Soldadura de Filete

i. “Agreement" means this agreement together with all the Schedules and the

contents and specifications of all the volumes of the Request for Proposal (RFP) and in all the attached schedules and any addendums, corrigendum issued and shall include any modifications, alterations, additions or deletions thereto agreed between the Parties in writing after the date hereof in terms of this Agreement. In the event of a conflict between this Agreement and the Schedules, the terms of the Agreement shall prevail;

Page 32 ii. “Project” means Case Management and Tracking System Project involving System

Design, Development, Implementation, Operations, Management and Maintenance across all the locations of AG Offices as per the terms and conditions laid in the RFP and provision of AG Office related services in conformance to the SLA;

iii. "Deliverables" means the products, infrastructure and services agreed to be delivered by the Implementation Agency in pursuance of the Agreement as elaborated in the Volume I of the RFP in relation to the Implementation Phase and the Operations and Maintenance Phase and includes all documents related to the solution, user manual, technical manual, design, process and operating manuals, service mechanisms, policies and guidelines and source code and all its modifications;

iv. “Effective Date” means the date on which the Agreement is executed by both the

Parties.

v. “Intellectual Property Rights" Means the legal rights granted with the aim to protect the creations of the intellect. These rights include Industrial Property Rights (e.g. patents, industrial designs and trademarks) and Copyright (right of the author or creator) and Related Rights (rights of the performers, producers and broadcasting organisations).;

vi. “Material Breach” means breach that has an effect on (a) the ability of Implementation Agency to perform/discharge any of its duties/obligations under and in accordance with the provisions of the Agreement; and/or (b) the legal validity, binding nature or enforceability of the Agreement;

vii. “Performance Guarantee” and “Performance Bank Guarantee” shall mean the

guarantee provided by a Nationalized Bank to AG Office on behalf of the Implementation Agency for the amount specified in the Vol. II (Instruction to Bidders) of the RFP;

viii. “Project Data" means all proprietary data of the PROJECT generated out of Project

operations and transactions, documents and related information including but not restricted to user data which the Implementation Agency obtains, possesses or processes in the context of providing the Services to the users pursuant to this Agreement and the SLA; “Project Location” shall include all such AG Office sites that

Page 33 will require setup of IT and Non-IT infrastructure including networking and backup facility for smooth operations of the Project.

ix. "Project Implementation” means Project Implementation as per the testing

standards and acceptance criteria prescribed in the Volume I of the RFP;

x. "Proprietary Information" means processes, methodologies and technical and

business information, including drawings, designs, formulae, flow charts, data and computer programs already owned by, or granted by third parties to a Party hereto prior to its being made available under this Agreement, or the SLA;

xi. "Service Level" means the level of service and other performance criteria which will

apply to the Services as set out in the SLA, in Schedule VIII;

xii. “Service Level Agreement (SLA)” means the Operation and Maintenance SLA,

executed by and between Implementation Agency and AG Office, in terms of the Service Level Requirements as per the model set out in Schedule VIII of this Agreement;

xiii. "Services" means the services delivered to the Stakeholders of Project, as defined in

the Volume I of the RFP, using the tangible and intangible assets created, procured, installed, managed and operated by the Implementation Agency including the tools of information and communications technology;

xiv. "Third Party Systems" means Systems (or any part thereof) in which the Intellectual

Property Rights are owned by a third party and to which Implementation Agency has been granted a license to use and which are used in the provision of Services;

xv. “Working Day” means any day on which AG Office will be functioning, including

gazetted Holidays, restricted holidays or other holidays, Saturdays and Sundays. xvi. “Resolution Time” shall mean the time taken (after the incident has been reported

at the helpdesk), in resolving (diagnosing, troubleshooting and fixing) or escalating (to the second level or to respective Vendors, getting the confirmatory details about the same from the Vendor and conveying the same to the end user), the services related troubles during the first level escalation. The resolution time shall vary based on the severity of the incident reported at the help desk. The severity would be as follows:

a. Critical: Incidents whose resolution shall require additional investment in components or time or shall involve coordination with OEMs. These

Page 34 incidents shall impact the overall functioning of the DC. For example, purchase of printer, router, software bug fixing etc.

b. Medium: Incidents, whose resolution shall require replacement of hardware or software parts, requiring significant interruption in working of that individual component. For example, installation of operating system, replacement of switch etc.

c. Low: Incidents whose resolution shall require changes in configuration of hardware or software, which will not significantly interrupt working of that component. For example, installation of printer on a client, replacement of LAN cables/ patch chord etc.

2. Service Level Standards

2.1. The IA has to meet the service level norms failing which the contract is liable to be penalized or cancelled.

a. Provide, install, integrate and commission requisite hardware and software at all the locations to ensure minimum downtime.

b. Providing immediate backup resources (operators, system/network administrator, project manager, database administrators etc.) in case of absence.

c. Maintaining uptime of at least 99% at DC. (As per SLA). For the purpose of calculating the uptime, time taken for the following will be excluded:

1) Failure of the infrastructure, electricity etc. in the SDC. 2) Preventive maintenance and Planned Outage

3) Downtime caused due to any reason beyond control of IA for which, IA has made best of its effort to reduce downtime

d. Maintenance of the machines and IT infrastructure. e. Changing the spares when they become faulty. f. Locate, resolve and repair technical faults g. Housekeeping of all hardware

h. Ensure uninterrupted power supply

i. Any other task to keep the system functional

j. Identify software related problems such as run time error, spams, viruses, etc. and reload the machines with required software.

Page 35 k. Depute manpower as described in this bid document.

Note: - Please note that the successful bidder has to submit the duly signed SLA. SLA will be drafted by the AG Office and will be provided to the selected bidder later at suitable point of time.

3. SLA Categories

3.1. This SLA document provides for minimum level of services required as per contractual obligations based on performance indicators and measurements thereof. The IA shall ensure provisioning of all required services while monitoring the performance of the same to effectively comply with the performance levels. The services provided by the IA shall be reviewed by the AG Office that shall:

a. Regularly check performance of the IA against this SLA.

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

c. Review of statistics related to rectification of outstanding faults and agreed changes.

d. Obtain suggestions for changes to improve the service levels.

3.2. The following measurements and targets shall be used to track and report performance on a regular basis. The targets shown in the following table are applicable for the duration of the contract. All the targets for the measurements are calculated on a quarterly basis. Please note that the IA should provide comprehensive, end-to-end service to maintain the Infrastructure, including replacement of the equipment in case of physical damage. No reason shall be entertained (unless those mentioned in Force Majeure) in case of un-availability of any service given in the scope of work in this RFP and the appropriate penalty shall be levied. The SLA has been logically segregated in the following categories:

3.3. Implementation Service Levels

Service Category Target Severity Penalty

System Integration Services for Final Acceptance Testing

As per the Timelines mentioned in this bid

Critical A penalty as 0.5% per week for first two weeks, 1% per week for every subsequent week subject to a maximum of 10%. Penalty

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document. will be computed on CAPEX value of contract.

3.4. IT Infrastructure related Service Levels

The required Hardware/ Software Accessibility/ Functioning Levels for AG Office are given below. Hardware/ Software Accessibility/ Functioning will be calculated for Individual project location/ site.

Measurement Measurement

Target Severity Penalty

Hardware/ Software Availability/ Accessibility at DC and AG Office

99.00 % Critical 1% of the QMC for every 2 hours of down time at a stretch or in parts up to total down time of 10 hours. This down time shall be calculated over and above the total hours of downtime permissible.

Beyond 10 hours of down time, 2% of the QMC for every 1 hour of down time at a stretch or in parts.

3.5. Security and Incident Management:

Incidence Per Month Penalty

For every Virus attack reported and not resolved within 36 hours from the time of patch or virus removal tool / process is available

Rs 5,000 For every incidence of Denial of service attack Rs 50,000 For every incidence of Data Theft.

Further IA is subject to penalty and / or punishment applicable under the IT act or any other prevailing laws of the State / Country at that point in time, which shall be over and above the said penalty

Rs 1,00,000

Intrusion Rs 200,000

SPAM Control >=95% Nil

<95 % Rs 10,000

3.6. Terms and Conditions

a. Scheduled and Preventive Maintenance should be planned only on Non- business hours or Sundays or Holidays.

b. Scheduled and Preventive Maintenance anytime during Service Hours will be considered unavailability of service.

Page 37 c. For Scheduled and Preventive Maintenance by IA for the Hardware /or Software /or Active /or Passive shall be done with written prior intimation to client at least 72 hours in advance.

d. MIS report will be submitted by the IA on monthly basis and as and when requested by the Client.

e. Maintain an up-to-date comprehensive overall and individual network topology and lay-out, network and Security infrastructure configurations, Hardware and Software inventory, Data Back-up and restore procedure with policy, Core Services Setup, Password policy documentation in Soft and Hard copies.

f. The IA should have a well-defined and documented procedure for change management.

g. Managing and ensuring the services availability include mail, proxy, DNS, Anti- virus, Database, Web services at optimum level for the users.

h. Managing and operating all the Network Devices, Security components (and server) Hardware and Operating System related issues.

i. Ensure availability and optimum utilization of all Networking, Security components and Server devices.

j. Patch and Up-gradation of Operating System, Firmware, Signatures, application and necessary patches for all network, Security and Server devices to ensure smooth operability and availability of required services.

k. Ensure Confidentiality, integrity and availability of Data with use of Suitable technologies, Process and best practices.

l. Managing the server to ensure high- availability.

m. Creation, omission and modification of administrative users required for managing application components.

n. Maintaining and managing all the administrative passwords of various application components. (This will be done in consultation with AG Office). o. Creation, omission and modification of end-user’s Id and password for his day-

to-day operations and job profile. This will include but not limited to: • Domain

• Proxy • Internet

Page 38 • Servers

• Local (host) Machine

3.7. SLA Review Process

AG Office may raise an issue by documenting the business or technical problem, and may ask from IA for possible solutions. A meeting can be conducted to resolve the issues in a timely manner. The IA shall develop an interim solution, if required and directed by the AG Office, and subsequently the permanent solution for the problem at hand.

3.8. Total penalty per quarter

a. Total penalty during Operation and Maintenance phase of 5 years will be capped/limited upto the value of performance security i.e. 10% of the Project value.

b. Total penalty per quarter for AG Office will be as Grand total of all the final figures as per all above sections for penalty calculation. Three consecutive quarterly deductions of more than 20% of the applicable fee on account of any reasons will be deemed to be an event of default and termination.

c. If an equipment/component remains unrepaired beyond 14 days from reporting of the fault the Competent Authority from AG Office may replace it by purchasing the same from open market and the cost incurred for such purchase shall be recoverable from the IA.

d. If for more than 33% of a particular equipment/component fault occurs for more than 3 times in a quarter, for which time taken to repair exceeds 7 days on average then entire lot of those equipment / component will have to be recalled by the IA and the entire lot will have to be replaced to the satisfaction of Competent Authority from AG Office by new equipment within 15 days of issue of notice to that effect. If the equipment/component is not replaced in the defined time limit then Competent Authority from AG Office will be free to purchase at the risk and cost of IA and will replace them. This will be without prejudice to any other action which may be taken according to the other provisions of this contract.

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13 General Conditions