Core Si Rfp Volume III

8/11/2019 Core Si Rfp Volume III

1/87

`

Request For Proposal (RFP) for Core System

Integrator (CSI) for IT Modernisation Project

Volume III: Contractual & Legal Specifications

DEPARTMENT OF POSTS

MINISTRY OF COMMUNICATIONS & IT

GOVERNMENT OF INDIA

21stApril 2011


2/87

RFP for Core System IntegratorVolume III

Reference No: 12-7/2010-PMU dated 21/4/2011 2of 87

Table of Contents

1 Introduction 3

1.1 RFP Structure 3

2 Key Definitions 4

3 Roles and responsibilities 5

3.1 Responsibility of Department of Posts, GoI 5

3.2 Responsibility of Department of PostsPMU 5

3.3 Responsibility of the Core SIImplementation Phase 5

4 Programme Governance Structure 6

4.1 Programme Governance Approach 6

4.2 At the Programme Level 6

4.3 At the Project Level 6

4.4 CSIs Project Management Structure Requirement 6

5 Draft Master Services Agreement 85.1 Master Services Agreement (MSA) 8

5.2 Model Service Level Agreement 67

6 Change Control Schedule 74

6.1 Purpose 74

6.2 Change Control Note (CCN) 74

6.3 Quotation 74

6.4 Authority of the Department of Posts 75

6.5 Costs 75

6.6 Reporting 75

6.7 Obligations 75

7 Exit Management Schedule 76

7.1 Purpose 76

7.2 Transfer of Miscellaneous Assets 76

7.3 Cooperation and Provision of Information 76

7.4 Confidential Information, Security and Data 77

7.5 Transfer of Certain Agreements 77

7.6 Rights of Access to Premises 78

7.7 General Obligations of the SI 78

7.8 Exit Management Plan 788 Governance Schedule 80

9 Invoicing and Settlement schedule 81

10 Terms of Payment Schedule 82

11 Business Continuity and Disaster Recovery Plan 84

12 Change Control Notice 86

13 Annexure 87

13.1 List of Abbreviations 87


3/87



1. Introduction

Section 1.1

RFP Structure

This RFP is meant to invite proposals from interested companies capable of delivering the services

described herein. The content of this RFP has been documented as a set of three volumes explainedbelow:

i. Volume I: Functional, Technical and Operational Requirements

Volume I of this RFP contains details regarding solution and other requirements that the DoP

deems necessary to share with the potential bidders. The information set out in this Volume

includes Project Overview, Overall Project Scope, Data Migration, Operational Requirements,

Security Requirements, Training needs and representative solution blueprint. In addition, this

Volume also includes Functional and Technical Requirement Specifications covering multiple

aspects of the requirements.

ii.

Volume II: Instructions to Bidders

Volume II of this RFP details out all that may be needed by the potential bidders to understand

the bidding process. This includes the technical and financial forms required to respond to this

RFP as well as to understand the technical evaluation methodology as part of this bidding

process.

iii. Volume III: Contractual and Legal Specifications

Volume III of this RFP explains the contractual terms that the DoP wishes to specify at this stage

and includes a draft of (a) master services agreement; and (b) service level agreement to be

executed between the Department of Posts and the Core SI.

This Volume is Volume III.


4/87



2. Key Definitions

I.

Employer means the agency with which the selected bidder signs the Contract for the

Services. In this project, the Employer is the Department of Posts, Ministry of Communications

and IT, Government of India.

II.

Core System Integrator or Core SI or CSI means any entity or person that provides the

Services to the Employer under the Contract.

III.

Contract means the contract to be executed between Department of Posts and the Core

System Integrator and all the attached documents listed in this Volume III of the RFP.

IV.

Government means the government of the Employers country. In this project Government

means Government of India.

V.

Instructions to Bidders means the document which provides the potential bidders with all

information needed to prepare their Proposals.

VI.

Personnel means professionals and support staff provided by the Core System Integrator or

any Sub-contractor and assigned to perform the Services or any part thereof; Foreign

Personnel means such professionals and support staff who at the time of being so provided had

their domicile outside the Governments country; Local Personnel means such professionals

and support staff who at the time of being so provided had their domicile inside the

Governments country.

VII.Proposal means the technical proposal and the financial proposal submitted by the potential

bidders in response to the RFP.

VIII.

RFP means the Request for Proposal prepared by the Employer for the selection of the Core

System Integrator.

IX.

Assignment/ Job means the work to be performed by the Core System Integrator pursuant to

the Contract.

X.

Services means the work to be provided by the CSI to Department of Posts in accordance with

the provisions of the Contract as set out in the Scope of Work and other clauses so as to meet

the requirements set out in Volumes I and II of the RFP, as varied from time to time.

XI. Sub-contractor means any person or entity to whom the CSI subcontracts any part of the

Services and includes a sub-contractor of such appointed Sub-contractor.

XII.Terms of Reference (TOR) means the document included in the RFP as Section 5 which

explains the objectives, scope of work, activities, tasks to be performed, respective

responsibilities of the Employer and the CSI and expected results and Deliverables of theAssignment.


5/87



3. Roles and responsibilities

The roles and responsibilities of the various parties are described below:

Section 3.1

Responsibility of Department of Posts, Government of India

I. Provide strategic leadership to the Core System Integration Project, through setting up an

appropriately empowered Governance Structure

II.

Coordinate within Department of Posts and with other Government Departments and Agencies

III.

Facilitate convening of the meetings with Stakeholders, organise site visits including pilot

locations for study, provide requisite documents and guidance as needed and conduct

workshops, if required.

IV.

Support clarification on policy level issues, if any, and will be the final approving authority on the

Deliverables as set out n Volume I of the RFP.

V.

Provide comments on the Deliverables submitted by the CSI within the agreed timeframe.

Section 3.2

Responsibility of Department of PostsPMU

I.

Provide the CSI access to all internal Business Process Re-engineering efforts that has already

been undertaken in Department of Posts

II.

Provide overall guidance on the engagement of CSI with Department of Posts

III.

Periodically review the progress of the engagement of CSI with Department of Posts

IV. Review all the work products of the CSI, including but not limited to surveys, questionnaires,

intermediate and draft reports, work-in-progress products and convey the progress to the

Project Monitoring Committee.

V.

Coordinate with the CSI and other vendors.VI. Overall responsibility for implementation of the Core System Integration Project.

Section 3.3

Responsibility of the CSIImplementation Phase

The CSI shall report to the PMU set up by Department of Posts

I. Provide Deliverables as indicated in the Volume I of the RFP under 3.2.4: Implementation

Services.

II.

Share with Department of Posts all intermediate documents, drafts, reports, surveys and any

other item related to this assignment. For this purpose, no work products, methodology or any

other methods used by the CSI should be deemed as proprietary and non- shareable withDepartment of Posts by the CSI.

III. Deploy resources on-site on an exclusive (full-time) basis as required in the RFP, in order to

ensure the required coordination with Department of Posts, and to complete the Core System

Integration Project as per timelines indicated below.

IV. Accountable to the PMU for project monitoring of the implementation.

V. Quality Assurance of all the deliverables of the Sub-contractors.

VI.

Ensure timely completion of project and adherence to Project Plan.

VII.Compliance with the SLRs


6/87



4. Programme Governance Structure

Section 4.1

Programme Governance Approach

The Programme Management activity is a theme that will run right across the phases of the project

implementation, from the selection of CSI to the implementation and stabilisation stage. It

comprises administrative and facilitation steps and tasks to be performed to support the

implementation of this project. The objectives of the programme management activity are:

I.

Monitor project plan to ensure that all the activities have commenced and completed as per the

phase-wise plan drawn by CSI.

II. Report the project progress to the Programme Management Committee and/or Empowered

committee.

III. Identify risks and facilitate CSI in developing mitigation strategies and implementing them.

IV. The proposed Programme Governance Structure can be segregated into two levels viz. at

Programme level and at Project level as detailed in the following sections.

V. The details of central and circle level Programme Management Services are given in Volume I of

the RFP.

Section 4.2

At the Programme Level

I.

Empowered Committee, constituted by Department of Posts would be responsible for taking all

decision related to overall vision and policy matters.

II. A Programme Management Unit (PMU), headed by a directorate level Programme Manager (as

assigned by Department of Posts) would be responsible for the overall time bound

implementation of the programme.

III. The PMU Lead would be supported by a Programme Integration Manager and Project Managers.

IV.

A Technical Committee, to be established by Department of Posts, would act as the Technical

Expert Group responsible for providing the technology related expertise required during

projects currency.

Section 4.3

At the Project Level

I.

A Project Team, headed by the Department of Posts Officer, would be responsible for facilitating

the project implementation work of CSI at the Department of Posts Office level. It would include

the following three components:

a. Site and Facilities Team responsible for monitoring the site preparation

b. A Functional Team responsible for implementation assistance and ownership of the new

system and MIS requirements at the Department of Posts level

c.

A Technical Team responsible for supervision of application development for the core

modules

Section 4.4

CSIsProject Management Structure Requirement

CSI is required to establish a well defined and properly staffed Project Management (PM) team

structure in place for ensuring a smooth implementation of the project. The focus should be to have


7/87



the right mix of personnel in the PM team with respect to both the area of expertise as well as the

relevant experience in that area.

It may be noted that the PMUs to be established by Department of Posts, as detailed in above

section, should not be construed as a substitute for the responsibility of the CSI to establish a full-

fledged PM team at its own initiative and cost.

As part of manpower deployment scheme that the CSI will have to propose in its technical bid, the

description for the PM team should come out very clearly. PM team design will go a long way in

setting the right communication lines, winning Department of Posts confidence in CSI and

facilitating smooth coordination in regular project functioning as well as in resolving issues.

CSI will have to describe the PM team design and structure keeping the following aspects in view:

a.

Implementation phase requirements

b.

Operations and maintenance phase requirementsc. Coordination matrix requirements


8/87


9/87



developed by other system integrators appointed by Department of Posts, supply and

installation of necessary central hardware, data migration services, design and

implementation services, deployment, training and maintenance of such overall integrated

solution for the Department of Posts with the ultimate objective of providing various

services to the population in an efficient, convenient and transparent manner (Core System

Integration Project);

II.

Department of Posts had issued an Expression of Interest dated [+ (EOI) and aRequest

for Proposal dated [+ (RFP) for selection of a system integrator for the implementation of

the Core System Integration Project;

III. The CSI had submitted its credentials in response to the EOI and submitted its proposal in

response to the RFP (Proposal) and through subsequent selection, clarifications and

negotiation process; the CSI has been selected as the successful bidder to undertake the

Core System Integration Project as per the scope of work detailed in Volume I of the RFP(Scope of Work) for theDepartment of Posts. The Core System Integration Project forms a

part of a larger project for integration of postal and other services rendered by the

Department of Posts (India Post 2012 Project);

IV.

Department of Posts intends to accord to the CSI the right to undertake and implement the

Core System Integration Project as per the Scope of Work on the terms and conditions set

forth in this Agreement.

V.

The CSI in pursuance of its Proposal undertakes to implement the Core System Integration

Project and to transfer the knowledge to the Department of Posts to operate, maintain and

further develop the Core System Integration Project itself or have this done in whole or in

part by a third party in the manner and on the terms and conditions contained in this

Agreement and the RFP.

VI.

The Parties intend to enter into this Agreement to govern the manner in which the CSI will

design, develop, implement and manage the solution and facilities and deliver the Services

(as hereinafter defined) specified under this Agreement and the Service Level Agreement

(SLA) to be executed pursuant to this Agreement in accordance with roles and

responsibilities of Department of Posts and its nominated agencies and the CSI as set forth in

this Agreement.

NOW THEREFORE, in consideration of the mutual promises and covenants and conditions herein

contained and other good and valuable consideration (the receipt and adequacy of which are

hereby mutually acknowledged), the Parties with the intent to be legally bound hereby agree as

follows:

1. DEFINITIONS AND INTERPRETATION

1.1

Definitions.In this Agreement, in addition to the words defined above and elsewhere in this Agreement,


10/87



unless the context otherwise requires, the following words and expressions shall have the

following meanings:

1.1.1

Acceptance Certificate the certificate to be signed by the Department of Posts as

indicated in Volume I of the RFP;

1.1.2 Acceptance Criteria means the acceptance criteria specified in Volume I of the RFP;

1.1.3 Acceptance Date the date on which the Acceptance Certificate is issued by the

Department of Posts as defined in Volume I of the RFP with respect to the Core

Applications and Core Hardware developed and/or supplied by the CSI as part of the Scope

of Work set out in Volume I of the RFP;

1.1.4

Actmeans the (Indian) Companies Act, 1956;

1.1.5 Affected Services shall have the meaning ascribed to such expression in Clause 7.7.1

hereof;

1.1.6 Affiliate meanswith respect to a Party means any Person, on or at any time after the

Agreement Date, which, directly or indirectly, (a) Controls (as hereinafter defined) such

Party, or (b) is Controlled (as hereinafter defined) by such Party, or (c) is Controlled (as

hereinafter defined) by the same Person who, directly or indirectly, Controls such Party;

1.1.7

Agreement means this Master Services Agreement;

1.1.8 Agreement Date means the date of execution of this Agreement;

1.1.9

Approvals shall have the meaning ascribed to such expression in Clause3.8.1 hereof;

1.1.10 Assets means the Core Hardware and the Core Applications supplied or developed by the

CSI in the implementation of the Core System Integration Project (including the Source

Code), ERP, ESB, mail operations and other systems and software (including the licenses

obtained in favour of the Department of Posts) including the tools, software and data

pertaining to operations of the Call Centre;

1.1.11 BCDR Plan means any plan prepared pursuant to Section 11: Business Continuity and

Disaster Recovery Plan, as may be amended from time to time;

1.1.12 Board shall have the meaning ascribed to such expression in Clause11.3.1 hereof;

1.1.13

Business Days means any day of the week (excluding Sundays and public/gazetted

holidays) and on which commercial banks are open for business in New Delhi, India;

1.1.14

Call Centre shall have the meaning ascribed to such expression in Clause11.3.1 hereof;


11/87



1.1.15

CapEx shall have the meaning ascribed to such term in Clause7.4.2 hereof;

1.1.16 Core Applications means the applications developed and/or supplied by the CSI as a part

of its Scope of Work as set out in Volume I of the RFP including mail operations, finance &

accounts, human resource, logistics post etc.;

1.1.17 Change Control Schedule means the change control schedule specified in Section 6:

Change Control Schedule in Volume III of the RFP;

1.1.18 Change of Control means a change in Control of the CSI or a material Sub-contractor ;

1.1.19 Circle means the Postal Circle of Department of Posts;

1.1.20

Conditions Precedent shall have the meaning ascribed to such expression in Clause 2.2

hereof;

1.1.21

Confidential Information shall have the meaning ascribed to such expression in Clause

10.1.1 hereof;

1.1.22

Control with respect to any Person, means the possession, directly or indirectly, of the

power to direct or cause the direction of the management and policies of such Person

whether through the legal or beneficial ownership of more than 50% (fifty per cent) of the

voting securities of that Person, by agreement or otherwise or the power to elect or remove

majority of the directors, partners or other individuals exercising similar authority with

respect to such Person and Controls, Controlling and Controlled shall be interpreted

accordingly;

1.1.23 Core Hardware means all the computers, servers, storage and back up devices, tape

library systems and other equipment to be supplied by the CSI as a part of its Scope of

Work set out in Volume I of the RFP;

1.1.24 Cure Period shall have the meaning ascribed to such expression in Clause 6.1 hereof;

1.1.25 Deliverables means the deliverables specified in Volume I of the RFP;

1.1.26

Discloser shall have the meaning ascribed to such expression in Clause10.1.2 hereof;

1.1.27 Dispute shall have the meaning ascribed to such expression in Clause11.2 hereof;

1.1.28 Effective Date shall have the meaning ascribed to such expression in Clause3.3 hereof;

1.1.29 Encumbrance means any mortgage, pledge, equitable interest, assignment by way of

security, conditional sales contract, hypothecation, right of other Persons, claim, Security

Interest, encumbrance, title defect, title retention agreement, voting trust agreement,interest, option, lien, charge (whether fixed or floating), commitment, restriction or


12/87



limitation of any nature whatsoever, including restriction on use, voting rights, transfer,

receipt of income or exercise of any other attribute of ownership, right of set-off, any

arrangement (for the purpose of, or which has the effect of, granting security), or any other

security interest of any kind whatsoever, or any agreement, whether conditional or

otherwise, to create any of the same or any other adverse claim of any kind whatsoever, and

Encumber shall be interpreted accordingly;

1.1.30

Exit Management means the obligations and rights of the respective parties pertaining to

managing a smooth transition from the provision of the Services by the CSI to the provision

of Replacement Services by the Department of Posts or any Replacement SI, all as set out in

Section 7: Exit Management Schedule in Volume III of the RFP;

1.1.31

Exit Management Period means the period of notice issued by the Department of Posts

in the case of termination of this Agreement;

1.1.32 Exit Management Schedule meansthe exit management schedule specified in Section

7: Exit Management Schedule in Volume III of the RFP;

1.1.33 Expert shall have the meaning ascribed to such expression in Clause11.4.1 hereof;

1.1.34 Financial Services Application means the application supplied and/or developed by the

Financial System Integrator for the implementation of the Financial System Integration

Project;

1.1.35

Force Majeure shall have the meaning ascribed to such expression in Clause7.6.1 hereof;

1.1.36 ForeignPersonnel means such professionals and support staff who at the time of being

so provided had their domicile outside the territory of India;

1.1.37 Governance Schedule means the governance schedule as set out in Section 8:

Governance Schedule in Volume III of the RFP;

1.1.38 Governmental Approval means any authorisation, approval, consent, order, licence or

permit required from any Governmental Authority and any registration, declaration and

filings required to be made with any Governmental Authority;

1.1.39

Governmental Authority means any government authority, statutory authority,

government department, ministry, secretariat, agency, commission, board, tribunal or court

or other law, rule or regulation making body/entity having or purporting to have jurisdiction

on behalf of the Republic of India, or any state or other subdivision thereof or any

municipality, district or other subdivision thereof;

1.1.40 Indemnified Party shall have the meaning ascribed to such expression in Clause 7.3.1

hereof;


13/87



1.1.41

Indemnifying Party shall have the meaning ascribed to such expression in Clause 7.3.1

hereof;

1.1.42

India Post 2012 Project shall have the meaning ascribed to such expression in Recital III

of this Agreement;

1.1.43 Intellectual Property means any patents, trademarks, service marks, trade names,

registered designs, copyrights, rights of privacy and publicity and other forms of intellectual

or industrial property, know how, inventions, formulae, confidential or secret processes,

trade secrets, any other protected rights or assets and any licences or other rights to use or

to grant the use of any of the foregoing or to be the registered proprietor or user of any of

the foregoing and permissions in connection therewith, and all applications and all rights to

apply for registration including all rights to apply for such protection under any

international treaty in connection with the foregoing; and all rights to have any of the

foregoing registered or granted upon application; in each and any part of the world andwhether or not registered or registrable and for the full period thereof, and all extensions

and renewals thereof, and IPR Intellectual Property Rights shall be construed

accordingly;

1.1.44

IPR Claim any claim of infringement or alleged infringement (including the defence of

such infringement or alleged infringement) of any IPR used to deliver or provide the

Services or as otherwise provided by the CSI (or to which the CSI has provided access) to

the Department of Posts in the fulfilment of its obligations under this Agreement;

1.1.45

Invoicing and Settlement Schedule means the invoicing and settlement schedule

specified in Section 9: Invoicing and Settlement schedule in Volume III of the RFP;

1.1.46 IT means information technology;

1.1.47

Key Personnel shall have the meaning ascribed to such expression in Clause 10.2.4

hereof;

1.1.48

Law means all applicable laws, bye-laws, statutes, rules, regulations, orders, ordinances,

notifications, protocols, treaties, codes, guidelines, policies, notices, directions,

judgements, decrees or other requirements or official directive of any Governmental

Authority or Person acting under the authority of any Governmental Authority and / or of

any statutory, and specifically including, whether in effect on the Agreement Date or

thereafter;

1.1.49 Liquidated Damages shall have the meaning ascribed to such expression in Clause6.8.1

hereof;

1.1.50

Local Personnel means such professionals and support staff who at the time of being so

provided had their domicile inside the territory of India;


14/87



1.1.51

MiscellaneousAssets shall have the meaning ascribed to such expression in Clause 3.8

hereof;

1.1.52

Notice shall have the meaning ascribed to such expression in Clause10.6.1 hereof;

1.1.53

OpEx shall have the meaning ascribed to such expression in Clause7.4.2 hereof;

1.1.54

Other Applications shall mean Financial Services Application, Rural ICT Application and

other similar applications developed/supplied by the Other SIs as a part of India Post 2012

Project;

1.1.55 Other SI shall have the meaning ascribed to such expression in Clause 2.1.4;

1.1.56

Partial Termination shall mean the partial termination of this Agreement to the extent

that it relates to the provision of any part of the Service as further provided for in clause6.5;

1.1.57 Performance Bank Guarantee means the performance bank guarantee provided in terms

of Volume II of the RFP;

1.1.58

Person means any individual, sole proprietorship, unincorporated association, body

corporate, corporation, company, partnership, limited liability company, joint venture,

Governmental Authority or trust or any other entity or organisation;

1.1.59

Personnel means professionals and support staff provided by the CSI and by any Sub-

contractor and assigned to perform the Services or any part thereof;

1.1.60 Pilots means the Pilot phase of the Rollout of the Core System Integration Solution

inaccordance with Volume I of the RFP;

1.1.61 Proposal shall have the meaning ascribed to such term in Recital III of this Agreement;

means the Pilot phase of the Rollout of the Core System Integration Solution;

1.1.62 Primary Arbitration Proceedings shall have the meaning ascribed to such expression in

Clause11.5.4 hereof;

1.1.63 Project Implementation shall have the meaning ascribed to such expression in Clause

2.1.6 hereof;

1.1.64 Project Implementation Phase shall mean the phase during which the Core System

Integration Project is being implemented, that is from the start of roll out in each Circle

until the same is duly accepted by the Department of Posts in accordance with the

timelines specified in the implementation plan and Acceptance Criteria set out in Volume I

of the RFP;


15/87



1.1.65

Project Location shall mean the Department of Posts locations where the Services are

required to performed by the CSI;

1.1.66

Proprietary Information shall have the meaning ascribed to such expression in Clause 8.8

hereof;

1.1.67 Providing Party shall have the meaning ascribed to such expression in Clause 4.5.1

hereof;

1.1.68 Receiving Party shall have the meaning ascribed to such expression in Clause 4.5.1

hereof;

1.1.69

Recipient shall have the meaning ascribed to such term in Clause10.1.2 hereof;

1.1.70

Regulatory Body those government departments and regulatory, statutory and otherentities, committees and bodies which, whether under statute, rules, regulations, codes of

practice or otherwise, are entitled to regulate, investigate, or influence the matters dealt

with in this Agreement or any other affairs of the Department of Posts including

Comptroller and Auditor General of India and Regulatory Body shall be construed

accordingly;

1.1.71 Replacement Services any services which are substantially similar to any of the Services

and which the Department of Posts receives in substitution for any of the Services following

the expiry or termination or partial termination of this Agreement, whether those services

are provided by the Department of Posts internally and/or by any third party;

1.1.72

Replacement SI means the entity appointed in terms of the Exit Management Schedule

to provide the Replacement Services;

1.1.73

Residuals shall have the meaning ascribed to such expression in Clause10.1.8 hereof;

1.1.74 RFP shall have the meaning ascribed to such expression in Recital II of this Agreement;

1.1.75 Rural ICT Application meansthe application supplied and/or developed by the Rural ICT

System Integrator for the implementation of the Rural ICT System Integration Project;

1.1.76

Scope of Work shall have the meaning ascribed to such expression in Recital III of this

Agreement;

1.1.77

SecurityInterest means any mortgage, pledge, lien, charge, assignment, hypothecation or

security interest or any other agreement or arrangement having the effect of conferring

security;

1.1.78

Services means services to be provided by the CSI to the Department of Posts as a part ofthe Scope of Work in accordance with the provisions of this Agreement and the RFP so as


16/87



to meet the requirements set out in RFP, as varied from time to time, including

development, supply and integration of the Core Applications with the Other Applications;

supply and setup of the Core Hardware; data migration from the existing systems to Core

Hardware, implementation services, systems training material creation and training

execution; overall integration and SLR management; provision of Call Centre facility and

Service Desk as per the terms of this Agreement;

1.1.79

Service Desk shall have the meaning ascribed to such expression in Clause 7.2.1.11

hereof;

1.1.80

SLA shall have the meaning ascribed to such expression in Recital VI of this Agreement;

1.1.81

SLR means the service level requirements and other performance criteria as set out in

Section 8: Service Level Requirementsin Volume I of the RFP, applicable to the provision

of Services, during the Term;

1.1.82

Source Code shall mean computer programs and/or data in eye-readable form and in

such form that it can be compiled or interpreted into equivalent binary code together with

all technical information and documentation necessary for the use, reproduction,

modification and enhancement of such software;

1.1.83 Sub-contractor Obligations shall have the meaning ascribed to such expression in Clause

10.3.5 hereof;

1.1.84

Subsequent Dispute shall have the meaning ascribed to such expression in Clause11.5.4

hereof;

1.1.85 Stakeholders shall mean the various divisions within Department of Posts such as Rural

Business Division, Technology Division, Financial Services Division, PLI Division and Mail

Division authorised by the Department of Posts to use the systems and/or the Services

provided by the CSI in the implementation of the Core System Integration Project;

1.1.86

Term shall have the meaning ascribed to such expression in ClauseSection 3.2 hereof;

1.1.87 Terms of Payment Schedule means the terms of payment schedule finalised in Section

10: Terms of Payment Schedule in Volume III of the RFP;

1.1.88 Third Party System means such systems/ software/solutions that are not developed or

owned by the CSI, and are used for development of solutions/software/systems being

offered as part of the Scope of Work and is required to operate the systems / software /

solutions;

1.1.89

Third Party means a Person which is not a Party to this Agreement; and

1.1.90

Trainers of Department of Posts mean the trainers appointed by Department of Posts to


17/87



train the end users as described in Volume I of the RFP.

1.2 Interpretation.

In this Agreement,

1.2.1 any reference to any statute or statutory provision shall include:

(a) all subordinate legislation made from time to time under that provision (whether or

not amended, modified, re-enacted or consolidated);

(b) such provision as from time to time amended, modified, re-enacted or consolidated

(whether before or after the date of this Agreement) to the extent such

amendment, modification, re-enactment or consolidation applies or is capable of

applying to any transactions entered into under this Agreement and (to the extentliability thereunder may exist or can arise) shall include any past statutory provision

(as from time to time amended, modified, re-enacted or consolidated) which the

provision referred to has directly or indirectly replaced;

1.2.2

any reference to the singular shall include the plural and vice-versa;

1.2.3 any references to the masculine, the feminine and the neuter shall include each other;

1.2.4

any references to a company shall include a body corporate;

1.2.5

any reference to a document in the agreed form is to the form of the relevant document

agreed between the Parties and for the purpose of identification initialled by each of them

or on their behalf (in each case with such amendments as may be agreed by or on behalf of

the Parties);

1.2.6 the recitals and schedules form part of this Agreement and shall have the same force and

effect as if expressly set out in the body of this Agreement, and any reference to this

Agreement shall include any recitals and schedules to it. Any references to Clauses and

schedules are to Clauses of and schedules to this Agreement. Any references to parts or

paragraphs are, unless otherwise stated, references to parts or paragraphs of the schedule

in which the reference appears;

1.2.7 references to this Agreement or any other document shall be construed as references to this

Agreement or that other document as amended, varied, novated, supplemented or replaced

from time to time;

1.2.8

the expression this Clause shall, unless followed by reference to a specific provision, be

deemed to refer to the whole Clause (not merely the sub clause, paragraph or other

provision) in which the expression occurs;


18/87



1.2.9

each of the warranties provided in this Agreement are independent of each other and,

unless the contrary is expressly stated, no warranty in this Agreement limits the extent or

application of another warranty;

1.2.10

any reference to books, files, records or other information or any of them means books,

files, records or other information or any of them in any form or in whatever medium held,

including paper, electronically stored data, magnetic media, film and microfilm;

1.2.11 headings to Clauses, schedules and parts and paragraphs of schedules are for convenience

only and do not affect the interpretation of this Agreement;

1.2.12 in writing includes any communication made by letter or fax;

1.2.13

unless otherwise specified, any reference to a time of day is to Indian time;

1.2.14 the words include, including and in particular shall be construed as being by way of

illustration or emphasis only and shall not be construed as, nor shall they take effect as,

limiting the generality of any preceding words;

1.2.15

where a wider construction is possible, the words other and otherwise shall not be

construed ejusdem generiswith any foregoing words;

1.2.16

Indian Rupee value to be determined as of a particular Business Day in respect of any

matter, where the underlying value is in a currency other than Indian Rupee, shall be

determined at the Reserve Bank of India reference rate for conversion of that particular

currency to Indian Rupees as of the immediately preceding Business Day;

1.2.17 In determination of any period of days for the occurrence of an event or the performance of

any act or thing shall be deemed to be exclusive of the day on which the event happens or

the act or thing is done and if the last day of the period is not a Business Day, then the

period shall include the next following Business Day;

1.2.18

The expression month is a reference to a period starting on one day in a calendar month

and ending on the numerically corresponding day in the next calendar month save that,

where any such period would otherwise end on a day which is not a Business Day, it shall

end on the next Business Day provided that if a period starts on the last Business Day in a

calendar month or if there is no numerically corresponding day in that month in which that

period ends, that period shall end on the last Business Day in that latter month (and

references to months shall be construed accordingly);

1.2.19 this Agreement is the product of negotiation between the Parties and has been reviewed by

the Parties and their respective counsels and there shall be no presumption under any rule

of statutory interpretation that any ambiguity is to be construed in favour of or against any

Party solely as a result of such Partys actual or alleged role in the drafting of the agreement;


19/87



1.2.20

If there is a conflict between this Agreement and any SLA, then such conflict will be resolved

by giving precedence to the documents in the following order of precedence:

(i) first, this Agreement; and

(ii)

then the SLA.

1.2.21

Unless otherwise expressly stated, if there is a conflict between the terms and conditions of

this Agreement and any other document forming a part of the RFP, then such conflict will be

resolved by giving precedence to such different parts of this Agreement in the following

order of precedence:

(i) first, the terms and conditions of this Agreement and then the other provisions of

Volume III of the RFP;

(ii) second, Volume I and Volume II of the RFP; and

(iii)

third, the Proposal of the CSI.

(iv)

fourth, the Schedules, Appendices and Annexes; and

(v)

fifth, any other documents incorporated by reference

1.2.22

Volume I and Volume II of the RFP are incorporated in this Agreement by reference and shall

be deemed to be a part of this Agreement.

1.2.23

Capitalised terms and expressions used in this Agreement and not defined herein shall have

the meaning ascribed to such terms and expressions in the RFP.

2.

STRUCTURE AND CONDITIONS

2.1

Structure

2.1.1

This Agreement establishes the contractual framework for the supply of Services by the CSI

to the Department of Posts from time to time during the Term in accordance with the

procedures set out in this Agreement, the SLA and the RFP.

2.1.2 This Agreement shall operate as a legally binding services agreement specifying the master

terms which apply to the Parties under this Agreement and to the provision of the Services

as per the SLRs by the CSI to the Department of Posts for the benefit of the Stakeholders

under this Agreement and the duly executed SLA.

2.1.3

The SLA in respect of the operations, maintenance and attaining the desired SLRs, as per the

draft in Section 5.2: Model Service Level Agreement of Volume III of the RFP, shall be

entered into concurrently with this Agreement between the CSI and the Department of

Posts. In respect of any future SLAs entered into between the Parties, each of the Parties

shall observe and perform the obligations set out herein.

2.1.4

The CSI acknowledges that the Core System Integration Project is a part of the India Post

2012 Project and the Department of Posts may engage other system integrators, vendors,

contractors etc. (collectively Other SI) for implementation of various parts of the IndiaPost 2012 Project. The CSI hereby covenants to comply with any direction issued by the


20/87



Department of Posts with regard to co-ordination with any Other SI for proper

implementation of the India Post 2012 Project.

2.1.5

The purpose of this Agreement is to set out the:

(i)

rights and obligations of the Department of Posts and the CSI in relation to the

provision and implementation of the Services for the Core System Integration

Project;

(ii) the manner in which the Services to be provided by the CSI under the SLA and the

performance standards including the SLRs which the CSI must achieve under the

SLA;

(iii)

the terms and conditions which will form the basis of the SLA; and

(iv) global governance framework to administer the operation of this Agreement and

the SLA.

2.1.6 In terms of this Agreement, the CSI shall, within the timelines provided in the RFP and this

Agreement:

(a) Provide Performance Bank Guarantee in terms of Volume II of the RFP;

(b)

Perform its obligations as per the Scope of Work as provided in Volume I of the RFP;

(c)

Transfer of the ownership of the Assets to the Department of Posts within a period

of 15 (fifteen) days from the date of certification of such Assets by the Third Party

appointed by Department of Posts in terms of Volume I of the RFP; and

(d)

Fulfilment of all other obligations of the CSI as specified under the RFP, this

Agreement and the SLA, to the satisfaction of Department of Posts.

(Collectively referred to as the Project Implementation).

2.2 Conditions Precedent

Subject to express terms to the contrary, the rights and obligations under this Agreement

shall be effective (at any point of time during the course of the Agreement) only upon

fulfilment of all the conditions as set out in Clause 2.2.1 below (Conditions Precedent).

However, the Department of Posts, may at any time at its sole discretion waive fully or

partially any of the Conditions Precedent for the CSI.

2.2.1

Conditions Precedent for the CSI

The effectiveness of this Agreement is conditional upon the CSI having fulfilled all of the


21/87



following Conditions Precedent:

(i) Provide Performance Bank Guarantee to the Department of Posts to the

satisfaction of Department of Posts, in terms of Volume II of the RFP ;

(ii)

Provide the Department of Posts certified true copies of its constitutional

documents and board resolutions authorizing the execution, delivery and

performance of this Agreement and the SLA with the Department of Posts to the

satisfaction of Department of Posts.

2.2.2

Non-fulfilment of Conditions Precedent

2.2.2.1

In the event that any of the Conditions Precedent relating to the CSI has not been fulfilled

within 30 (thirty) days of the Agreement Date, and the same has not been waived in writing

by the Department of Posts fully or partially, subject to Clause2.2.2.4 below, this Agreementshall cease to have any effect as of that date.

2.2.2.2 In the event that the Agreement fails to come into effect on account of non-fulfilment of the

any of the Conditions Precedent, the Department of Posts shall (a) have no further

obligation under this Agreement; (b) not be liable in any manner whatsoever to the CSI; and

(c) forfeit the EMD submitted by the CSI along with its Proposal.

2.2.2.3

In the event that possession of any facilities and/or data has been delivered to the CSI by or

through the Department of Posts prior to the fulfilment in full of the Conditions Precedent,

upon the termination of this Agreement such facilities and data shall immediately revert to

the Department of Posts, free and clear from any Encumbrances or claims.

2.2.2.4 Notwithstanding anything contained in Clause2.2.2.1 above, the Department of Posts, may

extend the time for fulfilling the Conditions Precedent and the Term of this Agreement.

However, in the event CSI fails to fulfil the Conditions Precedent within a period of 15

(fifteen) days from the date of aforementioned extension, the Department of Posts shall be

entitled to forfeit the EMD and this Agreement shall cease to have effect thereafter. The CSI

agrees that such termination relates to the termination of the Services and will not include

the Exit Management Schedule which shall be performed notwithstanding any termination.

2.3

Due Diligence

The CSI acknowledges that it:

(a) has made and shall make its own enquiries to satisfy itself as to the accuracy and

adequacy of any information supplied to it by or on behalf of the Department of

Posts for the provision of the Services and fulfilling its obligations under this

Agreement;

(b)

has raised all relevant due diligence questions with the Department of Posts before


22/87



the Agreement Date; and

(c) has entered into this Agreement in reliance on its own due diligence alone.

3. INITIALISATION PHASE

3.1 Scope of Contract

3.1.1 This Agreement shall govern the provision of the Services, listed hereunder and more fully

described in Volume I of the RFP, by the CSI to the Department of Posts and various

Stakeholders. It is anticipated that separate SLAs with schedules and exhibits, as required

under this Agreement and Volume I of the RFP for each engagement, may be executed by

Department of Posts with the CSI.

3.1.2

The CSI shall implement the Core System Integration Project and then maintain the facilitiesand the Services provided during the Term, commencing from the date of installation or

when the acceptance is complete as per the Acceptance Criteria, whichever is later.

3.1.3 The CSI shall strictly adhere to the schedule for implementation of the Core System

Integration Project, as specified in the Volume I of the RFP.

3.2 Period of Contract

The term of the rights conferred under this Agreement shall commence from the Effective

Date (as defined hereinafter) and shall remain valid and existing for a period of 5 (Five) years

from the date of the last successful Go-Live site under the Project Implementation Phase

(Term). Successful Go-live at a location shall be considered when the system will be able

to operate for 5 consecutive business days without any interruption after it has been

accepted as per Section 7 of Volume 1 of the RFP.

3.3 Commencement of this Agreement

This Agreement shall come into effect on fulfilment of the Conditions Precedent specified

in Clause2.2 above and certified as such by the Department of Posts (hereinafter called the

Effective Date) and will terminate automatically with effect from the date when,

following (a) the end of the Term; or (b) the completion of the operations and maintenance

phase as specified in the RFP; or (c) the Exit Management Period ends, unless this

Agreement is terminated earlier by a Party in accordance with Clause 6 hereof, in which

case this Agreement will terminate automatically on the relevant date of termination in

accordance with Clause 6 hereof.

3.4 Hardware Products to be Provided

3.4.1

The CSI shall supply all items of the Core Hardware and all related documentation providedby third party manufacturers of items of the Core Hardware.


23/87



3.4.2 The CSI shall provide all cabling and other equipment needed for the installation of the Core

Hardware including any equipment required to connect and interface the Core Hardware

with other systems of Department of Posts.

3.4.3

The CSI shall deploy adequate technical staff for supporting the Core Hardware installation

and maintenance.

3.4.4 For those items of the Core Hardware manufactured by the CSI, the CSI undertakes to make

spare parts available to the Department of Posts at the CSIs standard list price for at least *5

(five)] years from the Acceptance Date. For those items of the Core Hardware manufactured

by Third Parties, the CSI shall use reasonable endeavours to get a similar undertaking from

such Third Party manufacturers and shall, in any event, provide the Department of Posts

with the contact details for those entities known to the CSI which provide spare parts for the

items manufactured by such Third Party manufacturers.

3.4.5

Before delivering any item of the Core Hardware to the Project Location, the CSI shall carry

out reasonable tests to ensure that such item is in operable condition and is capable of

meeting the requirements of the specifications and standards (as set out in Volume I to the

RFP) once properly installed.

3.4.6 Following installation of each item of the Core Hardware, the CSI shall carry out the

hardware installation tests applicable to that item and shall supply Department of Posts with

copies of the test results.

3.4.7

If any item of the Core Hardware fails to pass the applicable hardware installation tests then

the CSI shall have [5 (five)] days in which to remedy the deficiency, and the relevant test(s)

shall be repeated within a reasonable time.

3.4.8

If any item of the Core Hardware fails, in some material respect, to pass such repeated

hardware installation tests then the Department of Posts may, by written notice to the CSI,

choose at its sole discretion to specify (without prejudice to the Department of Posts other

rights and remedies) a new date for carrying out further tests. If the Core Hardware fails

such further tests and if the CSI is unable to correct material defects within a period of [5

(five)] days from the date of the new test, then the Department of Posts may partially

terminate this Agreement with respect to the Core Hardware.

3.5 Customer Call Centre

3.5.1 The CSI shall, either by itself or a Sub-contractor, set up and operate a round the clock call

centre for Department of Posts to offer a platform to its customers for the products and

services offered by Department of Posts pursuant to the India Post 2012 Project, during the

Term as per the specifications and standards set out n Volume I of the RFP (Call Centre).

3.5.2 The Call Centre shall be required to receive, register and attend calls from customers in


24/87



relation to registration of demand with respect to any of the solutions and services offered

by Department of Posts to the population at large, follow-up queries and complaints.

3.6

Scope and Provision of the Services

3.6.1

The CSI agrees to:

(a)

deliver, install and integrate the Core Applications and the Core Hardware at the

Project Location;

(b)

integrate the Other Applications with Core Applications, in conjunction with the

Other SIs;

(c)

deliver, install and integrate the security components for the Core Applications;

(d) provide the data model (logical and physical) to Department of Posts for building a

common reference data architecture and data services for the Core System

Integration Project solution;

(e)

integrate the overall solution architecture of the Core System Integration Project

and the legacy application (referred to in Volume I of the RFP);

(f)

create training materials and provide training to the Department of Posts personnel

as per the details specified in Volume I of the RFP;

(g)

set up and maintain a Service Desk and a comprehensive grievance handling system

in accordance with the provisions of this Agreement;

(h) set up and operate the Call Centre, for providing a platform for communications and

all telephonic transactions by Department of Posts with its customers in relation to

the services and solutions being offered by Department of Posts;

(i)

comply with the SLRs and promptly enter into the operations, maintenance and

support service level agreement as per the draft in Section 5.2: Model Service Level

Agreement of Volume III of the RFP; and

(j) co-ordinate with Other SIs to the reasonable satisfaction of the Department of Posts

for the successful implementation of various parts of the India Post 2012 Project.

3.6.2 The CSI represents that it is a competent and efficient provider of a variety of information

technology and business process management services and has requisite skill and

experience to perform its obligations under this Agreement. The CSI will keep abreast of the

relevant technical, managerial and operational requirements applicable to the provision of

the Services and best practices in this area and will share their knowledge with theDepartment of Posts, regarding matters which would assist the Department of Posts, in its


25/87



use of the Services, provided that CSI shall not be obligated to share other client information

or Confidential Information of CSI not relevant to this Agreement.

3.6.3

The CSI shall perform the Services (a) in a good professional manner commensurate with

professional industry and technical standards which are generally in effect for international

projects and innovations pursuant thereon similar to those contemplated by this

Agreement, (b) so as to comply with the applicable SLRs, in accordance with the terms set

out in this Agreement and the SLA.

3.6.4

No Party to this Agreement or to the SLA will at any time perform, or omit to perform, any

act which they are aware, at the time of performance, will place the other Party in default

under any insurance policy, mortgage or lease, governing activities at any location provided

by the Department of Posts.

3.7 Commencement and Duration of the SLA/SLR

3.7.1 The operation and maintenance SLRs for each Circle shall commence from the roll out date

of the respective Circle i.e. the SLRs shall commence for each Circle as and when the roll out

is completed, and certified in accordance with the terms of this Agreement for the

respective Circle and shall be applicable for a period coterminous with this Agreement.

3.7.2

The SLA shall commence on the date on which the SLA is fully executed by the Department

of Posts and the CSI and shall, unless terminated earlier in accordance with its terms or

unless otherwise agreed by the Parties, expire on the date on which this Agreement expires

or terminates for any reason.

3.7.3 The SLA shall be finalised with the CSI based on the SLRs as indicated in Volume I of the RFP

as per the draft in Section 5.2: Model Service Level Agreementof Volume III of the RFP.

3.8 Approvals and Required Consents

3.8.1

The CSI shall obtain, maintain and observe all relevant and customary regulatory and

governmental licenses, clearances, applicable approvals, authorisation, consent, order,

licence or permit required from any Governmental Authority and any registration,

declaration and filings required to be made with any Governmental Authority (hereinafter

the Approvals) necessary for the CSI to provide the Services. The costs of such Approvals

shall be borne by the CSI.

3.8.2 The Department of Posts shall use reasonable endeavours to assist CSI to obtain the

Approvals. In the event that any Approval is not obtained, the CSI and the Department of

Posts will co-operate with each other in achieving a reasonable alternative arrangement as

soon as reasonably practicable for the Department of Posts, to continue to process its workwith as minimal interruption to its business operations as is commercially reasonable until


26/87


27/87


28/87



4.4.4 The CSI shall upon reasonable request by the Department of Posts or its nominee(s)

participate in regular meetings when safety and information technology security matters are

reviewed.

4.4.5

The Parties under the SLA(s) shall promptly report in writing to each other any act or

omission which they are aware that could have an adverse effect on the proper conduct of

safety and information technology security at the Project Locations.

4.5 Co-operation

4.5.1 Except as otherwise provided elsewhere in this Agreement or the SLA, each Party

(Providing Party) to this Agreement or to the SLA undertakes promptly to provide the

other Party (Receiving Party) with all such information and co-operation which the

Receiving Party reasonably requests, provided that such information and co-operation:

(a)

is reasonably required by the Receiving Party in order for it to comply with its

obligations under this Agreement or the SLA(s); and

(b)

is not Confidential Information; and

(c) is capable of being provided by the Providing Party.

4.5.2

Each Party agrees to co-operate with the contractors and sub-contractors, appointed subject

to the terms and conditions specified in this Agreement, of the other Party as reasonably

requested in order to accomplish the purposes of this Agreement.

5. FINANCIAL ISSUES

5.1 Terms of Payment

5.1.1 In consideration of the Services and subject to the provisions of this Agreement and of the

SLA, the Department of Posts shall pay the CSI for the Services rendered in pursuance of this

Agreement and the SLA, in accordance with the Section 10: Terms of Payment Schedule of

Volume III of the RFP.

5.1.2 All payments are subject to the application of Liquidated Damages defined and provided for

in this Agreement and the SLA(s).

5.1.3 Except as otherwise provided for herein or as agreed between the Parties in writing, the

Department of Posts shall not be required to make any payments in respect of the Services

other than those covered by the terms of payment as stated in the Section 10: Terms of

Payment Schedule.

5.2

Invoicing and Settlement


29/87



The provisions of the Invoicing and Settlement Schedule set out in Section 9 of Volume III of

the RFP shall apply with respect to invoicing and payments under this Agreement.

5.3 Tax

5.3.1 The Department of Posts shall be responsible for withholding taxes from the amounts due

and payable to the CSI as may be required under applicable Laws. The CSI shall pay for all

other taxes in connection with this Agreement and SLA including, but not limited to,

property, sales, use, excise duty, value-added, goods and services, consumption and other

similar taxes or duties. The CSI agrees to reimburse and hold the Department of Posts

harmless from any deficiency (including penalties and interest) relating to taxes that are its

responsibility under this Clause 5.3. For the purposes of this Agreement, taxes shall include

taxes incurred on transactions between and among the Department of Posts, the CSI and

any third party subcontractors.

5.3.2

The Department of Posts shall provide the CSI with the original tax receipt of any

withholding taxes paid by Department of Posts on payments under this Agreement.

5.3.3

The Parties shall co-operate to enable each Party to accurately determine its own tax liability

and to minimise such liability to the extent legally permissible. In connection therewith, the

Parties shall provide each other with (i) any resale certificates, (ii) any relevant information

regarding use of out-of-state materials, equipment or services and (iii) any exemption

certificates or information reasonably requested by the other Party.

5.4

Recovery of Sums Due

The Department of Posts may retain or set off any amount owed to it by the CSI against any

amount due to the CSI under this Agreement or under any other agreement between the CSI

and the Department of Posts.

6. BREACH, RECTIFICATION AND TERMINATION

6.1 Termination for Breach

In the event that either Party is in material breach of its obligations under this Agreement

or the SLA, the aggrieved Party may terminate this Agreement or the SLA upon notice to

the other Party. Any notice served pursuant to this Clause shall give reasonable details of

the material breach, which could include the following events and the termination will

become effective:

(a)

If there is breach which translates into default in providing Services by the CSI as

per this Agreement or the SLA, continuously for more than 1 (one) week, then,

upon becoming aware of the same, the Department of Posts, shall serve a 7 (seven)days notice for curing such material breach (Cure Period). In case the material


30/87



breach continues after such Cure Period, the Department of Posts will have the

option, at its sole discretion, to terminate this Agreement, with immediate effect.

(b)

Because time is the essence of the contract, in case in the sole discretion of the

Department of Posts, for reasons prima facie attributable to the CSI, there is a

delay of more than 4 (four) weeks in the Project Implementation Phase by the CSI

prior to the acceptance testing and certification stage that in view of the

Department of Posts would, the Department of Posts may terminate this

Agreement after affording a reasonable opportunity to the CSI to explain the

circumstances leading to such a delay. Further, the Department of Posts may also

invoke the Performance Bank Guarantee of the CSI.

6.2

Termination for Bankruptcy

6.2.1

The Department of Posts may serve written Notice on CSI at any time to terminate thisAgreement with immediate effect in the event of bankruptcy of the CSI:

(a) The CSI shall in the event of bankruptcy immediately inform the Department of

Posts well in advance (at least 3 months) about such a development;

(b)

In the event of bankruptcy of the CSI, the Department of Posts shall have the right

to terminate this Agreement in the manner stated herein above.

For the purposes of this Agreement the term bankruptcy shall mean the occurrence of any

of the following events (or any event analogous to any of the following) in relation to the

CSI:

(i) passing a resolution for its winding up or a court of competent jurisdiction making

an order for the entity to be wound up or dissolved or the entity being otherwise

dissolved;

(ii)

the appointment of an administrator of or, the making of an administration order in

relation to the entity or the appointment of a receiver or administrative receiver of,

or an encumbrancer taking possession of or selling, the whole or part of the entitys

undertaking, assets, rights or revenue;

(iii) entering into an arrangement, compromise or composition in satisfaction of its

debts with its creditors or any class of them or takes steps to obtain a moratorium or

makes an application to a court of competent jurisdiction for protection from its

creditors;

(iv) the entity being unable to pay its debts or being [capable of being] deemed unable

to pay its debts under Law; or

(v) the entity entering into any arrangement, compromise or compromise or

composition in satisfaction of its debts with its creditors.

However, a resolution by the relevant entity or a court order that such entity be wound up


31/87



for the purpose of a bona fide reconstruction or amalgamation not leading to Change of

Control shall not amount to bankruptcy.

6.2.2

The Parties agree that any decision of the Department of Posts, in its sole discretion, with

regard to termination of this Agreement under this Clause 6.2, including any determination

or apprehension of bankruptcy shall be final and binding on the CSI.

6.2.3

The CSI hereby covenants to provide any such document, information and data related to

financial position of the CSI, as may be required by the Department of Posts by providing a 7

(seven) days written Notice, to enable the Department of Posts to make a determination

under this Clause 6.2.

6.3

Termination for Convenience

6.3.1

The Department of Posts may at any time terminate this Agreement due to convenience byproviding a [30 (thirty)] days written Notice to the CSI.

6.3.1.1In case of termination of this Agreement by Department of Posts due to convenience as per

this Clause, the payments to CSI shall be limited to the Services rendered up to the point of

termination and the Core Hardware, etc. delivered up to date of termination.

6.4 Termination for Change of Control

6.4.1

The CSI shall seek prior written approval of the Department of Posts for any Change of

Control of the CSI taking place.

6.4.2

The Department of Posts may terminate this Agreement by written notice, if there is a

Change of Control to which Department of Posts objects or which in sole discretion of the

Department of Posts adversely affects the technical capability of the CSI to perform its

obligations under this Agreement except where the Department of Posts has given its prior

written consent to the particular Change of Control, which subsequently takes place as

proposed.

6.5 Partial Termination

6.5.1

Subject to the provisions of Clauses 6.5.2 and 6.5.3 below, the Department of Posts may, by

[1 (one)+ months prior written notice, require the partial termination of any part of the

Services on the occurrence in relation to that part of a material default by the CSI, where the

default is not capable of remedy or, if the default is capable of remedy, the default has not

been remedied in accordance with the remedial plan process as agreed upon in consultation

with Department of Posts.

6.5.2

On receipt of the Department of Posts notice of partial termination, the CSI may respond to

the Department of Posts in writing within the notice period provided for in Clause 6.5.1above as follows:


32/87



(a) accept the partial termination of this Agreement; or

(c)

reject the partial termination of this Agreement.

6.5.3

If the CSI rejects the partial termination, the Department of Posts may, in its sole discretion

and within [1 (one)] month of receiving the CSIs rejection under Clause 6.5.2(b), terminate

this whole Agreement.

6.6 Termination by CSI

6.6.1 The CSI may serve written notice on Department of Posts at any time to terminate this

Agreement with immediate effect in the event of a material breach by Department of Posts,

provided, that such breach is on account of non payment, by the Department of Posts, of

any amount due under this Agreement which is undisputed, beyond a period of [60] days.The CSIs right of termination under this Clause 6.6 shall not apply to non-payment of the

amounts by the Department of Posts where such non-payment is due to the Department of

Posts exercising its rights under Clause5.4 (Recovery of Sums Due).

6.6.2

On termination of this Agreement for any reason, the SLA(s) executed under this Agreement

shall automatically terminate forthwith and the Department of Posts shall have the right in

its sole discretion to decide the appropriate course of action. The CSI hereby covenants to

abide by any such decision of the Department of Posts.

6.6.3

The termination provisions set out in this Agreement shall apply to the SLA and this

Agreement shall be deemed to include the SLA.

6.7 Effects of Termination

6.7.1

In the event that any Party terminates this Agreement depending on the event of default,

compensation will be decided in accordance with the Terms of Payment Schedule.

6.7.2

Upon termination of this Agreement, the Parties will comply with the Exit Management

requirements set out in Section 7: Exit Management Schedule in Volume III of the RFP and

any current Exit Management Plan. Notwithstanding any other provision of this Agreement

the Department of Posts shall have the rights set out in Clause6.7.3 below:

(a) if a bankruptcy event occurs, the Department of Posts rights under Clause 6.7.3 shall

be exercisable by the Department of Posts at any time before the winding up of the

CSI or any other consequence of the occurrence of those events, including the

appointment of a liquidator, receiver, manager or administrator;

(b)

in the event of termination of this Agreement for any reason; and/or

(c)

upon the expiry of this Agreement.


33/87



6.7.3 The CSI shall not, without the Department of Posts consent, Encumber any Asset in any way

which would require the consent of a third party to the exercise by the Department of Posts

of its rights under Section 7: Exit Management Schedule in Volume III of the RFP or which

would in some other way restrict the exercise by the Department of Posts of its rights under

that schedule.

6.7.4

Unless the Department of Posts otherwise requires, during the time between service of a

Notice of termination of this Agreement and such termination or exercise taking effect, the

CSI shall take all steps, which are necessary and consistent with its continuing obligations, to

mitigate any losses, costs, liabilities and expenses which the CSI may incur as a result of the

termination, including to:

(a)

cancel all capital and recurring cost commitments in connection with the

Implementation Plan and/or the provision of Services on the most cost-effectiveterms;

(b) terminate all relevant contracts or the relevant parts of relevant contracts with its

Sub-contractors in connection with the provision of Services on the most favourable

terms as can be achieved in the particular circumstances, having first ascertained

from the Department of Posts whether such contracts are required to be transferred

to the Department of Posts or Replacement SI instead;

(c)

reduce labour costs by the redeployment or release of the Personnel other than Key

Personnel to the extent possible in the circumstances; and

(d)

apply any insurance monies available to the reduction of any unavoidable costs

remaining in respect of the required actions in clauses(a) to(c) (inclusive).

6.7.5

If the CSI does not fulfil its obligations in accordance with clause 6.7.4,the Department of

Posts shall not pay any sums in excess of those which the Department of Posts would have

paid had such action been taken.

6.7.6 The Department of Posts may also invoke the Performance Bank Guarantee of the CSI.

6.7.7

In the event of the CSI being in material default or breach of this Agreement, it shall pay to

the Department of Posts by way of compensation, all direct costs suffered or incurred by the

Department of Posts as a consequence of such material default or breach, within 30 (thirty)

days of receipt of the demand supported by necessary particulars thereof. Notwithstanding

the provisions of liquidated damages and limitation of liability in this Agreement, in case of

termination of this Agreement by the Department of Posts for breach by the CSI of the terms

of this Agreement, in accordance with this Section 6, the CSI shall be required to

compensate the Department of Posts for all costs and expenses relating to the replacement

of the Services to be provided by a Third Party at the sole risk and expense of the CSIincluding the differential cost required to be paid by the Department of Posts to such Third


34/87



Party to provide the Services for the period equivalent to the Term. This Clause shall survive

the termination of this Agreement.

6.8

Liquidated Damages

6.8.1

If the CSI fails to comply with the terms of this Agreement and/or the SLA including the SLRs

prescribed thereunder, the Department of Posts shall, without prejudice to its other

remedies available to it, invoke the Performance Bank Guarantee or deduct from any

payments due to the CSI, as agreed estimated liquidated damages, a sum as specified in the

SLRs for the particular product or system or services, for each week or part thereof of delay

until successful fulfilment of obligation, up to a maximum deduction, for each contract year,

of 10% (ten percent) of the total annual contract value under this Agreement (Liquidated

Damages).

6.8.2

The payment or deduction of such Liquidated Damages shall not relieve the CSI from itsobligations under this Agreement.

6.8.3 The Parties agree that the Liquidated Damages set out hereunder are genuine pre-estimate

of costs and losses likely to be incurred by Department of Posts due to a failure to comply

with the terms hereof and under the SLA and by no means penal in nature.

6.9 Fraud by CSIs Personnel

Department of Posts reserves its right to initiate criminal action against the agents/

employees of the CSI for fraud or misappropriation and the management of the CSI would

also be made liable for action in case of fraud, under the applicable Laws. Additionally,

Department of Posts shall, at its sole discretion, have the right inter aliato blacklist the CSI

as a vendor including blacklisting of the management of the CSI, terminate this Agreement

and invoke the Performance Bank Guarantee. The CSI agrees that any decision of the

Department of Posts in this respect shall be final and binding on the CSI.

7. PROTECTION AND LIMITATIONS

7.1 Representations and Warranties

7.1.1

The CSI represents and warrants to the Department of Posts that:

(a) It has the full legal right, capacity and authority to enter into this Agreement, to

perform its obligations hereunder and this Agreement constitutes a legal, valid and

binding obligation of the CSI. The CSI has the power and authority to execute and

deliver the terms and provisions of this Agreement and has taken all necessary

action to authorise the execution and delivery by it of this Agreement and the

transactions contemplated hereby.

(b)

This Agreement is executed by a duly authorised representative of CSI.


35/87



(c) It shall discharge its obligations under this Agreement with due skill, care and

diligence so as to comply with the conditions stated in the RFP.

(d)

The execution, delivery and performance by the CSI of this Agreement and the

compliance by it with the terms and provisions hereof do not and will not: -

(i) contravene any provision of any law, statute, rule or regulation or any order,

writ, injunction or decree of any court, governmental instrumentality or

Governmental Authority to which it is subject; or

(ii) conflict with or be inconsistent with or result in any breach of any of the

terms, covenants, conditions or provisions of, or constitute a default under,

or result in the creation or imposition of (or the obligation to create or

impose) any Security Interest upon any of its property or assets pursuant tothe terms of any indenture, mortgage, deed of trust, credit agreement, loan

agreement or any other agreement, contract or instrument to which it 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) violate any provision of its memorandum and articles of association or any

other similar constitutional documents.

(e)

There are no claims, investigations or proceedings before any court, tribunal,

governmental body or Governmental Authority in progress or pending against or

relating to the CSI, which could reasonably be expected to:

(i) enjoin, restrict or prohibit the transactions as contemplated by this

Agreement; or

(ii) prevent the CSI from fulfilling its obligations set out in this Agreement or

arising from this Agreement or adversely effecting the validity or

enforceability of this Agreement; and

(iii) there are no existing ground on which any such claim, investigation or

proceeding might be commenced with any reasonable likelihood of

success.

(f)

The CSI shall not do or omit to do or cause or allow to be done or omitted to be

done any act or thing which would result (or be likely to result) in a breach of this

Agreement.

(g)

This Agreement constitutes a valid and binding obligation of the CSI enforceable

against it in accordance with its terms.


36/87



7.1.2

In the case of the SLA, the CSI represents and warrants to the Department of Posts, that:

(a) It has the full legal right, capacity and authority to enter into the SLA, to perform its

obligations there under and the SLA constitutes a legal, valid and binding obligation

of the CSI. The CSI has the power and authority to execute and deliver the terms and

provisions of the SLA and has taken all necessary action to authorise the execution

and delivery by it of the SLA and the transactions contemplated thereby and to

provide the Services.

(b) The SLA has been executed by a duly authorised representative of the CSI.

(c) The CSI is experienced in managing and providing works similar to the Services and

that it shall perform the Services with all due skill, care and diligence so as to comply

with the conditions as stated in the RFP.

(d) The Services shall be provided and rendered by appropriately qualified, trained and

experienced personnel.

(e) The CSI has and will have all necessary licenses, approvals, consents of third parties

and all necessary technology, hardware and software to enable it to provide the

Services.

(f)

The Services will be supplied in conformance with all applicable Laws, enactments,

orders and regulations.

(g)

If the CSI uses, in the course of the provision of the Services, components,

equipment, software and hardware manufactured by any Third Party which are

embedded in the Deliverables or are essential for the successful use of the

Deliverables, it will pass through Third Party manufacturer's warranties relating to

those components, equipment, software and hardware to Department of Posts to

the extent possible.

(h) The execution, delivery and performance by the CSI of the SLA and the compliance

by it with the terms and provisions thereof do not and will not: -

(i) contravene any provision of any law, statute, rule or regulation or any order,

writ, injunction or decree of any court, governmental instrumentality or

Governmental Authority to which it is subject; or

(ii) conflict with or be inconsistent with or result in any breach of any of the

terms, covenants, conditions or provisions of, or constitute a default under,

or result in the creation or imposition of (or the obligation to create or

impose) any Security Interest upon any of its property or assets pursuant tothe terms of any indenture, mortgage, deed of trust, credit agreement, loan


37/87



agreement or any other agreement, contract or instrument to which it 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) violate any provision of its memorandum and articles of association or any

other similar constitutional documents.

(i)

There are no claims, investigations or proceedings before any court, tribunal,

governmental body or Governmental Authority in progress or pending against or

relating to the CSI, which could reasonably be expected to:

(i) enjoin, restrict or prohibit the transactions as contemplated by under the

SLA;

(ii)

prevent the CSI from fulfilling its obligations set out under the SLA orarising from the SLA or adversely effecting the validity or enforceability of

the SLA; or

(iii) There are no existing ground on which any such claim, investigation or

proceeding might be commenced with any reasonable likelihood of

success.

(j)

The CSI shall not do or omit to do or cause or allow to be done or omitted to be

done any act or thing which would result (or be likely to result) in a breach of the

SLA.

(k)

The SLA constitutes a valid and binding obligation of the CSI enforceable against it in

accordance with its terms.

7.1.3

In the event that such warranties cannot be enforced by the Department of Posts, the CSI

will enforce such warranties on behalf of the Department of Posts and pass on to the

Department of Posts, the benefit of any other remedy received in relation to such

warranties.

7.1.4 Notwithstanding what has been stated elsewhere in this Agreement and the SLA attached

herein, in the event the CSI is unable to meet the obligations pursuant to the

Core Si Rfp Volume III

Documents

Transcript of Core Si Rfp Volume III