Simplified Version of Master Service Agreement (MSA)

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Nov 30, 2013 (3 years and 9 months ago)

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Simplified
Version of
Master
Service Agreement

(MSA)


1)

Project Name
:



Biometric Attendance and Computer Aided Learning System for Schools


2)

Project Objectives
:



a)

Use of biometric technology to capture attendance of teachers,
administrative staff and studen
ts.

b)

Use of computerized application as primary mode of attendance
recording and replacement of manual records.

c)

Generation of a centralized database of all teachers, administrative staff
and st
udents enrolled in Schools and other project locations

d)

Creation
of Biometrics based attendance capturing system.

e)

Generation of Management information System at School, District and
State levels.

f)

Creation of standard education software library at district level for
different classes.

g)

Use of education software to improve

the learning process of students.


3)

Implementing Departments
:



a)

Tribal Development Department

b)

Education Department


4)

Master Service Agreement Signing Authority on behalf of Education
Department and Tribal Development Departments
:



Ms. Shahmeena Husain, IAS

Commissioner, Tribal Development


5)

Organization

dealing with the
Project
:


Development Support Agency of Gujarat (DSAG)

Tribal Development Department

Block No. 8, 2nd Floor, New Sachivalaya

Gandhinagar


382010

Gujarat.


Although the agreements have been s
igned by Tribal Development
Department but Development Support Agency of Gujarat is dealing with the
-

2

-

project. The website
http://vanbandhukalyanyojana.gujarat.gov.in/

can be
referred for documents

relevant to
the

project.


6)

Project Nodal Officer
:

Ms. Sanghmitra Mehta, Sr. Consultant
,
D
SAG


7)

Project Coverage
:


The

project will be implemented in 11 (eleven) districts covering 39 (thirty
nine) Talukas of Gujarat State divided in
to

three zones


Zone I &

Zone II of
four districts each and Zone III of three districts as follows:


Zone

Districts



Zone I

Sabarkantha

Dahod

Panchmahal

Banaskantha

Zone II

Bharuch

Surat

Tapi

Vadodara

Zone III

Valsad

Ahwa

Navsari



8)

Schools & Other Project Loc
ations


(commonly defined as schools in the
Master Service Agreement)
:


a)

486 (Four Hundred and Eighty Six) Ashramshalas

b)

31 (Thirty One) Adarsh Niwasi Schools

c)

10 (Ten) Eklavya Model Residential Schools

d)

Girls Residential Schools

e)

Vocational Training Centres
under PPP Model and run by government
directly

f)

Various offices of Tribal Development Department

g)

All kinds of hostels, schools covered under SATCOM based tutorial
program

h)

8136 (Eight Thousand One Hundred and Thirty Six) Primary and Upper
-

3

-

Primary Schools und
er Education Department


9)

Project
Management Agency
/Third Party Agency
:


Infrastructure Leasing
&

Financial Services Education & Technology Services
Limited (IL&FS ETS Ltd.)


10)

Implementing Agency
:



a)

For Zone I & II


Consortium
headed by HCL Infosystems Ltd.

along

with
Access Computech Pvt. Ltd.

b)

For Zone III


To be identified


11)

Project Implementation Model
:



Build, Own & Operate (BOO)


12)

Project Duration
:



5 years only, the duration will start from the day of
issuance of
Final
Acceptance Test
Certificate
of P
hase A. The Final Acceptance Test criteria
will be defined according to the functionality and specifications specified in
the System Requirement Specification (SRS) of Biometric Attendance and
Computer Aided Learning System.


13)


Agreement Signed On

:


a)


F
or Zone I & II
-

23.12.2009

b)


For Zone III


To be signed


14)

Project Implementation Process



a)

Phase A
-

Pilot in 150 schools of One district in each zone


Zone

Pilot
Districts

Zone I

Sabarkantha

Zone II

Bharuch

Zone III

Navsari


b)

Phase B


Complete rol
lout in all districts


Zone

Districts

Zone I

Dahod

-

4

-

Panchmahal

Banaskantha

Zone II

Surat

Tapi

Vadodara

Zone III

Valsad

Dang



15)


Services provided by Implementing Agency under the project
:


a)

Design, Development, Implementation and Maintenance of
the
Application Software.

b)

Supply of robust equipment.

c)

Collection of information related to teachers, administrative staff &
students like fingerprints, etc. and entry of records.

d)

Installation, Commissioning & Maintenance of Hardware.

e)

Establishment & Mainte
nance of network connectivity at all Project
Locations.

f)

Collection & Transfer of data from various locations to District Head
Quarters and State Head Quarter.

g)

Creation, Installation & Maintenance of Education Software library,
including Antivirus in each D
istrict.

h)

Monthly rotational deployment of Education Software at Schools.

i)

Management Information system generation at
District Head Quarters
and State Head Quarter
.

j)

Updation of database as and when required.

k)

Training of teachers and students and capacity bu
ilding of various
stakeholders.

l)

Deployment of manpower for operations & maintenance for the terms of
the

Agreement.

m)

Guidelines for using Help Desk.


16)

Hardware to be provided at School

and Other Project Locations

by
Implementing Agency
:


a)

Personal Computer (P
C): Minimum specifications
-

Dual Core 2.4 GHz,
15” Colour Monitor, 512 MB RAM, 120 GB Hard Disk, 4 USB ports,
Multimedia Keyboard, Optical Mouse, Built in speakers, Windows XP
and MS Office ( both with License)

b)

Fingerprint Scanner

c)

Uninterrupted Power
Supply (UPS)

-

5

-

d)

Tables & Chairs

e)

One Personal Computer with fingerprint scanner will be one “unit”

f)

Implementing Agency will install minimum 2 units in each school.

g)

Implementing Agency will provide additional units in case time taken for
recording of attendance

at a school

and other project locations

exceeds 15
minutes such that there is 1 Unit for every 60 users in a school.


17)

Hardware to be provided
at
District Level

by Implementing Agency
:


a)

Server: Minimum specifications
-

Intel Dual Core X 5260 Processor, 4 G
B
RAM, 2 x 146 GB RAM, 15 K RPM SAS HDD, 2x HBA Card, DRAC, 8x
DVD
-
R, License Operating System

b)

Personal Computer: Minimum specifications
-

Dual Core 2.4 GHz, 15”
Colour Monitor, 512 MB RAM, 120 GB Hard Disk, 4 USB ports,
Multimedia Keyboard, Optica
l Mouse, Built in speakers, Windows XP
and MS Office ( both with License).


18)

Hardware to be provided at State Level by Implementing Agency
:


a)

Server: Minimum specifications
-

Intel Dual Core X 5260 Processor, 4 GB
RAM, 2 x 146 GB RAM, 15 K RPM SAS HDD, 2x
HBA Card, DRAC, 8x
DVD
-
R, License Operating System

b)

Personal Computer: Minimum specifications
-

Dual Core 2.4 GHz, 15”
Colour Monitor, 512 MB RAM, 120 GB Hard Disk, 4 USB ports,
Multimedia Keyboard, Optical Mouse, Built in speakers, Windows XP
and MS Of
fice ( both with License).


These are the minimum specifications but the Implementing Agency may
install higher configuration equipments

also.


19)


Software
to be provided by Implementing Agency
:


a)

Application Software:
Modular
,

scalable, secure and user frien
dly
application software which
support single and multiple user
s and has

following modules


i)

Enrollment Module

ii)

Transaction Module

iii)

Data Storage & Transfer Module

iv)

Reporting/MIS Module

v)

Fingerprint Management Module


Application software will enroll students a
nd staff members a
nd will
capture at least four fingers of each individual.

Application Software
and Hardware will provide clear audio and visual
signals

to indicate the
success or failure of the attendance marking process.


-

6

-

b)

Education Software:


i)

Implementi
ng Agency will provide the Education software covering
entire

course curriculum of school as per the school board syllabi.

ii)

All Education software shall be licensed in the name of
Commissioner,
Tribal Development
.

iii)

The Education Software shall be in Gujarati

and in either Hindi or
English as may be specified by
Commissioner, Tribal Development
.

iv)

Copies of License of

Education Software shall be available in a District
Head Quarter

such that
:

(1)

At least 2 copies of all Education Software relevant to a school, at
a
ll times in a district.

(2)

At least one copy of all Education Software at District
headquarters.

v)

Education software installed at a School
shall

run for a month and
then will be uninstalled.

vi)

Simultaneously with such uninstallation, the Implementing Agency
will

install new Education Software at the School, which in turn will
be uninstalled
once again
after a month and new Education Software
will be installed.

vii)

The Education Software uninstalled in one school will be installed in
another School such that at no poi
nt of time any unlicensed Education
Software is running in any School.


20)

Help Desk to be established
by the Implementing Agency




a)

Implementing Agency shall setup a web based Helpdesk to monitor the
project at each District Headquarter whose role will be a
s follows



i)

Installation and maintenance of Hardware, Software including
Application Software and the Education Software at each school in the
District.

ii)

Collect and transfer data from each School to District Head Quarter
and State Head Quarter.

iii)

Carry out
enrollments as required.

iv)

Provide support and troubleshoot any hardware/software problem at
any Location.

v)

Maintain backup inventory of the hardware and Software problem at
any Location.

vi)

Generate Reports as per requirement.


b)

Manpower at Helpdesk is as follow
s



Sr.
No.

Personnel
Details

Number

Qualification

Experience

1

Project
1

Masters of
10 years in
-

7

-

Leader

Computer
Applications

managing IT
projects

2

Hardware
Engineer

1

BE

5 years in
Hardware
maintenance

3

Software
Engineer

1

BE

5 years Support
Engine
er for
software projects

4

IT Support
Staff

1 per 25
Schools

Diploma in
Computers

IT field


21)

Project Management Unit to be established by Implementing Agency
:



a)

Project Management Unit will be established by Implementing Agency at
State Headquarter

and wi
ll be a part of the State Headquarter where the
entire central system will be established.

b)

The Project Management Unit
shall monitor all activities of the project

being undertaken at different levels.

c)

Project Management Unit

will be connected in Real time
to each helpdesk.
The
Implementing Agency will develop and deploy
a web base interface
which shall allow monitoring of all Help Desks and all activities.

d)

Space for
Project Management Unit

shall
be provided by G
overnment of
Gujarat, while o
ther infrastructu
re facilities to be provided by the
Implementing Agency.



22)

T
raining to be given by Implementing Agency
:






















-

8

-





a)

The Implementing Agency will train
all the identified users of the system.

b)

Training will be done using classroom sessions and
practical sessions.

c)

Training will be given in batches based on the requirements of the user
like


i)

Basic Computer Operation Training

ii)

Attendance
Marking

Training

iii)

Education Software Operation Training

d)

The training for education software will be provided by t
he implementing
agency’s person to the identified school personnel every time a new
education software is installed.

e)

The Implementing Agency will also train all its staff also who will be
involved in the implementation and operations of
the

project


23)

Manpow
er Details

of the Implementing Agency
:



a)

Implementing Agency will submit details of all staff and the job
description of each staff deployed for all project locations within 15 days
of signing of Agreement which will be published on department’s website
al
so.

b)

Any change in staff by Implementing Agency has to be intimated to
Government of Gujarat in advance.

c)

If Government of Gujarat does not approve the deployment of any staff
then the Implementing Agency shall change the staff within 45 days of
such disappr
oval.

d)

Staff changes details to be updated on the department’s website.

e)

Government of Gujarat can also request for additional staff, if required for
the project.


24)

Other Activities

of the Implementing Agency
:


a)

Enrollment:
Enrollment of students, teachers
,

ad
ministrative staff
, etc.
means that the personal information of the individual are captured in
forms, data is entered into the computer and the fingerprints are captured
based on the entered data. The enrollment

will be done as follows
-


i)

At the beginning
of the Project :
All Students, Teachers and
Administrative Staff

ii)

Within 30 days of beginning of the School Session every year :
All
Students, Teachers and Administrative Staff

iii)

Middle of the session
:
Within 30 days of joining of New Joinee


b)

De


Enrollment

(Hot Listing):

In case of Transfer and Dropouts the
Students, Teachers and Administrative Staff will be de
-
enrolled within 30
days of leaving
, meaning that the information related to those particular
-

9

-

individual will be blocked or removed from the system.

c)

Implementing Agency's personnel
shall

visit every month to install
education software and mark his attendance biometrically

d)

Network Connectivity between all project locations will be the
responsibility of the Implementing Agency.

e)

Ensure
Daily data transfe
r

from school

and other project locations

level to
higher level

wit
hin 18 hours of close of school

and other project locations
.

f)

Maintenance:

i)

The Implementing Agency will ensure comprehensive on
-
site
maintenance and administration of Hardware and Software
for entire
project duration.

ii)

The Implementing Agency will stock the spares at district head
quarters

iii)

The Implementing Agency will submit a guarantee for availability of
spares from the manufacturer or supplier of the Hardware or
Software.

g)

The Implementing
Agency shall lawfully acquire and provide all
Hardware and Software required for the proper and timely discharge of
the Implementing Agency's obligations under
the

Agreement. All the
Hardware shall be of international repute and all Software shall be
licen
sed.


25)

Responsibilities of Government of Gujarat
:


a)

Provide Space for Site Preparation and other necessary clearances
required for the implementation of the project.

b)

Assist in field inspection and Verification of Acceptance Tests.

c)

Witness of Trial Run.

d)

Verif
ication of Status Report provided by the Implementing Agency.

e)

Acceptance of Equipment as per the Terms and Conditions and issuance
of certificate.

f)

Provide details to the Implementing Agency required during Data
Collection including capturing biometrics, fi
lling up forms of students,
teachers, and administrative staff.

g)

Provide staff for training program organised by the Implementing
Agency.

h)

Acceptance and Clearance of Invoice of the Implementing Agency.

i)

Cooperation for physical security of equipments.


26)

Respo
nsibilities of IL&FS Education


The
Project Management and
Third
Party Agency
:


a)

IL&FS Education will monitor the discharge of all obligations by the
Implementing Agency during the entire project duration.

b)

IL&FS Education will be responsible for



i)

Central
ized Monitoring & Supervision of Operations

-

10

-

ii)

Coordinate between system users and implement
ing

agency to
capture system requirements

iii)

Day to Day Interaction with the implement
ing

agency and state
level functionaries

iv)

Review documents submitted by the implement
ing agency and
provide relevant inputs

v)

Coordinate with state level functionaries for approval of various
documents and processes

vi)

Identify and report any issues or risk associated with the project

vii)

Conduct Partial Acceptance Test and Final Acceptance Test of

the
system

viii)

Field Inspection and Verification of Acceptance Tests

ix)

Witness of Trial Run

x)

Verification of the Status Report

xi)

V
erification and validation of all invoices submitted by the
Implementing Agency under the Agreement and will recommend
payment to the
Implementing Agency

xii)

Steering

Committee Review of Project


c)

The Implementing Agency shall cooperate with the IL&FS Education and
provide it with all information needed by it.

d)

The charges for Third Party Monitoring Agency will be borne by
Government of Gujara
t.



-

11

-

27)

Timelines of the
Imple
mentation Activities
:

a)

The implementation activities in the zone will be divided in 2 phases. Phase A
, the pilot phase,

has to be successfully
completed before the commencement of Phase B. The details are provided in below tables



Phase

Steps

Weeks

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

A

Covering
Ashramshalas,
Adarsh
Niwasi,
Eklavya,
Primary &
Upper
Primary
Schools in
One District
and
DPEO,/PA
office & SHQ
in each zone

Agreement
Signing/P.O./LoI

















































System Study,
Design &
Deployment Plan

















































Mobilisation of
Resources

















































Application
Software
Development
including
testing
and delivery

















































Data Collection
including
capturing
biometrics,
photographs and
data entry and
creation of
centralised
database

















































Site Preparation

























Hardware &
Software
Installation &
















































-

12

-

Commissioning

Training of Users

















































Partial
Acceptance Test

















































Trial Run

















































Live Run

















































Final Acceptance
Test




















































b)

The phase B
, the roll out phase,

will commence af
ter successful completion of phase A. At least 150 schools in each
district have to be completed for commencement of quarterly guaranteed revenue in each district.

Phase

Steps

Weeks

25

26

27

28

29

30

31

32

33

34

35

36

37

38

39

40

41

42

43

44

45

46

47
-
2
36

B

Covering
Ashramshala
s, Adarsh
Niwasi,
Eklavya,
Primary &
Upper
Primary
Schools, PA
and DP
E
O
offices in rest
of the
Districts in
each zone

Data

and biometrics

capturing
,

data entry
and updation of
centralised database
























Site Pr
eparation
























Hardware & Software
Installation &
Commissioning














































-

13

-

Training of Users














































Partial Acceptance Test















































Live Run















































Final Acceptance Test
& Operations

















































-

14

-


28)

Acceptance Test
:


a)

Objective:
Th
e objective of acceptance test is to validate whether the
impleme
nting agency has installed the system as per the requirements of
the project. The acceptance test is carried out by verifying the details as
per the test plan that shall be finalized during System Requirement
Study (SRS).
IL&FS Education

shall

carry out

ac
ceptance tests for the
implementation done by the Implementing Agency.


b)

Types of Tests:

There will be two kinds of test as following




i)

Partial
Acceptance
Test:


(1)

Phase A
-

150 schools in one zone of one district to be completed
within 1
4

weeks of signing

of Master Service Agreement.

(2)

The Implementing Agency shall install all Hardware and
Software in at least 150 (one hundred and fifty) Schools and shall
submit the status of the following:

(a)

Application Software developed

(b)

Progress of data collection

(c)

Testing a
nd results of such testing undertaken by the
Implementing Agency

(3)

Government of Gujarat shall have Partial Acceptance Testing
undertaken by IL&FS Education. IL&FS Education in consultation
with the Implementing Agency shall formulate a detailed test
plan
. The Implementing Agency shall provide all information
sought by the IL&FS Education.

(4)

The Implementing Agency will arrange all equipments and
software required by the IL&FS Education to undertake the
testing.

(5)

IL&FS Education shall test for the following:

(a)

All hardware and software items must be installed at
particular site as per the specification.

(b)

Availability of all the Services shall be verified. The
Implementing Agency shall demonstrate all the
features/facilities/functionalities as per the service leve
ls
provided in
the

Agreement.

(6)

On successful completion of Partial Acceptance Testing a Partial
Acceptance Test Certificate shall be issued
by
Government of Gujarat to the
Implementing Agency.


ii)

Final
Acceptance
Test:


-

15

-

(1)

Will be completed after the Successful r
un of Hardware and
Software for
2 months in at least
150 Schools in Phase A

(pilot)
District
.

(2)

Establishment of Help Desk and P
roject
M
anagement
U
nit
,
within 24 weeks of the execution of the Agreement signed, are
complete.

(3)

The Implementing Agency to arrange

for all Hardware and
Software required by
IL&FS Education

to undertake the testing.

(4)

IL&FS Education shall test for the following:

(a)

All hardware and software items must be installed at
particular site as per the specification.

(b)

Availability of all the Servic
es shall be verified. The
Implementing Agency shall demonstrate all the
features/facilities/functionalities as per the service levels
provided in the Agreement.

(5)

On successful completion of
Fina
l Acceptance Testing a
Fina
l
Acceptance Test Certificate shall
be issued by Government of
Gujarat to the Implementing Agency.


Any delay by the Implementing Agency in ensuring the testing shall render
liquidated damages. Dispute between the Implementing Agency and
IL&FS
Education

will be referred to the Secretary, Tri
bal Development.


29)

Performance Guarantee
:


a)

Objective:

To ensure that the implementing agency’s performance is as
per the terms and conditions of the agreement and in case of any failure
to perform the loss of the government can be recovered from the
Perform
ance Guarantee.

b)

Value:
The value of the performance bank guarantee will be equal to 5%
of the total amount that is left to be released to the Implementing
Agency for the entire project.

c)

Submission:
Within 15 (fifteen) days of issuance of Letter of Intent,
the
Implementing Agency will furnish Performance Bank Guarantee.

d)

Validity:

The performance bank Guarantee will be valid for one year
and has to be renewed within 30 days before it expires.


30)

Payment to Implementing Agency
:


a)

Payment: Payment to the Implement
ing Agency will only start after
Final Acceptance Test certificate issued for 150 locations in pilot phase.

b)

Implementing Agency will raise invoice at the end of every quarter to
the respective departments:

a.

Director, Primary Education for Primary & Upper Pr
imary Schools

b.

Commissioner, Tribal Development

for Ashramshalas,
Adarsh
-

16

-

Niwasi, all hostels & Eklavya
Model Residential
Schools or any other
office or institute of tribal department

c)

Calculation of Payment:

i)

Subject to the satisfactory
delivery of services
and

in accordance with
the

Agreement, the Implementing Agency shall be paid:

ii)

For Zone I an amount of Rs. 4,127 (Four Thousand One Hundred and
Twenty Seven Only) for each quarter for each Unit satisfactorily
installed by the Implementing Agency.

iii)

For Zone I
I an amount of Rs. 4,170 (Four Thousand One Hundred
and Seventy Only) for each quarter for each Unit satisfactorily
installed by the Implementing Agency.

iv)

For Zone III an amount of Rs. 4,294/
-

(Four Thousand Two Hundred
and Ninety Four Only) for each quarte
r for each Unit satisfactorily
installed by the Implementing Agency.

d)

Payment Mechanism:

i)

Payment as above for a quarter shall be made to the Implementing
Agency on the first date of the succeeding quarter. For the purpose of
the

project a quarter shall be d
eemed to commence either on January
1, April 1, July 1 or October 1 of a calendar year, hence there will be
four invoices raised in one year for each unit.

For example if the
implementing agency has successfully run 150 units for the period
between April t
o June in Zone I, then on 1
st

July the agency can raise
a bill of Rs. 150 X 4127 amount.

ii)

If the unit has not completed a full quarter then the payment will be
calculated as per the following formula:

No. of days completed since installed

X Unit P
rice

Total no. of days in that quarter


e)

Invoice Amount: Amount Payable
-

Any liquidated damages & Other
Recoveries

i)

Amount Payable = No. of Units X Quoted Quarterly Guaranteed
Revenue per Unit in the Zone by the Implementing Agency

ii)

Liquidated Damages = sum
of all penalties applicable based on the
service levels met


f)

Supporting documents required for Invoice Clearance
:

i)

Basis of Calculation in the invoice.

ii)

Reference to certificates from
IL&FS Education

for each location. A
copy of certificate to be submitted w
hen
first
payment claimed for
Project Location.

iii)

Service Level Report from the
IL&FS Education
.

IL&FS Education
shall verify all payment claims that are made by the implementing
agency and put forward

to the Government of Gujarat

for release of
payment.

-

17

-

iv)

In

case of any dispute between the Parties, an adhoc payment
equivalent to the amount which is not in dispute or 50% (fifty
Percent) of the claimed payment, whichever is less will be released. If
the full amount of payment is in dispute an adhoc payment
equiv
alent to 50% (fifty percent) of the claimed payment will be
released.

v)

The payment will include all taxes and duties

vi)

No other payment to be made to the Implementing Agency



31)

Penalties to be levied
:


a)

For delay in implementation

i)

Every week delay in Partial Ac
ceptance Test within time



Penalty = 0.25 % X 20 X Quarterly Guaranteed Revenue

Example:

Penalty of .25 % on 1000 units in Zone 1 = 1000 x 20 x 4127 x .25%


ii)

Maximum penalty for delay shall not exceed 5% of the Quarterly
Guaranteed Revenue for 20 (twent
y) quarters.

iii)

If the delay continues beyond 12 (twelve) weeks, GoG may terminate
the Agreement.

iv)

Every week delay in Final Acceptance Test within time



Penalty = 0.25 % X 20 X Quarterly Guaranteed Revenue

v)

The maximum penalty for delay shall not exceed 5%

of the Quarterly
Guaranteed Revenue for 20 (twenty) quarters.


b)

Operational Penalties: Please refer Annexure 1


c)

For Misuse of Hardware and Software

i)

100% of the Quarterly Guaranteed Revenue for 20 (twenty) quarters.

ii)

If the misuse continues for two quarters
, GoG may terminate the
Agreement.


32)

Consortium

a)

Both Consortium partner shall be jointly and severally responsible for
the discharge of obligations under
the

Agreement.

b)

Implementing Agency cannot change the composition of the consortium
for the entire proje
ct duration

c)

Lead Implementing Agency shall primarily interact with Government of
Gujarat.


33)

Sub
-
Contract

a)

The Implementing Agency cannot sub
-
contract any activity which is a
part of
the

Agreement to any other person or entity.

-

18

-

b)

However, the Implementing Agenc
y may subcontract the following
activities:

i)

Site Preparation including electrical and network cabling

ii)

Maintenance of Power Equipments such as
Uninterrupted Power
Supply (
UPS
)
, batteries, gensets, etc.

c)

Further for any such subcontracting the Implementing Ag
ency shall
continue to be solely responsible for the satisfactory discharge of its
obligations under
the

Agreement.


34)

Publicity


The Implementing Agency shall not make any publicity which involves
reference to Government of Gujarat or any of the Schools wit
hout prior
written permission from Government of Gujarat.


35)


Insurance


a)

The Implementing Agency shall insure and keep comprehensively
insured all Hardware and Software which is the subject matter of
the

Agreement.

b)

The

insurance shall be for all insurable r
isks including loss resulting
from natural calamities like earth quake, floods etc. and manmade
calamities like fire, riots, insurgent attacks etc., for the entire project
duration

c)

The Implementing Agency shall be solely responsible for proper and
safe cu
stody of the Hardware and Software and no liability shall accrue
to Go
vernment of
G
ujarat

for any reason whatsoever.

d)

However,
Government of Gujarat

will identify personnel that will
cooperate with the Implementing Agency in ensuring physical security
of t
he equipments installed at project locations.

e)

The insurance shall include all loss or damage incidental to manufacture
or acquisition, transportation, storage, delivery and installation.

f)

The Implementing Agency shall submit the certificate of insurance to

Go
vernment of
G
ujarat

as a proof of the same.


36)


Title


a)

The Implementing Agency and
Government of Gujarat

agree that
Government of Gujarat

shall have no title to any of the Hardware and
Software. On the expiration of
the

Agreement, the Implementing Agency
will remove the Hardware and Software from the Project Locations.

b)

Implementing Agency will disclose to
Government of Gujarat

all details
relating to Application Software including source code;

c)

Implementing Agency will provide perpetual licenses to
Governme
nt of
Gujarat

for the Application Software and Education Software as soon as
-

19

-

may be.

d)

The Implementing Agency shall keep the source code of all Software
under escrow with a Bank, acceptable to
Government of Gujarat
.

e)

The cost of escrow account shall be borne

by the Implementing Agency.
The source code of the Software shall be put under escrow within 1 (one)
week of Final Acceptance Test.


37)


Data Rights


a)

The Parties acknowledge that
Government of Gujarat

is the sole owner
of and has complete and total control o
ver the Data.

b)

Neither the Implementing Agency nor any person shall:

i)

Collect, store or process the Data except as provided in
the

Agreement;

ii)

Try to gain commercial gain or advantage from the Data by
marketing it or otherwise.

iii)

The Implementing Agency will co
mply with the following principles
in relation to Data collection, storage and processing
-

iv)

Fairly and lawfully collected, processed and stored for the purposes
of
the

Agreement

v)

Adequate, relevant and not excessive

vi)

Accurate and up
-
to
-
date

vii)

Not kept longer
than necessary

viii)

Processed in accordance with the individual's rights

ix)

Kept Secure

x)

Not transferred to any Third Party.

c)

Government of Gujarat

reserves the right to ask the Implementing
Agency to correct any wrong or tampered or manipulated or distorted
or i
llegitimate Data without any compensation irrespective of the fact
that it had accepted the same Data at any prior time.

d)

Government of Gujarat

reserves the right to give instructions pertaining
to manner and methodology for Data collection, storage or proc
essing to
the Implementing Agency and the Implementing Agency shall comply
with such instructions.

e)

No charge for the space provided.

f)

The assets deployed by the Implementing Agency ownership lies with
the Implementing Agency and not of
Government of Gujarat

apart from
the data.


38)


Exit Management


a)

Within 7 (seven) days of the expiration or termination of
the

Agreement,
the Implementing Agency shall:

i)

Deliver to
Government of Gujarat

the latest version of Application
Software, the Biometrics Algorithm, Attendan
ce Capturing Software,
-

20

-

Data and Education Software, if not earlier delivered, renewed and
cured of all defects and deficiencies;

ii)

Deliver all relevant records and reports pertaining to
the

Agreement
and its design, engineering, operation, and maintenance in
cluding all
complete operation and maintenance records and manuals;

iii)

Execute such deeds of conveyance, documents and other writings as
the
Government of Gujarat

may reasonably require to acquire,
perfect, convey, divest or assign rights, title and interest
of the
Implementing Agency.

b)

All deliverables mentioned hereinabove shall be free from all
encumbrances, charge, lien or other liability.




Annexure 1
: Operational Penalties



Table 1:
Service Level

Definitions


Table 2: Penalties related to Application Av
ailability

Table 3: Penalties related to Problem Resolution

Table 4: Miscellaneous Penalties


Table 1: Service Level

Definitions



Sr.
No.

Service
Level
Terms

Description

1

Prime
Business
Hours
(PBH)

Prime Business Hours refers to the school

and/or
office

working hours from

Monday to Saturday or any other
period as defined by the state.

2

Extended
Service
Level Hours
(ESH)

Extended Service Level Hours refers to the
time period
related to
school

and/or

office
when it is not
operation
al
from
Monday to Satur
day and 08:00 hrs to 16:00 hrs on
Sunday or any other period as defined by the state.

3

Planned
Outage

‘Planned Outage’ refers to unavailability of
application/system due
any

maintenance activit
y
or
changes to any supporting infrastructure. Details relate
d
to such planned outage shall be agreed with the State
government and shall be notified to state government at
least 5 (five) working days in advance.

4

Unplanned
Outage

‘Unplanned Outage’ refers to an instance in which no
transaction takes place in the
system for more than 30
(thirty) consecutive minutes.


-

21

-



Table 2: Penalties related to Application Availability


Application

Availability
during PBH
(AP)

Liquidated
Damages

Availability
during ESH
(AE)

Liquidated
Damages

SHQ
Application:
Application
whic
h will
be accessed
by users at
State Head
Quarters

AP>= 95%

Nil

AE>= 90%

Nil

Liquidated Damages
:
If SHQ Application availability is equal to
or more than 95% in Prime Business Hours and if SHQ
Application availability is equal to or more than 90% in
Exte
nded Service Hours, then no penalty
shall

be levied on the
Quarterly Guaranteed Revenue.

94%<=
AP<95%

0.5% of
QGR

89%<=
AE<90%

0.25% of QGR

Payment to be Released:
If SHQ Application availability is
equal to or more than 94% but Less than 95% in Prim
e Business
Hours, then the liquidated damages
will
be
equal to

0.5% of
Quarterly Guarantee Revenue and if SHQ Application
availability is equal to

or more than

89% but Less than 9
0
% in
Extended Service Level Hours, then the liquidated damages
will
be equal

to 0.25% of Quarterly Guaranteed Revenue.

93%<=
AP<94%

Additional
1% of QGR

88%<=
AE<89%

Additional 0.5% of
QGR

Liquidated Damages:

If SHQ Application availability is equal to
or more than 93% but Less than 94% in Prime Business Hours,
then the liquid
ated damages will be equal to 1.5% of Quarterly
Guarantee Revenue and if SHQ Application availability is equal
to or more than 88% but Less than 89% in Extended Service
Level Hours, then the liquidated damages will be equal to 0.75%
of Quarterly Guaranteed

Revenue.

90%<=
AP<93%

Additional
2% of QGR
for every
%age

85%<=
AE<88%

Additional 1% of
QGR for every
%age

Liquidated Damages:

If SHQ Application availability is equal to
or more than 90% but Less than 93% in Prime Business Hours,
then the liquidated
damages will be equal to total of 1.5% plus
additional 2% for every percentage failure, of Quarterly
Guarantee Revenue and if SHQ Application availability is equal
to or more than 8
5
% but Less than
88
% in Extended Service
Level Hours, then the liquidated d
amages will be equal to total
of 0.75% plus additional
1
% for every percentage failure of
Quarterly Guaranteed Revenue.

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22

-

Application

Availability
during PBH
(AP)

Liquidated
Damages

Availability
during ESH
(AE)

Liquidated
Damages

70%<=
AP<90%

Additional
2.5% of
QGR for
every %age

65%<=
AE<85%

Additional 1.25%
of QGR for every
%age

Liquidated Damages:

If SHQ Ap
plication availability is equal to
or more than 70% but Less than 90% in Prime Business Hours,
then the liquidated damages will be equal to total of 7.5% plus
additional 2.5% for every percentage failure, of Quarterly
Guarantee Revenue and if SHQ Applicati
on availability is equal
to or more than 65% but Less than 85% in Extended Service
Level Hours, then the liquidated damages will be equal to
total
of 3
.75% plus additional
1.
25% for every percentage failure of
Quarterly Guaranteed Revenue.

AP < 70%

No pa
yment

AE<65%

No payment


Liquidated Damages

If SHQ Application availability is less
than 70% in Prime Business Hours, then no payment to be done
and if SHQ Application is availability is less than 65% in
Extended Service Level Hours, then no payment
shall

be
made
.

DHQ
Application
:

Application
which will
be accessed
by

users at

District
Head
Quarters




AP>= 98%

Nil

AE>= 90%

Nil

Liquidated Damages:

If DHQ Application availability is equal
to or more than 98% in Prime Business Hours and if DHQ
Applicati
on availability is equal to or more than 90% in
Extended Service Hours, then no penalty
shall

be levied on the
Quarterly Guaranteed Revenue.

97%<=
AP<98%

0.5% of
QGR

89%<=
AE<90%

0.25% of QGR

Liquidated Damages:

If DHQ Application availability is equal

to or more than 97% but Less than 98% in Prime Business Hours,
then the liquidated damages will be equal to 0.5% of Quarterly
Guarantee Revenue and if
D
HQ Application availability is equal
to or more than 89% but Less than 90% in Extended Service
Level Ho
urs, then the liquidated damages will be equal to 0.25%
of Quarterly Guaranteed Revenue.

95%<=
AP<97%

Additional
1% of QGR

88%<=
AE<89%

Additional 0.5% of
QGR

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23

-

Application

Availability
during PBH
(AP)

Liquidated
Damages

Availability
during ESH
(AE)

Liquidated
Damages

Liquidated Damages

If DHQ Application availability is equal to
or more than 95% but Less than

97% in Prime Business Hours,
then the liquidated damages will be equal to
total of 0
.5%
plus
additional 1%
of Quarterly Guarantee

Revenue

for every
percentage failure

and if DHQ Application availability is equal
to or more than 88% but Less than 89% in Ex
tended Service
Level Hours, then the liquidated damages will be equal to 0.75%
of Quarterly Guaranteed Revenue.

90%<=
AP<95%

Additional
2% of QGR
for every
%age

85%<=
AE<88%

Additional 1% of
QGR for every
%age

Liquidated Damages:

If DHQ Application ava
ilability is equal
to or more than 90% but Less than 95% in Prime Business Hours,
then the liquidated damages will be equal to total of 1.5% plus
additional 2% for every percentage failure, of Quarterly
Guarantee Revenue and if
D
HQ Application availability

is equal
to or more than 8
5% but Less than 88
% in Extended Service
Level Hours, then the liquidated damages will be equal to total
of 0.75% plus additional 1% for every percentage failure of
Quarterly Guaranteed Revenue.

70%<=
AP<90%

Additional
2.5% of
QGR for
every %age

65%<=
AE<85%

Additional 1.25%
of QGR for every
%age

Liquidated Damages:

If DHQ Application availability is equal
to or more than 70% but Less than 90% in Prime Business Hours,
then the liquidated damages will be equal to total of 11.5%

plus
additional 2
.5
% for every percentage failure, of Quarterly
Guarantee Revenue and if DHQ Application availability is equal
to or more than 65% but Less than 85% in Extended Service
Level Hours, then the liquidated damages will be equal to total
of
3
.7
5% plus additional 1
.25
% for every percentage failure of
Quarterly Guaranteed Revenue.

AP<70%

No payment

AE<65%

No payment


Liquidated Damages:

If DHQ Application availability is less
than 70% in Prime Business Hours, then no payment
shall be
made

and i
f DHQ Application availability is less than 65% in
Extended Service Level Hours, then no payment
shall be made
.

School

AP>= 99%

Nil

AE>= 95%

Nil

-

24

-

Application

Availability
during PBH
(AP)

Liquidated
Damages

Availability
during ESH
(AE)

Liquidated
Damages

Application
:
A
pplication
accessed by
users at
the
School

Liquidated Damages:

If School Application availabil
ity is
greater than and Equal to 99% in Prime Business Hours and if
School

Application availability is greater than and equal to 95%
in Extended Service Level Hours, then no penalty to be levied
on Quarterly Guaranteed Revenue.

98%<=
AP<99%

0.5% of
QGR

9
4%<=
AE<95%

0.25% of QGR

Liquidated Damages:

If School Application availability is
equal
or more
than 98% but Less than 99% in Prime Business Hours,
then the liquidated damages
will
be 0.5% of Quarterly
Guaranteed Revenue and if School Application availa
bility is
equal or more than
94% but Less than 95% in Extended Service
Level Hours, then the liquidated damages
will
be 0.25% of
Quarterly Guaranteed Revenue.

97%<=
AP<98%

Additional
1% of QGR

93%<=
AE<94%

Additional 0.5% of
QGR

Liquidated Damages

If S
chool Application availability
is equal
or more than

97% but Less than 98% in Prime Business Hours,
then the liquidated damages
will
be 1
.5
% of Quarterly
Guarantee Revenue and if School Application availability
is
equal or more than

93% but Less than 94% i
n Extended Service
Level Hours, then the liquidated damages
will

be
0
.
75
% of
Quarterly Guaranteed Revenue.

95%<=
AP<97%

Additional
2% of QGR
for every
%age

90%<=
AE<93%

Additional 1% of
QGR for every
%age

Liquidated Damages

If School Application availa
bility
is equal
or more than
95% but Less than 97% in Prime Business Hours,
then the liquidated damages
will

be
equal to total of 1.5% plus
additional 2% for every percentage failure
,

Quarterly Guarantee
Revenue and if School Application availability is
eq
ual to more
of
greater than 90% but Less than 93% in Extended Service Level
Hours, then the liquidated damages
will be equal to total of
0.75% plus additional
1%
for every percentage failure,
of
Quarterly Guaranteed Revenue.

75%<=
AP<95%

Additional
2.5%
of
QGR for
every %age

70%<=
AE<90%

Additional 1.25%
of QGR for every
%age

-

25

-

Application

Availability
during PBH
(AP)

Liquidated
Damages

Availability
during ESH
(AE)

Liquidated
Damages

Liquidated Damages

If School Application availability is equal
or more than 75% but Less than 95% in Prime Business Hours,
then the liquidated damages will be equal to total of 5.5
% plus
additional 2.5% for every percentage failure, Quarterly
Guarantee Revenue and if School Application availability is
equal to more of greater than 70% but Less than 90% in
Extended Service Level Hours, then the liquidated damages will
be equal to tot
al of 3.75% plus additional 1.25% for every
percentage failure,
of Quarterly Guaranteed Revenue
.

AP < 75%

No payment

AE<70%

No payment


Liquidated Damages

If School Application availability is less
than 75% in Prime Business Hours, then no payment
shall

be
made

and if School Application availability is less than 70% in
Extended Service Level Hours, then no payment
shall

be made
.


Table 3: Penalties related to Problem Resolution


Sr.
No.

Service Level
Definition at
all Project
Locations

Problem Level

Mea
surement
& Reporting

Liquidated Damage (%
of Quarterly
Guaranteed Revenue)

For Delay
in
Response

For Delay
in
Resolution

1

Severity 1

Problem
affecting
transaction
processing

Monitored
daily,
reported
monthly

.005% per
problem
reported

.001% per
del
ay per
problem
reported

Liquidated Damages:
If there is a problem which does not allow any
transaction to take place and if there is a delay in response from
implementing agency then .005% of the Quarterly Guaranteed Revenue
will be the liquidated damage

per such problem reported AND/OR if the
problem is not resolved within the specified time then .001% of the
Quarterly Guaranteed Revenue will be the liquidated damage per such
occurrence

2

Severity 2

Problem
affecting
anything other
than
transaction
proc
essing

Monitored
daily,
reported
monthly

.004% per
problem
reported

.001% per
delay per
hour per
problem
reported

-

26

-

Liquidated Damages:
If there is a problem which is not related to any
transaction processing and if there is a delay in response from
implem
enting agency then .004% of the Quarterly Guaranteed Revenue
will be the liquidated damage per such problem reported AND/OR if the
problem is not resolved within the specified time then .001% of the
Quarterly Guaranteed Revenue for every hour delay on the
problem
reported will be the liquidated damage per such occurrence

3

Severity 3

No impact to
service

Monitored
daily,
reported
monthly

.002% per
problem
reported

.001% per
delay per
hour per
problem
reported

Liquidated Damages:
If there is a problem whi
ch has no impact on
operations of system and if there is a delay in response from
implementing agency then .002% of the Quarterly Guaranteed Revenue
will be the liquidated damage per such problem reported AND/OR if the
problem is not resolved within the sp
ecified time then .001% of the
Quarterly Guaranteed Revenue for every hour delay on the problem
reported will be the liquidated damage per such occurrence


Table 4: Miscellaneous Penalties


Sr.
No
.

Service Level Parameter

Service
Level
Measureme
nt

Service

Level
Target

Liquidated
Damages (%
of Quarterly
Guaranteed
Revenue)

1

Mistakes in Database

No of
Records /
day

NIL

.002% per
wrong record
entered

Liquidated Damages:
If there is any wrong data entry then .002% of the
Quarterly Guaranteed Revenue
will be the liquidated damage on every
wrong record entered.

2

Finger Print Scanner
Defects rectification

In Days

1 Day

.004% for
every day
delay

Liquidated Damages:
If there is a delay in resolving any problem related
to finger print scanner then .004%

of the Quarterly Guaranteed Revenue
will be the liquidated damage for every day delay to rectify the same.

3

Enrollment Failure Rate

No. of
enrollees

0.10%

.005% for
every failure
for enrollment

Liquidated Damages:
If the implementation agency is not a
ble to enroll
99.9% enrollable people then .005% of the Quarterly Guaranteed Revenue
will be the liquidated damage on every failure to enroll less than 99.9%.

-

27

-

4

Time for recording
attendance of all users at
one location

Time

15 minutes,
excluding idle
tim
e

.002% for
every 5
minutes of
delay

Liquidated Damages:
If the total time taken (excluding idle time) to
capture attendance is more than 15 minutes then .002% of the Quarterly
Guaranteed Revenue will be the liquidated damage for every delay of five
minu
tes.

5

Daily Data transfer

In hours

Within 18
hours of the
end of day

.002% for
every day
delay

Liquidated Damages:
If the data transfer from one location does not take
place within 18 hours of the end of the day then .002% of the Quarterly
Guaranteed R
evenue will be the liquidated damage for every day delay of
such occurrence.

6

Uptime of Hardware
(Servers & other
hardware)

Time

99%

.005% for
every percent
failure


Liquidated Damages:
If the data transfer from one location does not take
place within 1
8 hours of the end of the day then .002% of the Quarterly
Guaranteed Revenue will be the liquidated damage for every day delay of
such occurrence.

7

Rejection rate while
recording attendance
during a calendar month

Percentage

<.01%

.002% for
every percent

failure

Liquidated Damages:
If the rejection rate of people who are already
enrolled is more than .01% then .002% of the Quarterly Guaranteed
Revenue will be the liquidated damage for every percent failure of such
occurrence.

8

Time for Re
-
enrollment
o
f students every year

In Days

Within 30 days
of
commencemen
t of school
session

.005% for
every day
delay

Liquidated Damages:
If the re
-
enrollment of users is not completed
within 30 days of the start of school session then .005% of the Quarterly
Guarante
ed Revenue will be the liquidated damage for every day delay of
such occurrence.

9

Maximum permitted
time gap for two
consecutive school visits

In Days

30 days

.004% for
every day
delay

Liquidated Damages:
If the implementing agency person does not vi
sit
the school within 30 days then .004% of the Quarterly Guaranteed
Revenue will be the liquidated damage for every day delay of such
-

28

-

occurrence.

10

Time for enrollment of
students/teacher/admini
strative staff

In Days

Within 30 Days
of joining the
school

.005% for
every day
delay

Liquidated Damages:
If the enrollment of users is not completed within
30 days of their joining then .005% of the Quarterly Guaranteed Revenue
will be the liquidated damage for every day delay of such occurrence.

11

Time for
r
emoval/blocking of
students/teacher/admini
strative staff

In Days

Within 30 Days
of leaving the
school

.005% for
every day
delay

Liquidated Damages:
If the de
-
enrollment of users is not completed
within 30 days of their leaving then .005% of the Quarterl
y Guaranteed
Revenue will be the liquidated damage for every day delay of such
occurrence.

12

Time for deployment of
additional required
resources

In Days

Within 30 Days
of requirement
notification by
Go
vernment of
G
ujarat

.004% for
every day
delay

Liqu
idated Damages:
If the implementing agency does not deploy
additional staff within 30 days of the requirement notice then .004% of the
Quarterly Guaranteed Revenue will be the liquidated damage for every
day delay of such occurrence.