Electronic Government Programme - nitb.gov.pknitb.gov.pk/images/tenders/rfpfpsc.pdf · Required 1.1...

Online Recruitment System for (Federal Public Services Commission Phase-II, Islamabad)

© 2017 National Information Technology Board (NITB)

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Electronic Government Programme

Request for Proposal (RFP)

For

Development and Implementation of Software Modules

Under the Project Titled

Online Recruitment System for

(Federal Public Services Commission Phase-II, Islamabad)

Government of Pakistan Ministry of Information Technology

NATIONAL INFORMATION TECHNOLOGY BOARD www.nitb.gov.pk

March 2017

http://www.nitb.gov.pk/



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Table of Contents

1. DESCRIPTION OF WORK ............................................................................................................................................ 4

1.1 SCOPE OF WORK ...................................................................................................................................................... 4

2. MILESTONES & PAYMENT SCHEDULE .................................................................................................................. 8

3. ACCEPTANCE .............................................................................................................................................................. 10

3.1 ACCEPTANCE CRITERIA.......................................................................................................................................... 10 3.2 ACCEPTANCE PROCEDURE .................................................................................................................................... 11

4. FORMAT FOR TECHNICAL PROPOSALS ............................................................................................................. 12

4.1 GENERAL ................................................................................................................................................................ 12 4.2 FINANCIAL CAPABILITIES ........................................................................................................................................ 12 4.3 RELEVANT EXPERIENCE ......................................................................................................................................... 12 4.4 TECHNOLOGY ROADMAP ........................................................................................................................................ 13 4.5 STAFF ASSIGNED TO THE PROJECT ....................................................................................................................... 13 4.6 PROJECT IMPLEMENTATION/MANAGEMENT PLAN ................................................................................................. 14 4.7 DELIVERABLES ........................................................................................................................................................ 14 4.8 SUPPORT CAPABILITIES ......................................................................................................................................... 15 4.9 TRAINING CAPABILITIES .......................................................................................................................................... 16

5. GENERAL TERMS & CONDITIONS ......................................................................................................................... 18

5.1 BID BOND ................................................................................................................................................................ 18 5.2 VALIDITY OF THE PROPOSAL .................................................................................................................................. 18 5.3 PERFORMANCE BOND ............................................................................................................................................ 18 5.4 CLARIFICATION AND AMENDMENT TO RFP ............................................................................................................ 18 5.5 PENALTY CLAUSE ................................................................................................................................................... 19 5.6 TECHNICAL EVALUATION ......................................................................................................................................... 19 5.7 CURRENCY ............................................................................................................................................................. 20 5.8 WITHHOLDING TAX, SALES TAX AND OTHER TAXES .............................................................................................. 20 5.9 OEM RELATIONSHIP AND WARRANTIES FOR LICENSED SOFTWARE ..................................................................... 21 5.10 OWNERSHIP ............................................................................................................................................................ 21 5.11 CONTRACTING ........................................................................................................................................................ 21 5.12 GOVERNING LAW .................................................................................................................................................... 21 5.13 ACCEPTANCE OF PROPOSALS................................................................................................................................ 21

INSTRUCTIONS FOR RESPONDING ORGANIZATIONS .............................................................................................. 22

5.14 SUBMISSION OF PROPOSAL ................................................................................................................................... 22 5.15 MODE OF DELIVERY AND ADDRESS ....................................................................................................................... 23

A. APPENDIX: SUMMARY OF TECHNICAL PROPOSAL ........................................................................................ 24

B. APPENDIX: FORMAT FOR RESUMES ................................................................................................................... 27

1. GENERAL DETAILS: ........................................................................................................................................................... 27 2. EDUCATION ....................................................................................................................................................................... 27 3. CERTIFICATIONS ............................................................................................................................................................... 27 4. EXPERIENCE ..................................................................................................................................................................... 27 DETAILS OF IT EXPERIENCE: ................................................................................................................................................ 28 PROJECTS DETAILS: ............................................................................................................................................................. 28



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C. APPENDIX: FORMAT FOR FINANCIAL PROPOSAL ........................................................................................... 29

D. APPENDIX: TECHNICAL TEAM STRUCTURING FOR SRS DOCUMENT(S), DEVELOPMENT/CUSTOMIZATION OF SOFTWARE APPLICATIONS...................................................................... 31

E. APPENDIX: SAMPLE BID FORM .............................................................................................................................. 32

F. APPENDIX: DRAFT GENERIC CONTRACT ........................................................................................................... 33

A. DEFINITIONS, INTERPERTATION AND SETTLEMENT OF DISPUTES........................................................... 35

B. SUBJECT MATTER OF THIS AGREEMENT .......................................................................................................... 42

C. PAYMENTS.................................................................................................................................................................... 46

D. SUPPLY, INSEPECTION, TESTING AND ACCEPTANCE OF THE PROJECT ............................................... 48

E. INTELLECTUAL PROPERTY ..................................................................................................................................... 52

F. SUB CONTRACTING ................................................................................................................................................... 55

G. RISK DISTRIBUTION ................................................................................................................................................... 56

H. SCHEDULE - A ............................................................................................................................................................. 63

SCOPE OF SERVICE ................................................................................................................................................................... 63

I. SCHEDULE - B ............................................................................................................................................................. 68

NOTICE TO PROCEED (NTP) MECHANISM .................................................................................................................................... 68 FUNCTIONAL REQUIREMENTS ..................................................................................................................................................... 69 NON FUNCTIONAL REQUIREMENTS .............................................................................................................................................. 71

J. SCHEDULE - C ............................................................................................................................................................. 72

K. SCHEDULE - D (WORK PACKAGES THAT CANNOT BE SUB CONTRACTED) ........................................... 73

L. SCHEDULE - E SELECTION CRITERIA FOR RO’S AND TECHNICAL EVALUATION COMMITTE ........... 74



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1. Description of Work NATIONAL INFORMATION TECHNOLOGY BOARD, Ministry of Information Technology invites proposals from

companies having a legal presence in Pakistan for “Development and Implementation of Software Modules at

Federal Public Services Commission, Islamabad”. The work includes requirement analysis, SRS Preparation,

Customized development, configuration and installation, basic data entry and integrity, integration with state of

art machines and existing other modules through interfaces, testing, end users training, support and maintenance,

modules identified in a scope rationalization exercise made by FPSC and NITB on the directions of Steering

Committee of the said project.

This Request for Proposal is being issued as part of the plan of the Government of Pakistan to introduce e-

Government concepts and provide a basis for such enablement. The proposed automation will establish an

efficient, transparent, management System, which will enable an electronic environment within FPSC and its

regional offices for controlling examination and general recruitment and other resources electronically for better

monitoring and control, improve overall efficiency, ensure transparency and extract information rapidly for

decision making and information sharing within FPSC and its allied government ministries and departments.

1.1 Scope of Work

The project focuses towards achievement of above mentioned objectives through implementation of Management

Information System at FPSC, Islamabad, to improve management services through better management and

efficient use of available resources both human and financial. The FPSC is interested in implementing the

software application in order to assist the management of the FPSC in improving:

Planning

Implementation

Monitoring

Quality

Efficiency

Productivity

The following table provides a listing what is in the scope of work of this project and also any items that have been

excluded as out of scope for the project.

FPSC, Phase-II, Hiring of Consultancy Firm for Software Development-RE-TENDERING, March-2017 Scope Rationalization work for development of Software Modules for FPSC

Module Present Status

Requirement Analysis

F# Key Features required

LOT-1



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1. Requisitions & Recruitment Rules Module (R3M)

Non-Existent

Required 1.1 Requisitions Registration, Search, Statistics,

1.2 Consolidate and preapre advertisments from approved requisitions

1.3 Appointment Rules Regisration, Search, Comparative Statement Sheet

1.4 Quota Roaster Registration, Search, Vacant Posts list(parametriezed) for circulation

2. CSS Module (Candidate

Registration, Case

Processing and Tracking)

Working demo and databsa is available

Already documented with 15~20%

enhancememnts. Error list must be

studied.

2.1 DETAILED PROFILE consisting of Personal, Education, Experience, Courses, Languages etc

2.2 Automated data migration between Online and local system .

2.3 Case flow management including eCase Files, Workflow, Noting/Attachments, Actions, Search/Trail, Statistics

2.4 Print & Email Test/Interview/Other Pre & Post Examination related letters as per templates

2.5 SMS Customized/Mail Merge text for Selected Case/Exam/Candidates as per templates

2.6 Candidate case tracking including different stages in different steps/desks

2.7 Print/Download List of candidates based on Selected Parameters and Columns & Width

2.8 Group Allocation (based on result from Secreacy) to CSS qualified candidates

2.9 Vacant Seat Management & Approval of Quota

2.10 Publish on website

3. General Recruitment (GR) Module (Candidate Registration, Case Processing and Tracking)

Working demo and databsa is available

Already documented with 15~20%

enhancememnts. Error list may also be

studied.

3.1 SHORT PROFILE consisting of Personal, Education, Experience, Fee etc

3.2 Automated data migration between Online and local system (two way).

3.3 Case flow management including eCase Files, Workflow, Noting/Attachments, Actions, Search/Trail, Statistics

3.4 Candidate Post test stages Correspondence i.e. pre-selection, rejection, personal hearing, recommendation, document required etc as per templates





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3.7 Candidate case tracking including different stages in different steps/desks


3.9 Upload results received from Secracy Wing AND publish on website

4. Unified Examination

Module(UEM)

Working demo exists

Requirement analysis is required

4.1 Examination types i.e. FPOE, SOPE, Civil Judges, AD Survey of Pakistan, GB & Physchological Assesment & Situational tests

4.2 Detailed profile (customizable for each exam) of candidates like CSS above

4.3 Previous Examination attended history

4.4 Academy Training details (for FPOE … CSS)



4.7 Attendance of candidates

4.8 Results of candidates

4.9 Activity Wise, Periodic statistics reports

4.10 Activity Wise, Periodic and other parameters based detailed reports


3.8 Upload results AND publish on website 5. Activity & Duty Schedular (ADS)

Non-Existent

Required 5.1 Employee's Commitments/duties Calender

5.2 Record of Activities(Tests, Interviews, Hearings etc)

5.3 Panel of Officers and allotments of Case, posts and/or candidates

5.4 Assignment of duties of employees to Activities

5.5 Tour programs along Selected activiies

5.6 TA/DA Advances withdrawn and adjustmensts made

5.7 Activities, Tours conducted by selected employee(s)/Stations/Cases along with TA/DA details

6. Vehicle Maintenance Module(VMM)

Non-Existent

Requiement Analysis is required

6.1 Vehicla registration

6.2 Vehical authorization/detailed info

6.3 Log book record along with milage

6.4 Maintenance details

6.5 Official and on payment duties details



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6.6 Misc Periodical statistical & Detailed reports

7. Library Management Module

Working/in use module exists 7.1 minor bug fixations related to book issuance, search, write off etc. is required

LOT-2

*8. Human Resource Module (HRM)

Semi-Working demo exists

Requirement analysis for a comprehsive HRM with respect to FPSC

8.1 Employee Profile

8.2 Bio-Metric based attendance

8.3 Leave Record

8.4 Internal Transfer & Work Flow

8.5 PER Grading & Promotions

8.6 Awards and Incentives

8.7 Retirement 9. Inventory Management Module(IMM)

Non-Existent Requiement Analysis is required

9.1 Items, Vendor Registration, Users

9.2 Tender Notices, Quotations Received, Comparison Summaries

9.3 Requisitions for issuance, Issuance of Items, Return back

9.4 Disposal of Inventory

9.5 Stock position reports for selected Location, Item Type, Item, As On basis

9.6 Procurement Summary and detaild reports for selected Location, Item Type, Item, PERIOD basis

9.7 Requisition Vs Issuance Summary and detaild reports for selected Location, Item Type, Item, PERIOD basis

LOT-3

10. Computer Based Psychological Assesment System

Non-Existent Required 10.1 Off the shelf software for Computer based Psychological Assesment including updateable(through uploading) question bank

Legends Replica feature Note: All the modules must supported with a Mult-User, Multi-Authorization System

To qualify for the tender, Responding Organizations must address the entire scope outlined above and detailed in

other sections of this document as well as any further communication issued in association with this RFP.

RO should provide offer for all LOTs of the software modules, however, NITB reserve the right to allot tender on

LOT-WISE basise or otherwise.



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2. Milestones & Payment Schedule

This section contains the payment schedule associated with milestones defined for the project. The milestones

defined here have been taken from the standard milestones defined for the lifecycle of a Solution in the NITB

Method. A particular project may not include all components of this lifecycle.

Milestone Time Period Payment

(i)

Micro Design

Requirement analysis and Preparation of Functional Specifications document for :-

5 Weeks from signing of contract

a) LOT-I Modules

b) LOT-2 Modules

Review and Approval of FS documents 2 Week from submission of requirement analysis report 20%

(ii)

Software Design & Development

a) Development and finalization of application prototype and architecture design.

4 weeks from approval of requirement analysis report

b) Documentation: Software Design Document as per Section 4.7 & SRS

c) Review and Approval of Prototype, and Software Design Document

2 Week from submission of Prototype and Software Design Document.

20%

(iii)

Customization & Implementation

a) Customization / Implementation of Software application

10 weeks after finalization of prototype

b) User Training 3 weeks

· Technical User

· Management

c) Configuration and Basic data entry into software application

2 Weeks 10%

(iv)

Testing

a) Unit and integration testing of the developed solution on actual data

4 weeks solution development



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b) User acceptance testing and test run of the developed application

1 month from Unit and integration testing of the developed software applications on actual data

25% (v)

Go Live

Hand holding/End user support 1 months from testing

Parallel run of manual system as well as proposed system for at-least 6 months

25% on submission of Performance Guarantee upto 10% of Contract Value

(vi)

Operations and Maintenance

a) The warranty will include providing on-site Help Desk support for technical issues by deputing at least one senior level resource.

2 years from deployment and acceptance of the solution

b) Software bugs, deficiency removal and upgrades/enhancements warranty.

(vii)

Exit & Sun downing

Exit of RO from Development of Software Applications and Software Platform used for Applications Development

3 months after successful completion of Operations & Maintenance phase.



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3. ACCEPTANCE The acceptance criterion for successful bids is defined in the following sections with details being provided for the

bidding procedure to be followed for this tender by the NATIONAL INFORMATION TECHNOLOGY BOARD.

3.1 Acceptance Criteria ELIGIBILITY OF THE FIRM

3.1.1 By submission of documentary evidence in its bid, the Bidder or the partner in charge (in case of joint bid)

must establish to the Purchaser's satisfaction:

1. That it is a Pakistani firm/company incorporated in Pakistan.

2. That it has been in same business for the last three (3) years.

3. That it has an average annual turnover of Rs.10 million for the last three (2) years.

4. That it has operational office at Islamabad location.

5. That it has at least ten full time relevant technical resources for last one year.

6. That it has relevant ISO or CMM or TickIT level quality assurance certification or following the processes

and are working towards achieving these certifications (documentary proof will need to be provided).

7. That it has successfully completed at least three (02) similar software development projects (Only those

Projects should be considered where RO can provide the successful completion certificate from

the Client Organization. Photocopies of documents should be provided).

3.1.2 For JOINT VENTURES: Bids submitted by a joint venture of two or more firms as partners shall also

comply with the following requirements:

1. One of the partners shall be nominated as being in charge, and this nomination shall be evidenced by

submitting a power of attorney signed by legally authorized signatories of all the partners.

2. All financial constraints to determine the eligibility of bidder will be evaluated of the partner in charge.

3. The partner in charge shall be authorized to incur liabilities and receive instructions for and on behalf of

any and all partners of the joint venture, and the entire execution of the Contract, including payment, shall

be done exclusively with the partner in charge.

4. The partner or combination of partners that is responsible for a specific component(s) of the Information

System must meet the relevant minimum qualification criteria for that component.

5. A firm may be a partner in only one joint venture or consortium that submits a bid in response to these

Bidding Documents. This restriction shall not apply to commercially available software manufactured or

produced by a Bidder that may be offered by more than one Bidder.

6. All partners of the joint venture shall be liable jointly and severally for the execution of the Contract in

accordance with the Contract terms, and a statement to this effect shall be included in the authorization

mentioned above, as well as in the bid and in the Contract (in case of a successful bid).

PREPARING THE BID



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3.1.3 The attention of prospective Bidders is drawn to (i) the fact that they will be required to certify in their bids

that all software is either covered by a valid license or was produced by the Bidder and (ii) that violations

are considered fraud, which is, among other remedies, punishable by potential blacklisting from

participation in future procurements.

3.1.4 All bids must be accompanied by a bid bond, in the shape of a Demand Draft/Pay Order/Bank Guarantee, of not less than three (03) per cent of the total bid price. In case of Joint Venture the bid amount must be submitted by the partner in charge.

3.1.5 A bidder can submit only one bid with one proposed solution as multiple bids and offers of multiple

alternative solutions shall not be considered.

3.1.6 Subcontracting any part of the Bid shall not be allowed and Bids that include an element of

subcontracting shall be rejected as non-responsive.

3.1.7 The Bidder shall bear all costs associated with the preparation and submission of its bid, and the

Purchaser will in no case be responsible or liable for those costs.

3.1.8 The Bidder may wish to visit and examine the site or sites of the system and obtain for itself, at its own

responsibility and risk, all information that may be necessary for preparing the bid and entering into the

Contract. The costs of visiting the site or sites shall be at the Bidder's own expense.

3.1.9 Bidders are expected to examine all instructions, forms, terms, specifications, and other information in the

RFP. Failure to furnish all information required by the RFP or to submit a bid not substantially responsive

in every respect will be at the Bidder's risk and may result in the rejection of its bid.

3.1.10 Interested eligible Bidders may obtain further information from the NATIONAL INFORMATION

TECHNOLOGY BOARD and inspect the Bidding Documents during normal working hours by making

contact at the address given below:

Project Director (Sayyad Ali Mughal) Address: 24-B, Street 6, Sector H-9/1 Islamabad

Telephone: +92-51-9265059

Facsimile: +92-51-9257724

Website: http://nitb.gov.pk

3.2 Acceptance Procedure Before every milestone, the vendor is to submit their pre-milestone final version of the deliverables pertaining to the

milestone for assessment and acceptance. The deliverables will then be assessed according to the standards may

be defined/adopted by NITB for that particular deliverable. For certain milestones a successful completion report of

the Test Model will be required as lay out in the Deliverables section. Assessment will then be carried out by the

technical team as well as the business team for the project. If a Steering Committee has been defined for the specific

project, then a final assessment of successful completion of the acceptance criteria will lie with the Steering

Committee, to which the technical and business team reports will be submitted.



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4. Format for Technical Proposals In addition to the format given as Appendix-A, the technical proposal should be concisely presented and structured in

the form of chapters to include, but not necessarily be limited to, the following information. Support material should

not be part of the main proposal but should be placed at Appendixes.

4.1 General The responding organization should provide the following.

Name of the participating organization or participating organizations (if more than one) in the

responding consortium, including their scope of involvement.

Number of years of incorporation of the participating organization or participating organizations (if more

than one)

4.2 Financial Capabilities The responding organization shall describe the financial position of its organization. Income Statement or

Annual Report should be included in the detailed Technical proposal. The National Tax Numbers and Sales

Tax Registration Numbers of the company and/or partners should also be indicated (Photo copies of

concerned documents should be provided).

4.3 Relevant Experience Responding Organizations must demonstrate relevant experience in projects with similar nature, industry sector,

size and geography. Responding organization should provide the details of experience in similar projects

according to the following format. An ideal reference will include projects of similar nature in the government

sector with same size and geography (i.e., South Asia). The number of references is restricted to three.

Sr. No.

Start Date/ End Date

Nature of

Project

Total

Value

PKR (m)

Geography Size of Project

(Rs. In

Millions)

Name of the Project,

Customer, Contact

person & Contact Details

Note:



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Only those Projects should be considered where RO can provide the successful completion certificate

from the Client Organization (Photocopies of documents should be provided)

4.4 Technology Roadmap The RO to clearly mention the roadmap for the products and/or services that are quoted as part of the total

solution. A detailed chapter covering at least the following:

Any other supporting documents, graphs or charts which describe the technology roadmap of Licensed Software,

of software platform used for applications may also be provided.

4.5 Staff assigned to the Project Responding Organizations are required to name and provide resumes of at least the planned project manager,

lead IT architect, development team lead, processes consultant, testing team lead, requirements management

analyst and database analyst. Also, a list of the number of persons and their roles for the project is to be

provided. Particular focus should be on core skills set required for implementation of project of this nature. NITB

may provide its 3 to 4 technical resources and RO will have to use their services during the whole development

cycle of the product.

NITB requires the resumes of staff, assigned to this project as per format given in Appendix-B, in the

following three categories.

1. Total Staff assigned to the project (Please specify role of each person, as per minimum requirements

mentioned above)

2. Total Staff assigned for Project Implementation.

3. Total Staff assigned to the project for Support purposes

4. Total staff assigned to the project for Training purposes

Support of various IEEE standards

Support of various Information Security standards

Future products of same series, proposed by the Vendor

Commitment on Research & Development by the Vendor towards solving IT Security Issues (

Details of R & D Budget may be provided here)

Technology Refresh (strategy for the renewal and/or upgrade of technology employed at

different times during the lifecycle of the project)

Investment Robustness (avenues to safeguard investment in technology, e.g., using industry

standards, modularizing the system, upgradeability and scalability)



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5. Total staff assigned to the project for Customisation of software applications (Guidelines on team structuring

for this category are mentioned at Appendix-D)

4.6 Project Implementation/Management Plan The responding organization shall provide a detailed implementation plan and project management plan.

Responding Organization should provide the timeline (preferably according to the milestones provided in clause

2). Responding Organization should cover tasks assigned to the employees and resource allocation of

responding organization during the course of the project. This should not be in generic terms but should be

specific to the project. Project plans in tabular form, mentioning names of tasks, sub tasks, start date, finish date,

resources and milestones will also be appreciated. In the training category, ROs to provide detailed training

schedules along with the names of resources.

4.7 Deliverables The responding organization should clearly mention and list all the deliverables to be completed under the

proposed project. All architectural deliverables must comply with industry standards.

AREA

STANDARDS TO FOLLOW

Software Design Document (SDD) UML 2.x

SDD Area Diagram/Deliverable

System Overview Package diagram

Component Diagram

Architectural Consideration

Class diagram with special emphasis on Dependency Relationships

Component diagram

Interaction diagrams

General Constraints Class Diagram Component

Diagram



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Deployment Diagram

System Architecture Class diagram Component

diagram

Detailed System Design Class Diagram Component

Diagram

Database ER-Diagram Detail ER-Model as per the scenario with complete relationship description

Test Plan As per template provided by RO and agreed by NITB

Training Plan As suggested by RO

In addition to above, the RO will provide all manuals including user manual, technical manual, operational

manual, detailed ERD, etc.

4.8 Support Capabilities ROs must provide support for the solution for the duration of the entire lifecycle of the project, i.e., up to the time

of exit of the RO from the project. For certain projects a longer duration for support services to be provided may

be arranged. Please refer to the following table for guidelines for support time periods:

Service Provision Ends with Sun downing: For the entire lifecycle of the project up to Sun

downing

Solution Development Ends with Implementation or Rollout: As per timelines given earlier.

Macro Design Ends with Macro Design: At least for the duration of the first release of the

solution.

The RO should indicate the support capabilities for Application and Licensed software. Number, qualifications and

relevant certifications of support personnel must be indicated. The selected vendor will provide support for the

following for the larger of the duration of the project or three years:



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- Software bugs and upgrades/enhancements warranty. The software warranty will include providing

on-site Help Desk support for technical issues. The detailed support plan should also include the following

information other than mentioned above:

The chapter on Support plan should cover following categories in detail:

1 Comprehensive Support plan

2 Issue handling (software warranty/Bug fixing) Plan as mentioned above.

3 Details of Support Experience of the projects of same size and nature

4 Staff Assigned Expertise

System administration Certifications (MCSE etc.):

Vendor Specific RDBMS administration/management Certifications

5 Technical Support staff location (Office Locations)

6 Support experience of Government Projects

4.9 Training Capabilities The Responding organization should indicate its training capabilities to provide training on software application

and Licensed Software. Responding Organization should also provide a detailed training schedule. Training

premises (on–site) and necessary equipment will be arranged by the vendor. Preference will be given to the

Responding organizations with certified trainers.

The chapter on Training plan should cover following categories in detail:

1 Comprehensive Systems Training plan, including the following:

1.1 Details of Training Experience of the projects of same size and nature

1.2 Staff Assigned Expertise

1.2.1 System administration Certifications

1.2.2 Licensed Software Certifications

1.2.3 Trainer Certifications

2 Comprehensive Applications Training plan, including the following:

2.1 Details of Training Experience of the projects of same size and nature

Sr. No. Items Software bugs /

upgrades/

Enhancements

warranty

Response

time ( in

hours)

Resolution

time (in

hours)

Contact person

name, email &

Mobile No.



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2.2 Staff Assigned Expertise

2.2.1 Deployment

2.2.2 Configuration

2.2.3 Operations

2.2.4 Troubleshooting

2.2.5 Maintenance

2.2.6 Trainer Certifications

3 Training experience of Government Projects

4 Training staff location (Office Locations)



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5. General Terms & Conditions

5.1 Bid Bond A bid bond, in the shape of a Bank Draft/Pay Order in the name of NATIONAL INFORMATION TECHNOLOGY

BOARD, equivalent to 3% of the total cost of bid should be submitted along with the tender. NITB reserves the

right to forfeit the bid bond, if the information provided is not according to the various formats provided in this

document. Bid bond must be valid for period equal to bid validity. Accordingly, a bid with lessor validity period

shall be rejected as non-responsive. The bid bonds will be returned to all vendors after contract is signed with

successful bidder.

5.2 Validity of the Proposal All proposal and price shall remain valid for a period of 150 days from the closing date of the submission of the

proposal. However, the responding organization is encouraged to state a longer period of validity for the proposal.

5.3 Performance Bond The successful vendor shall be required to deposit in the form of a Bank Guarantee, a Performance Bond at the

time of last payment milestone, a sum equivalent to ten percent (10%) of the contract value. This Bank

Guarantee shall be issued by a scheduled bank operating in Pakistan and the value for the outstanding

deliverables of the contract will remain valid until the final and formal termination of Contract by NITB (this

includes the warranty period).

The Government shall forfeit the Performance Bond if the responding organization breaches any of its obligations

under the contract, including slippages in the committed schedules.

5.4 Clarification and Amendment to RFP To clarify issues and answer queries on any matter that may be raised at this stage, a bidders‟ conference will be

held in the premises of NATIONAL INFORMATION TECHNOLOGY BOARD as per date and time mentioned in

Tender Notice.

An RO requiring any clarification of the RFP may notify NITB in writing or facsimile at NITB‟s address. Similarly,

if a bidder feels that any important provision in the document is unacceptable; such an issue should be raised as

soon as possible. All queries/clarifications relating to RFP, in writing, should reach NITB

The subject RFP may change after the above mentioned Bidder‟s conference. It is kindly requested to visit NITB‟s

web site for any updates after bidder‟s conference.



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In order to afford prospective Bidders reasonable time in which to take the amendment into account in preparing

their bids, the NITB may, at its discretion, extend the deadline for the submission of bids. The revised RFP

and deadline (if required) will be uploaded/updated on the website of NITB (http://nitb.gov.pk ).

5.5 Penalty Clause The contract to be executed between NITB and the selected vendor will contain penalty clauses for delay in the

implementation schedule given at section 2 as well as failure to comply with the provision of providing the

required services during the post-approval phase.

5.6 Technical evaluation There will be a two-stage technical evaluation. Preliminary evaluation (Initial Screening) of technical bids will

be done on the basis of mandatory Clauses mentioned at Schedule-E “ E1. Selection criteria - PRE-

QUALIFICATION (MANDATORY CLAUSES)

Detailed technical evaluation will be done for firms who qualify the preliminary evaluation mentioned above.

These firms may be asked to give presentations on their solution. The Government’s Evaluation & Contract

Award Committee on the parameters given in the technical proposal will make the technical evaluation.

Ratings for the technical evaluation will be done as follows:

Firms succeeding in Preliminary evaluation will be graded according to given parameters in next section i.e.

E2. Grading criteria for ROs.

A Summary of these sections is presented as under:-

F: TECHNICAL EVALUATION Total Points Total Points

Minimum qualifying points

A: Presentation and Overall Methodology 100 70

B: Company Strength & Relevant Projects 150 105

C: BID Document Related 50 35

D: Company Software Project Experience 150 105

E: Team Evaluation 150 105

Total Points 600 420

Minimum 70% points would be required on each category as well as in total. However, procurement

Committee can reduce the percentage for all participants at the time of technical evaluation.

Only technically qualified vendor financial bids will be opened.

Technical part will carry 70% weightage overall and Financials will have a 30% weightage.

http://nitb.gov.pk/



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Weight of the Technical scoring is 70% and Firm‟s Score will be calculated using following formula.

Firm’s Score= (Points Obtained / Total Points)* 70 e.g. ( 420/600)*70=49

Points obtained in the detailed technical evaluation will be carried forward & prorated.

Note: Failing to qualify on any of the above criteria will not be considered for further evaluation

Financial bids of firms who score at least 70% on the technical evaluation (as a whole) will be opened before the

representatives who wish to attend the tender opening. 30 % weightage will be given to financial proposals of

responding organizations. The formula for financial scoring is that the lowest bidder gets 30 points and the other

bidders score 30 multiplied by the ratio of the lowest bid divided by the quoted price.

Example:

Value quoted by lowest bidder = A e.g. 5

Value quoted by second lowest bidder = B e.g 10

Value quoted by third lowest bidder = C e.g. 15

Financial scoring of the lowest bidder will be = 30

Financial scoring of the second lowest bidder will be= (A/B)*30 e.g. (5/10)*30=15

Financial scoring of the third lowest bidder will be = (A/C)*30 e.g. (5/15)*30=10

Points obtained in the detailed technical evaluation will be carried forward & prorated. Tender will be awarded to

the Responding Organization with maximum accumulative points (Technical Score + Financial Score). The

decision of this Committee will be binding on all concerned and will in no case be challengeable in any

forum.

5.7 Currency All currency in the proposal shall be quoted in Pakistan Rupees (PKR).

5.8 Withholding Tax, Sales Tax and other Taxes The responding organization is hereby informed that the Government shall deduct tax at the rate prescribed under

the tax laws of Pakistan, from all payments for services rendered by any responding organization who signs a

contract with the Government. The responding organization will be responsible for all taxes on transactions and/or

income, which may be levied by government.



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5.9 OEM relationship and warranties for Licensed Software The responding organization (RO) should be authorized Partner, FROM THE ORIGINAL MANUFACTURER for

provided licensed software. ROs having partnerships (e.g. Gold, Silver, premier etc.) with the original

Manufacturer will be given preference in final evaluation. All Licensed software should be warranties for three

years against defects/bugs as well as updates.

5.10 Ownership NITB has the intellectual Property Rights for all the Requirement Analysis Report, Software Design Documents

and any software source code (mentioned above) provided to the probable bidders. Bidders are not authorized to

use these documents for any purpose without the express written permission of Government of Pakistan through

NITB/ Ministry of Information Technology.

The ownership of all products and services rendered under any contract arising as a result of this RFP, including

any source code developed, will be the sole property of Government of Pakistan.

The RO will be bound to provide the source code to purchaser for usage/modifications for its own use and train

the purchaser staff so that some modifications can be done on purchaser side. The Purchaser will have full right

to modify the source code according to its changing business requirements. The RO can modify and sell the code

anywhere else, only with the express written consent of Government of Pakistan through Ministry of IT.

5.11 Contracting The selected vendor will submit Contract, as per draft at Appendix-H, within fifteen days of issuance of LOI.

5.12 Governing Law This RFP and any contract executed pursuant to this RFP shall be governed by and construed in accordance with

the laws of Pakistan. The Government of Pakistan and all responding organizations responding to this RFP and

parties to any contract executed pursuant to this RFP shall submit to the exclusive jurisdiction to Courts at

Islamabad.

5.13 Acceptance of Proposals The NATIONAL INFORMATION TECHNOLOGY BOARD reserves the right not to accept the lowest or any

proposal and to annul the bidding process without assigning any reason whatsoever.

The acceptance criteria will be as follows:

1. RO must be technically complaint to initial screening criteria mentioned at S. Nos. 5.6.1 to 5.6.10



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2. RO must score at least 70% in the technical evaluation listed at S. No. 5.6

3. RO must be the highest evaluated bidder (i.e. Technical Score + Financial Score is maximum).

Instructions for Responding Organizations

5.14 Submission of Proposal The complete proposals, technical and financial, should be submitted by 27

th April 2017 1100 hrs at the address

given at in RFP. Technical Portion of the bids will be opened on the same date at 1130 hours. Any bid received

by the NITB after the bid submission deadline prescribed by the NITB will be rejected and returned unopened to

the RO. Modifications to the submitted bid will not be accepted.

The responding organization shall deliver two copies of the technical proposal each copy being physically

separated, bound, page numbering done, sealed and labelled as “Technical Proposal” (one master and one copy,

labelled as such on their respective envelopes). Both the copies along with Soft Copy of Technical Proposal to be

further bound in one envelope. Format for submission of Technical proposal (along with chapters mentioned in

Clause 4) is attached as Appendix-A.

The responding organization shall deliver two copies of the financial proposal each copy being physically

separated, bound, sealed and labelled as “Financial Proposal” (one master and one copy, labelled as such on

their respective envelopes). Both copies to be further bound in one envelope along with Soft Copy of Financial

Proposal. Financial Proposals shall provide a cost-estimate for the overall project along with detailed cost-

estimates for various discrete parts of the project, as per format provided at Appendix-C.

The Bank Draft for Bid Bond to be enclosed in a separate envelope, labelled as “Bank Draft (Bid Bond)”, and

which should be sealed. Please ensure that bid Bond should not be in envelop of financial proposal, it should be

in a separate envelop.

The RO may withdraw its bid after submission, provided that written notice of the withdrawal is received by the

NITB prior to the deadline prescribed for bid submission. A withdrawal notice may also be sent by electronic mail

or facsimile, but it must be followed by a signed confirmation copy, postmarked no later than the deadline for

submission of bids. The notice of withdrawal shall be addressed to the NITB at the address stated for bid

submission. Bid withdrawal notices received after the bid submission deadline will be ignored, and the submitted

bid will be deemed to be a validly submitted bid. No bid may be withdrawn in the interval between the bid

submission deadline and the expiration of the bid validity period. Withdrawal of a bid during this interval may

result in the forfeiture of the Bidder's bid security.

The NITB will examine the bids to determine whether they are complete, whether any computational errors have

been made, whether required sureties have been furnished, whether the documents have been properly signed,

and whether the bids are generally in order.



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Financial bid have any arithmetical errors shall be subject to rectification by the NITB. If a RO does not accept the

correction of errors, its bid will be rejected and its bid security may be forfeited.

The NITB may waive any minor informality, nonconformity, or irregularity in a bid that does not constitute a

material deviation, provided such waiver does not prejudice or affect the relative ranking of any RO.

5.15 Mode of Delivery and Address

Proposals shall be delivered by hand or courier so as to reach the address given at section 3.1.2 by the last date

and time indicated for submission.

PROPOSALS RECEIVED BY FAX OR EMAIL SHALL NOT BE ACCEPTED.



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A. Appendix: Summary of Technical Proposal

Summary of Technical proposal should serve as the cover page for the detailed technical proposal in the form of

chapters mentioned from clauses 4.1 to 4.9. Failure to provide the „Summary of Technical Proposal‟ on the format

given below, and/or failure to provide the accompanying detailed technical proposal will render the proposal non-

responsive and thus not fit for processing.

Cat S.

NO

INFORMATION REQUIRED Close

Answer (if

any)

Proof at Page

A General [page number]

1 No of Years in business in Pakistan .. ..

2 No of Offices locations in Pakistan .. ..

3 Annual Turnover (Million Rs.)

4 Value of projects in hand (details given at ___ in main proposal as per

table provided in 4.3)

B Details of total staff employed

1 No of permanent staff employed:

Technical

Managerial

2 Cumulative Experience (in years)

3 Total No of certified professionals in Technical Domain

C Experience of Implementation of proposed systems

1 No. of similar projects that have been completed successfully

(details given at ___ in main proposal as per table provided in 4.3)

2 No of government project completed


3 No of non-government project completed


D Training

1 Years in Business in Training field



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2

No of Staff employed ( Specifically hired for training or capable of

providing Training):

3 Cumulative Training Experience (in years)

4 Expertise/Skills of Trainers.

5 List of Customers of “Training” along with contact details

(details given at ___ in main proposal)

E Support Capabilities

1 Years in Business in Support area

2 No. of Staff employed : (Capable of providing Support)

3 Cumulative Experience (in years)

4

Expertise/Skills (tools/application/packages) – Details in Appendix

____

5 List of Customers of “Support” along with contact details

(details given at ___ in main proposal)

NITB requires the resumes of staff, assigned to this project as per format given in Appendix-B, in the following

three categories.

1. Total Staff assigned to the project (Please specify role of each person, as per minimum requirements given at

4.5)

2. Total Staff assigned to the project for Support purposes

3. Total Staff assigned to the development/customisation/implementation of software applications

4. Total staff assigned to the project for Training purposes

Chapters to be provided with Technical Proposal:

1. Scope of Business of Participating Organization (s) and scope of involvement of participating

organizations in consortium as per section 1.1.

2. Details of Financial Capability as per section 4.2, including Sales Tax, NTN numbers, (Income Statements

or Annual reports).

3. Details of Relevant Experience as per section 4.3

4. Details of Technology Roadmap as per section 4.4

5. Details of Staff assigned to Project as per section 4.5

6. Detailed Project Implementation & Management Plan as per section 4.6



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7. Details of Licensed Software quoted as per section 4.7

8. Support capabilities as per section 4.8

9. Compliance to specifications given in 4.9

10. Proposed architecture/design and solution for the software applications

11. Relationship with OEM as per section 5.9– Photocopies of revenant certificates should be provided. In

case of absence of any proof, RO will be screened out in initial screening.

12. Training capabilities as per section 4.10

13. Technical brochures/ Data Sheets for the licensed software.

Note: NITB reserves the right to forfeit the bid bond, if the information provided is not according to the formats

provided in this document.



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B. Appendix: Format for Resumes

1. General Details:

Name

Date of Joining, in this Company

Designation in the Company

Role Assigned in this

Project/Activity

Email

Mobile #

2. Education

3. Certifications

Please provide photocopies of certifications with prescribed resume format. Certifications will not be considered

valid without the photocopies.

4. Experience

Total IT Experience (Yrs.): ______________

Total Experience in Propose Technology (Yrs.): ___________________

Sr. No. Degree Passing

Year

Institution Name Major/Minor Division

/GPA

1.

2.

3.

Sr. No. Name of Certification Year of

obtaining

Date till Certification is

Valid

Certification ID /

Number

1.

2.

3.



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Details of IT Experience:

Sr. No. Company Name Designation

/Position

Job Description

Experience

Years/Months

1.

2.

3.

Projects Details:

Sr.

No.

Name of the

Project

Role in the

Project

Nature & Description of

the Project

Tool &

Technologies usage

in the project

Duration of the

Project

1.

2.

3.



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C. Appendix: Format for Financial Proposal

Software Development

LOT Item Quantity

Unit Price (RS)

Total Price (Rs)

LOT-I Requirement Analysis, Software Design, Development, testing and Implementation and Rollover of Following Modules

1. Requisitions & Recruitment Rules Module (R3M) 1

2. CSS Module (Candidate Registration, Case Processing & Tracking) 1

3. General Recruitment (GR) Module (Candidate Registration, Case Processing & Tracking) 1

4. Unified Examination Module(UEM) 1

5. Activity & Duty Schedular (ADS) 1

6. Vehicle Maintenance Module(VMM)

7. Library Management Module

LOT-2 Requirement Analysis, Software Design, Development, testing and Implementation and Rollover of Following Modules

1. Human Resource Module (HRM) 1

2. Inventory Management Module(IMM) 1

Support - 2 years Support & Maintenance of developed software application

2

LOT-3 PROPOSALS FOR

1. Off the shelf software for Computer based Psychological Assessment including updateable(through uploading) question bank 1

2. Licensed Anti-Virus software for 100 users 100

Total

Optional Items

A Other

1 Any Other Necessary Associated Services/Products to be Charged

to fulfill Above Mentioned Requirements

1

Total

Note: It may likely that different companies may be engaged for different categories or single company may be

engaged for all categories.

These prices must include all incidental costs associated with the provision of the service, such as travel,

subsistence, office support, communications, printing of materials, etc., and all taxes, levies, duties and fees



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imposed on the Bidder, its subcontractors, or employees on account of such services in the Purchaser's

country or in any other country.

Shared components/modules must not be charged separately for each system. (Although for complete

modules minor implementation/customization charges can be accommodated)

Responding organization must provide separate price/cost for each line item or may state that it is either

“included” within the cost of some other line item or nil. Bid will stand non-compliant in case any line item is

missed out or left blank.



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D. APPENDIX: TECHNICAL TEAM STRUCTURING FOR SRS DOCUMENT(S), DEVELOPMENT/CUSTOMIZATION OF SOFTWARE APPLICATIONS.

a. Project Manager (One (1) in number): Overall eight (8) years of experience out of which five (5) years of

project management experience and having at least Masters in Computer Science or a four year BCS.

b. Architect (One (1) in number): Overall five (5) years of experience out of which two years as an

architect of web based solutions/applications and having at least Masters in any field of IT/Computer

Science.

c. Development Team Lead (One (1) in number): Overall five (5) years of experience out of which two (2)

years of technical leadership experience of MIS/ Work Flow systems and having at least Masters in

Computer Science or a four year BCS.

d. Testing Team Lead (One (1) in number): Overall five (5) years of experience out of which two (2) years

of quality assurance / testing team leadership experience of same volume systems, practical knowledge

of ISO/CMM quality standards and having at least Masters (Computer Science/Electrical

Engineering/Business Administration) or a four year BCS.

e. Requirements Management Analyst (two (2) in number): Overall five (5) years of experience out of

which three (3) years of system analysis experience and having at least Masters in Computer Science or

a four-year BCS.

f. Database Administrator (One (1) in number): Overall five (5) years of experience out of which three

(3) years of database experience, analysis and design of the database part of the system and having at

least Masters in Computer Science or a four year BCS.

g. Software Engineers (Five (5) in number): Overall five (3) years of experience out of which software

development experience, and having at least Masters in Computer Science or a four year BCS.



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E. Appendix: SAMPLE BID FORM

Date: __________________________ To: Project Director National Information Technology Board 24-B, Street 6 Sector H-9/1 Islamabad.

Gentlemen:

Having examined the RFP including attached documents, the receipt of which is hereby duly acknowledged, we, the undersigned, offer to produce, deliver, install, support and maintain {Application Software Solution} in full conformity with the said RFP including attached documents.

We undertake, if invited by you to do so, to attend a Clarification Meeting at our own expense and at a place of your choosing. We undertake, if our bid is accepted, to install the systems in accordance with the schedule specified in our bid.

If our bid is accepted, we will provide an Advance Payment Security and a Performance Security in the form and in the amounts, as agreed in pursuance of this contract.

We agree to abide by this Bid for a period of {number of days} from the date fixed for Bid submission, and it shall remain binding upon us and may be accepted at any time before the expiration of that period.

Until a formal contract is prepared and executed, this Bid, together with your written acceptance thereof and your notification of award, shall constitute a binding Contract between us.

We understand that you are not bound to accept the lowest or any bid you may receive. Dated this _____________ day of _______________ 2017. ________________________________ {Signature} {In the capacity of} Duly authorized to bid and sign for and on behalf of _______________________



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F. Appendix: Draft Generic Contract

NATIONAL INFORMATION TECHNOLOGY BOARD, Ministry of IT

Status of Contract – DD.MM.YYYY - Subject to Review

NATIONAL INFORMATION TECHNOLOGY BOARD, Ministry of Information Technology

AND

< VENDOR >

AGREEMENT RELATING TO

< NAME OF PROJECT TO BE UNDERTAKEN >

E-Services at Shaikh Zayed Medical Complex 34

THIS AGREEMENT is made at Islamabad on this ____day of____20xx.

BETWEEN The NATIONAL INFORMATION TECHNOLOGY BOARD, Ministry of IT, Government of Pakistan, acting through the Project Director, <Name of the project> Project, (hereinafter referred to as the "CLIENT" which expression shall, where the context admits, include his successors-in-interest and assigns) of the One Part;

AND < Name of the VENDOR > (hereinafter referred to as the "VENDOR") acting through __________ its duly authorized officer, of the Other Part. WHEREAS (A) The Client desires to < introduce, achieve, and exclusively operate: the main service to be provided by the

project >. (B) < Enter the primary objective of the project, e.g., increase speed, disallow human intervention, etc. > (C) The Vendor is desirous of providing the services more fully described hereinafter. (D) Consequent upon a review of the Vendor‟s proposal/bid dated _________for the Project, the Vendor held

negotiations with the Client thereon and reached various understandings in relation thereto as a result whereof the Vendor was issued a Letter of Intent dated __________.

(E) Pursuant to the negotiations held and understandings reached between the Vendor and Client, the Client

has accepted that it acquires the combination of services as described in this Agreement from the Vendor, upon the terms and subject to the conditions of this Agreement.

NOW THEREFORE, for good and valuable consideration the adequacy whereof is hereby confirmed and the mutual benefits to be derived there from, the representations and warranties, covenants, conditions and promises contained herein below and intending to be legally bound, the Parties hereby agree as follows:

EGD – Turnkey Basis Draft Contract

35

A. DEFINITIONS, INTERPERTATION AND SETTLEMENT OF DISPUTES

ARTICLE 1: DEFINITIONS Unless the context requires otherwise, the following terms shall have the respective meaning ascribed thereto hereunder: 1.1 "Acceptance" or "Approval by the Client" or any grammatical variations thereof means provisional

written acceptance or provisional approval or authorization by the Client as the case may be in accordance with Schedule "______".

1.2 "Acceptance Test Criteria" means the criteria for the provisional Acceptance of any item, part or

component of the Project as laid down in Schedule ___________ 1.3 "Acceptance Testing" means the testing or checking, as applicable, of any of the item, part or

component of the Project as per the Acceptance Test Criteria and procedure laid down in Schedules _____, “Acceptance and Testing Criteria” and, subject to context, the verification of quality assurance of the same.

1.4 "Agreement" means this Agreement between the Client and the Vendor, together with all Schedules attached hereto.

1.5 "Client" means the NATIONAL INFORMATION TECHNOLOGY BOARD, Ministry of Information

Technology. 1.6 "Client’s Authorized Representative" means the Project Director or such other person as the Project

Director may from time to time notify in accordance with this Agreement. 1.7 "Contract Payments" means the payments set out in Schedule ___ to this Agreement to be made by the

Client to the Vendor, in the manner stipulated therein, as the entire remuneration for the services to be rendered by the Vendor in accordance with this Agreement.

1.8 "Contract Price" means the sum of Pak Rupees ________________which constitutes the only and

entire consideration payable by the Client to the Vendor for the successful implementation, testing and completion of the Project by the Vendor and the performance of all its obligations in accordance with the terms and conditions of this Agreement.

1.9 "Day(s)" means a day other than a gazetted holiday. 1.10 "Effective Date" bears the meaning ascribed thereto in Article 4.

1.11 "Final Acceptance Certificate" means the certificate to be issued by the Client in accordance with

Schedule “____”. 1.12 "Force Majeure Event" bears the meaning ascribed thereto in Article 23. 1.13 "GOP" means the Government of the Islamic Republic of Pakistan. 1.14 < Enter any other project specific abbreviations or terms used in the contract here > 1.15 "Implementation" means the carrying out of all activities envisaged to be carried out by the Vendor as per

the Schedules. 1.16 "Infrastructure" means the site, software, hardware and networking for development of the Project in

accordance with this Agreement.



36

1.17 "Integration" means interfacing of all hardware and software components in a seamless manner to

produce the desired final out put in accordance with this Agreement whether or not that may have been supplied, installed, commissioned or operated by the Vendor.

1.18 "Key Personnel" means the focal personnel mentioned in Article 8 provided by the Vendor for the

purposes of carrying out the services under this Agreement. 1.19 "Laws of Pakistan" means the federal, provincial and local laws of Pakistan, and all orders, rules,

regulations, statutory regulatory orders, executive orders, decrees, judicial decisions, notifications, or other similar directives made pursuant thereto, issued by any executive, legislative, judicial, or administrative entity, as any of them may be amended from time to time.

1.20 "Loss" means any and all loss, damage, liability, payment obligation and all related expenses (including

reasonable legal fees) and expenses for remedial action/measures. 1.21 "Notice to Proceed (“NTP”)" means formal instructions issued to the Vendor to commence

implementation of, the mutually agreed requirements of the Client in accordance with Schedule B. 1.22 "Pakistan" means the Islamic Republic of Pakistan. 1.23 "Party" means either the Client or the Vendor, as the case may be. 1.24 "Parties" means both Client and the Vendor. 1.25 "Payment Date" means the 30

th day from the date on which the Client receives an invoice from the

Vendor, in accordance with the terms and conditions of this Agreement. 1.26 "Project" means the PSDP Project titled “Online recruitment System for FPSC, Phase-II” project with its

attendant Scope of Services as laid down in Section 1.31 below) by the Client; with all components required for its successful completion, testing and commissioning as described in Schedule A.

1.27 “Project Consultants” means such person or commercial entity as the Client may from time to time

appoint to perform such functions, as are described in Schedule _________. 1.28 "Project Plan" means the project plan mutually agreed between the Parties in Schedule ____which

shall, inter alia, include the project timeline, as well as all plans asked for in the RFP. 1.29 “Project Team” means the Client‟s Project Team as notified to the Vendor by the Client from time to

time. 1.30 "Public Sector Entity" means the GOP and any sub-division thereof, courts or tribunals in Pakistan any

department, authority, instrumentality, agency or judicial body of the GOP or any Provincial Government and any statutory or other corporation subject to the overall control or direction as to matters of policy or otherwise under or controlled by the GOP or a Provincial Government, but, for the purposes of this agreement, does not include the Vendor.

1.31 "Quality Assurance" means the series of inspections, reviews and tests as may be required by the

Client, from time to time, to be carried out/conducted by the Vendor to ensure that the services rendered by the Vendor are strictly in accordance with the requirements of this Agreement, in compliance to the requirements agreed prior to NTP, and the Project.



37

1.32 "RFP" means the Request for Proposal issued by the Client as contained and described in the RFP document numbered RFP- < enter RFP number here > issued on the < enter date here > in response whereto the Vendor submitted its bid/proposal-dated _______ for the Project.

1.33 "Rupee" and "Rs." mean the lawful currency of Pakistan. 1.34 "Scope of Services" means the services, described in Schedule A, .(Note : the Schedule is tentative

and will be finalized jointly by the Client and the Vendor once the RFP has been received and the final Scope of Services has been mutually agreed) to be provided by the Vendor pursuant to this Agreement

1.35 "Site" means the sites described in the Schedule ____. 1.36 “Steering Committee” means the committee notified by _______ through Letter No. ____ dated

_______ as amended from time to time 1.37 "Term" means the term of this Agreement as specified in Article 4. 1.38 "Vendor's Representative" means the authorized representative of the Vendor who is assigned and

designated by the Vendor and notified to the Client in advance, to be fully authorized and responsible for all decisions and communications on behalf of the Vendor in connection with this Agreement.

ARTICLE 2: INTERPRETATION

2.1 The recitals and Schedules to this Agreement shall form an integral and substantial part of this

Agreement. 2.2 Headings in this Agreement are included for convenience of reference only and shall not be construed as

a part of this Agreement for any other purpose. 2.3 The singular includes the plural and vice versa; 2.4 The terms "include" and "including" mean "without limitation", unless otherwise expressly stated. 2.5 Unless the context indicates otherwise, references to Articles, Sections, recitals and Schedules are

references to the Articles, Sections of, and the recitals and Schedules to, this Agreement. 2.6 In carrying out its obligations and duties under this Agreement, each Party shall have an implied

obligation of good faith. 2.7 Works, materials, equipment or any other item or component being or forming part of the Project

described in words, when so applied, and having well known technical or trade meaning shall be deemed to refer to such recognized meaning unless required otherwise in the context.

2.8 In case of conflict or contradiction between the text of this Agreement and any of the Schedules, the text

of this Agreement excluding the Schedules shall prevail.] 2.9 Correspondence:-

(a) Addresses. Except as otherwise expressly provided in this Agreement, all correspondence or other communications to be given or made here-under shall be in writing, shall be addressed for the attention of the persons indicated below and shall either be delivered personally or sent by reputable courier, registered mail, Acknowledgement Due, or facsimile. The addresses for general service of the Parties and their respective facsimile shall be:



38

If to the Client: Attention: Mail: Fax: If to the Vendor: Attention: Mail: Fax:

(b) Delivery. Except as otherwise expressly provided in this Agreement, all correspondence shall be

deemed delivered (i) when presented personally, (ii) if received on a Day by the receiving Party, when transmitted by facsimile to the receiving Party's facsimile number specified above, (iii) one Day after being delivered to a courier for overnight delivery, addressed to the receiving Party, at the address indicated above (or such other address as such Party may have specified by written notice delivered to the delivering Party at its address or facsimile number specified above in accordance herewith), or (iv) five (5) Days after being deposited in a regularly maintained receptacle for the Postal General Services in Pakistan, postage prepaid, registered, return receipt requested, addressed to the receiving Party, at the address indicated above (or such other address as the receiving Party may have specified by written notice delivered to the delivering Party at its address or facsimile number specified above in accordance herewith). All correspondence sent through facsimile shall be confirmed in writing delivered personally, through courier or sent by registered mail, but the failure to so confirm shall not void or invalidate the original correspondence if it is in fact received by the Party to which it is addressed.

(c) Changes of Address. Any Party may by prior written notice to the other Party change the

address and/or addresses to which such correspondence and communication to it are to be delivered or mailed.

2.10 The representatives of both the Parties for the purposes of this Agreement shall be the appointed in the

following manner by each Party for its internal and external communications:

(a) Client’s Authorized Representative:

i. Clients‟ Authorized Representative shall be the Project Director. The Client may from time to time appoint some other person as the Client‟s Authorized Representative in place of the person previously so appointed, and shall give a notice of the name of such other person to the Vendor without delay.

ii. The Project Director/Client‟s Authorized Representative shall have the authority to

represent the Client on all day-to-day matters relating to the Project or arising out of this Agreement. All correspondence, notices, instructions, orders, certificates, approvals and all other communications pursuant to this Agreement shall be given by the Project Director or by an officer authorized by him in this behalf, except as otherwise provided for in this Agreement.

iii. All correspondence, notices, information and other communications required to be given

pursuant to this Agreement to the Client shall be given to the Project Director, except as otherwise provided for in this Agreement.



39

iv. The Project Director shall issue with reasonable promptness such written clarifications or interpretations of this Agreement as he may deem necessary, which shall be consistent with or reasonably inferable from the overall intent of the Agreement.

(b) Vendor’s Representative.

i. Within ________ (__) days of the Effective Date, the Vendor shall nominate its Representative and shall request the Client in writing to approve the person so nominated. The request must be accompanied by detailed curriculum vitae of the nominee, as well as a description of the responsibilities, which the nominee would retain while performing the duties of Vendor‟s Representative. If the Client does not object to the nomination within _________ (_____) days, the Vendor‟s Representative shall be deemed to have been approved. If the Client objects to the nomination within ________ (__) days giving the reasons for such objections then the Vendor shall nominate a replacement within ________(___) days of such objections in accordance with this Article.

ii. Subject to the extensions and/or limitations (if any), the Vendor‟s Representative shall

have the authority to represent the Vendor on all day to day matters relating to the Project or arising out of this Agreement. The Vendor's Representative shall address to the Project Director all correspondence and other communications under this Agreement.

iii. All correspondence, notices, information and all other communications given by the Client

to the Vendor under this Agreement shall be given to the Vendor‟s Representative.

iv. The Vendor shall not revoke the appointment of its Representative without the Client's prior written consent, which shall not be unreasonably withheld. Any request for consent as aforesaid shall be accompanied by detailed curriculum vitae of the proposed substitute. Approval of the substitute, in accordance with the procedure set out in this Article by the Client shall precede the Client‟s consent.

v. The Vendor's Representative and staff shall work closely with the Client‟s Project Team

and staff, and act within their own authority and abide by directives issued by the Client that are consistent with the terms of this Agreement. The Vendor‟s Representative shall be responsible for managing the activities of it‟s the Vendor‟s personnel so as to ensure compliance with the requirements of this Agreement.

vi. The Client may by notice to the Vendor object to any representative or person employed

by the Vendor in the execution of this Agreement who, in the reasonable opinion of the Client is unsuitable or has behaved inappropriately. The Client shall provide evidence of the same, whereupon the Vendor shall forthwith remove such person from working on the Project.

vii. If any representative or person employed by the Vendor is removed in accordance with

Article 2.10, the Vendor shall, where required, promptly nominate a replacement acceptable to the Client.

viii. The Vendor‟s Representative shall devote his whole time to the Project.

2.11 Each provision of this Agreement shall be construed separately and notwithstanding that the whole or any

part of any such provision may prove to be illegal, invalid or unenforceable, the other provisions of this Agreement and the remainder of the provision in question shall continue in full force and effect.



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2.12 No Waiver. No waiver by either Party of any default or defaults by the other Party in the performance of any of the provisions of this Agreement:

(i) shall operate or be construed as a waiver of any other or further default or defaults whether of a

like or different character; or (ii) shall be effective unless in writing duly executed by a duly authorized representative of such

Party; (iii) neither the failure by either Party to insist on any occasion upon the performance of the terms,

conditions and provisions of this Agreement, nor any delay or other indulgence granted by one Party to the other shall act as a waiver of such breach, an acceptance of any variation, or as the relinquishment of any such right or any other right hereunder.

2.13 Relationship of the Parties. This Agreement shall not be interpreted or construed to create an

association, joint venture, or partnership between the Parties or to impose any partnership obligation or liability upon either Party. Neither Party shall have any right, power, or authority to enter into any agreement or undertaking for, to act on behalf of, to act or be an agent or representative of, or to otherwise bind, the other Party.

2.14 Survival. Expiration or termination of this Agreement shall not relieve either Party of any obligation that

by its nature should survive expiration or termination, including without limitation all promises of indemnity and confidentiality; provided, however, that the rights and remedies of the Parties with respect to such obligations that are not asserted in writing prior to the (_____) anniversary of the expiration or termination of this Agreement shall not in any event survive such (_____) anniversary. Notwithstanding the foregoing, as to the Parties' obligations regarding promises of indemnity and confidentiality, the provisions of this Agreement shall remain unaffected and be applicable with full force and effect.

2.15 Entire Agreement. This Agreement is intended by the Parties as the final expression of their agreement

and is intended also as a complete and exclusive statement of the terms of their agreement with respect to the entire Project, its completion and all related matters. All prior written or oral understandings, offers or other communications of every kind pertaining to the scope of the Project described herein are hereby abrogated and withdrawn.

2.16 No Liability for Review. No review or Approval by the Client of any agreement, documents, instrument,

item, component or specifications proposed by the Vendor shall relieve the Vendor from any liability that it would otherwise have had for its negligence in the preparation of such agreement, document, instrument or specifications or for its failure either to comply with any applicable Laws of Pakistan, or to satisfy the Vendor‟s obligations under this Agreement, nor shall the Client be liable to the Vendor or any other person by reason of its review and approval of any agreement, document, instrument, item, component or specifications of the Project.

2.17 Counterparts. This Agreement may be executed in two or more counterparts all of which shall be

considered one and the same Agreement and each of which shall be deemed an original. 2.18 Non-collusion etc. Neither Party, nor its employees, agents and representatives shall (i) solicit, attempt

to accept or (ii) offer to pay, attempt to pay or pay, directly or indirectly, any kick back, in the form of money, fee, commission, credit, gift, gratuity, thing of value or compensation of any kind, to or from any person (including, without limitation, any of the parties), or any officer, employee, agent, representative or anyone else acting on behalf of such person, for the purpose of obtaining, furnishing or acknowledging favorable treatment in connection with this Agreement.



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2.19 All additions, amendments and variations to this Agreement shall be binding only if in writing and signed by duly authorized representatives of the Parties.

2.20 Governing Law: This Agreement and the rights and obligations hereunder shall be interpreted,

construed and governed by the Laws of Pakistan.

ARTICLE 3: RESOLUTION OF DISPUTES 3.1 Resolution by Parties,

3.1.1 Discussion Period. If any dispute of any kind whatsoever shall arise between the Client and the Vendor in connection with any opinion or recommendation of the Project Consultants or out of this Agreement, including without prejudice to the generality of the foregoing, any question regarding its existence, validity or termination, or the completion of the Project (whether during the progress of implementation or after its achieving completion and whether before or after the termination, abandonment or breach of the Agreement) the Parties shall seek to resolve any such dispute or difference through mutual consultation.

3.1.2 Referral to Steering Committee

In case the Parties fail to reach agreement within thirty (30) Days of the date upon which a Party serves notice upon the other with regard to the existence of a dispute, the dispute shall then be referred to the Project Steering Committee, constituted by the Ministry of Information Technology, which shall finally resolve the dispute within thirty (30) Days of such dispute having been referred to it after giving each party reasonable opportunity of presenting its respective point of view.

3.2 Notwithstanding the existence of any dispute under this Article the Vendor shall carry on performance of

its obligations under this Agreement and maintain the progress schedule, unless otherwise directed by or agreed with the Client in writing, provided payments for work performed are made timely in accordance with this Agreement and are not themselves in dispute.



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B. SUBJECT MATTER OF THIS AGREEMENT

ARTICLE 4: TERM AND EFFECTIVE DATE

4.1 This Agreement shall become effective on the date of acceptance by the Client of the Performance Guarantee furnished by the Vendor in accordance with Article 10 and shall continue in full force and effect for a period of _______ (___) months (the "Term") unless terminated earlier or extended further in accordance with the terms and conditions hereof.

4.2 The Term may be varied by mutual consent of the Parties on such terms and conditions as may be

mutually agreed.

ARTICLE 5: SCOPE OF SERVICES 5.1 The Vendor shall provide the Client with services described in Schedule ____ at the Sites stipulated

therein, as amended from time to time by mutual agreement of the Parties, in accordance with this Agreement, the RFP and the Technical Proposal submitted in response thereof including all such services that may be allied or ancillary to the Scope of Services for successful completion, commissioning and testing of the Project.

5.2 The Vendor shall ensure that each milestone in the Project Plan is achieved on or before its scheduled

date. The Vendor shall also ensure that each part, item or component of the Project shall be delivered, supplied, provided, installed, completed, performed, inspected, tested and/or rendered, as the case may be, in accordance with the applicable specifications contained in this Agreement and the Schedules, and in a good, workmanlike manner with all equipment, materials, hardware, firmware and software that are new and fit for their intended use, and in accordance with all material respects with sound engineering and other technical practices that are internationally recognized and acceptable.

5.3 In the event of the Client requiring the Vendor to perform or render services in addition to, or a change in,

the Scope of Services as described in Schedule ____, the RFP or the Technical Proposal, the Parties shall mutually agree upon the terms and conditions subject to which any such services or change shall be provided by the Vendor.

ARTICLE 6: REPRESENTATIONS & COVENANTS BY THE CLIENT

6.1 The Client hereby represents and warrants as follows:

6.1.1 The Client has the requisite power and authority to execute and deliver this Agreement and to perform the obligations hereunder undertaken.

6.1.2 To the best of its knowledge and belief, there exist no circumstances or reasons, which are likely

to threaten or adversely affect the performance of its obligations under this Agreement.

6.1.3 This Agreement has been duly executed and constitutes a legal, valid and binding obligation of the Client.

6.1.4 The Client shall exercise its powers under the Laws of Pakistan and any amendment made

thereto in a manner that is consistent with this Agreement. 6.2 The Client hereby covenants as follows:



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6.2.1 If available and reasonably practicable the Client shall, in accordance with the Laws of Pakistan, provide at no cost to the Vendor all existing information as may be reasonably necessary for the performance of the Vendor‟s activities. In providing any information as aforesaid, the Client shall not be responsible for the correctness or interpretation of any such 'information or the consequences of reliance thereon by the Vendor. The Vendor shall solely be responsible for any interpretation or adverse consequences directly ensuing from the reliance placed upon the information provided by the Client to the Vendor pursuant to this Agreement.

6.2.2 Cross Hiring. The Client and Vendor shall not offer employment to, nor solicit services of

personnel employed by the other during the term of this Agreement and for a period of two (2) years thereafter unless approved by the other. How over, technical HR provided by the Client, in addition to Vendor‟s own resources (if required), will be used for development of software throughout the life cycle of the project.

ARTICLE 7: REPRESENTATIONS, WARRANTIES & COVENANTS BY THE VENDOR

7.1 The Vendor represents and warrants to the Client that:

7.1.1 The Vendor is duly constituted and exists under the laws applicable to it and has, so far as is

material to the Client, complied with all requirements of all other applicable Laws of Pakistan and has all requisite power and authority to conduct its business and to own its properties.

7.1.2 To the best of its knowledge and belief, there exist no circumstances or reasons, which are likely

to threaten, prevent or adversely affect the performance of its obligations under this Agreement. 7.1.3 This Agreement has been duly authorized, executed and delivered by the Client and constitutes

the legal, valid and binding obligation of the Client. 7.1.4 To the best of its knowledge and belief, the execution, delivery and performance of its obligations

under this Agreement by the Vendor will not constitute a violation of any statute, judgment, order, decree or regulation or rule of any court, governmental authority or arbitrator of competent jurisdiction applicable or relating to it, its assets or its business.

7.2 The Vendor hereby covenants as follows:

7.2.1 The Vendor shall provide, deliver, render, perform, test, commission and transfer, as applicable,

the services relating to the Project in accordance with:

(i) This Agreement along with the Schedules and its Technical Proposal in response to the RFP;

(ii) All applicable Laws of Pakistan; and

(iii) Sound, internationally recognized and acceptable standards and practices as modified,

amended or recommended from time to time by the relevant Pakistani or international agency, as the case may be;

7.2.2 The Vendor shall ensure that each milestone in the Project Plan is achieved on or before its

scheduled date. The Vendor covenants that the Scope of Services shall be delivered, supplied, provided, completed, performed, commissioned, tested, and/or rendered, as the case may be, in accordance with the applicable specifications contained in this Agreement and the Schedules, and in a good, workmanlike manner, and in accordance with sound practices that are internationally recognized and acceptable.



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7.2.3 Throughout the Term of this Agreement, the Vendor shall make adequate arrangement for the

security, theft and fire protection of all components of the Project until the issuance of the Final Acceptance Certificate by the Client and shall furnish to the Client such evidence as the Client may reasonably require from time to time as to the adequacy of the insurance cover obtained by the Vendor.

7.2.4 In the event that the Vendor fails to provide evidence satisfactory to the Client as to the adequacy

of any insurance cover the Client shall obtain such insurance cover as is in its opinion reasonably required for the purposes of the Project and to recover all the costs and expenses pertaining thereto from any payments that may be due or become due to the Vendor.

7.2.5 The Vendor shall (a) at all times, maintain its corporate existence in compliance with the Laws of

Pakistan; (b) at all times hereunder comply with all Laws of Pakistan applicable to the Vendor; (c) procure and maintain all consents, authorizations, permits, etc. for use of the software tools necessary for its performance under this Agreement; and (d) pay all prescribed fees in connection with such consents, authorizations, permits, etc.

7.2.6 Upon request of the Client, and at no cost to the Client, the Vendor shall cause an independent

counsel to issue an opinion to the Client affirming the representations and covenants contained in this Article and setting forth such further particulars as the Client may reasonably request.

7.2.7 The Vendor shall keep proper books of record in which all correct entries shall be made of all

matters relating to the performance of its obligations under this Agreement in a fair and complete manner. The Vendor shall furnish the following to the Client as long as this Agreement is in effect: (i) Reports: As soon as possible, a report of any factors materially or adversely affecting or

that might materially and adversely affect the Project or the Vendor's operations or its financial condition.

(ii) Scheduled Reports: At the times and events specified in Schedule ___, the reports

stipulated therein with all relevant details. (iii) Data/Information: With reasonable promptness, such other data and information as the

Client may reasonably request, from time to time, in respect of this Agreement.

7.2.8 The Vendor shall provide the Client with copies of any evaluations or reports it performs for or obtains from any third party in respect of the Project.

7.3 The Vendor represents, undertakes and warrants that:

7.3.1 It has experience and expertise in performing its obligations, including, without limitation, all

services and work, under this Agreement and the performance as aforesaid by the personnel provided by the Vendor under this Agreement shall be in strict accordance with all conditions, requirements and specifications contained in this Agreement and all applicable Laws of Pakistan and shall reflect the level of care, skill, knowledge and judgment required or reasonably expected for performance of such obligations and services internationally.

7.3.2 It will provide services in a sound professional manner through qualified personnel, conforming to

(i) the highest standards and practices prevalent internationally; and (ii) the specifications and other requirements laid down in this Agreement.



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7.4 The Parties agree and acknowledge that the Client is entering into this Agreement on the basis of the Vendor‟s warranties, representations, undertakings and covenants set out in this Agreement.

a. ARTICLE 8: STAFF ASSIGNED

8.1 Personnel

8.1.1 General. All services under this Agreement shall be performed by personnel having requisite

knowledge and training in work of the nature to be performed by the Vendor. The Client shall have the right upon written notice to require the Vendor to remove any employee/personnel from performing services under this Agreement if the Client determines reasonably that his/her employment is not in the interest of the Project. The Vendor shall forthwith replace any such employee that is so removed from the project with a person of similar qualifications, experience and standing acceptable to the Client.

8.1.2 Any employee/personnel who for reasons such as retirement, resignation or termination of

service ceases to be deployed by the Vendor for the purposes of the Project shall be forthwith replaced by the Vendor with a person of similar qualifications, experience and standing acceptable to the Client

8.1.3 Key Personnel. The following Key Personnel shall be deployed by the Vendor for the execution

of the Project, who shall not, in the absence of the Client exercising its authority under Article 8.1.2 be reassigned or replaced, till such time as they have successfully completed their respective assignments/tasks to the satisfaction of the Client:

(i) (ii) (iii) (iv) (v) (vi) (vii)

8.1.4 In addition to the Key Personnel, the other staff stipulated in the Technical Proposal submitted in

response to the RFP will assist the key Personnel in the execution of the Project and shall remain available for the purposes of the Project during the Term.

8.1.5 Nothing in this Article shall create any employer-employee relationship between the Client and

the Vendor or the Vendor‟s employees, agents, consultants and the Client, and the Vendor shall be responsible for payment of all wages, salaries, fees, insurance, taxes, fringe benefits and other financial obligations or expenses (including workers' compensation) applicable to its employees, agents and consultants in accordance with the Laws of Pakistan.



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C. PAYMENTS

ARTICLE 9: CONTRACT PRICE, PAYMENTS, MOBILIZATION ADVANCE & PAYMENT GUARANTEE

9.1 CONTRACT PRICE:

9.1.1 The Contract Price means the Vendor‟s entire remuneration payable by the Client in accordance with the terms of this Agreement totaling an amount of Rs. (_________ only) payable in accordance with Schedules _____ subject to such deductions as may be required pursuant to this Agreement or the Laws of Pakistan.

9.1.2 There shall be no change in the Contract Price or any other rates or prices under this Agreement

as a result of any fluctuation whatsoever in any foreign currency – Pak Rupee parity.

9.1.3 The Contract Price covers all the obligations of the Vendor required to be performed under this Agreement relating to the provision of the Scope of Services and the successful implementation, commissioning and testing, of the Project within the scope of this Agreement and all other obligations ancillary or incidental thereto.

9.1.4 The Vendor shall make full payment of all prices, rents, royalties and other payments due to third

parties so as to ensure that the Client has full and unlimited use of all such inventions, designs, processes, products, devices, equipment, components, software etc. in accordance with the provisions of this Agreement and all such rents, royalties and other payments shall be deemed to be included within the Contract Price.

9.2 PAYMENT METHOD:

9.2.1 The Vendor‟s request for payment shall be made to the Client in writing, accompanied by

Provisional Acceptance Certificate, provisional invoice describing, as appropriate, the system or sub-system (s), delivered, pre-commissioned, installed and operationally accepted, and Project milestones achieved, certification by the Project Consultants and upon fulfillment of other obligations stipulated in this Agreement. All payments will be made in accordance with Schedule _____.

9.2.2 All payments to the Vendor pursuant to this Agreement shall be provisional and subject to such

adjustment as may be necessary till such time as the Vendor has rectified any defects pointed out by the Client and the Final Acceptance Certificate has been issued in accordance with Schedule _____.



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ARTICLE 10: PERFORMANCE GUARANTEE

10.1 Within ten (10) days from the date of the signing of this Agreement, the Vendor shall, at its own cost and expense, obtain and provide to the Client a performance guarantee (“Performance Guarantee”) in an amount equivalent to 10% of the Contract Price. The Performance Guarantee shall be in the form annexed hereto as Schedule _______ and shall remain valid until the Vendor has completed the Project and remedied any defects therein to the satisfaction of the Client. The Performance Guarantee shall be returned to the Vendor within fourteen (14) days from the date of issuance of the Final Acceptance Certificate by the Client.

10.2 The Performance Guarantee shall guarantee the proper and effectual performance of all obligations

assumed by the Vendor pursuant to this Agreement. 10.3 Failure of the Vendor to furnish the Performance Guarantee in accordance with Article 10.1 shall

constitute sufficient grounds for the termination of this Agreement. 2.

ARTICLE 11: TAXES AND DUTIES 11.1 Except as otherwise specifically provided in this Agreement, the Vendor shall bear and pay all taxes,

duties, levies and charges assessed on the Vendor by any Public Sector Entity in connection with the Scope of Services to be rendered by the Vendor pursuant to this Agreement.

11.2 Notwithstanding the foregoing, the Client shall: -

Not be responsible for the Vendor‟s corporate, personal or any other taxes (including, without limitation, super tax, surcharges, etc.) or those of any other employees, servants, agents of the Vendor whether on their income, assets, business, turnover, or any other basis; and Make all applicable lawful deductions and withholdings from amounts due to the Vendor from time to time and furnish to the Vendor a copy of the treasury challans of such deductions and withholdings. If the Vendor is eligible for any tax exemptions allowable under the Laws of Pakistan, those shall be obtained directly by the Vendor from the concerned authorities/agencies.



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D. SUPPLY, INSEPECTION, TESTING AND ACCEPTANCE OF THE PROJECT

ARTICLE 12: DESIGN AND ENGINEERING 12.1 Technical Specifications and Drawings

12.1.1 The Vendor shall execute the basic and detailed design and the implementation activities necessary for successful completion of the Project in compliance with Notice to Proceed (Schedule B) thereof or where not so specified, in accordance with good industry practice.

12.1.2 The Vendor shall be responsible for any discrepancies, errors or omissions in the specifications,

drawings and other technical documents that it has prepared, whether such specifications, drawings and other documents have been approved by the Project Director or not.

12.2 Approval/review of technical documents by Project Director 12.2.1 Refer to the Schedule C for document review process flow

12.2.2 The Vendor shall prepare and furnish to the Project Director the documents with respect to the

Project for review and approval by the Project Director.

12.2.3 Any part of the Project covered by or related to the documents (list of documents in 12.2.10) to be approved by the Project Director shall be executed only after the Project Director‟s approval of these documents has been conveyed in writing to the Vendor.

12.2.4 Sub-Articles 12.2.2 & 12.2.3 shall apply to those documents requiring the Project Director's

approval, but not to those furnished to the Project Director for his review only.

12.2.5 Project Director shall give his approval or otherwise, of any document requiring the Project Director's Approval in accordance with process flow mentioned in Schedule C, within ________ (__) days after its receipt. Project Director shall either return one copy of the document to the Vendor approval endorsed on the document or shall notify the Vendor in writing of his disapproval of the document and the reasons thereof, and the modifications (if any) to the document that the Project Director proposes.

12.2.6 If the Project Director does not accept the document, the Vendor shall modify the document

and resubmit it for the Approval of the Project Director in accordance with Article 12.2.1. If the Project Director approves the document subject to modification(s), the vendor shall be asked to make the required amendments within a specified time, the Vendor shall make the required modifications and the document shall then be deemed to have been approved.

12.2.7 Subject to Article 12.2.5 the procedure set out in Article 12.2.1 shall be repeated, as

appropriate, until the Project Director approves such documents. 12.2.8 The Project Director's Approval, with or without modification of the document furnished by the

Vendor, shall not relieve the Vendor of any responsibility or liability imposed upon it by any provisions of this Agreement except to the extent that any subsequent failure results from modifications required by the Project Director.

12.2.9 The Vendor shall not depart from any approved document issued “with necessary justification”

unless the Vendor has first submitted to the Project Director an amended document and



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obtained the Project Director's approval of the document, pursuant to the provisions of this Article 12.2.1.

12.2.10 The Client will issue the formal Notice to Proceed (NTP) once all the required documents have

been accepted by the Project Director. These documents include, but are not limited to, the following:

Functional Requirements Non Functional Requirements, including performance and security requirements Technical Design Specifications Quality Assurance Plans Network Design Database Design

Detailed explanation of each of the above documents is provided in Schedule I.

ARTICLE 13: PROCUREMENT, DELIVERY AND TRANSPORT:

13.1 The Vendor shall procure, supply, provide, deliver and transport all the items, products and services in

accordance with the Specifications given in the Schedule_______, and Technical Proposal, finally agreed upon as per the detailed design specifications given in the design documents for the successful completion of the Project.

13.2 It shall be the sole responsibility of the Vendor to procure, supply, provide, deliver and transport all the

items, products and services in accordance with the Specifications at the Project Site(s). 13.3 It shall be the responsibility of the Vendor to select the most suitable means of transportation to the

Project Site at its own risk and cost. 13.4 The Vendor shall be required to prevent damage or deterioration during transportation and in case of

damage or deterioration, the Vendor, shall promptly replace the same with the Approval of the Project Director. Any replacement as aforesaid shall not in any way relieve the Vendor from any of its other obligations under this Agreement.

13.5 The Vendor shall complete the formalities for custom clearance and handle all imports (if any) at its own

expense. Provided that if applicable laws or regulations require any application or act to be made or done by or in the name of the Client, the Vendor shall take all necessary steps to comply with such laws or regulations. In the event of delays in customs clearance, the Vendor shall not be entitled to:

(a) any extension in time for the completion of the project; or

(b) any compensation or additional charges which the Vendor may incur as a result of the delay

13.6 The Vendor shall provide the Scope of Services specified in this Agreement in accordance with the

highest standards of professional competence and integrity.

ARTICLE 14: ACCEPTANCE TESTING 14.1 General: The acceptance testing will include Integration Testing and System Integration Testing, both of

which will be carried out by the Vendor using test cases prepared by the Vendor. These test cases shall require Approval of the Client, prior to the issuance of the NTP, and before any software development work is started. The results of this testing will be provided to the Client. Once accepted as being successful, the Client will then carry out User Acceptance Testing using test cases that will have been approved by the Client and provided to the Vendor. Other testing will include Security Acceptance



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Testing, Performance and Capacity Testing, and Penetration and Vulnerability Testing. Finally, Operational Acceptance Testing that will determine the acceptability of the operational procedures such as the Disaster Recovery, Deployment, Roll Back etc., will be carried out. All test details will be finalized jointly between the Client and the Vendor prior to the issuance of the Notice to Proceed by the Vendor.

14.2 The Client shall issue Provisional Acceptance Certificates at each stage of satisfactory completion of the

cycle of testing and the Final Acceptance Certificate shall be issued once the entire set of tests has been run successfully and to the satisfaction of the Client in accordance with this Agreement.

14.3 As soon as any part or component of the Project has in the opinion of the Vendor, been completed and is

ready for inspection and testing for Acceptance in accordance with the specifications as detailed in the schedule_____ Technical Proposals and RFP and approved design documents, the Vendor shall so notify the Client in writing.

14.4 The Project Director shall, within ______ (__) days after receipt of the Vendor‟s notice under Article 14.2

initiate the carrying out of the relevant Acceptance tests at the place and time stipulated in the Vendor‟s notice or such other time and place as the parties may mutually agree. Upon completion of the test in question, the Client shall either issue a Provisional Acceptance Certificate in the form specified in the schedule, stating that the part or component in question has provisionally passed the prescribed test or notify the Vendor in writing of any defects and/or deficiencies. The Vendor shall use all reasonable endeavors to promptly remedy any defect and/or deficiencies that the Project Director has notified to the Vendor. The Vendor shall then promptly carry out re-testing of such part or component of the Project and after rectifying the defect or deficiencies, the Vendor shall again notify the Client in writing in accordance with Article 14.3. The procedure set out above shall be repeated, as necessary, until a Provisional Acceptance Certificate is issued. All costs pertaining to testing and any re-testing shall be borne by the Vendor and be deemed to be included in the Contract Price.

14.5 The Client shall be entitled to assign a supervisory role to the project consultants with respect to the

testing being carried out on behalf of the Client. The results of such tests will subsequently be verified by the Client and the provisional acceptance certificate, or the final acceptance certificate, as the case may be, will be issued only when the Project Consultants have given their formal acceptance to the Client.

14.6 Detailed Acceptance and Testing Criteria is attached as Schedule _______.



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ARTICLE 15: INSPECTIONS 15.1 The Client or its representative shall have the right to inspect at any stage the items, components, parts,

equipment etc. intended to be incorporated into the Project by the Vendor and/or visit the Project Site(s) in order to determine that all or any of the aforesaid relating to the Project, are in accordance with the specifications in the Schedule.

15.2 The Project Director may require the Vendor at any time during the currency of this Agreement to-carry

out any inspection and/or test not specified in this Agreement. If such inspection and/or test impedes the progress of work on the Project and/or the Vendor's performance of its other obligations under this Agreement, due allowance will be made in respect of the time for achieving completion of the Project.

15.3 Final Acceptance Certificate will be issued once the system has been tested in line with the Acceptance

and Testing Criteria mentioned in Section 15.6



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E. INTELLECTUAL PROPERTY

ARTICLE 16: INTELLECTUAL PROPERTY 16.1 Copyright

16.1.1 The Intellectual Property Rights in respect of all Off the Shelf Software, including operating systems, network software, office automation products, database management systems, and other such software shall remain vested in the respective legal owners of such copyrights. All intellectual property rights in respect of application software developed by the vendor for this Project shall be vested with the Government of Pakistan.

16.1.2 The Client‟s contractual rights to use the Standard Software or components of the Standard

Software may not be assigned, licensed, or otherwise transferred voluntarily without the written consent of the Client.

16.1.3 The Intellectual Property Rights of the Application Software developed by the Vendor against the

specific requirements agreed between the two parties shall rest with the Client. Source code of all such software shall be provided by the Vendor to the Client for unrestricted use. The Client shall be able to legally deploy such software on any number of platforms / systems without recourse of any sort to the Vendor, apart from such technical support as may be deemed necessary by the Client. The Vendor shall provide such support on mutually determined rates.

16.1.4 The vendor will ensure that the source code provided to the Client is kept safe while it is in its

possession and is not breached.

16.1.5 The Vendor shall do and execute or arrange for the doing and executing of, each necessary act,

document and thing that the Client may consider necessary or desirable to perfect the right, title and interest of the Client in the use of standard Software and the Vendor shall ensure that the holder of any right in such an item product and service does not assert it and the Vendor shall, if requested to do so by the Client and where permitted by applicable law, ensure that the holder of such a right waives it.

16.2 Intellectual Property Rights Warranty

The Vendor hereby represents and warrants that all items, products and services, which shall be used for the completion of the Project do not and will not infringe any Intellectual Property Rights held by any third party and that it has all necessary rights, or at its sole expense shall have secured in writing all transfers of rights and other consents necessary to make the assignments, licenses and other transfers of Intellectual Property Rights and the warranties, to the Client to own or exercise all Intellectual Property Rights as provided in this Agreement. Without limitation, the Vendor shall secure all necessary written agreements, consents and transfers of rights from its employees and other persons or entities whose services are used for completion and development of the Project

16.3 Indemnification for Intellectual Property

16.3.1 The Vendor shall protect, indemnify and defend the Client; its officers, members, directors, employees, agents, sub-Vendors and consultants, and the latter' two's respective officers, members, directors, employees and agents, against, and hold each of the foregoing harmless from, at all times after the date hereof, any and all claims, demands, proceedings/ costs, charges and Losses incurred, suffered, sustained or required to be paid by, or sought to be imposed upon any of such aforesaid persons/entities, arising directly or indirectly out of any breach or



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infringement of patent rights, copyrights, designs, trademarks or names or other protected rights in respect of any and all inventions, designs, processes, products, advices or any other thing used, employed, supplied by the Vendor or installed on its advice in the performance of its Scope of Services or the Project in accordance with this Agreement.

16.3.2 If any proceedings are brought or any claim is made against the Client, arising out of the matters

referred to in Article 16.3, the Client shall promptly give the Vendor notice of such proceedings or claims, and the Vendor shall at its own cost and expense and in the Client‟s name conduct such proceedings or claim and any negotiations for the settlement of any such proceedings or claim.

16.3.3 If the Vendor fails to notify the Client within __________ (__) days after receipt of such notice that

it intends to conduct any such proceedings or claim, then the Client shall be free to conduct the same on its own behalf. Unless the Vendor has so failed to notify the Client within the ___________ (___) day period, the Client shall make no admission that may be prejudicial to the defense of any such proceedings or claim. The Client shall, at the request of the Vendor, afford all available assistance to the Vendor in conducting such proceedings or claim, and shall be reimbursed by the Vendor for all reasonable expenses incurred in so doing.

16.3.4 Survival: The provisions of Article 16.3 shall survive till the termination of this Agreement

ARTICLE 17: SOFTWARE LICENSE AGREEMENTS:

17.1 Except to the extent that the Intellectual Property Rights in the Software vest in the Client, the Vendor

hereby grants to the Client license to access and use the Software, including all inventions, designs and marks embodied in the Software developed or provided for the purposed of this Project. (a) Such license to access and use the Software shall be:

i. non-exclusive; ii. irrevocable;

iii. valid throughout Pakistan and such other territory where any of the Sites (present and

future) are situated

(b) Such license to access and use the Software shall permit the Software to be: i. used or copied for use of the Project ii. used or copied for use in additional sites / locations or additional regional passport / visa

issuance offices not explicitly mentioned in the Scope of Services attached in Schedule A iii. used or copied for use for the Project if the system or any of its components are replaced; iv. if the nature of the System is such as to permit such access, accessed from other

computers connected to the primary and/or backup computer(s) by means of a local or wide area network or similar arrangement, and used on or copied for use on those other computers to the extent necessary to that access;

v. reproduced for safekeeping or backup purposes; vi. modified, adapted, or combined with other software for use by the Client provided that

derivative software incorporating any substantial part of the delivered, restricted Software shall be subject to the same restrictions as are set forth in this Contract;



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17.2 The Vendor shall indemnify the Client against any issues that may arise because of the Vendor making

use of pirated or illegally acquired system or application software, whether or not such software is used directly for the purposes of the Project or software provided to the Client or it was used to develop such application software in the Vendor‟s premises.

ARTICLE 18: TRANSFER OF RIGHTS

18.1 Upon the issuance of the Final Acceptance Certificate by the Client to the Vendor, the Client shall have

the complete and exclusive ownership (including all right, title and interest, whether copyright or any other, as applicable) of each component of the Project including such items as are designed, developed, made, or created by the Vendor specifically for the Client pursuant to this Agreement including any written Deliverables, etc.

18.2 Notwithstanding anything to the contrary contained in this Agreement, the Vendor shall in all respects

retain the rights of ownership in respect of all equipment that it has supplied and installed whether or not it is operated by the Client; till such time that the Client issues the Final Acceptance Certificate in accordance with this agreement.



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F. SUB CONTRACTING

ARTICLE 19: SUB CONTRACTING 19.1 Except for the work packages listed in Schedule _____, the Vendor shall be entitled to enter into sub-

contracts relating to the performance of its obligations pursuant to this Agreement. 19.2 Any subcontracting arrangement shall not relieve the Vendor from any liability or obligation whatsoever

under this Agreement and the Vendor shall always remain fully responsible for the acts, defaults, omissions and neglects of any contractors, subcontractors, assignees, their employees, agents or any other personnel, as the case may be, acting on their behalf.

19.3 Nothing in this Agreement shall create any contractual relationship between the Client and any sub-

contractor or other person having a direct contract with the Vendor nor shall it create any obligation on the part of the Client to pay or to see to the payment of any moneys due to any sub-contractor or other person as aforesaid.

19.4 The Vendor shall be fully responsible for all acts and omissions of the Sub Contractors and of persons

directly / indirectly employed by them and of or persons and entities for whose acts any of them may be liable to the same extent that it (the Vendor) is responsible for the acts and omissions of persons directly employed by it.



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G. RISK DISTRIBUTION

ARTICLE 20: DEFECT LIABILITY 20.1 The Vendor warrants that for a period of two (2) years from the date of issuance of the Final Acceptance

Certificate by the Client the Project including all information, design, materials and other items, components, equipment etc. supplied and the Scope of Services provided, shall be free from defects in the design, engineering, materials and workmanship that prevent the Project and/or any of its components from fulfilling the Technical Requirements or that limit the performance or reliability of the Project and/or its components.

20.2 The Vendor also warrants that the items, products, software, hardware, firmware and other equipment

supplied under this Agreement are new, unused, and are incorporated with all recent improvements in design that affect the Project‟s ability to fulfill the Technical Requirements.

20.3 If during the Warranty Period any defect should be found in the design, engineering, materials,

workmanship or any equipment etc. supplied or of the Scope of Services provided by the Vendor, it shall promptly, in consultation and agreement with the Client regarding appropriate remedying of the defects, and at its sole cost, repair, replace or otherwise make good (as the Client shall, at its discretion, determine) such defect as well as any damage to the Project caused by such defect.

20.4 The Vendor shall not be responsible for the repair, replacement or making good of any defect or of any

damage to the Project arising out of or resulting from any of the following causes:

i. improper operation or maintenance of the Project by the Client;

ii. normal wear and tear;

iii. use of the Project with items not supplied by the Vendor, unless otherwise identified in the Technical Proposal, or approved by the Vendor; or

iv. modifications made to the Project by the Client, or a third party, not approved by the Vendor 20.5 The Client shall give the Vendor a notice promptly following the discovery of such defect, stating the

nature of any such defect together with all available evidence. The Client shall afford all reasonable opportunity to the Vendor to inspect any such defect. The Client shall afford the Vendor all necessary access to the Project and the Site to enable the Vendor to perform its obligations under Article 20.

20.6 The Vendor may, with the consent of the Client, remove from the Site any item, product, component or

part etc. that is defective, if the nature of the defect, and/or any damage to the Project caused by the defect, is such that repairs cannot be expeditiously carried out at the Site. If the replacement of the equipment taken out or making good is of such a character that it may affect the efficiency of the Project, the Client may give the Vendor notice requiring that tests of the defective part be made by the Vendor immediately upon completion of such remedial work, whereupon the Vendor shall carry out such tests. If such part fails the tests, the Vendor shall carry out further repair, replacement or making good (as the case may be) until that defective item passes tests as agreed upon by the Client and the Vendor.

20.7 If the Vendor fails to commence the work necessary to remedy such defect or any damage to the Project

caused by such defect within the time period specified in the notice, the Client may, following notice to the Vendor, proceed to do such work or contract a third party (or parties) to do such work, and all the costs



57

incurred by the Client in connection with such work shall be paid by the Vendor to the Client or may be deducted by the Client form any monies due to the Vendor or claimed under the Performance Guarantee.

20.8 If the Project is not operational, or ceases to be operational, by reason of such defect and/or making good

of such defect, the Warranty Period shall be extended by a period equal to the period during which the Project could not be used by the Client because of such defect and/or making good of such defect.

20.9 Items substituted for defective component/ equipment of the Project during the Warranty Period shall be

covered by the Defect Liability Warranty for the remainder of the Warranty Period applicable for the component/ equipment replaced, or ___ (__) months, whichever is greater.

20.10 At the request of the Client and without prejudice to any other rights and remedies that the Client may

have against the Vendor under this Agreement, the Vendor will offer all possible assistance to the Client to seek warranty services or remedial action from any subcontracted third party producers or licensor of any part or component included in the Project, including without limitation assignment or transfer in favor of the Client of the benefit of any warranties given by such producers or licensors to the Vendor .

20.11 The Vendor shall be held responsible for the Project until the date of issuance of Final Acceptance

Certificate, and shall make good at its own cost any loss or damage that may occur to the Project during such period, excepting such loss or damage arising from acts or omissions of the Client, its employees or officers. The Vendor shall also be responsible for any loss or damage to the Project in the course of any work carried out.

ARTICLE 21: INDEMNIFICATION

21.1 Indemnification by the Vendor

The Vendor shall indemnify and defend the Client‟s officers, members, directors, employees, agents and consultants, and the latter two's respective officers, members, directors, employees, harmless from, at all times after the date hereof, any and all Losses incurred, suffered, sustained or required to be paid by, or sought to be imposed upon any of such persons/entities, (i) for personal injury or death to persons or damage to property arising out of any negligent or intentional act or omission by the Vendor or its officers, agents or employees in connection with this Agreement or (ii) arising out of or in connection with the performance of its obligations under this Agreement.

21.1.1 Survival: The provisions of this Article 22 shall survive two (2) years after the termination or

expiry, as the case may be, of this Agreement.

21.1.2 Indemnification for Fines and Penalties: Any fines or other penalties incurred by the Vendor for non-compliance with any Laws of Pakistan shall not be reimbursed by the Client but shall be the sole responsibility of the Vendor.

ARTICLE 22: FORCE MAJEURE EVENT

22.1 Definition:

22.1.1 "Force Majeure Event" shall mean any event or circumstance or combination of events or circumstances that is beyond the control of a Party and that on or after the date of signing of this Agreement, materially and adversely affects the performance by that Party of its obligations or the enjoyment by that Party of its rights under or pursuant to this Agreement; provided, however, that any such event or circumstance or combination of events or circumstances shall not constitute a "Force Majeure Event" within the meaning of this Article 23.1 to the extent that such material and adverse effect could have been prevented, overcome, or remedied in whole or in part by the



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affected Party through the exercise of due diligence and reasonable care, it being understood and agreed that reasonable care includes acts and activities to protect the Project from a casualty or other reasonably foreseeable event, which acts or activities are reasonable in light of the likelihood of such event, the probable effect of such event if it should occur and the likely efficacy of the protection measures. "Force Majeure Events" hereunder shall include each of the following events and circumstances that occur inside or directly involve Pakistan, but only to the extent that each satisfies the above requirements: -

22.1.2 Any act of war (whether declared or undeclared), invasion, armed conflict or act of foreign enemy,

blockade, embargo, revolution, riot, insurrection, civil commotion, act or campaign of terrorism, or sabotage;

22.1.3 Strikes, works to rule or go-slows that are widespread or nationwide;

22.1.4 Change in Laws of Pakistan; and 22.1.5 Other events beyond the reasonable control of the affected Party, including, but not limited to,

uncontrollable events, namely, lightning, earthquake, flood, storm, cyclone, typhoon, or tornado, epidemic or plague, radioactive contamination or ionizing radiation.

22.1.6 Dissolution of NATIONAL INFORMATION TECHNOLOGY BOARD, Ministry of IT by Government

Order with no nomination of agency/department to take over the responsibilities set out in this agreement on behalf of NITB.

22.1.7 Notwithstanding the foregoing Force Majeure Events shall expressly not include the following

conditions, except and to the extent that they result directly from a Force Majeure Event:

i. Late delivery of machinery, equipment, materials, hardware, spare parts or consumables for the Project;

ii. A delay in the performance of its obligations by the Vendor; and

iii. Normal wear and tear or random flaws in materials and equipment or breakdowns in

equipment.

22.1.8 Effect of Force Majeure: Neither Party shall be liable to the other for failure to perform any of its obligations pursuant to this Agreement in the event that its performance is prevented or hindered by a Force Majeure Event.

22.2 Duty to Mitigate

22.2.1 The affected Party shall use all efforts to mitigate the effects of a Force Majeure Event, including,

but not limited to, the payment of all such sums of money by or on behalf of the affected Party, which sums are reasonable in light of the likely efficacy of the mitigation measures.

22.3 Termination as a result of Force Majeure Event

22.3.1 Should a Force Majeure Event persist for a continuous period of Thirty (30) Days or should a Force Majeure Event, together with other Force Majeure Events originating from the same or related circumstances and which have occurred in the preceding one hundred twenty Days, have persisted for an aggregate of Sixty Days, then either Party may, upon giving the other a fifteen (15) Day notice, terminate this Agreement and upon expiry of the aforesaid fifteen (15) Day



59

period, this Agreement shall stand terminated, unless the Force Majeure Event has by or before the expiry of the said fifteen (15) Day period ceased to exist.

22.3.2 Termination of this Agreement as aforesaid shall become effective without prejudice to the

respective rights and obligations already accrued to the Parties prior to such termination under the terms and conditions of this Agreement.

22.4 In case of termination of this Agreement, the Client and/or the Vendor as the case may be, shall present a

detailed account of their respective claims to make possible negotiations for a settlement and, in case of a dispute; the same shall be referred to arbitration in accordance with this Agreement.

22.5 Notwithstanding the foregoing, the Parties may also agree on further implementation of this Agreement

and the necessary arrangements therefore subject to the mutual agreement of the Parties.



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ARTICLE 23: CONFIDENTIALITY

23.1 The Vendor and its personnel, consultants, agents, or any other person acting for and/or on behalf of the Vendor shall hold in confidence all documents and other information and data, whether technical or commercial, supplied to it by or on behalf of the Client or coming into its knowledge which relates to the scope, terms, conditions and implementation of this Agreement and the Project.

23.2 Neither Party, nor any officer, employee, consultant or agent of either Party, shall, except as required by

Laws of Pakistan or appropriate regulatory authorities, publish or otherwise disclose any documents or information declared or deemed confidential under this Agreement or use any such documents or information for its own purposes other than as may be required to perform a Party's obligations under this Agreement.

23.3 The Vendor while seeking confidential treatment for a document or any other information or thing shall so

indicate by marking the same as "confidential". 23.4 Neither Party shall disclose the other's confidential information to other parties without the prior written

consent of the other. The Client or Vendor may impose conditions at its discretion while granting any consent as aforesaid.

23.5 Both parties agree to inform their respective employees, personnel, consultants, agents, or any other

related person of their obligations under this Article and bind them to the same so that they are effectively met.

23.6 Exceptions: The foregoing clauses 25.1 to 25.5 shall not apply to any:

i. information in the public domain otherwise than by breach of this Agreement; and

ii. information already lawfully in the possession of the receiving Party prior to receipt of the information from the other Party, which was not obtained under any obligation of confidentiality

23.7 The provisions of this Article 25 shall survive the termination or expiry of this Agreement.

i.

ARTICLE 24: TERMINATION AND ITS CONSEQUENCES 24.1 Each of the following events shall be events, which if not cured within the time period permitted (if any) to

cure, shall give rise to the right on part of the Client to terminate this Agreement provided, however, that no such event shall be an event of default (i) if it results from a breach by the Client of the terms and conditions of this Agreement, or (ii) if it is excused pursuant to Article 23 as a result of a Force Majeure Event:

a Failure of the Vendor to commence performance of its obligations under this Agreement within

ten (10) days of its becoming Effective. b The abandonment by the Vendor of any of its obligations in terms of this Agreement for more

than ten (10) consecutive Days; c The assigning of part or all of the Scope of Services by the Vendor to any other Person or entity

without prior consent of the Client; d Misrepresentations. Any statement, representation, covenant or warranty made by the Vendor

herein or in its proposal/bid vide __________dated __________submitted in response to the



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RFP, proving to have been materially incorrect when made or when deemed to have been made; and

e Breach. Any other breach of the Agreement by the Vendor that is not remedied within thirty (30)

Days of notice from the Client that states that a breach of the Agreement has occurred identifying the breach in question in reasonable detail, and demanding remedy thereof.

24.2 Notice of Termination: Upon occurrence of an Event of Default, that is not cured within the applicable

period (if any) for cure, the Client may, at its option, initiate termination of this Agreement by delivering a written notice ("Notice of Intent to Terminate") of its intent to terminate this Agreement to the Vendor. The Notice of Intent to Terminate shall specify in reasonable detail the Event of Default or the Force Majeure Event, as the case may be, giving rise to the Notice of Intent to Terminate.

24.3 Consultation: Cure. Following the giving of a Notice of Intent to Terminate, the Parties shall consult for a

period of up to thirty (30) Days, or for such longer period as the Parties may mutually agree, as to what steps shall be taken with a view to mitigating the consequences of' the relevant event taking into account all prevailing circumstances. During the period following delivery of the Notice of Intent to Terminate, the Vendor may continue to undertake efforts to cure the default, and if the default is so cured at any time prior to the delivery of a Termination Notice in accordance with Article 27.4, then the Client shall have no right to terminate this Agreement in respect of such cured default subject, however, to compensation for Loss.

24.4 Termination Notice: Upon expiration of the aforesaid consultation period and unless the Parties shall

have otherwise agreed or unless the Event of Default giving rise to the Notice of Intent to Terminate shall have been remedied/cured and compensation paid or modalities of payment agreed therefore as aforesaid, the Client may terminate this Agreement by delivering a Termination Notice to the Vendor, whereupon this Agreement shall immediately terminate.

24.5 Other Remedies: The exercise of the right to terminate this Agreement, as provided herein does not

preclude the Client from exercising other remedies that are provided herein or are available in law. Remedies are cumulative, and the exercise of, or failure to exercise, one or more of them shall not limit or preclude the exercise of, or constitute a waiver of, other remedies.

IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first above written. . For and on behalf of Client For and on behalf of Vendor Signature:_______________ Signature:____________________ Name:___________________ Name:_______________________ Designation:______________ Designation:___________________ Place of Signature Place of Signature 1. Witness: 1. Witness: Signature Signature Name: Name:



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NIC No. NIC No. 2. Witness: 2. Witness: Signature Signature Name: Name: NIC No. NIC No.



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H. SCHEDULE - A

Scope of Service

The following items are an extract from the Request for Proposal (RFP) issued to < Name of Vendor > on < date >. More details on each section can be found in the relevant section of the RFP. Scope service will be taken as part of scope or work earlier defined in the RFP.

Technical Requirements

The sections below provide detailed listings of the various technical requirements.

Functional Requirements

Listed below are the functional requirements for the < enter service users here >. This is not meant to depict the sequence of the workflow but is meant to ensure that all the requirements are met by the Vendor. The system proposed shall provide for:

1. Requirement analysis, Design, development and Implementation of LOT-1 & LOT-2 applications as listed in scope of work at page 4 of this RFP.

2. Training Manuals, Usage Manuals and other documentation for LOT-3 software.

a. Quality control: 1. of all the above software modules.

b. Administrative controls:

1. All personnel authorized to use the system shall be logged in to an administrative database. 2. All system functions shall be specifically assigned to authorize personnel only. 3. Only the persons designated as system administrators shall add or delete personnel from the

administrative database. 4. Only the persons designated for this purpose shall change the permissions to access system functions. 5. All system sign-on by authorized personnel for < process > shall ensure the identity of the person signing

on. Passwords alone are not sufficient. 6. Each system log on, all system actions performed and system log off shall be recorded in a system log

showing time, date, and identity of the person performing the actions. 7. For Feature list of functional requirements regarding software modules other than Phase-I and Phase-II,

SRS developed by NITB may be consulted.

c. Verification functions: d. Removal of duplication (if any) among Phase-I, Phase-II and new modules requirements during Requirement

Analysis.

e. Online Recruitment System Integration:

1. Interoperability with the existing and in use system. 2. All hardware / software including connectivity to be used at the Client‟s end for this integration will be

provided by the Vendor.

f. Administrative reports: 1. Regular reporting capabilities for total passports issued by day, week, month and year for the system as a

whole and each separate issuing location.



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2. Ad hoc reporting capabilities for total application records processed by an authorized user by day, week, month, and year.

Global Requirements

There are some requirements of the new system that are of a global nature; that is, they apply to the system as a whole. The Vendor's proposed system shall conform to the following requirements: a. At the time of implementation of the proposed system, the existing Client databases/data shall be loaded into

the new system database. b. A work flow management capability shall be provided. c. An inventory control capability shall be provided to control all consumables. (for LOT-2) d. If applicable, All workstation and peripheral equipment supplied by the Vendor shall be provided with physical

restraints to prevent unauthorized movement or removal. All software supplied by the contractor shall be secured to prevent unauthorized copying or removal from the system.

Performance Requirements

a. Till the end of the Warranty period, as upgrades are announced for any Commercial-Off-The-Shelf (COTS) software included in the proposed system, the Vendor shall carefully review the upgrade and report to the Client on the potential benefits and risks associated with the upgrade. After this review, the Vendor shall apply the upgrade if so directed by Client.

b. The central database shall have high availability so as to ensure that downtime is in accordance with the application requirements.

c. If applicable, All servers shall include the capability for automatic data backup at the end of each processing day.

d. The Vendor shall agree with the Client on the maximum response time that is acceptable when the “Enter”

key is hit and the screen changes to display the next set of information. These times shall form the basis for the performance tests that will be carried out to determine the performance of the overall system. The agreement on the response times will be formally signed off before the Notice to Proceed is given to the Vendor.

e. The Vendor would make sure that if it desires to terminate the networking services, at any time during or at

the end of the contract, at least a six months prior notice would be given to the client and it would also make all necessary arrangements to switch the network to an alternate Telco carrier. The vendor would arrange at its own cost, the required communication circuits for the network from the new Telco carrier. The vendor shall not shut off its communication services unless the system gets shifted to the new network and becomes fully operational.

f. If applicable, If due to any reason the vendor provided communication network is down, it shall be the

responsibility of the vendor to arrange alternate communication links for the Network within 2 hours at its own cost, if the problem is not resolved during that time.



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Security Requirements

a. Make security recommendations to Client. b. Provide for computer, network, and system security. c. Ensure that computer equipment, if provided by vendor, is electronically secured. d. Ensure that no software can be copied without authorization e. Ensure that documents, forms, and consumables are inventoried and securely stored. f. Provide centralized security management system at the control center and ensure that all the information

entering into the FPSC network gets scanned through this security system.

Bills of Material

The Vendor shall prepare and include in the Requirements Documents, a BOM for each subsystem of the system/Module. This is to include all documentation, such as operating manuals, software licenses, networking components, office furnishings, physical security improvements, supplies, and any necessary parts. The BOM listing should provide the specifications for each type of equipment and software that makes up the technical bid. The Vendor shall prepare a technical Bill of Materials (BOM) like the sample shown below to detail the hardware, software, and communications equipment, and any other physical security item, or piece of office equipment being proposed. Each logical grouping of equipment proposed by the Vendor shall have its own BOM. The item numbers must be unique to a specific piece of equipment. If a specific piece of equipment is used in more than one BOM, it must retain the item number from the BOM where the item first appears. In this case, a shortened description when an item appears in more than one BOM can be used as long as the first description is complete. The following BOM is an example only. Each column as specified below must be filled in.



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Item No. Description / Specification Model Manufacturer Quantity

1 Color ink jet printer with: 6 MB memory;

10/100 Ethernet interface; 720 dpi

resolution; separate ink cartridges for

cyan, magenta, yellow, and black; integral

laminator

Xxxx Xxxx 5

2 Pentium IV, 900 MHz with: 256 MB ram; 40 GB hard drive; STB Velocity 128 graphics card; 17 inch color display; 101 key keyboard

Yyyy Yyyy 3

* * * * *

* * * * *

* * * * *

* * * * *

* * * * *

8 Uninterruptible power supply with: 500

watt capability; USB port connection

aaaa Aaaa 3

This BOM will be used as the master database of all hardware equipment that is to be delivered as part of the contract.

Transfer of Technology

The Vendor shall, in addition to use the client‟s technical resources in the project development cycle, propose their concept of Transfer of Technology which will enable the Client to develop capability and capacity to install the application software (data capture, personalization and issuance software) at any additional site that it desires to set up in the future.

Acceptance and Testing Requirements

In an attempt to uncover risks early, the Vendor shall be monitored during implementation to ensure that a comprehensive solution and fully functional system is delivered. Primarily, the correctness of the delivered products against system and software requirements will be verified. An in-depth technical visibility into the quality and progress of each installation will be carried out by the Client. Client users will be provided with an incremental preview of the systems performance with a chance to make adjustments as the implementation is carried out. Overall, the Client will verify that the system delivered is the same as the system requested and proposed. Specifically, the Client will monitor, verify, and validate the Vendor's system. To accomplish this, the Vendor shall describe how these acceptances and testing requirements will be met: a. Test Planning (Component, Integration, System, and Acceptance); b. Test Execution (design, case generation, procedures, execution); c. Master Scheduling; d. Baseline and Change Controls; e. Traceability (analysis and verification);



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f. Software Interfaces (analysis and testing); g. Installation Configuration Audit; h. Operation and Maintenance (anomaly evaluation, change assessment); i. Reporting.

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I. SCHEDULE - B

Notice To Proceed (NTP) Mechanism

The Notice to Proceed will be given to the vendor only after (a) the requirements documents (both functional and non-functional) have been signed off, and (b) subsequently the technical design documents against these requirements have been mutually agreed and signed off by both parties. The vendor is expected to study the System requirements of FPSC in detail. This activity would result in the vendor producing the requirements documents and presenting these to the Client. Once the Client has agreed to these requirements, the two parties will sign off on these. Subsequent changes to these requirements will then be carried out through a formal change management process. The vendor is then expected to work on the “how” part of the requirements and provide the Technical Design documentation. Only after the Technical Design has been accepted by the Client will the NTP be given to the Vendor. The NTP allows the Vendor to go ahead with the development of the system, procurement of the hardware and installation of the same.

Overall Functional Requirements

- Database Functional Specifications

- Network Functional Specifications

- System and Network Security Functional Specifications

Requirement Gathering

Functional

Requirements

Non-functional

Requirements

Accepted

No

Technical Design

- Sub-system technical design

- Database technical design

- Network technical design

- System and Network Security technical design

Yes

Accepted

Notice to Proceed

(NTP)

Yes

No

Accepted

No

Yes

Supporting Plans Formulation

- Employees Training Plan

- Quality Assurance Plan

- Contingency Plan and Procedure

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Functional Requirements

Methodology

The vendor is expected to follow the Unified Modelling Language (UML) standard for capturing and depicting all the requirements in the requirement gathering phase.

Overall Functional Requirements

The main objective of this document is to detail the functional specifications for the overall passport and visa issuance system after extracting them from the requirements as understood by the turnkey vendor. The document should have the following artifacts: End to Issuance Process Flow Sub-system Process Flow

- Token Issuance System - Data Capturing System - Personalization System - Inventory Management System

Sub-system Use Cases Sub-system Use Case Diagrams Sub-system Activity Diagrams Wire frames of each sub-system for all Graphical User Interfaces (GUI) Database requirements Network requirements System and network security requirements

Database Functional Specifications

The functional specifications of the proposed database should have the following artifacts: Use Cases Use Case Diagrams Activity Diagrams Performance parameters Dependency analysis List of all reports and their layouts

Network Functional Specifications

The functional specifications of the network should have the following artifacts: High Level Design Performance parameters Performance tuning use cases Performance tuning use case diagrams Dependency chart

System and Network Security Functional Specifications

Once the functional specifications of database and network are completed, work should be initiated on making systems / data secure. The specifications of System and Network Security should have the following artifacts: Use Case Diagrams Activity Diagrams List of all security hazards Security policies, procedures, and parameters Wire frames for all the Graphical User Interfaces (GUI)

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Performance Requirements

The Vendor will agree with the Client, prior to the issuance of the Notice to Proceed, on the response times that are acceptable to the Client. Response times include, but are not limited to the following: Time taken: For the list of matches / hits returned back to the user workstation by the FPSC system once the “Enter” key

has been hit by the user. This key is the one that initiates the transfer of biometrics data to the search engine. For the next screen to appear so that the data entry operator is able to enter more data in case the data entry

requires multiple screens For the replication of the daily workload to be successful across all the three regional database servers. For the online queries to generate the reports and for these reports to appear completely on the workstation

screen, once the “Enter” key that initiates the reporting has been hit. For the personalization printing to start once the “Enter” key has been hit to initiate that particular action. For the load from one Production Facility to be shifted to another Production Facility in case there is a total

breakdown in one Facility. This time includes the time to change the configuration files, modify the network settings, etc.

Technical Design

Sub System Technical Design

The requirements of each sub system described in the Section above will need to be translated into technical design documents. The UML methodology will be followed when producing these documents which will contain, at a minimum: Sequence Diagrams Class Diagrams In addition to the technical design documents for the software sub systems given above, the following documents would be required:

Database Technical Design

The technical design would cover the detailed implementations of the specification and have the following artifacts: Overall Database Model (including all the server, client placement and overall Architecture) Entity Relationship Diagram Logical Data Model Data Flow Diagram Software Design Document (including background processes) Software Screens Replication Model Data Upload Model Security Model (including User Access Rights) Backup and Recovery Plan Disaster Recovery Plan System specifications including details on the Relational Database Management System proposed

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Network Technical Design

If applicable, the technical design would cover the detailed implementations of the specification and have the following artifacts: System Sequence Diagrams Network topology and architecture Network Model including hardware specifications

System and Network Security Technical Design

The technical design would cover the detailed implementations of the specification and have the following artifacts: System Sequence Diagrams Security Model

Non Functional Requirements

The requirements that are nonfunctional in the sense that they are complementing the Passport / Visa Issuance System also need to be captured and agreed. The Vendor is expected to prepare the following documents:

Employees Training Plan

The main objective of this document is to outline the Training Plan as proposed by the Vendor. The document should have a correlation with the proposed System and address the following areas: Different System specific training Broad outline of the respective training modules including:

- Course Objectives - Course Duration - Timeframe - Evaluation Criteria

Quality Assurance Plan

The purpose of this document is to understand how the vendor intends to instil quality in the overall software development and implementation. The document should have the following artifacts: Listing of all Testable Requirements Requirement Review Plan High Level Design and Mapping with respective requirements Design Review Plan Integration Testing and System Integration Testing

Contingency Plan and Procedure

The purpose of this document is to understand how the Vendor proposes to cater for contingencies that may arise during the course of normal operation of the system. This plan should address issues such as: Total failure of a particular site Breakdown of communication links between sites Failure of data capturing equipment at the intake section Or any other likely contingency anticipated by the vendor

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J. SCHEDULE - C

Review Process

Review Process Observations No

Yes

Project Reports/

Plans/NTP

Document

Received

Feedback to

Vendors

Document

Accepted

Document StoredDocument Stored

Final Version

Version Control

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K. SCHEDULE - D (WORK PACKAGES THAT CANNOT BE SUB CONTRACTED)

The following work packages within the overall project cannot be sub contracted by the Vendor and must be performed by full time staff of the Vendor. Overall Program Management Overall Quality Assurance Development of Personalization Software. However procurement of an established off the shelf

personalization software package shall be allowed Wide Area Networking System Integration Testing of the various components of the Project

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L. SCHEDULE - E SELECTION CRITERIA FOR RO’s AND TECHNICAL EVALUATION COMMITTE

E1. Selection criteria - PRE-QUALIFICATION (MANDATORY CLAUSES)

Below is the minimum criterion for pre- qualification of the interested firms. These are all mandatory

clauses and failing compliance will result to non-qualification. Please provide valid documentary

evidence against each item. NITB reserve the right to check the authenticity of any submitted

document.

i. Copy of registration certificate of their organization (Prior to 2011), the Income Tax and Sales

Tax Registration Certificate.

ii. Company should be ISO 9001 or ISO27001 or CMMI (level ii) or Tech IT certified.

iii. The company should have verifiable presence / office minimum in in Islamabad.

iv. Audited financial statements to demonstrate that Bidder had an annual turnover of over PKR 10

million or equivalent in past consecutive three (02) financial years.

v. Documentary evidence that interested bidders are in “Software Development and

Implementation business” for minimum 3 years.

vi. Documentary evidence (in the shape of Purchase Order/Contract or Letter of completion for

minimum 2 public sector organizations) of providing “Software Development and

Implementation services” in Public organizations of Pakistan. It should clearly show the whole

development process from Requirement Analysis to Support.

vii. Documentary evidence in the shape of Purchase Order, Contract or Letter of completion or

Reference letter quoting customer contact details to verify the project regarding Development

and Implementation of Software solution in Pakistan valued over PKR 10 Million for

minimum 2 project(s).

viii. Documentary evidence of implementing minimum one of the Software project where legacy

software system was integrated with the newly developed software.

ix. Bid bond of 03 per cent is submitted as required and Bid validity is agreed as 150 days.

x. RO has certified through a legal stamp paper that

a. That their bid is valid, it complies and will comply with all the clauses of Acceptance Criteria

given in Page # 10 of this RFP and it addresses whole scope of work as state in Page# 4 of

the RFP.

b. That the firm has not been black listed in any forum in Pakistan for providing of such services

to be provided using this bid.

c. That RO agrees to use NITB technical resources, as part of technical team, for software

development throughout the project lifecycle.

75

E2. Grading criteria for ROs. A: Presentation and Overall solution methodology proposed (Total Marks=100)

S.

No.

Category Weight Description

1. Technical

(5 for each point)

25% Use of proven standards for the software and

middleware

Use of proven Technology for easy maintenance

of software and plug & play configuration.

Service Oriented Architecture. (Integration with

other services / Functions of Government

Departments).

Implementation of security standards e.g. digital

signatures, SSL etc. where applicable.

Technical Documentation including Change

Management Plan

2. Functional

(2.5 for each point)

25% Easy access of data according to different roles

and rights of access.

Maintenance of application feature by using

customizable GUI. (Plug & Play)

Scalability up to 5000+ users.

Multi Language Support (English & Urdu) where

demanded.

Searching of all contents/data from the software

Generate Analytical Reports for higher

management

Workflow audit trail and approval history

Use of Version control for the software application

Suggestions / Recommendations for

improvements in the requirements of the client

Software/user documentation plan and

identification of documents at completion of each

phase

3. Business

(3 for each point)

25% Adequacy of work plan including staffing and

methodology (Project Schedule/Plan) e.g.

timelines vs. milestones

Strategy for implementation of Security Standards

76

during development / implementation

Easy in-house management/maintenance

(minimum future dependency on vendor)

Proposal of alternative paper-based process for

applications in event of system outage

Integration and expansion to add new features

(Future requirements analysis and easy

integration)

Comprehensive maintenance and support plan

Comprehensive training plan and certified trainers

4. Risk

(4 for each point)

15% Development time

Support

Proprietary issues

Application Administration

5. References

(2 for each project completed,

Maximum 5 latest projects of

similar nature)

10% GOP:

How good are their references regarding their

experience with GOP with their specific solution

Solution:

How good are their references regarding their

experience with the solution

Company:

How well can one rate their company regarding size

ability to support, etc.

B: Company Strength & Relevant Projects (Total 150 MARKS)

S# Description Marks

1. As per Audited Financial Reports, the Responding Organization

(RO) has an annual average turnover in past 3 years.

Total Marks=30

Relative Marking e.g. if

maximum is 100 M then it will

get 30 points and 50 M will get

15 marks and so on.

2. The RO is working in Pakistan Since Years in “Software

Development and Implementation Business”.

Total Marks=30

As above

77

3. The RO has completed minimum 03 similar Software development

projects and these details are provided as per format in section

4.3 relevant experiences at Page # 12 of the RFP and are duly

supported with the acceptance certificates of the clients.

Total Marks=30

As above

4. The RO has provided list of at least 20 full time technical

resources for last one year and this is supported by Resumes of

staff are provided as per format of Appendix-B at Page #27 of the

RFP.

Total Marks=30

As above

5. The RO has relevant ISO, CMM or TickIT level quality assurance

Certification(s).

Total Marks=30

(10 for each)

C: Bid Related (Total Marks=50)

6. Summary of Technical Proposal is as per format of Appendix-A of

the RFP.

Total Marks=25

7. Chapters of Technical Proposal are as per sequence and sections

of this RFP on Page# 25.

Total Marks=25

78

D: Company Software Projects Experience (Total 150 MARKS)

S# Project Titled

Client PO & Scope Page

Numbers in

technical bid

Duration Value (PKR In Millions)

Marks

Total (150)

(Months) Start Date

End Date

Public Sector

(30)

Customized/Integrated Software Solution

(30)

Over 50 Million

(20)

Legacy Integration (50)

Support (20)

1.

2.

3.

4.

5.

Note:

1. RO should fill in the details of project completed only excluding Marks portion.

2. RO may list latest 05 projects with reference to End Date only.

79

E: Team Evaluation Criteria Sr. #

Role/Position Certification Criteria Marks Comments

1.

Project Manager PMP Certified 20 (Maximum – 10 Marks each)

Resume along with their Certification Copy of resources

2.

Developer / Designer of Quoted Solution

Proposed Tools Certified Designer / Developer

40 (Maximum – 5 Marks each)


3.

HCM Consultant of proposed Solution

Proposed Solution certified HCM Consultant



4.

Examinations Consultant of proposed Solution

Proposed Solution certified Examination development Expert/Consultant



5.

Trainer of proposed Solution

Proposed Solution Certified Trainer



6.

Certified consultant of Database

Proposed DB certified Consultant 30 (Maximum – 10 Marks each)


F: TECHNICAL EVALUATION Total Points

Total Points

Minimum qualifying points

A: Presentation and Overall Methodology 100 70

B: Company Strength & Relevant Projects 150 105

C: BID Document Related 50 35

D: Company Software Project Experience 150 105

E: Team Evaluation 150 105

Total Points 600 420

Minimum 70% points would be required on each category as well as in total. However, procurement

Committee can reduce the percentage for all participants at the time of technical evaluation. Only

technically qualified vendor financial bids will be opened.

Technical part will carry 70% weightage overall and Financials will have a 30% weightage.

Weight of the Technical scoring is 70% and Firm‟s Score will be calculated using following formula.

Firm’s Score= (Points Obtained / Total Points)* 70

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