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  National Institute Of Technology, Ashok Rajpath, Patna
 National Backward Classes Finance & Development Corporation, Kranti Marg, New Delhi
 National Institute Of Technology, Ashok Rajpath, Patna
 India Infrastructure Finance Company Limited, New Delhi
 SJVN Thermal Pvt. Limited, Buxar, Bihar
 College of Agricultural Banking, RBI, Pune, Maharashtra
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 Gas Authority Of India Limited, Jaipur, Rajasthan
  Small Industries Development Bank of India, Lucknow, Uttar Pradesh
  Official Liquidator, High Court of Gujarat
  Department Of Urban Local Bodies Faridabad, Panchkula, Haryana
 Bidhannagar Municipal Corporation, West Bengal
 Lakshadweep Development Corporation Ltd, Panampilly Nagar, Kochi
  Official Liquidator, High Court of Gujarat
 Official Liquidator, High Court of Gujarat

Department Of Urban Local Bodies Faridabad, Panchkula, Haryana
October, 04th 2019
                  GOVERNMENT OF HARYANA
             DIRECTORATE OF URBAN LOCAL BODIES


Request for proposal for Selection of Comptroller and Auditor General (CAG) empanelled
Chartered Accountant Firms for Implementation of Accrual Based Double Entry Accounting
System (ABDEAS) in all the Municipal Corporations / Councils / Committees of Faridabad
Cluster of HARYANA

                               Request for Proposal
     NIT No.1/REFORM(ABDEAS)/IT/DULB/2019 15/09/2019
     Sale/Download of RFP document                15/09/2019 to 13/11/2019
     Pre-Bid Meeting                              10/10/2019
     Submission of Proposal document              15/09/2019 to 13/11/2019
     Opening of Proposals                         13/11/2019



                  Volume III: Master Service Agreement




                                   Released by

                   Directorate of Urban Local Bodies, Haryana
                    Bays 11-14, Sector-4, Panchkula, Haryana
                         Phone: 0172-2570020, 2570119
              Fax No. 0172- 2570021 E-Mail: itdulbhry@gmail.com,

                        Website: www.ulbharyana.gov.in
     RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                            Cluster, Haryana

     1.1. Table of Contents
Disclaimer...............................................................................................................................................7
MASTER SERVICE AGREEMENT .....................................................................................................8
A.     General Conditions of Contract (GCC) .................................................................................11
1.     Definitions and Interpretation..................................................................................................11
2.     Conditions Precedent & Effective Date ................................................................................16
3.     Scope of Work and Provision of the Services & Deliverables .......................................18
4.     Management Phase....................................................................................................................19
5.     Approvals and Required Consents .......................................................................................19
6.     Service Level Agreement .........................................................................................................20
7.     Term and Duration of the Agreement ...................................................................................20
     7.1.       Timelines/Deliverables: ......................................................................................................21
8.     Change Management Process ................................................................................................23
9.     Final Service Level Agreement (SLA), Acceptance & Certification ..............................23
10. Obligations ...................................................................................................................................24
10.1. Obligations of Directorate of Urban Local Bodies (DULB) and respective Urban
    Local Bodies ................................................................................................................................24
10.2.       Obligations of the Selected Agency ................................................................................25
10.3. Access to locations of respective Urban Local Bodies and Directorate of Urban
    Local Bodies (DULB) .................................................................................................................27
10.4.       Coordination for enabling installation of Accounting Application ..........................27
10.5.       Reporting Progress ..............................................................................................................28
10.6.       Project Plan ............................................................................................................................29
11. Payments ......................................................................................................................................30
12. Taxes .............................................................................................................................................34
13. Warranty........................................................................................................................................36
13.1.       Implied Warranty ...................................................................................................................36
14. Conflict of interest......................................................................................................................36
15. Commencement and Completion of Agreement ................................................................36
16. Exit Management ........................................................................................................................36
17. Force Majeure ..............................................................................................................................37
18. Insurance Cover..........................................................................................................................39
18.1.       Obligation to maintain insurance .....................................................................................39
18.2.       Certificates of currency .......................................................................................................39
18.3.       Non-compliance ....................................................................................................................39
19. Transfer of Ownership ..............................................................................................................40

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   RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                          Cluster, Haryana

B. Special Conditions of Contract (SCC) ..................................................................................41
20. Performance Bank Guarantee (PBG) ....................................................................................41
21 Advance Bank Guarantee ........................................................................................................42
22 Liquidated Damages ..................................................................................................................43
23 Events of Default ........................................................................................................................43
23.1.       Defaults by Selected Agency .............................................................................................43
23.2.       Default by Directorate of Urban Local Bodies and Urban Local Bodies ................44
24 Consequences of Event of Default ........................................................................................44
25. Termination ..................................................................................................................................45
26. Consequence of Termination ..................................................................................................46
27. Representation & Warranties ..................................................................................................47
27.1.       Representations and warranties of the Selected Agency ..........................................47
27.2. Representations and warranties of the Directorate of Urban Local Bodies
    (DULB) or its nominated agencies .........................................................................................48
28. Use of Assets by the Selected Agency.................................................................................50
29. Security & Safety ........................................................................................................................51
30. Indemnification & Limitation of Liability ..............................................................................51
31. Confidentiality .............................................................................................................................53
32. Audit, Access & Reporting.......................................................................................................54
33. Governing Laws & Jurisdiction ..............................................................................................54
34. Miscellaneous..............................................................................................................................55
34.1.       Personnel ................................................................................................................................55
34.2.       Sub-Contractors ....................................................................................................................56
34.3.       Joint Venture and Consortium ..........................................................................................56
34.4.       Assignment ............................................................................................................................56
34.5.       Trademarks & Publicity .......................................................................................................56
34.6.       Notices .....................................................................................................................................57
34.7.       Amendment ............................................................................................................................57
34.8.       Severability & Waiver ...........................................................................................................57
34.9.       Compliance with Applicable Law......................................................................................58
34.10.         Entire Agreement ..............................................................................................................59
34.11.         No Claim Certificate .........................................................................................................59
34.12.         Place of Service .................................................................................................................59
35. Dispute Resolution ....................................................................................................................60
36. Settlement of Dispute ................................................................................................................60
   36.1.       Amicable settlement............................................................................................................60
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  RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                         Cluster, Haryana

   36.2.     Arbitration .............................................................................................................................60
   36.3.     Place of Arbitration ..............................................................................................................61
   36.4.     Enforcement of Award ........................................................................................................61
   36.5.     Jurisdiction ...........................................................................................................................61
37. Schedule ­ I: Project Cost & Process of release of Payment .........................................63
   37.1.     Total Cost of Project ...........................................................................................................63
   37.4.     Process of release of payment to Selected Agency ......................................................64
   37.5.     Financial Matters .................................................................................................................64
   37.6.     Invoicing and Settlement ....................................................................................................66
   37.7.     Professional Fees ...............................................................................................................66
38. Schedule ­ II: Change Management Process .....................................................................67
   38.1.     Change Orders/Alteration/Variation .................................................................................67
   38.2.     Conditions for Change Order ............................................................................................68
   38.3.     Procedures for Change Order ...........................................................................................68
   38.4.     Change Control Note ("CCN") ...........................................................................................70
   38.5.     Conditions for revised work / change order ....................................................................71
   38.6.     Proposed Categories of Change ......................................................................................71
   38.7.     Quotation ..............................................................................................................................71
   38.8.     Obligations ...........................................................................................................................71
39. Schedule ­ III: Audit, Access and Reporting ......................................................................72
   39.1.     Purpose.................................................................................................................................72
   39.2.     Audit Notice and Timing .....................................................................................................72
   39.3.     Access...................................................................................................................................73
   39.4.     Audit Rights ..........................................................................................................................73
   39.5.     Action and Review ..............................................................................................................74
   39.6.     Records and Information ....................................................................................................74
40. Schedule IV: Governance Schedule ......................................................................................75
   40.1.     Purpose.................................................................................................................................75
   40.2. Governance Structure ........................................................................................................75
   40.2.1.  Steering Committee ........................................................................................ 75
    40.2.2.         Project Monitoring Committee (PMC) ............................................................. 76
   40.3.     Governance Procedures ....................................................................................................78
   40.4.     Escalation Procedure for Issue Resolution .....................................................................79
41. Schedule ­ V: Service Level Agreement ..............................................................................80
   41.1.     Purpose of the Service Level Agreement (SLA) ............................................................80
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   RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                          Cluster, Haryana

   41.2.       Definitions .............................................................................................................................81
   41.3.       Description of Services Provided ......................................................................................82
   41.4.       Breach Clause .....................................................................................................................82
   41.5.       SLA Monitoring ....................................................................................................................83
   41.6.       Error Definitions: ..................................................................................................................87
   41.7.       Issue Management Procedures ........................................................................................88
   41.8.       SLA Change Control ...........................................................................................................89
   41.9.       Responsibilities of the Parties with respect to Service Level Agreement (SLA) .......90
   41.10.          Penalties ...........................................................................................................................90
   41.11.          Quality Standards............................................................................................................91
   41.12.          Corrupt Practices.............................................................................................................91
   41.13.          Management Escalation Procedures & Contact Map ................................................91
   41.14.          Escalation Procedure .....................................................................................................92
   41.15.          Contact Map .....................................................................................................................92
   41.16.          Notes .................................................................................................................................94
42. Schedule ­ VI: Exit Management Schedule .........................................................................95
   42.1.       Purpose.................................................................................................................................95
   42.2.       Transfer of Assets ...............................................................................................................95
   42.3.       Cooperation and Provision of Information .......................................................................96
   42.4.       Confidential Information, Security and Data ...................................................................96
   42.5.       Employees ............................................................................................................................97
   42.6.       Transfer of Certain Agreements........................................................................................97
   42.7.       Rights of Access to Premises............................................................................................98
   42.8. General Obligations of the Implementation Agency/Selected Agency/ Selected
   Agency ...............................................................................................................................................98
   42.9.       Exit Management Plan .......................................................................................................99
43. Schedule ­ VII: Sign-Off Format ...........................................................................................100




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RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                       Cluster, Haryana




                       * This page has been left blank intentionally




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   RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                          Cluster, Haryana

Disclaimer

   1. This Request for Proposal ("RFP") is issued by Directorate of Urban Local Bodies,
      Haryana (DULB).
   2. The information contained in this Request for Proposal ("RFP") or subsequently provided
      to Bidders, whether verbally or in documentary or any other form by or on behalf of
      Directorate of Urban Local Bodies (DULB) or any of its employees or advisors, is provided
      to Bidders on the terms and conditions set out in this RFP and all other terms and
      conditions subject to which such information is provided.
   3. This Request for Proposal ("RFP") is not a contract and is neither an offer nor invitation
      by Directorate of Urban Local Bodies (DULB) to the prospective Bidders or any other
      person. Whilst the information in this Request for Proposal ("RFP") has been prepared in
      good faith, it is not and does not purport to be comprehensive or to have been
      independently verified. Neither Directorate of Urban Local Bodies (DULB), nor any of its
      officers or employees, nor any of their advisors nor consultants accept any liability or
      responsibility for the accuracy, reasonableness or completeness of, or for any errors,
      omissions or misstatements in the information or makes any representation or warranty,
      express or implied, with respect to the information contained in this Request for Proposal
      ("RFP") or on which this Request for Proposal ("RFP") is based or with respect to any
      written or oral information made or to be made available to any of the recipients or their
      professional advisors and, so far as permitted by law and liability therefore is hereby
      expressly disclaimed.
   4. The purpose of this Request for Proposal ("RFP") is to provide the Bidder(s) with
      information that may be useful to them in the formulation of their Proposals in pursuant
      to this Request for Proposal ("RFP"). The information contained in this Request for
      Proposal ("RFP") is selective and is subject to updating, expansion, revision and
      amendment at the sole discretion of Directorate of Urban Local Bodies (DULB). This
      Request for Proposal ("RFP") document is not exhaustive and does not purport to contain
      all the information that a Bidder may require for the purpose of making a decision for
      participation in this bidding process. Neither Directorate of Urban Local Bodies (DULB)
      nor any of its officers, employees nor any of its advisors nor consultants undertakes to
      provide any Bidder with access to any additional information or to update the information
      in this Request for Proposal ("RFP") or to correct any inaccuracies therein which may
      become apparent. Each Bidder should conduct its own analysis of the information
      contained in this Request for Proposal ("RFP"), to correct any inaccuracies therein and
      is advised to carry out its own investigations in the project, the regulatory regime which
      applies thereto and by and all matters pertinent to Directorate of Urban Local Bodies
      (DULB) and to seek its own professional advice on the legal, financial and regulatory
      consequences of entering into an agreement or arrangement relating to the project.
   5. Directorate of Urban Local Bodies (DULB)accepts no liability of any nature whether
      resulting from negligence or otherwise however caused arising from reliance of any
      Bidder upon the statements contained in this Request for Proposal ("RFP").



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   RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                          Cluster, Haryana

MASTER SERVICE AGREEMENT



This Master Service Agreement (herein after "MSA") is made on this day of _____ 2019
("Effective Date") by and between:



Directorate of Urban Local Bodies, Haryana, having its registered office at Bays No. 11-14,
Sector-4, Panchkula (hereinafter referred to as the `Directorate of Urban Local Bodies
(DULB)'/ `Client' which expression shall, unless excluded by, or repugnant to the context shall
mean and include its successors-in office and assigns) of the FIRST PART;

      AND
___________________________, Sole Proprietorship Firm/ Partnership firm registered under
Indian Partnership Act, 1932 or Amended/ Limited Liability Partnership Firm registered under the
Limited    Lability   Partnership    Act,     2008     having      its   registered     office   at
___________________________________(hereinafter referred to as "Selected Agency",
which term or expression shall, unless excluded by or repugnant to the subject or context shall
mean and include its successors-in-office and assigns), of the SECOND PART. Each of the
parties mentioned above are collectively referred to as the `Parties' and individually as a `Party'.



WHEREAS:



   A. The Directorate of Urban Local Bodies, Haryana issued the Request for Proposal
      (RFP)) inviting bids for the purpose of "Selection of Comptroller and Auditor General
      (CAG) Empanelled Chartered Accountant (CA) Firms to provide the services for
      implementation of accrual based double entry accounting system with training and
      handholding support to Urban Local Bodies Staff "across urban local bodies in
      FARIDABAD Cluster, Haryana;
   B. The Selected Agency, being desirous of executing the works contained under the
      Request for Proposal (RFP), submitted its technical and commercial bids on
      _____________________ to the Directorate of Urban Local Bodies, Haryana;

   C. The Client has pursuant to the submission of technical and commercial bids of the
      Bidder awarded the works under the Request for Proposal (RFP) to the Successful
      Bidder (Here is called Selected Agency) vide the Letter of Intent (LoI);

   D. The Client has further issued the work order dated __________________ bearing
      reference number ________________ in favour of the Selected Agency;

   E. The Selected Agency has for the purpose of carrying out the works envisaged in this
      Agreement, furnished performance bank guarantee to the Directorate of Urban Local
                                                                                                  8
RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                       Cluster, Haryana

   Bodies (DULB) ____________

F. The Selected Agency is very well aware that the whole Project is to be completed
   according to the terms and conditions mentioned in the Request for Proposal (RFP)
   document, where the Selected Agency shall complete the works for the period specified
   in request for proposal Volume -II as divided in the following stages-
     a. Survey & listing out fixed Assets & inventory;
     b. Up to date Books of accounts, entered all transaction in selected software
     c. Preparation of Balance Sheet (Including transition period Balance Sheet), Receipt
         & Payment Account, Income & Expenditure Account, etc. with all schedules.
     d. Training and Handholding support to Urban Local Bodies (ULBs)
G. The Parties, superseding the remaining conditions precedent to the execution of this
   Agreement, now wish to enter into this Agreement (as defined below) to govern the
   manner and terms under which the Service Provider shall implement accrual based
   double entry accounting systems with handholding support in all the Municipal
   Corporations / Councils / Committees of Faridabad Cluster and deliver related services
   to the Directorate of Urban Local Bodies (DULB) specified under this Agreement in
   accordance with the roles and responsibilities of the Bidder firms, Directorate of Urban
   Local Bodies (DULB) or their nominated agencies.




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   RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                          Cluster, Haryana

NOW THEREFORE THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND
BETWEEN THE PARTIES HERETO AS FOLLOWS:


a. The Client has accepted the tender of Selected Agency for the provision and execution of
   the said works for the sum of Indian Rupee (INR) ______________________________,
   including all taxes and levies as applicable under respective statues, prevailing from time to
   time upon the terms laid out in this Request for Proposal (RFP).
b. Selected Agency hereby agrees to provide Services to Client, conforming to the specified
   Service Levels and conditions set out hereunder.
c. The following documents attached hereto shall be deemed to form an integral part of this
   Contract:


 Complete Request         for   Proposal     (RFP)
 Document
 The Selected Agency Technical & Financial
 Proposal
 The Client's Letter of Intent dated ______

 The Negotiation offer Letter (If Any)

 The Client's Work order dated



d. The mutual rights and obligations of the "Client" and Selected Agency shall be as set forth in
   the Contract, in particular:
       ·   Selected Agency shall carry out and complete the Services in accordance with the
           provisions of the Contract; and
       ·   The "Client" shall make payments to Selected Agency in accordance with the
           provisions of the Contract.


In pursuance of the Work Order, the parties have agreed to enter into this Agreement now
therefore, the parties hereto hereby agree as follows:




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    RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                           Cluster, Haryana

 A. General Conditions of Contract (GCC)
1.  Definitions and Interpretation


1. 1.    Definitions
         The words and expressions beginning with capital letters and defined in this Master
         Service Agreement shall, unless the context otherwise requires, have the meaning
         hereinafter respectively assigned to them:

        1.1.1.    "Adverse Effect" shall mean material impact -on:
                 (a) the ability of the Selected Agency to exercise any of its rights or
                     perform/discharge any of its duties/obligations under and in accordance with
                     the provisions of this Agreement and/or
                 (b) the legal validity, binding nature or enforceability of this Agreement;
        1.1.2. "Agreement" / "Master Service Agreement (MSA)" means this master service
             agreement and the Service Level Agreement (SLA) (as defined below), including its
             Schedules, entered into by and between the Parties. In the event of a conflict between
             the body of the Agreement and the Schedules, the terms inscribed in the body of the
             Agreement shall prevail;
        1.1.3. "Annexures" means any of the annexures, appendices, supplements or
             documents annexed to this Agreement and as amended from time to time;
        1.1.4. "Affiliate" means, with respect to any Party, any other entity that, directly or
             indirectly: (a) Controls such Party; (b) is Controlled by such Party; (c) is Controlled by
             the same person who, directly or indirectly, Controls such Party; and "Control" with
             respect to any person, shall mean: (a) 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 ownership of voting share capital, by agreement or otherwise or
             the power to elect more than one-half of the directors, partners or other individuals
             exercising similar authority with respect to such person; (b) the possession, directly
             or indirectly, of a voting interest of more than 50%; and the terms "Controlling" and
             "Controlled by" shall be construed accordingly.
        1.1.5. "Applicable Law(s)" shall mean any statute, law, ordinance, notification, rule,
             regulation, judgment, order, decree, bye-law, approval, directive, guideline, policy,
             requirement or other governmental restriction or any similar form of decision
             applicable to the relevant Party and as may be in effect on the Execution Date of this
             Agreement and during the subsistence thereof, applicable to the Project (as defined
             below);
        1.1.6. "Bid(s)" Offer by the Bidder to fulfil the requirement of the client for an agreed
             price. It shall be a comprehensive technical and commercial response to the RFP
             dated -------;
        1.1.7. "Confidential Information" means all information of the Parties including
             Directorate of Urban Local Bodies (DULB) and their nominated agencies' data and
             Selected Agency's data (whether in written, oral, electronic or other format) which
             relates to the technical, financial and business affairs, dealers, suppliers, products,
             developments, operations, processes, data, trade secrets, design rights, know-how,
                                                                                                 11
RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                       Cluster, Haryana

       plans, budgets and personnel of each Party and its affiliates which is disclosed to or
       otherwise learned by the other Party in the course of or in connection with this
       Agreement (including without limitation such information received during negotiations,
       location visits and meetings in connection with this Agreement);
  1.1.8. "Appointed Date" means the date of signing of this Concession Agreement;
  1.1.9. "Assignment" means the work assigned by the Client to the Selected Agency in
       pursuance of this Agreement and to be performed by the Selected Agency in
       accordance with the terms hereof;
  1.1.10. "Deliverable(s)" means the services agreed to be delivered by the Selected
       Agency in pursuance of this Master Service Agreement and Request for Proposals
       (RFPs) for implementation of Accrual based double entry accounting systems across
       the Urban Local Bodies of Faridabad Cluster of Haryana
  1.1.11. "Letter of Intent" or "LoI" means the formal letter notifying award of tender by
       Directorate of Urban Local Bodies (DULB) in favour of the Selected Agency
  1.1.12. "Person" includes a natural person, company, society, a partnership firm, trust
       or any other entity or organization or other body whatsoever;
  1.1.13. "Project" means project for Implementation of accrual based double entry
       accounting systems with training and handholding support in all the Municipal
       Corporations / Councils / Committees of Faridabad Cluster;
  1.1.14. "Project Implementation Phase" shall mean the period commencing from the
       Effective Date of the Agreement to the date of final acceptance & certification as set
       out in this Agreement;
  1.1.15. "Request for Proposal (RFP)" means request for proposal bearing reference
       no: _________________ dated ________________ issued by the Directorate of
       Urban Local Bodies (DULB),
  1.1.16. "Services" means the services to be delivered to Directorate of Urban Local
       Bodies (DULB) in relation to the Project, as specified in the scope of work in volume
       II of Request for Proposal (RFP)
  1.1.17. "Service Level" means the level of Services and other performance criteria which
       shall apply to the Services and as set out in the Service Level Agreement (SLA) (as
       defined below);
  1.1.18. "SLA" or "Service Level Agreement" Performance and Maintenance Service
       Level Agreement executed as part of this Master Service Agreement;
  1.1.19. "Stakeholders" shall include the Persons as inscribed in the Request for
       Proposal (RFP);
  1.1.20. "Total Contract Value" means the value specified in the Letter of Intent (LoI),
       subject to such addition thereto or deduction there from as may be made under the
       provisions hereinafter contained;
  1.1.21. "Accounting Year" means the financial year commencing on 1st April in each
       year and ending on 31st March in the next year;
  1.1.22. "Client" means the Directorate of Urban Local Bodies (ULB), Haryana and
       described in the recitals of this Agreement;


                                                                                               12
RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                       Cluster, Haryana

  1.1.23. "Effective Date" means the date on which this Agreement comes into force and
       effect pursuant to Clause;

  1.1.24. "Government" means the Government for the State of Haryana;

  1.1.25. "Local Currency" means the Indian Rupee;

  1.1.26. "Party" means the Client or the Selected Agency, as the case may be, and
       Parties means both of them;

  1.1.27. "Personnel" mean persons including Key Personnel, assigned/ deputed by the
       Selected Agency for performance of the Services or any part thereof.

  1.1.28. "Professional Fee" means the fee/ amount payable to the Selected Agency by
       the Client for performance of the Services by the Selected Agency as per the payment
       schedule specified in this Master Service Agreement.

  1.1.29. "Selected Agency" means the consulting firm selected by the Client to provide
       the Services under this Agreement and is described in the recitals of this Agreement;

  1.1.30. "C.A Firm" means chartered accountant firm within the meaning of Chartered
       Accountant Act 1949.

  1.1.31. "CAG Empanelled": means Comptroller and Auditor General of India, an
       authority which is established under Article 148 of the constitution of India

  All terms and words not defined herein shall, unless the context otherwise requires, have
  the meaning assigned to them in the Request for Proposal (RFP) & Corrigendum for
  selection of Selected Agency.




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    RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                           Cluster, Haryana

1. 2.   Interpretation
    In this Agreement, unless otherwise specified:

    1.2.1  Where the context so requires, words importing the singular shall also mean the
           plural and vice versa.
    1.2.2 Words importing the masculine gender shall also include the feminine gender.
    1.2.3 References to any statute or statutory provision include a reference to that statute
           or statutory provision as from time to time amended, extended, re-enacted or
           consolidated and to all statutory instruments made pursuant to it.
    1.2.4 Unless otherwise expressly stated, the words "herein", "hereof", "hereunder" and
           similar words refer to this Agreement as a whole and not to any particular Clause or
           Schedule. The words "include" and "including" shall not be construed as terms of
           limitation. The word "day" mean "regular working days of Government" unless
           otherwise stated. The words "writing" and "written" mean "in documented form",
           whether electronic or physical copy, unless otherwise stated.
    1.2.5 The headings and use of bold type in this Agreement are for convenience only and
           shall not affect the interpretation of any provision of this Agreement.
    1.2.6 In case of any ambiguity in the interpretation of any of the Clauses/Schedules in this
           Agreement, the interpretation shall be done as per Dispute Resolution procedure
           outlined in this Agreement
    1.2.7 Any reference to a `day' (including within the phrase `business day') shall mean a
           period of 24 hours running from midnight to midnight
    1.2.8 References to a `business day' shall be construed as a reference to a day (other
           than a Sunday) on which Directorate of Urban Local Bodies (DULB)is generally open
           for business
    1.2.9 A reference to any other document referred to in this Agreement is a reference to
           that other document as amended, varied, novated or supplemented at any time; and
    1.2.10 all headings and titles are inserted for convenience only. They are to be ignored in
           the interpretation of this Agreement.
    1.2.11 Selected Agency (Selected Agency), or Implementation Agency (IA) or successful
           Bidder has been used for the same entity i.e. bidder selected for the project.
    1.2.12 Time shall be of the essence in the performance of the service deliverable by
           Selected Agency, if any time period specified herein is extended, such extended
           time shall also be of the essence of contract.


1. 3.   Measurements and arithmetic conventions
        All measurements and calculations shall be in the metric system and calculations done
        to 2 (two) decimal places, with the third digit of 5 (five) or above being rounded up and
        below 5(five) being rounded down




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    RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                           Cluster, Haryana

1. 4.    Structure

   i.     This Agreement shall operate as a legally binding master services agreement
          specifying the master terms which apply to the Parties under this Agreement and to
          the provision of the Services by the Selected Agency to the Project under the terms of
          this Agreement.

  ii.     In case of any conflict between the Request for Proposal (RFP) and this Agreement,
          the terms of this Agreement shall prevail over the terms of the Request for Proposal
          (RFP). The terms of the Request for Proposal (RFP) shall be read in consonance with
          this Master Service Agreement (MSA) so as to give full force and effect to the intention
          of the terms of this Master Service Agreement (MSA).

1. 5.    Ambiguities within Agreement

         In case of ambiguities or discrepancies within this Agreement, the following principles
         shall apply:

    i.    as between two Clauses of this Agreement, the provisions of a specific clause relevant
          to the issue under consideration shall prevail over those in a general clause;
    ii. as between the provisions of Request for Proposal (RFP) and any corrigenda issued
          thereafter, the provisions of corrigenda shall, to that extent only, prevail over the
          corresponding earlier provision of Request for Proposal (RFP);
   iii. as between the provisions of this Agreement and the Schedules, the Agreement shall
          prevail, save and except as expressly provided otherwise in the Agreement or the
          Schedules.
1. 6. Priority of agreements, Articles and annexures
 1.6.1. This Agreement, and all other agreements and documents forming part of or referred to
        in this Agreement are to be taken as mutually explanatory and unless otherwise
        expressly provided else wherein this Agreement, the priority of this Agreement and other
        documents and agreements forming part hereof or referred to herein shall, in the event
        of any conflict between them, being the following order:
                 i.   this Agreement; and
                ii.   all other agreements and documents forming part hereof or referred to
                      herein;

 1.6.2. Subject to the provisions of Article1.6.1, in case of ambiguities or discrepancies within
        this Agreement, the following shall apply:
                i.   Between two or more Articles of this Agreement, the provisions of a specific
                      Article relevant to the issue under consideration shall prevail over those in
                      other Articles;
                ii.   Between the Articles of this Agreement and the Annexures, the Articles shall
                      prevail;
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      RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                             Cluster, Haryana

                iii.   Between any two Annexures, the Annexure relevant to the issue shall
                       prevail;
                iv.    Between the written description on the Drawings and the Specifications and
                       Standards, the latter shall prevail; and
                 v.    Between any value written in numerals and that in words, the latter shall
                       prevail.


2.     Conditions Precedent & Effective Date

2.1      Provisions to take effect upon fulfilment of Conditions Precedent
         Subject to express terms to the contrary, the rights and obligations under this Agreement
         shall take effect only upon fulfilment of all the Conditions Precedent set out below.
         However, Client or its nominated agencies may at any time at its sole discretion waive
         fully or partially any of the Conditions Precedent for the Implementation Agency.

2.2      Conditions Precedent of the Selected Agency
         The Selected Agency shall be required to fulfil the Conditions Precedent in which is as
         follows:

      a) To provide an unconditional, irrevocable and continuing Performance Security/Guarantee
         for an amount equal to 10% of the contract value of the Project from any Nationalised
         /Scheduled bank in the format prescribed by Client within Fifteen (15) days of receipt of
         Letter of Award/Letter of Intent by the Selected Agency; and
      b) To provide the Client or its nominated agencies or respective Urban Local Bodies certified
         true copies of its constitutional documents and board resolutions authorizing the
         execution, delivery and performance of this Agreement by the Implementation Agency.

2.3      Non-fulfilment of the Selected Agency's Conditions Precedent
      a) In the event that any of the Conditions Precedent of the Selected Agency have not been
         fulfilled within Fifteen (15) days of signing of this Agreement, and the same have not been
         waived fully or partially by Client or its nominated agencies or respective Urban Local
         Bodies, this Agreement shall cease to exist.
      b) In the event that this Agreement fails to come into effect on account of non-fulfilment of
         the Selected Agency's Conditions Precedent, Client or its nominated agencies or
         respective Urban Local Bodies shall not be liable in any manner whatsoever to the
         Selected Agency and the Directorate of Urban Local Bodies (DULB) shall forthwith forfeit
         the Performance Guarantee.
      c) In the event that possession of any of the Client or its nominated agencies or respective
         Urban Local Bodies facilities has been delivered to the Selected Agency are prior to the
         fulfilment of the Conditions Precedent, upon the termination of this Agreement such
         facilities shall immediately revert to Client or its nominated agencies or Urban Local
         Bodies, free and clear from any encumbrances or claims.

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      RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                             Cluster, Haryana




2.4      Authorized Representatives
         2.4.1 Any action required or permitted to be taken, and any document required or
               permitted to be executed, under this Agreement by the Client or the Selected
               Agency, as the case may be taken or executed by the officials specified in this
               Clause.
         2.4.2 The Client may, from time to time, designate one of its officials as the Client
               Representative. Unless otherwise notified, the Client Representative shall be:
               Name: -
               ___________________________________________________________
               Designation:
               _______________________________________________________
               Address:
               __________________________________________________________
               ________________________________________________________________
               Mobile: +91____________________
               E-mail: ______________________________



         2.4.3    The Selected Agency may designate one of its employees as Representative.
                  Unless otherwise notified, the System Integrator Representative shall be:

                 Name: ___________________________________________________________
                 Designation:
                 _______________________________________________________
                 Address:
                 __________________________________________________________
                 _________________________________________________________________
                 Mobile: +91____________________
                 E-mail: ______________________________




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      RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                             Cluster, Haryana

3.         Scope of Work and Provision of the Services & Deliverables


     3.1      The Selected Agency shall provide Services for Implementation of Accrual Based
              double entry accounting systems for all the Municipal Corporations / Councils /
              Committees of Faridabad cluster of Haryana with technical handholding support and
              other related services within the scope mentioned in the Volume II ­ Scope of Work in
              the Request for Proposal (RFP).


     3.2      Directorate of Urban Local Bodies (DULB) and Respective Urban Local Bodies shall
              use the Services and Deliverables in accordance with any instructions or procedures
              as per the acceptance criteria as set out in the Service Level Agreement (SLA) or this
              Agreement or any agreement that may be entered into between the Parties from time
              to time.


     3.3      The Parties hereby agree that any change in the Scope of Work or Deliverables in
              relation to which Services are to be provided by the Selected Agency and or Service
              Level Agreement (SLA) shall only be as per the process agreed upon under Schedule
              V of this Agreement. Where Directorate of Urban Local Bodies (DULB) decides to
              increase the Scope of Work or deliverables specified in this Agreement, in such case,
              Directorate of Urban Local Bodies (DULB), as the case may be, shall offer first right to
              Service Provider to provide such services and / or components at mutually agreed
              prices. In case the Selected Agency refuses to accept such offer, Directorate of Urban
              Local Bodies (DULB), as the case may be, shall have the right to approach a third party
              for the same, without any commercial implication to Selected Agency.


     3.4      During the subsistence of this Mater Service Agreement (MSA), Directorate of Urban
              Local Bodies (DULB) and respective Urban Local Bodies shall not appoint any other
              Person for providing Services in relation to Scope of Work and Deliverables Which
              Selected Agency is obligated to perform under this Mater Service Agreement (MSA).

     3.5      Save for the express terms of the Payment Terms set out as Schedule I under this
              Agreement, Directorate of Urban Local Bodies (DULB) and its users may purchase any
              particular category of services from Selected Agency that may become necessary as
              per the Change Control Schedule set out in Schedule II under this Agreement, without
              the need to go for a separate procurement process.


     3.6      The Selected Agency shall provide Services as per the timelines set out in the Request
              for Proposal (RFP) or as are extended by mutual agreement.




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      RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                             Cluster, Haryana

4.     Management Phase

       The review and management process of the Project shall be carried out in accordance with
       the Governance Schedule (Schedule IV) set out in of this Agreement and shall cover all
       the management aspects of the Project.


5.     Approvals and Required Consents

5.1      The Parties shall co-operate to procure, maintain and observe all relevant regulatory /
         government licenses, clearances, internal clearances, applicable approvals (hereinafter
         the "Approvals") necessary for the Selected Agency to provide the Services.

5.2      Parties shall give each other all co-operation and information reasonably required to meet
         their respective obligations under this Agreement.

5.3      In the event that any approval other than delivery sign-off / completion certificate is not
         obtained from the respective Urban Local Bodies , then the selected agency and the
         Directorate of Urban Local Bodies (DULB) or its nominated agencies will co-operate with
         each other in achieving a reasonable alternative arrangement as soon as reasonably
         practicable for the Directorate of Urban Local Bodies (DULB) or its nominated agencies
         to continue to process its work with as minimal interruption to its business operations as
         is commercially reasonable until such approval is obtained, provided that the selected
         agency shall not be relieved of its obligations to provide the Services and to achieve the
         Service Levels until the approvals are obtained if and to the extent that the Selected
         agency 's obligations are not dependent upon such approvals.

5.4      Except as otherwise provided elsewhere in this Agreement or the Service Level
         Agreement (SLA), each Party ("Providing Party") to this Agreement or to the Service Level
         Agreement (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:

                  i. Does not require material expenditure by the Providing Party to provide the
                     same;
                 ii. Is reasonably required by the Receiving Party in order for it to comply with its
                     obligations under this Agreement or the Service Level Agreement (SLA);
                iii. Cannot be construed to be Confidential Information; and is capable of being
                     provided by the Providing Party.

5.5      Further, each Party agrees to co-operate with the contractors, agents, personnel of the
         other Party as reasonably requested in order to accomplish the purposes of this
         Agreement.


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      RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                             Cluster, Haryana



6.     Service Level Agreement

6.1      The Service Level Agreement (SLA) shall govern the Service Levels for the entire
         Project. The Service Level Agreement (SLA) shall commence from the Effective Date or
         any other mutually agreed date, as the case may be, and shall, unless terminated earlier
         in accordance with the terms of the Mater Service Agreement (MSA), expire on the date
         on which the Master Service Agreement (MSA) expires. The envisaged in Schedule V
         to this Agreement,

6.2      The Service Level Agreement's (SLA's) shall form a part of this Agreement and shall be
         guided by the terms of this Agreement. In case of any conflict between the terms of the
         Service Level Agreement's (SLA's) and this Agreement, the terms of this Agreement
         shall be effective with overriding effect.

6.3      The Parties shall each ensure that the range of the Services under the Service Level
         Agreement (SLA) shall not be increased except with the prior written agreement
         between the Parties in accordance with the change management procedure set out in
         Schedule II of this Agreement.

7.     Term and Duration of the Agreement

        This Agreement shall come into effect on <***> 201- (hereinafter the `Effective Date') and
        shall continue till the date of the completion of implementation of accrual based double
        entry accounting system as defined in the scope of work of Request for Proposals (RFPs)
        Volume -II. Client or its nominated agencies, unless terminated earlier (as per clause xx),
        in which case the contract will get terminated on fulfillment of all obligations mentioned as
        per clause xx and Schedule-VI.
        The Term, for the purposes of any payments to Selected Agency, does not include:

           (a) Any extension arising out of breach of any obligations solely attributable to Selected
               Agency; or

           (b) Unless the implementation of exit management is delayed due to reasons not solely
               attributable to the Selected Agency, time duration for implementation of exit
               management plan.




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  RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                         Cluster, Haryana

7.1.    Timelines/Deliverables:
       The duration of this assignment shall be 24 (Twenty-four) months unless any corrigendum
       issued in this favour, to the Terms of Reference mentioned in request for proposal
       Volume-II. The assignment is output based. The expected outputs/ deliverables for the
       Selected Agency would be as below during the period of assignment:

        SN.                                   Deliverable/output                     Timeline (from
                                                                                     signing date of
                                                                                      Agreement)
          1.        i.   Survey and listing out of moveable and immovable                4 Months
                         Assets, inventory, liabilities, and carrying out
                         valuation of fixed assets & liabilities of Urban Local
                         Bodies as per government notifications/Municipal
                         accounting code.
                ii.      Approval of legacy data listing in the House meeting
                         of elected members of concerned Urban Local
                         Bodies.

               i.        Preparation and approval of Opening Balance Sheet              1 Month
                         of Urban Local Bodies as on 0 1 - 0 4 - 2 0 1 6 including
          2.
                         Income & Expenditure Account & other relevant
                         schedule as per Haryana Municipal Accounts
                         Code/National Municipal Accounts Manual.
               ii.       Handholding support to Urban Local Bodies accounts
                         related staff and upload on the website of concerned
                         Urban Local Body and Directorate of Urban Local
                         Bodies.

          3.   i.        Up to date Books of accounts, entered all transaction          1 Month
                         in selected accounting software, Preparation and
                         approval of Balance Sheet of Urban Local Bodies as
                    i.   on 31-03-2017. Including Income & Expenditure
                         Accounts & other relevant schedule as per Haryana
                         Municipal     Account      Code/National      Municipal
                         Accounts Manual.
                    i.   Handholding      support   to   Urban    Local   Bodies
                         Accounts related staff and upload on the website of
                         concerned Urban Local Body and Directorate of
                         Urban Local Bodies.

                                                                                                 21
RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                       Cluster, Haryana

     SN.                               Deliverable/output                       Timeline (from
                                                                                signing date of
                                                                                  Agreement)
       4.    i.    Up to date Books of accounts, entered all transaction             1 Month
                   in selected accounting software, Preparation and
                   approval of Balance Sheet of Urban Local Bodies as
                   on   31-03-2018.   Including   Income      Expenditure
                   Account & other relevant schedule as per Haryana
                   Municipal   Accounts      Code/National      Municipal
                   Accounts Manual.
             ii.   Handholding     support   to   Urban    Local   Bodies
                   Accounts related staff and upload on the website of
                   concerned Urban Local Bodies and Directorate of
                   Urban Local Bodies.

       5.    i.    Up to date Books of accounts, entered all transaction            1 Months
                   in selected accounting software, Preparation and
                   approval of Balance Sheet of Urban Local Bodies as
                   on 31-03-2019. Including Income Expenditure, A/c &
                   other relevant schedule as per Haryana Municipal
                   Accounts    Code/National      Municipal     Accounts
                   Manual.
              i.   Handholding     support   to   Urban    Local   Bodies
                   Accounts related staff and upload on the website of
                   concerned Urban Local Bodies and Directorate of
                    Urban Local Bodies.
       6.    i.    Training and Handholding support to Urban Local                 14 Months
                   Bodies with day to day accounting entries from the
                   Financial Year 2019-20 to till the exit date of
                   Chartered Accountant Firms.
              i.   All the balance services as per detailed scope
                   mentioned in Request for Proposal Volume -II

       7.    i.    Preparation of     Handholding    Support    Financial            1 Month
                   Statements for the Financial Year 2019-20
            ii.    Approval of Financial Statements and upload on the
                   website of concerned Urban Local Body and
                   Directorate of Urban Local Bodies


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      RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                             Cluster, Haryana

               SN.                             Deliverable/output                       Timeline (from
                                                                                        signing date of
                                                                                          Agreement)
                 8.    i.   Preparation of    Handholding    Support    Financial           1 Month
                            Statements for the Financial Year 2020-21
                      ii.   Approval of Financial Statements and upload on the
                            website of concerned Urban Local Body and
                            Directorate of Urban Local Bodies



8.     Change Management Process

8.1           Change requests in respect of the Master Service Agreement (MSA), the Project
              Implementation Plan, the operation, the Service Level Agreement (SLA), Services,
              Scope of Work, Deliverables and functional requirement specifications shall be upon
              mutual agreement.

8.2           The change management shall be as per Schedule II to this Agreement.

9.     Final Service Level Agreement (SLA), Acceptance & Certification

9.1           The Project shall be governed by the mechanism of final acceptance of Service Level
              Agreement (SLA) to be put into place by the Directorate of Urban Local Bodies (DULB)
              and the Selected Agency. The final Service Level Agreement (SLA) criteria shall lay
              down a set of guidelines to be followed by all Project stakeholders during the Project
              period.

9.2           Final acceptance shall be given on completion of the following:
        i.        Approved Financial Statements available on Urban Local Body/ Directorate of
                  Urban Local Bodies on their portal for all the period specified in the Request for
                  Proposal (RFP)

        ii.       Fixed Assets and Inventory Register are updated as on 31st March 2021 or on the
                  date mutually agreed by both parties till final acceptance of the project (whichever
                  later)

       iii.       Training and Handholding support to Urban Local Bodies Staff for the period
                  specified in the Request for Proposal (RFP)




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      RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                             Cluster, Haryana

10.    Obligations

10.1. Obligations of Directorate of Urban Local Bodies (DULB) and respective Urban
      Local Bodies

        Without prejudice to any other undertakings or obligations of the Directorate of Urban
        Local Bodies (DULB) and respective Urban Local Bodies or its nominated agencies under
        this Agreement, the Directorate of Urban Local Bodies (DULB) and respective Urban
        Local Bodies or its nominated agencies shall perform the following:

         a)         To provide support required by Selected Agency through their personnel for
                    implementation of Accrual Based Double Entry Accounting Systems
                    (ABDEAS) in all the Municipal Corporations / Councils / Committees of
                    Faridabad Cluster of Haryana within the scope mentioned in the Volume II ­
                    Scope of Work of the Request for Proposal (RFP) during the Term of this
                    Agreement;

         b)         To promptly provide all the data, information, approvals, documents, details,
                    personnel and to ensure the prompt delivery of data, information, approvals,
                    documents, details etc. from other Stakeholders of the Project as and when
                    required by the Selected Agency for performance of its Services.

         c)         To make available the details of all the municipal corporation and municipal
                    council/Committee of FARIDABAD Cluster from Directorate of Urban Local
                    Bodies (DULB) for the smooth functioning of the project

         d)         To coordinate amongst each other and between all the divisions of their own
                    offices for providing necessary information for the study and implementation of
                    Accrual Based Double Entry Accounting Systems and other related services
                    mentioned in the Request for Proposal.

         e)         To hold meetings of the steering committee and the project monitoring
                    committee;

         f)         To ensure sign-offs/acceptance and timely responses from the Stakeholders
                    and urban local bodies;

         g)         Coordinate with Selected Agency for conducting workshops for the
                    Stakeholders and other representatives of Urban Local Bodies.

         h)         Issuing the necessary certification including completion certificate with mutually
                    agreed between the Urban Local bodies and Selected Agency for the
                    implementations of project and for other components of the Scope of Work
                    (wherever required).

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   RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                          Cluster, Haryana



      i)         To create internal capacity for execution of the Project after takeover from the
                 Selected Agency after the termination of this Agreement.

      j)         Ensuring the staff members of Urban Local Bodies and other Stakeholders
                 attend the training programs as per the schedule defined by the Selected
                 Agency and agreed upon by respective Urban Local Bodies

      k)         Ensuring the staff members and other Stakeholders including Directorate of
                 Urban Local Bodies (DULB) / Municipal Corporations / Municipal Councils/
                 Committees) provide data, information, replies etc. in a timely manner.

      l)         Performing its obligations under the Request for Proposal (RFP) within the
                 stipulated time and in case of there being no stipulated time, within reasonable
                 time and without any unnecessary delay;

      m)         Selected Agency will, on completion of a milestone, furnish the final deliverable
                 to the respective Urban Local Body. Selected Agency shall also intimate
                 Directorate of Urban Local Bodies (DULB) regarding completion of the
                 milestone and submission of deliverable to respective Urban Local Body.
                 Respective Urban Local Body shall provide its acceptance and/or objection
                 and/or rejection and/or seek clarifications on non-compliance part of such
                 delivery as per the checklist provided by Selected Agency within Fifteen (15)
                 working days after the milestone completion letter submitted by Selected
                 Agency.

      n)         Release of timely payment to Selected Agency on submission of invoices after
                 approval from Project Monitoring Committees (PMC).

      o)         Directorate of Urban Local Bodies and respective Urban Local Bodies shall
                 provide to Selected Agency with only sitting space and basic infrastructure not
                 including, stationery and other consumables at the Urban Local Bodies' office
                 locations.


10.2. Obligations of the Selected Agency

      a)         Selected Agency's obligations shall include all the activities as specified by the
                 Client in the Scope of Work and other sections of the Request for Proposal
                 (RFP) and Contract and changes thereof to enable Directorate of Urban Local
                 Bodies (DULB) and respective Urban Local Bodies to meet the objectives and
                 operational requirements. It shall be Selected Agency's responsibility to ensure
                 the proper and successful implementation, performance and continued


                                                                                                  25
RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                       Cluster, Haryana

              operation of the proposed solution in accordance with and in strict adherence
              to the terms of his Bid, the Tender and this Contract.

   b)         It shall provide to respective Urban Local Bodies or its nominated agencies,
              the Deliverables as agreed between the Parties. It shall also intimate
              Directorate of Urban Local Bodies (DULB) regarding completion of the
              milestone and submission of deliverable to respective Urban Local Body.

   c)         It shall perform the Services as set out in Volume II ­ Scope of Work of Request
              for Proposal (RFP) in a good and workmanlike manner commensurate with
              industry and technical standards which are generally in effect for such projects
              and innovations pursuant thereon similar to those contemplated by this
              Agreement, and so as to comply with the applicable Service Levels set out with
              this Agreement.

   d)         It shall ensure that the Services are being provided as per the Project Timelines
              as set out this Agreement.

   e)         It shall migrate the existing data to the new developed accounting application
              database and preparation of financial statements and reporting with
              handholding support to Urban Local Bodies.

   f)         The Selected Agency shall be responsible for and shall ensure that all activities
              /services are performed in accordance with this Agreement, Scope of Work
              and that the Selected agency 's team complies with such specifications and all
              other standards, terms and other stipulations/conditions set out hereunder.

   g)         Client reserves the right to interview the personnel proposed that shall be
              deployed as part of the project team. If found unsuitable, the Client may reject
              the deployment of the personnel. But ultimate responsibility of the project
              implementation shall lie with Selected Agency.

   h)         The Selected agency shall perform the activities /services and carry out its
              obligations under this Agreement with due diligence, efficiency and economy,
              in accordance with generally accepted accounting policies as per Haryana
              Accounts Code/ National Municipal Accounting Manual. The Selected Agency
              shall always act, in respect of any matter relating to this Agreement, as faithful
              advisors to the respective Urban Local Bodies and Directorate of Urban Local
              Bodies (DULB) and shall, at all times, support and safeguard the respective
              Urban Local Bodies and Directorate of Urban Local Bodies legitimate interests
              in any dealings with third parties




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   RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                          Cluster, Haryana

10.3. Access to locations of respective Urban Local Bodies and Directorate of Urban
      Local Bodies (DULB)

      a)         For so long as the Selected Agency provides services to respective Urban
                 Local Bodies and Directorate of Urban Local Bodies or its nominated agencies
                 from their location, as the case may be, on a non-permanent basis and to the
                 extent necessary, respective Urban Local Bodies and Directorate of Urban
                 Local Bodies as the case may be or its nominated agencies shall, subject to
                 compliance by the Selected Agency with any safety and security guidelines
                 which may be provided by respective Urban Local Bodies and Directorate of
                 Urban Local Bodies as the case may be or its nominated agencies and notified
                 to the Selected Agency in writing, provide the Selected Agency with:

                 a)    Reasonable access, in the same manner granted to respective Urban
                       Local Bodies and Directorate of Urban Local Bodies or its nominated
                       agencies / employees, as the case may be;

                 b)    Reasonable work space, access to office equipment as mutually agreed
                       and other related support services in such location and at any other
                       locations of respective Urban Local Bodies and Directorate of Urban
                       Local Bodies as the case may be location, if any, as may be reasonably
                       necessary for the Selected Agency to perform its obligations hereunder
                       and under the Service Level Agreement (SLA).

      b)         Access to locations, office equipment and services shall be made available to
                 the Selected Agency on an "as is, where is" basis by respective Urban Local
                 Bodies and Directorate of Urban Local Bodies (DULB) as the case may be or
                 its nominated agencies. The Selected Agency agrees to ensure that its
                 employees, agents and contractors shall not use the location, services and
                 equipment referred to in Request for Proposal (RFP) for the following purposes:

                 a)    For the transmission of any material which is defamatory, offensive or
                       abusive or of and obscene or menacing character; or
                 b)    In a manner which constitutes a violation or infringement of the rights of
                       any Person, firm or company (including but not limited to rights of
                       copyright or confidentiality).


10.4. Coordination for enabling installation of Accounting Application

      Selected Agency shall co-ordinate with Directorate of Urban Local Bodies, System
      integrator and Urban Local Bodies to enabling commencement of installation of
      accounting application in the allotted Urban Local Bodies (ULBs) for the purpose specified
      in Request for Proposal


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   RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                          Cluster, Haryana

10.5. Reporting Progress

      a)         Selected Agency shall monitor progress of all the activities related to the
                 execution of this contract and shall submit to the Directorate of Urban Local
                 Bodies and respective Urban Local Bodies, progress reports with reference to
                 all related work, milestones and their progress during the implementation
                 phase.
      b)         Formats for all above mentioned reports and their dissemination mechanism
                 shall be discussed and finalized along with project plan. The Directorate of
                 Urban Local Bodies /Urban Local Bodies on mutual agreement between both
                 parties may change the formats, periodicity and dissemination mechanism for
                 such reports.
      c)         Periodic meetings shall be held between the representatives of the client or
                 Urban Local Bodies and Selected Agency once in every Fifteen (15) days
                 during the initial phase of implementation of accrual based double entry
                 accounting systems in Urban Local Bodies and ensure the progress of
                 implementation. After that the meeting shall be held as an ongoing basis, as
                 desired by client, to discuss the performance of the contract.
      d)         Selected Agency shall ensure that the respective teams involved in the
                 execution of work are part of such meetings.
      e)         Project Monitoring Committee (PMC) shall be formed as defined in Schedule
                 IV ­ Governance Process. This Project Monitoring Committee (PMC) shall
                 meet at intervals, as decided by the Client later, to oversee the progress of the
                 project.
      f)         The Client reserves the right to inspect and monitor/ assess the progress/
                 performance of the work / services at any time during the course of the
                 Contract. The Client may demand and upon such demand being made,
                 Selected Agency shall provide documents, data, material or any other
                 information which the Client/respective urban local body may require, to enable
                 it to assess the progress/ performance of the work / service.
      g)         At any time during the course of the Contract, the Client shall also have the
                 right to conduct, either itself or through another agency as it may deem fit, an
                 audit to monitor the performance by Selected Agency of its obligations/
                 functions in accordance with the standards committed to or required by the
                 Client and Selected Agency undertakes to cooperate with and provide to the
                 Client/ any other agency appointed by the Client, all Documents and other
                 details as may be required by them for this purpose. Such audit shall not
                 include Selected Agency's books of accounts.
      h)         The submission seeking approval by the Client or Client's representative of
                 such plan shall not relieve Selected Agency of any of his duties or
                 responsibilities under the Contract.
      i)         In case during execution of works, the progress falls behind schedule or does
                 not meet the Tender requirements, Selected Agency shall deploy extra

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   RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                          Cluster, Haryana

                 manpower/ resources to make up the progress or to meet the Request for
                 Proposal (RFP) requirements. Plan for deployment of extra man power/
                 resources shall be submitted to the Client for its review and approval. All time
                 and cost effect in this respect shall be borne, by Selected Agency within the
                 contract value.

10.6. Project Plan

      a)         Within Fifteen (15) calendar days of effective date of the Kick-off meeting,
                 Selected Agency shall submit to the Client for its approval a detailed Project
                 Plan as per format provided with details of the project showing the sequence,
                 procedure and method in which Selected Agency proposes to carry out the
                 works. The Plan so submitted by Selected Agency shall conform to the
                 requirements and timelines specified in the Contract. The Client and Selected
                 Agency shall discuss and agree upon the work procedures to be followed for
                 effective execution of the works, which Selected Agency intends to deploy and
                 shall be clearly specified. The Project Plan shall include but not limited to
                 project organization, communication structure, proposed staffing, roles and
                 responsibilities, processes and tool sets to be used for quality assurance,
                 security and confidentiality practices in accordance with industry best
                 practices, project plan and delivery schedule in accordance with the Contract,
                 Risk and Mitigation plan. Approved Project plan shall be intimated to respective
                 Urban Local bodies by the selected Agency.
                 Approval by the Client's Representative of the Project Plan shall not relieve
                 Selected Agency of any of his duties or responsibilities under this Contract.
      b)         If Selected Agency's work plans necessitate a disruption/ shutdown in Client's
                 operation, the plan shall be mutually discussed and developed so as to keep
                 such disruption to the barest unavoidable minimum. Any time and cost arising
                 due to failure of Selected Agency to develop/adhere such a work plan shall be
                 to Selected Agency's account.
      c)         On submission of the project plan by Selected Agency, the Steering
                 Committee/Project Management Unit (PMU) will reply/accept the plan within
                 Fifteen (15) days of submission date,
      d)         Any change in requirement/ process / expectations of Project Monitoring
                 Committees (PMC) / Directorate of Urban Local Bodies (DULB) or any of Urban
                 Local Bodies (ULB) under this Project that may require change in Selected
                 Agency's Process / development work, then in such case, the earlier approved
                 Project Plan shall be updated time to time by Selected Agency and will submit
                 it to Steering committee for approval
      e)         In case, the Steering committee does not issue the Acceptance or do not give
                 a list of compliances to be achieved by Selected Agency within fifteen (15)
                 days from the date of Selected Agency's intimation, then in such case, the
                 deliverable done by Selected Agency will be treated as the "Completed

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      RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                             Cluster, Haryana

                    deliverable as per the agreed scope of work"
         f)         In the event of deemed completion of a milestone, Selected Agency will
                    proceed with the steps for achieving next milestone till completion of the
                    project
11.     Payments






11.1. Payment shall be made Urban Local Body-wise and by the concerned Urban Local
      Bodies as per the terms and conditions set out in the Request for Proposal
11.2. Urban Local Bodies shall make payments to Selected Agency at the times and in the
      manner set out in the Payment schedule as specified in Payment Milestones in Request
      for Proposal (RFP) Volume -I and related corrigendum, if any. Urban Local Bodies shall
      make all efforts to make payments to Selected Agency within forty five (45) days of receipt
      of invoice(s) and all necessary supporting documents.
11.3. All payments agreed to be made by Urban Local Bodies to Selected Agency in
      accordance with the Bid shall be inclusive of all applicable taxes under or in relation to
      this Contract and/or the Services as agreed during contract signing.
11.4. No invoice for extra work/change order on account of change order shall be submitted by
      Selected Agency unless the said extra work /change order has been authorized/approved
      by the Client in writing in accordance with Change Control Note.
11.5. In the event of Client / respective Urban Local Body noticing at any time that any amount
      has been disbursed wrongly to Selected Agency or any other amount is due from
      Selected Agency to the Client / respective Urban Local Body, the Client / respective
      Urban Local Body may without prejudice to its rights recover such amounts by other
      means after notifying Selected Agency or deduct such amount from any payment falling
      due to Selected Agency. The details of such recovery, if any, shall be intimated to
      Selected Agency. Selected Agency shall receive the payment of undisputed amount
      under subsequent invoice for any amount that has been omitted in previous invoice by
      mistake on the part of the Client / respective Urban Local Body or Selected Agency.
11.6. All payments to Selected Agency shall be subject to the deductions of tax at source under
      Income Tax Act, and other taxes and deductions as provided for under any law, rules or
      regulation. All costs, damages or expenses which respective Urban Local Body may have
      paid or incurred, for which under the provisions of the Contract, Selected Agency is liable,
      the same shall be deducted by respective Urban Local Body from any dues to Selected
      Agency. All payments to Selected Agency shall be made after making necessary
      deductions as per terms of the Contract and recoveries towards facilities, if any, provided
      by the respective Urban Local Body to Selected Agency on chargeable basis.
11.7. The following schedule would be followed for payment during the Project implementation
      in line with scope of work:




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RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                       Cluster, Haryana

  S.N.              Deliverable/output                                             Payment
                                                                                 Schedule (%
                                                                                 of Total fees)
      1        i.   Survey and listing out of moveable and immovable                  20%
                    Assets,   inventory,   liabilities,   and   carrying   out
                    valuation of fixed assets & liabilities of Urban Local
                    Bodies as per government notifications/Municipal
                    accounting code.
              ii.   Approval of legacy data listing in the House meeting
                    of elected members of concerned Urban Local
                    Bodies.

               i.   Preparation and approval of Opening Balance Sheet                 10%
                    of Urban Local Bodies as on 0 1 - 0 4 - 2 0 1 6 including
      2
                    Income & Expenditure Account & other relevant
                    schedule as per Haryana Municipal Accounts
                    Code/National Municipal Accounts Manual.
              ii.   Handholding support to Urban Local Bodies accounts
                    related staff and upload on the website of concerned
                    Urban Local Body and Directorate of Urban Local
                    Bodies.

      3        i.   Up to date Books of accounts, entered all transaction             10%
                    in selected accounting software, Preparation and
                    approval of Balance Sheet of Urban Local Bodies as
            iii.    on 31-03-2017. Including Income & Expenditure
                    Accounts & other relevant schedule as per Haryana
                    Municipal Account Code/National Municipal Accounts
                    Manual.
              ii.   Handholding support to Urban Local Bodies Accounts
                    related staff and upload on the website of concerned
                    Urban Local Body and Directorate of Urban Local
                    Bodies.




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RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                       Cluster, Haryana

  S.N.              Deliverable/output                                            Payment
                                                                                Schedule (%
                                                                                of Total fees)
      4      i.    Up to date Books of accounts, entered all transaction              10%
                   in selected accounting software, Preparation and
                   approval of Balance Sheet of Urban Local Bodies as
                   on   31-03-2018.    Including   Income    Expenditure
                   Account & other relevant schedule as per Haryana
                   Municipal     Accounts    Code/National      Municipal
                   Accounts Manual.
             ii.   Handholding support to Urban Local Bodies Accounts
                   related staff and upload on the website of concerned
                   Urban Local Bodies and Directorate of Urban Local
                   Bodies.

      5      i.    Up to date Books of accounts, entered all transaction              10%
                   in selected accounting software, Preparation and
                   approval of Balance Sheet of Urban Local Bodies as
                   on 31-03-2019. Including Income Expenditure, A/c &
                   other relevant schedule as per Haryana Municipal
                   Accounts Code/National Municipal Accounts Manual.
             ii.   Handholding support to Urban Local Bodies Accounts
                   related staff and upload on the website of concerned
                   Urban Local Bodies and Directorate of Urban Local
                   Bodies.

      6      i.    Training and Handholding support to Urban Local                    20%
                   Bodies with day to day accounting entries from the
                   Financial Year 2019-20 to till the exit date of
                   Chartered Accountant Firms.
             ii.   All the balance services as per detailed scope
                   mentioned in Request for Proposal Volume -II

      7      i.    Preparation    of   Handholding   Support    Financial             10%
      3
                   Statements for the Financial Year 2019-20
             ii.   Approval of Financial Statements and upload on the
                   website of concerned Urban Local Body and
                   Directorate of Urban Local Bodies



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   RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                          Cluster, Haryana

     S.N.              Deliverable/output                                            Payment
                                                                                   Schedule (%
                                                                                   of Total fees)
         8      i.    Preparation   of   Handholding    Support    Financial             10%
                      Statements for the Financial Year 2020-21
                ii.   Approval of Financial Statements and upload on the
                      website of concerned Urban Local Body and
                      Directorate of Urban Local Bodies




Note:
 1. Training and Handholding payment shall be made on quarterly basis as per the reports and
    deliverables (workshop, training materials and Attendance Sheet of Participant etc.)
    submitted by the Selected Agency.
 2. Selected Agency is expected to submit their invoice for work undertaken at respective ULBs
    separately.
 3. Payment shall be made by respective ULBs upon verification of work undertaken by the
    Selected Agency.




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   RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                          Cluster, Haryana

12. Taxes
12.1. Selected Agency shall bear all personnel taxes levied or imposed on its personnel, or any
      other member of Selected Agency's Team, etc. on account of payment received under
      this Contract. Selected Agency shall bear all corporate taxes, levied or imposed on
      Selected Agency on account of payments received by it from the Client for the work done
      under this Contract.
12.2. Selected Agency shall bear all taxes and duties etc. levied or imposed on Selected
      Agency under the Contract including but not limited to Goods and Service Tax (GST),
      Sales Tax, Customs duty, Excise duty, Octroi, , Value Added Tax (VAT), Works Contracts
      Tax and all Income Tax levied under Indian Income Tax Act ­ 1961 or any other
      compliance of taxes and amendments thereof during the entire contract period, i.e., on
      account of material supplied and services rendered and payments received by him from
      the respective Urban Local Bodies under the Contract. It shall be the responsibility of
      Selected Agency to submit to the concerned Indian authorities the returns and all other
      connected documents required for this purpose. Selected Agency shall also provide the
      Client / respective Urban Local Bodies such information, as it may be required in regard
      to Selected Agency's details of payment made by the respective Urban Local Bodies
      under the Contract for proper assessment of taxes and duties. The amount of tax withheld
      by the respective Urban Local Bodies shall at all times be in accordance with Indian Tax
      Law and the respective Urban Local Bodies shall promptly furnish to Selected Agency
      original certificates for tax deduction at source and paid to the Tax Authorities.
12.3. Selected Agency agrees that he shall comply with the Indian Income Tax Act in force
      from time to time and pay Indian Income Tax, as may be imposed/ levied on them by the
      Indian Income Tax Authorities, for the payments received by them for the works under
      the Contract
12.4. Selected Agency shall fully familiarize themselves about the applicable domestic taxes
      (such as Goods and Service taxes, value added or sales tax, , income taxes, duties, fees,
      levies, etc.) on amounts payable by the Client under the Contract. All such taxes must be
      included by Selected Agency in the financial proposal. (Selected Agency to find out
      applicable taxes for the components being proposed.)
12.5. Should Selected Agency fail to submit returns/pay taxes in times as stipulated under
      applicable Indian/State Tax Laws and consequently any interest or penalty is imposed by
      the concerned authority, Selected Agency shall pay the same. Selected Agency shall
      indemnify Client / respective Urban Local Bodies against any and all liabilities or claims
      arising out of this Contract for such taxes including interest and penalty by any such Tax
      Authority may assess or levy against the Client / respective Urban Local Bodies / Selected
      Agency.
12.6. In case of introduction of new taxes imposed by the Governments during the scheduled
      or extended tenure of the contact, any decision on compensation to Selected Agency in
      this regard would be taken by the High Powered Committee (HPC), Government of
      Haryana. The Selected Agency shall submit detailed computation of the incremental tax
      payable on account of new tax rules (tax payable as per new tax rules minus tax payable
      as per existing rules) as applicable in the state of Haryana to the respective Urban Local

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   RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                          Cluster, Haryana

         Bodies. The decision of the High Powered Committee (HPC), in this regard would be final
         and binding on the Selected Agency. The Selected Agency shall indicate the tax
         component in all the invoices and changes in the same shall be indicated to Directorate
         of Urban Local Bodies (DULB) and respective Urban Local Bodies immediately after the
         changes in the structure are announced by the appropriate authorities.
12.7.    Respective Urban Local Bodies shall if so required by applicable laws in force, at the time
         of payment, deduct income tax payable by Selected Agency at the rates in force, from
         the amount due to Selected Agency and pay to the concerned tax authority directly.
12.8.    Respective Urban Local Bodies shall be responsible for withholding taxes from the
         amounts due and payable to the Selected Agency wherever applicable.
12.9.    Respective Urban Local Bodies shall provide Selected Agency with the original tax receipt
         of any withholding taxes paid by the Urban Local Body or its nominated agencies on
         payments under this Agreement. Selected Agency agrees to reimburse and hold the
         respective Urban Local Bodies or its nominated agencies harmless from any deficiency
         including penalties and interest relating to taxes that are its responsibility under this
         paragraph. For purposes of this Agreement, taxes shall include taxes incurred on
         transactions between and among Directorate of Urban Local Bodies (DULB), respective
         Urban Local Bodies or its nominated agencies, the Selected Agency.
12.10.   No amount towards security deposit shall be deducted from running bills of the Selected
         Agency. However, respective Urban Local Bodies shall be responsible for deducting
         taxes from the amounts due and payable to the Selected Agency wherever applicable.
         The Selected Agency shall pay for all other taxes, duties or levies in connection with this
         Agreement, and Service Level Agreements (SLAs) but not limited to, value-added, goods
         and services tax, consumption and other applicable taxes, duties or levies etc.




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      RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                             Cluster, Haryana

13. Warranty
13.1. Implied Warranty
         The warranties provided herein are in lieu of all other warranties, both express and
         implied, and all other warranties, including without limitation that of merchantability or
         fitness for intended purpose is specifically disclaimed Selected agency shall have no
         liability in the case of breach of this warranty due to:

           a)     use of the Deliverables on any software recommended or approved by the client.
           b)     the defects and deficiencies which could be reasonable known to Directorate
                  of Urban Local Bodies (DULB) which shall occur due to decisions taken by the
                  Directorate of Urban Local Bodies (DULB), or any of the committees formed
                  hereunder.
           c)     the combination, operation, or use of some or all of the deliverables with
                  information, software, specifications, instructions, data, or materials not
                  approved by the Service Provider.
           d)     the deliverables having been tampered with, altered or modified by Directorate
                  of Urban Local Bodies (DULB) or any other person not under control of the
                  Selected Agency without the written permission of the Selected Agency, or
           e)     Use of the deliverables otherwise than in terms of the relevant documentation.

14.     Conflict of interest
        Selected Agency shall disclose to the Client in writing, all actual and potential conflicts of
        interest that exist, arise or may arise (either for Selected Agency or Selected Agency's
        Team) in the course of performing the Services as soon as practical after it becomes aware
        of that conflict.

15.     Commencement and Completion of Agreement

15.1. Effectiveness of Agreement
      The agreement is effective from the date of signing of this Agreement.

15.2. Tenure of the Agreement
      The tenure of this Agreement shall be valid for the period specified in the Request for
      proposal on agreed terms and conditions.

         Directorate of Urban Local Bodies (DULB) reserves the right to extend the contract on
         the same terms and conditions and on the contract prices decided pursuant to this
         Request for Proposal (RFP)

16.    Exit Management
       The Parties shall finalize the    exit plan as per the Schedule VI to this Master Service
       Agreement (MSA).




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   RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                          Cluster, Haryana



17. Force Majeure
17.1. As used in this Agreement, the expression "Force Majeure" shall, save and except as
      expressly provided otherwise, mean occurrence in India of any or all of Non-Political
      Event, Political Event and other Event, as defined in Clause 18.2, 18.3 and 18.4
      respectively, if it affects the performance by the Party claiming the benefit of Force
      Majeure (the "Affected Party") of its obligations under this Agreement and which act or
      event (a) is beyond the reasonable control of the Affected Party and (b) such Party could
      not have prevented or reasonably overcome with the exercise or reasonable skill and
      care and (c) does not result from the negligence of such Party or the failure of such Party
      to perform its obligations under this Agreement and (d) is of an incapacitating nature and
      prevents or causes a delay or impediment in performance.


17.2. Non-Political Events
       a)    Act of God, including earthquake, flood, inundation, landslide, exceptionally
             adverse weather conditions, storm, tempest, hurricane, cyclone, lightning,
             thunder, volcanic eruption, fire or other extreme atmospheric conditions.
       b)    Radioactive contamination or ionizing radiation or biological contamination
             except as may be attributable to the Service Provider's use of radiation or radio-
             activity or biologically contaminating material.
       c)    Strikes, lockouts, boycotts, labour disruptions or any other industrial
             disturbances as the case may be not arising on account of the acts or omissions
             of the Service Provider and which affect the timely implementation and continued
             operation of the Project. or
       d)    Any event or circumstances of a nature analogous to any of the foregoing.


17.3. Political Events
       a)      Change in Applicable Laws, other than any change in law for which relief is
               provided under this Agreement.

        b)      Expropriation or compulsory acquisition by the Directorate of Urban Local Bodies
                (DULB) or any of their nominated agencies of any material assets or rights of the
                Service Provider.

        c)      Unlawful or unauthorized revocation of, or refusal by Directorate of Urban Local
                Bodies (DULB) or any of their nominated agencies, Government of India,
                Stakeholders or any of its agencies to renew or grant any clearance or Approval,
                information, data required by the Service Provider to perform its obligations
                without valid cause, provided that such delay, modification, denial, refusal or
                revocation did not result from the Service Provider's inability or failure to comply
                with any condition relating to grant, maintenance or renewal of such Required
                Consents applied on a non-discriminatory basis.


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   RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                          Cluster, Haryana

        d)     Any judgment or order of any court of Competent Jurisdiction or statutory
               authority in India made against the Service Provider in any proceedings for
               reasons other than failure of the Service Provider to comply with Applicable Laws
               or Approvals or on account of breach thereof, or of any contract, or enforcement
               of this Agreement or exercise of any of its rights under this Agreement;

        e)     Expropriation or compulsory acquisition by the Directorate of Urban Local Bodies
               (DULB) or any of their nominated agencies of any material assets or rights of the
               Service Provider.

        f)     Unlawful or unauthorized revocation of, or refusal by any authority other than the
               Directorate of Urban Local Bodies (DULB) or any of their nominated agencies to
               renew or grant any Required Consents required by the Service Provider to
               perform its obligations without valid cause, provided that such delay,
               modification, denial, refusal or revocation did not result from the Service
               Provider's inability or failure to comply with any condition relating to grant,
               maintenance or renewal of such Required Consents applied on a non-
               discriminatory basis.

        g)     Any requisition of the Project by any other authority; or

        h)     Any requisition of the Project by Directorate of Urban Local Bodies (DULB) or
               any of their nominated agencies.

        i)     For the avoidance of doubt, suspension of the Project in accordance with the
               provisions of this Agreement shall not be considered a requisition for the
               purposes of Force Majeure event.

17.4. Other Events
       a)    An act of War (whether declared or undeclared), hostilities, invasion, armed
               conflict or act of foreign enemy, blockade, embargo, prolonged riot, insurrection,
               terrorist or military action, civil commotion or politically motivated sabotage, for
               a continuous period exceeding seven (7) days.

        b)     For the avoidance of doubt, it is expressly clarified that the failure on the part of
               the Service Provider under this Agreement or the Service Level Agreement
               (SLA) to implement any agreed disaster contingency planning and back-up and
               other data safeguards in accordance with the terms of this Agreement or the
               Service Level Agreement (SLA) against natural disaster, fire, sabotage or other
               similar occurrence shall not be deemed to be a Force Majeure event. For the
               avoidance of doubt, it is further clarified that any negligence in performance of
               Services which directly causes any breach of security like hacking aren't the
               forces of nature and hence wouldn't be qualified under the definition of "Force
               Majeure". In so far as applicable to the performance of Services, Service
               Provider will be solely responsible to complete the risk assessment and ensure
                                                                                                  38
   RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                          Cluster, Haryana

                implementation of adequate security hygiene, best practices, processes and
                technology to prevent any breach of security and any resulting liability therefrom
                (wherever applicable).

17.5. Notification procedure for Force Majeure
      a)        The affected Party shall notify the other Party of a Force Majeure event within
                seven (7) days of occurrence of such event. If the other Party disputes the
                claim for relief under Force Majeure it shall give the claiming Party written
                notice of such dispute within thirty (30) days of such notice. Such dispute shall
                be dealt with in accordance with the dispute resolution mechanism specified in
                this Agreement.
      b)        Upon cessation of the situation which led the Party claiming Force Majeure,
                the claiming Party shall within seven (7) days hereof notify the other Party in
                writing of the cessation and the Parties shall as soon as practicable thereafter
                continue performance of all obligations under this Agreement.

17.6. Consultation and duty to mitigate
      Except as otherwise provided in this Clause, the affected Party shall take all steps
       reasonably required to remedy and mitigate the effects of the Force Majeure event and
       restore its ability to perform its obligations under this Agreement as soon as reasonably
       practicable. The Parties shall consult with each other to determine the reasonable
       measures to be implemented to minimize the losses of each Party resulting from the
       Force Majeure event. The affected Party shall keep the other Parties informed of its
       efforts to remedy the effect of the Force Majeure event and shall make reasonable efforts
       to mitigate such event on a continuous basis and shall provide written notice of the
       resumption of performance hereunder.

18. Insurance Cover
18.1. Obligation to maintain insurance
      In connection with the provision of the Services, the Selected Agency must have and
       maintain for this Agreement Period, valid and enforceable insurance coverage for:

           a) public liability;
           b) either professional indemnity or errors and omissions;
           c) workers' compensation as required by law;

18.2. Certificates of currency
      The Selected Agency must, on request by Client, provide current relevant confirmation of
      insurance documentation from its insurance brokers certifying that it has insurance as
      required by this Clause 18. The Selected Agency agrees to replace any coverage prior
      to the date of expiry/cancellation.

18.3. Non-compliance


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      RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                             Cluster, Haryana

         Client may, at its election, terminate this Agreement upon the failure of Selected Agency,
         or notification of such failure, to maintain the required insurance coverage. Inadequate
         insurance coverage for any reason shall not relieve Selected Agency of its obligations
         under this Agreement.

19.     Transfer of Ownership
         19.1. Selected Agency must transfer all titles to the assets and goods procured for the
               purpose of the project to the Client/ Respective Urban Local Body at the time of
               Acceptance, subject to release of approved payment as per Request for Proposal
               (RFP) payment terms. This includes soft copy of the financial statements from
               software along with all licenses, titles, certificates, hardware, devices, equipment's,
               data etc. (if any) related to the system installed and maintained by Selected Agency
               for this project.
         19.2. Forthwith upon expiry or earlier termination of the Contract and at any other time
               on demand by the Client, Selected Agency shall deliver to the Client all Documents
               provided by or originating from the Client and all Documents produced by or from
               or for Selected Agency in the course of performing the Services, unless otherwise
               directed in writing by the Client at no additional cost. Selected Agency shall not,
               without the prior written consent of the Client and respective Urban Local Bodies
               store, copy, distribute or retain any such Documents.




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      RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                             Cluster, Haryana

B.       Special Conditions of Contract (SCC)

20.     Performance Bank Guarantee (PBG)
         The Selected Agency shall at his own expense, deposit with Client, prior to signing of the
         Master Service Agreement (MSA), unconditional and irrevocable Performance bank
         guarantees (`PBG') from scheduled Bank for the performance of the obligations contained
         herein.

 20.1.     The Performance Bank Guarantee (PBG) shall be discharged/ returned by Client, after
           the completion of the entire contract period as specified above, upon being satisfied that
           there has been due performance of the obligations of Selected Agency under the Master
           Service Agreement (MSA) and the procedure mentioned in the Request for Proposal.
 20.2.     The Performance security shall be kept valid and enforce for the entire duration of the
           contract and six (6) month after the completion of the contract. If the contract period is
           to be extended due to any reason, the selected agency shall renew the Performance
           Bank Guarantee atleast one month prior to the expiry of the subsisting performance
           security. In the event the Selected Agency fails to provide the renewed (extended)
           Performance Bank Guarantee at least one month prior to the expiry of subsisting
           Performance Security, so as to maintain the performance security valid throughout the
           term of the Agreement, The Directorate of Urban Local Bodies shall have the right to
           forfeit and appropriate the subsisting Performance Bank Guarantee i.e. Failure of the
           Selected Agency to maintain the Performance Security in full force and effect
           throughout the term, in accordance with the provisions hereof, shall constitute Selected
           Agency Event of Default in terms hereof.
 20.3.     In the event, the Selected Agency is in default or breach of the due, faithful and punctual
           performance of its obligations under this Agreement, in the event of there being any
           claims or demands whatsoever whether liquidated or which may at any time be made
           or have been made on behalf of the Directorate of Urban Local Bodies for or against
           the Selected Agency under this Agreement or against the Directorate of Urban Local
           Bodies in respect of this Agreement, the Directorate of Urban Local Bodies shall, without
           prejudice to its rights and remedies hereunder or in law, be entitled to appropriate the
           relevant amount from the Performance Bank Guarantee as damage such default, or
           loss suffered due to non-completion of services within the time period specified herein,
           or in respect of any dues, demands damages or claims against the Selected Agency.
 20.4.     Nothing in this Master Service Agreement (MSA) shall prevent Selected Agency from
           seeking adequate reliefs in accordance with Dispute Resolution Clause of this Master
           Service Agreement (MSA) including injunction in case of revocation of Performance
           bank guarantees (PBG) by Client.



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     RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                            Cluster, Haryana

21      Advance Bank Guarantee
        Within fifteen (15) days of the issuance of the Letter of Intent (LOI), the successful Bidder
        shall at his own expense submit unconditional and irrevocable Advance bank Guarantee
        (ABG) to Directorate of Urban Local Bodies (DULB) if the bidder opted for mobilization
        advance. The Advance Bank Guarantee (ABG) shall be from a Nationalised Bank or a
        scheduled Commercial Bank in the format as described in Request for proposal Volume-
        I The Advance Bank Guarantee (ABG) shall be for an amount equivalent to the
        mobilization advance paid. Directorate of Urban Local Bodies (DULB) shall invoke the
        Advance Bank guarantee in case the selected Vendor fails to discharge their contractual
        obligations during the period or Directorate of Urban Local Bodies (DULB) incurs any loss
        due to bidder's negligence in carrying out the project implementation as per the agreed
        terms & conditions. The Bank Guarantee must be valid for a period of 6 months after the
        successful completion of contract and any extensions, if any.




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                                            Cluster, Haryana

22      Liquidated Damages
        In the event of failure of the implementation of the project by the Selected Agency as
        per the provision mentioned in the agreement, the Directorate of Urban Local Bodies
        reserves the option to recover liquidated damages, and not by way of penalty, for late
        implementation from the Selected Agency in the following manner:

                 S.                    Details of delay                 Liquidated Damage to be
                No.                                                              charged

                (i)      For delay upto 25% of the implementation      2.5% of the Proposal price
                         period
                         For delay of more than 25% and upto 50%
                (ii)                                                   5% of the Proposal price
                         of the implementation period

                         For delay of more than 50% and upto 75%       7.5% of the Proposal price
                (iii)
                         of the implementation period.
                         For the delay more than 75% of the            10% of the Proposal price
                (iv)
                         implementation period                         (maximum)


     The aforesaid chargeable liquidated damages, if not paid by the Selected Agency, would
     be recoverable under the relevant provisions of Public Damage Recovery Act' 1914 by the
     Directorate of Urban Local Bodies.

23    Events of Default
23.1. Defaults by Selected Agency
      The failure on the part of the Selected Agency to perform any of its obligations or comply
        with any of the terms of this Agreement or the Service Level Agreement (SLA) which is
        solely attributable to the Selected Agency shall constitute an Event of Default on the part
        of the Selected Agency
          I.            The Selected Agency/ Selected Agency's Team has failed to perform any
                        instructions or directives issued by the Directorate of Urban Local Bodies
                        (DULB) and respective Urban Local Bodies which it deems proper and
                        necessary to execute the scope of work or provide services under the Contract,
                        or
         II.            The Selected Agency/ Selected Agency's Team has failed to adhere to any
                        amended direction, instruction, modification or clarification as issued by the
                        Client /Respective Urban Local Bodies during the term of this Contract and
                        which the Client deems proper and necessary for the execution of the scope
                        of work under this Contract
         III.           The Selected Agency/ Selected Agency's Team has failed to demonstrate or
                        sustain any representation or warranty made by it in this Contract, with respect
                        to any of the terms of its Bid, the Request for Proposal (RFP) and this Contract
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                                            Cluster, Haryana

        IV.           There is a proceeding for bankruptcy, insolvency, winding up or there is an
                      appointment of receiver, liquidator, assignee, or similar official against or in
                      relation to the Selected Agency.
         V.           The Selected Agency/Selected Agency's Team has failed to comply with or is
                      in breach or contravention of any applicable laws.
                      a. Where there has been an occurrence of such Event of Default, the
                          Directorate of Urban Local Bodies (DULB)shall issue a notice of default to
                          the Service Provider, setting out specific defaults / deviances / omissions /
                          non-compliances / non-performances and provide a notice of Sixty (60)
                          days to enable such defaulting party to remedy the default committed.
                      b. Where despite the service of a default notice to the Selected Agency by the
                          Directorate of Urban Local Bodies (DULB), due to the reasons solely
                          attributable to the Selected Agency, the Selected Agency fails to remedy
                          the such Event of Default, the Directorate of Urban Local Bodies (DULB)
                          may, where it deems fit, issue to the defaulting party another default notice
                          or proceed to adopt such remedies as may be available to the Directorate
                          of Urban Local Bodies (DULB).

23.2.   Default by Directorate of Urban Local Bodies and Urban Local Bodies
          I.  Directorate of Urban Local Bodies (DULB) repudiates this Agreement or
                   otherwise evidences an intention not to be bound by this Agreement

          II.      Urban Local Bodies fails to make any payments due to the Selected Agency as
                   per the Payment Terms in this Agreement without any valid or bona fide reason
         III.      If Directorate of Urban Local Bodies (DULB) and Urban Local Bodies fails to fulfil
                   its obligations under this Agreement.
24      Consequences of Event of Default
        Where an Event of Default subsists or remains uncured, the Directorate of Urban Local
        Bodies (DULB) shall be entitled to:

     24.1.      Impose any such obligations and conditions and issue any clarifications as may be
                necessary to inter alia ensure smooth continuation of Project and the Services which
                the Selected Agency shall be obliged to comply with which may include re-
                determination of the consideration payable to the Selected Agency as agreed
                mutually by Directorate of Urban Local Bodies (DULB) and Selected Agency or
                through a third party acceptable to both Parties. The Selected Agency shall in
                addition take all available steps to minimize loss resulting from such event of default.
     24.2.      Suspend payments to be made to the Service Provider in relation to the Deliverable,
                Service Level Agreement (SLA) or milestone regarding which Event of Default has
                occurred under this Agreement by a prior [30] days written notice of suspension to
                the Service Provider, provided that such notice of suspension:

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      RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                             Cluster, Haryana

                a. shall specify the nature of the failure; and
                b. shall request the Selected Agency to remedy such failure within a reasonable
                period from the date of receipt of such notice of suspension by the Selected Agency.

      24.3.     Request replacement of any of the Selected Agency's Team member(s) on a
                reasonable ground with another suitable member(s) where the Client deems
                necessary. The Selected Agency shall in such case find suitable replacement for
                such outgoing member(s) with another member(s) to the satisfaction of the Client.
                Failure on the part of the Selected Agency to find a suitable replacement for such
                member(s), shall be dealt as per Schedule V - Service Level Agreement (SLA)
                defined in this agreement.

25.      Termination
25.1.  This Agreement shall not be terminated except in accordance of the terms of this
       Termination Clause. It is expressly agreed between the Parties that the first intention of
       the Parties shall not be termination of this Agreement in case alternate remedies under
       this Agreement or Request for Proposal (RFP) are available to the Parties.
25.2. Directorate of Urban Local Bodies (DULB) may, terminate this Agreement in whole or in
       part by giving Selected Agency a prior written notice of at least 3 months in advance
       indicating its intention to terminate this Agreement under the following circumstances:
    I.   Where there has been such Event of Default solely attributable to the Selected Agency
              and the where such defect is not cured within the time stipulated in this Agreement
              which would make it proper and necessary to terminate this Selected Agency and may
              include failure on the part of Service Provider to respect any of its commitments with
              regard to any part of its obligation under this Agreement, which failure is solely
              attributable to the Service Provider.
        II. Where it comes to the Directorate of Urban Local Bodies (DULB) attention that Service
              Provider is in a position of actual conflict of interest with the interests of the Directorate
              of Urban Local Bodies (DULB) Where Service Provider's ability to survive as an
              independent corporate entity is threatened or is lost owing to any reason whatsoever,
              including inter-alia the filing of any bankruptcy proceedings against Service Provider
              or the order of winding up is passed against Service Provider or the happening of any
              such events that are averse to the commercial viability of the Service Provider. In the
              event of the happening of any of any events of the above nature, Directorate of Urban
              Local Bodies (DULB) shall reserve the right to take any steps as are necessary, to
              ensure the business continuity.
25.3.    Termination for insolvency

         Directorate of Urban Local Bodies (DULB) may at any time terminate this Agreement by
         giving prior written notice of thirty [30] days to Service Provider, if Service Provider
         becomes bankrupt or otherwise insolvent, provided that such termination shall not

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                                             Cluster, Haryana

         prejudice or affect any right of action or remedy which has accrued or shall accrue
         thereafter to Directorate of Urban Local Bodies (DULB).

25.4.    Service Provider subject to approval by Client, may terminate this Agreement before the
         expiry of the Term by giving Directorate of Urban Local Bodies (DULB) a prior and written
         notice, at least 3 months in advance indicating its intention to terminate this Agreement


26.      Consequence of Termination
26.1.    In the event of termination of this Agreement prior to Term, due to any cause whatsoever,
         Directorate of Urban Local Bodies (DULB) shall be entitled to impose any such
         obligations and conditions and issue any clarifications as may be necessary to ensure an
         efficient transition and effective business continuity of the Project which Service Provider
         shall be obliged to comply with and take all available steps to minimise loss resulting from
         that termination/ breach, and further allow and provide all such assistance to Directorate
         of Urban Local Bodies (DULB) and/ or the successor service provider, as may be
         required, to take over the obligations of the Service Provider in relation to the execution/
         continued execution of the requirements of this Agreement.


26.2.    Where the termination of the contract is prior to its Term on account of the default on part
         of Service Provider or due to the fact that the survival of Service Provider as an
         independent corporate entity has ceased, Directorate of Urban Local Bodies
         (DULB)/Respective Urban Local Bodies through mutual redetermination of the
         consideration payable to Service Provider, shall pay Service Provider for that part of the
         services which have been authorized by Directorate of Urban Local Bodies (DULB) and
         satisfactorily performed by Service Provider up to the date of termination. Without
         prejudice to any other rights, Urban Local Bodies may retain such amount from the
         payment due and payable to Service Provider as may be required to offset any losses
         caused to Urban Local Bodies as a sole, direct and unpreventable result of any act/
         omissions of Service Provider. In case of any loss or damage due to default attributable
         solely on the part of Service Provider in performing any of its obligations with regard to
         executing the Scope of Work under this Agreement, Service Provider shall compensate
         Directorate of Urban Local Bodies (DULB)/ Respective Urban Local Bodies for any such
         direct and unpreventable loss, damages or other costs, incurred by Directorate of Urban
         Local Bodies (DULB)/ Respective Urban Local Bodies. Additionally, members of its team
         shall all its obligations and responsibilities under the contract in an identical manner as
         were being performed before the collapse of Selected Agency as described above in
         order to execute an effective transition and to maintain business continuity.
         All third parties shall continue to perform all/ any functions as stipulated by Client and
         as may be proper and necessary to execute the Scope of Work under the contract in
         terms of Selected Agency's bid, the bid document and the contract


26.3.    Nothing herein shall restrict the right of Directorate of Urban Local Bodies (DULB) to
         invoke the relevant bank guarantee and other guarantees furnished hereunder in the
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      RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                             Cluster, Haryana

              manner and conditions prescribed under this Agreement and perceived such other rights
              and/ or remedies that may be available to Directorate of Urban Local Bodies (DULB)
              under law.


26.4.         The termination hereof shall not affect any accrued right or liability of either party nor
              affect the operation of the provisions of the contract that are expressly or by implication
              intended to come into or continue in force on or after such termination.


27.          Representation & Warranties

27.1. Representations and warranties of the Selected Agency

             The Selected Agency represents and warrants to the Directorate of Urban Local Bodies
             (DULB) that:
         I.      it is duly organized and validly existing under the laws of India, and has full power and
                 authority to execute and perform its obligations under this Agreement and other
                 agreements and to carry out the transactions contemplated hereby;
        II.      it is a competent provider of business process management services and
                 implementation strategy of Accrual Based Double Entry Accounting Systems
       III.      it has taken all necessary corporate and other actions under laws applicable to its
                 business to authorize the execution and delivery of this Agreement and to validly
                 exercise its rights and perform its obligations under this Agreement;
       IV.       it will have the financial standing and capacity to undertake the Project in accordance
                 with the terms of this Agreement from the effective date;
        V.       During the course providing the Services, it shall use reasonable endeavours not to
                 cause any unnecessary disruption to Directorate of Urban Local Bodies (DULB)
                 normal business operations;
       VI.       This Agreement has been duly executed by it and constitutes a legal, valid and
                 binding obligation, enforceable against it in accordance with the terms hereof, and its
                 obligations under this Agreement shall be legally valid, binding and enforceable
                 against it in accordance with the terms hereof;
      VII.       the information furnished in the Request for Proposal (RFP) documents and as
                 updated on or before the date of this Agreement is to the best of its knowledge and
                 belief true and accurate in all material respects as at the date of this Agreement;
      VIII.      the execution, delivery and performance of this Agreement shall not conflict with
                 result;
       IX.       there are no material actions, suits, proceedings, or investigations pending or, to its
                 knowledge, threatened against it at law or in equity before any court or before any
                 other judicial, quasi-judicial or other authority, the outcome of which may result in the
                 breach of this Agreement or which individually or in the aggregate may result in any
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                                          Cluster, Haryana

              material impairment of its ability to perform any of its material obligations under this
              Agreement;
        X.    it has no knowledge of any violation or default with respect to any order, writ,
              injunction or decree of any court or any legally binding order of any Government
              instrumentality which may result in any Adverse Effect on its ability to perform its
              obligations under this Agreement and no fact or circumstance exists which may give
              rise to such proceedings that would adversely affect the performance of its obligations
              under this Agreement;
    XI.       it has complied with Applicable Laws in all material respects and has not been subject
              to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in
              the aggregate have or may have an Adverse Effect on its ability to perform its
              obligations under this Agreement;
   XII.       No representation or warranty by it contained herein or in any other document
              furnished by it to Directorate of Urban Local Bodies (DULB) or its nominated agencies
              in relation to the Approval (as defined in this Agreement) contains or shall contain any
              untrue or misleading statement of material fact or omits or shall omit to state a material
              fact necessary to make such representation or warranty not misleading; and no sums,
              in cash or kind, have been paid or shall be paid, by it or on its behalf, to any person
              by way of fees, commission or otherwise for entering into this Agreement or for
              influencing or attempting to influence any officer or employee of Directorate of Urban
              Local Bodies (DULB) or its nominated agencies in connection therewith.



27.2.     Representations and warranties of the Directorate of Urban Local Bodies (DULB)
          or its nominated agencies
          Directorate of Urban Local Bodies (DULB) represent and warrant to Service Provider that:

        I.    It has full power and authority to execute, deliver and perform its obligations under
              this Agreement and to carry out the transactions contemplated herein and that it has
              taken all actions necessary to execute this Agreement, exercise its rights and perform
              its obligations, under this Agreement and carry out the transactions contemplated
              hereby; they have taken all necessary actions under Applicable Laws to authorize the
              execution, delivery and performance of this Agreement and to validly exercise their
              rights and perform their obligations under this Agreement;
        II.   It has the financial, structural and technical standing and capacity to perform their
              obligations under this Agreement; it is subject to the laws of India, and hereby
              expressly and irrevocably waives any immunity in any jurisdiction in respect of this
              Agreement or matters arising thereunder including any obligation, liability or
              responsibility hereunder; this Agreement has been duly executed by it and constitutes
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                                       Cluster, Haryana

        a legal, valid and binding obligation enforceable against them in accordance with the
        terms hereof and its obligations under this Agreement shall be legally valid, binding
        and enforceable against it in accordance with the terms thereof;
 III.   The execution, delivery and performance of this Agreement shall not conflict with,
        result in the breach of, constitute a default under, or accelerate performance required
        by any of the Applicable Laws or any covenant, contract, agreement, arrangement,
        understanding, decree or order to which it is a party or by which they or any of their
        properties or assets is bound or affected;
IV.     There are no actions, suit or proceeding pending or, to their knowledge, threatened
        against them at law or in equity before any court or before any other judicial, quasi-
        judicial or other authority, the outcome of which may result in the default or breach of
        this Agreement or which individually or in the aggregate may result in any material
        impairment of its ability to perform its material (including any payment) obligations
        under this Agreement;
 V.     It is not in any violation or default with respect to any order, writ, injunction or any
        decree of any court or any legally binding order of any Government Instrumentality
        which may result in any Adverse Effect on their ability to perform their obligations
        under this Agreement and no fact or circumstance exists which may give rise to such
        proceedings that would adversely affect the performance of its obligations under this
        Agreement;
VI.     It has complied with Applicable Laws in all material respects; all information provided
        by them in the Request for Proposal (RFP) in connection with the Project is, to the
        best of its knowledge and belief, true and accurate in all material respects; and upon
        the Service Provider performing the covenants herein, they shall not at any-time
        during the Term hereof, interfere with peaceful exercise of the rights and discharge of
        the obligations by the Service Provider, in accordance with this Agreement.




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                                             Cluster, Haryana

28.      Use of Assets by the Selected Agency
         During the Term the Selected Agency shall:

28.1.    Take all reasonable and proper care of the entire hardware and software, network or any
         other information technology infrastructure components used for the Implementation
         Project of accrual based double entry and other facilities leased / owned / operated by
         the Selected Agency exclusively in terms of ensuring their usability for the delivery of the
         Services as per this Agreement (hereinafter the "Assets") in proportion to their use and
         control of such Assets;
28.2.    Keep all the tangible Assets in as good and serviceable condition (reasonable wear and
         tear excepted) as at the date the Selected Agency takes control of and/or first uses the
         Assets and during the entire Term of this Agreement;
28.3.    Ensure that any instructions or manuals supplied by the manufacturer of the Assets for
         use of the Assets and which are provided to the Service Provider will be followed by the
         Service Provider and any Person who is made responsible for the use of the Assets by
         the Service Provider.
28.4.    Take such steps as may be properly recommended by the manufacturer of the Assets
         and notified to the Service Provider or as may, in the reasonable opinion of the Service
         Provider, be necessary to use the Assets in a safe manner;
28.5.    Ensure that the Assets that are under the control of the Service Provider, are kept suitably
         housed and in conformity with Applicable Law;
28.6.    Procure permission from the Directorate of Urban Local Bodies (DULB) or its nominated
         agencies and any persons duly authorized by them to enter any land or premises on
         which the Assets are for the time being sited so as to inspect the same, subject to any
         reasonable third party requirements;
28.7.    Not knowingly or negligently use or permit any of the Assets to be used in contravention
         of any statutory provisions or regulation or in any way contrary to Applicable Law;
28.8.    Use best efforts to ensure that no lien, mortgage, hypothecation or any other charge is
         created over the Assets. Service Provider agrees that they will inform Directorate of
         Urban Local Bodies (DULB)) immediately if Service Provider feels or comes to know that
         a charge may be / has been created over any Asset(s). In the event a charge is created
         over any of the Assets / goods which are owned by Directorate of Urban Local Bodies
         (DULB) by the Service Provider, Directorate of Urban Local Bodies (DULB) shall have
         the right to get the charge removed at the risk, cost, expense of the Service Provider and
         Service Provider shall make good all losses, damages, costs, fees, cess, duties, etc.
         borne or suffered by Directorate of Urban Local Bodies (DULB) or its nominated agencies
         due to creation of such charge and/or in removal of such charge and/or in discharging
         the obligations for removal of such charge.




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                                             Cluster, Haryana

29.      Security & Safety
29.1.    Each Party to the Service Level Agreement (SLA)/ Agreement shall also comply with the
         rules laid down by the Government of India, and the respective State's security standards
         and policies in force from time to time at each location of which Directorate of Urban Local
         Bodies (DULB) or its nominated agencies make the Service Provider aware in writing
         insofar as the same apply to the provision of the Services.
29.2.    The Parties to the Service Level Agreement (SLA)/ Agreement shall use reasonable
         endeavours to report forthwith in writing to each other all identified attempts (whether
         successful or not) by unauthorized Persons (including unauthorized persons who are
         employees of any Party) either to gain access to or interfere with a Party's data, facilities
         or Confidential Information.
29.3.    Each party shall upon reasonable request by the other party as the case may be or their
         nominee(s) participate in regular meetings when safety and information technology
         security matters are reviewed.
29.4.    As per the provisions of the Service Level Agreement (SLA) or this Agreement, the
         Service Provider shall promptly report in writing to Directorate of Urban Local Bodies
         (DULB) or its nominated agencies, 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 facilities of Directorate of Urban Local Bodies (DULB) as the case may be.

30.   Indemnification & Limitation of Liability
30.1. Subject to Clause 31.2 below, Each Party (the `Indemnifying Party') undertakes to
         indemnify the other Party (the `Indemnified Party') from and against all Losses on account
         of bodily injury, death or damage to tangible personal property arising in favour of any
         person, corporation or other entity (including the Indemnified Party) attributable to the
         Indemnifying Party's negligence or wilful default in performance or non-performance
         under this Agreement. If the Indemnified Party promptly notifies Indemnifying Party in
         writing of a third party claim against Indemnified Party that any Service provided by the
         Indemnifying Party infringes a copyright, trade secret or patents incorporated in India of
         any third party, Indemnifying Party will defend such claim at its expense and will pay any
         costs or damages that may be finally awarded against Indemnified Party. Indemnifying
         Party will not indemnify the Indemnified Party, however, if the claim of infringement is
         caused by:
            I.   Indemnified Party's misuse or modification of the Service;
            II.   Indemnified Party's failure to use corrections or enhancements made available by
                  the Indemnifying Party;
           III.   Indemnified Party's use of the Service in combination with any product or
                  information not owned or developed by Indemnifying Party;
          IV.     Indemnified Party's distribution, marketing or use for the benefit of third parties of
                  the Service; or information, direction, specification or materials provided by
                  Indemnified Party or any third party contracted to it. If any Service is or likely to
                  be held to be infringing, Indemnifying Party shall at its expense and option either

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                                          Cluster, Haryana



                 A. procure the right for Indemnified Party to continue using it, or
                 B. replace it with a non-fringing equivalent, or
                 C. Modify it to make it non-fringing. The foregoing remedies constitute
                     Indemnified Party's sole and exclusive remedies and Indemnifying Party's
                     entire liability with respect to infringement.



30.2.   The Indemnifying Party shall indemnify the Indemnified Party against all losses (including
        loss of business, reputation, profits, revenue etc.), claims, damages, compensation,
        charges (including attorney fees) etc. arising out of data loss, data theft, data misuse,
        data tempering, unauthorized use or disclosure of Confidential Information etc.
        attributable to the Indemnifying Party's negligence, wilful default, lack of due care or
        beach of terms of this Agreement.



30.3.   The indemnities set out in Clause 31 shall be subject to the following conditions:
          I.   The Indemnified Party as promptly as practicable informs the Indemnifying Party
                in writing of the claim or proceedings and provides all relevant evidence,
                documentary or otherwise; the Indemnified Party shall, at the cost of the
                Indemnifying Party, give the Indemnifying Party all reasonable assistance in the
                defence of such claim including reasonable access to all relevant information,
                documentation and personnel provided that the Indemnified Party may, at its sole
                cost and expense, reasonably participate, through its attorneys or otherwise, in
                such defence;
          II.   If the Indemnifying Party does not assume full control over the defence of a claim
                as provided in this Article, the Indemnifying Party may participate in such defence
                at its sole cost and expense, and the Indemnified Party will have the right to
                defend the claim in such manner as it may deem appropriate, and the cost and
                expense of the Indemnified Party will be included in Losses;
         III.   The Indemnified Party shall not prejudice, pay or accept any proceedings or claim,
                or compromise any proceedings or claim, without the written consent of the
                Indemnifying Party;
        IV.     All settlements of claims subject to indemnification under this Clause will be
                entered into only with the consent of the Indemnified Party, which consent will not
                be unreasonably withheld and include an unconditional release to the Indemnified
                Party from the claimant or plaintiff for all liability in respect of such claim; and
                include any appropriate confidentiality agreement prohibiting disclosure of the
                terms of such settlement;

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                                             Cluster, Haryana

           V.    The Indemnified Party shall account to the Indemnifying Party for all awards,
                 settlements, damages and costs (if any) finally awarded in favour of the
                 Indemnified Party which are to be paid to it in connection with any such claim or
                 proceedings; the Indemnified Party shall take steps that the Indemnifying Party
                 may reasonably require to mitigate or reduce its loss as a result of such a claim
                 or proceedings ;in the event that the Indemnifying Party is obligated to indemnify
                 an Indemnified Party pursuant to this Article, the Indemnifying Party will, upon
                 payment of such indemnity in full, be subrogated to all rights and defences of the
                 Indemnified Party with respect to the claims to which such indemnification relates;
                 and if a Party makes a claim under the indemnity set out above in respect of any
                 particular Loss or Losses, then that Party shall not be entitled to make any further
                 claim in respect of that Loss or Losses (including any claim for damages).



30.4.    The liability of Selected Agency (whether in contract, tort, negligence, strict liability in tort,
         by statute or otherwise) for any claim in any manner related to this Agreement, including
         the work, deliverables or Services covered by this Agreement, shall be the payment of
         direct damages only which shall in no event in the aggregate exceed the consideration
         payable to the Selected Agency for services.
30.5.    In no event shall either party be liable for any consequential, incidental, indirect, special
         or punitive damage, loss or expenses (including but not limited to business interruption,
         lost business, lost profits, or lost savings) nor for any third party claims (other than those
         set- forth in Clause 14.2) even if it has been advised of their possible existence.
30.6.    The allocations of liability in this Clause represent the agreed and bargained-for
         understanding of the parties and compensation for the Services reflects such allocations.
         Each Party has a duty to mitigate the damages and any amounts payable under an
         indemnity that would otherwise be recoverable from the other Party pursuant to this
         Agreement by taking appropriate and commercially reasonable actions to reduce or limit
         the amount of such damages or amounts.

31.      Confidentiality

31.1.    Directorate of Urban Local Bodies (DULB) or its nominated agencies shall allow the
         Service Provider to review and utilize any confidential public records and the Service
         Provider shall maintain the highest level of secrecy, confidentiality and privacy with regard
         thereto.
31.2.    Additionally, the Service Provider shall keep confidential all the details and information
         with regard to the Project implementations, including systems, facilities, operations,
         management and maintenance of the systems/facilities.
31.3.    Directorate of Urban Local Bodies (DULB) or its nominated agencies shall retain all rights
         to prevent, stop and if required take the necessary punitive action against the Service
         Provider regarding any forbidden disclosure.

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                                             Cluster, Haryana



31.4.    Service Provider shall endeavour that all its employees, agents and execute individual
         non-disclosure agreements, which have been duly approved by Directorate of Urban
         Local Bodies (DULB) with respect to this Project. For the avoidance of doubt, it is
         expressly clarified that the aforesaid provisions shall not apply to the following
         information:
            i.    Information already available in the public domain;
            ii.   Information which has been developed independently by the Service Provider;
           iii.   Information which has been received from a third party who had the right to
                  disclose the aforesaid information;
           iv.    Information which has been disclosed to the public pursuant to a court order.
31.5.    To the extent the Service Provider shares its confidential or proprietary information with
         Directorate of Urban Local Bodies (DULB) for effective performance of the Services, the
         provisions of this Clause shall apply mutatis mutandis on Directorate of Urban Local
         Bodies (DULB)or its nominated agencies.

32.      Audit, Access & Reporting
         The Service Provider shall allow access to Directorate of Urban Local Bodies (DULB) or
         its nominated agencies to all information which is in the possession or control of the
         Service Provider and which relates to the provision of the Services as set out in the Audit,
         Access and Reporting Schedule and which is reasonably required by the Directorate of
         Urban Local Bodies (DULB) to comply with the terms of the Audit, Access and Reporting
         Schedule set out as Schedule III of this Agreement.

33.      Governing Laws & Jurisdiction
         This Agreement and all matters regarding the interpretation and/or enforcement hereof,
         will be governed exclusively by the laws of India. The courts of Panchkula alone and no
         other courts shall be entitled to entertain and try any dispute or matter relating to or arising
         out of this Agreement.




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34.   Miscellaneous
34.1. Personnel
     34.1.1. The personnel assigned by Selected Agency to perform the Services shall be
            employees or agents of Selected Agency and under no circumstances shall such
            personnel be considered employees of Directorate of Urban Local Bodies (DULB)
            or its nominated agencies. The Selected Agency shall have the sole responsibility
            for the supervision and control of the personnel deployed in the Project and for
            payment of such personnel's compensation, including salary, withholding of income
            taxes and social security taxes, worker's compensation, employee and disability
            benefits and the like and shall be responsible for all obligations of an employer
            subject to Applicable Law.
     34.1.2. The Selected Agency shall use its best efforts to ensure that sufficient Selected
            Agency personnel are assigned to perform the Services and that, such personnel
            have appropriate qualifications to perform the Services. After discussion with
            Selected Agency, Directorate of Urban Local Bodies (DULB) or its nominated
            agencies shall have the right to require the removal or replacement of any Selected
            Agency personnel performing work under this Agreement based on bonafide
            reasons. In the event that Directorate of Urban Local Bodies (DULB) or its
            nominated agencies requests that any Selected Agency personnel be replaced, the
            substitution of such personnel shall be accomplished pursuant to a mutually agreed
            upon decisions.
     34.1.3. In the event that the Directorate of Urban Local Bodies (DULB) and Selected
            Agency identify any personnel of Selected Agency as "Key Personnel", then the
            Selected Agency shall not remove such personnel from the Project without the prior
            written consent of Directorate of Urban Local Bodies (DULB) or its nominated
            agencies unless such removal is the result of an unavoidable circumstance
            including but not limited to resignation, termination, medical leave, death etc.
     34.1.4. Except as stated in this Clause, nothing in this Agreement or the Service Level
            Agreement (SLA) will limit the ability of Selected Agency to freely assign or reassign
            its employees; provided that Selected Agency shall be responsible, at its expense,
            for transferring all appropriate knowledge from personnel being replaced to their
            replacements. Directorate of Urban Local Bodies (DULB) or its nominated agencies
            shall have the right to review and approve Selected Agency's plan for any such
            knowledge transfer. Selected Agency shall maintain the same or higher standards
            for skills and professionalism among replacement personnel as in personnel being
            replaced.
     34.1.5. Each Party shall be responsible for the performance of all its obligations under this
            Agreement or the Service Level Agreement (SLA) as the case may be and shall be
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                                          Cluster, Haryana

               liable for the acts and omissions of its employees and agents in connection
               therewith.
        34.1.6. Neither Party will solicit for employment or knowingly hire an employee of the other
               Party with whom such Party has contact pursuant to project engagements under
               this Agreement. This restriction shall not apply to employees of either Party
               responding to advertisements in job fairs or news media circulated to the general
               public.



34.2.     Sub-Contractors
          Bidder can sub-contract and outsource the work to the extent of survey and listing of
          movable and immovable assets of ULBs.

34.3. Joint Venture and Consortium
          Joint venture and consortium shall not be allowed for part or whole of project

34.4.     Assignment

    I.      All terms and provisions of this Agreement shall be binding on and shall inure to the
            benefit of Directorate of Urban Local Bodies (DULB) and their respective successors
            and permitted assigns.
    II.     The Selected Agency shall not be permitted to assign its rights and obligations under
            this Agreement to any third party under whatsoever conditions, If the Selected Agency
            is found to assign its rights and obligations under this agreement to any third party, the
            Selected Agency is liable for penalties as imposed by Directorate of Urban Local
            Bodies.
   III.     The Directorate of Urban Local Bodies (DULB) may assign or novate all or any part of
            this Agreement and Schedules/ Annexures, and the Selected Agency shall be a party
            to such novation, to any third party contracted to provide outsourced services to
            Directorate of Urban Local Bodies (DULB) or any of its nominees.

34.5. Trademarks & Publicity
      Neither Party may use the trademarks of the other Party without the prior written consent
          of the other Party except that Selected Agency may, upon completion, use the Project as
          a reference for credential purpose. Except as required by law or the rules and regulations
          of each stock exchange upon which the securities of one of the Parties is listed, neither
          Party shall publish or permit to be published either along or in conjunction with any other
          person any press release, information, article, photograph, illustration or any other
          material of whatever kind relating to this Agreement, the Service Level Agreement (SLA)
          or the business of the Parties without prior reference to and approval in writing from the
          other Party, such approval not to be unreasonably withheld or delayed provided however

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                                          Cluster, Haryana

        that Selected Agency may include Directorate of Urban Local Bodies (DULB) or its client
        lists for reference to third parties subject to the prior written consent of Directorate of
        Urban Local Bodies (DULB) not to be unreasonably withheld or delayed. Such approval
        shall apply to each specific case and relate only to that case.

34.6. Notices
        I.  Any notices or other document, which may be given by either Party under this
                Agreement, shall be given in writing in person or by pre-paid recorded delivery
                arrangements, post, by facsimile transmission or by email.
          II.   In relation to a notice given under this Agreement, any such notice or other
                document shall be addressed to the other Party's principal or registered office
                address as set out below:
                        In case of Directorate of                  In case of Selected Agency
                        Urban Local Bodies (DULB)
                Name:                                     Name:

                Designation: Director General Urban       Designation:
                Local Bodies, Haryana

                Address: Bays No. 11-14, Sector-4,        Address:
                Panchkula
                Phone/ Fax: 0172-2570020,                 Phone/ Fax:

                Email: dulbhry@hry.nic.in                 Email:


         III.   Either Party to this Agreement may change its address, telephone number,
                facsimile number and nominated contact for notification purposes by giving the
                other reasonable written notice of the new information and its effective date.

34.7.   Amendment
        No amendment, variation or other change to this Master Service Agreement (MSA) or the
        Service Level Agreement (SLA) shall be valid unless made in writing and signed by the
        duly authorized representatives of the Parties to this Agreement or the Service Level
        Agreement (SLA).

34.8.   Severability & Waiver

   I.    If any provision of this Agreement or the Service Level Agreement (SLA), or any part
         thereof, shall be found by any court or administrative body of competent jurisdiction to
         be illegal, invalid or unenforceable the illegality, invalidity or unenforceability of such
         provision or part provision shall not affect the other provisions of this Agreement or the
         Service Level Agreement (SLA) or the remainder of the provisions shall remain in full
         force and effect. The relevant Parties shall negotiate in good faith in order to agree to

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                                          Cluster, Haryana

         substitute for any illegal, invalid or unenforceable provision a valid and enforceable
         provision which achieves to the greatest extent possible the economic, legal and
         commercial objectives of the illegal, invalid or unenforceable provision or part provision.
  II.    No failure to exercise or enforce and no delay in exercising or enforcing on the part of
         either Party to this Agreement or the Service Level Agreement (SLA) of any right,
         remedy or provision of this Agreement or the Service Level Agreement (SLA) shall
         operate as a waiver of such right, remedy or provision in any future application nor shall
         any single or partial exercise or enforcement of any right, remedy or provision preclude
         any other or further exercise or enforcement of such right, remedy or provision or the
         exercise or enforcement of any other right, remedy or provision.

34.9.   Compliance with Applicable Law
        Each Party to this Agreement accepts that its individual conduct shall (to the extent
        applicable to Chartered Accountant Firm in India) at all times comply with all laws, rules
        and regulations of government and other bodies having jurisdiction over the area in which
        the Services are undertaken provided that changes in such laws, rules and regulations
        which result in a change to the Services shall be dealt with in accordance with the Change
        Control Schedule set out in Schedule II of this Agreement.




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34.10. Entire Agreement
    I. This Agreement and the Service Level Agreement (SLA) with all Schedules &
           Annexures appended thereto, Letter of Intent (LoI), work order, Bid and the contents
           and specifications of the Request for Proposal (RFP) constitute the entire agreement
           between the Parties with respect to their subject matter, and as to all other
           representations, understandings or agreements which are not fully expressed herein,
           provided that nothing in this Clause shall be interpreted so as to exclude any liability in
           respect of fraudulent misrepresentation.
    II.    This Agreement shall consist of this Contract Form and the following documents and
           the exhibits, specifications and other documents referred to therein (hereinafter the
           `Contract Documents'), all of which by this reference are incorporated herein and made
           part hereof:
               1. Work order
               2. Letter of Intent (LoI)
               3. Complete Request for Proposal (RFP)
               4. Document and Corrigendum (If any)
              5. The Selected Agency Technical and Financial Proposal
   III.    This Agreement sets forth the entire contract and agreement between the Parties
           pertaining to "Selection of Comptroller and Auditor General (CAG) Empanelled
           Chartered Accountant (CA) Firms/ Agency for implementation of Accrual Based Double
           Entry Accounting System (ABDEAS) in all the Municipal Corporations / Councils /
           Committees of Faridabad Cluster of Haryana" including training and Handholding
           support to the Urban Local Bodies staff. This Agreement shall prevail over all other
           Contract Documents. In the event of any discrepancy or inconsistency within the
           contract documents, then the documents shall prevail in the order listed above.

34.11.     No Claim Certificate
           Neither Party shall be entitled to make any claim, whatsoever against the other Party,
           under or by virtue of or arising out of, this Agreement, if made by the other Party after
           it has signed a "No claim" certificate in favour of the other Party in such forms as shall
           be required by such Party after the works are finally accepted.



34.12. Place of Service
       The Selected Agency shall provide Services from Panchkula, Haryana. Selected
          Agency's representatives may have to travel outside Panchkula, within Haryana in
          relation to the services to be performed under this Agreement.




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                                             Cluster, Haryana




35.      Dispute Resolution

35.1.    If any dispute arises between the Parties hereto during the subsistence of this Agreement
         of thereafter, in connection with this Agreement or the Service Level Agreement (SLA)
         shall in the first instance be dealt with in accordance with the escalation procedure as set
         out in the Governance Schedule set out as Schedule IV of this Agreement.
35.2.    In case the escalations do not result in resolution of the dispute within time stipulated for
         escalation, then the same shall be referred to the Arbitration as stated below in settlement
         of dispute clause.
35.3.    During the term of escalation or arbitration no punitive steps, including but not limited to
         termination of this Agreement, shall be taken by the Directorate of Urban Local Bodies
         (DULB) against the Selected Agency. Any legal dispute will come under Panchkula Civil
         Court jurisdiction only. The Panchkula civil court has exclusive jurisdiction to try and
         adjudicate the dispute arising out of this agreement.

36.      Settlement of Dispute

36.1.    Amicable settlement

         The parties shall use their best efforts to settle amicably all disputes arising out of or in
         connection with this Agreement or the interpretation thereof. In the event a dispute,
         differences or claim arises in connection with the interpretation or implementation of this
         agreement, the aggrieved party shall issue a written notice setting out the
         Dispute/differences or claim to the other party, parties shall first attempt to resolve such
         dispute through mutual consultation. If the dispute is not resolved as aforesaid within
         Sixty (60) days from the date of receipt of written notice, the matter shall be referred for
         Arbitration.

36.2.    Arbitration

         The arbitral proceedings shall be referred to the sole arbitrator to be designated by
         Principle Secretary Urban Local Bodies. Arbitration proceedings shall be conducted in
         and the award shall be made in English language. Arbitration proceedings shall be
         conducted in Panchkula.

             i)   Notwithstanding anything contrary contained in any other law enforce in India, no
                  proceeding other than Arbitration shall be carried out in any dispute arising
                  between parties from or out of any provision of the Agreement.
             ii) No Court of Law has any right to entertain and try any proceeding except
                  Arbitration proceeding arising from or out of any provision of the Agreement.

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36.3.   Place of Arbitration

        The Place of arbitration shall ordinarily be Panchkula, however by mutual agreement of
        both the parties, the arbitration proceeding if required, may be held elsewhere.

36.4.   Enforcement of Award

        The Parties agree that the decision or award resulting from arbitration shall be final and
        binding upon the parties and shall be enforceable in accordance with the provision of the
        arbitration and conciliation Act 1966.

36.5.   Jurisdiction

        The Panchkula Civil Court shall have the exclusive jurisdiction to try and adjudicate the
        dispute arising out of this agreement. No other Court can entertain the dispute arising out
        of this agreement.
         SIGNED, SEALED AND DELIVERED
         for and on behalf of Governor, Haryana   SIGNED, SEALED AND DELIVERED
         acting through Director General, Urban   For and on behalf of
         Local Bodies, Haryana                    Selected Agency:


         Signature                                Signature

         Name                                     Name

         Address                                  Address

         Contact Details                          Contact Details




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  RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                         Cluster, Haryana

    IN WITNESS WHEREOF the Parties have by duly authorized representatives set their
    respective hands and seal on the date herein mentioned below:


        For and on behalf of                          For and on behalf of

Directorate of Urban Local Bodies,            Selected Agency
Haryana




Signature and Official Seal                   Signature and Official Seal

Name:                                         Name:

Designation: Director General, Urban          Designation:
Local Bodies, Haryana

Office: Bays No. 11-14, Sector-4,
Panchkula

Phone No: 0172-2570020, Office Phone
No: 0172-2560075, 0172-2560082,

Fax: 2570021

E-mail: dulbhry@hry.nic.in
        Witness                                       Witness

1. Signature:                                 1.   Signature:
   Name:                                           Name:
   Designation:                                    Designation:
   Address:                                        Address:


2. Signature:                                 2.   Signature:
   Name:                                           Name:
   Designation:                                    Designation:
   Address:                                        Address:




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                                             Cluster, Haryana

37.      Schedule ­ I: Project Cost & Process of release of Payment


37.1.    Total Cost of Project


The total payment to be made to Selected Agency under this Project is Indian Rupee
(INR)______________, which is inclusive of all taxes and levies as applicable under respective
statues, prevailing from time to time upon the terms laid out in this Request for Proposal (RFP).

The project cost summary is reproduced herein:

(The detailed cost breakup of the above consideration shall be as per the Financial Bid of
the Selected Agency)




37.2. The payments terms will be in accordance with the payment terms mentioned in Request
      for Proposal (RFP) volume -I payment milestone.

37.3. The amount of consideration payable under this Contract shall become due immediately
      on completion of the milestones as specified in this Agreement. There shall be no
      adjustment or deduction to the consideration payable under this contract, on account of
      non ­ usage of Services by Directorate of Urban Local Bodies (DULB) or any of Urban
      Local body (ULB) under this project




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37.4.        Process of release of payment to Selected Agency


37.4.1. On completion of a payment milestone, Selected Agency will inform the Project
        Monitoring committee about completion of a payment milestone and submit the
        respective invoice to respective Urban Local Bodies.
37.4.2. On receipt of such intimation mentioning completion of a payment milestone by
        Selected Agency, the Project Monitoring committee will verify the claim made by
        Selected Agency and issue the necessary sign-off / completion certificate to Selected
        Agency within Fifteen (15) days from Selected Agency's such intimation. The approval
        given by project Monitoring committee members will be considered as sign-off issued
        for respective milestone.
37.4.3. It is very important that Selected Agency deliver the project as per the scope mentioned
        in this agreement. Hence Selected Agency will prepare the checklist mentioning
        achievement of a particular milestone as per the scope of work mentioned in this
        agreement and the same will be made available to the Project Monitoring committee
        by Selected Agency.
37.4.4. In case, the Project Monitoring committee find deliverable not completed by Selected
        Agency as per the agreed scope of work within Fifteen (15) days, then the project
        Monitoring committee will inform Selected Agency the non-completion part of such
        delivery & will mention the one single & complete list of compliance to be achieved by
        Selected Agency which will be based on the checklist prepared by Selected Agency.
37.4.5. Selected Agency will then complete the milestone based on this list of compliance
        given by the project Monitoring committee only, without re-visiting checklist parameters
        that complied earlier and then Selected Agency will intimate The Project Monitoring
        Committee the compliances of the same in writing, then the process of completion of
        milestone within seven (07) days by the project Monitoring committee will become
        applicable as mentioned above.
37.4.6. The Project Monitoring committee will then either issue the requisite sign-off /
        completion certificate or inform Selected Agency the list of compliance to be achieved
        within Seven (07) days from the date of Selected Agency's intimation.
37.4.7. Based on this sign-off certificate, respective Urban Local Bodies will release the
        payment to Selected Agency within 45 days from the date of sign off.


37.5.        Financial Matters

         Terms of Payment and Service Credits and Debits
         In consideration of the Services and subject to the provisions of this Agreement and of
         the Service Level Agreement (SLA), respective Urban Local Bodies shall pay the
         Service Provider for the Services rendered in pursuance of this Agreement, in
         accordance with the Terms of Payment Schedule set out in Volume-I of the Request for
         Proposal (RFP) and subsequent Corrigendum subject always to the fulfilment by the
         Selected Agency of the obligations herein.
        I.      All payments are subject to deductions of applicable liquidated damages as provided
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                                       Cluster, Haryana

        for in the Service Level Agreement (SLA) section of the Request for Proposal (RFP).
        For the avoidance of doubt, it is expressly clarified that respective Urban Local
        Bodies will calculate a financial sum as a result of the failure of the Service Provider
        to meet the Timelines and/or Service Level Requirements if any and debit the same
        against the terms of payment as set out in Payment Schedule in Volume -I of the
        Request for Proposal (RFP) and subsequent Corrigendum.
 II.    Save and except as otherwise provided for herein or as agreed between the Parties
        in writing, respective Urban Local Bodies shall not be required to make any
        payments in respect of the Services (or without limitation to the foregoing, in respect
        of the Service Provider performance of any obligations under this Agreement or the
        Service Level Agreement) other than those covered in Payment Schedule in
        Volume-I of the Request for Proposal (RFP) and subsequent Corrigendum.
 III.   All payments agreed to be made by respective Urban Local Bodies to the Service
        Provider in accordance with the Project shall be inclusive of all statutory levies,
        duties, taxes and other charges whenever levied/applicable including costs of
        maintenance, if any and Directorate of Urban Local Bodies (DULB) / respective
        Urban Local Bodies shall not be liable to pay any such levies/other charges under
        or in relation to this Agreement and/or the Services.
IV.     Payment shall be paid at the times and in the manner set out in the Payment
        schedule as specified in the volume -I of the Request for Proposal (RFP) and
        respective corrigendum, against value of contract. However, all the applicable taxes
        shall be reimbursed against submission of payment proofs. Works contract taxes, if
        any applicable, shall be reimbursed against actual and against submission of
        payment proofs.
 V.     No invoice for extra work/change order on account of change order will be submitted
        by the Service Provider unless the said extra work /change order has been
        authorized/approved by the Directorate of Urban Local Bodies (DULB) / respective
        Urban Local Bodies in writing in accordance with Clause on Change order.
VI.     In the event of Client / respective Urban Local Body noticing at any time that any
        amount has been disbursed wrongly to Selected Agency or any other amount is due
        from Selected Agency to the Client / respective Urban Local Body, the Client /
        respective Urban Local Body may without prejudice to its rights recover such
        amounts by other means after notifying Selected Agency or deduct such amount
        from any payment falling due to Selected Agency. The details of such recovery, if
        any, shall be intimated to Selected Agency. Selected Agency shall receive the
        payment of undisputed amount under subsequent invoice for any amount that has
        been omitted in previous invoice by mistake on the part of the Client / respective
        Urban Local Body or Selected Agency.




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                                          Cluster, Haryana

37.6.   Invoicing and Settlement


        Subject to the specific terms of the Service Level Agreement, the Service Provider shall
        submit its invoices in accordance with the following principles:

 37.6.1. Respective Urban Local Bodies shall be invoiced by the Service Provider for the
         Services. Generally, and unless otherwise agreed in writing between the Parties or
         expressly set out in the Service Level Agreement, the Selected Agency shall raise an
         invoice as per Payment Schedule in Volume 1 of the Request for Proposal (RFP) and
         respective corrigendum.
 37.6.2. Any invoice presented in accordance with this Clause shall be in a form agreed with
         Directorate of Urban Local Bodies (DULB).
 37.6.3. Selected Agency shall be solely responsible to make payment to personnel and third
         parties, etc.
 37.6.4. Payment shall be made within Forty-Five (45) working days of the receipt of invoice
         along with supporting documents by respective Urban Local Bodies subject to
         penalties. The penalties are imposed on the vendor as per the Service Level
         Agreement criteria specified in the Request for proposal. Directorate of Urban Local
         Bodies (DULB) / respective Urban Local Bodies shall not be liable for any additional
         payment as late charges/ delay charges/ penalty charges etc. for any delayed
         payments under any conditions whatsoever.
 37.6.5. Client / respective Urban Local Bodies shall be entitled to delay or withhold payment
         of any invoice or part of it delivered by the Selected Agency where Client / respective
         Urban Local Bodies disputes/ withholds such invoice or part of it provided that such
         dispute is bona fide. The withheld amount shall be limited to that which is in dispute.
         The disputed /withheld amount shall be settled in accordance with the escalation
         procedure. Any exercise by Client / respective Urban Local Bodies under this Clause
         shall not entitle the Selected Agency to delay or withhold provision of the Services.



37.7.   Professional Fees

        All expenses incurred by or on behalf of each Party to this Agreement and the Service
        Level Agreement (SLA), including all fees of agents, legal advisors, accountants and
        actuaries employed by either of the Parties in connection with the negotiation,
        preparation and execution of this Agreement or the Service Level Agreement (SLA) shall
        be borne solely by the Party which incurred them.




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38.      Schedule ­ II: Change Management Process
         This Schedule describes the procedure to be followed in the event of any proposed
         change to the Master Service Agreement ("MSA"), Project Implementation Phase,
         Service Level Agreements (SLAs), Scope of Work and Functional Requirement in this
         Request for Proposal. Such change shall include, but shall not be limited to, changes in
         the scope of services provided by the Selected Agency and changes to the terms of
         payment as stated in the Terms of Payment Schedule. Directorate of Urban Local Bodies
         (DULB) and Selected Agency recognize that occasional and reasonable change is an
         inevitable part of delivering services and that a significant element of this change can be
         accomplished by re-organizing processes and responsibilities without a material effect on
         the cost. The Selected Agency will endeavour, wherever reasonably practical, to effect
         change without an increase in the terms of payment as stated in the Terms of Payment
         schedule. Directorate of Urban Local Bodies (DULB) or its nominated agencies will work
         together to ensure that such changes are discussed and managed in a constructive
         manner. However, in case such changes are of a nature that the Selected Agency has to
         bear significant additional costs, then the Selected Agency shall be compensated for such
         costs. This Change Control Schedule sets out the provisions which will apply to all the
         changes to this Master Service Agreement (MSA).



38.1.    Change Orders/Alteration/Variation


  38.1.1. The Selected Agency agrees that the requirements/ / specifications and Service
          requirements given in the Request for Proposal (RFP) documents are minimum
          requirements and are in no way exhaustive and guaranteed by the Directorate of
          Urban Local Bodies (DULB).
  38.1.2. The Directorate of Urban Local Bodies (DULB) may at any time, by a written change
          order given to the Selected Agency, make changes within the general scope of the
          Contract.
  38.1.3. The written advice to any change shall be issued by Directorate of Urban Local
          Bodies (DULB) to the Selected Agency up to four (4) weeks prior to the due date of
          commencement of services.
  38.1.4. In case of increase in Specifications or Service requirements or in case of additional
          requirement, the Selected Agency agrees to carry out / provision for such additional
          requirement at the rate and terms and conditions as provided in this Agreement. In
          case of decrease in Service requirements, the Selected Agency shall give a reduction
          in price at the rate given in this Agreement corresponding to the said decrease.
  38.1.5. In case applicable rates for the increase/decrease in question are not available in this
          Agreement then the rates as may be mutually agreed shall apply. The Selected
          Agency shall not be entitled to any claim by way of change of price, damages, losses,
          etc.



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38.2.   Conditions for Change Order

   38.2.1. The change order will be initiated only in case
        a. The Directorate of Urban Local Bodies (DULB) directs, in writing, the Selected
           Agency to incorporate changes to the deliverables requirements already covered in
           this Agreement.
         b. The Directorate of Urban Local Bodies (DULB) directs, in writing, the Selected
            Agency to include any addition to the scope of work or services covered under this
            Agreement or delete any part thereof,
         c. Selected Agency requests to delete any part of the work which will not adversely
            affect the operational capabilities and functioning of the system and if the deletions
            proposed are agreed to by the Directorate of Urban Local Bodies (DULB)and for
            which cost and time benefits shall be passed on to the Directorate of Urban Local
            Bodies (DULB).

   38.2.2. Any change order comprising an alteration which involves change in the cost of the
           services (which sort of alteration is hereinafter called a "Variation") shall be the
           Subject of an amendment to this Agreement by way of an increase or decrease in the
           Contract Value and adjustment of the implementation schedule if any.
   38.2.3. If there is a difference of opinion between the Selected Agency and Directorate of
           Urban Local Bodies (DULB) Representative on whether a particular item, work or part
           of the work constitutes a change order or not, the matter shall be handled in
           accordance with the procedures set forth in the section 37.3.



38.3.   Procedures for Change Order


        38.3.1. Upon receiving any revised requirement/ advice, in writing, from the Directorate
                of Urban Local Bodies (DULB), the Selected Agency would verbally discuss the
                matter with Directorate of Urban Local Bodie's (DULB) Representative.

        38.3.2. In case such requirement arises from the side of the Selected Agency, he would
                also verbally discuss the matter with Directorate of Urban Local Bodie's (DULB)
                Representative giving reasons thereof.


               In either of the cases as explained in Clauses above, the representatives of both
               the parties will discuss on the revised requirement for better understanding and
               to mutually decide whether such requirement constitutes a change order or not.
               Such representation will also be discussed and validated by Project Monitoring
               Committee (PMC).

        38.3.3. If it is mutually agreed that such Requirement constitutes a "Change Order"
                then a joint memorandum will be prepared and signed by the Selected Agency

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            and Directorate of Urban Local Bodies (DULB) to confirm a "Change Order"
            and basic ideas of necessary agreed arrangement.

   38.3.4. Selected Agency will study the revised requirement in accordance with the joint
           memorandum and assess subsequent schedule and cost effect, if any.

   38.3.5. Upon completion of the study referred to above, the results of this study along
           with all relevant details including the estimated time and cost effect thereof with
           supporting documents would be submitted to the Directorate of Urban Local
           Bodies (DULB) to enable the Directorate of Urban Local Bodies (DULB) to give
           a final decision. Such decision will be provided with due approval of the steering
           committee whether Selected Agency should proceed with the change order or
           not in the best interest of the works.

   38.3.6. The estimated cost and time impact indicated by Selected Agency shall be
           considered as a ceiling limit and shall be provisionally considered for taking a
           decision to implement change order. The costs can be further negotiated by
           Directorate of Urban Local Bodies (DULB).

   38.3.7. A Change Control Note (CCN) would be required to be prepared.

   38.3.8. The time impact applicable to the Contract shall be mutually agreed,
           subsequently, on the basis of the detailed calculations supported with all
           relevant back up documents.

   38.3.9. In case Selected Agency fails to submit all necessary substantiation/
           calculations and back up documents, the decision of the Directorate of Urban
           Local Bodies (DULB) regarding time and cost impact shall be final and binding
           on the Selected Agency.

   38.3.10. If Directorate of Urban Local Bodies (DULB) accepts the implementation of the
            change order in writing, which would be considered as change order, then
            Selected Agency shall commence to proceed with the enforcement of the
            change order pending final agreement between the parties with regard to
            adjustment of the Contract Value and the schedule.

   38.3.11. In case, mutual agreement, i.e. whether new requirement constitutes the
            change order or not, is not reached, then Selected Agency in the interest of the
            works, shall take up the enforcement of the change order, if advised in writing
            to do so by Directorate of Urban Local Bodie's (DULB) Representative pending
            settlement between the two parties to the effect whether such requirement
            constitutes a change order or not as per the terms and conditions of Contract
            documents. The time and cost effects in such a case shall be mutually verified

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                  and recorded. Should it establish that the said work constitutes a change order,
                  the same shall be compensated taking into account the records kept in
                  accordance with the Contract.



         38.3.12. The Selected Agency shall submit necessary back up documents for the
                  change order showing the break- up of the various elements constituting the
                  change order for the Directorate of Urban Local Bodie's (DULB) review. If no
                  agreement is reached between the Directorate of Urban Local Bodie's (DULB)
                  and Selected Agency within Sixty (60) days after Directorate of Urban Local
                  Bodie's (DULB) instruction in writing to carry out the change concerning the
                  increase or decrease in the Contract Value and all other matters described
                  above, either party may refer the dispute to arbitration.



38.4.    Change Control Note ("CCN")


        38.4.1. Change requests in respect of the Master Service Agreement (MSA), the Project
                Implementation, the operation, the Service Level Agreement (SLA), Scope of
                work and Functional Requirement will emanate from the Parties' respective
                Project Manager who will be responsible for obtaining approval for the change
                and who will act as its sponsor throughout the Change Control Process and will
                complete Change Control Note as attached in Volume 1 of Request for Proposal
                (RFP). Change Control Notes will be presented to the other Party's Project
                Manager who will acknowledge receipt by signature of the Change Control Note.

        38.4.2. The Selected Agency and the Directorate of Urban Local Bodies (DULB) or its
                nominated agencies, during the entire Project Implementation Phase and the
                Directorate of Urban Local Bodies (DULB)or its nominated agencies during the
                Handholding Phase and while preparing the Change Control Note, shall consider
                the change in the context of the following parameter, namely whether the change
                is beyond the scope of Services including ancillary and concomitant services
                required and as detailed in the Request for Proposal (RFP) and is suggested and
                applicable in the Project Implementation Phase as set out in this Agreement.

        38.4.3. It is hereby also clarified here that any change of control suggested beyond 25%
                of the value of this Project will be beyond the scope of the change control process
                and will be considered as the subject matter for a separate bid process and a
                separate contract. It is hereby clarified that the 25% of the value of the Project as
                stated in herein above is calculated on the basis of bid value submitted by the
                Selected Agency and accepted by the Directorate of Urban Local Bodies (DULB)
                or its nominated agencies or as decided and approved by Directorate of Urban
                Local Bodies (DULB) or it Nominated Agencies. For arriving at the cost / rate for

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                change up to 25% of the project value, the payment terms specified in the
                Request for Proposal Volume 1 shall apply.


38.5.    Conditions for revised work / change order

         The provisions of the Contract shall apply to revised work / change order as if the revised
         work / Change order has been included in the original Scope of work. However, the
         Contract Value shall increase / decrease, and the schedule shall be adjusted on account
         of the revised work / Change orders as may be mutually agreed in terms of provisions set
         forth in Clause 37 of this section. The Selected Agency's obligations with respect to such
         revised work / change order shall remain in accordance with the Contract.








38.6.    Proposed Categories of Change

         The change categories will be as per the Volume II of the Request for Proposal (RFP)

38.7.    Quotation

        38.7.1. The Selected Agency shall provide as part of Change Control Note a minimum:
                   a. a description of the change
                   b. a list of deliverables required for implementing the change;
                   c. a time table for implementation;
                   d. an estimate of any proposed change
                   e. any relevant acceptance criteria
                   f.   an assessment of the value of the proposed change;
                   g. material evidence to prove that the proposed change is not already
                        covered within this Agreement and the scope of work.

        38.7.2. Prior to submission of the completed Change Control Note to Directorate of
                Urban Local Bodies (DULB), or its nominated agencies, the Selected Agency will
                undertake its own internal review of the proposal and obtain all necessary
                internal approvals. As a part of this internal review process, the Selected Agency
                shall consider the materiality of the proposed change in the context of the Master
                Service Agreement (MSA) and the Project Implementation affected by the
                change and the total effect that may arise from implementation of the change.



38.8.    Obligations

         The Selected Agency shall be obliged to implement any proposed changes once
         approval in accordance with above provisions has been given, with effect from the date
         agreed for implementation and within an agreed timeframe. Selected Agency will not be
         obligated to work on a change until the parties agree in writing upon its scope, price
         and/or schedule impact.

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39.      Schedule ­ III: Audit, Access and Reporting



39.1.    Purpose

         This Schedule details the audit, access and reporting rights and obligations of the
         Directorate of Urban Local Bodies (DULB) or its nominated agency and the Selected
         Agency.



39.2.    Audit Notice and Timing


       39.2.1. As soon as reasonably practicable after the Effective Date of signing of this
               Agreement, the Parties shall use their best endeavour's to agree to a timetable for
               routine audits during the entire Project Implementation Phase. Such timetable
               during the Implementation Phase, Directorate of Urban Local Bodies (DULB) or its
               nominated agency and thereafter during the Handholding Phase, Directorate of
              Urban Local Bodies (DULB) or its nominated agency shall conduct routine audits
              in accordance with such agreed timetable and shall not be required to give the
              Selected Agency any further notice of carrying out such audits.

       39.2.2. The Directorate of Urban Local Bodies (DULB) or its nominated agency may
               conduct non-timetabled audits at his/ her own discretion if it reasonably believes
               that such non-timetabled audits are necessary as a result of an act of fraud by the
               Selected Agency, a security violation, or breach of confidentiality obligations by the
               Selected Agency, provided that the requirement for such an audit is notified in
               writing to the Selected Agency a reasonable period time prior to the audit (taking
               into account the circumstances giving rise to the reasonable belief) stating in a
               reasonable level of detail the reasons for the requirement and the alleged facts on
               which the requirement is based. If the Selected Agency considers that the non-
               timetabled audit was not appropriate, the matter shall be referred to the escalation
               procedure as set out in the Governance Schedule.

       39.2.3. The frequency of audits shall be a (maximum) half yearly, provided always that the
               Directorate of Urban Local Bodies (DULB) or its nominated agency shall endeavour
               to conduct such audits with the lowest levels of inconvenience and disturbance
               practicable being caused to the Selected Agency. Any such audit shall be
               conducted by with adequate notice of 2 weeks to the Selected Agency.

       39.2.4. Directorate of Urban Local Bodies (DULB) will ensure that any 3rd party agencies
               (except Comptroller and Auditor General `CAG') appointed to conduct the audit will
               not be the competitor of Selected Agency and will be bound by confidentiality
               obligations.


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39.3.   Access

        The Selected Agency shall provide to the Directorate of Urban Local Bodies (DULB) or
        its nominated agency reasonable access to employees, suppliers, agents and third party
        facilities as detailed in the Request for Proposal (RFP), documents, records and systems
        reasonably required for audit and shall provide all such persons with routine assistance
        in connection with the audits and inspections. The Steering Committee/ Project
        Management unit shall have the right to copy and retain copies of any relevant records.
        The Selected Agency shall make every reasonable effort to co-operate with them.



39.4.   Audit Rights

        The Directorate of Urban Local Bodies (DULB) or its nominated agency shall have the
        right to audit and inspect suppliers, agents and third party facilities (as detailed in the
        Request for Proposal `RFP'), data centers, documents, records, procedures and
        systems relating to the provision of the services, but only to the extent that they relate
        to the provision of the services, as shall be reasonably necessary to verify:

    39.4.1. The security, integrity and availability of all data processed, held or conveyed by
            the Partner on behalf of Directorate of Urban Local Bodies (DULB) and
            documentation related thereto;

    39.4.2. That the actual level of performance of the services is the same as specified in the
            Service Level Agreement (SLA).

    39.4.3. That the Selected Agency has complied with the relevant technical standards, and
            has adequate internal controls in place; and

    39.4.4. The compliance of the Selected Agency with any other obligation under the Master
            Service Agreement (MSA) and Service Level Agreement (SLA).

    39.4.5. Task verification audit of the project shall be done once each year, the cost of which
            shall be borne by the Selected Agency.

    39.4.6. For the avoidance of doubt the audit rights under this Schedule shall not include
            access to the Selected Agency's profit margins or overheads, any confidential
            information relating to the Selected Agency' employees, or minutes of its internal
            Board or Board committee meetings including internal audit, or such other
             information of commercial-in-confidence nature which are not relevant to the
             Services associated with any obligation under the Master Service Agreement
             (MSA).




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39.5.   Action and Review

     39.5.1. Any change or amendment to the systems and procedures of the Selected Agency,
             where applicable arising from the audit report shall be agreed within thirty (30)
             calendar days from the submission of the said report.
     39.5.2. Any discrepancies identified by any audit pursuant to this Schedule shall be
             immediately notified to the Directorate of Urban Local Bodies (DULB)or its
             nominated agency and the Selected Agency Project Manager who shall determine
             what action should be taken in respect of such discrepancies in accordance with
             the terms of the Master Service Agreement (MSA).
     39.5.3. REPORTING: The Selected Agency will provide quarterly reports to the PMU or
             Steering Committee regarding any specific aspects of the Project and in context of
             the audit and access information as required by the Directorate of Urban Local
             Bodies (DULB) or its nominated agency.



39.6.   Records and Information

        For the purposes of audit in accordance with this Schedule, the Selected Agency shall
        maintain true and accurate records in connection with the provision of the services and
        the Selected Agency shall handover all the relevant records and documents upon the
        termination or expiry of the Master Service Agreement (MSA).




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40.     Schedule IV: Governance Schedule

40.1.   Purpose

        The purpose of this Schedule is to:
         a)   Establish and maintain the formal and informal processes for managing the
              relationship between the Directorate of Urban Local Bodies (DULB) and the
              Selected Agency (including the outputs from other Schedules to this Agreement;
         b)   define the principles that both Parties wish to follow to ensure the delivery of the
              Services
         c)   Ensure the continued alignment of the interests of the Parties;
         d)   Ensure that the relationship is maintained at the correct level within each Party;
         e)   Create the flexibility to revise and maintain the relationship and this Agreement
              during the Term;
         f)   Set out the procedure for escalating disagreements; amenable contract
              administration and performance management.

40.2.   Governance Structure

      40.2.1. Steering Committee

             A Steering Committee under the chairmanship of Hon'ble Chairman, Directorate
             of Urban Local Bodies (DULB) will be formed and will govern the project till the
             completion of accrual based double entry accounting system in the Urban Local
             Bodies of Haryana and would consist of following members:


                      #       Designation                                     Position


                     1.    Administrative Secretary, Directorate of Chairman
                           Urban Local Bodies (DULB)
                     2.    Representative from Urban Development Member
                           Department (UDD)
                     3.    Project Manager, Directorate of Urban Member
                           Local Bodies (DULB)
                     4.    Financial Advisor, Directorate of Urban Member
                           Local Bodies (DULB) or nominated agency


                     5.    Project Manager, Selected Agency               Member
                     6.    Project Consultant                             Member




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                  The Steering committee members will meet at least once a month or as
                  required based on the time and location agreed between them. These
                  meetings will cover as a minimum agenda:

                  1)       Hold the kick-off meeting on the project with all stakeholders within
                           Seven (7) days of contract sign-off
                  2)       Provide overall leadership, vision, and direction for the implementation
                           of the project
                  3)       Overall planning, co-ordination, monitoring and progress review of the
                           project
                  4)       Overall strategic control and take decision on regulatory matters and
                           provide guidance for successful execution of the project
                  5)       Approval of the detailed project work plan (including Gannt chart
                           representation) initially, as well as approvals to any subsequent
                           changes necessary to be made in the plan. Post Steering Committee's
                           approvals, the plan's adherence monitoring will be the responsibility
                           of the Project Monitoring Committee (PMC).
                  6)       Creating a supporting environment for the success of the project
                  7)       Consideration of matters arising out of the change control note and
                           approval of the same
                  8)       Resolution of disputes if any between Selected Agency and Project
                           Monitoring Committee (PMC)
                  9)       Review of budgetary requirements and financial monitoring of the
                           allocated funds



    40.2.2. Project Monitoring Committee (PMC)

           I. The Parties shall, in addition to the purposes mentioned in the Clause 3, form a
              committee to be called as the project Monitoring committee for the purpose of day
              to day decision making and representation to complete the Project within fifteen
              (15) days of contract signing
          II. The above referred project Monitoring committee shall hold project review meetings
              chaired by Director General of Directorate of Urban Local Bodies (DULB). The
              Monitoring committee shall comprise of following members and would meet
              formally on a fortnightly / monthly / quarterly, as required, basis at a time and
              location to be agreed between them.
         III. Roles & Responsibilities of Project Monitoring Committee shall be as follows:

                   a.   Review & Validate Selected Agency milestone / deliverables report and
                        provide recommendation in consultation with Directorate of Urban Local



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                        Bodies (DULB) /, with a copy to steering committee
                   b.   Resolve and provide directions on the operational matters
                   c.   Monitor the project work schedule / plan as per the format provided in the
                        specified in the proposal to be submitted by Selected Agency on a regular
                        basis to ensure its implementation as agreed between Selected Agency
                        and Directorate of Urban Local Bodies (DULB). Ensure progress on
                        training and capacity building activities to Urban Local Bodie's, and
                        concerned stakeholders as per the agreed scheduled
                   d.   Conducting regular meetings with key project stake holders for issue
                        resolution
                   e.   Coordination between different stake holders as per the guidance of
                        steering committee
                   f.   Any other issues to be discussed pertaining to the project
                   g.   To issue acceptance / Sign ­ off certificate to Selected Agency as per
                        their request during the Project period. The approval given by Project
                        Monitoring Committee (PMC) shall be treated as sign-off issued by the
                        Client for the respective milestone to Selected Agency during the Project
                        period
                   h.   To approve the release of payment to Selected Agency during the Project
                        period

                   The Project Monitoring Committee (PMC) will comprise of the following
                   members
                        Composition


                        Director General, of Urban Local Bodies       Chairman
                        (DULB)
                        Project Director ­ Directorate of Urban       Member Secretary
                        Local Bodies (DULB)
                        Chief officer of one municipal council from   Member
                        each category (A, B, & C)
                        Commissioner / Dy. Commissioner of one        Member
                        Municipal corporation
                        Representatives of Urban Development          Member
                        Dept.
                        Project Manager ­ Selected Agency             Member
                        Project Manager, Project Management           Member
                        Unit (PMU)
                        Other invitees, as per approval of            Member
                        Chairman


                          i.    The relationship under this Agreement will be managed by the
                                Project Managers appointed by each Party, who will provide the



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                                interface between the executive management of the respective
                                Parties.
                         ii.    Within Seven (7) days following the Effective Date, Directorate of
                                Urban Local Bodies (DULB) or its nominated agencies and the
                                Special Investigation Branch (SIB) shall each appoint a Project
                                Manager. In the event that either Party wishes to substitute its
                                Project Manager it will do so in manner in which the original
                                appointment is made and notify the other Party of such
                                substitution as soon as reasonably practicable but at the latest
                                within Seven (7) days of the substitution.
                         iii.   The Project Managers shall have responsibility for maintaining
                                the interface and communication between the Parties.
                         iv.    In the event that there is any material factor which affects the
                                delivery of Services or the terms of payment as stated in the
                                Terms of Payment Schedule, the Parties agree to discuss with
                                the Project Monitoring Committee (PMC), any appropriate
                                amendment to this Agreement or any Service Level Agreements
                                (SLA) or Statement of Works (including any variation to the terms
                                of payment as stated in the Terms of Payment Schedule). Any
                                variation so agreed shall be implemented through the change
                                control procedure as set out in the Change Control Schedule and
                                should be put up to steering committee for approval.

40.3.   Governance Procedures

   I.   The Selected Agency shall document the agreed structures in a procedure's manual.
  II.   The agenda for each meeting of the Project Monitoring Committee (PMC) shall be set to
        reflect the discussion items referred to above and extraordinary items may be added
        either with the agreement of the Parties or at the request of either Party. Copies of the
        agenda for meetings of the Project Monitoring Committee (PMC), along with relevant pre-
        reading material, shall be distributed at least one week in advance of the relevant
        meeting.
 III.   All meetings and proceedings will be documented such documents to be distributed to
        the Parties and copies shall be kept as a record. All actions, responsibilities and
        accountabilities arising out of any meeting shall be tracked and managed.
 IV.    The Parties shall ensure as far as reasonably practicable that the Project Monitoring
        Committee (PMC) shall resolve the issues and resolve the objectives placed before them
        and that members representing that Party are empowered to make relevant decisions or
        have easy access to empowered individuals for decisions to be made to achieve this.
  V.    In order formally to submit a Disputed Matter to the aforesaid for a, one Party ("Claimant")
        shall give a written notice ("Dispute Notice") to the other Party. The Dispute Notice shall
        be accompanied by
 VI.    A statement by the Claimant describing the Disputed Matter in reasonable detail and


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VII.     Documentation, if any, supporting the Claimant's position on the Disputed Matter.
VIII.    The other Party ("Respondent") shall have the right to respond to the Dispute Notice
         within Seven (7) days after receipt of the Dispute Notice. In the event that the parties are
         unable to resolve the Disputed Matter within a further period of Seven (7) days, it shall
         refer the Disputed Matter to next level of the dispute resolution for action.
 IX.     All negotiations, statements and / or documentation shall be without prejudice and
         confidential (unless mutually agreed otherwise).
  X.     If the Disputed Matter is having a material effect on the operation of the Services (or any
         of them or part of them) the Parties will use all their respective reasonable endeavours to
         reduce the elapsed time in reaching a resolution of the Disputed Matter.



40.4.    Escalation Procedure for Issue Resolution


         I.    If any issue arises between the parties hereto during the subsistence of this
               Agreement of thereafter, in connection with the validity Interpretation
               implementation or alleged breach of any provision of this Agreement or the SLA
               shall in the first instance be dealt in the Project Monitoring Committee (PMC)
               meetings. This would be the first level of escalation.
        II.    In the event that the Project Monitoring Committee (PMC) is unable to resolve the
               issue within Fifteen (15) days of it being referred to it, then either Party may refer
               the dispute for resolution to the Steering Committee. This would be the second
               level of escalation.
        III.   However, if the issue/s still remains unsolved, they would be further escalated as
               per the procedure listed in Dispute Resolution Clause of this agreement.




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41.        Schedule ­ V: Service Level Agreement



41.1.      Purpose of the Service Level Agreement (SLA)


      I.   The purpose of this Service Level Agreement (hereinafter referred to as SLA) is to
           clearly define the Service Levels which shall be provided by the Selected Agency to
           respective Urban Local Bodies for the duration of this contract. The benefits of this SLA
           are to:
                    a)       Make Directorate of Urban Local Bodies' (DULB) and Urban Local
                             Bodies' expectations from the Selected Agency explicit with respect to
                             performance and outcomes.
                    b)       Help Directorate of Urban Local Bodies (DULB) and Urban Local
                             Bodies monitor the levels of performance of the Selected Agency
                             during the duration of the contract.
                    c)       Trigger a process that applies to Directorate of Urban Local Bodies'
                             (DULB), Urban Local Bodies' and Selected Agency's attention to any
                             aspect of performance when that aspect drops below an agreed upon
                             threshold or target.
   II.     The Selected Agency, Directorate of Urban Local Bodies (DULB) and Urban Local
           Bodies shall maintain monthly contact to monitor the performance of the services being
           provided by the Selected Agency and effectiveness of this Service Level Agreement
           (SLA).
  III.     During the contract period, under normal circumstances, any changes to the Service
           Level Agreement (SLA) will be discouraged. However, under exceptional/ contingent
           circumstances, on representation made by the Selected Agency, there may be changes
           to the Service Level Agreement (SLA). The decision of Directorate of Urban Local
           Bodies (DULB) and respective Urban Local Body in this regard shall be final and binding
           on the Selected Agency.




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  IV.   This Service Level Agreement (SLA) document provides for minimum level of services
        required as per contractual obligations based on performance indicators and
        measurements thereof, which will be reviewed on monthly basis before releasing
        payments to the Selected Agency.
  V.    The Selected Agency shall ensure provisioning of all required services while
        monitoring the performance of the same to effectively comply with the performance
        levels. The liquidated damages recoverable from the Selected Agency will be in
        addition to the penalty on the Service Level Agreements (SLAs). It is expressly agreed
        that in case some Service Level is not achieved by the Selected Agency and such
        non-achievement is not solely attributable to the Selected Agency then no penalty
        shall be imposed upon on Selected Agency.
  VI.   The Selected Agency and the respective Urban Local Body / Directorate of Urban
        Local Bodies (DULB) may expressly or impliedly agree not to levy any penalty upon
        Selected Agency for non-performance.
 VII.   The Service Level Agreement (SLA) shall be entered into concurrently with this
        Agreement between Directorate of Urban Local Bodies (DULB) and Selected Agency.



41.2.   Definitions

        For purposes of this Service Level Agreement, the definitions and terms as specified
        in the contract along with the following terms shall have the meanings set forth below:
                1)      "Availability" shall mean the time for which the services and facilities
                        offered by the Selected Agency are available for conducting operations
                        from the implemented solution.
                2)      "Technical Support" shall mean the support provided by the
                        Technical Support Team set up by the Selected Agency's ­ including
                        but not limited to Fault reporting, Trouble Ticketing and related
                        enquiries during this contract.
                3)      "Incident" refers to any event / abnormalities in the functioning of the
                        solution / Services that may lead to disruption in normal operations.
                4)      Severity for Problem Requests/Defect Fixes: The severity of a
                        problem request or defects fixes would be based on the business
                        impact of the problem.




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41.3.    Description of Services Provided

         The required scope and boundaries of solution and services provided as part of this
         Agreement are detailed in Volume II ­ Scope of Work of this Request for Proposal
         (RFP) document



41.4.    Breach Clause


          I. This Service Level Agreement (SLA) document provides for minimum level of
             system characteristics and services required as per contractual obligations based
             on performance indicators and measurements thereof. The Selected Agency shall
             ensure provisioning of all required services while monitoring the performance of
             the same to effectively comply with performance levels.
         II. Service Level Agreement (SLA) parameters shall be monitored on a
             monthly/quarterly basis (or as specified below) as per the individual Service Level
             Agreement (SLA) parameter requirements. In case the service levels cannot be
             achieved at service levels defined in the tables below, it shall result in a breach of
             contract and shall invoke penalty.
        III. A Service Level breach will occur if the Selected Agency fails to meet Minimum
             Service Levels on a monthly basis (or periodicity defined in this Request for
             Proposal) for a particular Service Level.
        IV. However, penalty will be imposed as specified below, Availability and performance
             report provided to the respective Urban Local Body and Directorate of Urban Local
             Bodies (DULB) shall contain the summary of all incidents reported and associated
             performance measurement for that period. The maximum penalty shall be capped
             at 10% of the total Project Value. If the penalty during these phases exceeds 10%
             of the Total project value, then Directorate of Urban Local Bodies (DULB) reserves
             the right to take appropriate action including termination of the contract and
             forfeiting of Performance Bank Guarantee.
         V. In case there are successive breaches of SLA's for two milestones, Directorate of
             Urban Local Bodies (DULB) can issue show cause notice to the Selected Agency
             to explain their non-performance. Also Steering Committee meeting may be called
             wherein Selected Agency needs to explain the action taken to prevent such
             recurrences in future. This is without prejudice to other rights of Directorate of
             Urban Local Bodies (DULB).
        VI. The services provided by the Selected Agency shall be reviewed by Directorate of
             Urban Local Bodies (DULB) in terms of, but not limited to, the following:
                    a)      Check Performance of the Selected Agency against this Service
                            Level Agreement (SLA) every quarter and consider any key issues of
                            the past period's performance statistics including major incidents

                  b)      Discuss escalated problems, new issues and matters still outstanding
                          for resolution

                  c)      Increase Service Level Agreement (SLA) penalties if Selected
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  RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                         Cluster, Haryana
                         Agency is found to be defaulting on certain parameters repeatedly

                  d)     Review of statistics related to rectification of outstanding faults and
                         agreed changes

                  e)     Obtain suggestions for change to improve the services levels

                  f)     Penalties shall be imposed on immediate next payment milestone
                         etc.

    VII. In case desired, Directorate of Urban Local Bodies (DULB) may initiate an interim
          review to check the performance and the obligation of the Selected Agency. The
          Service Level Agreement (SLA) may be reviewed and revised in accordance to the
          procedures detailed in Schedule II, Change Control Schedule.
    VIII. For the purpose of recovery of penalty imposed, the penalty amount will be
          adjusted against payment made to the Selected Agency by respective Urban Local
          Bodies for the respective milestones. In case the penalty amount exceeds the
          payment being made to Selected Agency by Urban Local Bodies for that
          milestones, it may be adjusted against performance bank guarantee.
     IX. Urban Local Bodies shall not make any payments for Production support requests/
          tickets during the lifecycle of the project.
      X. It is expressly agreed that in case some Service Level is not achieved by the
          Selected Agency and such non-achievement is not solely attributable to the
          Selected Agency then no penalty shall be imposed upon on Selected Agency.
     XI. The Selected Agency, respective Urban Local Bodies and the Directorate of Urban
          Local Bodies (DULB) may expressly or impliedly agree not to levy any penalty upon
          Selected Agency for non-performance.

41.5.   SLA Monitoring

         I.   SLA monitoring will be carried out by the respective Urban Local Bodies and
              Directorate of Urban Local Bodies (DULB) based on Service Level Agreement
              (SLA) compliance report and Service Level Agreement (SLA) monitoring tool.
              Service Level Agreement (SLA) monitoring tool will be put in place by the
              Selected Agency which will collate information as per defined Service Level
              Agreement (SLA) parameters. Reports of Service Level Agreement (SLA)
              compliance in the tool will be updated as per agreed updated frequency and
              available for review by respective Urban Local Bodies and Directorate of Urban
              Local Bodies (DULB) designated authority.
        II.   Every bill raised by the Selected Agency needs to be accompanied with a
              compliance report against applicable Service Level Agreement (SLA) depending
              on the phase and should also include self-declaration of compliance / non-
              compliance by the Selected Agency. Bills need to include any other documents
              required by respective Urban Local Bodies / Directorate of Urban Local Bodies
              (DULB).




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                                        Cluster, Haryana
Sr. Measurement             Definition                           Service         Penalty
No.                                                              Level Target
A    PROJECT INITIATION

A.1   Team Mobilization   Selected Agency is expected to              Within Thirty   No Penalty
      on commencement     mobilize its team at the initiation of      (30) calendar
      of work             the project for enabling                    days from the
                          Commencement of work for this               date of
                          project.                                    release of
                          For the purpose of this metric,             Work Order.
                          commencement of work would mean
                          reporting of resources of the Selected      After Thirty    Termination
                          Agency at locations designated by           (30) calendar   of Contract
                          Directorate of Urban Local Bodies           days from the
                          (DULB), Haryana for this project.           date of
                                                                      release of
                                                                      Work Order.

B     IMPLEMENTATION OF ACCRUAL BASED DOUBLE ENTRY ACCOUNTING SYSTEM
      (ABDEAS) IN THE URBAN LOCAL BODIES OF FARIDABAD CLUSTER

B.1   Adherence to        Selected Agency shall submit the            0 calendar      No Penalty
      submission of       following deliverables as part of this      days of delay
      Project             stage of the project as per the agreed      in submission
      Deliverables        project plan:                               for each
                            · Survey and listing out of               individual
                                moveable and immovable                deliverable
                                Assets, inventory, liabilities, and
                                                                      > 0 calendar    2% of the
                                carrying out valuation of fixed
                                                                      days to         payment
                                assets & liabilities of Urban
                                                                      <=Thirty (30)   corresponding
                                Local Bodies as per
                                                                      calendar        to applicable
                                government
                                                                      days of delay   milestone
                                notifications/Municipal
                                                                      in submission
                                accounting code.
                                                                      for each
                            · Preparation and Approval of             individual
                                Opening Balance Sheet of              deliverable
                                Urban Local Bodies as on 01-
                                                                      > Thirty (30)   5% of the
                                04-2016 including Income &
                                                                      calendar        payment
                                Expenditure Account & other
                                                                      days to <=      corresponding
                                relevant schedule as per
                                                                      Sixty (60)      to applicable
                                Haryana Municipal Accounts
                                                                      calendar        milestone
                                Code/National Municipal
                                                                      days of delay
                                Accounts Manual.
                                                                      in submission
                            · Up to date Books of accounts,           for each
                                entered all transaction in            individual
                                selected accounting software,         deliverable
                                Preparation and Approval of
                                                                      > Sixty (60)    10% of the
                                Balance Sheet of Urban Local
                                                                      calendar        payment
                                Bodies as on 31-03-2017.
                                                                      days to <=      corresponding
                                Including Income & Expenditure
                                                                      Ninety (90)     to applicable
                                Account & other relevant
                                                                      calendar        milestone
                                schedule as per Haryana
                                                                      days of delay
                                Municipal Account
                                                                      in submission
                                Code/National Municipal
                                                                      for each
                                Accounts Manual
                                                                      individual
                            · Up to date Books of accounts,           deliverable
                                entered all transaction in
                                                                      >Ninety (90)    Termination
                                selected accounting software,
                                                                      calendar        of Contract
                                Preparation and Approval of
                                                                      days of delay
                                Balance Sheet of Urban Local
                                                                      in submission
                                Bodies as on 31-03-2018.
                                                                      for each

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                                         Cluster, Haryana
                                 Including Income Expenditure,   individual
                                 Account & other relevant        deliverable
                                 schedule as per Haryana
                                 Municipal Accounts
                                 Code/National Municipal
                                 Accounts Manual
                             · Up to date Books of accounts,
                                 entered all transaction in
                                 selected accounting software,
                                 Preparation and Approval of
                                 Balance Sheet of Urban Local
                                 Bodies as on 31-03-2019.
                                 Including Income Expenditure,
                                 Account & other relevant
                                 schedule as per Haryana
                                 Municipal Accounts
                                 Code/National Municipal
                                 Accounts Manual
                             · Handholding support to Urban
                                 Local Bodie's Staff and Up to
                                 date Books of accounts,
                                 entered all transaction in
                                 Accounting application,
                                 Preparation of Balance Sheet of
                                 Urban Local Bodies for the
                                 Financial Year 2019-20 and
                                 2020-21, Including Income
                                 Expenditure Account & other
                                 relevant schedule as per
                                 Haryana Municipal Accounts
                                 Code/National Municipal
                                 Accounts Manual & all balance
                                 services as per detailed scope
                                 mentioned in the Request for
                                 Proposal Volume -II
C    TRAINING PROGRAMME MANAGEMENT

C.1   Satisfaction level of   The feedback shall be received by       Feedback       No penalty
      the training            the officials of Directorate of Urban   ratings >= 7
      sessions                Local Bodies (DULB), Haryana after
      conducted by            each training session. Directorate of
      Selected Agency         Urban Local Bodies (DULB), Haryana      Feedback       0.05% of the
      for                     may decide to use the Service Level     ratings >= 6   payment
      staff members &         Agreement (SLA) in case insufficient    but < 7        corresponding
      stakeholders            training sessions are conducted by                     to applicable
                              the Selected Agency.                                   milestone
                                                                      Feedback       0.1% of the
                              Measurement tool: Feedback ratings      ratings < 6    payment
                              received from Training participants,                   corresponding
                              no. of participants and no. of                         to applicable
                              Trainings delivered.                                   milestone
                              Measurement Interval: Quarterly
                                                                                     Feedback
                                                                                     rating of less
                                                                                     than 6 by
                                                                                     25% of the
                                                                                     trainees of a
                                                                                     batch will
                                                                                     be considered
                                                                                     as the Breach
                                                                                     of the

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                                                                                Agreement
                                                                                and DULB,
                                                                                Haryana
                                                                                reserves the
                                                                                Right to
                                                                                terminate the
                                                                                agreement
                                                                                Selected
                                                                                Agency will
                                                                                be solely
                                                                                responsible
                                                                                for conducting
                                                                                additional
                                                                                training
                                                                                sessions for
                                                                                the staff
                                                                                members
                                                                                providing the
                                                                                rating less
                                                                                than 6.




    III.    Penalty will be imposed as per the below table if the error consists in Survey and
            listing of Assets of Urban Local Bodies:

           Sr.
                 Service Level                 Penalty
           No

                 For submitted survey          No penalty imposed. The Successful Bidder(s)
                 data of any land/ asset       is required to perform re-survey of the identified
           1.    property, if there is up to   properties and correct the erroneous data
                 5% of error identified by     entries. No additional payment would be made
                 the Audit Agencies            for re-survey.

                                               2* `X'

                                               Where X= Price Quoted by the Bidder for
                 For submitted survey          property survey. The bidder will be penalized 2
                 data of any land/ asset       times the rate quoted for the number of
                 property, if there is an      properties in which errors were identified by the
           2.
                 error of >5% - 10% is         audit agencies. The Successful Bidder(s) shall
                 identified by the Audit       be required to perform re-survey of the
                 Agencies                      identified properties and correct the erroneous
                                               data entries. No additional payment would be
                                               made for re-survey.

                                               4* `X'
                 For submitted survey
                 data of any land/ asset       Where X= Price Quoted by the Bidder for
           3.
                 property, if there is >10     property survey. The bidder will be penalized 4
                 % - 15% of error              times the rate quoted for the number of
                                               properties in which errors were identified by the

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               Sr.
                     Service Level                Penalty
               No

                     identified by the Audit      audit agencies. The Successful Bidder(s) shall
                     Agencies                     be required to perform re-survey of the
                                                  identified properties and correct the erroneous
                                                  data entries. No additional payment would be
                                                  made for re-survey.

                                                  8 * `X'

                                                  Where X= Price Quoted by the Bidder for
                     For submitted survey         property survey. The bidder will be penalized 8
                     data of any land/ asset      times the rate quoted for the number of
                     property, if there is > 15   properties in which errors were identified by the
               4.
                     % - 20% of error             audit agencies. The Successful Bidder(s) shall
                     identified by the Audit      be required to perform re-survey of the
                     Agencies                     identified properties and correct the erroneous
                                                  data entries. No additional payment would be
                                                  made for re-survey.

                     For submitted survey
                     data of any land/ asset
                                                  Termination of Contract without clearing any of
               5.    property, if there is > 20
                                                  the pending invoices
                     % of error identified by
                     the Audit Agencies

                                                  In case the survey is not completed in the
                     For completion of survey     defined timelines as specified in the Request for
                     and listing in the defined   Proposal (RFP) the bidder will be charged 1%
               6.    timelines as per the time    per month penalty on the balance amount to be
                     schedule given in            paid for survey maximum upto 10%, beyond
                     Request for Proposal         which the contract will be terminated without
                                                  clearing any of the pending invoices



Note:
Penalty will be levied at the time of the next applicable payment as defined in the payment
schedule of this Request for Proposal (RFP).

41.6.        Error Definitions:

         In the above table error shall mean any one of the following:

        I.     Errors in capturing internal measurements such as carpet area and Plot area etc.
               This shall be validated against the data captured by validation/audit agencies.


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                Differences in the measurements upto 10% can be ignored. But for more than 10%
                it shall be considered as an error.
        II.     Data Captured for all mandatory fields shall be validated by the audit agencies for
                all the fields other than those mentioned in (a).
    III.        Discrepancies between the data captured by survey agencies and audit agencies
                shall be analysed and accordingly errors will be calculated.
    IV.         Maximum Penalty applicable to the bidder shall not exceed 10% of the Total Work
                Order value till the completion of property survey. If the total Penalty exceeds
                beyond 10%, it would be considered as non-conformance to the Quality of Services
                and may lead to termination of the Contract and DULB may on their sole discretion
                cancel the order and go afresh with the entire property survey exercise without
                clearing any of the pending payment of the bidder and forfeiting the performance
                bank guarantee submitted by the bidder after receiving the order.

41.7.         Issue Management Procedures

           I. General
               a) Issue Management process provides for an appropriate management
                   structure towards orderly consideration and resolution of business and
                   operational issues in the event of a quick consensus not reached between
                   respective Urban Local Body, Directorate of Urban Local Bodies (DULB) and
                   Selected Agency.
               b) Implementing such a process at the commencement of services shall
                   significantly improve the probability of successful issue resolution. It is
                   expected that this pre- defined process will only be used on an exception basis
                   if issues are not resolved at operational levels.
          II. Issue Management Procedures
             a) Either respective Urban Local Body / Directorate of Urban Local Bodies (DULB)
                or Selected Agency may raise an issue by documenting the business or technical
                problem, which presents a reasonably objective summary of both points of view
                and identifies specific points of disagreement with possible solutions.
             b) Respective Urban Local Body, Directorate of Urban Local Bodies (DULB) and
                the Selected Agency will determine which committee or executive level should
                logically be involved in resolution.
             c) A meeting or conference call will be conducted to resolve the issue in a timely
                manner. The documented issues will be distributed to the participants at least 24
                hours prior to the discussion if the issue is not an emergency requiring immediate
                attention.
             d) The respective Urban Local Body, Directorate of Urban Local Bodies (DULB) and
                the Selected Agency shall develop an interim solution, if required, and
                subsequently the permanent solution for the problem at hand. The Selected
                Agency will then communicate the resolution to all interested parties.
             e) In case the issue is still unresolved, the arbitration procedures described in the
                Contract will be applicable.


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41.8.    SLA Change Control

         I. General
           1.   It is acknowledged that this Service Level Agreement (SLA) may change as
                Directorate of Urban Local Bodie's (DULB's) business needs evolve over the
                course of the contract period. This document also defines the following
                management procedures:
                            a.    A process for negotiating changes to the Service Level
                                  Agreement (SLA) An issue management process for
                                  documenting and resolving difficult issues.
                            b.    Urban Local Bodies, Directorate of Urban Local Bodies
                                  (DULB), Haryana and Selected Agency management
                                  escalation process to be used in the event that an issue is
                                  not being resolved in a timely manner by the lowest possible
                                  level of management.
           2.   Any changes to the levels of service provided during the term of this
                Agreement will be requested, documented and negotiated in good faith by
                both parties. Either party can request a change. Changes will be documented
                as an addendum to this Service Level Agreement (SLA) and subsequently
                to the contract.
           3.   If there is any confusion or conflict between this document and the contract,
                the Request for Proposal (RFP) and its addenda, the Contract will
                supersede.


        II. SLA Change Process
            1. The parties may amend this Service Level Agreement (SLA) by mutual
               agreement in accordance with terms of this contract.
            2. Changes can be proposed by either party. The Selected Agency can initiate
               an SLA review with the Directorate of Urban Local Bodies (DULB) / selected
               Urban Local Bodies; if required. Normally, the forum for negotiating SLA
               changes will be Directorate of Urban Local Bodies' (DULB) monthly meetings.
               Unresolved issues will be addressed using the issue management process in
               this document.
            3. The Selected Agency shall maintain and distribute current copies of the SLA
               document as directed by Directorate of Urban Local Bodies (DULB). Additional
               copies of the current SLA will be made available at all times to authorized
               parties.

        III. Version Control
             All negotiated Service Level Agreement (SLA) changes will require changing the
             version control number. As appropriate, minor changes may be accumulated for
             periodic release (e.g. every quarter) or for release when a critical threshold of
             change has occurred.



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41.9.   Responsibilities of the Parties with respect to Service Level Agreement (SLA)

         I. Selected Agency
                 1.    Selected Agency is responsible for executing this contract and
                       delivering the services, while maintaining the specified performance
                       targets.
                 2.    Additionally, the Selected Agency is responsible for:
                         a)    Reporting problems to respective Urban Local Body and
                               Directorate of Urban Local Bodies (DULB) as soon as
                               possible
                         b)    Assisting respective Urban Local Body and Directorate of
                               Urban Local Bodies (DULB) in management of the Service
                               Level Agreement (SLA)
                         c)    Providing early warning of any organizational, functional or
                               technical changes that might affect Selected Agency's ability
                               to deliver the services.
                         d)    Assisting respective Urban Local Body and Directorate of
                               Urban Local Bodies (DULB) to address and resolve issues
                               from time to time.
                 3.   Selected Agency shall take immediate action to identify problems
                      and follow up with appropriate action to fix them as quickly as
                      possible

         II. Respective Urban Local Bodies and Directorate of Urban Local Bodies
             (DULB), Haryana

                   Respective Urban Local Bodies and Directorate of Urban Local Bodies
                   (DULB), Haryana is responsible for:
                   1.    Reporting defects and problems to the Selected Agency as soon as
                         possible
                   2.    Assisting Selected Agency in management of the Service Level
                         Agreement (SLA)
                   3.    Providing early warning of any organizational, functional/ technical
                         changes that might affect Selected Agency's ability to deliver
                         services described in Service Level Agreement (SLA).
                   4.    Assisting Selected Agency to address and resolve issues from time
                         to time

41.10. Penalties

        1.    The total deduction should not exceed 10% of the applicable fee.
        2.    Two consecutive deductions of more than 10% of the applicable fee on
              account of any reasons will be deemed to be an event of default and
              termination.



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41.11. Quality Standards

       I.   Standards: The Selected Agency under this agreement shall conform to the
            accounting standards shall be maintained.
      II.   Standard of Performance: The Selected Agency shall carry out the services
            and carry out its obligations under the agreement with due diligence, efficiency
            and economy in accordance with generally accepted norms.



41.12. Corrupt Practices

       I.        Directorate of Urban Local Bodies is a public service department and
                 Urban Local Bodes are the third tire of Government operations. They
                 require service with honesty, diligence and timeliness. The Selected
                 Agency would be the assisting agency of the Directorate of Urban Local
                 Bodies /Urban Local Bodies; therefore, he is also required to maintain
                 highest standards of honesty and ethics.
      II.        The Selected Agency is advised to refrain from the corrupt and fraudulent
                 practices during the execution of the contract. Corrupt and fraudulent
                 practices are defined as follows: -
     III.        "Corrupt Practice" means behaviour of the Firm including his personnel by
                 which they improperly and unlawfully enrich themselves and/or those
                 close to them,

                                             or

              Induce others to do so, by misusing the position in which they are placed, and
              it includes the Proposing, giving, receiving, or soliciting of anything of value.

     IV.         "Fraudulent Practice" means a misrepresentation of facts in order to
                 influence, and collusive practices of the Organization.



41.13. Management Escalation Procedures & Contact Map

      The purpose of this escalation process is to provide a quick and orderly method of
      notifying both parties that an issue is not being successfully resolved at the lowest
      possible management level. Implementing this procedure would mean that
      managements of respective Urban Local Bodies, Directorate of Urban Local Bodies
      (DULB) and Selected Agency are communicating at appropriate levels.




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41.14. Escalation Procedure

      Escalation should take place on an exception basis and only if successful issue
      resolution cannot be achieved in a reasonable time frame.
      a)      Either Directorate of Urban Local Bodies (DULB), respective Urban Local Body
              or Selected Agency can initiate the procedure
      b)      The "moving party" should promptly notify the other party that management
              escalation will be initiated
      c)      Management escalation will be defined as shown in the contact map below
      d)      Escalation will be one level at a time and concurrently



41.15. Contact Map


                                                            Escalation Level
        Details of representatives and        Level 1:          Level 2:          Level 3:
        contact details                       Project           Project           Steering
                                              Manager           Director         Committee
            Municipal Corporation
                 Faridabad
          Representative with contact
                   Details
           Municipal Council Palwal
          Representative with contact
                   Details
           Municipal Council Hodal
          Representative with contact
                   Details
          Municipal Committee Hathin
          Representative with contact
                    Details
           Municipal Committee Nuh
          Representative with contact
                   Details
         Municipal Committee Ferozpur
                    Jhirkha
          Representative with contact
                    Details
          Municipal Committee Taoru
          Representative with contact
                    Details




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                                                          Escalation Level
      Details of representatives and        Level 1:          Level 2:          Level 3:
      contact details                       Project           Project           Steering
                                            Manager           Director         Committee
       Municipal Committee Punhana
        Representative with contact
                  Details
        Directorate of Urban Local
        Bodies Representative with
              contact Details
            Selected Agency*
        Representative with contact
                  Details



       *Selected Agency shall provide information for the following:

        a)     Chief Executive Officer

        b)     Project Manager

        c)     Team Members




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41.16. Notes

       1.      Annual review or as required, Service Level Agreement (SLA) will be done
               by Directorate of Urban Local Bodies (DULB) or by a Third Party Auditor
               appointed by Directorate of Urban Local Bodies (DULB) and appropriate
               modifications/amendments to the Service Level Agreements (SLAs) shall be
               carried out.
       2.      Cascading effect (effect on multiple Service Level Agreement (SLA)
               criterions) of failure or non-performance of a particular project component on
               Service Level Agreements (SLAs) shall be avoided.
       3.      "Additional Day" shall mean Calendar Day.
       4.      The business hours are 9 AM to 6 PM (of same day) on any calendar day the
               Directorate of Urban Local Bodies (DULB) / respective Urban Local Body is
               operational. The Selected Agency however recognizes the fact that the offices
               will require to work beyond the business hours and holidays on need basis
       5.      24 * 7 shall mean round the clock on all days of the year.
       6.      Service Level Agreement (SLA) will be monitored on a quarterly basis as per
               individual parameter requirements. However, if the performance of the
               system/services is degraded significantly at any given point during the tenure
               of the contract and if immediate measures are not implemented and issues are
               not rectified to the satisfaction of Directorate of Urban Local Bodies (DULB) /
               respective Urban Local Body, then Directorate of Urban Local Bodies (DULB)
               (in consultation with respective Urban Local Body) has the rights to take
               disciplinary action including termination of contract.
       7.      However, if any additional hardware, software etc. is required for maintaining
               the Service Level Agreement's (SLA) & uptimes, then the same will be the
               responsibility of the Selected Agency.
       8.      Service Levels should be complied with irrespective of any change requests
               implemented during the tenure of the Contract
       9.      Incident refers to any event/abnormalities in services that may lead to disruption
               in delivery of services.




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42.     Schedule ­ VI: Exit Management Schedule

42.1.   Purpose

  I.        This Schedule sets out the provisions, which will apply on expiry or termination of
            the Master Service Agreement (MSA), the Project Implementation,
            Implementation and Handholding Support for the terms defined in Service Level
            Agreement (SLA).

  II.       In the case of termination of the Project Implementation and/or Handholding
            Support, the Parties shall agree at that time whether, and if so during what period,
            the provisions of this Schedule shall apply.

 III.       The Parties shall ensure that their respective associated entities carry out their
            respective obligations set out in this Exit Management Schedule.



42.2.   Transfer of Assets

  I.    Directorate of Urban Local Bodies (DULB) shall be entitled to serve notice in writing
        on the Selected Agency at any time during the exit management period as detailed
        hereinabove requiring the Selected Agency to provide the Directorate of Urban Local
        Bodies (DULB) with a complete and up to date list of the Assets within Thirty (30)
        days of such notice. Directorate of Urban Local Bodies (DULB) shall then be entitled
        to serve notice in writing on the Selected Agency at any time prior to the date, that is
        Thirty (30) days prior to the end of the exit management period requiring the Selected
        Agency to sell the Assets, if any, to be transferred to Directorate of Urban Local Bodies
        (DULB) or its nominated agencies at book value as determined as of the date of such
        notice in accordance with the provisions of relevant laws.
  II.   In case of contract being terminated by Directorate of Urban Local Bodies (DULB),
        Directorate of Urban Local Bodies (DULB) reserves the right to ask Selected Agency
        to continue running the project operations for a period of 6 months after termination
        orders are issued.
 III.   Upon service of a notice under this Article the following provisions shall apply:
             a) In the event, if the Assets to be transferred are mortgaged to any financial
                 institutions by the Selected Agency, the Selected Agency shall ensure that
                 all such liens and liabilities have been cleared beyond doubt, prior to such
                 transfer. All documents regarding the discharge of such lien and liabilities
                 shall be furnished to the Directorate of Urban Local Bodies (DULB).
             b) All risk and title to the Assets to be transferred / to be purchased by the
                 Directorate of Urban Local Bodies (DULB) pursuant to this Article shall be
                 transferred to Directorate of Urban Local Bodies (DULB), on the last day of
                 the exit management period.
             c) Directorate of Urban Local Bodies (DULB) shall pay to the Selected Agency
                 on the last day of the exit management period such sum representing the
                 Net Block (procurement price less depreciation as per provisions of
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                 Companies Act) of the Assets to be transferred as stated in the Terms of
                 Payment Schedule.
IV.      Payment to the outgoing Selected Agency shall be made to the tune of last set of
         completed services /deliverables, subject to Service Level Agreement (SLA)
         requirements.
 V.      The outgoing Selected Agency will pass on to Directorate of Urban Local Bodies
         (DULB) and/ or to the Replacement Selected Agency, the subsisting rights in any
         leased properties/ licensed products on terms not less favourable to Directorate of
         Urban Local Bodies (DULB)/ Replacement Selected Agency, than that enjoyed by the
         outgoing Selected Agency.


42.3.    Cooperation and Provision of Information

         During Exit Management period:
   I.    The Selected Agency will allow the Directorate of Urban Local Bodies (DULB) or its
         nominated agency access to information reasonably required to define the then
         current mode of operation associated with the provision of the services to enable the
         Directorate of Urban Local Bodies (DULB) to assess the existing services being
         delivered;
  II.    Promptly on reasonable request by the Directorate of Urban Local Bodies (DULB),
         the Selected Agency shall provide access to and copies of all information held or
         controlled by them which they have prepared or maintained in accordance with this
         agreement relating to any material aspect of the services (provided by the Selected
         Agency). Directorate of Urban Local Bodies (DULB) shall be entitled to copy of all
         such information. Such information shall include details pertaining to the services
         rendered and other performance data.
  III.   Selected Agency shall permit the Directorate of Urban Local Bodies (DULB) or its
         nominated agencies to have reasonable access to its employees and facilities as
         reasonably required by the Chairman or DULB project management Unit to
         understand the methods of delivery of the services employed by the Selected Agency
         and to assist appropriate knowledge transfer.

42.4.    Confidential Information, Security and Data

         Selected Agency will promptly on the commencement of the exit management
         period supply to the Directorate of Urban Local Bodies (DULB) or its nominated
         agency the following:
   I.    Information relating to the current services rendered and customer and performance
         data relating to the performance of Selected Agency in relation to the services;
  II.    All current and updated data as is reasonably required for purposes of Directorate of
         Urban Local Bodies (DULB) or its nominated agencies transitioning the services to its
         Replacement Selected Agency.
 III.    All required data and information in a readily available format nominated by the
         Directorate of Urban Local Bodies (DULB) or its nominated agency
 IV.     All other information (including but not limited to documents, records and agreements)
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                                         Cluster, Haryana
  V.    Related to the services reasonably necessary to enable Directorate of Urban Local
        Bodies (DULB) or its nominated agencies, or its Replacement Selected Agency to
        carry out due diligence in order to transition the provision of the Services to Directorate
        of Urban Local Bodies (DULB) or its nominated agencies, or its Replacement
        Selected Agency (as the case may be).
 VI.    Before the expiry of the exit management period, the Selected Agency shall deliver to
        the Directorate of Urban Local Bodies (DULB) or its nominated agency all new or up-
        dated materials as required by DULB and mentioned in the schedule and shall not
        retain any copies thereof, except that the Selected Agency shall be permitted to retain
        one copy of such materials for archival purposes only.
VII.    Before the expiry of the exit management period, unless otherwise provided under
        the Master Service Agreement (MSA), the Directorate of Urban Local Bodies (DULB)
        or its nominated agency shall deliver to the Selected Agency all forms of Selected
        Agency confidential information, which is in the possession or control of Directorate
        of Urban Local Bodies (DULB), or its users.

42.5.   Employees

   I.        Promptly on reasonable request at any time during the exit management period,
             the Selected Agency shall, subject to applicable laws, restraints and regulations
             (including in particular those relating to privacy) provide to the Directorate of
             Urban Local Bodies (DULB) or its nominated agency a list of all employees (with
             job titles) of the Selected Agency dedicated to providing the services at the
             commencement of the exit management period.
  II.        Where any national, regional law or regulation relating to the mandatory or
             automatic transfer of the contracts of employment from the Selected Agency to
             the Directorate of Urban Local Bodies (DULB) or its nominated agency, or a
             Replacement Selected Agency ("Transfer Regulation") applies to any or all of
             the employees of the Selected Agency, then the Parties shall comply with their
             respective obligations under such Transfer Regulations.

42.6.   Transfer of Certain Agreements

        On request by the Directorate of Urban Local Bodies (DULB) or its nominated
        agency, the Selected Agency shall effect such assignments, transfers, licenses and
        sub-licenses as Directorate of Urban Local Bodies (DULB) may require in relation to
        any equipment lease, maintenance or service provision agreement between Special
        Investigation Branch (SIB) and third party lessors, vendors, and which are related to
        the services and reasonably necessary for the carrying out of replacement services
        by the Directorate of Urban Local Bodies (DULB) or its nominated agency or its
        Replacement Selected Agency.




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  RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                         Cluster, Haryana
42.7.    Rights of Access to Premises

   I.        At any time during the exit management period, where Assets are located at the
             Selected Agency's premises, the Selected Agency will be obliged to give
             reasonable rights of access to (or, in the case of Assets located on a third party's
             premises, procure reasonable rights of access to) the Directorate of Urban Local
             Bodies (DULB) or its nominated agency and/or any Replacement Selected
             Agency in order to make an inventory of the Assets.
  II.        The Selected Agency shall also give the Directorate of Urban Local Bodies
             (DULB) or its nominated agency or its nominated agencies, or any Replacement
             Selected Agency right of reasonable access to the Selected Agency's premises
             and shall procure the Directorate of Urban Local Bodies (DULB) or its nominated
             agency or its nominated agencies and any Replacement Selected Agency rights
             of access to relevant third party premises during the exit management period
             and for such period of time following termination or expiry of the Master Service
             Agreement (MSA) as is reasonably necessary to migrate the services to the
             Directorate of Urban Local Bodies (DULB) or its nominated agency, or a
             Replacement Selected Agency.



42.8.    General Obligations of the Implementation Agency/Selected Agency/ Selected
         Agency

   I.        The Selected Agency shall provide all such information as may reasonably be
             necessary to effect as seamless a handover as practicable in the circumstances
             to the Nodal Agency or its nominated agency or its Replacement Selected
             Agency and which the Selected Agency has in its possession or control at any
             time during the exit management period.
  II.        For the purposes of this Schedule, anything in the possession or control of any
             Selected Agency or associated entity is deemed to be in the possession or
             control of the Selected Agency.
  III.       The Selected Agency shall commit adequate resources to comply with its
             obligations under this Exit Management Schedule.




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  RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                         Cluster, Haryana
42.9.    Exit Management Plan

   I.        The Selected Agency shall provide the Directorate of Urban Local Bodies
             (DULB) or its nominated agency with a recommended exit management plan
             ("Exit Management Plan") which shall deal with at least the following aspects of
             exit management in relation to the Master Service Agreement (MSA) as a whole
             and in relation to the Project Implementation, and the Implementation and
             Operations & Maintenance SLA.
                 a)      A detailed program of the transfer process that could be used in
                         conjunction with a Replacement Selected Agency including details of
                         the means to be used to ensure continuing provision of the services
                         throughout the transfer process or until the cessation of the services
                         and of the management structure to be used during the transfer.
                 b)      Plans for the communication with such of the Selected Agency's staff,
                         suppliers, customers and any related third party as are necessary to
                         avoid any material detrimental impact on the Directorate of Urban
                         Local Bodie's (DULB) operations as a result of undertaking the
                         transfer;
                 c)      (if applicable) proposed arrangements for the segregation of the
                         Selected Agency's networks from the networks employed by
                         Directorate of Urban Local Bodies (DULB) and identification of
                         specific security tasks necessary at termination;
                 d)      Plans for provision of contingent support to Directorate of Urban Local
                         Bodies (DULB) and Replacement Selected Agency for a reasonable
                         period after transfer.
  II.        The Selected Agency shall re-draft the Exit Management Plan annually
             thereafter to ensure that it is kept relevant and up to date.
  III.       Each Exit Management Plan shall be presented by the Selected Agency and
             shall be approved by the Directorate of Urban Local Bodies (DULB) or its
             nominated agencies.
  IV.        The terms of payment as stated in the Terms of Payment mentioned in the
             volume 1 of this Request for Proposal (RFP) include the costs of the Selected
             Agency complying with its obligations under this Schedule.
  V.         In the event of termination or expiry of Master Service Agreement (MSA), and
             Project Implementation, each Party shall comply with the Exit Management Plan.
  VI.        During the exit management period, the Selected Agency shall use its best
             efforts to deliver the services.
 VII.        Payments during the Exit Management period shall be made in accordance with
             the Terms of Payment Schedule.
VIII.        This Exit Management plan shall be furnished in writing to the Directorate of
             Urban Local Bodies (DULB) or its nominated agencies within Ninety (90) days
             from the Effective Date of this Agreement.




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  RFP for Selection of CA Firm for implementation of ABDEAS in Urban Local Bodies of Faridabad
                                         Cluster, Haryana
43.    Schedule ­ VII: Sign-Off Format

       After successful Implementation of Accrual based double entry accounting system in
       the urban local bodies of Haryana by the Selected Agency, following format in triplicate
       (Each for Directorate of Urban Local Bodies, Selected Agency and Office record of
       Urban Local Bodies) needs to be filled by the Concerned Urban Local Bodies in order
       to provide the validation of the successfully implementation in the sign-off form for
       release of payment to Selected Agency.



       Sr.   Particulars                                           Details
       No.
       1     Approved Financial Statements available on
             Urban Local Body/ Directorate of Urban Local
             Bodies on their portal for the period specified in
             the Request for Proposal (RFP)

       2     Fixed Assets and Inventory Register are updated
             for the period specified in the Request for
             Proposal (RFP)
       3     Training and Handholding support to Urban Local
             Bodies Staff for the period specified in the
             Request for Proposal (RFP)
       4     Balance Services as per scope of work
             mentioned in Request for Proposal
       5     Comments/Recommendations



       Authorised Officer
       Municipal Corporation / Council / Committee____


       Memo no.                                                                     Dated:

       Sign Off certificate is forwarded in original to Director General, Urban Local Bodies,
       Haryana, Panchkula for further necessary action.


                                                   Commissioner/Executive Officer/Secretary
                                                  Municipal Corporation / Council / Committee




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                                       Cluster, Haryana




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