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AGREEMENT FOR SUPPLY, INSTALLATION, OPERATION AND MAINTENANCE OF VEHICLE TRACKING SYSTEM FOR CNG

BUSES SIX CITIES OF PUNJAB

This AGREEMENT IS FOR SUPPLY, INSTALLATION, OPERATION AND

MAINTENANCE OF VEHICLE TRACKING SYSTEM (“Agreement”) is made at Lahore on

this xx day of Xxxxx 2013

BETWEEN Governor of the Punjab, through Secretary to the Government of the Punjab, Transport

Department ,11-A, Egerton Road, Transport House, Lahore, Pakistan, which expression unless

repugnant to the context shall mean and include its successors, executors, administrators and

assigns of the First Part.

AND

M/S __________________________ (hereinafter referred to as “The Supplier, Installer,

Operator and Maintenance Provider” for the Vehicle Tracking System in the 88 CNG Buses in

Six Cities of Punjab) having its registered office at ___________________________through

its Director ________________________ which expression, unless repugnant to the context

shall mean and include its heirs, successors, executors, administrators and assigns) of the Second

Part.

The Transport Department, Government of Punjab and the M/s _________________are

hereinafter collectively referred to as the “Parties” and individually referred to as the party”)

WHEREAS

A. Whereas the Transport Department has a mandate to develop and implement policies

for the regulation, promotion and facilitation of safe, integrated and efficient transport

facilities and services within the Province of Punjab. The Transport Department is further

authorized to enter into agreements and contracts with local and international entities

accordingly.

B. And Whereas the Transport Department is authorized for provision, regulations, and

facilitation of public transport in Punjab

C. And Whereas the Transport Department is mandated to provide public transport to the

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people of Punjab

D. And whereas the (M/S______________________) has the necessary arrangements and is

desirous to supply, install, operate and maintain Vehicle Tracking System hereinafter refer to

as the “Vehicle Tracking System (VTS)”, as per committed specifications attached in this

agreement.

E. And whereas both the parties in consideration of the underlying facts and

representations made herein above, and in further consideration of the mutual

covenants and conditions contained, in this Agreement, agree as follows:

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS

CONTAINED HEREIN, THE PARTIES HERETO, HEREBY MUTUALLY AGREED AS

FOLLOWS:

1. This Agreement comprises of:

a) The letter of award dated Xx-xx-2013 b) This agreement c) The general conditions of agreement d) The schedules

i. Schedule I: Committed VTS Specifications; ii. Schedule II: Supply, Installation, Operations and

Maintenance Schedule for VTS iii. Schedule III: Payment Schedule for VTS iv. Schedule IV: Price Schedule for VTS v. Schedule V: The Draft Performance Guarantee

vi. Schedule VI: Sample Report Forms vii. Schedule VII: Warranty Details

2. The Parties understand and agree that the principal objective of the Project is to supply, install, operate and maintain VTS in the six cities of Punjab on 88 CNG buses,

3. The M/s ______________ hereby declares its solemn commitment to the afore-stated objectives and undertakes to honestly, diligently and efficiently performs its obligations under this Agreement to ensure the timely supply, install, operate and maintain VTS.

4. In view of the laudable objectives stated above, the Parties affirm their commitment to act in accordance with the terms of this Agreement in good faith towards each other in the larger public and national interest to ensure the success of the Project.

5. In consideration of the M/s _______________________ agreeing, undertaking and affirming its commitment to the Project (comprising the supply, installation, operation and maintenance of VTS strictly in accordance with the under-mentioned terms and conditions of this Agreement, the Transport Department hereby agrees to provide the

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necessary assistance/support to the M/s _________________ in accordance with the terms of this Agreement.

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Terms & Conditions

6. Agreement Period:

This Agreement shall remain in force for a period of three (3) years commencing from the date of its signing to cover the induction and subsequent after sales services to ensure trouble free services, supply of components and comprehensive maintenance of VTS.

7. VTS Type and Price

The model number of the Tracking Device is ____________ for supply, installation,

operation, and maintenance in 88 CNG buses in Punjab. The unit cost of the VTS for

supply, installation, operation, and maintenance for (03) three years is _____/- and the

total price for 88 Buses is _________________.

8. Transport Department’s Responsibility (ies):

i. The Transport Department under this agreement may designate technical

personnel(s) for inspection and monitoring of VTS when and where required.

ii. To pay the total contract value PKR_______ of the VTS as per the payment

schedule mentioned in Section ...... of this agreement.

iii. To liaise with M/S_____________ and the bus operators in six cities of

Punjab for the timely installation of the Bus Tracking Devices in the 88 CNG

Buses

iv. To issue a completion certificate against the installation of Bus Tracking

Devices in 88 CNG buses in the six cities of Punjab

v. To carry out time to time performance audits along with bus operators for

quality assurance purposes.

vi. To timely release performance guarantee upon completion of contractual

period

9. M/s ___________Responsibility (ies):

i. The M/s ___________________________upon signing this agreement shall be

responsible for the timely supply, installation, operation, and maintenance of VTS for

(88) eighty eight (88) CNG buses operating in six (06) cities of Punjab as per the

schedule mentioned in this agreement.

ii. The M/s _________________________shall declare its authorized office/ supplier

manufacturer and must ensure the supply, installation, operation, and maintenance of

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VTS from the declared office/ supplier/ manufacturer/ service provider.

iii. The M/s _______________________________shall be responsible to keep the VTS

system full operational in all respect during the contract period. The M/S_____ shall

be responsible to fix within 24hrs any defect that arises from manufacturing fault,

material or poor workmanship.

iv. The M/s __________________________ shall furnish supply, installation, operation,

and maintenance plan ensuring 24/7 and 365 days a year smooth running of the

system in 88 CNG buses operating in six cities of Punjab from the day the VTS and

equipment is supplied, installed, operated, and maintained. In addition maintenance of

the VTS is to be ensured for three (3) years from the date of operation in respective

cities/districts where being delivered. The M/s __________________ shall provide a

24/7 helpline number for queries on maintenance and operation of VTS.

v. The Tracking devices to be supplied shall be in brand new condition provided in

sealed boxes and serial numbers on the boxes matching with the devices. The

installation of the devices shall be performed by a competent / skilled engineer

ensuring best practices guidelines for Quality, Health and Safety to the satisfaction of

Transport Department.

vi. The M/s __________________________ should install, operate, and maintain VTS

complying to the international standards being practiced to obtain optimum results

vii. The M/s ________________________ shall time to time calibrate their devices and

system to achieve results that is in line with the committed specifications provided in

Schedule I.

viii. The M/s ________________________ shall ensure the Delivery and installation of

VTS in accordance with the Delivery and Installation Schedule Provided in Schedule

II.

ix. The M/s __________________________ shall provide complete backup of all

Developed/Used Application Software (latest & updated version) and complete

Database for the project period as and when required by the Transport Department.

x. The M/s __________________________ shall obtain insurance of all the equipments

mounted in Buses/ Bus Stands/ Depots etc for security purpose. Transport Department

will not be liable for insurance of equipment or any damages incurred during the

contract period.

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xi. The M/s __________________________ shall ensure that all data pertaining to the

buses tracking is stored on a secure and safe environment free from virus and cyber

attacks which is readily available to the concerned departments throughout the

contractual period.

xii. The M/S___________________ must also ensure backup of Data for the availability

of concerned departments in form of DVDs and Print-outs when and where required

xiii. The M/S__________________ shall provide a safe and secure weblink (a 24/7 access

to the bus tracking position) to access the online and archive data through a secure,

quick and dedicate internet connection.

xiv. The M/S__________________ shall provide VTS data on the agreed submission

schedule format in the time to the Transport Department in the required format as

provided in Section ____________a safe and secure weblink (a 24/7 access to the bus

tracking position) to access the online and archive data through a secure, quick and

dedicate internet connection.

xv. It shall be the sole responsibility of the M/s ____________________________to pay

all charges relating to transportation, clearing and customs in addition to local

transportation charges, toll taxes and any other charges to supply, install, operate and

maintain the VTS for 88 CNG buses in six mentioned cities of Punjab.

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9.1 VTS Specifications: The M/s _______________________________shall ensure that the VTS to be supplied,

installed, operated, and maintained for 88 CNG buses in Punjab under this Agreement

is in accordance with the committed VTS specifications attached with this agreement.

9.2 Liquidated Damages (LD) If the M/s __________________________fails to deliver due to their own fault the VTS

within the time scale agreed in Schedule II, the Transport Department may, without prejudice

to any other right of action / remedy it may have, levy liquidated damages as follows:

Liquidated Damages = PKR 3000 per Day

However, the amount so deducted shall not exceed the aggregate value of the performance

security. If however, the MS__________ understands that the delay is due to a genuine

reason then the M/S ____________ shall timely inform the Transport Department in writing

stating the reason of delay and request time extension with revised supply schedule. The

Department upon review may or may not grant the time extension for supply / installation

and operation of the VTS.

10. Force Majeure:

a. That the (Transport Department) shall not forfeit M/s ________ Performance Guarantee

or charge liquidated damages as assessed by the Transport Department, or terminate the

M/s____________ Agreement for default, if such delay in performance or failure to

perform M/s ________________obligations under this Agreement is the result of an

event of “Force Majeure”.

b. For purposes of this Clause “Force Majeure” means an event beyond the reasonable

control of both the parties. Such events may include revolutions, fires, floods,

epidemics, quarantine restrictions, riots and freight embargoes, Natural Calamities,

earthquakes, typhoon, fire, or tornado and any act of war (whether declared or

undeclared), invasion, armed conflict or act of foreign enemy, blockade, insurrection,

civil commotion, or an act of terrorism;

c. If a Force Majeure situation arises, M/s _______________ (the effected party), shall

promptly notify to the Transport Department in writing of such a situation that is wholly

or partially unable to carry out its obligations under this agreement, conditions and the

cause thereof. Unless otherwise directed by Transport Department in writing, M/s

__________shall continue to perform its obligations under the Agreement as far as it is

reasonably practicable and shall seek all reasonable alternative means for performance

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not prevented by the Force Majeure event.

d. The effected party shall use all reasonable efforts to mitigate the effects of force

Majeure but if the Force-Majeure Event continues for more than one month, then the

Parties shall negotiate in good faith as to the manner in which any relevant provision of

this Agreement may need to be amended or otherwise dealt with.

11. Termination by a Default Event:

It shall be a default event in relation to the Supply installation operation and maintenance, if:

i. An order is passed by a court of competent jurisdiction, or a resolution is passed for the

dissolution or administration of manufacturer/supplier; other than in the course of a

reorganization or restructuring previously approved in writing by the Transport

Department;

ii. The M/s _______________ cease or threaten to cease the Supply Installation Operation

and Maintenance of VTS bid for, or to carry on Supply Installation Operation and

Maintenance and;

iii. The M/s _______________ commits any continuous or material breach* of the said

Agreement and in case of such breach which may be resolved and if M/s

_______________ fails to deal with the same within 14 days of the notification of such

breach by the Transport Department and in which notice the Transport Department

expresses its intention to exercise its rights under this sub-clause);

*Material Breach It refers to the limitation where Supplier, Installer, Maintenance and Service Provider;

a. does not meet the committed VTS specifications

iv. If a Default Event arises the Transport Department may terminate this Agreement by

notice in writing giving such period of notice as the Transport Department considers

appropriate in the circumstances. However, the said notice shall be of 30 days from the

date of such default.

v. The termination of this Agreement under this clause shall be without prejudice to any

rights of either Party in respect of any antecedent breach of contract by the other Party.

vi. On termination of this Agreement, the Transport Department shall not be liable to the

M/s _______________ for any loss of opportunity, loss of profit, loss of contract or any

other losses and or expenses of whatsoever nature arising out of or in connection with

such termination.

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12. Effect of Termination:

In case agreement is terminated:

The amount of performance guarantee deposited with the Transport Department may be en-cashed. 13. Validity, Legality and Enforceability:

That if any of the provisions of this Agreement are found to be illegal or become

invalid, or unenforceable, the validity, legality and enforceability of the remaining provisions

shall not in any way be affected or impaired. However the parties hereto shall substitute any such

provision with a legally valid one, which as far as possible, reflect the intention of both

parties laid down in the invalid provision.

14. No Partnership or Authority:

Nothing contained or implied in this Agreement is intended to nor shall create a

partnership between the Transport Department and the M/s _______________ hereto or

establish either Transport Department or M/s _______________ as an agent of the other.

Neither the Transport Department nor the M/s _______________ has any authority hereunder

to bind other or to incur any obligation or assume any responsibility on behalf of the other.

15. Miscellaneous Items:

The terms and conditions of this Agreement shall supersede any contrary terms and

conditions of the bidding document/ RFP and any Appendices and or Schedule(s)

thereto. However the Annexes/ Appendices and schedules referred wherever referred in

this agreement shall be integral parts of this agreement.

16. Ambiguity /Discrepancy in Agreement:

In case of ambiguities or discrepancies arising in this Agreement, the following shall apply:

a) Between two Articles of this Agreement, the provisions of specific Article(s) relevant to the

issue under consideration shall prevail over the other Article(s);

b) Between the Articles and the Schedules, the Articles shall prevail;

c) Between any value written in numerals and that in words, the latter shall prevail.

17. Effect of Waiver

The failure of either party to insist upon strict performance by the other party of any such

other party’s duties or obligations rising under the agreement or the failure by either party to

exercise any of its rights herein, shall not be constructed as a Waiver or relinquishment of

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such party’s right to assert any such rights on any future occasion.

18. Entire Agreement

This agreement constitutes the entire and only agreement including Annexes and schedules

between the parties relating to the subject matter hereof and supersedes and cancels all previous

negotiations, commitments and /or representations with respect thereto.

19. Representations and Warranties:

The Parties hereby represent, warrant and covenant that each of them has all the requisite

power(s), authority, and capacity to enter into this Agreement and perform their

obligations hereunder according to the terms and conditions hereof. Parties further

specifically represent and warrant that they are authorized to enter into this Agreement and

have approved this Agreement which shall constitute valid, binding and enforceable

obligations of the Parties.

20. Arbitration:

If any dispute arises between the parties under this agreement, which cannot be resolved/ settled

amicably, it will be settled under the provisions of the Arbitration Act 1940.

21. Governing Law and Dispute Resolution:

a) The said Agreement shall be governed by the laws of the Islamic Republic of Pakistan and

the courts at Lahore shall have exclusive jurisdiction in case of any claims or dispute arising out

of this Agreement.

b) A person aggrieved by an order of an officer of the Transport Department, acting under the

delegated powers of the department, may, within thirty (30) days of issuance of the said order,

appeal to the Additional Chief Secretary.

22. Change in Law:

That this Agreement shall remain in force and binding on both the parties hereto till the expiry of

the currency of the said Agreement and no change in law or other circumstances shall

affect the respective rights and obligations of the Parties. No claim of whatsoever nature shall

be made by one party on to the other on account of any such change in law or other

circumstances.

23. Legal Expenses:

In the event of a legal action taken by either party to enforce this Agreement, all cost

and expenses, including reasonable attorney’s fees, incurred by the prevailing party in

exercising any of its rights or remedies hereunder or in enforcing any of the terms, conditions,

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or provisions hereof, shall be paid by the other party provided the claim made by the opponent

is finally decided by the competent authority.

24. Notices:

a) All notices shall be in writing and shall be deemed sent either in the form of letter, fax

telex, telegraph, telegram or cable.

b) Any notice shall be deemed to have been received as follows;

c) Personal delivery upon receipt;

d) Fax or electronic mail twenty four hours after sending, provided in the case of fax, the

original shall also be sent by prepaid registered mail or certified mail and for electronic

mail return receipt confirmation is received after sending the same.

e) Registered or certified mail (48) hours after delivery to the postal authorities by the party

serving the notice.

25. Address of Parties:

The addresses of the parties for correspondence and for service of notice(s) of any kind shall

be as follows and any notice required to be given or to be served under this Agreement by

either party shall be sufficient if in writing sent through a first class mail at the said address

or such other address as a party may notify in writing to the other party from time to

time for this purpose.

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The Secretary Transport: Transport house, 11-A Egerton Road, Lahore

M/s _______________ : Address: _____________________________

In witness whereof both of the parties to the agreement set their respective hands, signatures in

presence of witnesses on the Day, Month and year hereinabove mentioned.

Transport Department; M/s _______________ ;

Through: Secretary Transport Through: Director M/s______

Name: ________________ Name: ___________________

NIC #: ________________ NIC#: ____________________

Witnesses: Witnesses:

1. __________________ 1. ________________

Name:_______________ Name: _______________

NIC #: ______________ NIC #: _______________

2. _________________ 2. _____________________

Name: _____________ Name: _________________

NIC #: ____________ NIC #: _________________

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DEFINITIONS AND INTERPRETATIONS Definitions

“Agreement” means this agreement executed by and between the parties, as modified,

amended or replaced from time to time with mutual consent;

“VTS” Vehicle Tracking System i.e. the Supply, Installation, Operation and Maintenance of

the Bus Tracking Project for 3 years in GoPb for and on behalf of the Transport Department

“JV” means Joint Venture

“Laws of Pakistan” means the Federal, Provincial and local laws of Pakistan, and all orders,

rules, regulations, statutory regulatory orders, executive orders, decrees, policies, judicial

decisions, notifications, or other similar directives made pursuant thereto, issued by any

competent authority in or recognized in Pakistan.

“OEMs” mean Original Equipment Manufacturers

“GOP” means the Federal Government of Pakistan.

“GoPb” means the Government of Province of the Punjab.

“Letter of Award” or “LOA” means the Letter of Award issued by Transport Department in

favor of the Supplier for the Project.

“Bus Operator” means the CNG urban bus operator with GoPb or Transport Department

“Party” means Transport Department, GoPb, or the Supplier (M/s _______________ ).

“Parties” means Transport Department, GoPb, and the Supplier (M/s _______________ ).

“Project” means the supply, installation, operation and maintenance of the VTS Project

“Performance Bank Guarantee” means a performance bank guarantee to be provided by

the Supplier for an amount specified in the Letter of Award, from a first class scheduled bank

acceptable to the Transport Department

“Transport Department” means Transport Department Government of the Punjab

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Interpretation

In this Agreement, unless the contrary intention appears:

a) A reference to a Party is a reference to a Party to this Agreement; b) except where the context otherwise requires, references to a particular Article,

Sub-Article, or Schedule shall be a reference to that Article, Sub-Article, or Schedule in or to this Agreement;

c) references to "this Agreement" or any other agreement or document shall be construed as a reference to such agreement or document as amended, modified or supplemented and in effect from time to time, and shall include a reference to any document/instrument which amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms;

d) A reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re enactments or replacements of any of them;

e) references to the masculine shall include the feminine and references in the singular shall include references in the plural and vice versa, and words denoting natural persons shall include companies, corporations and any other legal entity and vice versa;

f) a reference to a person includes a reference to the person's successors, nominees and assigns;

g) if a period of time is specified and it is from a given day or the day of an act or event, it is to be calculated exclusive of that day;

h) a reference to a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;

i) a reference to a month is a reference to a calendar month; j) if any obligation under this Agreement is required to be performed on a day

other than a business day, that obligation is to be performed on the next business day;

k) the words "include" or "including" shall be deemed to be followed with "without limitation" or "but not limited to" whether or not they are followed by such phrases or words of like import;

l) reference to 'written' or 'writing' means any hand-written, typewritten, or printed communication, including telex, cable and facsimile transmission;

m) in carrying out its obligations and duties under this Agreement, the Parties shall have an implied obligation of good faith;

n) the annexes and schedules shall form an integral part of this Agreement; o) the recitals form an integral part of this Agreement; and p) the singular includes the plural and vice versa

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Schedule-I

General Specifications / Requirements for VTS

a) The M/s _______________ will ensure that proposed system shall have ability to locate a specific bus in real time to know the exact position and its status 24 hours 7 days a week with a display delay of upto 45 - 60 seconds in terms of real time information.

b) The M/s _______________ shall provide complete backup of all Developed/Used Application Software (latest & updated version) and complete Database for the project period as and when required by the Transport Department.

c) Vehicle Tracking and Management shall be performed through qualified and trained staff (2 persons) duly trained for this particular purpose.

d) The system will cover the information regarding Automatic Vehicle Location, Fuel/ Mileage Management, MIS or other Data Generation and Reporting.

e) All hardware and software used for system shall interface and communicate with the local network systems and other equipments. The tracking system shall be completely designed and dedicated for the use of Transport Department and the users (approved by department) with fast and secure access.

f) The Tracking System shall be capable to locate a bus in real time and display its position and status with an accuracy of ±10 meters.

g) Proposed system shall be capable to highlight exceptions through Alerts for monitoring of deviations such as route, arrival and departure times etc.

h) All reports generated shall be in English language only i) Applications access for different features of the system shall be restricted to

users of Transport Department. However, some data can be accessed by all web users for read-only purposes with the prior permission of the Transport Department

j) The system shall support multiple concurrent user queries/ transactions for multiple vehicles.

k) The tracker shall be GPRS/ GPS compatible. In case of connectivity issues the system shall be capable to store data.

l) The tracking system shall have the Geo-fencing capability m) Vehicle tracking application software shall support calculation of distance

travelled by a vehicle on a schedule/ trip and average distance traveled and time taken in a schedule for a period.

n) Information elements that needs to be captured at the minimum shall include longitude, latitude, physical location with date and time stamps, bus number, trip code, contact number and crew ID and overlay this on a map

o) Vehicle tracking shall have facility to track real time and generate reports based on Defined/ Planned v/s Actual movement of vehicles

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1. The VTS shall include fuel/ mileage management system providing information regarding fuel consumed per trip by each bus.

2. The VTS shall support general and specific queries such as: a. Real time/ history of daily bus schedule and total fleet in operation b. Real time / history of all trips that are more than ten (10) minutes late c. Real time / history of all trips that are not following assigned/notified route d. Real time / history of all trips that have dead mileage of more than five (5)

Kilometers e. Real time / history of all trips that have Idle Stoppage Time of more than 10

minutes f. Real time / history of a bus having break down time of more than three (3) hours g. Real time / history of a distance travelled by a bus due to temporary road closures/

construction activities 3. The VTS shall inform through Alerts (colour coded) for the following activities:

a. for route deviations, b. for vehicle break down, c. for out of hours operations

4. The VTS system shall be robust to sustain the Punjab, Pakistan weather conditions

and shall be suitable to operate in-10 to +70°C 5. The VTS system shall be operative on a voltage range of 6 to 32V DC 6. Device should have internal battery (4-6 hours backup) to support uninterrupted

service while disconnection of main power supply.

Other Specifications

Assembly: Enclosed box as per standards with suitable mounting Integrated with chargeable battery pack

Electrical Characteristics

Primary Power: Vehicle Battery 12/24 volts

Battery Life : Mandatory 8 Hours normal operation

Firmware:

Over the Air Download of firmware as well as configuration parameters

Store and Forward features for network dark zone

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GSM/GPRS SPECIFICATIONS

1 GSM Normal MS-SMS data

2 Frequency As per allowed bandwidth and frequency for operations in Pakistan

3 GPRS Type B class 10

4 SIM 1.8V/3V

5 Antenna Suitable Antenna for efficient operation with provisions for stable mounting

6 Certification Equipment needs to be certified as per Pakistan or international standards

GPS SPECIFICATIONS

1 Frequency As per allowed bandwidth and frequency for operations in Pakistan

2 C/A code Standard Positioning Service

3 Channels Minimum 16-Channels

4 Sensitivity Minimum –158 dBm Acquisition without external assistance

5 Accuracy Horizontal: <6 meters (50%)

Altitude: <11 meters (50%)

Velocity: 0.06 m/sec

6 Antenna Suitable antenna for mounting on target vehicles (buses)

ENVIRONMENT SPECIFICATIONS

1. Temperature Operating -20°C to +70°C

2. Humidity 5% to 95% RH non-condensing at +40°C

3. Enclosure Certified IP 65 or equivalent

4. Vibration to meet SAE standards

5. Shock to meet SAE standards

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Schedule-II

Timeline for Supply, Installation, and Operation of VTS:

Sr No. (I)

Number of Buses on which VTS is

Required Date of ‘LoA’

Installation Period (Days from LoA)

Operation Date (1 week from

the date of Installation)

1 88 - 30* - * Days from award of LOA

The M/s _______________ hereby commits to supply, install, operate and maintain the Vehicle Tracking System in 88 CNG buses as per the schedule above.

Yours faithfully, __________________________ (Seal) (Signature of Authorized Signatory) (Name, Title, Address, Date)

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Schedule III Payment Schedule: Supply, Installation, Operation & Maintenance of VTS:

The Transport Department shall pay to the M/S________________ for supply, installation, operation and maintenance of the Vehicle Tracking System as per the Schedule given below:

S. No. Payment

Composition Condition Discharge of Payment Payment

Amount in PKR

1. 60% of the Contract Value

Upon successful supply, installation and operation of VTS

Within Two Weeks of Successful Operation of

VTS

-

2. 6% of the Contract Value

Upon successful operation and maintenance for six months

Within Two Weeks of Invoice Received

-

3 6% of the Contract Value

Upon successful operation and maintenance for twelve months

Within Two Weeks of Invoice Received

-

4 6% of the Contract Value

Upon successful operation and maintenance for eighteen months

Within Two Weeks of Invoice Received

-

5 6% of the Contract Value

Upon successful operation and maintenance for twenty-four months

Within Two Weeks of Invoice Received

-

6 6% of the Contract Value

Upon successful operation and maintenance for thirty months

Within Two Weeks of Invoice Received

-

7 10% of the Contract Value

Upon successful operation and maintenance for thirty-six months

Within Two Weeks of Invoice Received

-

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Schedule IV

Price Schedule We, M/s _______________ hereby certify that we shall supply spare parts at Lahore, Pakistan at the price indicated below:-

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Schedule V

PERFORMANCE BANK GUARANTEE

Transport Department Government of the Punjab 11-A, Egerton Road, Lahore Pakistan

Dear Sir,

Ref; our Bank Guarantee No. ______________________________________ in the sum of ______________Account_______________________________________ in consideration of you having entered into agreement No. ______________________________________________Dated___________________________with ___________________________called “Supplier, Installer, Operations and Maintenance Service provider” and in consideration for value received. From the “Supplier, Installer, Operations and Maintenance Service provider” we hereby agree and undertake as followings:

i To make an unconditional payment in three (03) separate pay-orders, bank drafts or bank guarantees making a total of (10%) Ten percent of the value of the contract price as per the schedule mentioned in the table below upon signing of this contract agreement, in favour of Section Officer General, Department of Transport issued by a scheduled bank allowed/ carrying financial transactions in PAKISTAN.

Performance Guarantee Percentage Distribution Retention Period Performance Guarantee 1 4 % of Contractual Value 12 Months Performance Guarantee 2 3 % of Contractual Value 24 Months

Performance Guarantee 3 3 % of Contractual Value 36 Months

Total 10 % of Contract Value

NOTE:

The performance guarantee will be retained for a period of 12, 24, and 36 months for Performance Guarantee 1, Performance Guarantee 2, and Performance Guarantee 3 respectively upon successful complying with the required services.

ii. To accept written intimation from you as conclusive and sufficient evidence of the

existence of the default or breach as aforesaid on the part of (“Supplier, Installer,

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Operations and Maintenance Service provider”) and to make payment accordingly within

3 (three) days of receipt thereof.

iii. To keep this guarantee in full force from the date hereof until the time mentioned

in the above schedule.

iv. That no grant of time or other indulgence to, amendment in the terms of the Contract

by Agreement between the parties, or imposition or Agreement with (“Supplier, Installer,

Operations and Maintenance Service provider”) in respect of the performance of his

obligations under the said Agreement, with or without notice to us, shall in any manner

discharge or otherwise affect this Guarantee and our liabilities and commitments there under.

v. This Guarantee shall be binding on us and our successor’s interest and shall be

Irrevocable.

vi. This guarantee shall not be affected by any change in the constitution of the Guarantor

Bank or the constitution of the (“Supplier, Installer, Operations and Maintenance Service

provider”).

(BANKER)

24

Schedule VI

SAMPLE FORMATS FOR VTS REPORT

The following table highlights the type of reports the Transport Department requires for assessment of Bus Operator’s Performance and determination of Operational Subsidy in Six cities of Punjab. The M/S____________ shall submit relevant information with each report (time, date, vehicle registration number, operator name, driver’s name etc) on daily, weekly and monthly basis and shall make the data available to permitted users on a secure 24/7 link.

1. City wise Scheduled trips for the day 2. Speed violation 3. Ignition Report / duty performance daily/weekly/monthly 4. Daily out shedding deviation report 5. Driver wise improper stopping 6. Details of Missed trips 7. Reports by Area name (Trip history in area names) –Area traveled by a vehicle on any

selected date and time, sector wise. 8. Reports by Location (Trip history in Map Location) - Selected date and time. This

gives status of motion, location at that instance and speed of the vehicle

9. Vehicle Traveled Path Report 10. Consolidated GPS Analysis Report – Operator wise 11. Daily Consolidated GPS Analysis Report – Vehicle wise, Vehicle type wise 12. Vehicle Distance Traveled 13. Average Speed Report - Depot wise/ Operator wise/ Vehicle wise 14. Speed Limit Violation Report- Depot wise & Depot / vehicle wise 15. Consolidated GPS Analysis Report – Depot wise, Division-wise, all. 16. GPS Daily/Weekly /Monthly Report for vehicle use other than urban transport e.g.

Chartered bookings for weedings or School Trips 17. Daily Bus Stops Skipped Report 18. Daily Speed Violation Report 19. Location data availability and non-availability report 20. Vehicle Mountable Unit and PIS unit failure report 21. Daily/monthly/weekly distance travel report 22. Stoppage violation reports 23. Schedule adherence report 24. Dead Miles Travelled per bus per day, week, month

Note:

This is sample report format schedule and information mentioned shall be changed when required by the Transport Department as per the data needs

Table 1: Daily Report of Distance Travelled by a Bus

25

Sr. No. Date Bus Registration No. Route No. Distance

Travelled Duration

KM Seconds

1

2

Table 2: Speed Violation Report

Sr. No. Date

Bus Registration

No. Route No. Drivers’

Location No. Speed Duration

Km/Hr Seconds

1

2

Note: ___________Km distance should be covered in approximately ______ seconds

otherwise it will be considered as speed violation.

Table 3: Bus Stops Skipped Report

Sr. No. Date

No. of Stops skipped by

bus

Bus Registration

No. Route No. Drivers’

Location No.

Name of Bus Stops Skipped

1

Table 4: Missed Trips Report

Sr. No. Date

Bus Registration

No.

Route No.

No. of allocated trips

Actual Trips

No. of Missed Trips

1

2

26

Table 5: Daily out Shedding Deviation Report

Sr. No. Date

Bus Registration

No.

Name of Parking Shed /

Terminal

Time for out

shedding

Designated Time Delay

Minutes

1

2

Table 6: Ignition / Duty Performance Report

Sr. No. Date

Bus Registration

No.

Route No.

Distance Travelled Duration

Fuel Consum

ed

Assumed Fuel Consumption Difference

KM Minutes Litres Litres Litres

1

2

Table 7: Average Speed Report

Sr. No. Date Bus Registration No. Route

No. Average

Speed (KM) Duration

(Secs)

1

2

Table 8: Stoppage Violation Report

Sr. No. Date

Bus Registration

No.

Route No.

No. of Designated

Stops

No. of Actual Stops

Difference

1

2

27

Other Reports:

• Consolidated GPS Analysis report Operator wise

• Schedule Adherence Report

• Vehicle Mountable Unit and PIS unit failure Report

• Location data availability and non-availability Report

• GPS daily / weekly / monthly Report for vehicle use other than Urban Sector i.e.

marriages or institutional events etc.

28

Schedule VII

WARRANTY DETAILS Manufacturer / Supplier Warranty: Warranties in this document are in addition to any statutory remedies or warranties imposed

on the Manufacturer / Supplier. Consistent with this requirement, the Manufacturer / Supplier

warrants and guarantees to the Transport Department each complete tracking system

equipments as follows. Performance requirements shall not be deemed a warranty item.

Complete Vehicle Tracking System: The complete vehicle tracking system including Tracker, its associated communication

equipments and all other equipment installed are to be warranted to be free from Defects and

related Defects for a period of 3 years, starting from the date of completion of assignment

but no later than fifteen (15) days after acceptance under “Inspection, Testing and

Acceptance.” The warranty is based on regular operation of the bus under the operating

conditions prevailing in the Transport Department locale.

Extension of Warranty: If, during the warranty period, repairs or modifications on any e q u i p m e n t are made

necessary by defective design, materials or workmanship but are not completed due to lack

of material or inability to provide the proper repair for number of days, the applicable

warranty period shall be extended by the number of days equal to that of delay and down

period.

Voiding of Warranty: The warranty shall not apply to the failure of any part or component that directly results

from misuse, negligence, accident or repairs not conducted in accordance with the

Manufacturer / Supplier - provided maintenance manuals and with workmanship performed

by adequately trained personnel in accordance with recognized standards of the industry. The

warranty also shall be void if the Transport Department fails to conduct normal inspections

and scheduled preventive maintenance procedures as recommended in the Manufacturer /

Supplier’s maintenance manuals and if that omission caused the part or component failure.

Operator on behalf of the Transport Department shall maintain documentation, auditable by the

Manufacturer / Supplier, verifying service activities in conformance with the Manufacturer /

Supplier’s maintenance manuals.

Exceptions and Additions to Warranty The warranty shall not apply to the following items:

sc no it

Should th

Manufac

warranty

This prod

Manufac

warranty

Pass-ThrShould t

compone

Manufac

Manufac

reimburs

any exce

warranty

Departm

approved

shall be

administr

Manufac

SuperiorThe Man

by a com

Supplier

limitation

Warranty

Fleet DeA Fleet

compone

buses wh

warranty

cheduled maormal wear-tems furnishe

he Transpor

turer / Sup

y for that pro

duct will not

turer / Sup

y that is less t

rough Warrthe Manufa

ents and wis

turer / Supp

turer / Supp

ements will

eptions and

y period, the

ent to assig

d in writing

solely respo

ration by ot

turer / Supp

r Warrantynufacturer / S

mponent Su

shall prov

ns of the S

y shall not be

fects OccurDefect is d

ents in the sa

here such ite

y period in se

aintenance iteout items ed by the Tr

rt Departmen

pplier ’s req

oduct shall b

t be eligible u

pplier shall

than or equa

ranty: cturer / Sup

sh to transf

lier shall req

plier shall

not be impa

reimbursem

e Manufactu

gn its warra

by the Tra

onsible for t

thers does n

lier.

y: Supplier sha

upplier that

vide a list

uperior Wa

e administer

rrence and Rdefined as cu

ame or simil

ems are cove

ections entit

ems

ansport Dep

nt require th

quest for an

be the only

under “Defe

not be requ

l to the warr

pplier elect

fer this resp

quest this wai

state in wri

acted. The M

ment includi

urer / Supp

anty obligati

ansport Depa

the administ

not eliminate

all pass on to

is superio

to the Tra

arranty not l

ed by the Ma

Remedy: umulative f

lar applicatio

ered by warr

tled “tracker

partment

he use of a

n alternate

warranty pr

ects,” below.

uired to pr

ranty periods

to not adm

ponsibility to

iver.

iting that th

Manufacture

ing all cost

plier may re

ions to othe

artment. Oth

tration of t

e the warran

o the Transp

r to that

ansport Dep

later than th

anufacturer /

failures of tw

on in a mini

ranty. A Fle

r,” and “Maj

specific pro

product, the

rovided to th

ovide warra

s listed.

minister wa

o the sub-S

he Transpor

er / Supplier

ts incurred.

equest appr

ers, but only

herwise, the

the warranty

nty liability

port Departm

required he

partment no

he start of p

/ Supplier.

wenty-five (

imum fleet s

et Defect sh

or Subsyste

oduct and ha

en the stan

he Transpor

anty inform

arranty claim

uppliers, or

rt Departme

also shall st

At any tim

roval from

y on a case

e Manufactu

y as specif

and respon

ment any wa

erein. The

oting the co

production.

(25) percent

size of seven

hall apply on

ms.” When

2

as rejected t

ndard Suppli

rt Departmen

mation for a

ms on certa

to others, t

ent’s warran

tate in writin

me during t

the Transpo

-by-case bas

urer / Suppli

fied. Warran

nsibility of t

arranty offer

Manufacture

onditions an

The Superi

t of the sam

n (07) or mo

nly to the ba

a Fleet Defe

29

the

ier

nt.

any

ain

the

nty

ng

the

ort

sis

ier

nty

the

red

er/

nd

ior

me

ore

ase

ect

is declare

not restar

The Man

correctin

mutually

work pro

specific

program

manufact

inspectio

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operator’

may imm

Manufac

Repair PManufact

practicab

represent

such Wor

Work sha

Repairs If the T

section,

represent

begin W

notificati

make the

schedule

The Man

required

Supplier

while re

ed, the rema

rt until the F

nufacturer / S

ng the Defe

agree to an

ogram reason

Defect can

shall includ

tured part(s

on and/or co

shall upda

’s manuals)

mediately de

turer / Supp

Procedures /turer/ Suppl

ble, the Tran

tative to perf

rk if it determ

all be reimbu

by the Manransport De

it shall, up

tative. Manu

Work on w

ion of a De

e bus availab

.

nufacturer / S

to complet

may be req

epairs are b

aining warra

Fleet Defect i

Supplier sha

ect, the Tran

nd the Manu

nably design

be solely at

de redesign

s) or softwa

orrection vi

ate, as nec

due to chan

eclare a Defe

lier shall be

/ Repair Pelier are resp

sport Depar

form such W

mines it need

ursed by the

nufacturer / epartment de

pto thirty (3

ufacturer / S

warranty-cov

efect from th

ble to comp

Supplier sha

te repairs. A

quired to rem

being affec

anty on that

is corrected.

all correct a

nsport Depa

ufacturer / S

ned to preve

ttributed to p

and/or repla

are. In all

ia a mutual

cessary, tech

nges resultin

ect in design

responsible

rformance:onsible for

rtment will a

Work. At its d

ds to do so, b

Manufacture

supplier: etects a Defe

30) days, n

Supplier or

vered repair

he Transpor

plete repairs

all provide a

At the Tran

move the equ

cted. If the

item/compo

Fleet Defect

artment and

Supplier shal

ent the occur

particular ide

acement of

other case

lly agreed-t

hnical supp

ng from wa

n, functional

to furnish, i

all warranty

allow the M

discretion, th

based on tran

er / Supplier.

ect within t

notify the M

its designat

rs within f

rt Departme

timely with

at its own ex

nsport Depa

uipment from

e equipmen

onent stops.

t under the w

d the Manu

ll promptly u

rrence of the

entifiable pa

only the de

s, the work

to arrangem

port informa

arranty repai

ity or part re

install and re

y-covered re

anufacturer/

he Transport

nsit service o

.

the warranty

Manufacturer

ted represen

five calend

ent. The Tra

h the Manuf

xpense all sp

artment’s op

m the Trans

nt is remov

The warrant

warranty pro

ufacturer /

undertake an

e same Defe

art(s) or softw

efectively de

k program

ment. The M

ation (parts,

irs. Transpor

esulting in a

eplace all de

epair Work.

Supplier or

t Departmen

or other requi

y periods d

r / Supplier

ntative shall,

dar days af

ansport Dep

facturer / Su

pare parts, to

ption, the M

sport Depart

ved from t

3

ty period do

ovisions. Aft

Supplier sh

nd complete

ct. Where t

ware, the wo

esigned and/

shall inclu

Manufacturer

, service an

rt Departme

safety hazar

efective item

To the exte

its designat

nt may perfor

irements. Su

defined in th

r’s designat

, if requeste

fter receivi

partment sha

upplier’s repa

ools and spa

Manufacturer

tment proper

the Transpo

30

oes

fter

all

e a

the

ork

/or

ude

r /

nd

ent

rd.

ms.

ent

ted

rm

uch

his

ted

ed,

ng

all

air

ace

r /

rty

ort

31

Department’s property, repair procedures must be diligently pursued by the Manufacturer /

Supplier’s representative.

Repairs by the Transport Department Parts Used: If the Transport Department performs the warranty-covered repairs, it shall correct or repair

the Defect and any Related Defects utilizing parts supplied by the Manufacturer /

Supplier specifically for this repair. At its discretion, the Transport Department may use

Manufacturer / Supplier -specified parts available from its own stock if deemed in its best

interests.

Manufacturer / Supplier -Supplied Parts: The Transport Department may require that Manufacturer / Supplier supply parts for

warranty-covered repairs being performed by the Transport Department. Those parts may be

re-manufactured but shall have the same form, fit and function, and warranty. The parts shall

be shipped pre-paid to the Transport Department from any source selected by the

Manufacturer / Supplier within fourteen (14) days of receipt of the request for said parts and

shall not be subject to a Transport Department handling charge.

Defective Component Return: Manufacturer / Supplier may request that parts covered by the warranty be returned to the

manufacturing plant. The freight costs for this action shall be paid by the Manufacturer /

Supplier. Materials should be returned in accordance with the procedures outlined in

“Warranty Processing Procedures.”

Failure Analysis: Manufacturer / Supplier shall, upon specific request of the Transport Department ,

provide a failure analysis of Fleet Defect or safety-related parts, or major components,

under the terms of the warranty that could affect fleet operation. Such reports shall be

delivered within 60 days of the receipt of failed parts.

Reimbursement for Labor and Other Related Costs: The Transport Department shall be reimbursed by the Manufacturer / Supplier for labor. The

amount shall be determined by the Transport Department for a qualified mechanic at a

straight time wage rate of Rs. 500 per hour, which includes fringe benefits and overhead

adjusted for the Transport Department’s most recently published rate in effect at the time the

Work is performed, plus the cost of towing the bus if such action was necessary and if the

bus was in the normal service area. These wage and fringe benefit rates shall not exceed the

rates in effect of the Transport Department rates.

ReimburTranspor

and for p

current p

percent h

Supplier

ReimburManufac

including

Departm

accepted

valid cla

Manufac

disputed

the dispu

claims at

claims ar

Warrant

If any co

Supplier

Supplier,

original.

authorize

respond w

If an item

Fleet De

the origin

begin on

the Man

the Trans

WarrantThe follo

Departm

• Tracke

rsement forrt Departmen

parts that mu

price at the t

handling cos

and shipped

rsement Reqturer / Supp

g necessary

ent submits

claims shal

im. The Tra

turer / Supp

warranty cla

uted claim

t least once

re being track

ty after Rep

omponent, u

or by the

, the compon

Repairs sh

ed parts are

within five d

m is declare

efect. Once

nal warrant

n the repair/

nufacturer / S

sport Depart

ty Processinowing list re

ent for proce

er number an

r Parts: nt shall be r

ust be replac

time of repa

sts. Handling

d to Transpo

quirementsplier shall r

failure an

s the claim a

ll occur no

ansport Depa

plier did no

aims during

to be reso

e per quarter

ked and prop

placement/R

unit or subs

Transport

nent, unit or

hall not be

not used for

days, in acco

ed to be a F

the Fleet D

ty or the tim

/replacemen

Supplier o r

tment.

ng Procedurepresents re

essing warra

nd Serial Nu

eimbursed b

ced to corre

air and shall

g costs shall

ort Departme

: respond to th

nalysis no l

and defectiv

later than s

artment may

ot reimburse

the followin

olved and c

r throughou

perly dis-pos

Repairs:

system is rep

Department

r subsystem

e warranted

r the repair,

ordance with

Fleet Defect

Defect is cor

me it was no

nt date for c

on the date

res: equirements

anty claims. O

umber

by the Manu

ect the Defec

include tax

l not be paid

ent.

he warranty

later than s

ve part(s), w

ixty (60) da

y dispute rej

e the full a

ng quarter to

closed. The

ut the entire

sitioned.

paired, rebu

t with the

shall have

d if the M

unless the M

h “Repairs b

t, the warran

rrected, the

ot usable. T

corrected ite

e the Manu

by the Man

One failure p

ufacturer / Su

ct. The reim

es where ap

d if part is su

y claim with

sixty (60) d

hen requeste

ays from the

jected claim

amount. The

o reach an eq

e parties al

warranty p

uilt or replac

concurrenc

the unexpir

anufacturer

Manufacture

by the Manuf

nty stops wi

item(s) shal

This remaini

ems if the r

facturer / Su

nufacturer / S

per item per

upplier for d

mbursement

pplicable, plu

upplied by M

h an accept/r

days after

ed. Reimbur

e date of ac

ms or claims

e parties ag

quitable deci

lso agree t

period to ens

ced by the M

ce of the M

red warranty

/ Supplier

er / Supplier

facturer / Su

ith the decla

ll have three

ing warranty

repairs are

upplier provi

Supplier t o

claim is allo

3

defective par

shall be at t

us fifteen (1

Manufacture

reject decisi

the Transpo

rsement for

cceptance of

for which t

ree to revie

ision to perm

to review

sure that op

Manufacture

Manufacturer

y period of t

-provided

have failed

upplier.”

aration of t

(3) months

y period sh

completed b

ides all parts

the Transpo

owed.

32

rts

the

15)

er /

on

ort

all

f a

the

ew

mit

all

pen

er /

r /

the

or

to

the

of

all

by

to

ort

33

• Total utilized life at time of repair • Date of failure/repair • Acceptance/in-service date • Manufacturer / Supplier part number and description • Component serial number • Description of failure • All costs associated with each failure/ repair (invoices may be required for third-party

costs): a. labor b. materials c. parts d. handling e. troubleshooting time

After Sales Services I. To effectively provide maintenance support for the smooth operation of vehicle

tracking system. Evidence regarding sale, service center may be furnished II. Following details must be provided by the supplier/ manufacturer before getting into

formal agreement with the Transport Department, GoPb:

i. Details about maintenance workshop along with standards to be followed ii. Maintenance Checklist for warranty period

iii. List of consumables during warranty period iv. Warranty Maintenance plan of:

a. Preventive Maintenance b. Periodic Maintenance c. Breakdown Maintenance

v. Policy to designate staff to attend out station calls resulting in unnecessary delays