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RFP for Mahesh Bank CBS Project Implementation

Saturday, 1st Oct, 2016 Page No : 1

RFP for Core Banking Solution Implementation

Request for Proposal (RFP)

for Providing

Core Banking Solution &

Implementation

RFP Schedule :

Particulars Details

RFP Reference No APMB/IT/CBS/01/2016

Date of release of RFP 01.10.2016

Last date for submitting clarifications by vendors 10.10.2016

Last date by which Bank will respond to Clarifications

15.10.2016

Last date for submission of response to RFP 17.10.2016

Confidentiality : All information contained in the Request for Proposal is Confidential. Likewise, all information returned

by Vendors, will be treated as confidential.



TABLE OF CONTENTS Page No

1 About A.P. Mahesh Coop Urban Bank 4

1.1 Objective of Mahesh Bank 5

1.2 Vision of Mahesh Bank 6

1.3 Volume of Transactions 7

1.4 Existing Application and Infrastructure Details 8

2 Project Details 14

2.1 Project Overview 14

2.2 Project Objective 14

2.3 Project Scope 15

3 RFP Management 19

3.1 RFP Document Cost & EMD 19

3.2 Eligibility Criteria 20

3.3 Response Administration 21

4 RFP Evaluation 22

4.1 Evaluation Methodology 22

5 Detail Functional / Non-Functional/ Other Requirements

23

5.1 Functional requirements 24

5.2 Non Functional Requirements 28

5.3 Other Application requirements 29

5.4 Data Migration / Archiving 29

5.5 Interfaces 30

5.6 Requirement Specification Study 31

5.7 Gap Identification and Resolution 31

5.8 Training 32

5.9 Testing 34

5.10 Implementation and Roll Out 35

5.11 External Interface and Integration 36

5.12 Audit Tools 36

5.13 Change Management 37

6 Terms and Conditions 38

6.1 General 38

6.2 Price / Quotes 41

6.3 Price Comparisons 41

6.4 Security / Bank Guarantee 42

6.5 Changes to the RFP 44

6.6 Confidentiality Agreement 48

6.7 Delivery and Rights 50

6.8 Customization 50

6.9 Payment Terms 51

6.10 Delivery, Implementation and Rollout 51

6.11 Completeness of the Project 51

6.12 Acceptance Testing 51

6.13 Compliance with Law 52

6.14 Assignments 52



6.15 Order Cancellation 53

6.16 Indemnity 54

6.17 Inspection of Records 55

6.18 Escrow Mechanism 55

6.19 Publicity 55

6.20 Solicitation of Employees 55

6.21 Penalty 56

6.22 Sensitive Information 56

6.23 Privacy & Security Safeguards 56

6.24 Technology Advancements 57

6.25 Intellectual Property Rights 57

6.26 Vendors Liability 57

6.27 Monitoring and Audit 58

6.28 Guarantees 58

6.29 Force Majeure 58

6.30 Resolution of Disputes 58

6.31 Waiver 59

6.32 Violation of Terms 60

6.33 Visitorial Rights 60

6.34 Addition / Deletion of Qualified Offerings 60

6.35 Termination 61

6.36 Effect of Termination 61

Annexure – A General Information about the Company

Annexure – B Software Product Profile

Annexure – C Proposed Hardware Information

Annexure – D Consolidated Commercial Matrix

Annexure – E Functional and Non-Functional Requirements Compliance

Annexure – F Vendor Query Format



1. About A.P. Mahesh Coop Urban Bank Ltd.

GENESIS

A.P. Mahesh Co-operative Urban Bank Limited is India's premier Urban Co-operative Banking Institution. The Bank has attained this premier position without compromising the spirit of co-operative principles, while at the same time striving to assimilate and implement newer methods of work organisation and management, with a firm commitment to its objectives.

REGISTRATION AND COMMENCEMENT OF OPERATIONS

A P Mahesh Co-operative Urban Bank Ltd. (popularly known as Mahesh Bank) was registered as a Primary Co-operative Society on 30th June, 1977. The Bank has commenced its operations on 9th August, 1978

The Bank was accorded SCHEDULED STATUS by Reserve Bank of India from 26th October, 1996 - the first Co-operative Bank to be accorded this status in the entire South India. Dr. C. Rangarajan, the then Governor, Reserve Bank of India graced the occasion. The Bank has been registered as a Multi-State Co-operative Bank under the Multi-State Co-operative Societies Act, 1984 with effect from 30.05.2001 - again the first Co-operative Bank to achieve this coveted position in South India.

BRANCH EXPANSION

Mahesh Bank presently has 42 branches - 33 in the twin cities of Hyderabad and Secunderabad and one each at Khammam, Warangal in Telangana State, Vijayawada, Guntur, Rajahmundry, Visakhapatnam, in Andhra Pradesh State, Jaipur & Bhilwada in Rajasthan and Mumbai in Maharashtra States and is in the process of further business expansion.

AUTOMATION:

Mahesh Bank is the first Co-operative Urban Bank in the States of Telangana and Andhra Pradesh to introduce Core Banking Solution (Anywhere Banking) at all its branches.

FOREIGN EXCHANGE TRANSACTIONS:

The Bank has been granted license to undertake money transfer business and specified non trade current account transactions by the RBI as Authorised Dealer Category-II.



CAPITAL ADEQUACY NORMS:

The Capital to Risk Weighted Assets Ratio (CRAR) of the bank stood at 20.55% as on 31-3-2016 as against a minimum stipulation of 9% prescribed by RBI.

1.1 Objectives of the Bank:

The principal object of the Bank is to promote the interests of all its members to attain their social and economic betterment through self-help and mutual aid in accordance with the Co-operative Principles. The objects of the Bank shall be to engage in any one or more of the forms of business as per Banking Regulation Act, 1949 and in particular to carry out the following forms of business:

To do banking business on Co-operative Principles by accepting for the purpose of lending or investment of deposits of money from members as well as the public, repayable on demand or otherwise and withdrawal by cheque, draft, pay order or otherwise.

To raise funds by issue of shares and/or any other securities as permitted by the Regulatory Authority.

To encourage thrift, self-help and co-operation among members.

To engage in any one or more of the following forms of business namely:

(i) The borrowing, raising or taking up of money; (ii) The lending or advancing of money to members either upon or without

security; (iii) The drawing, making, accepting, discounting, buying, selling, collecting

and dealing in bills of exchange, hundies, promissory notes, coupons, drafts, bills of lading, railway receipts, warrants, certificates, scrips and other instruments and other securities whether transferable or negotiable or not;

(iv) The granting and issuing of letters of credit, travellers` cheques and circular notes and to do all forms of foreign exchange business;

(v) The acquiring, holding, issuing on commission, underwriting and dealing in stock, funds, shares, debentures, debenture stock, bonds, obligations, securities and investments of all kinds;

(vi) The receiving of all kinds of bonds, scrips and valuables on deposit or for safe custody or otherwise;

(vii) The providing of safe deposit vaults; (viii) The collecting and transmitting of money and securities; (ix) Acquiring and holding and generally dealing with any property or any

right, title or interest in any such property which may form the security or part of the security for any loans and advances or which may be connected with any such security;



(x) Carrying on and transacting guarantee and indemnity business, on behalf of the constituents in the ordinary course of banking business and to provide necessary cash margin to facilitate such business;

(xi) Opening Branches, Extension Counters and Sub-Officers or any Office and ATM centres or to have arrangement of ATMs of other Banks etc. as per the norms of the Reserve Bank of India.

(xii) Undertaking and executing trusts, undertaking the administration of estates as an executor, trustee or otherwise, with the previous permission of the Central Registrar;

(xiii) The acquisition of land/buildings, construction, maintenance and alteration of any land/building or works necessary or convenient for the purposes of the Bank;

(xiv) To act as Insurance Agent as per norms of RBI and IRDA; (xv) Any other form of business which the Central or the State Governments

may specify as a form of business in which it is lawful for a banking institution to engage;

(xvi) Doing all such other things as are incidental and conducive to the promotion or advancement of the business of the Bank;

1.2 Vision of the Bank

VISION

“To make brand “MAHESH BANK” synonymous to trust and reliability, to be a leader amongst the Multi State Scheduled Co-operative Banks in the whole of South India, to provide excellence and personalized services and to contribute to Co-operative movement by making credit available to the customers and more particularly to Individuals and SMEs, thereby contributing to their growth, by striving to maintain Net NPAs at 0% level”.

Table #1:

Business Growth of the Bank (Amt in INR Cr)

Financial Year Deposit Advances Total

2008 515.81 326.37 842.18

2010 785.85 457.25 1243.10

2012 1160.43 746.75 1907.18

2014 1445.92 752.69 2198.61

2015 1571.45 843.88 2415.33

2016 1862.29 985.08 2847.37



1.3 Volume of Transactions

1.3.1 Volumes by Data Point

The details of number of business transactions per day by Data point and year

are mentioned below in Table # 2 and the number of transactions by

interfacing systems is mentioned in Table # 3. The figures given below are

absolute figures of current and expected volume growth. This does not

include batch jobs like interest accruals etc. This data needs to be used by the

Vendor to size the entire solution.

Currently, the Bank has envisaged the number of transactions as mentioned

below, based on current requirements. The Bank, in the future may require

additional volume of transaction to be managed by the solution and the same

solution should be scalable without any obsolescence risk.

The vendor has to size the hardware to support total cumulative transaction

load of the Bank, for the tenure of the contract.

Table #2:

Data Points Year 2016 Year 2020

Total Branches 42 75-100

Total Deposits 1862.29 6000

Total Advances 985.08 4000

Total Accounts 350000 900000

Total Daily Transactions 45000 150000

Total number of Users 750 1800

Total no. of Concurrent Users

450 1200



Table #3: Volume Current and Expected by Interfaces:

SL Interface Name

Internal/ External

Protocol Current Users

Current Trans. Volume (Daily)

Expected Users – 1Yr (100% Growth)

Expected Trans. Volume (Daily) – 1 Year

Exp. User Load – 5 Yrs (500% Growth)

Exp. Trans. Volume (Daily) 5 Yrs.

1 NFS – ATM Shared Network

External ISO8583 10000 600 20000 1200 50000 10000

2 IMPS Switch

External ISO8583 6000 100 12000 200 30000 500

3 Missed Call External ISO8583 1000 200 10000 400 20000 1000

4 Internet Banking

Internal HTTPS 9000 200 18000 400 50000 1000

5 SMS Banking

Internal TCP/IP 18000 20000 40000 60000 50000 500000

6 Stat. of acc. by email

Internal TCP/IP 1200 1500 2500 3000 6000 15000

7 Audit System

External ODBC 100 60 150 120 300 7000

8 AML External ODBC 100 100 150 200 300 1000

9 NEFT / RTGS

Internal MQ 1200 1500 2500 3000 6000 15000

10 CIBIL Internal Open 45 20 60 40 90 400

11 CTS Internal ODBC 9 7000 15 9000 75 40000

12 eLobby External Web services

- - - - - -

13 ATM External NDC / D912

6 600 20 2000 50 10000

14 LOS Internal ODBC - - - - - -

15 MIS Internal ODBC 50 400 100 800 500 1600

1.3.2 Existing Application and Infrastructure Details

The Bank has automation in all Branches and Head Office Departments. The existing

IT infrastructure is described below in sections:

Existing CBS Application details:

The below CBS application is presently operational at Bank.

TABLE # 4

Application Name Omni Enterprise

Vendor M/s Infrasofttech, Mumbai

Platform Windows

Database Oracle 10g

No. of Branches as on Date 42



Current CBS Landscape: The current CBS landscape is



1.3.2 Existing Third Party Applications:

The below mentioned third party applications are operational in the IT Infrastructure of

the Bank.

SL Application Name

Application Function Department GL Linkage

CBS Interface

1 ATM Switch ATM Transactions for RuPay Schemes

IT Yes Finacus

2 Mobile Banking - IMPS

Mobile Banking Transactions through Mobile Phone

IT Yes Finacus

3 Utility Bill Payment

Utility Bill payment through Bank’s Website & integrated with IMPS Switch

IT Yes Finacus

4 AML Rule Based Alert System as per RBI guidelines – Anti Money Laundering

IT No Finacus

5 Biometric Attendance System

Recording Staff Attendance IT No NA

6 HRMS Application

Payroll, PF Calculations IT No Batch process is in use for crediting the emoluments to staff members.

7 ATM Reconciliation

4 way reconciliation of ATM Transactions

IT Yes Finacus

8 Bank’s Corporate Website

For publishing Bank information, Internet Banking etc

IT No NA

9 Missed Call Interface

For providing customer account information through a missed call

IT No Application -Finacus Solutions / Network-ACL Mobile Ltd

10 Customer Contact Centre

IVR Based solution hosted on RCOM Cloud.

IT No No CBS interface – Application provider- Reliance Communication Ltd.



11 Inventory Management System

For maintaining Stationery IT No No CBS interface – Application provider- P2B Ace Solutions

12 Fixed Asset Management System (FAMS)

For maintaining Furniture and Fixtures

IT No No CBS interface – Application provider- Application provider – KGR Infotech

13 Online Audit Application

For Internal and Concurrent Audit

IT No TJSB Bank

1.3.3 Technology Deployment Architecture at DC :

Note: DR Setup is Identical for all business critical applications.



1.3.4 Software

The details of Software installed in CBS and its interfacing System.

SL No Application Name

1 Delphi

2 Apache Tomcat

3 IIS 7.0

4 Oracle 10g R2

5 JAVA / J2EE 5.0

6 SQL Server 2008

7 Oracle 11g

1.3.5 Network Details

The current network deployment details: Diagrammatic Representation

1.3.7 Internal / External Interfaces:

The current interfacing systems with CBS are listed below:

SL No Interface Name Internal / External

1 ATM Switch External – ASP

2 Mobile Banking – IMPS External

3 NFS External

4 Daily Deposits Internal



5 Utility Bill Payment Service External

6 APBS Internal

7 NACH Internal

8 Internet Banking Internal

9 IMPS through Branch Module External

10 NG-RTGS / SFMS Internal

11 FIU / UIDAI External

12 CIBIL Internal

13 CTS Internal

14 BC / Agent Banking External

1.3.8 The proposed interfacing systems with CBS are listed below:

SL No Interface Name Internal / External

1 Business Correspondence Model / Business Facilitator System - Tablet Banking / Agent Banking

External

2 e-KYC Gateway connecting to NPCI for eKYC Auth & Demographics

Internal

3 Payment Gateway – BBPS System Internal

4 FATCA – Foreign Account Tax Compliance Act Internal

5 CRM – Customer Relationship Management External

6 Business Intelligence (BI) – Data Analytics External

7 NACH Credit & Debit, PMJJBY Internal

8 Credit Bureau Uploads Ex. CIBIL Internal

9 XBRL / ADF Interface Internal

10 Digital Banking – SMAC Internal

11 eLobby Internal

12 LOS – Loan Origination System, Collection & Recovery System

External

13 CKYCR – KYC Document upload to CKYCR DB, Cersai etc.. as per the RBI Guidelines.

Internal

14 Clearing – CTS Workflow Internal

15 Customer Engagement Services – SMS, Contact Center, Missed Call

Internal

16 Credit Card, Travel Card Internal

17 Payment Gateways Internal

18 Agent Banking – BC / BF Program Internal



1.3.9 Database Information:

The database information is given below:

System Name DB Name Version DB O/S System and Version

CBS, ATM Switch, Internet Banking

Orcale 10g – 10.2.0.1 HP-UX Version - 11i V3

NGRTGS Oracle 11.2.0.3 Windows 2008 server – 64 bit

2. Project Details

2.1 Project Overview

To achieve Bank’s business objectives and long term goals including attaining higher

levels of operational efficiency, growth in business and improving profitability, the Bank

intends to implement new CBS solution that would support all the current and future

needs of the Bank and customers of the Bank.

2.2 Project Objective:

The Bank is planning to upgrade / replace the existing Core Banking Solution and

desirous to implement comprehensive new Core Banking Solution. The Bank has

strategic plans to enhance the various existing banking channels, and integrate them in a

way to deliver superior digital experience to the customers.

The Bank for this purpose, invites proposals from CBS Product Vendors (hereinafter

refers as Vendor / Vendors) for primarily undertaking the following activities for the

Bank in respect of Core Banking Solutions and its peripheral applications like service

applications.

The vendor has to prepare & submit the proposal(s) for following options to be finalized

by the Bank. The techno-commercials for each option are to be furnished separately if

the vendor is quoting for multiple options mentioned below.

Option 1 : Implementation of Core Banking Solution with all its modules & Applications

as mentioned in this RFP – On Premise License Model.

(At Bank’s Primary DC Presently Operational in Hyderabad & DR Site at Mumbai)


as mentioned in the RFP - Application Service Provider (ASP) Model with required

Hardware & System Softwares to be arranged by the Vendor.

(Connectivity to be provided to Bank’s DR Site at Mumbai )


as mentioned in the RFP – Hosted Model with required Hardware & System Softwares

to be provided by the Bank (Hosting at Third Party Data Centre in Hyderabad & DR Site

at Mumbai)



The major objectives of implementing Core Banking Solution in the Bank are given

below:

Easier roll-out of innovative and customer centric products i.e., Digital Banking,

Internet Banking, Mobile Banking, Kiosk Banking, UPI, BBPOU etc.. and add-on

Channels, Cash Management and any other emerging delivery channels

Efficient and state of the art MIS including ALM, Risk Management, all other

statutory and non-statutory statements.

Uniformity of Application, parameters and version all across the branches and

Head Office departments

Rationalization & elimination of repetitive and manual drudgery of work at

branches and Head Office departments, which should result in optimization of

manpower at all levels.

Image building and brand equity of the Bank.

2.3 Project Scope:

A brief description of the envisaged scope is enumerated as under. The detailed

requirements on each of the area mentioned below are available in Section 5 of this

document. However, the Bank reserves its right to change the scope of the RFP

considering the size and variety of the requirements and the changing business

conditions.

Based on the contents of the RFP, the Vendor shall be required to independently arrive

at a solution, which is suitable for the Bank, after taking into consideration the effort

estimated for implementation of the same. It will be the sole responsibility of the

Vendor to implement the end to end solution by himself or through any of his

authorized Implementation Partner / System Integrator (SI). The Vendor will be the

single point of contact for the Bank with regards to this RFP and the Vendor will be

responsible for end to end (E2E) implementation and support. The Bank expressly

stipulates the Vendor selection under this RFP is on the express understanding that this

RFP contains only the principal provisions for the entire assignment and that delivery of

the deliverables and the services in connection therewith are only a part of the

assignment. The Vendor shall be required to undertake to perform all such tasks, render

requisite services and make available such resources as may be required for the

successful completion of the entire assignment at no additional cost to the Bank.

To implement CBS solution, the Bank is looking at a complete turnkey solution which

includes application software & customization, parameterization and implementation of

application software and system integration with application support and training to

Bank’s designated personnel.



Any other related work for smooth implementation of CBS in the Bank must be

undertaken by the Vendor. While offering Solution / Services to the Bank, the Vendor

needs to consider that all the solutions provided by the Vendor by way of this RFP

should come with 5 (Five) year free Product warranty and 1 (One) year onsite free

service warranty and are expected to be on AMC thereafter from 2nd year which will be

included under CBS Application Support Services.

For the Centralized Help Desk / onsite support if needed, the Vendor is responsible for

offering full-time engineers till the end of the project and also during one year service

support which shall commence on successful completion of the project and UAT Sign-off

from the competent authority of the Bank.

Irrespective of the options given above for the proposal, Vendor to set up the Help Desk

for ongoing support to the users / Bank Officials for their day to day queries about the

Core Banking Solution and other related modules.

2.3.1 Bank’s Requirements in relation to CBS

2.3.1.1 Application Requirements

Given below is a brief overview of key application requirements considered critical by

the Bank as part of the proposed CBS. The list is indicative and not exhaustive. However,

the details of the requirements are mentioned in the Annexure – E

The bank seeks a strong, scalable, secure and the latest application software to

meet its current as well as future requirements.

The proposed application should support all required retail & corporate CBS

modules by the Bank viz. various Customer Information Management, Deposit

and Advances schemes including Savings, Current, Current Plus, Term / Flexi

Deposits, Overdraft, Cash Credit, Bills, Guarantee Remittances, Demand / Term

Loans, Clearing & Settlement, Transfer, Locker, TDS, Signature Capture, Inventory

Management, Trade Finance, Treasury modules.

The application should support membership module as per the banks

requirement.

It should also support accounting and MIS needs for the Bank.

The application should support physical and electronic delivery channels viz.

ATMs, Mobile Banking, Tele Banking, Internet Banking, Kiosk Banking, Agent

Banking, Bill Payment Integrations etc.

The application should facilitate providing state of the art service to the

customers viz. Any Branch Banking, Any Time Banking etc.

The application should support comprehensive MIS for the Bank as a whole

which should inter alia include ALM, Risk Management, Inspection tools besides



generating all statutory and non statutory statements required to be generated

at Daily/ Weekly/ Monthly/Quarterly/ Half Yearly/ Yearly intervals as per the

requirements of the Bank.

The application must provide the interface for NEFT, ECS, SFMS, RTGS, CFMS etc.

and should support accounting procedures pertaining to various inter banks

schemes launched by Reserve Bank of India from time to time.

The application should be ready for SWIFT and other interfaces required by Bank.

The application should be able to integrate with the existing 3rd party

applications as per the bank requirement.

It must be able to integrate and support any 3rd party applications even beyond

the scope of this RFP as and when required by the Bank in future viz. Data

Warehousing, Data Mining and CRM applications.

The application proposed must be parameterized as well as customized to meet

the specific requirements.

The application must include adequate inbuilt security as well as sufficient audit

logs to maintain historical footprint of transactions performed by various users.

The application needs to be user friendly and flexible. Moreover, it should

support Business Process Reengineering concepts.

The Vendor will be responsible for identifying the detailed interface

requirements for integrating the proposed packages to the systems and for all

other functionalities as mentioned in the RFP. The Vendor will be responsible for

training and also provide all the training material for the same (hardcopies and

softcopies).

Installation of the same CBS application and its related components at DR Site

Setup shall be the responsibility of the Vendor. Arranging for the appropriate

resource for active participation in the DR Drills / Disaster Scenario shall be the

responsibility of the vendor.

2.3.1.2.1 Hardware

It is the Vendor’s responsibility to analyse the existing hardware setup in the Bank and

clearly specify the new/additional hardware requirements and their inter-connectivity for

the Data Centre/branches and Head Office departments etc., and also of the Disaster

Recovery Site. The proposed hardware should broadly cover the server sizing (CPU, storage

needs, memory, auto-backup devices, etc.) and should take into account future volume and

technologies. The application should be IPv6 compatible.

The Vendor’s proposal must clearly state the sizing requirements and the scalability of the

proposed hardware. Bank requires presently sizing for 50 branches and Head Office

departments, with scalability to 100 branches. The Vendor needs to present the proposed

hardware information in “Annexure C”.



The total number, type of servers and desired specifications have to be clearly stated.

Vendor must also highlight the backup and disaster recovery plans and also clearly state the

bandwidth requirements for the branches and Head Office.

A diagram has to be enclosed that depicts the following requirements:

Operating system and RDBMS – DC / DR

Total hardware architecture

Hardware (including sizing) – DC & DR

Networking Component at the Data Centre, DRC, NOC, Branches and Head Office.

2.3.1.2.2 Data Migration

The Vendor shall propose data migration strategy & plan for successful data

migration from the existing systems to the new environment for all branches / Head

Office departments.

It is the Vendor’s responsibility to liaise with the legacy system Vendors for the

purpose of data mapping and extraction in whatever formats the Vendor wants the

data.

The bank will not bear any additional cost for data migration, nor will be responsible

for the same.

The vendor will also provide utilities such as Data Purging for database maintenance.

2.3.1.3 Data Centre and Disaster Recovery Centre

The Vendor must clearly spell out the configuration and specification of the complete

hardware requirements along with networking infrastructure for CBS at DC and DRC.

2.3.1.4 Environment Set up

The vendor will have to do complete set-up for Training/ Customization / UAT/ Bench

Marking environment as per bank’s requirement and location at the vendors cost.

2.3.2 Future Developments

Future changes to the Banks internal systems as per Banks requirements, as specified by

regulatory bodies (e.g. enhancements in Bank master/ Customer Product Database etc) may

have an impact on the proposed CBS and the vendor has to cater to those accordingly

within stipulated time defined by the Bank.



3 RFP Management :

3.1 RFP Document Cost & EMD (Earnest Money Deposit)

The vendor will have to pay INR 5000/- by way of Demand Draft in favour of A.P. Mahesh

Coop Urban Bank Ltd, payable at Hyderabad towards cost of the RFP Document.

EMD (Earnest Money Deposit) :

Vendor shall furnish, as a part of the proposal, Earnest Money Deposit of Rs. 3,00,000/- in

the form of a Demand Draft or Pay Order. The draft / pay order should be drawn in favour of

“A.P. Mahesh Coop Urban Bank Ltd.,” payable at Hyderabad.

The EMD draft / Pay Order should form part of the response to the RFP submitted by the

Vendor. Failure to comply with this condition shall result in rejection of the bid offer and no

vendor shall be exempted from the requirement of the EMD.

The EMD amount of the unsuccessful vendor(s) shall be returned only after completion of

the tender process and for successful vendor it will be returned after completion of the

required formalities for entering into contract.

The EMD amount shall be forfeited if the Vendor –

Withdraws its Bid during the period of the Bid validity ; or

Having been notified of the acceptance of bid by the Bank and the Vendor during the

period of bid validity :

i. Fails or refuses to execute the Contract formalities; or

ii. Fails or refuses to perform, in accordance with the Terms and Conditions of

the RFP or Contract; or

iii. Fails or refuses to furnish the required formalities in accordance with the

terms and conditions of the RFP.

No interest will be paid on the EMD amount.

The Bank’s decision in the above cases will be final.

Address for communication:

MANAGING DIRECTOR & CEO

A.P. Mahesh Coop Urban Bank Ltd

Head Office : 5-3-989, IIIrd Floor, Sherza Estate,

Nizam Shahi Road, Osmangunj, Hyderabad – 500095.

Dist : Hyderabad. State : Telangana

Telephone : 040-23437101



3.2 Eligibility Criteria:

The eligibility criteria for the vendor would be as follows:

Vendor Strength:

The vendor should be in Core Banking Solution Provider business for the last 5 years.

The vendor should have project experience of at least three Core Banking Solution

implementations.

The vendor should be legally and technically capable of customizing the core banking

software as per bank’s needs.

The vendor shall have sufficient Team to provide pre & post implementation support

to the Bank in Hyderabad.

Core Banking Capability

The suggested Core banking Solution with key modules like, but not limited to Retail,

Corporate, Loans and Advances, Collections and Payments, Clearing & Settlement, Trade

Finance, GL, Reporting, Microfinance and Treasury should be live in at least three Banks.

Treasury solution:

Bank has got the AD license II category from RBI and some activities are undertaken at

present. Vendor should be able to provide the requisite solution to take care of the present

operations and to take care of other activities as mentioned in the RBI circular as and when

required.

Data Migration

The vendor should have experience in data migration activities and should undertake

conversion of existing data across the bank to new CBS. The data entry is to be minimized to

the lowest possible to the extent of new fields in the new package and by automating

migration from existing data source.



3.3 Response Administration

3.3.1 Replies

The response should be sent in soft copy and hard copy in a sealed envelope and clearly

marked as “Private and Confidential – RFP for Core Banking System”

and has to be addressed to:

THE MANAGING DIRECTOR & CEO

A.P. Mahesh Coop Urban Bank Ltd

Head Office : 5-3-989, IIIrd Floor, Sherza Estate,

Nizam Shahi Road, Osmangunj, Hyderabad – 500095.

Dist : Hyderabad. State : Telangana

Telephone : 040-23437101

The vendor response to the RFP and its subsequent evaluation is not a contract. The

provisions of the contract shall become binding to both the parties when Bank enter into an

exclusive contract separately with the final selected Vendor.

Any additional information (e.g.: brochures, client testimonials etc) should be referenced in

the Request for Proposal – Response, such that they can be easily identified.

3.3.2 Queries

The Vendor will have to submit queries pertaining to the RFP as per the RFP Schedule in the

format specified in “Annexure F” in this document to the communication address as

specified above.

Bank will respond to these queries as per the schedule of the RFP, if required there will be a

meeting with the Vendors who have obtained this RFP at the agreed time to address any

queries in connection with the document.

3.3.3 Response Guidelines

All vendors are requested to submit responses to RFPs based on the following guidelines:

Vendor to furnish the company information as per “Annexure A”

Vendor to furnish the product information as per “Annexure B”

Vendor to furnish the Proposed Hardware information as per “Annexure C”

Vendor to furnish the Cost estimates as per “Annexure D”

Vendor to furnish their response in the Functional and Non Function Requirement

spreadsheet as per “Annexure E”



Vendor to furnish their queries as per “ Annexure F”

All the Annexures in MS Word format should be sent in PDF format and excel documents

(Annexure E & F) should be sent as password protected.

Last date for submission of response is 17th Oct, 2016, 05:00 pm

The last due date / time can be changed / extended at the discretion of the bank.

3.3.4 Costs

It should be understood that the Bank is not liable for any costs incurred by vendors in the

preparation of their response to this RFP or negotiations during the selection process.

The preparation of your response will be made without obligation by the Bank to acquire

any of the items in your proposal, or to select any Vendor's proposal. Please note that all

documentation and other supporting material provided, as part of a submission becomes

the property of the Bank and is not returnable.

4 RFP Evaluations:

The Bank will follow staged evaluation and selection process comprising of Functional,

Technical, Support and Commercial evaluation for all the three options mentioned in this

RFP. The Bank’s authorized groups / individuals will have the ultimate right to make the final

decision. The decision of the Bank would be final and the Bank may accept or reject an offer

without assigning any reason what so ever.

4.1 Evaluation Methodology

The evaluation process will be based on following methodology:

All received RFP responses will be evaluated as per eligibility criteria. The vendors

will be further evaluated on the basis of functionality features provided in the

Product as required in this RFP document and service and support capabilities of the

vendor.

Commercial evaluation will be done on the shortlisted vendors. The evaluation

would be done based on Solution Architecture Suggested, Implementation Plan,

Company Credentials & Experience, Commercials submitted by the Company.

The Bank will ask the short-listed vendors to make a comprehensive Product walkthrough at

Bank's premises. Bank will intimate short listed vendors after final evaluation.



5. Detail Functional / Non-Functional/ Other Requirements

The Bank wants to upgrade / replace the current CBS solution and deploy a new core

banking solution at their existing branches & Head Office departments and any new

locations which include branches, Head Office and other offices. The CBS should provide the

functionality as mentioned in “Annexure E” – Functional RFP and covers the broad

functionality of the banks CBS requirements.

The Centralized CBS would need to technologically enable to support all Banking

functionalities / products like, but not limited to Retail, Corporate, Loans and Advances,

Collections and Payments, Clearing & Settlement, Trade Finance, GL, Reporting,

Microfinance and Treasury.

The core banking system should support a 24x7-processing environment. A brief description

of the envisaged and the detailed requirements on each of the area is given below and in

“Annexure E”. However, the Bank reserves its right to change the scope of the RFP

considering the size and variety of the requirements and the changing business conditions.

However, considering the changes in requirements of business, the functional requirements

of the CBS branches or Head Office departments will be selected for pilot and future roll out

may undergo a change.

The complete list of systems the CBS needs to interface with is mentioned in section 1.3.8.

The hardware and application should be sized and configured to meet a minimum of 250

TPS, where all the debit and credit legs of the transaction would be considered as a single

transaction along with the 350 concurrent transactions, total number of transactions in a 4

hour window, number of accounts, time taken for End of Day, batch processing and meet

the required response time as expected by the Bank.

Maximum number of sessions connected to the DB through the vendor application should

be 1000.



5.1 Functional Requirements:

This section details the high level functional requirements of the CBS, and the various

features expected.

5.1.1 Customer Management(C)

Code Particulars

C1 Customer Profile Management

C2 Specific Requirement

C3 Group Linkage

5.1.2 Deposits and Accounts (D)

Code Particulars

D1 Common Requirements

D2 Core Requirements Accounts

D3 Core Requirements Term Deposits

D4 Documentation

D5 Standing Instructions

D6 Account Closure

5.1.3 Loans and Advances (A)

Code Particulars

A1 Common Requirements

A2 Core Requirements

Limit Monitoring

Priority Sector Lending / Refinance

Disbursals

Fee Based Disbursals

Prepayment / Closure of Loans

Drawing Power

Monitoring of Loans

Re-Payments

Insurance Details

Inspection



5.1.4 Clearing & Settlements (S)

Code Particulars

S2 Core Requirements – Outward Clearing

S3 Core Requirements – Inward Clearing

S4 Remittance

S5 IBC / OBC (Bills)

General Requirements

Billing Masters

Outward Bills / Cheque for Collection

Realization of Cheque sent for Collection

Outward Bills for Collection Register

Inward cheques and bills received for collection

Realisation of Inward bills

Immediate credit of outstation cheques

Inward IBCN (Inter Branch Credit Note)

Outward IBCN

S6 ECS / RTGS / NEFT / IMPS

S7 Reconciliation

5.1.5 General Ledger & Budgeting (L)

Code Particulars

L1 Common Requirements

L2 Core Requirement : Transaction Posting

L3 Core Req : Accounts Receivable and Account Payable

L4 Core Req : Budgeting

5.1.6 Teller / Cashier Operations

Code Particulars

H1 Common Requirements

H2 Teller / Cashier Operations

H3 Chief / Head Cashier Operations

5.1.7 Locker & Stationary (K)

Code Particulars

K1 Safe Custody Facility

K2 Lockers

K3 Dead Stock

K4 Stationary



5.1.8 TRADE FINANCE (T)

Code Particulars

T1 Cheque / Draft Purchase

T2 Realization of Cheque Purchase

T3 Bills for Discounting

T4 Realization of Bills Discounting

T5 Advance against Bills in Course of Collection

T6 Supply Bills Purchased

T7 Bills realizations

T8 Bank Guarantee

T9 Letter of Credit

5.1.9 Treasury & Forex (F) solutions for the activities as approved for AD category II

Code Particulars

F1 Common Requirements

F2 Core Requirements – Money Markets

F3 Core Requirements – Treasury Securities

F4 Core Requirements - Risk Management

5.1.10 Microfinance (I)

Code Particulars

I Common Requirements

Interfaces to the HHD as identified by the bank

Transfer of details to and for form HHD to CBS etc

• Group Administration o Group Creation / Modification o Group Inquiry o Transfer Group (within branch/service centre, from one centre to another) o Transfer Group from one centre to another o Group Collection • Financial Inclusion Customer o Customer Creation o Customer Authorization • Asset Transactions o Loan Creation with Group o Loan Creation with Individual o Loan Authorization o Loan Repayments (Single or all borrowers in group) o Loan Closure o Reversal in case of wrong collection/ disbursement o Credit Bureau Checks



• Financial Inclusion Transaction o Withdrawal o Deposit o Balance Enquiry o Fund Transfer o Mini Statements

5.1.11 Customer Relationship Management (CRM) - E

Code Particulars

E1 Common Requirements

E2 Membership Management

5.1.12 Common Requirements & ABB (G)

Code Particulars

G1 Requirements

G2 Access Control

G3 Signature Verification

G4 Interest Calculation, Fees and Charges

Fees, Interest and Charges

Interest Calculation

Interest Accrual / application

G5 Income Tax, Service Tax, Professional Tax etc..

G6 Tax Deduction at Source (TDS)

G7 Product Accounting

G8 Batch Updates

G9 ABB

G10 Utility Agency Module

G11 SMS Banking

5.1.13 MIS & Report (M)

Code Particulars

M1 Common Requirements

M2 Customer Management Reports

M3 Deposits and Accounts Reports

M4 Reports and Inquiries – Advances and Loans

M5 Clearing and Settlement Reports

M6 GL Reports

M7 Teller Operations Reports

M8 Locker and Stationary Reports

M9 Trade Finance - Reports

M10 Microfinance Reports

M11 Treasury Reports



M12 Access Control Reports

M13 Monitoring Reports

M14 Other C & M Reports

M15 Other Statutory Reports

M16 Management Reports

M17 Membership / Share Holding reports

5.1.14 Alerts (B)

Code Particulars

B1 Common Alerts

B2 Customer Management Alerts

B3 Deposit and Account – Alerts

B4 Advances & Loans – Alerts

B5 Clearing and Settlement – Alerts

B6 GL – Alerts

B7 Trade Finance – Alerts

B8 Treasury - Alerts

5.1.15 Interface / Integration (J)

Code Particulars

J1 Common Requirements

J2 Customer Management

J3 Advances & Loans

J4 GL

J5 Teller Operations

J6 Trade Finance

J7 Treasury and Forex

5.2 Non Functional Requirements 5.2.1 Technical Requirements (N)

Code Particulars

N1 Application Requirements

N2 Database Requirements

N3 Hardware and Operating System

N4 Backup

N5 User Interface

N6 Mail Messaging

N7 Document Security

N8 General Requirements

N9 Interfaces



N10 Web Server

N11 Application Server

N12 Audit Trails

N13 Data Consistency Control

N14 Parameterization Requirements

N15 Reporting Features

5.2.3 Other Requirements (N)

Code Particulars

N16 DRC Requirements

N17 Reporting

N18 Training

N19 Helpdesk

The details of the above requirements are clearly stated in the Annexure – E Please Note: It is vendor’s responsibility to provide for all required modules / services as mentioned in this RFP. 5.3 Other Application Requirements The vendor is expected to recommend a suitable CRM, BI & Data Analysis product, listing all the available features. 5.4 Data Migration / Archiving Entire data pertaining to all customers, accounts and bank should be migrated to the proposed solution for all the branches and Head Office departments without any data loses. The past data availability in new application is vital from bank’s business perspective and will have legal obligations for any data loses. Migrate all outstanding entries from the existing system to the new CBS application for the identified general ledger and profit and loss heads for future reconciliations. In the CBS environment, the Bank wants to keep 60 months of data before archiving or purging the data. The vendor will have to provide Data Migration & Data Archiving approach & strategy as part of response to this RFP.



Data Migration

The Vendor will be responsible for successful data migration from the legacy systems to the new environment for all branches and Head Office departments. It is the Vendor’s responsibility to liaise with the existing system Vendors for the purpose of data mapping and extraction in whatever formats the Vendor wants the data.

The bank will not bear any additional cost for data migration, nor will be responsible for the same.

The Vendor will be responsible for formulating the “Data Migration Strategy” and process documents which will have to be reviewed and signed – off by the Bank prior to commencement of the data migration exercise. The Vendor would need to factor all effort to liaise, interact, develop tools, correspond etc. with the legacy system Vendors to obtain the data as desired by the CBS solution.

The Vendor will give the Bank adequate time to review and sign – off the Data Migration Strategy and process documents.

The bank will verify and sign off the data migration tool provided by the vendor. Only upon successful run and sign off, the vendor shall carry out the actual migration.

All comments and suggestions of the Bank must be incorporated in the data migration strategy and process documents before obtaining sign – off.

It will be the responsibility of the Vendor to ensure complete data cleaning and validation for all data migrated from the legacy systems to the new application.

5.5 Interfaces: 5.5.1 The Vendor will be responsible for identifying the detailed interface requirements for integrating the proposed packages to the systems, as mentioned in Section 1.3.8 5.5.2 The Vendor will present to the Bank the interface requirements for review. 5.5.3 The Vendor will give the Bank adequate time to review the interface requirements. 5.5.4 Any suggestions from the Bank will have to be included by the Vendor. 5.5.5 The Vendor will be responsible for developing, testing and maintaining the interfaces. In case of any subsequent change, modification or alteration to the Banks existing application software packages, the Bank will obtain the API for such existing application and provide the same to the Vendor for interface. 5.5.6 The Vendor will ensure and incorporate all necessary security and control features within the application, operating system, database, network etc. so as to maintain integrity and confidentiality of data at all times. 5.5.7 The Vendor will be responsible for setting up the test environment for interface testing.



5.6 Requirement Specifications Study 5.6.1 The Vendor will conduct a detailed analysis of the CBS requirements (Functional /Technical) and other application requirements provided in the RFP Document. 5.6.2 The vendor will have to submit detailed analysis of the CBS requirements (Functional /Technical) and must also include all the areas where the vendor is suggesting any different solution, workaround. If the work-around involves re-alignment of a business process the re-aligned process should be included in the analysis. 5.6.3 The vendor is expected to prepare detailed documentation, presentation, workflows for the business processes affected due to implementation of CBS and other Applications implemented by the Vendor. 5.6.4 The Vendor shall provide the analysis document to the Bank for review and comment and any comments or suggestions of Bank will be incorporated therein. 5.6.5 The Bank will identify the functional heads for each process who would be responsible for the review, comments and sign – off of the analysis document 5.6.6 The analysis will deem to be completed when signed – off from the Bank. 5.7 Gap Identification and Resolution 5.7.1 The Vendor will be responsible for gap identification and resolution so as to:

Provide all functionalities as mentioned in the functional, technical RFP; and

Provide all functionalities as mentioned in the detailed vendor’s analysis and proposed.

5.7.2 The Vendor will provide the Bank with the gap identification report along with the necessary solutions to overcome the gaps and the time frames. 5.7.3 The Vendor will ensure that all gaps identified at the time of system testing will be immediately resolved. 5.7.4 The Vendor will ensure that gaps pointed out by the audit and inspection team, statutory and regulatory bodies, or any other third party agency engaged by the Bank will be immediately resolved. 5.7.5 The Vendor shall resolve gaps by proposing a suitable work around or customizing the proposed solution by way of modifications / enhancements, as necessary, to the proposed software solution. 5.7.6 The Vendor shall provide all statutory, regulatory and adhoc MIS (Management Information System) and EIS (Executive Information System) reports as required by the Bank in the desired format during the initial phase of customization process.



5.7.7 The Vendor shall provide for all subsequent changes to reports as suggested by the statutory and regulatory bodies from time to time immediately to the Bank at no additional cost to the Bank. 5.7.8 The Vendor shall provide for a flexible report writer utility and train the Bank personnel in using the same. 5.7.9 The Vendor will give adequate time to the Bank for reviewing the gap report. 5.7.10 The Vendor will incorporate all the suggestions made by the Bank to the gap report. 5.7.11 The Vendor will ensure that they have the necessary infrastructure and people in place to resolve all the gaps within the time lines agreed, for the implementation and roll out. Vendor can visit the Primary Site of the Bank to assess the technical specifications in all respect before submission of the proposal with prior permission of the authorized official of the Bank. 5.7.12 The cost of all customisations as mentioned above is required to be included in the Price Quote and the Bank will not make any additional costs for such effort till all the locations are live. While costing the customisation effort required, the Vendor should exclude the effort required from the Bank side. 5.8 Training 5.8.1 The Vendor will be responsible for training the Bank employees in the areas of application / database / user / security management, error handling etc. The vendor needs to provide a comprehensive training methodology document and the training should at least cover the following areas:

Database Management;

Application Management;

User Management;

Application Security Management

Backup & Recovery Operation & management;

Help Desk Management; 5.8.2 The training setup at the data centre should be for minimum 50 concurrent users. The Bank expects the training environment to be available to the Bank at all times, for the purpose of training. 5.8.3 The Vendor will be responsible to train all users in the proposed branches/Head Office departments as identified by the Bank. There will be no limit on the number of these employees to be trained or the number and size of the batches to be conducted. The training will be held at the Bank respective branches /Head Office or at the training centres as required by the Bank.



The Vendor is expected to conduct an Executive Awareness Program for the senior level management team of the Bank. The Vendor is expected to train 50 Bank personnel for train the trainers. The batch size for train the trainers should be 25 5.8.4 The Bank expects the Vendor to set up the required solutions (including the client desktops) at the training server at DC and various training centre(s) of the Bank for the purpose of training. The Bank shall not pay any additional amounts to the Vendor for the purpose of creating the training environment at the DC and Bank training centres. 5.8.5 The Vendor will be responsible for imparting the required training to the branch personnel prior to the implementation & roll out in the Branch(es). 5.8.6 The Vendor will be responsible for preparing, circulating and collecting training feedback forms from the participants. 5.8.7 The feedback forms will be prepared by the Vendors, reviewed and given to the Bank. The changes, if any, suggested by the Bank or its consultants, should be incorporated and implemented by the Vendor. 5.8.8 The Vendor will impart training to all the end users on the CBS application prior to the Branch going live and onsite support for at least 3 days is to be ensured by the representatives of the Vendor / Bank will take a decision whether the support to be given by the trainers depends on their understanding of the product and its related modules. However, the vendor has to propose the line item in the commercials for onsite support. 5.8.9 The Vendor will be responsible for providing the users with the requisite training material in both hard and soft copies at least for the core team / implementation training, technical training, end user training and train the trainers. The onus of preparing the training material will be on the Vendor. 5.8.10 The Vendor will provide a detailed training methodology & schedule to the Bank for review and sign – off prior to commencement of the training. A proposed training schedule is given below in section 5.8.13 5.8.11 The Vendor will be responsible for providing ongoing training at defined intervals to the identified Bank personnel. 5.8.12 The Vendor at no point should entrust the responsibility of training the users to the Bank employees, however the Vendor can request for any assistance from the Bank employees to impart training to other users.



5.8.13 The proposed training schedule is:

SL No

Training Type No of Trainees Frequency Min. No. of days per batch

1 Executive Awareness 20 Once 3

2 Core IT Team & Technical Users 15 Once 15

3 Train the trainers 50 Once 5

4

Application Customization, Report Generation

10

Once

5

5 Database Management 4 Twice 3

5.9 Testing 5.9.1 The vendor will have to perform unit testing (UT) and System Integration Testing (SIT) of the complete CBS application/ other proposed application and get Bank’s sign off before deploying the code in UAT environment. 5.9.2 The Bank proposes to conduct a “User Acceptance Test” (“UAT”) for the purpose of ensuring that all the functionality requested for by the Bank are available and is functioning accurately. The UAT would be carried out for the CBS / other proposed application and all other third party software being offered by the Vendor or used presently by the bank. 5.9.3 The Vendor will convey to the Bank that all the customizations that are required to “Go Live”, as agreed upon and signed off by the Bank are completed and the solution is ready for testing. 5.9.4 The Vendor will set up a SIT /UAT test server, to accommodate a minimum of 50 concurrent users, which shall support simultaneous data migration testing and install the Applications including the customisations, parameterise it as per Bank requirement and upload live data of a sample branch in the test server. 5.9.5 The Bank expects the SIT /UAT test environment to be available to the Bank at all times, for the purpose of testing. 5.9.6 The Vendor will install client version of the solution on the PCs‟ provided by the Bank. It will be the Vendor’s responsibility to establish connectivity of these test PCs to the Test server for facilitating UAT. 5.9.7 The Vendor will assist the Bank in preparing test cases including test data. 5.9.8 The Vendor will assist the Bank in conducting all the tests and analysing / comparing the results. Vendor shall provide full time resources conversant in all business areas, for trouble-shooting during the entire UAT process.



5.9.9 Any deviations / discrepancies / errors observed during the testing phase will be formally reported to the Vendor and the Vendor will have to resolve them immediately or within 2 working days. 5.9.10 The Vendor will be responsible for maintaining appropriate program change control and version control for all the modifications / enhancements carried out during the implementation / testing phases. 5.9.11 The Vendor will be responsible for providing and updating system & user documentation as per the modifications. 5.10 Implementation and Roll out The implementation will consist of implementing the proposed CBS and other proposed applications / 3rd party applications in all existing branches and Head Office departments. 5.10.1 The Vendor will be responsible for setting up the live server at the DC. The Vendor will also set-up the server at the DR. 5.10.2 The Vendor will set all the parameters in the Applications as accepted in the test environment. The Vendor shall be responsible for accuracy of the parameters set according to business needs of the Bank. 5.10.3 The Vendor will be responsible to migrate the data from all the branches and Head Office Departments. 5.10.4 The Vendor is required to be present at the branches/Head Office departments selected by the bank for support by vendor and at central locations under migration for the first working week and after the branch has been migrated to the proposed solution for handholding, trouble shooting and hands-on training. 5.10.5 The Vendor representative will be required to be present as and when required by the Bank post roll-out for supporting periodic activities such as monthly/quarterly and year-end activities. 5.10.6 The Vendor will assist the Bank in testing the reports generated using the proposed Application with those generated by the old system during the parallel run. The Vendor personnel will investigate any differences observed in the report generated using legacy system as compared to the report generated from the CBS and initiate corrective action. 5.10.7 In the event of any deviations / discrepancies / errors observed during roll out, the sign off will only be given by the Bank once the deviations / discrepancies / errors reported have been successfully rectified by the Vendor. 5.10.8 The Vendor shall depute relevant personnel to attend and resolve the branch problems immediately as per agreed timeframe based on the severity of the issue.



5.11 External Interface and Integration The Vendor shall ensure that the CBS shall have the capability to directly interface with such new Applications as may be used by the Bank from time to time. Also the CBS solution must provide for such functional features, detailed in section 1.3.8. The vendor will be responsible to providing interface for all the existing 3rd party applications used by the bank and also for any of the third party application in future without charging any commercials. 5.12 Audit Tools The Vendor is expected to provide various audit tools for auditing all the components proposed by the Vendor as part of the solution. These should include:

Tools for Auditing the Operating Systems

Tools for Auditing the Database Systems

Tools for Auditing the Application Systems The Vendor is expected to provide Application audit tools (for example identifying income leakages, DB Tracks, non-compliance to policies and procedures, etc.), as requested by the Bank internal auditors/departments from time to time, within the contract period. 5.12.1 Security - Access Level: Core Banking Application & its related service application Security mechanism shall be implemented by the vendor and all necessary tools / hardware technologies are to be factored by the vendor as a part of the proposal. Vendor shall also implement the audit compliance tools and technologies to ensure the clear visibility of compliance issues in terms of Application, its related modules, servers etc., The appropriate solution is to be suggested & factored by the Vendor as a part of the proposal. The solution shall be equipped with Access controls mechanisms at user level, database and application system levels.



5.13. Change Management As part of change management, Vendor shall: a. Accept and enter authorized change requests into an information data base for the purpose of tracking changes to the environment; and for every change affecting the entire environment Vendor shall assess the necessity and impact of the proposed change on performance, connectivity and overall operation. b. In conjunction with the Bank, develop acceptance test criteria and test the change. c. Work with the Bank to resolve any acceptance test issues. d. Schedule/manage testing and implementation of the change, including Communication to and coordination with other affected functions in accordance with the Change Management Procedures to be agreed with the Bank. e. With assistance from the Bank, verify the successful implementation of the change; and in respect of remote management the Vendor shall install, configure, customize and test Server hardware and software required to provide remote management services, if required,

f. Visit remote designated locations to perform management tasks in accordance with the mutually agreed to schedule set forth in the Procedures Manual, Provide required support procedures. 5.14 Vendor Performance Metrics & Management: Vendor performance will be monitored and recorded as necessary over the duration of the contract with respect to satisfactory fulfilment of all contractual obligations. Performance assessments may comprise of:

Compliance with service levels;

Availability of services within established timelines; and

Escalation Matrix.



6. Terms and Conditions 6.1 General 6.1.1 These terms and conditions are applicable to the whole RFP document and are required to be complied by all prospective vendors. The non-compliance of any of the RFP terms should be highlighted clearly while responding to this RFP with proper justification. 6.1.2 The Vendor will be the single point of contact for the Bank with regards to this RFP and the Vendor will be responsible for End to End implementation and support. The Vendor will deal with its authorized partners / System Integrator (SI) for any additional support. Bank shall correspond to the vendor only and there will not be any compulsion on the Bank to coordinate with vendor’s authorized partners. 6.1.3 The bank can consult any other 3rd party vendor for any work related to this RFP without any intimation or consultation with selected vendor /vendors as and when required during this project. Moreover, Bank may at its own discretion can appoint consultant for implementation monitoring and successful rollout of the solution. 6.1.4 If there are any changes to this RFP document the Bank will communicate in writing with the shortlisted vendors, without which the Vendor responses should not incorporate any changes based on any assumptions. 6.1.5 The bank is not liable to place single order with the single selected vendor for this work of contract. 6.1.6 The RFP will be the governing document for arrangement between the Bank and the Vendors till any other specific agreement is signed between the bank and the Vendor. 6.1.7 All responses (commercial and technical) would be deemed to be irrevocable offers/proposals from the vendors and may if accepted by the Bank form part of the final contract between the Bank and the selected Vendor. Vendors are requested to attach a letter from an authorized signatory attesting the veracity of information provided in the responses. Unsigned responses would be treated as incomplete and are liable to be rejected. 6.1.8 Any technical or commercial offer, submitted cannot be withdrawn / modified after the last date for submission of the response unless specifically permitted by the Bank. In case, due to unavoidable circumstances, the Bank do not award the contract within 180 days from the last date of the submission of the response, and there is a possibility to award the same within a short duration, the Vendor would have the choice to maintain the Bank Guarantee / security with the Bank or to withdraw the offer and obtain the Bank Guarantee / security provided. 6.1.9 The Vendor may modify or withdraw its offer after submission, provided that, the Bank, and prior to the closing date and time receives a written notice of the modification or



withdrawal prescribed for submission of offers. No offer can be modified or withdrawn by the Vendor subsequent to the closing date and time for submission of the offers. 6.1.10 The Vendors are required to quote for all the components (mandatory/optional) mentioned in the Section 2.3 “Project Scope” and Section 5 of this document. In case any Vendor does not quote for any of the components, the response would be deemed to include the quote for such unquoted components/ requirements. 6.1.11 It is mandatory to submit all the information in the formats given in Annexure /Appendices, given along with this document duly filled in, along with the offer. The Bank reserve the right not to allow / permit changes in the specifications and not to evaluate the offer in case of non- submission of any information in the required format or partial submission of information. 6.1.12 Based on the Bank’s requirement as listed in this document, the Vendor should identify all the best suited solutions available with the vendor that would meet the requirement and quote for the same. 6.1.13 In case the Vendor quotes for more than one solution (for example one quote for software x and y and another quote for software x and z) he should provide the reasons for recommendation along with % of banks requirements supported by each solution. 6.1.14 The Bank is not responsible for any assumptions or judgments made by the vendors for arriving at any type of sizing or costing. The Bank at all times will benchmark the performance of the Vendor to the RFP documents circulated to the vendors and the expected service levels as mentioned in these documents. In the event of any deviations from the requirements of these documents, the Vendor must make good the same at no extra costs to the Bank in order to achieve the desired service levels as well as meeting the requirements of these documents. The Bank shall not be responsible for any assumptions made by the Vendor. The Bank’s interpretation will be final. 6.1.15 The vendor should not furnish any alternative price for a single solution. 6.1.16 The vendor should include All out of pocket expenses, travelling, boarding and lodging expenses for the entire life of the contract should be a part of the financial quote submitted by the Vendor to the Bank. No extra costs on account of any items or services or by way of any out of pocket expenses, including travel, boarding and lodging etc. will be payable by the Bank. The Vendor will not take the plea of omitting any charges or costs and later lodge a claim on the Bank for the same. 6.1.17 The Vendor at no point of time can excuse themselves from any claims made by the Bank whatsoever for their deviations in confirming to the terms and conditions, payments schedules, time frame for implementation etc. as mentioned in the RFP documents circulated by the Bank. Vendor shall be fully responsible for deviations to the terms & conditions, project schedule etc. as proposed in the RFP.



6.1.18 The Bank intends that the contract, which is contemplated herein with the Vendor, shall be for a period of Five years post completion of roll out. 6.1.19 The Vendor shall procure and provide an exclusive, non-transferable, perpetual license to the Bank for all the software to be provided as a part of this project. The Bank can use the software at any of their branches, Head Office departments and locations without restriction and use of software by service providers on behalf of the Bank would be considered as use thereof by the Bank and the software should be assignable / transferable to any successor entity of the Bank. The license shall specifically include right. 6.1.19.1 To Use. (i) to use the executable code version of the Software and all Enhancements, Updates and New Versions made available from time to time solely for business operations of the Bank; (ii) to use the Program Documentation for purposes of installing or operating the Programs and supporting the use of the Software by the Bank; (iii) to use the technical Training Materials for purposes of supporting Users. 6.1.19.2 To Copy. (i) to copy the Software that operates on server systems to support the maximum number of Users (ii) to make additional copies of the Program Material for archival, emergency back-up, testing, or disaster recovery purposes; and (iii) to copy the Program Documentation to support its Users. 6.1.19.3 To work as interface: (i) to work with other Application Software packages at the Bank as interface; (ii) to allow other application software packages at the Bank to work as interfaces to the Software. If such interfacing requires any modification or change to the Software, such modification or change has to be carried out by the Vendor free of any additional License charge or fees or expenses. 6.1.20 The Bank reserves the right to audit application provided by the Vendor via external agencies. It would be the Vendor’s responsibility to include the recommendations (if any) of the audit agency in their solution at no extra cost. Any Statutory requirements or amendments directed by the Government, RBI and any other regulatory body must be incorporated in all the softwares provided by the Vendor under Warranty/AMC etc. at no extra cost. 6.1.21 The Bank has rights to accept /reject/ modify the customization marking and same should be acceptable to the vendor. 6.1.22 The Vendor shall take up all such functionality as required by the Bank on a priority basis even though the Vendor is supposed to provide for the same at a later date as per its response and till such time the functionality is not provided for the Vendor will suggest a suitable workaround for the same. The Bank will not pay the Vendor any additional charges for such customization requests. The workaround provided by the vendor may be acceptable to the Bank as a temporary solution but the Bank may still insist on a particular functionality to be made available as a regular feature of the software in which case the Bank shall decide the priority.



6.2 Price/ quotes 6.2.1 The prices quoted by the Vendor shall include all costs such as, taxes, levies, cess, excise and custom duties, installation, etc. that need to be incurred. The prices quoted will also include transportation to respective sites, insurance till supervision, commissioning and final acceptance by the Bank. 6.2.2 The price payable to the Vendor shall be inclusive of carrying out any modifications changes / upgrades to the CBS or other software that is required to be made in order to comply with any statutory or regulatory requirements or any industry-wide changes arising during the subsistence of this agreement, and the Bank shall not pay any additional cost for the same. 6.2.3 In case of any variation (upward or down ward) in Government levies / taxes / cess / excise / custom duty etc. up-to the date of invoice, the benefit or burden of the same shall be passed on or adjusted to the Bank. If the Vendor makes any conditional or vague offers, without conforming to these guidelines, the Bank will treat the prices quoted as in conformity with these guidelines and proceed accordingly. Necessary documentary evidence should be produced for having paid the customs / excise duty, sales tax, if applicable, and or other applicable levies. “Variation” would also include the introduction of any new tax /cess /excise. 6.2.4 Terms of payment as indicated in the Purchase Contract that will be issued by the Bank on the selected Vendor will be final and binding on the Vendor and no interest will be payable by the Bank on outstanding amounts under any circumstances. If there are any clauses in the Invoice contrary to the terms of the Purchase Contract, the Vendor should give a declaration on the face of the Invoice or by a separate letter explicitly stating as follows “Clauses, if any contained in the Invoice which are contrary to the terms contained in the Purchase Contract will not hold good against the Bank and that the Invoice would be governed by the terms contained in the Contract concluded between the Bank and the Vendor”. Vendor should ensure that the project should not suffer for any reason. 6.3 Price Comparisons 6.3.1 The Bank will consider the Total Cost of Ownership (TCO) over a 5 year period. The cost of the additional new branches/Head Office department to be included as part of the TCO The roll out plan of which would be shared at a later time but would be undertaken within the tenure of 5 years of the project. 6.3.2 The Vendor is not entitled to a longer period for delivery on the pretext of seeking approval from the Bank for any change in configuration or enhancement with respect to the hardware infrastructure sizing proposed in the vendor response to the RFP.



6.4 Security / Bank Guarantee 6.4.1 Vendors are required to give a Security / Bank guarantee for INR 5,00,000.00 (INR Five lakhs) by way of Financial Bank Guarantee/Demand Draft/Pay Order, payable to “ A.P. Mahesh Cooperative Urban Bank Ltd.” 6.4.2 The amount of bank guarantee would be invoked at the sole discretion of the bank: In case the Vendor refuses to accept and sign the contract as specified in this document; or In case the Vendor fails to provide the Bank guarantee within 10 days from the date of placing the order by the Bank. 6.4.4 The project will be deemed to be completed only when all the solutions and items contracted by the Bank are delivered in good condition, installed, implemented, tested and accepted along with the associated documentation and training provided to banks employees; as per the requirements of the contract executed between the Bank and the vendor. 6.4.5 Responses to this RFP should not be construed as an obligation on the part of the Bank to award a purchase contract for any services or combination of services. Failure of the Bank to select a Vendor shall not result in any claim whatsoever against the Bank and the Bank reserve the right to reject any or all offers in part or in full, without assigning any reason whatsoever. 6.4.6 By submitting a proposal, the Vendor agrees to promptly contract with the Bank for any work awarded to the Vendor. Failure on the part of the awarded Vendor to execute a valid contract with the Bank will relieve the Bank of any obligation to the Vendor, and another Vendor may be selected. 6.4.7 Any additional or different terms and conditions proposed by the Vendor would stand rejected unless expressly assented to in writing by the Bank. 6.4.8 The Vendor must strictly adhere to the delivery dates or lead times identified in their proposal. Failure to meet these delivery dates, unless it is due to reasons entirely attributable to the Bank, may constitute a material breach of the Vendor’s performance. In the event that the Bank is forced to cancel an awarded contract (relative to this RFP) due to the Vendor’s inability to meet the established delivery dates, that Vendor will be responsible for any re-procurement costs suffered by the Bank. The liability in such an event would be limited to the equal amount actually spent by the Bank for procuring similar deliverables and services including the tax and any additional shipment charges. 6.4.9 The Vendor represents and acknowledges to the Bank that it possesses necessary experience, expertise and ability to undertake and fulfil its obligations, under all phases involved in the performance of the provisions of this RFP. The Vendor represents that all software to be supplied in response to this RFP shall meet the proposed Vendor solution requirements. The Vendor shall be required to independently arrive at a solution, which is suitable for the Bank, after taking into consideration the effort estimated for implementation of the same. If any services, functions or responsibilities not specifically



described in this RFP are an inherent, necessary or customary part of the deliverables or services and are required for proper performance or provision of the deliverables or services in accordance with this RFP, they shall be deemed to be included within the scope of the deliverables or services, as if such services, functions or responsibilities were specifically required and described in this RFP and shall be provided by the Vendor at no additional cost to the Bank. 6.4.10 The Vendor also acknowledges that the Bank rely on this statement of fact, therefore neither accepting responsibility for, nor relieving the Vendor of responsibility for the performance of all provisions and terms and conditions of this RFP, the Bank expect the Vendor to fulfil all the terms and conditions of this RFP. 6.4.11 The Vendor represents that the proposed software solution and its documentation and/or use of the same by the Bank shall not violate or infringe the rights of any third party or the laws, regulations, decision or order of any governmental or judicial authority. The Vendor further represents that the documentation to be provided to the Bank shall contain a complete and accurate description of the software and services (as applicable), and shall be prepared and maintained in accordance with the highest industry standards. The Vendor represents and undertakes to obtain and maintain validity throughout the project, of all appropriate registrations permissions and approvals, which are statutorily required to be obtained by the Vendor for performance of the obligations of the Vendor. The Vendor further undertakes to inform and assist the Bank for procuring any registrations, permissions or approvals, which may at any time during the Contract Period be statutorily required to be obtained by the Bank for availing services from the Vendor. 6.4.12 All terms and conditions, payments schedules, time frame for implementation, expected service levels as per this RFP will remain unchanged unless explicitly communicated by the Bank in writing to the Vendor. The Bank shall not be responsible for any judgments made by the Vendor with respect to any aspect of the Assignment. The Vendor shall at no point be entitled to excuse themselves from any claims by the Bank whatsoever for their deviations in conforming to the terms and conditions, payments schedules, expected service levels, time frame for implementation etc. as mentioned in this RFP. 6.4.13 The Bank and the Vendor covenants and represents the following: 6.4.13.1 A. P. Mahesh Cooperative Urban Bank Ltd. is incorporated as per the Multi-State Co-operative Societies Act and License given by RBI. 6.4.13.2 The Vendor is duly incorporated, validly existing and in good standing under as per the laws of the State /Central Government in which such Party is incorporated. 6.4.13.3 It has the corporate power and authority to enter into Agreements and perform its obligations there under. The execution, delivery and performance of terms and conditions under Agreements by such Party and the performance of its obligations there under are duly authorized and approved by all necessary action and no other action on the part of such Party is necessary to authorize the execution, delivery and performance under an Agreement.



6.4.13.4 The execution, delivery and performance under an Agreement by such Party: a. Will not violate or contravene any provision of its documents of incorporation; b. Will not violate or contravene any law, statute, rule, regulation, licensing requirement, order, writ, injunction or decree of any court, governmental instrumentality or other regulatory, governmental or public body, agency or authority by which it is bound or by which any of its properties or assets are bound; c. Except to the extent that the same have been duly and properly completed or obtained, will not require any filing with, or permit, consent or approval of or license from, or the giving of any notice to, any court, governmental instrumentality or other regulatory, governmental or public body, agency or authority, joint venture party, or any other entity or person whatsoever; d. To the best of its knowledge, after reasonable investigation, no representation or warranty by such Party in this Agreement, and no document furnished or to be furnished to the other Party to this Agreement, or in connection herewith or with the transactions contemplated hereby, contains or will contain any untrue or misleading statement or omits or will omit any fact necessary to make the statements contained herein or therein, in light of the circumstances under which made, not misleading. There have been no events or transactions, or facts or information which has come to, or upon reasonable diligence, should have come to the attention of such Party and which have not been disclosed herein or in a schedule hereto, having a direct impact on the transactions contemplated hereunder. 6.4.13.5 The Vendor undertakes to provide appropriate human as well as other resources required, to execute the various tasks assigned as part of the project, from time to time. 6.4.13.6 Bank shall not be held liable for costs incurred during any negotiations on proposals or proposed contracts or for any work performed in connection therewith.

6.5 Changes to the RFP 6.5.1 This RFP may undergo change by either additions or deletions or modifications before the actual award of the contract by the Bank. The Bank also reserves the right to change any terms and conditions of the RFP and its subsequent addendums, as it deems necessary at its sole discretion. The Bank will inform all final short listed vendors about changes, if any. 6.5.2 The Bank may revise any part of the RFP, by providing a written addendum to all the short-listed vendors till the award of the contract. The Bank reserves the right to issue revisions to this RFP at any time before the award date. 6.5.3 The Bank reserves the right to extend the dates for submission of responses to this document.



6.5.4 Product Benchmark Certificate – It is mandatory for the Vendor to submit a copy of the certified benchmark results for the purpose of this project, incorporating the proposed technology architecture and estimated capacity of the solution offered in meeting the Bank’s requirements with consideration for future scalability. Non-availability of certification may lead to disqualification from the further evaluation process. 6.5.5 Preliminary Scrutiny – The Bank will scrutinize the offers to determine whether they are complete, whether any errors have been made in the offer, whether required technical documentation has been furnished, whether the documents have been properly signed, and whether items are quoted as per the schedule. The Bank may, at its discretion, waive any minor non-conformity or any minor deficiency in an offer. This shall be binding on all vendors and the Bank reserve the right for such waivers and the Bank decision in the matter will be final. 6.5.6 Clarification of Offers – To assist in the scrutiny, evaluation and comparison of offers, the Bank may, at its discretion, ask some or all vendors for clarification of their offer. The Bank have the right to disqualify the Vendor whose clarification is found not suitable to the proposed project. 6.5.7 No Commitment to Accept Lowest or Any response to this RFP – The Bank shall be under no obligation to accept the lowest or any other offer received in response to this RFP notice and shall be entitled to reject any or all offers including those received late or incomplete offers without assigning any reason whatsoever. 6.5.8 Erasures or Alterations – The offers containing erasures or alterations will not be considered. There should be no hand-written material, corrections or alterations in the offer. 6.5.9 Vendor presentation – Vendors are requested to be prepared to demonstrate the proposed solution, make presentations and arrange for site visits, as part of the final evaluation in accordance with the responses given for the identified requirements, any time after the last date for submissions of responses. The Bank will communicate a date and time to all qualified vendors any time after the last date for submission of responses. 6.5.10 Details of Sub-contracts, as applicable – If required by the Bank, Vendors should provide complete details of any subcontractor/s used for the purpose of this engagement. It is clarified that notwithstanding the use of sub contractors by the Vendor, the Vendor shall be solely responsible for performance of all obligations under the RFP irrespective of the failure or inability of the subcontractor chosen by the Vendor to perform its obligations. The Vendor shall also have the responsibility for payment of all dues and contributions, as applicable, towards statutory benefits for its employees and of sub-contractors. 6.5.11 The Vendor is responsible for managing the activities of its personnel or the personnel of its subcontractors/franchisees and will be accountable for omission and commission of both. The Vendor shall be vicariously liable for any acts, deeds or things done by their employees, agents, contractors, subcontractors etc. which is outside the scope of power vested or instructions issued by the Bank.



6.5.12 Vendor shall be the principal employer of the employees, agents, contractors, subcontractors etc. engaged by Vendor and shall be vicariously liable for all the acts, deeds or things, whether the same is within the scope of power or outside the scope of power, vested under the purchase contract to be issued for this RFP. 6.5.13 No right of any employment shall accrue or arise, by virtue of engagement of employees, agents, contractors, subcontractors etc. by the Vendor, for any assignment under the purchase contract to be issued for this RFP. All remuneration, claims, wages, dues etc. of such employees, agents, contractors, subcontractors etc. of Vendor shall be paid by Vendor alone and the Bank shall not have any direct or indirect liability or obligation, to pay any charges, claims or wages of any of Vendor’s employee, agents, contractors, and subcontractors irrespective of any law to the contrary. 6.5.14 The Vendor shall hold the Bank, their successors, Assignees and Administrators fully indemnified and harmless against loss or liability, claims actions or proceedings, if any, that may arise from whatsoever nature caused to the Bank through the action of its employees, agents, contractors, subcontractors etc. However, the vendor would be given an opportunity to be heard by the Bank prior to making of a decision in respect of such loss or damage. The Bank shall inform the Vendor all breaches and claims of indemnification and shall grant the Vendor sole authority to defend, manage, negotiate or settle such claims; and make available all reasonable assistance in defending the claims (at the expense of the Vendor). The written demand by the Bank as to the loss / damages mentioned above shall be final, conclusive and binding on the Vendor and Vendor shall be liable to pay on demand the actual amount of such loss / damages caused to the Bank. In respect of demands levied by the Bank on the Vendor towards breaches, claims, etc. the Bank shall provide the Vendor with details of such demand levied by the Bank. For the purposes of above Clauses, the indemnity may be restricted to the areas mentioned, i.e., “claims arising out of employment, non-payment of remuneration and non-provision of statutory benefits by the Vendor to its employees, its agents, contractors and sub contractors.” 6.5.15 However, there is other indemnities such as indemnity for IPR (Intellectual Property Rights) violation, confidentiality breach, etc, that the Vendor is expected to provide as per the RFP. Indemnity would be limited to damages awarded by court, tribunal or other competent authority and shall exclude indirect, consequential and incidental damages. However indemnity would cover damages, loss or liabilities suffered by the Bank arising out of claims made by its customers and/or regulatory authorities. 6.5.16 The Vendor shall procure in the name of the Bank all the required specific software licences for the Bank, its offices and its branches/Head Office departments based on number of CPU’s at the Data Centre and Disaster Recovery Centre and users/number of CPUs‟ at the Bank branches/Head Office departments and offices as the case may be. The Vendor shall provide the licenses for all software being a part of its proposed solution to the Bank.



6.5.17 Vendor shall indemnify, protect and save the Bank from and against all claims, losses, costs, damages, expenses, actions, suits and other proceedings, resulting from infringement of any patent, trade marks, copyrights etc or such other statutory infringements under any laws including the Copyright Act, 1957 or Information Technology Act 2000 in respect of all the software or other systems supplied by them to the Bank from whatsoever source, provided however, (i) the Bank notify the vendor in writing as soon as practicable when the Bank becomes aware of the claim (ii) the vendor has sole control of the defence and all related settlement negotiations (iii) the Bank provides the vendor with the assistance, information and authority reasonably necessary to perform the above and (vi) the Bank does not make any statements or comments or representations about the claim without the prior written consent of the vendor, except where the Bank are required in any court proceeding or by any tribunal or authority/regulator to make a comment/statement/representation. Indemnity would be limited to court awarded damages and shall exclude indirect, consequential and incidental damages. However indemnity would cover damages, loss or liabilities suffered by the Bank arising out of claims made by its customers and/or regulatory authorities. 6.5.18 Technical Inspection and Performance Evaluation - The Bank may choose to carry out a technical inspection/audit and performance evaluation of products offered by the short listed Vendors. The Vendor would permit the Bank or any person / persons appointed by the Bank to observe the technical and performance evaluation / benchmarks carried out by the Vendor. Any expenses (performing the benchmark, travel, stay, etc.) incurred for the same would be borne by the Vendor and under no circumstances the same would be reimbursed to the vendors by the Bank. The final selected Vendor will have to perform a product benchmark at the benchmarking centre as identified by the Vendor in presence of the Bank employees and representatives at no cost to the Bank to demonstrate that the proposed solution provides the required service levels in terms of number of the necessary transactions per second (TPS) of 250 where all the debit and credit legs of the transaction would be considered as a single transaction, along with the 250 concurrent users, total number of transactions in a 4 hour window, number of accounts, time taken for End of Day, batch processing and meet the required response time as expected by the Bank. This benchmark should be carried out on the proposed hardware with the proposed version of the operating system, proposed version of the database system and the proposed version of the application system. The Vendor shall ensure that the solution provided and sized by the Vendors is capable of meeting the Bank’s current and future transaction and business volumes. Empirical evidence of the appropriateness of the server sizing by means of comparison with independently assessed benchmarked data on a similar environment as proposed to the Bank will be mandatory.



Vendors may form a consortium and respond to the RFP however each consortium shall name the Vendor who shall have the single point responsibility for the consortium in their responses. All the terms and conditions of this RFP would be applicable for the consortium.

6.6 Confidentiality Agreement “Confidential Information” means any and all information that is or has been received by the Vendor (“Receiving Party”) from the Bank (“Disclosing Party”) and that: a. relates to the Disclosing Party; and b. is designated by the Disclosing Party as being confidential or is disclosed in circumstances where the Receiving Party would reasonably understand that the disclosed information would be confidential or c. Is prepared or performed by or on behalf of the Disclosing Party by its employees, officers, directors, agents, representatives or consultants. d. Without limiting the generality of the foregoing, Confidential Information shall mean and include any information, data, analysis, compilations, notes, extracts, materials, reports, drawings, designs, specifications, graphs, layouts, plans, charts, studies, memoranda or other documents, or materials relating to the licensed software, the modules, the program documentation, the source codes, the object codes and all enhancements and updates, services, systems processes, ideas, concepts, formulas, methods, know how, trade secrets, designs, research, inventions , techniques, processes, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, business affairs, projects, technology, finances (including revenue projections, cost summaries, pricing formula), clientele, markets, marketing and sales programs, client and customer data, appraisal mechanisms, planning processes etc. or any existing or future plans, forecasts or strategies in respect thereof. e. “Confidential Materials” shall mean all tangible materials containing Confidential Information, including, without limitation, written or printed documents and computer disks or tapes, whether machine or user readable. f. Information disclosed pursuant to this clause will be subject to confidentiality for the term of contract plus two years. g. Nothing contained in this clause shall limit vendor from providing similar services to any third parties or reusing the skills, know-how and experience gained by the employees in providing the services contemplated under this clause, provided further that the vendor shall at no point use the Bank confidential information or Intellectual property. 6.6.1 The Receiving Party shall, at all times regard, preserve, maintain and keep as secret and confidential all Confidential Information and Confidential Materials of the Disclosing Party howsoever obtained and agrees that it shall not, without obtaining the written consent of the Disclosing Party:



6.6.2 In maintaining confidentiality hereunder the Receiving Party on receiving the confidential information and materials agrees and warrants that it shall: 6.6.2.1 Take at least the same degree of care in safeguarding such Confidential Information and materials as it takes for its own confidential information of like importance and such degree of care shall be at least, that which is reasonably calculated to prevent such inadvertent disclosure; 6.6.2.2 Limit access to such Confidential Information and materials to those of its directors, partners, advisers, agents or employees, subcontractors and contractors who are directly involved in the consideration/evaluation of the Confidential Information and bind each of its directors, partners, advisers, agents or employees, sub contractors and contractors so involved to protect the Confidential Information and materials in the manner prescribed in this document; and 6.6.2.3 Upon discovery of any unauthorised disclosure or suspected unauthorised disclosure of Confidential Information, promptly inform the Disclosing Party of such disclosure in writing and immediately return to the Disclosing Party all such Information and materials, in whatsoever form, including any and all copies thereof. 6.6.2.4 Immediately return all written Confidential Information, Confidential materials and all copies thereof provided to, or produced by it or its advisers, as the case may be, which is in Receiving Party’s possession or under its custody and control; 6.6.2.5 To the extent practicable, immediately destroy all analyses, compilations, notes, studies, memoranda or other documents prepared by it or its advisers to the extent that the same contain, reflect or derive from Confidential Information relating to the Disclosing Party; 6.6.2.6 Any disclosure required by law or by any court of competent jurisdiction, the rules and regulations of any recognized stock exchange or any enquiry or investigation by any governmental, statutory or regulatory body which is lawfully entitled to require any such disclosure provided that, so far as it is lawful and practical to do so prior to such disclosure, the Receiving Party shall promptly notify the Disclosing Party of such requirement with a view to providing the Disclosing Party an opportunity to obtain a protective order or to contest the disclosure or otherwise agree to the timing and content of such disclosure. 6.6.2.7 The confidentiality obligations shall survive the expiry or termination of the agreement between the Vendor and the Bank. 6.6.3 This RFP contains information proprietary to the Mahesh Bank. Each recipient is entrusted to maintain its confidentiality. It should be disclosed only to those employees involved in preparing the requested responses. The information contained in the RFP may not be reproduced in whole or in part without the express permission of the Mahesh Bank. Disclosure of any such sensitive information to parties not involved in the supply of contracted services will be treated as breach of trust and could invite legal action. This will also mean termination of the contract and disqualification of the said vendor.



6.6.4 Responses received become the property of the Bank and cannot be returned. Information provided by each Vendor will be held in confidence, and will be used for the sole purpose of evaluating a potential business relationship with the Vendor.

6.7 Delivery and Rights The Vendor, at the time of installation/ customization/ modifications/ updates shall deliver to the Bank required copies of the object code version of the Software and the associated Program Documentation including operation manual and training material with no additional cost. The Program Documentation shall consist of required number of User Manuals per branch/service centre/ office/ extension counter, Data Centre and Disaster Recovery Centre. The program documentation shall be supplied by the Vendor to the Bank both in hard copy form except where hard copies are not available and soft copy form (MS word format and HTML Browser format). The operational manual shall be provided by the Vendor under help menu in the software as dynamic online documentation / help files, wherever applicable. The object code version of the Software, executables and required run-time files shall be on Compact Disc or on any such media as desired by the Bank as may be applicable. The Vendor shall ensure that the software does not infringe third party intellectual property rights. If a third party's claim endangers or disrupts the Bank use of the software, the Vendor shall be required to deal with such matters directly, at no further expense, charge, fees or costs to the Bank. 6.8 Customisation The Vendor shall ensure that the software provided as a part of the Core Banking Project meets all the requirements described in detail in Annexure E - Functional Requirements and to carry out all such customisation or development work as may be required by the Bank at no additional License Charge or Fees or Expenses. The Bank shall be a party to the Functional Specifications requirement sign-off, User acceptance test, User acceptance test sign-off, Installation sign-off and Implementation sign-off. The Vendor shall install and commission the software for customisation and User Acceptance Test as per Project Plan to be agreed with the Bank failing which the Vendor shall be liable to pay the Bank penalty. The Vendor shall provide all tools, testing instruments, drivers etc. required to install and customise and test the software free of any fees or charges or any expenses. The Vendor shall document and submit to the Bank all the testing activities, procedures and results. The Vendor shall be required to ensure that the software provides interfaces to the other application systems at the Bank at no additional cost or fees or charges or expenses.



6.9 Payment Terms The Payment terms shall be decided by the Bank at the time of Finalization of the Order. 6.10 Delivery, Implementation and Rollout The Vendor shall be responsible for delivery; implementation and rollout of all the solutions required under this RFP and also agrees to the time duration specified in mutually agreed roadmap. In the event of Vendor’s failure to deliver and / or implement all required components of a fully functional system (pertaining to the scope of the project) within the stipulated time schedule or by the date extended by the Bank, unless such failure is due to reasons entirely attributable to the Bank, it will be a breach of contract. In such case, the Bank would be entitled to charge a penalty. 6.11 Completeness of the Project The project will be deemed as incomplete if the desired objectives of the project as mentioned in Section 2.2 of this document and the project scope as mentioned in Section 2.3 and Section 5 of this document are not achieved. To be specific, if the system is unable to facilitate the CBS processes supported by various modules, then the implementation will be deemed as incomplete. Vendor has to obtain Project Closure for all the proposed deliverables. 6.12 Acceptance Testing The Bank will carry out the acceptance tests for testing of application software, system software supplied by the Vendor as a part of the Centralized Banking Project. The Vendor shall assist the Bank in all acceptance tests to be carried out by the Bank. The Vendor shall provide the scope of the acceptance tests to the Bank prior to performing the tests. The Bank at its discretion may modify, add or amend the acceptance tests which then will have to be included by the vendor. A detailed acceptance plan will be created within the framework of the RFP terms. The Vendor shall arrange for the tests at the relevant sites in the presence of the officials of the Bank and / or its consultants. The Vendor should ensure that the tests will involve trouble-free operation of the complete system and that there shall not be any additional charges payable by the Bank for carrying out this acceptance test. In case of any discrepancy in software supplied, the Bank reserves the right to terminate the entire agreement in case the Vendor does not rectify the supplied software. In all cases, the vendor shall have the sole responsibility for bearing all additional charges, costs or expenses incurred in correcting, reworking the defective or non-conforming software, unless such failure is shown to the satisfaction of the Bank that it is due to reasons entirely attributable to the Bank.



6.13 Compliance with Laws Compliance with all applicable laws: The Vendor shall undertake to observe, adhere to, abide by, comply with and notify the Bank about all laws in force or as are or as made applicable in future, pertaining to or applicable to them, their business, their employees or their obligations towards them and all purposes of this RFP and shall indemnify, keep indemnified, hold harmless, defend and protect the Bank and their employees/officers/staff/ personnel/representatives/agents from any failure or omission on its part to do so and against all claims or demands of liability and all consequences that may occur or arise for any default or failure on its part to conform or comply with the above and all other statutory obligations arising there from. Compliance in obtaining approvals/permissions/licenses: The Vendor shall promptly and timely obtain all such consents, permissions, approvals, licenses, etc., as may be necessary or required for any of the purposes of this project or for the conduct of their own business under any applicable Law, Government Regulation/Guidelines and shall keep the same valid and in force during the term of the project, and in the event of any failure or omission to do so, shall indemnify, keep indemnified, hold harmless, defend, protect and fully compensate the Bank and their employees/ officers/ staff/ personnel/ representatives/agents from and against all claims or demands or liability and all consequences that may occur or arise for any default or failure on its part to conform or comply with the above and all other statutory obligations arising there from and the Bank will give notice of any such claim or demand of liability within reasonable time to the vendor. This indemnification is only a remedy for the Bank. The Vendor is not absolved from its responsibility of complying with the statutory obligations as specified above. Indemnity would be limited to court or appropriate authority awarded damages and shall exclude indirect, consequential and incidental damages. However indemnity would cover damages, loss or liabilities suffered by the Bank arising out of claims made by its customers and/or regulatory authorities. 6.14 Assignment Bank may assign the Core Banking Project and the solution and services provided therein by the Vendor in whole or as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets. The Bank shall have the right to assign such portion of the facilities management services to any of the sub-contractors, at its sole option, upon the occurrence of the following: (i) Vendor refuses to perform; (ii) Vendor is unable to perform; (iii) termination of the contract with the Vendor for any reason whatsoever; (iv) expiry of the contract. Such right shall be without prejudice to the rights and remedies, which the Bank may have against the Vendor. The assignment envisaged in this scenario is only in certain extreme events such as refusal or inability of the Vendor to perform or termination/expiry of the contract.



6.15 Order Cancellation The Bank reserve its right to cancel the order in the event of one or more of the following situations, that are not occasioned due to reasons solely and directly attributable to the Bank alone: 6.15.1 Delay in customization / implementation / installation beyond the specified period that is agreed in the contract that will be signed with the successful Vendor; 6.15.2 Serious discrepancy in the quality of service / software expected during the implementation, rollout and subsequent maintenance process. 6.15.3 In case of cancellation of order, any payments made by the Bank to the Vendor would necessarily have to be returned to the Bank with interest @ 15% per annum, further the Vendor would also be required to compensate the Bank for any direct loss suffered by the Bank due to the cancellation of the contract and any additional expenditure to be incurred by the Bank to appoint any other Vendor. 6.15.4 Exit Option and Contract Re-Negotiation The Bank reserves the right to cancel the contract in the event of happening one or more of the following events: 6.15.4.1 Failure of the successful vendor to accept the contract and furnish the Performance Guarantee within 10 days of receipt of purchase order; 6.15.4.2 Delay in delivery beyond the specified period; 6.15.4.3 Delay in completing installation / implementation and acceptance tests / checks beyond the specified periods; 6.15.4.4 Serious discrepancy in functionality to be provided or the performance levels agreed upon, which have an impact on the functioning of the Bank. 6.15.5 In addition to the cancellation of purchase contract, Bank reserves the right to appropriate the damages through encashment of Security / Performance Guarantee given by the Vendor. The Bank and the Vendor shall together prepare the Reverse Transition Plan. However, the Bank shall have the sole decision to ascertain whether such Plan has been complied with. Reverse Transition mechanism would typically include service and tasks that are required to be performed / rendered by the Vendor to the Bank or its designee to ensure smooth handover and transitioning of Bank deliverables.



6.16 Indemnity Vendor shall indemnify, protect and save the Bank and hold the Bank harmless from and against all claims, losses, costs, damages, expenses, action suits and other proceedings, (including reasonable attorney fees),relating to or resulting directly or indirectly from A. an act or omission of the Vendor, its employees, its agents, or employees of the consortium in the performance of the services provided by this contract, B. breach of any of the terms of this RFP or breach of any representation or warranty by the Vendor, C. use of the deliverables and or services provided by the Vendor, D. Infringement of any patent, trademarks, copyrights etc. or such other statutory infringements in respect of all components provided to fulfill the scope of this project. Vendor shall further indemnify the Bank against any loss or damage to the Bank premises or property, loss of life, etc., due to the acts of the Vendor‟s employees or representatives. The Vendor shall further indemnify the Bank against any loss or damage arising out of claims of infringement of third-party copyright, patents, or other intellectual property, and third-party claims on the Bank for malfunctioning of the software or deliverables at all points of time, provided however, i. the Bank notify the vendor in writing immediately on becoming aware of such claim, ii. the Vendor has sole control of defence and all related settlement negotiations, iii. the Bank provides the Vendor with the assistance, information and authority reasonably necessary to perform the above, and iv. the Bank does not make any statement or comments or representations about the claim without prior written consent of the Vendor, except under due process of law or order of the court. It is clarified that the vendor shall in no event enter into a settlement, compromise or make any statement (including failure to take appropriate steps) that may be detrimental to the Bank (and/or its customers, users and service providers) rights, interest and reputation. Vendor shall be responsible for any loss of life, etc, due to acts of Vendor’s representatives, and not just arising out of gross negligence or misconduct, etc, as such liabilities pose significant risk. Vendor should take full responsibility for its and its employee’s actions. The vendors should indemnify the Bank (including its employees, directors or representatives) from and against claims, losses, and liabilities arising from: • Non-compliance of the vendor with Laws / Governmental Requirements • IP infringement • Negligence and misconduct of the Vendor, its employees, and agents • Breach of any terms of RFP, Representation or Warranty • Act or omission in performance of service. Indemnity would be limited to court; tribunal or arbitrator awarded damages and shall exclude indirect, consequential and incidental damages. However indemnity would cover damages, loss or liabilities suffered by the Bank arising out of claims made by its customers and/or regulatory authorities.



The vendor shall not indemnify the Bank for i. Any loss of profits, revenue, contracts, or anticipated savings or ii. Any consequential or indirect loss or damage however caused, provided that the claims against customers, users and service providers of the Bank would be considered as a “direct” claim. 6.17 Inspection of Records All Vendor records with respect to any matters covered by this RFP shall be made available to the Bank or its representatives at any time during normal business hours, as often as the Bank deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Said records are subject to examination. Bank auditors would execute confidentiality agreement with the vendor, provided that the auditors would be permitted to submit their findings to the Bank, which would be used by the Bank. The cost of the audit will be borne by the Bank. The scope of such audit would be limited to Service Levels being covered under the contract, and financial information would be excluded from such inspection, which will be subject to the requirements of statutory and regulatory authorities. 6.18 Escrow Mechanism The Bank and the Vendor shall agree to appoint an escrow agent to provide escrow mechanism for the deposit of the source code for the Core Banking software product supplied/procured by the Vendor to the Bank in order to protect its interests in an eventual situation. The Bank and the Vendor shall enter into a tripartite escrow agreement with the designated escrow agent, which will set out, inter alia, the events of the release of the source code and the obligations of the escrow agent. Costs for the Escrow will be borne by the Vendor. As a part of the escrow arrangement, the final selected vendor is also expected to provide a detailed code documentation of the solutions under this RFP which has been duly reviewed by an external independent organisation. 6.19 Publicity Any publicity by the Vendor in which the name of the Bank is to be used should be done only with the explicit written permission of the Bank. 6.20 Solicitation of Employees Both the parties agree not to hire, solicit, or accept solicitation (either directly, indirectly, or through a third party) for their employees directly involved in this contract during the period of the contract and one year thereafter, except as the parties may agree on a case-by-case basis. The parties agree that for the period of the contract and one year thereafter, neither party will cause or permit any of its directors or employees who have knowledge of the agreement to directly or indirectly solicit for employment the key personnel working on the project contemplated in this proposal except with the written consent of the other party. The above restriction would not apply to either party for hiring such key personnel who (i) initiate discussions regarding such employment without any direct or indirect solicitation by



the other party (ii) respond to any public advertisement placed by either party or its affiliates in a publication of general circulation or (iii) has been terminated by a party prior to the commencement of employment discussions with the other party. 6.21 Penalty 6.21.1 The Bank expects the Vendor to complete the scope of the project as mentioned in Section 2.3 & Section 5 of this document. 6.21.2 Inability of the Vendor to meet the timelines as specified would be treated as breach of contract and would invoke the penalty clause. The proposed rate of penalty would be INR 1 Lakh per week of delay or non-compliance, with respect to delay in branch network or core banking roll-out. These are exclusive events. 6.21.3 Inability of the proposed solution (for example software provided by the vendor and non IT infrastructure for example services etc.) to deliver the required functionality at performance levels expected at the specified volumes (including the expected increase in volumes) would result in breach of contract and would invoke the penalty clause. The proposed rate of penalty would be 1 % of the value of affected service or product or both provided such service and product are mutually interdependent, per week of non-compliance to the performance levels, for that particular service or product, subject to an upper limit of 10% of value of affected service or product. The penalty will be subject to an overall cap of 10% of the contract value. Thereafter, the contract may be cancelled and amount paid if any, will be recovered with 0.75% interest per month. 6.21.4 Notwithstanding what is mentioned here-in-above or anywhere else in the RFP, the maximum amount that may be levied by way of penalty shall on no account exceed 10 % of the Total Contract value and the contract value will be determined at the time of contract finalization. 6.22 Sensitive Information Any information considered sensitive must be protected by the Vendor from unauthorized disclosure, modification or access. Types of sensitive information that will be found on Bank systems the Vendor may support or have access to include, but are not limited to: Information subject to special statutory protection, legal actions, disciplinary actions, complaints, IT security, pending cases, civil and criminal investigations, etc. 6.23 Privacy & Security Safeguards The Vendor shall not publish or disclose in any manner, without the Bank prior written consent, the details of any security safeguards designed, developed, or implemented by the Vendor under this contract or existing at any Bank location. The Vendor shall develop procedures and implementation plans to ensure that IT resources leaving the control of the assigned user (such as being reassigned, removed for repair, replaced, or upgraded) are cleared of all Bank data and sensitive application software. The Vendor shall also ensure that all subcontractors who are involved in providing such security safeguards or part of it shall not publish or disclose in any manner, without the Bank prior written consent, the



details of any security safeguards designed, developed, or implemented by the Vendor under this contract or existing at any Bank location. 6.24 Technological Advancements The Vendor shall take reasonable and suitable action, taking into account economic circumstances, at mutually agreed increase / decrease in charges, and the Service Levels, to provide the Services to the Bank at a technological level that will enable the Bank to take advantage of technological advancement in the industry from time to time. 6.25 Intellectual Property Rights Subject to vendor having received the corresponding payment from the Bank, the Bank shall own all Intellectual Property Rights in all software and other materials (excluding any vendor or third party products but including all the relevant modifications, enhancements or customization made thereto) produced exclusively for the Bank by the Vendor pursuant to the project including any adaptations, translations, derivative works and improvements that are developed by the Vendor specifically and exclusively for the Bank, whether protectable as a copyright, trademark, patent, trade secret and design or otherwise. The ownership of all Intellectual Property Rights for any Bank customer information or materials provided to the Vendor by the Bank shall remain vested in the Bank. If a third party's claim endangers or disrupts Bank use of the software provided or procured by the Vendor, the Vendor shall, at the Bank option and at no charge to the Bank, i. obtain a license so that the Bank may continue use of the software; ii. modify the software without affecting the functionality of the software in any manner so as to avoid the infringement; iii. Replace the software with a compatible, functionally equivalent and non-infringing product; or if these options are in the opinion of the Bank commercially unreasonable iv. Refund to the Bank amount paid for the software and bear the incremental costs of procuring functionally equivalent software from a third party, subject to a limit of 20% on the original costs for the software price quoted by the vendor in this RFP. This is after repaying the original amount paid. The Vendor recognizes that the remedies contained herein are in addition to any other remedies and / or claims which may be available to the Bank under this Agreement or under the law. All IPR in “software and other materials” made exclusively for the Bank shall vest with the Bank alone. Material specifically developed by the vendor for the Bank is defined as “Bank Materials”. 6.26 Vendors Liability The Vendors aggregate liability in connection with obligations undertaken as a part of the Core Banking Project regardless of the form or nature of the action giving rise to such liability (whether in contract or otherwise), shall be at actual and limited to the value of the contract. The Vendors liability in case of claims against the Bank resulting from misconduct or gross negligence of the Vendor, its employees and subcontractors or from infringement of patents, trademarks, copyrights or such other Intellectual Property Rights or breach of confidentiality obligations shall be unlimited.



The Bank shall not be held liable for and is absolved of any responsibility or claim/litigation arising out of the use of any third party software or modules supplied by the Vendor as part of this RFP. 6.27 Monitoring & Audit Compliance with security best practices may be monitored by periodic computer security audits performed by or on behalf of the Bank. The periodicity of these audits will be decided at the discretion of the Bank. The vendor has to remediate all discrepancies observer by the auditors at no additional cost to the bank. 6.28 Guarantees Vendor should guarantee that the software and allied components used to service the Bank are licensed and legal. All software must be supplied with their original and complete printed documentation. 6.29 Force Majeure 6.29.1 The Vendor shall not be liable for forfeiture of its performance security, liquidated damages or termination for default, if any to the extent that its delay in performance or other failure to perform its obligations under the contract is the result of an event of Force Majeure. 6.29.2 For purposes of this Clause, "Force Majeure" means an event explicitly beyond the reasonable control of the Vendor and not involving the Vendor's fault or negligence and not foreseeable. Such events may include, Acts of God or of public enemy, acts of Government of India in their sovereign capacity and acts of war. 6.29.3 If a Force Majeure situation arises, the Vendor shall promptly notify the Bank in writing of such conditions and the cause thereof within fifteen calendar days. Unless otherwise directed by the Bank in writing, the Vendor shall continue to perform Vendors obligations under the Contract as far as is reasonably practical, and shall seek all reasonable alternative means for performance not prevented by the Force Majeure event. 6.29.4 In such a case the time for performance shall be extended by a period (s) not less than duration of such delay. If the duration of delay continues beyond a period of three months, the Bank and the Vendor shall hold consultations in an endeavour to find a solution to the problem. 6.30 Resolution of Disputes 6.30.1 The Bank and the supplier Vendor shall make every effort to resolve amicably, by direct informal negotiation between the respective project directors of the Bank and the Vendor, any disagreement or dispute arising between them under or in connection with the contract.



6.30.2 If the Bank project director and Vendor project director are unable to resolve the dispute after thirty days from the commencement of such informal negotiations, they shall immediately refer the dispute to the senior authorized personnel designated by the Vendor and Bank respectively. 6.30.3 If after thirty days from the commencement of such negotiations between the senior authorized personnel designated by the Vendor and Bank, the Bank and the Vendor have been unable to resolve amicably a contract dispute, either party may require that the dispute be referred for resolution through formal arbitration 6.30.4 All questions, disputes or differences arising under and out of, or in connection with the contract or carrying out of the work whether during the progress of the work or after the completion and whether before or after the determination, abandonment or breach of the contract shall be referred to arbitration by a sole Arbitrator: acceptable to both parties OR the number of arbitrators shall be three, with each side to the dispute being entitled to appoint one arbitrator. The two arbitrators appointed by the parties shall appoint a third arbitrator who shall act as the chairman of the proceedings. The award of the Arbitrator shall be final and binding on the parties. The Arbitration and Conciliation Act 1996 or any statutory modification thereof shall apply to the arbitration proceedings and the venue of the arbitration shall be jurisdiction covering Head Office. If a notice has to be sent to either of the parties following the signing of the contract, it has to be in writing and shall be first transmitted by facsimile transmission by postage prepaid registered post with acknowledgement due or by a reputed courier service, in the manner as elected by the Party giving such notice. All notices shall be deemed to have been validly given on : i. the business date immediately after the date of transmission with confirmed answer back, if transmitted by facsimile transmission, or ii. the expiry of five days after posting if sent by registered post with A.D., or iii. the business date of receipt, if sent by courier. 6.30.5 This RFP document shall be governed and construed in accordance with the laws of India. The courts of Mumbai/ Thane alone and no other courts shall be entitled to entertain and try any dispute or matter relating to or arising out of this RFP document. Notwithstanding the above, the Bank shall have the right to initiate appropriate proceedings before any court of appropriate jurisdiction, should it find it expedient to do so. 6.31 Waiver No failure or delay on the part of either party relating to the exercise of any right power privilege or remedy provided under this RFP or subsequent agreement with the other party shall operate as a waiver of such right power privilege or remedy or as a waiver of any preceding or succeeding breach by the other party nor shall any single or partial exercise of any right power privilege or remedy preclude any other or further exercise of such or any



other right power privilege or remedy provided in this RFP all of which are several and cumulative and are not exclusive of each other or of any other rights or remedies otherwise available to either party at law or in equity. 6.32 Violation of terms The Bank clarifies that the Bank shall be entitled to an injunction, restraining order, right for recovery, suit for specific performance or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the Vendor from committing any violation or enforce the performance of the covenants, obligations and representations contained in this RFP. These injunctive remedies are cumulative and are in addition to any other rights and remedies the Bank may have at law or in equity, including without limitation a right for recovery of any amounts and related costs and a right for damages. 6.33 Visitorial Rights The Bank reserves the right to visit any of the Vendor’s premises without prior notice to ensure that data provided by the Bank are not misused.

6.34 Addition/Deletion of Qualified Offerings Both parties agree that the intent of this RFP is to establish an initial set of service offerings. The Bank recognizes that, as the use of these services expands, it is possible that additional services and / or service categories will be needed. In addition, the Bank recognizes that from time to time the software products that are provided as part of Vendor services will be upgraded or replaced as technology evolves. Replacement and / or supplemental software products that meet or exceed the minimum proposal requirements may be added with the prior approval of the Bank. For this purpose, a Change Order Procedure will be followed. Bank may request a change order in the event of actual or anticipated change(s) to the agreed scope of work, services, deliverables and schedules. The Vendor shall prepare a change order reflecting the actual or anticipated change(s) including the impact on deliverables schedule. The Vendor shall carry out such services as required by the Bank at mutually agreed terms and conditions. The Vendor shall agree that the price for incremental offering cannot exceed the original proposed cost and the Bank reserve the right to re-negotiate the price. At the unit rates provided for TCO calculations the Bank have the right to order as much as it wants at those rates. The Vendor shall agree to submit the request to add new services or service categories on its letterhead signed by a representative authorized to bind the organization.



The Bank is under no obligation to honour such requests to add service categories or amend this contract. As a method for reviewing Vendor services and Bank requirements, the Bank will sponsor regular reviews to allow an exchange of requirements and opportunities. All quantities mentioned in this RFP are indicative. The quantities of components to be procured as part of this RFP can be varied by the Bank. This also includes the right to modify the number of branches, Head Office department’s extension counters, offices, training centres etc. 6.35 Termination 6.35.1 The Bank shall be entitled to terminate the agreement with the Vendor at any time by giving ninety (90) days prior written notice to the Vendor. 6.35.2 The Bank shall be entitled to terminate the agreement at any time by giving notice if: a. The Vendor breaches its obligations under the RFP or the subsequent agreement then the vendor gets 15 days as cure period from the Bank. If not cured within this time, the Bank holds the rights to initiate termination. b. The Vendor (i) has a winding up order made against it; or (ii) has a receiver appointed over all or substantial assets; or (iii) is or becomes unable to pay its debts as they become due; or (iv) enters into any arrangement or composition with or for the benefit of its creditors; or (v) passes a resolution for its voluntary winding up or dissolution or if it is dissolved. 6.35.3 The vendor shall have right to terminate only in the event of winding up of the Bank. 6.36 Effect of termination 6.36.1 The Vendor agrees that it shall not be relieved of its obligations under the reverse transition mechanism notwithstanding the termination of the assignment. Reverse Transition mechanism would typically include service and tasks that are required to be performed / rendered by the Vendor to the Bank or its designee to ensure smooth handover and transitioning of Bank deliverables. Same terms (including payment terms) which were applicable during the term of the contract should be applicable for reverse transition services 6.36.2 The Vendor agrees that after completion of the Term or upon earlier termination of the assignment the Vendor shall, if required by the Bank, continue to provide maintenance services to the Bank at no less favourable terms than those contained in this RFP. In case the Bank wants to continue with the Vendor's services after the completion of this contract then the Vendor shall offer the same or better terms to the Bank. Unless mutually agreed, the rates shall remain firm. 6.36.3 The Bank shall make such pro-rated payment for services rendered by the Vendor and accepted by the Bank at the sole discretion of the Bank in the event of termination,



provided that the vendor is in compliance with its obligations till such date. However, no payment for “costs incurred, or irrevocably committed to, up to the effective date of such termination” will be admissible. There shall be no termination compensation payable to the Vendor. 6.36.4 Termination shall not absolve the liability of the Bank to make payments of undisputed amounts to the Vendor for services rendered till the effective date of termination. Termination shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into force or continuation in force of any provision hereof which is expressly intended to come into force or continue in force on or after such termination. Annexure A General Information - Company - Refer to the separate attachment with this RFP document. Annexure B Software Product Profile - Refer to the separate attachment with this RFP document. Annexure C Proposed Hardware Information - Refer to the separate attachment with this RFP document. Annexure D Consolidated Commercial Matrix - Refer to the separate attachment with this RFP document. Annexure E Functional and Non Functional Requirements Sheet- Refer to the separate attachment with this RFP document. The Vendor should provide response in Column D : Annexure F Vendor Query Format - Refer to the separate attachment with this RFP document. NOTE - All the Annexures in MS Word format should be sent in PDF format and excel documents (Annexure E & F ) should be sent as password protected.

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