to address additional requirements that are not either of the following:


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o Bug fixes o Gaps found during base version testing o Gaps against the functionalities in existing system

The Bank will compensate the Bidder on the basis of a man-day rate provided by the Bidder that will remain fixed through the Contract period

5.7. The Bidder will have to carry out all the customization related work at the premises of the Bank or off-site in case the customization cannot be carried out at the Bank premises. The Bank will have to be a party to the Functional Requirements Specifications sign-off, UAT, UAT sign-off, Installation sign-off and Implementation sign-off. The Bidder will have to install and commission the software for customization and UAT as per Project Plan failing which the Bidder will have to be liable to pay the Bank the applicable penalty for delay (Liquidated damages). The Bidder will have to provide all tools, testing instruments, drivers, consumables, etc. required to install and customize and test the software free of any fees or charges or any expenses. The Bidder will have to document and submit to the Bank all the testing activities, procedures and results.

5.8. Successful bidder will be solely responsible for any delay in integration with Bank's business applications. Port application in production environment.

5.9. The Bidder is required to ensure that the software provides interfaces to the other application systems at the Bank at no additional cost or fees or charges or expenses. The Bidder will have to provide the Bank weekly progress reports on the bugs/problems reported/points taken up with schedule of date of reporting, date of resolving, and status for all kind of bugs and problems whether reported by bank or Bidder staff.

5.10. Testing: To assist Bank's team in developing a comprehensive acceptance-testing plan for the different migration phases , including

5.10.1. "Functional tests" To demonstrate that the completed system performs the functions as is designed to perform

5.10.2. "Load tests" to demonstrate the ability of the system to perform without degradation when under maximum traffic load carrying conditions as defined in the manufacturer's specifications,

5.10.3. "Performance tests" to demonstrate satisfactory performance during a 30-day period.

5.11. The bidder / vendor shall conduct the tests, rectify any problems and provide a fully operational, turnkey system.

5.12. The bidder is expected to handle all the activities as mentioned below related to migration.

5.12.1. All Branches should be considered for the migration.

5.12.2. Core Team Training (Functional and Technical)

5.12.3. Project initiation

5.12.4. Current System Study and Gap Analysis

5.12.5. Business process definition

5.12.6. Detailed Requirement Gathering (DRG)

5.12.7. Data Mapping exercise , Data migration strategy discussion and approach

5.12.8. Retro Fitting of existing customization (Finacle –India, Finacle – CFS, Finacle – Dubai, Finacle IBU) to the new version Finacle 10.x


Migration


5.12.9. Test Migration on Test servers , minimum 3 iterations (periodic run like regular EOD / BOD , month end , quarter end , half year end) excluding the pilot run has to be done.

5.12.10. Implementation of new license modules as per mentioned under Point No: 2.3 in this section.

5.12.11. Setting up of interfaces for ATM, net banking , payment systems etc

5.12.12. Support System Integration Testing and User Acceptance Testing

5.13. To make a current system study and submit the detail system requirement specification document within a period of 1 month from the placing of order.

5.14. Successful bidder has to provide implementation schedule (module-wise) for the new modules within the timelines decided by the Bank.

5.15. To install, customize and implement the new modules in the system as per the requirement of the Bank in a month’s time.

5.16. To provide and apply all upgrades and patches free of cost during the warranty / ATS / AMC period. Such upgrades / patches should be applied within 6 months of the release.

5.17. The Bidder has to provide all customization source codes and Documentation to the bank. The relevant IPR related to customization will be with Bank.

6. Deliverables:

Deliverables under Finacle 10.x Upgrade / Migration, Customization and Implementation are listed as follows: a) Finacle 10.x Upgrade / Migration

S.

No

Deliverable

Accountability

Bidder OEM (Infosys) / Bank

1. Server and

Database

Capacity

Planning

Bidder to ensure that the

recommendations given by Infosys are

implemented without deviation

OEM

Infosys will be responsible for server

and database capacity planning

Bank

Bank will arrange for the hardware /

software / network based upon Infosys

Server and Database capacity planning

recommendations. All the necessary

hardware, Software and network

installations and Maintenance.


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S.

No

Deliverable

Accountability


2. Set up and

Maintenance

of various

Environment

s

BPD, Development, Training, System

Integration Testing (SIT), Data Migration,

User Acceptance Testing, Production and

DR (On Go Live) , Test server setup for

end user familiarity, Monthly MIS and

Daily MIS (Post go Live)– Set up of all the

above listed environments will be done

by the bidder. Maintenance of BPD,

Development, SIT, UAT has to be

provided by the bidder. Support will also

be provided by the bidder for all the

listed environments.

OEM

Will review the installation and certify.

Bank

Production, Daily MIS, Monthly MIS and

DR, Test server (End User familiarity),

Environments will be maintained by

Bank Team.

3. Training Bidder to share the details of the

modules to be covered in the functional

and the technical training programs

along with the schedule with Bank,

before the commencement of the

training. Training should cover

administrator as well as general user

activities. Soft copy of the Training

materials for each of the module (both

functional and Technical) should be

provided to the trainees / bank.

Core Team Training Plan

End User training Plan

Computer Based Training Application

Training Material in English

User Manuals including the customizations specifically done for IDBI Bank Ltd.

OEM

Should take care of providing the

training to the Core Team as per the

scope.

Bank

Bank will arrange necessary

infrastructure for the Core Team

training at onsite.

4. Gap Analysis

/ Detailed

System Study

Bidder is expected to provide the gap

identification report with the necessary

solutions to overcome the gaps with

time frames.

OEM

Shall validate the solution suggested by

the bidder in the document for the

identified gaps and give their sign off


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S.

No

Deliverable

Accountability


Bank

Shall give sign off for further processing

by the bidder.

5. Detailed

Requirement

Gathering

Bidder to conduct workshops to gather

the requirement and to share the

Detailed Requirement Gathering

Document for Bank’s sign off

OEM

Shall validate the DRG documents and

give their sign off for the approach /

resolution suggested by the bidder.

Bank

Will share the business process flows

and related documents and participate

in the workshops and provide the sign

off.

6. Business

Process

Definition

Bidder to share the Business Process

Definition document / parameter details

for signing off by the bank. Maintain

Parameter / Requirement Traceability

Matrix

OEM

Infosys has to review the parameters

and will review the BPD before it is

released to the bank for sign off.

Bank

Bank will provide the necessary

parameters for the product setups and

participate in the BPD activity and

provide the sign off.

7. Data

Migration

Strategy

Bidder to provide the Data Migration

Strategy document, whatever applicable

(CFS Migration, SVS migration, CIF

migration etc) highlighting the migration

scripts with data mapping for signing off

by the bank.

OEM

Infosys to review the strategy, provide

recommendations if any before sign off

the documents. To provide support for

working of product scripts.

Bank

Provide data in Finacle up loadable

formats post extracting and

transforming the data from the existing


Migration


S.

No

Deliverable

Accountability


system. Participate in the data mapping

and migration activity.

8. UAT / SIT

closure

Bidder to validate the test cases

provided by the bank and drives the UAT

/ SIT closure with the bank. Prepare issue

tracker covering test cases, issues raised

during testing, issues resolved / pending

to Infosys. All the issues including

product related patches identified during

the project to be closed by the bidder

before GO LIVE.

OEM

Infosys to provide recommendations, if

any.

Bank

Post Infosys recommendations final

sign off will be done between the

bidder / vendor and the bank.

Planning the testing phase, build test

cases and conduct testing. Provide sign

off for UAT and SIT.

9. Customizatio

n& Interface

Requirement

s

Bidder to handle the customizations and

interface requirements as mentioned in

the RFPand related documentations as

per the list provided.

Bank

Participate in requirement gathering

activity, provide requirement

specifications sign off, test the

customizations and provide necessary

sign offs.

10. Base Product

Patches

Bidder to publish / share the product

bugs with complete detailed analysis. All

the details including simulation steps

should be shared by the Bidder to the

bank. The same has to be lodged in

Tech-online by the vendor.

The Patches provided by the OEM

vendor to be tested and deployed in the

production server

OEM

Issues requiring patches will be taken

up by Infosys with basic / primary

analysis details from the vendor.

Bank

Bank to test the patches deployed by

the vendor and close the issues.

11. Go-Live Bidder responsibility is to have hygiene

factors in place for checks and the

closures of SIT / UAT / correctness of

data. Bidder needs to keep Onsite /

Offshore support team in readiness

OEM

Infosys off-shore team will be available

during Go-Live period so as to address

any bugs raised during the Go-Live


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S.

No

Deliverable

Accountability


during the Go-Live period. Publish the

go-live check list.

phase

Bank

Closure of End User Training. Setup of

Bank’s L1 / L2 support team.

Environment handover sign off.

12. Status

reports

Bidder to submit weekly status report of

the project to Bank every Monday with

the action plan to resolve issues raised.

The report should also include the risks

identified for the project and the

mitigation plans

Bank

To participate in the review calls

13. Audit

Reports

Bidder to provide necessary pre-post

migration reports as per the

requirement of the bank’s IS-Audit /

External Audit during various phases of

migration till issuance of ‘Go Live’

completion certificate.

14. Closure

Handover

Bidder to share the documents and

ensure smooth handover to the Bank

once the bank goes live on 10.x. All the

issues related to migration /

customization should be addressed on or

before handing over. The handover

should take place onsite with the Infosys

personnel.

Bank

Provide closure sign off and

engagement feedback.

15. Project

Governance

Bidders to manage the project, organize

the weekly status meetings as per the

frequency decided by bank.

Bank will conduct weekly status

meetings

16. Documents The Bidder/Vendor shall provide the

project plan including

Migration Strategy Document

Solution Architecture Overview Logical & Physical Data Base


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S.

No

Deliverable

Accountability


Design System Interfaces System Performance

benchmarks (response times, etc.)

17. Data Archival

& Purging

Solution

Bidder to identify and implement data

archival and purging solution for the CBS

Bank

To test the solution provided and give

signoff

18. Application

Performance

Monitoring

Tool

Bidder is expected to provide Application

performance monitoring tool which

should be compatible to extend the

same for other application used in bank

in future

Bank

To test the solution provided and give

signoff

Note: Wherever Accountability is not specified with OEM / Bank, then the responsibility is with the Bidder. b) Customization Retro Fitting / Porting and Interface porting

i. The Vendor / Bidder shall provide the technical design document including

Deliverables shall comprise: Design Specification document. System Requirement specification document Release Notes Source Codes User Manuals

ii. Source code for customization and documentation shall be the property of the Bank from the

start of contract period.

iii. Any gaps identified during product demonstration, functional requirements specifications study, system testing, user acceptance testing, business process re-engineering and pilot migration should be included by the bidder as migration efforts. Bank will not pay the bidder any additional charges for all such customizations. Bidder shall take up all such amendments as required by the Bank on a priority basis and shall inform the Bank the timelines for completions.


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c) System Configuration Management

i. The Vendor / Bidder shall ensure facility exist for the control of documentation and application program versions, executable between environments.

ii. System Release All of the deliverables referred to below, shall be delivered to the Bank on commencement of the User Acceptance Testing (UAT) following the correction of any “Non Compliances". Software Executables Customized Software Source Code System Requirements Specifications Logical Data Base Design and Data Dictionary Technical Design Document FINACLE 10.x Technical Manual FINACLE 10.x Administration Manual FINACLE 10.x User Manual FINACLE 10.x Security Manual

iii. On receipt of each deliverable, the Bank will review each deliverable within agreed time

frame.

iv. A copy of the source code of the application developed for the Bank shall be handed over to the Bank. A copy of all subsequent updates to the source code shall also be handed over to the Bank after the release. The Bank in turn shall guarantee that it will not use the software code for any commercial purposes.

7. Project Management Services

7.1. Project Planning, Monitoring and Control

7.1.1. The Vendor / Bidder shall develop a Project Management Plan. The plan shall also detail

all milestones and indicate the list of activities and when the activity will be commenced and when it will get completed etc.

7.1.2. The Vendor / Bidder shall develop a Quality Assurance Plan for the execution of this

Service(s). The Quality Assurance Plan shall address at a minimum, the following Service(s) processes:

Document Control Change Management Product Review and Approval Control of third party products Inspection and Testing Control of Quality Records

7.1.3. The progress of the Service(s) shall be monitored on regular basis and the deviations,

exceptions shall be analyzed and corrective actions to be recommended / suggested.


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7.1.4. The Deliverables shall be

Project Management Plan Quality Assurance Plan Progress Reports

7.1.5. On receipt of each deliverable, the Bank will review each deliverable within agreed time frame.

7.2. Project reporting:

7.2.1. A weekly progress report shall be submitted. Also the Vendor/Bidder shall report on items

by exception or that require urgent action.

7.2.2. Monthly Project Execution Committee meetings will be held at the Bank’s premises. The

vendor / bidder is required to provide a report on the following:

a. Progress against the Project Management Plan b. Status of all open issues c. Ad-hoc requests for information will be assessed promptly by the Vendor/Bidder and a

delivery date will be given. The Vendor/Bidder shall deliver the required information within the agreed time frame.

8. Mock Migration

The first Mock migration shall include installation, implementation of the comprehensive Finacle 10.x and migration of the test data at Bank’s Data Center at Belapur, Navi Mumbai prior to customization / interface porting.

9. Schedule

9.1 The Vendor / Bidder shall complete the project as per the agreed project plan. A tentative plan is given below but the vendor should prepare their own project plan and get Bank’s sign off prior to commencement of the project.

S. No.

Activity Start

Month End

Month

1 Project Initiation , Detailed Project Plan Submission and sign off M0

2 Core Team Training and Hardware Sizing M1 M3

3 Current System Study , Gap Analysis ,Detailed Requirement Gathering M1 M5

4 Hardware , Software procurement (if any) M2 M5

5 Data Mapping Exercise, Trial Migration , Data Migration Strategy Discussion and Approach

M3 M6


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6 System Set-up (Test, Training, Production server setup and Finacle version 10.x installation)

M5 M16

7 Test Migration on the test server, minimum of 3(three) iterations will be conducted

M7 M16

8 Customization / Development: M5 M12

9 ATM / SWIFT / Finacle Treasury and other interfaces - Interfacing M11 M17

10 End User Training M12 M18

11 Application Testing M6 M17

12 Go Live Readiness M17 M17

13 Live Migration M18 M18

14 Go Live M18 M18

15 ‘Go Live’ and Knowledge sharing to Bank's Help Desk team M17 M18

16 DR server setup and Enablement M18 M18

Note: Bidder to provide the tentative man days for the entire project. However, the role of the OEM will be as specified in the RFP.

9.2 Warranty Period of Contract shall be for 3 Months and will start from the time the ‘Go Live’ has

been accepted by the Bank by issuing the certificate of acceptance.

9.3 Application Maintenance and Support services period will be for 1 year after the expiry of 3 months warranty period but it is optional.

10. Responsibilities of OEM Vendor (Infosys)

10.1 The OEM has to give commitment to be part of the migration project along with the

bidder/vendor throughout the migration.

10.2 The OEM’s involvement in the project should be at least 20% of the efforts as specified in

Annexure-2 (Table – A: Cost of Migration / Up gradation) and detailed accountability of

OEM as specified in Section – 5, Clause – 6: Deliverables during various stages of migration.

10.3 Necessary hardware sizing, considering the various aspects of the upgrade/migration

project along with the business projection growth of the bank, has to be provided by the

OEM.

10.4 Review of the version upgrade / migration (as per the defined scope) project plan has to

be done by OEM , taking into account all quantitative and qualitative aspects related to

installation of the new version Finacle 10x and upgrade / migration from the existing

version along with the other scope mentioned.

10.5 Review of the gap analysis and detailed requirement gathering done by the bidder / vendor and confirming the solution part has to be taken cared by the OEM.


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Section 6: Functionality and Architectural Details

1. Software Application Requirement:

a) The Finacle 10.x version to be installed for the proposed migration should be 10.2.15 or above but it should be a certified version by the OEM vendor (Infosys) and successfully running in a bank in India. b) It should be compatible to IBM AIX 6.1 and Oracle 11.2.0.3 which are being used for the current version of Finacle as Operating System and Database. c) It has to be ensured by the bidder that all the existing products and offerings of the existing version of Finacle 7.0.25 is available in the new version Finacle 10.x and if any gap is there then it should be customized by the bidder without any additional cost. d) All regulatory requirements as on date and any other systematic changes or new requirements necessitated out of any ministry / other regulatory guidelines or other requirements of the bank between the dates of the RFP and the pilot migration are made available while commencing System Integration Testing.

2. Hardware Recommendations

a) Vendor has to provide the hardware and network detail required to port the new CBS version Finacle 10.x and the new modules in consultation and approval of OEM Vendor (Infosys).It should cover module names to be hosted, site-wise number of servers, and configuration of each server along with storage requirement, bandwidth requirement and any other hardware requirement.

b) Currently, the Centralized Core Banking System has been deployed in the Bank, to handle its Core Banking functionality. The Bank would like to continue with this broadly centralized architecture.

c) The main server and the central database will be located at the System hub (central site).

d) The main central server will have a fallback / backup / disaster recovery server, located at a different site other than the Central hub.

e) The proposed system should be able to communicate with the fallback / backup / disaster systems in case the main central server fails.

f) The Vendor should advise details of the minimum configuration of various Hardware components like Servers, Storage, Scanners, etc and any other Software like Databases, Application servers and third party software required to make the FINACLE 10.x application functional and operational for the above specified volumes. The bidders should also specify the backup mechanisms supported by the solution along with the hardware and software required for the same.


Migration


g) If the Application is portable on multiple platforms like AIX / HP-UX / Sun Solaris Based servers then specify the minimum configuration for each of the platform.

h) The proposed hardware should cover the DR requirements of the application.

i) While proposing the hardware, vendor should take care of following criteria:

i. Capacity to complete the data processing cycle within the agreed time frame ii. Reliability, fault tolerance, redundancy and high availability.

iii. LAN / WAN connectivity and support for standard communication protocols / channels like X.25, TCP / IP over X.25, SLIP, PPP, VSAT, ISDN and Leased Lines.

iv. Must have capability to interface and cluster with heterogeneous platforms. v. Ability to communicate through any communication channel used by the Bank


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Section 7: Technical Details Required From Bidder

The bidder is required to provide the following information in the Technical Bid:

S.N. Particulars

1 Vendor / Bidder should provide extensive documentation related to the CBS Application’s new version Finacle 10.x (along with the new modules which will get implemented ) such as … Application deployment architecture Database layouts and architecture. User Manuals System Reference Manuals Error Messages and their Meanings Training Manuals Additions / changes to the database / application after migration / upgrades Operations Manuals Data Dictionary

2 Bidder / Vendor should give details regarding the level of integration of the various sub-systems, particularly in case of mix and match of proprietary and third party products.

3 Bidder / vendor should give details regarding the data integrity issues

4 Bidder / Vendor should specify whether the proposed architecture uses any application middle-ware solutions.

5 Bidder / Vendor should provide the bill of materials containing the compatible OS / DB versions , Windows versions for client PCs etc.

6 Bidder / Vendor should give details of any additional Application S/W and third-party tools that are required for using the system, in addition to the base Application System provided by the Vendor / Bidder

7 Bidder / vendor should give details of the proven System Response times benchmarks for different versions of Operating System and Database of the proposed version of Finacle 10.x

8 In case of occurrence of a system failure, specify whether … A log and recovery facility is provided to return to the pre-failure situation After a system failure the system is able to restart and rebuild the database to the

pre-failure situation The system provides for automatic roll-forward and rollback. Deadlock situations are resolved automatically. Processing can be continued without loss of data after a disaster. The system should be made available for further processing within 4 hours of its

failure. Explain which measures can be taken to rebuild the database after a failure

9 Bidder / Vendor should give details of the System Performance benchmarks on the various Network configurations such as Leased Lines ISDN VSAT Dial-up Modems Please mention the bandwidth requirement for the client

10 Bidder / Vendor should give details of the Scalability provisions in the System.


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11 To Provide the following details of any proven Implementation / Version upgrade Case-study of the proposed solution Strategy adopted Milestone definitions Time Schedules Resources used Drawbacks, if any

12 Provide details of the training programmes to be conducted.

13 Provide the timetable for the training session with details such as topics, duration, number of users, etc.

14 Give a detailed document which covers The bidder presence in India The bidder Support Mechanism Support Centers (No. Of Support Centers, locations, Staffing, etc) Methodology to classify calls according to severity Maximum Response times to Calls Support levels / functions Whether dedicated support staff will be maintained at IDBI, on an on-going basis. Support tools Call Centers / Help Desk 24 hours Availability

15 To Provide details of the Warranties provided on the solution.

16 The bidder to provide guarantees against the System failures OR under-performance than the stipulated and mutually agreed performance standards and benchmarks. Give details of the same.

17 The bidder to provide a standard Service Agreement copy, along with the proposal.

18 To provide details of any Business Associates / Affiliates / Franchisees of the bidder who perform the Support function.

19 To Provide details of the clients (if any) who avail of the Support function of the bidder

20 The Bidder to specify the modus operandi to classify calls into (the priority will be decided by IDBI) Maintenance Enhancements / Modifications New Development Upgrades Customization Bugs

21 In case of third-party components being used in the Solution, please specify the details of the arrangements that will be worked out between the vendor and the third-party bidder.

22 In case of Solution upgrades, please give details of the Deployment Strategy for the new version, with minimum disruption to the Banking operations

23 Please specify whether there are any restrictions / conditions applicable, on the Support Arrangement, in case of IDBI not opting for any higher version of the Solution, whenever it is available

24 Please specify whether there are any in-built checks and mechanisms to track the activities of the Support Staff

25 Give details whether the bidder conforms to any International Quality Management procedures as part of their Support function.


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26 An Undertaking from the OEM mentioning that if the bidder is not able to fulfill its obligation to complete the Finacle 10.x migration project, OEM will ensure the successful completion of the project as per the contract. Bidder has to submit the necessary undertaking as per the format.

27 In case, bidder is not an OEM of the proposed FINACLE 10.x solution, a letter from the OEM, authorizing the bidder must be provided.

28 Bidder / Vendor to provide exhaustive Test Plans covering the entire functionality of the new modules in Finacle10.x as per the scope


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Section 8: Bidder Information

This section is meant to collect the various details of the bidder responding to this RFP. If the bidder partners with other third-party / bids in consortium while responding to this RFP, the Bank will interact only with the Lead bidder and the relationship(s) between the Lead bidder and the third-party should be transparent to the Bank.

However, Lead bidder needs to provide the company details of each third-party, along with their own details. In the case of overseas bidder having local Indian representatives, the details of both the overseas bidder as well as the local support representative should be given. 1. Company Details Please provide the following company details:

Title Details

Company Name

Address

Contact Person / Telephone / E-mail / Fax

Nature of Organization (Proprietary / Partnership / Pvt. Ltd. Co / Public Ltd. Co)

Date of Incorporation of Company

Income Tax / PAN Details

Name of the CEO / MD Registered / Corporate Office Location

Product Lines and Brief Description

Number of Employees by Function

Development

Quality Assurance

Implementation

Sales and Support

Administrative

Management

Earmarked Implementation Team Support Centre details and products supported by these centers

Any affiliates / associated businesses

2. Financial Details The bidder is required to provide the following financial information:

I. Audited balance sheet and profit and loss account for the last three financial years II. Earnings per share for the last three financial years, in case of listed companies

III. Total revenues for the proposed product for the last three years if any IV. Profitability figures for the last 3 years.


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3. Client List

A. Please provide details of the clients for whom the Implementation / Migration / Version upgrade of Finacle CBS done OR the client sites where the Implementation / Migration / Version upgrade is in progress.

Client Name (with total no. of branches in brackets)

Finacle Version (Migrated)

Migration type (Legacy migration / Version upgrade)

Year of completion

Currently in use (Yes/No)

Implementation / Migration Status Completed / In Progress

Site(s) Details (including no. of branches)

Number of Users

I.

B. Please provide details of the clients for whom the Implementation of add-on modules / surround applications / interfaces implemented, integrated and interfaced


Module / application / interface name

Application Type

Year of implementation


Implementation /Migration Status Completed/ In Progress


Number of Users

II.

C. Please provide details of the clients for whom the Implementation / Migration Oracle RAC done OR the client sites where the Implementation / Migration is in progress.


Oracle Version

DB Size Year of completion


Implementation /Migration Status Completed/ In Progress


Number of Users

III.

4. Reference Sites Bidder is required to provide the details of at least one reference site where the implementation / migration / version upgrade of Finacle CBS have been implemented. The Bank reserves the right to contact the reference provided by bidder, at any point of time in the evaluation period. The following table lists the required information on reference sites.


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During the evaluation period, the Bank reserves the right to ask for more references if for some reasons it is not satisfied with the responses of the reference already provided.

Details

Client Name

Business Domain

Address

Contact Person / Telephone / E-mail / Fax

Modules implemented (with version number)

Date and Period of Implementation

Number of sites and users at individual sites

Average and Peak Load of transactions

Degree of Systems Integration required for Implementation and Time for Integration

Details of

Servers

Operating Systems

Database

Network

Other resources

Details of services provided

Provide End-Of-Day processing details (time taken, volumes handled, etc)


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Annexure- 1: Contents and format of Technical bid

The major sections of the proposal should be organized as follows: 1. Introduction

This section should have brief introduction

2. Bidder Information

This section should provide all the relevant information about the bidder, including the required bidder

information (Section 8 of the RFP).

3. Finacle 10.x

This section should provide information about the Finacle 10.x (the CBS) to be implemented by the

bidder

4. Functional Details, System Architecture and Integration

This section should discuss the functional specifications, the detailed system architecture, including the

structure, platform, the components of the Finacle 10.x solution and their integration, interfaces

available for external systems, etc. (Section 5 and 6 of the RFP, Annexure-8).

5. Migration

This section should outline the implementation / migration methodology, schedules and time frames,

data migration strategy, parallel runs, parameterization, customization, etc.

6. Training

This section should give the details of user training (to be provided by the bidder to IDBI Core Team as

well as for Train the trainers) and should include time frame, schedule, training facilities, etc.

7. Support

This section should discuss the support methodology to be adopted by the bidder, in executing this

Service(s), support center details, staffing, response time, service level requirements, onsite support

arrangement, etc


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8. List of documents / enclosures

Documents, other than the commercial documents, that must be submitted in the following order with

the proposal (Hard copy and Soft copy):-

S. No. Section / Annexure / Form

Particulars

1. Annexure 1 Write up.

2. Cost of Document DD for cost of Bid document.

3. Section 3- Clause 5 Bid Security, Earnest Money Deposit (EMD).

4. Form 1 (a) Covering letter.

5. Form 1 (b) Eligibility Evaluation Criteria.

6. Form - 2 Technical Bid form.

7. Form - 3 Power of attorney of the signatory.

8. Form - 4 Undertaking Letter.

9. Form - 5 Deed of Indemnity

10. Form – 10(a) Experience certificate ( Migration / Version Upgrade)

11. Form – 10(b) Experience Certificate ( Oracle RAC Implementation /

Data Migration)

12. Form – 10 ( c ) Experience certificate (New Modules / Interfaces

Implementation / Integration in Finacle CBS)

13. Form – 11 Project Team Profiles list

14. Form - 11(a) Project Team Profiles (Individual)

15. Form – 12 Undertaking Letter from OEM

16. Annexure –2 Masked Commercial bid (Photo copy of the

Commercial Bid without Commercial details).

17. Annexure - 4 Unconditional Acceptances of the Terms and Conditions of the RFP

18. Section 7 Technical Details required from Bidder.

19. Section 8 Bidder Information in 1, 2, 3, 4.

20. Teaming agreement/Authority letters from third party products embedded or interfaced with the Finacle 10.x.

21. Details about the support centers in India and staffing structure of the bidder.

22. Original copy of RFP duly signed on all pages.

23. Any other relevant document.


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Template for Pre-Bid Queries

Bidder Name :

Contact Person :

Contact no / email id:

S.

No.

RFP Ref

Page no

RFP Clause no Existing clause Details Clarification Sought

1

2

3

4

5

6

7


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Form – 1(a): Format for Covering Letter

Deputy General Manager (ITD), IDBI Bank Ltd. IDBI Tower, 18th floor, WTC Complex, Cuffe Parade, Mumbai – 400 005 Dear Sir, Subject: Core Banking System Version upgrade / Migration - IDBI Bank Limited (IDBI) In respect of the Migration / Version-upgrade service of Core Banking System meant for IDBI Bank Limited, please find enclosed our response to your RFP dated …… 1. Having examined the RFP document / Bid Document and appendix thereto and addenda numbers _____ thereto, we, the undersigned, in conformity with the RFP Document, offer to provide the Services as defined and described in the RFP Document, on the terms and conditions mentioned in the RFP Document and for the sum / price indicated as per financial bid. 2. We acknowledge having received the following addenda to the bid document:

Addendum No. Dated

3. We certify that we are the authors / assignees / licensees / System Integrators of the Finacle Core Banking System and / or its components. We have produced for your inspection, copy of the letter of assignment / license given by the author of Finacle CBS System. We further certify that the sale of the Finacle CBS to you by your use and us thereof does not infringe / violate any provisions of the applicable laws including laws relating to the Intellectual Property Rights (IPRs) and the same is in compliance in all respects with all applicable laws and regulations. 4. If any action is brought against you for infringement / violation, of the applicable laws including laws relating to IPRs in respect of the Finacle CBS System supplied by us to you, we will defend the same at our cost and consequences and will indemnify you of all the costs and other expenses that you may incur in this connection. 5. Any upgrades / updates and new releases / versions of the Finacle CBS System or its components supplied shall be immediately incorporated on your system at cost/or no extra cost depending upon the corporate policy of our company and as per the rates quoted in the Commercial Bids and as mutually acceptable between us and IDBI. 6. We undertake, if our proposal is accepted, to provide the Services comprised in the Contract within timeframe specified, starting from the date of receipt of notification of award from IDBI.


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7. We agree and undertake to abide by this proposal for the period of 90 days from the date of Bid opening and it shall remain binding upon us and may be accepted at any time before the expiration of that period. 8. We agree to execute a Contract / Agreement in the form to be communicated by IDBI, incorporating all agreements with such alterations or additions thereto as may be necessary to adapt such agreement to the circumstances of the standard and notice of the award within time prescribed after notification of your intention to accept this proposal. 9. Unless and until a formal agreement is prepared and executed this proposal together with your written acceptance thereof shall constitute a binding Contract / Agreement. 10. We understand that you are not bound to accept the lowest or any bid you may receive, not to give any reason for rejection of any bid and that you will not defray any expenses incurred by us in biding. 11. We certify that all the information and representations furnished herein are true, correct, valid and subsisting in every respect and can be supported with relevant documents of proof on demand by the IDBI Bank. 12. As security for the due performance and observance of the undertaking and obligation of the bid we submit an amount of <Rs.50, 00,000/-> (Rupees. Fifty Lakhs only) by Demand Draft / Banker’s Cheque bearing no. ____________ dated __________ drawn in favour of IDBI Bank Limited payable at Mumbai

OR

Bank Guarantee (BG) issued by ____________ dated __________. Dated this _____ day of ____________________ 2016 Signature (Company Seal) __________________ In the capacity of Duly authorized to sign bids for and on behalf of:


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Form –1(b): Format for Evaluation of Eligibility Criteria

Sr. No Eligibility Criteria Bidder Response

Remark by Bank

1 Whether the Bidder is a corporate body and company registered in India with an established setup in India.

2 Whether the Bidder is an IT services company in the business of System integration for a period exceeding five years as on 31st March 2015?

3 Whether the bidder has minimum annual turnover of Rs.100 crore for the last three financial years.(FY 2012-13, FY 2013-14 and FY 2014-15)

4 Whether the bidder has made positive net worth for the past three financial years. (FY 2012-13, FY 2013-14 and FY 2014-15).

5 Whether Bidder has all necessary licenses, permissions, consents, no objections, approvals as required under law for carrying out its business

6 a) Whether the Bidder or one of the consortium member has successfully done end-to-end green field implementation of Finacle CBS (or) migration from legacy systems to Finacle CBS (or) version upgrade / migration from lower version to higher version (6.x to 7.x) of Finacle CBS.

b) How many implementation (or) migration (or) Version upgrade has been done in banks in India with a minimum of 500 branches?

Out of the above (b), how many are PSU Banks.

7 a) Whether the Bidder or one of the consortium member has successfully done end-to-end green field implementation of Finacle CBS (or) migration from legacy systems to Finacle CBS (or) version upgrade / migration from lower version to higher version (7.x to 10.x) of Finacle CBS.

b) How many implementation (or) migration (or) Version upgrade has been done in banks in India with a minimum of 500 branches?

c) Out of the above (b), how many are PSU Banks.

8 a) Whether the Bidder or one of the consortium member has successfully done implementation/ migration of Oracle Real application clustering in any large organizations in BFSI sector with database size of 1 TB or more.


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b) IF ‘Yes’ then how many such implementations have been done?

c) If ‘Yes’ for (a) then what is the maximum database size handled during the said migration.

d) Out of the (b) how many are Banks

9 Whether the Bidder / consortium member is having trained man power and with experience in implementation and integration of peripheral systems like Finacle – Net banking, Loan origination System, Payment Systems, Document Management System, Cheque Truncation System, Treasury System etc in any bank/s in India

10 Whether the Bidder is having a valid and existing SEI CMMi level 5 certification

11

Whether the bidder is having Teaming Agreement with consortium for the Finacle CBS clearly specifying the roles and responsibilities and services rendered. Prime bidder will be sole responsible for the entire project only.

12 Whether the vendor complies with government’s rules and regulations like minimum wages act, Provident fund and ESIC facility standard?

13 Whether the Bidder has been blacklisted by any Govt. organizations / PSU / PSB / PSE in India for breach of any law or violation of any regulatory prescriptions or breach of agreement for the last 10 years?

14 Whether the bidder is having Teaming Agreement with OEM for the Finacle CBS as per role of OEM defined in the RFP


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Form – 1(c): Fulfillment of Eligibility Criteria (Documents to be submitted)

Sr. Description Document Required

1 Bidder should be a body corporate registered in India

Certified true copy of the letter of incorporation of the Company issued by Registrar of Companies along with Memorandum & Articles of association of the bidder.

2 Bidder should be and IT services company in the business of System integration for a period exceeding five years as on 31st March 2015.

Work orders confirming duration, commencement and area of activity of the bidder.

3 Bidder should have minimum annual turnover of the Rs.100 crore or above for the last three financial years(FY 2012-13, FY2013-14 and FY 2014-2015)

Balance Sheet and Profit and Loss Account Statement for last three years

4 Bidder should have positive net worth for the last three financial years (FY 2012-13, FY 2013-14 and FY 2014-15).

Balance Sheet and Profit and Loss Account Statement for last three years

5 Bidder should have all necessary licenses, permissions, consents, no objections, approvals as required under law for carrying out its business.

Self declaration by the bidder along with copy of relevant supporting documents.

6 Bidder should have successfully completed within last 10 years at least in two Banks end-to-end implementation of Finacle CBS (or) migration from legacy systems to Finacle CBS (or) version upgrade /migration of Finacle CBS from version (7.x to 10.x) (hereafter referred as “version migration”) in banks in India with a minimum of 500 branches. At least one should be an end to end implementation of Finacle CBS.

Experience certificate as per Format –Form 10 (a) in the relevant bank’s letter head

7 Bidder should have successfully completed at least one implementation / migration of Oracle Real application clustering (RAC) in any Bank with database size of 1 TB or more.

Experience certificate as per Format –Form 10 (b) in the relevant organization’s letter head

8 Bidder should have at least 10 trained resources with experience in implementation of Finacle CBS and integration of Finacle with peripheral systems like Net banking, Loan origination System, Payment Systems, Document Management System, Cheque Truncation System, Treasury System etc. The necessary profiles needs to be provided as per annexure (Team Profile). The Bank has a right to interview and reject resources deployed by the Bidder.

List and Profiles of resources having such expertise detailing the projects handled. Including a list of resources to be deployed for IDBI project. (Refer Annexure 6)


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9 Bidder should have a valid and existing SEI CMMi level 5 certification

Copy of relevant certification issued by the respective agencies.

10 The bidder can make consortium but cannot sub-contract the job to any other company or firm and the implementation for the Bank must be done by the employees of the consortium members only. Consortium agreement to be shared with the Bank clearly specifying the roles and responsibilities and services rendered. Prime bidder will be sole responsible for the entire project.

Copy of the Consortium agreement.

11 Bidder should comply with government’s rules and regulations like minimum wages act, Provident fund and ESIC facility standard?

Copy of relevant Documents, along with Self declaration.

12 Bidder should not be blacklisted by any Govt. organizations/PSU/PSB/PSE in India for breach of any law or violation of any regulatory prescriptions or breach of agreement for the last 10 years.

Self-Declaration (by authorized signatory of the bidder)

13 Bidder should have Teaming Agreement with OEM for the Finacle CBS as per role of OEM defined in the RFP

Copy of Teaming Agreement with Role of OEM as per RFP.


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Form –2: Technical Bid form

Date: ……………….. Deputy General Manager (ITD), IDBI Bank Ltd. IDBI Tower, 18th floor, WTC Complex, Cuffe Parade, Mumbai – 400 005 Dear Sir: Ref: ____________________________________ After going through the Bid Documents, the receipt whereof is hereby duly acknowledged, we the undersigned, unconditionally and irrevocably offer our services for System Integration in conformity with the said Bid Documents. We agree and undertake that, if our Bid is accepted, to deliver and commission the Services in accordance with the delivery schedule specified in the schedule of requirements. If our Bid is accepted, we will obtain bank guarantee in a sum equivalent to 10 (Ten) percent of the Contract Price for the due performance and observance of the Contract, in the form and manner prescribed by and to the satisfaction of IDBI Bank Limited (Bank). We agree and undertake to abide by the bid terms of Bank including the rates quoted therein for the orders awarded by Bank up to the period prescribed in the Bid, which shall be final and conclusive and remain binding upon us. Until a formal contract is finalized and executed, this Bid Documents, together with relevant documents as amended, modified, supplemented, revised, modified by addendum, etc., if any, at the sole discretion of Bank duly initialled/executed shall constitute a binding Contract between us. We agree and undertake that, in competing for (and, if the Bid is accepted by you) the above contract, we will strictly observe the laws inter alia, in particular, against fraud and corruption in force in India namely “Prevention of Corruption Act, 1988” and similar laws and also strictly abide by and observe all applicable laws. We agree and confirm that you are not bound to accept the lowest or any Bid you may receive and you also have the right to re-issue/re-commence the Bid. Any decision in this regard by you shall be final and binding on us. We enclose a demand draft of Rs. 50,00,000/- (Rs.Fifty Lakhs only) towards Bid Security, in favour of "IDBI Bank Limited." drawn on ____________, _________ Branch payable at Mumbai. We understand that the Bid Security will be refunded after the Bidder signing the Contract and furnishing of the Performance Bank Guarantee in case of successful Bidder and within a period of 90 (Ninety) days after the expiry of Bid validity period for unsuccessful Bidders. We have noted that Bid Security shall not carry any interest.


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Form – 3: Format of power-of-attorney

(On Stamp Paper of Rs. 500/-)

Know all men by these presents, we (name of the company and address of the registered office) do hereby appoint and authorize Mr. (full name and residential address) who is presently employed with us and holding the position of as our attorney, to do in our name and on our behalf, all such acts, deeds and things necessary in connection with or incidental to our proposal for installation , implementation , configuration ,migration and version upgrade of Finacle Core Banking System to the latest certified version of Finacle 10.x ( )in response to the RFP ( Request for Proposal) by IDBI Bank Ltd (hereinafter referred to as IDBI), including signing and submission of all documents and providing information/responses to IDBI in all matters in connection with our Bid / Offer. We hereby agree to ratify all acts, deeds and things lawfully done by our said attorney pursuant to this Power of Attorney and that all acts, deeds and things done by our aforesaid attorney shall and shall always be deemed to have been done by us. Dated this _____ day of ____________________ 2016 For (Signature)

(Name, Designation and Address) Accepted (Signature)

(Name, Title and Address of the Attorney) Date: Note:

1. To be executed by the all members, in case of a Consortium. 2. The mode of execution of the Power of Attorney should be in accordance with the procedure, if

any, laid down by the applicable law and the charter documents of the executants and when it is so required the same should be under common seal affixed in accordance with the required procedure.

3. Also, wherever required, the Bidder should submit for verification the extract of the charter documents and documents such as a resolution/power of attorney in favor of the Person executing this Power of Attorney for the delegation of power hereunder on behalf of the Bidder.

4. In case the Application is signed by an authorized Director / Partner or Proprietor of the Applicant, a certified copy of the appropriate resolution / document conveying such authority may be enclosed in lieu of the Power of Attorney.


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Form – 4: Undertaking

It is certified that the information furnished here in and as per the document submitted is true and accurate and nothing has been concealed or tampered with. We have gone through all the conditions of Bid and are liable to any punitive action for furnishing false information / documents. Dated this _____ day of ____________________ 2016 Signature (Company Seal)

In the capacity of Duly authorized to sign bids for and on behalf of:


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Form – 5: Deed of Indemnity (On Stamp Paper of Rs. 500/-)

This Deed of Indemnity executed at Mumbai on the ______ day of _______ by ________________________________________ (hereinafter referred to as “the Obligor” which expression shall unless it be repugnant to the context, subject or meaning thereof, shall be deemed to mean and include successors and permitted assigns); IN FAVOUR OF IDBI Bank Limited, a company registered and incorporated under the Companies Act, 1956 (1 of 1956) and a banking company within the meaning of section 5 (c) of the Banking Regulation Act, 1949 (10 of 1949) having its registered office at IDBI Tower, WTC Complex, Cuffe Parade, Mumbai – 400 005 (hereinafter referred to as “IDBI ” which expression shall, unless it be repugnant to the subject or context or meaning thereof, be deemed to mean and include its successors and assigns) WHEREAS

(1) The Obligor has

(a) offered to IDBI to Implement/ Migrate Finacle 10.x and the new modules at IDBI, as stated under Contract/Section 5 of RFP document;

(b) represented and warranted that they have all permissions, consents, approvals and license from all authorities, both regulatory / statutory and non-regulatory, for executing their services to IDBI;

(c) Represented and warranted that the aforesaid services offered to IDBI do not violate any provisions of the applicable laws, regulations or guidelines including laws relating to intellectual property rights, legal and environmental. In case there is any violation of any law, rules or regulation, which is capable of being remedied the same will be got remedied immediately during the implementation, maintenance and contract period to the satisfaction of IDBI; (d) represented and warranted that they are authorized and legally eligible and otherwise entitled and competent to enter into such contract(s) with IDBI;

(2) IDBI, relying and based on the aforesaid representations and warranties of the Obligor, has agreed

to avail the services of the Obligor on the terms and conditions contained in its Contract / Agreement dated ____________________ (the Agreement) with the Obligor;

(3) One of the conditions of the aforesaid Agreement is that the Obligor is required to furnish an

indemnity in favour of IDBI indemnifying the latter against any loss, damages or claims arising out of any violations of the applicable laws, regulations, guidelines during the execution and rendering of it’s the services / Finacle 10.x and the new solutions / Systems to IDBI over the contract period as also for breach committed by the Obligor on account of misconduct, omission or negligence or otherwise by the Obligor.

(4) In pursuance thereof, the Obligor has agreed to furnish an indemnity in the form and manner and

to the satisfaction of IDBI as hereinafter appearing;


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NOW THIS DEED WITNESSETH AS UNDER:- In consideration of IDBI having agreed to award the aforesaid services / job to the Obligor, more particularly described and stated in the aforesaid Agreement, the Obligor do hereby unconditionally, absolutely and irrevocably agree and undertake that:-

(1) The Obligor shall, at all times hereinafter, save and keep harmless and indemnified IDBI, including its respective directors, officers, and employees and keep them indemnified from and against any claim, demand, losses, liabilities or expenses of any nature and kind whatsoever and by whomsoever made in respect of the Contract / Agreement and any loss or damage caused from and against all suits and other actions that may be instituted taken or preferred against IDBI by whomsoever and all losses, damages, costs, charges and expenses that IDBI may incur by reason of any claim made by any claimant for any reason whatsoever or by anybody claiming under them or otherwise for any losses, damages or claims arising out of all kinds of accidents, destruction, deliberate or otherwise, direct or indirect, from those arising out of violation of applicable laws including those relating to intellectual property rights, rules, regulations, guidelines and also from the environmental damages, if any, which may occur or result from the terms of the Agreement.

(2) The Obligor further agrees and undertakes that the Obligor shall, ensure that all the permissions, authorizations, consents and licenses are obtained and renewed from the local and/or municipal and/or governmental authorities, as may be required under the applicable laws, rules, regulations, guidelines, orders framed or issued by any appropriate authorities.

(3) The Obligor further agrees to provide complete documentation of all sub-systems, operating systems, systems software, utility software and other software, they are having. The Obligor shall also provide licensed software for all software services, whether developed by it or acquired from others for performing the obligations under the Contract/Agreement. The Obligor shall also indemnify and keep indemnified IDBI against any levies / penalties / claims / demands litigations, suits, actions, judgments, and or otherwise on account of any default and or breach and or otherwise in this regard.

(4) If any additional approval, consent or permission is required by the Obligor to execute and perform the contract / Agreement during the currency of the contract, they shall procure the same and/or comply with the conditions stipulated by the concerned authorities without any delay.

(5) The obligations of the Obligor herein are irrevocable, absolute and unconditional, in each case irrespective of the value, genuineness, validity, regularity or enforceability of the aforesaid Agreement or the insolvency, bankruptcy, re-organization, dissolution, liquidation or change in ownership of IDBI or Obligor or any other circumstance whatsoever which might otherwise constitute a discharge or defense of an indemnifier.

(6) The obligations of the Obligor under this deed shall not be affected by any act, omission, matter or thing which, would reduce, release or prejudice the Obligor from any of the indemnified obligations under this indemnity or prejudice or diminish the indemnified obligations in whole or in part, including in law, equity or contract (whether or not known to it, or to IDBI).

(7) This indemnity shall survive the Agreement.


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(8) Any notice, request or other communication to be given or made under this indemnity shall be in writing addressed to either party at the address stated in the aforesaid Agreement and or as stated above.

(9) This indemnity shall be governed by, and construed in accordance with, the laws of India. The Obligor irrevocably agrees that any legal action, suit or proceedings arising out of or relating to any this indemnity may be brought in the Courts/Tribunals at Mumbai. Final judgment against the Obligor in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, by suit on the judgment, a certified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. By the execution of this indemnity, the Obligor irrevocably submits to the exclusive jurisdiction of such Court/Tribunal in any such action, suit or proceeding.

(10) IDBI may assign or transfer all or any part of its interest herein to any other person. Obligor shall not assign or transfer any of its rights or obligations under this indemnity, except with the prior written consent of IDBI.

IN WITNESS WHEREOF the Obligor has signed these presents on the day, month and year first above written. Signed and Delivered on behalf of )

___________________ )

By the hand of ___________________ ,)

_________, the authorized official )

of the Obligor )


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Form –6: Acceptance Certificate

No. Date: M/s. Sub: Certificate of Completion of Finacle 10.x Migration 1. This is to certify that the Migration of CBS to Finacle 10.x as detailed below has been successfully completed (subject to remarks in Para No.2) in accordance with the Agreement. The same has been implemented.

a. Contract No. ______________________________ dated ________ b. Description of the Services _______________________________ c. Date of commissioning and proving test ____________________

2. Details of services not yet supplied and recoveries to be made on that account: Sr. No. Description Amount to be recovered 3. The Contractor has fulfilled his contractual obligations satisfactorily*

or The Contractor has failed to fulfill his contractual obligations with regard to the following: (a) (b) (c) (d)

(i) The amount of recovery on account of non-render of Services / Finacle 10.x Upgrade/ migration is given under Para No._____.

(ii) The amount of recovery on account of failure of the Contractor to meet his contractual obligations is as indicated in endorsement of the letter.

Signature: ___________________ Name : ___________________ Designation _________ ____________________________ Explanatory notes for filing up the certificates: a. He has adhered to the time schedule specified in the contract in dispatching the Services pursuant

to Specifications. b. He has commissioned the services in time i.e., within the period specified in the Contract from the

date of intimation by IDBI in respect of the Implementation of the Services. c. Training of personnel has been done by the Vendor/Bidder as specified in the Contract/Agreement.


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Form – 7 (a): Performance Bank Guarantee

Bank Guarantee No.

Bank Guarantee Amount

Expiry Date

Claim Amount

Account

M/s.

GUARANTEE FOR PERFORMANCE OF CONTRACT/AGREEMENT

THIS GUARANTEE AGREEMENT executed at ___________ this ________ day of _____________ Two Thousand Sixteen BY: ______________________ Bank, a body corporate constituted under _______________, having its Registered Office/ Head Office at ______________, and a Branch Office at _____________________________________________________ (hereinafter referred to as “the Guarantor”, which expression shall, unless it be repugnant to the subject, meaning or context thereof, be deemed to mean and include its successors and assigns) IN FAVOUR OF: IDBI BANK LIMITED, a company incorporated and registered under the Companies Act, 1956 (1 of 1956) and a banking company within the meaning of Section 5 (c) of the Banking Regulation Act, 1949 (10 of 1949) and having its registered office at IDBI Tower, WTC Complex, Cuffe Parade, Mumbai – 400 005 and having its Branch Office amongst other places (hereinafter referred to as “Bank” which expression shall unless it be repugnant to the subject, meaning or context thereof, be deemed to mean and include its successors and assigns), WHEREAS Bank had called for the bids for engagement of Vendor to Implement Finacle 10.x Migration and for the purposes M/s……………………… have been appointed as the Vendor (hereinafter referred to as " Vendor") and accordingly has entered into Contract / Agreement on ……….. (Agreement) with Bank subject to the terms and conditions contained in the said documents and the Vendor has duly confirmed the same. AND WHEREAS pursuant to the Bid Documents, the Agreement, and the other related documents (hereinafter collectively referred to as “the said documents”, the Bank has agreed to avail from M/s……………………. and M/s……………………………. has agreed to provide to the Bank, the Services / Systems / Finacle 10.x CBS Solution , more particularly described in the Schedule/Annexure to the said documents (hereinafter collectively referred to as “the Services”), subject to payment of the contract price as stated in the said documents and also subject to the terms, conditions, covenants, provisions and stipulations contained the said documents.


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AND WHEREAS the Vendor has duly signed the said documents. AND WHEREAS in terms of the said documents, the Vendor has agreed to provide the Services and to procure an unconditional and irrevocable performance bank guarantee, in favour of the Bank, from a bank acceptable to the Bank for securing ……………………………………………………….towards faithful observance and performance by the Vendor of the terms, conditions, covenants, stipulations, provisions of the Agreement /the said documents. AND WHEREAS at the request of the Vendor, the Guarantor has agreed to guarantee the Bank, payment of the ………. of the Contract Price amounting to …………………………..(in words) towards faithful observance and performance by the Vendor of the terms of the said documents NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS: In consideration of the above premises, the Guarantor hereby unconditionally, absolutely and irrevocably guarantees to the Bank as follows: The Guarantor hereby guarantees and undertakes to pay, on demand, to the Bank at its office at Mumbai forthwith, the ……………………………………….or any part thereof, as the case may be, as aforesaid due to the Bank from the Vendor, towards any loss, costs, damages, etc. suffered by the Bank on account of default of the Vendor in the faithful observance and performance of the terms, conditions, covenants, stipulations, provisions of the Agreement / said documents, without any demur, reservation, contest, recourse or protest or without any reference to the Vendor. Any such demand or claim made by the Bank, on the Guarantor shall be final, conclusive and binding notwithstanding any difference or any dispute between the Bank and the Vendor or any dispute between the Bank and the Vendor pending before any Court, Tribunal, Arbitrator, or any other authority. The Guarantor agrees and undertakes not to revoke this Guarantee during the currency of these presents, without the previous written consent of the Bank and further agrees that the Guarantee herein contained shall continue to be enforceable until and unless it is discharged earlier by the Bank, in writing. The Bank shall be the sole judge to decide whether the Vendor has failed to perform the terms of the Agreement / said documents for providing the Services by the Vendor to the Bank, and on account of the said failure what amount has become payable by the Vendor to the Bank under this Guarantee. The decision of the Bank in this behalf shall be final, conclusive and binding on the Guarantor and the Guarantor shall not be entitled to demand the Bank to establish its claim under this Guarantee but shall pay the sums demanded without any objection, whatsoever. To give effect to this Guarantee, the Bank, may act as though the Guarantor was the principal debtor to the Bank. The liability of the Guarantor, under this Guarantee shall not be affected by any change in the constitution or winding up of the Vendor or any absorption, merger or amalgamation of the Vendor with any other company, corporation or concern; or any change in the management of the Vendor or takeover of the management of the Vendor by the Government or by any other authority; or acquisition or rationalization of the Vendor and/or of any of its undertaking(s) pursuant to any law; or any change in the constitution of IDBI / Vendor; or any change in the set up of the Guarantor which may be by way of change in the constitution, winding up, voluntary or otherwise, absorption, merger or amalgamation or otherwise; or the absence or deficiency of powers on the part of the Guarantor to give Guarantees and/or Indemnities or any irregularity in the exercise of such powers.


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Notwithstanding anything contained hereinabove, the liability of the Guarantor hereunder shall not exceed the rupee equivalent of ……………………………………….(in words) being the [10% of the Contract Price]. This Guarantee will expire on _______________. Any demand or claim under this Guarantee must be received by the Guarantor by ______________ and if no such demand or claim has been received by the Guarantor by the date mentioned as aforesaid, then all the rights of the Bank under this Guarantee shall cease. For all purposes connected with this Guarantee and in respect of all disputes and differences under or in respect of these presents or arising there from the courts of Bombay city/ Mumbai city where the Bank has its Registered Office shall alone have jurisdiction to the exclusion of all other courts. IN WITNESS WHEREOF the Guarantor has caused these presents to be executed on the day, month and year first herein above written as hereinafter appearing. SIGNED AND DELIVERED BY the within named Guarantor, ______________________, by the hand of Shri.__________, its authorised official.


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Form – 7 (b): Format for Bank Guarantee for Earnest Money Deposit

GUARANTEE FOR SECURING THE PAYMENT OF EARNEST MONEY DEPOSIT

THIS GUARANTEE AGREEMENT executed at ___________ this ________ day of _____________ Two Thousand and Sixteen.

BY: ______________________ Bank, a body corporate constituted under Banking Corporation (Acquisition and Transfer of Undertakings) Act, 1970/1980, having its Registered Office/Head Office at ______________, and a Branch Office at _____________________________________________________ (hereinafter referred to as “the Guarantor”, which expression shall, unless it be repugnant to the subject , meaning, or context thereof, include its successors and assigns)

IN FAVOUR OF:

IDBI BANK LIMITED, a company incorporated and registered under the Companies Act, 1956 (1 of 1956)

and a banking company within the meaning of Section 5 (c) of the Banking Regulation Act, 1949 (10 of

1949) and having its registered office at IDBI Tower, WTC Complex, Cuffe Parade, Mumbai – 400 005

and having its Branch Office amongst other places (hereinafter referred to as “Bank” which expression

shall unless it be repugnant to the subject, meaning or context thereof, be deemed to mean and include

its successors and assigns),

WHEREAS the Bank, had called for Request for Proposal vide its RFP No. _____________for ‘Core

Banking System upgrade / migration’. M/s __________________ having their registered office at

_____________ (hereinafter called the ”Bidder‟) wishes to respond to the said Request for Proposal

(RFP) and submit the proposal for the supply, installation, upgrade / migration, commissioning

hardware equipment, software/ licenses and to provide other related services as listed in the RFP/Bid

documents. In terms thereof, the Bidders are required to deposit with the Bank, earnest money deposit

of Rs……………………… or furnish bank guarantee of an equivalent amount in the form and manner

satisfactory to the Bank along with the Bid Documents.

AND WHEREAS pursuant the above, M/s………………….. (the Bidder) also proposes to participate in the

Bid and in lieu of depositing the demand draft/pay order for Rs……………………… towards earnest money

deposit, desires to furnish an unconditional and irrevocable bank guarantee, for the aforesaid purpose

from a bank acceptable to the Bank in accordance with the terms of the RFP/Bid Documents.

AND WHEREAS the Bidder has accordingly agreed to provide an unconditional and irrevocable bank

guarantee towards payment of earnest money deposit in fulfillment of the terms of the RFP/Bid

Documents.

AND WHEREAS at the request of the Bidder, the Guarantor has agreed to guarantee the Bank, payment

of the earnest money deposit of Rs………………….. and also the due and faithful observance and

performance of the terms of the RFP/Bid as detailed in the RFP/Bid Documents.


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NOW, THEREFORE, THIS AGREEMENT WITNESSETH AS FOLLOWS:

In consideration of the Bank agreeing to accept a bank guarantee in lieu of actual deposit of

demand draft/pay order towards earnest money deposit along with the Bid Documents submitted by

the Bidder to the Bank for scrutiny and processing, the Guarantor hereby unconditionally, absolutely

and irrevocably guarantees to the Bank as follows:

The Guarantor hereby guarantees and undertakes to pay, on demand, to the Bank at its office at

Mumbai forthwith, the earnest money deposit of Rupees………………..or any part thereof, as the case

may be, as aforesaid due to the Bank from the Bidder, towards any loss, costs, damages, etc. suffered by

The Bank on account of the Bidder’s failure to fulfill the terms of the earnest money deposit and/or the

due and faithful observance and performance of all the terms of the Bid, at any time up to _____

without any demur, reservation, contest, recourse or protest or without any reference to the Bidder.

Any such demand or claim made by the Bank, on the Guarantor shall be final, conclusive and binding

notwithstanding any difference or any dispute between the Bank and the Bidder or any dispute

between the Bank and the Bidder pending before any Court, Tribunal, Arbitrator, or any other authority.

The Guarantor agrees and undertakes not to revoke this Guarantee during the currency of these

presents, without the previous written consent of the Bank and further agrees that the Guarantee

herein contained shall continue to be enforceable until and unless it is discharged earlier by the Bank, in

writing.

The Bank shall be the sole judge to decide whether the Bidder has failed to fulfill any terms and

conditions of the earnest money deposit and/or the terms of the Bid and on account of the said failure

what amount has become payable by the Bidder to the Bank under this Guarantee. The decision of the

Bank in this behalf shall be final, conclusive and binding on the Guarantor and the Guarantor shall not

be entitled to demand the Bank to establish its claim under this Guarantee but shall pay the sums

demanded without any objection, whatsoever.

To give effect to this Guarantee, the Bank, may act as though the Guarantor was the principal debtor to

the Bank.

The liability of the Guarantor, under this Guarantee shall not be affected by:

any change in the constitution or winding up of the Bidder or any absorption, merger or amalgamation

of the Bidder with any other Company, Corporation or concern; or

any change in the management of the Bidder or takeover of the management of the Bidder by the

Government or by any other authority; or

acquisition or nationalization of the Bidder and/or of any of its undertaking(s) pursuant to any law; or

any change in the constitution of the Bank/Bidder; or


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any change in the set up of the Guarantor which may be by way of change in the constitution, winding

up, voluntary or otherwise, absorption, merger or amalgamation or otherwise; or

the absence or deficiency of powers on the part of the Guarantor to give Guarantees and/or

Indemnities or any irregularity in the exercise of such powers.

Notwithstanding anything contained hereinabove, the liability of the Guarantor hereunder shall not

exceed Rupees--------------------------------------.

This Guarantee will expire on _______________. Any demand or claim under this Guarantee must be

received by the Guarantor by ______________ and if no such demand or claim has been received by the

Guarantor by the date mentioned as aforesaid, then all the rights of the Bank under this Guarantee shall

cease.

For all purposes connected with this Guarantee and in respect of all disputes and differences under or in

respect of these presents or arising there from, the courts of Bombay city/ Mumbai city, where the Bank

has its Head Office, shall alone have jurisdiction to the exclusion of all other courts.

IN WITNESS WHEREOF the Guarantor has caused these presents to be executed on the day,

month and year first hereinabove written as hereinafter appearing.

SIGNED AND DELIVERED BY

the within named Guarantor,

______________________,

by the hand of Shri.__________,

It’s authorized official.

* An amount is to be inserted by Bank or Financial Institution representing the amount of the

earnest money deposit.


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Form – 8: Contract Form

THIS AGREEMENT (the Agreement) made at………………… the ………day of ……………………. 2016. BETWEEN IDBI BANK LIMITED, a company registered under the Companies Act, 1956 (1 of 1956) and a banking company within the meaning of Section 5 (c) of the Banking Regulation Act, 1949 (10 of 1949) and having its registered office at IDBI Tower, WTC Complex, Cuffe Parade, Mumbai – 400 005 (hereinafter called “IDBI / the Purchaser” which expression shall unless it be repugnant to the subject, context or meaning thereof shall be deemed to mean and include its successors and assigns) of the ONE PART AND ……………. (Name of successful Bidder / Contractor) of …………………… (Please specify the registered office of the (Contractor) (hereinafter called “the Contractor” which expression shall unless it be repugnant to the subject, context or meaning thereof shall be deemed to mean and include its successors and permitted assigns) of the OTHER PART; The Purchaser and Contractor are hereinafter collectively referred to as "Parties". WHEREAS the Purchaser invited bids for certain Services viz………………………………. (Brief Description of Services) and has accepted a bid by the Contractor for rendering of the Services for the sum of ……………………… (Contract Price in Words and Figures) (Hereinafter called “the Contract Price”). NOW THIS AGREEEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. In this Agreement words and expressions shall have the same meanings as are respectively assigned to them in the terms and conditions of RFP / Contract / Agreement referred to.

2. The RFP Document / Bid No. ________________ dated [ __ / __ /____ ] together with all Annexure, Schedules and Forms amended from time to time and this Agreement, and the other related documents shall be deemed to form and be read and construed as part of this Agreement, which, inter alia, includes

Invitation for Bids

Instructions to Bidders (ITB)

the Bid form and the price schedule submitted by the Bidder/Contractor;

Service level expectations;

the technical & functional specifications ;

the terms and conditions of RFP / Contract ;

the purchaser’s notification of award ;

Schedule of dates, amounts etc.

3. In consideration of the payments to be made by the Purchaser to the Contractor as hereinabove

mentioned, the Contractor hereby agrees and covenants with the Purchaser to provide / render the Service(s), and to remedy defects, if any therein, including upgrading / updating the software, hardware, etc. and additional roll outs at other locations, strictly in conformity in all respects with the provisions of the said documents.


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4. The Purchaser hereby agrees and covenants to pay the Contractor in consideration of the rendering of the Services and the remedying of defects, if any therein, including upgrading / updating the software, hardware, etc. and additional roll outs at other locations, the Contract price or such other sum as may become payable under the provisions of the Contract at the times and in the manner prescribed by the Contract.

IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be executed on the day, month and year first above written. Signed and Delivered by the within named IDBI / Purchaser Signature : Name: Date: - …....................... IN THE PRESENCE OF.

1. Signature :- Name :- ....................... Address :- ....................... .......................

2. Signature :- Name :- ....................... Address :- .......................

........................

Signed and Delivered by ......... ......................... ,the within named Contractor M/s. .................................. .................................. Date :- .......................

1. Signature :- Name :- ....................... Address :- ....................... .......................

2. Signature :- Name :- ....................... Address :- .......................

........................


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Form – 9: Technical Bid Evaluation Criteria

Criteria Evaluation Parameters Max

Marks

Scoring Methodology

Credentials Should have successfully implemented or

under process of new implementation

Finacle CBS within last 10 years for Banks

in India having at least 500 branches Proof

of such work should be submitted along

with the response.

20 Five marks per Bank in India.

Should have done upgrade /migrate of Finacle CBS from version 6.x to 7.x within last 10 years for banks in India having at least 500 branches. Proof of such work should be submitted along with the response.


Should have done upgrade /migrate or under process of migration of Finacle CBS from version 7.x to 10.x within last 10 years for banks in India having at least 500 branches. Proof of such work should be submitted along with the response.


Should have done implementation or

under process of implementation of

Oracle RAC in large organizations in BFSI

sector having database size of more than

1TB.

10 Five marks per organization.

Bidder’s Experience in Implementation of

new modules / Add-on Applications as

defined in Section – 5, Scope of Work,

Clause-2.3.

10 2 Marks per new module /

Add-on Applications

Sub-Total ( A ) 55

Manpower

Resources

The bidder should have a pool of

resources in the below mentioned areas.

The resources should currently be working

or have at least worked in the respective

areas for at least 1 Bank The areas of

expertise are :

Number of resources exclusively involved

20 Min. 10 Resources – 5 Marks Min. 15 Resources – 10 Marks


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in the Finacle version upgrade and / or Migration.

Min. 20 Resources – 15 Marks 25 & above Resources – 20

Marks

No. of trained resources having Finacle

10.x certification from OEM with more

than 3 years experience in Finacle

implementation / customization.

5 Min. 5 Resources – 3 Marks above Resources – 5 Marks (Proof of training / copy of

certification).

No. of Finacle 10.x certified trainers from

OEM with more than 3 years experience in

Finacle training.

5 Min. 5 Resources – 5 Marks Above Resources – 10 Marks

Sub-Total ( B ) 30

Presentation

Presentation of in-depth understanding of

the Bank project requirements through

the technical proposal supplemented by

Presentation & Interactions.

15 Subjective Evaluation

Sub-Total ( C ) 15

Total Marks, D = ( A + B + C ) 100

Note: a) The Bidder should submit the documentary evidence for each of the above criteria like P.O.,

Authorization from client, Acceptance Letter, Self Certificate etc. b) Migration means, from legacy Systems to Finacle CBS (or) Version upgrade of Finacle CBS from

version (7.x to 10.x).


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Form – 10 (a): Experience Certificate Format (Migration /Version Upgrade)

The implementation/migration/version upgrade references proposed by the Bidders must be

accompanied by a letter on their customer’s letter head, in the following format:

To, Date DD-MM-YYYY

Deputy General Manager (ITD), IDBI Bank Ltd. IDBI Tower, 18th floor, WTC Complex, Cuffe Parade, Mumbai – 400 005 Dear Sir,

REF: RFP No.: XX/xxxx/xxxx- dated XX-XX-2016

Subject: Certificate for implementation/migration/version upgrade reference

This is to certify that, we have engaged__________________________________ (Bidder name) for end-

to-end (requirement, design, configuration, project management and test) implementation /migration /

version upgrade of Finacle CBS ___________________________ in _________________(Bank name).

The further details are as follows

Finacle CBS version no.(Pre Migration , if applicable) :

Finacle CBS version no.(Post Migration , if applicable) :

Date of Go Live:

Start Date of Implementation:

Yours Faithfully,

Authorized Signatories

(Name & Designation,

Organization Name,

Seal of the firm)


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Form – 10 (b): Experience Certificate Format (Oracle RAC implementation / Data migration)

The Oracle RAC implementation/migration references proposed by the Bidders must be accompanied

by a letter on their customer’s letter head, in the following format:

To, Date DD-MM-YYYY

DGM-IT, IDBI Bank Ltd. IDBI Tower, 18th floor, WTC Complex, Cuffe Parade, Mumbai – 400 005 Dear Sir,

REF: RFP No.: ______________ dated ____________2016.

Subject: Certificate for implementation/migration/version upgrade reference

This is to certify that, we have engaged__________________________________ (Bidder name) for end-

to-end (requirement, design, configuration, project management and test) Oracle RAC implementation

/migration in the Live Database ___________________________ in _________________(Bank name).


Oracle Version No:

Database Size :

Date of Go Live:


Yours Faithfully,



Organization Name,

Seal of the firm)


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Form – 10 (c): Experience Certificate Format (New modules / interfaces implementation/Integration

in Finacle CBS)

The additional modules / interfaces implementation and integration with Finacle CBS by the Bidders

must be accompanied by a letter on their customer’s letter head, in the following format:

To, Date DD-MM-YYYY

DGM-IT, IDBI Bank Ltd. IDBI Tower, 18th floor, WTC Complex, Cuffe Parade, Mumbai – 400 005 Dear Sir,

REF: RFP No.: XX/xxxx/xxxx- dated XX-XX-2016

Subject: Certificate for additional modules / interfaces implementation and integration reference

This is to certify that, we have engaged__________________________________ (Bidder name) for end-to-end (requirement, design, configuration, project management and test) additional modules / interfaces implementation and integration with Finacle CBS ___________________________ in _________________ (Bank name).


Finacle Version No:

Module / Interface implemented / integrated:

Date of Go Live:


Yours Faithfully,



Organization Name,

Seal of the firm)


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Form 11 –Format for Project Team Profiles List

A. List of Resources with Experience in Finacle Implementation/Migration for any Bank in India

Sr.No. Name of the Resource Total Finacle

Implementation/

Migration

Experience

(Year/Month)

Client Name Will be

Deployed at

IDBI Bank

(Y/N)

Remarks

B. List of Resources with Experience in Finacle Customization for any Bank in India

Sr. No. Name of the Resource Total Finacle

Customization

Experience

(Year/Month)

Client Name Will be

Deployed at

IDBI Bank

(Y/N)

Remarks

C. List of Resources with Experience in Finacle Training for any Bank in India

Sr. No. Name of the Resource Total Finacle

Customization

Experience

(Year/Month)

Client Name Will be

Deployed at

IDBI Bank

(Y/N)

Remarks


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Form 11a – Format Project Team Profiles (Individual)

Detailed Profiles of the Project Team

1 Name

a Brief Introduction (in bullets)

2 Date of Birth

3 Phone Number

4 Position in the firm

5 Total years of post-qualification work experience

6 Employment Record

Company Name Positions Held Duration Clients Worked

6.1

6.2

6.3

6.4

6.5

7 Number of years with the firm

8

Details of relevant assignments undertaken (include both past and current employment projects and highlight BFSI experience, if any)

(Provide scope, duration, client name and status of assignment)

a

Year

Location

Client Name

Main project title and features

Position held

Activities performed

b

Year

Location

Client Name

Main project title and features

Position held

Activities performed


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9 Education

Degree Obtained Year of Degree

obtained Institution

9.1

9.2

9.3

9.4

9.5

10 Certification

Degree Obtained Year of Degree

obtained Institution

10.1

10.2

10.3

10.4

10.5


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Form 12 – Format for ‘Undertaking from OEM’

(To be submitted on Company (OEM’s) letterhead)

To,

The Deputy General Manager,

IT Department

IDBI Bank Ltd

IDBI Tower, 18th Floor, WTC Complex,

Cuffe Parade, Mumbai-2

Ref: RFP for Finacle 10.x Migration (Ref. No: ___________)- Bid submitted by : < Successful Bidder /

Vendor Name>

Dear Sir,

We_______ (OEM Vendor) of________ Core Banking System ‘Finacle’ hereby authorize

M/s.______ (Successful Bidder / Vendor Name) to offer their quotation, negotiate and conclude the

contract with you against the above invitation for the Bid.

We hereby extend our full support to them for successful migration, customization and

implementation of new Version of Finacle 10.x. The necessary bug fixes for the new version including

the migration assistance will be provided by us to ensure smooth and successful implementation of the

project as per the agreed timelines.

We also extend our back to back service support and assurance of availability of competent

resources to carry out the migration as per terms and conditions of the tender, to M/s. ________

(Vendor Name) till the successful completion of the project as envisaged in the RFP.

Dated at ______________ this ________ day of _____________2016.

Signature :

Name :

Designation :

Company seal :


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Annexure - 2: Commercial bid- Contents and Formats

A. Cost of Migration / Up gradation: The Bidder is expected to quote the costs for all items required for fully complying with the requirements of the RFP in the respective sections of the price bid. The prices for the respective sections would be deemed to include all components required to successfully implement and maintain the solution for the period of the contract.

Sr.

No.

A. Cost of Migration / Up

gradation: Item Description

Item

Code

SI’s efforts OEM’s efforts Total

Man

Days

Total

Cost

Man

days

Total

Cost

Man

Days

Total

Cost

1 Migration / Upgrade Cost for

Finacle 10.x migration of IDBI

Bank’s Finacle CBS Live Instances

(India Operations). Activities and

Environments listed in the RFP

including maintenance and

support of listed environments /

Building Interfaces / Project

Management /Requirement

gathering / testing support for SIT

/ UAT / Training (Both Functional

& Technical) / Installation /

Implementation (DC, DR&NDR) /

Data migration as per the scope

defined in the RFP.

A1



Bank’s Finacle CBS Live Instance

(Dubai Operations). Activities

and Environments listed in the

RFP including maintenance and









defined in the RFP.

A2


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3 Migration Cost for Finacle (CFS)

of IDBI Bank’s Finacle Corporate

Finance System to Finacle 10.x

with the existing functionalities

and history data as per the scope

defined in the RFP.

A3

4 Cost of Oracle RAC

implementation/Migration

A4



Bank’s Finacle CBS Live Instance

(IBU Operations). Activities and

Environments listed in the RFP

including maintenance and









defined in the RFP.

A5

Sub-Total Cost A = (A1 to A5) A

Note: The OEM’s involvement in the project for the above activities from A1 to A5 should be at least 20% of the efforts as specified in the above table and detailed accountability of OEM as specified in Section – 5, Clause – 6: Deliverables during various stages of migration.


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B. Cost of Customization porting, New modules, Support, Training, Additional Customizations and Other services:

Sr.

No

Item Description

Item

Code

Qty.

(a)

Unit

Cost

(b)

Total Cost

c = a * b

(In Rs.)

1 Cost of customization and porting

/development/debugging/implementation/minor

enhancements and interface integration for Finacle

(India Operations) as of DRG commencement date.

(Approx. 1700 Menu Options including Core, which

consists of around 10,000 (SCR/MRT/COM/MRI/SQL)).

B1 1

2 Cost of customization and

porting/development/debugging/implementation/minor

enhancements and interface integration for Finacle

(Dubai Operations) as of DRG commencement date.

(Approx. 40Menu Options including Core Menu

Customizations, which consists of around 300

(SCR/MRT/COM/MRI/SQL)).

B2 1

3 Cost of implementation of finacle New / Add- on

modules (Break up of cost for the listed modules and

tools) have to be given separately as per in Annexure

2(a)- Column B3 and the net amount to be mentioned

here.

B3 1

4 Application L2 Support Services (Post Go Live) as per

Annexure-6. (12 Months post Completion of 3 Months

warranty Period from the date of ‘Go Live’)

B4 1

5 Cost of Computer based training module /tool as per

Section -5, Clause –2.6

License Cost B5.1

Implementation cost B5.2

ATS Cost for One Year B5.3

Total ( B5.1 to B5.3) B5

B5 1


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6 Cost of Training services to provide End user Training to

all the branch users of Finacle CBS as per Section -5,

Clause –2.7 (Approx.15,000 Users , in batch of min. 30

users per batch , Total 500 Batches (units))

B6 500

7 Cost of ‘Go Live’ support services to the branches of IDBI

Bank as per Section -5, Clause –2.8.

Approx. 60 Regional Centers for Go Live Support for One

Week (Rate Per Support Person)

B7 180

8 Cost of Additional Customization efforts for30 days (as

per Man-days applicable post implementation - for

arriving at Rate Contract)

B8 30

9 Cost of Data Archival & Purging Solution –Section 5,

clause 2.9

License Cost B9.1



Total ( B9.1 to B9.3) B9

B9 1

10 Application Performance Monitoring Tool –Section 5,

Clause 2.10

License Cost B10.1



Total ( B10.1 to 10.3) B10

B10 1

11 Cost of customization and porting / development/

debugging/ implementation / minor enhancements and

interface integration for Finacle (IBU Operations) as of

DRG commencement date. (Approx. 40 Menu Options

including Core Menu Customizations, which consists of

around 100 (SCR/MRT/COM/MRI/SQL)).

B11 1

Sub Total B = (B1 to B11) B


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Total Cost of Ownership (TCO):

Sr. No Description Total price in

figures(A+B)

Total Price in Words ( A+B)

(Rs.)

1 Total cost of Ownership (TCO) (A+B)

(For the purpose of evaluation)

Note:

a) The bidder has to mandatorily quote for all the Items given in the table A & B. Any deviation in this will result in summarily rejection of the bids.

b) The Total Cost quoted should be exclusive of Sales tax/ VAT/ Service tax as applicable. Octroi / Entry Tax / Local Body Tax (LBT) as applicable, will be payable, at actuals on submission of original Octroi receipt, drawn in the name of “IDBI Bank Limited”. ALL other Taxes / Duties / levies and charges, should be included in total cost as mentioned above.

c) The value quoted in Item Code “B8” above for 30 days will be used for computing TCO. The per man-day rate arrived will be used for future customization requirement after the completion of the project till a period of One year AMS support post completion of 3 months warranty support from the date of Go Live.

d) The cost quoted for Item Code B3 mentioned above will be considered as part of TCO for evaluation. However, the Bank may, at its discretion, choose/opt either to implement all, some or none of the modules referred in annexure-2a as per the requirement at the time of awarding the contract.

e) The cost quoted for Item Codes”A1 to A5”, “B1 to B11” will be considered as part of TCO for evaluation. However, the Bank may, at its discretion, choose/opt either to implement the solution/availing the service or not as per the requirement at the time of awarding the contract.


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Annexure- 2(a): Implementation Cost for New Modules

Authorized Signatory

Name:

Company Name and Stamp

Terms & Conditions: Please note that the cost break up must be provided strictly in the format specified above. Bank reserves the exclusive right to accept any bid, and to annul the bid 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 Bank’s action. Bank also reserves the right to procure one or more modules related to Finacle 10.x, depending on requirement. In addition to this Bank has the right to drop any of the above referred services before awarding the contract. Any decision in these regards by the Bank shall be Final, conclusive and binding on the Bidder. The Bank shall not entertain any claim or be responsible for the same.

S. No. Module Name Implementation Cost (B3)

1 Signature Verification System

2 Referral

3 Subsidy

4 Syndication

5 Buyers Credit

6 Utility Bill Payments

7 Single Sign on

8 Localization

9 Finacle Integrator _WorkBench With Fin Mapper, Module-wise Business messages (deposits, loans, casa, paysys, tfin, cif, limits, SVS), IFX Messages

10 FSDP Tools – Name of the Tool

1. Fin Customization IDE Core 2. Fin Customization IDE CRM 3. Finacle Script IDE 4. Finacle Report Designer 5. Finacle Data Transformer 6. Finacle Data Migration Tool kit 7. Finacle Environment Synchronization tool kit 8. Finacle Parameter Promotion Tool 9. Finacle Load Simulator

Total Cost (S. No 1 to 10)


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(To be included in the commercial Proposal)

Having perused the Bid Documents, the receipt of which is hereby duly acknowledged, we, the undersigned, offer our services as bidder, in conformity with the said Bid Documents at fees mentioned in the financial bid.

1. When works are executed wholly or in part which involves the bidder services in such cases value of such whole or partly work will be taken into consideration for the purpose of calculating the bidder fees. However, for any such works independently undertaken by Bank along with works under progress where the bidder has no direct role or responsibility such value of work will not be eligible for bidder fees.

2. In case of discrepancy between unit price and total price, the unit price shall prevail.

3. In case of discrepancy between figures and words, the amount in words shall prevail.

4. No increase in costs, duties, levies, taxes, charges, etc., irrespective of reasons (including exchange rate fluctuations, etc.) whatsoever, shall be admissible during the currency of the Contract.

5. IDBI Bank Ltd. reserves the Right to accept any bid, and to annul the bid 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 IDBI Bank Ltd’s action.

6. The total cost for Core Banking System Upgrade/ Migration to Finacle 10.x quoted in Table Above, must be valid for the entire Contract period including 3 months of warranty after successful acceptance of Finacle 10.x by the Bank.

7. Any additional licences that the bank procures for New licensed modules on successful completion of the Finacle 10.x migration would be clubbed with the base product per user license by OEM vendor

8. The total cost for Core Banking System Upgrade/ Migration to Finacle 10.x should cover (i) Supply, Installation, Implementation, version upgrade, migration, Training and Go Live of Finacle 10.x in Data Center of IDBI, (ii) The warranty period of 3 months from the date of acceptance of Finacle 10.x, Go Live acceptance date and (iii) Successful implementation and making them Live of the newly licensed modules.

9. Cost of Third party Software / Tools quoted above should include the cost of all the third party tools /software (if any) that are mandatory requirements for the Finacle 10.x to operate/run. Detailed break up of various third party tools/ software required in this regards should be provided along-with specifications/ versions and Cost for the same..

10. The cost of AMC should be inclusive of new licensed modules and it would be based on the mutually agreed terms between IDBI and the OEM Vendor.

11. For the above, any decision of Bank, in this behalf shall be final, conclusive and binding on Bidder / Bidder.

Dated this _____ day of ____________________ 2016

Signature (Company Seal)

_________________ In the capacity of Duly authorized to sign bids for and on behalf of:


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Annexure - 3: Service Level Expectations Purpose:

This section lists the minimum service level requirement to be maintained by Bidder on award of the

contract. The Bidder may have to enter into a service level contract with the Bank before the award of

the contract as per the format provided by the Bank.

Implementation and Integration services:

The Bidder will be required to get the Acceptance Certificate as per Annexure 1 (Form-6), in original,

duly signed & stamped by the Bank Officials for having implemented and tested the Finacle 10.x

solutions (“the System”) at the Bank. Payments will be released as per the Payment terms referred in

this RFP. Penalty amount will be charged as defined in Section -4, Clause -4.

Breach of service levels expectations consistently on part of the Bidder may lead to invocation of clause

for “Termination for Default”

Category Severity Timeframe for Problem

analysis & response

Timeframe for

resolutions

Problem/

Issue/ Defect

Showstopper Immediate Immediate

High 1 Hr 3 Hr

Medium 4 Hr 8 Hr

Low SBD* NBD*

Problem/Issue/Defect: This should be defined as any flaw within the System which does not allow the

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

requirements in a stipulated timeframe.

Any problems/Issues /Defects, reported by Users should be categorized based on severity as follows:

Showstopper: When the System operation has stopped or halted or when the System is malfunctioning,

such that it does not function as required and stipulated business operations are hampered.

High: When the System operation has stopped or halted or when the system is malfunctioning and

workaround is also not available for the same.

Medium: When the System operation has stopped or halted or when the system is malfunctioning but a

workaround is available for the same.

Low: Minor irritancies during operations.

*SBD- Same Business Day & NBD – Next Business Day.


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Annexure - 4: Unconditional Acceptances of the Terms & Conditions of the RFP

(To be submitted on the Company’s Letter Head) To, Date: Deputy General Manager (ITD), IDBI Bank Ltd. IDBI Tower, 18th floor, WTC Complex, Cuffe Parade, Mumbai – 400 005 Ref: RFP for Core Banking System Upgrade / Migration This is to confirm that we unconditionally accept all the terms and conditions as mentioned in the said RFP floated for IDBI Bank Ltd. regarding Core Banking System – Upgrade/Migration (Finacle 10.x). Authorized Signatory ( ) Designation Company Stamps


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Annexure - 5: Non-Disclosure Agreement

This Non-Disclosure Agreement entered into between IDBI Bank Limited, a company incorporated and registered under the Companies Act, 1956 (1 of 1956) and a banking company within the meaning of Section 5 (c) of the Banking Regulation Act, 1949 (10 of 1949) and having its registered office at IDBI Tower, WTC Complex, Cuffe Parade, Mumbai – 400 005 (hereinafter called “the Purchaser/Bank” which expression shall unless it be repugnant to the subject, context or meaning thereof shall be deemed to mean and include its successors and assigns) of the ONE PART and ……………. (Name of Bidder) of …………………… (Please specify the registered office of the (Bidder) (hereinafter called “the Bidder/Contractor” which expression shall unless it be repugnant to the subject, context or meaning thereof shall be deemed to mean and include its successors) of the OTHER PART; WHEREAS, Bank called for the bids for engagement of Bidder to supply XXXXXXX at XXXXXXXXXX) of the Bank. M/s……………………… (hereinafter referred to as "Bidder"), after going through the Bid Documents and being interested to act as Bidder and provide the services for installation and commission of XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX, has submitted its bid. WHEREAS, the Bidder is aware and confirms that the information, data, drawings and designs, and other documents made available in the Bid Documents / the Contract and thereafter regarding the Services as furnished by the Bidder in their Request For Proposal or otherwise and all the Confidential Information under the Bid Documents/the Contract is privileged and strictly confidential and/or proprietary to Bank, NOW THEREFORE, in consideration of the foregoing, the Bidder agrees to all of the following conditions, for Bank, to grant the Bidder specific access to Bank’s property/information and other data. It is hereby agreed as under: a) The parties agree that they shall hold in trust any Confidential Information received by either party,

under this Contract, and the strictest of confidence shall be maintained in respect of such Confidential Information. The parties also agree and undertake to:

i. Maintain and use the Confidential Information only for the purposes of this Contract and only as

permitted herein; ii. Make copies as specifically authorized by the prior written consent of the other party and with

the same confidential or proprietary notices as may be printed or displayed on the original; iii. restrict access and disclosure of confidential information to such of their employees, agents,

vendors, and contractors strictly on a "need to know" basis, to maintain confidentiality of the Confidential Information disclosed to them in accordance with this clause; and

iv. Treat Confidential Information as confidential for a period of five (5) years from the date of receipt. In the event of earlier termination of this Contract, the Parties hereby agree to maintain the confidentiality of the Confidential Information for a further period of [two (2)] years from the date of such termination.

b) Confidential Information in oral form must be identified as confidential at the time of disclosure and

confirmed as such in writing within 30 days of such disclosure. Confidential Information does not include information which:

i. The recipient knew or had in its possession, prior to disclosure, without limitation on its confidentiality;

ii. Is independently developed by the recipient without breach of this Contract;


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iii. Is the public domain; iv. Is received from a third party not subject to the obligation of confidentiality with respect to such

information; v. Is released from confidentiality with the prior written consent of the other party.

The recipient shall have the burden of proving hereinabove are applicable to the information in the possession of the recipient.

c) Notwithstanding the foregoing, the parties acknowledge that the nature of the Services to be

performed under this Contract may require the Bidder’s personnel to be present on premises of Bank or may require the Bidder’s personnel to have access to computer networks and databases of Bank while on or off premises of Bank. It is understood that it would be impractical for Bank to monitor all information made available to the Bidder’s personnel under such circumstances and to provide notice to the Bidder’s of the confidentiality of all such information. Therefore, the Bidder agrees and undertakes that any technical or business or other information of Bank that the Bidder’s personnel, or agents acquire while on Bank premises, or through access to Bank computer systems or databases while on or off Bank premises, shall be deemed Confidential Information.

d) Confidential Information shall at all times remain the sole and exclusive property of the disclosing

party. Upon termination of this Contract, confidential information shall be returned to the disclosing party or destroyed, if incapable of return. The destruction shall be witnessed and so recorded, in writing, by an authorised representative of each of the parties. Nothing contained herein shall in any manner impair or affect rights of Bank in respect of the Confidential Information.

e) In the event that any of the parties hereto becomes legally compelled to disclose any Confidential

Information, such party shall give sufficient notice to the other party to enable the other party to prevent or minimize to the extent possible, such disclosure. Neither party shall disclose to a third party any Confidential Information or the contents of this Contract without the prior written consent of the other party. The obligations of this Clause shall be satisfied by handling Confidential Information with the same degree of care, which the receiving party applies to its own similar confidential information but in no event less than reasonable care. The obligations of this clause shall survive the expiration, cancellation or termination of this Contract.

f) The provisions hereunder shall survive termination of the Contract. Authorized Signatory Name : Designation: Office Seal: Place: Date: Accepted – Bank


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Annexure - 6: Application Maintenance Support services - Resource Requirement

S. No

Application Type of

Resource Module

Months Total

Person Days (25

days /mth)

1 2 3 4 5 6 7 8 9 10 11 12

1 Finacle Core SFE Assets / Liabilities

1 1 1 1 1 1 1 1 1 1 1 1 300

2 Finacle Core SFE Trade Finance 1 1 1 1 1 1 1 1 1 1 1 1 300

3 Finacle Core SFE General Operations, GL & Office accounts, and Payment Systems

1 1 1 1 1 1 1 1 1 1 1 1 300

4 Finacle Core SFE New Licensed Modules

1 1 1 1 1 1 1 1 1 1 1 1 300

5 Finacle Core SSE All Modules including EOD/BOD , BJS , SIE

2 2 2 2 2 2 2 2 2 2 2 2 600

6 Finacle Core SSE Customization 2 2 2 2 1 1 1 1 1 1 1 1 400

7 Finacle CRM SFE All Modules 1 1 1 1 1 1 1 1 1 1 1 1 300

8 Finacle CRM SSE Customization 1 1 1 1 1 1 1 1 1 1 1 1 300

9 Infrastructure STE Infrastructure (OS/DB configuration, all Finacle services set-up / administration, WAS setup / administration etc.)

1 1 1 1 1 1 1 1 1 1 1 1 300

STE Senior Technical Expert

SFE Senior Functional Expert

SSE Senior Support Engineer


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Note: a) Detailed requirement is mentioned as per Section – 5, Scope of Work (Clause 2.5 - Application Maintenance, Support Services (AMS)). b) A tentative resource requirement is mentioned below but the vendor should prepare their own resource requirement plan and get Bank’s sign off prior to commencement of the same. c)The Bank has a right to interview and reject resources deployed by the Bidder.


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Annexure - 7: Modules to be covered for CBT

S.

No.

Module Menu options Identified Finacle process

1. Customer

information file

(CIF)

CIF QDE

CIF verification

CIF opening,

CIF verification

CIF amendment

CIF verification

2. Savings and

current accounts

HOAACSB HOAACVSB HOAACCA HOAACVCA HICHB HCAAC

Savings account opening

current account opening

verification,

cheque book issue process,

account closure

closure verification process

3. Cash credit and

overdraft

accounts

HOAACCC HOAACVC HOAACOD HOAACVOD HLNM HCMM HACLHM HCLM HSCLM

CC and OD accounts opening (with a coverage of fields’ specific to CC and OD accounts)

Verification

Limits and collaterals addition

Linking Limit nodes and collaterals to a CC account

Maintaining the drawing power through the maintenance of collateral attached

4. Account

maintenance

SVS HSPP HACM HACINT HPSP

Signature upload

Signature retrieval

Stop Payment processing

Revoking stop payment

Account maintenance 1 scenario

Account interest run

Account statement

5. Inventory

management

HIMC HISIA

Inventory movement

Inventory split

Inventory Merge

6. Transactions HCASHDEP HCASHWD HXFER HTM HACTODM

Cash Transactions

Transfer Transactions

Signature Retrieval

Instant TOD

Ad-hoc TOD

HTM with sub options

7. Clearing HMCLZOH HOCTM HPCLSO HMICZ HICTM

Inward clearing process

Outward clearing process

Clearing returns management


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HTROFSET HMARKPEN HREVPEND

8. Standing

instructions

HSIM HSSIM

Simple standing instruction – 1 Scenario

Complex Standing instruction – 1 Scenario

9. Demand drafts HDDMI HDDMP HDDPRNT HDDRPRNT HDDC HDDSM HDDREVERT

DD issue,

payment,

print and re-print,

cancellation,

DD cautioning

revoking a stopped DD

10. Term deposits

and TDS

HOAACTD HOAACVTD HCASHDEP HDRP HDUDRP HACINT HCAAC HCAAC HTDREN HTDEXT HTDSCALC HTDSIP

TD Account Opening,

Verification

TD Account Funding

TD Deposit Receipt Print

TD Deposit Duplicate

Receipt Print

TD Interest Run

TD Pre-closure

TD Closure

TD Renewal

TDS Calculation

TDS Inquiry

Withholding Tax and Refund Tax

11. Loans HOAACLA HOAACVLA HLAFACR HLAWFEE HLADISB HLADGEN HLAWINT HLASPAY HLAUPAY HPAYOFF HLARA

Loan Account opening

verification Loan Charges Assessment, recovery and Waiver

Loan Disbursement

Demand Generation

Interest Waiver

Payment (Scheduled / Unscheduled)

Loan Closure

Loan Rephasement

12. Security Register

Maintenance

Collateral Addition

Linking and Delinking of Loan accounts

And updates

13. Bills

HIRM

Bills Concepts

Bills Lodgment

Bills Realization

Bills Dishonor

Bills Purchase


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14 Inquiries HACLI HACCBAL HFTR HCUMI

Ledger inquiry

Account balance inquiry

financial transaction inquiry

Customer master inquiry

15 Commercial

Loans

Account opening , maintenance ,

transactions including draw down , rate

maintenance, scheduled and unscheduled

payments, demand satisfaction,

crystallization , debt consolidation, Maturity

processing, reversal of maturity processing,

payoff , inquiries, reports and delinquency

and management.

16 Loan Syndication Entire functionality

17 Buyer’s Credit Entire functionality


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Annexure - 8: Interfaces Requirements

A tentative list of major interfaces, which required to be integrated with the upgraded / migrated

version of Finacle 10.x, is provided below:

S. No. Interface system Description

1 Electra Debit Card management System for Card and PIN generation and Loyalty

2 LAPS Processing of Structured loans and online account opening in Core banking Software: Finacle

3 OFSA OFSA application is used by the business user for generation of reports related to FTP and ALM

4 Cheque Truncation System (CTS) Web-based Application used for capturing and processing of scanned Cheque images and handling presentation to RBI/NPCI under Cheque Truncating System

5 Financial Inclusion Gateway & Financial Inclusion System

Financial Inclusion Gateway: Switch for processing Financial Inclusion transactions of various vendors Financial Inclusion System: Application for processing Financial Inclusion transactions from field

6 Kiosk Banking Application Application for processing Financial Inclusion transactions from field

7 GBM Taking care of Government Business Transaction

8 Treasury Interface like Kondor+, Reuters EIKON & Dealing System, EnSettle, QNG

Treasury Derivatives Portfolio System

9 Payment Systems like SWIFT/SFMS/NEFT/RTGS/ Mobile/Internet/Card/IMPS/IVR etc.

Various Channels implemented in the Bank.

10 Oracle HRMS Oracle HRMS e-Business suite is used by HR dept of IDBI Bank Ltd. HRD manages employees HR related work thru HRMS system.

11 Oracle Financials Oracle Financials is used by APU section of the Bank. APU maintains all payment DR /CR transaction thru Oracle Financial.

12 Capital Market

DP secure backend application is used for managing DP accounts operations for NSDL/CDSL.

13 Cash Management systems like TCI Payment, TCI Collection

Bank Interface to process Outward of NEFT-RTGS payments for Corporation Customers

14 DMS Data Management system - For Scan Based Account Opening (SBAO) process for SBA, CAA and TDA type of accounts.


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Note: a) During DRG, the successful bidder has to identify, migrate and integrate all the interfaces with

the upgraded / migrated version of Finacle 10.x.

b) Details of interface requirements are specified in Section 5, Scope of Work, Clause2.2.4 (Existing Interfaces of Finacle Core (India / Dubai/CFS / IBU Operations).

15 RAM (RATING ASSESSMENT MODULE) CRAR calculation, corporate client rating and operational risk event analysis and capturing

16 CAM (CAPITAL ASSESSMENT MODULE)CRAR calculation, corporate client rating and operational risk event analysis and capturing

17 CORE (CRISIL OPERATIONAL RISK EVALUATOR)CRAR calculation, corporate client rating and operational risk event analysis and capturing

18 ADF / MIS Reporting Systems


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Annexure 9 - Functionalities available in CFS (Custom Finacle 7.x)

Module / Facility Features available in CFS

Crystallization Overdue liabilities in a loan account can be transferred to

another account in a different currency to avoid foreign

exchange fluctuation risk.

Debt consolidation Liabilities from different accounts can be pooled into a

single account for better monitoring purpose

Customer level asset

classification& percolation

The worst asset classification can be percolated to all

accounts of a customer

Customer level payment &

appropriation

The repayments can be received for a customer and the

proceeds can be appropriated among loans of that

customer either manually or by system

Customer level rescheduling and

restructuring

Identification of accounts of a customer on which

restructuring package is to be applied and restructuring of

accounts with table backups

Asset classification &

provisioning

Asset classification and provisioning can be handled

through scripts, based on the logic/provisions applicable for

the bank

Weighted Average Rate (WAR) WAR is computed on each drawdown as well as on demand

generation

General Charges Fee can be collected from a customer without any

reference to a loan account

Auto-verify Some of the menu options like CLCPAY have function for

auto-verification. This function is not available across the

menus.

Currency calendar validations Holidays are maintained currency wise and hence next

demand dates are updated as per currency of the account.

LOS

Company Group Code Master

Maintenance

Master’s for Group Company

Company Registration Adding new company just like cumm

Caution Check


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Application Registration Registering the application in system

DE duplication Check Checking for duplication record in the system

Status Updation Updating the status of the application (FLASH APPRAISAL,

DETAILED APPRAISAL, Letter of Intent.)

Sanction Registration Setting up sanction in the system

Company Information Maintaining the company information (General

Information, management Info, Other Borrowing details,

Financials details, Reports, Insurance details, Non disposal

of shares)

Company Information

Shareholding Details

Capturing the shareholding Details

Progress Reports Under

Implementation

Group Financials Of Non Assisted

Companies

Note:

1. The above mentioned functionalities are indicative only and not exhaustive.

2. Bidder should do requirement gathering by doing proper system study and gap analysis while

commencing the project as per the RFP terms.

~~~~~~~ End of RFP Document ~~~~~~~