Rural Development Department Government of Bihar Main Secretariat, Patna

Transcription

1 Rural Development Department Government of Bihar Main Secretariat, Patna Subject: Clarifications to Pre-bid Queries raised by Bidders in respect of RFP for BUSINESS PROCESS REENGINEERING STUDY & IMPLEMENTATION SUPPORT - RURAL DEVELOPMENT DEPARTMENT, GOVERNMENT OF BIHAR ( RFP No 1) Dated: May 18, 2009 Re spo nse Name of Bidder Relevant clause from RFP Query / Suggestion RDD reply S. No. 1 ERNST & Page 19, Under Scope of work (under Strengthening Financial Management System) Kindly clarify if project scope includes deployment or implementation of any electronic systems. This only includes facilitation of deployment or implementation of electronic systems if there are any. 2 ERNST & 3 ERNST & Develop a funds flow, funds management, and funds monitoring mechanism including the deployment of electronic options in the context of Bihar Page 21, Under Timelines and phasing of the assignment NOTE: Phase III is not part of the current RFP/ToR and is given here as an indication of the intended scope of the overall project. Based on the outcomes of We have interpreted this as RDD being interested in development of funds flow, funds management and funds monitoring mechanism in view of available electronics options that may be available. Request you to kindly clarify whether implementation support for state wide roll-out is to be included in the current RFP. The title of the RFP, the skill set of team members and the estimated effort required (In paragraph 14 Chapter II) and the technical evaluation criteria (10 This is correct, and support to the department and other related stakeholders during pilot implementation. The support will be limited to pilot implementation. 1 of 13

2 4 ERNST & piloting, evaluation of performance of the selected Consultant and availability of funding, client will make appropriate decision about further engagement of the Consultant for providing assistance in implementation for state wide roll out Page 22, Under Deliverables (Under Guidance and support for Pilot Implementation) The Pilot shall include implementation of all possible recommendations of BPR on organization and delivery framework including submission of a learning report and presentation on the learning from the Pilot marks for change management/ CB plan and implementation support methodology) seem to just that implementation support for BPR related reforms is included in the scope. Please clarify if this support would be limited to only the pilot implementation? Based on our experiences in similar engagements in the government context, we foresee the BPR recommendations to include (amongst other recommendations) the following: Redesign of processes at the central level Redesign of processes across locations Change in organization structure Implementation of IT systems Implementation of all of these recommendations in the pilot may face the following challenges: Processes of at the central level would have high impact and hence require a phased approach to implement. A Pilot phase of 6 months may not be sufficient time for implementation of these processes. Understanding is correct. The phasing can be further discussed and mutually agreed upon at the appropriate juncture. 5 ERNST & We request you to kindly confirm if our understanding is correct. Based on our experience, we suggest that the scope and coverage of pilot implementation be decided mutually during the project execution Please clarify if vendor selection for IT systems is included in the scope It is not included in the scope. 2 of 13

3 6 ERNST & Page 24, Under Desired team composition (Under Process experts) Our current understanding is that implementation support is required to be limited to pilot implementation in a minimum of 5 blocks Selection of IT systems and other vendors for pilot implementation will be part of the scope. Yes correct. 7 ERNST & Process experts with relevant experience in study of the Government processes, Government Process Re- Engineering, Institutional Strengthening, Proposal Management, Vendor Evaluation, Program Management Please clarify if this support includes proposal management and vendor evaluation for this pilot implementation Please see response of serial number 5. 8 ERNST & 9 ERNST & The staffing schedule mentions about deployment of people There are five positions indicated in the ToR This may be clarified if the consultant is free to propose own staffing schedule. It may be clarified if the consultant is free to propose any additions / changes as deemed fit The consultant is free to propose a staffing schedule that is in the best interest of the assignment. As mentioned for response no. 8 above. 10 ERNST & Pilot implementation in 5 locations Please specify the deliverables for the pilot locations. Implementation support of the recommendations as approved by the Rural development department. 11 ERNST & Is staffing at each location and budget part of the Bidders should include all 3 of 13

4 bidders total quote? relevant cost as per its own staffing strategy. Clause no 3.2 (Consortium Not accepted. Agreement) 12 ERNST & For the purpose of this Agreement, the RFP Document and the Contract, the Lead Partner shall be the single point of contact for the RDD, GOB, shall have the overall Responsibility of the management of the Project and shall have single point responsibility for ensuring that all members of the consortium are complying with the terms and conditions set out in the Contract and the RFP Document. ADD 'provided that nothing in the foregoing shall affect the inter se liability between the parties, which shall be governed by a definitive agreement between the parties, upon award of contract to consortium.' 13 ERNST & 14 ERNST & Clause no 6.4 (Consortium Agreement) Liability towards Third Parties Subject always to such other undertakings and warranties as are provided for in this Agreement and the Contract, each Party shall be solely, jointly & Severally liable for any loss, damage or injury to third parties resulting from its carrying out its parts of the Project and from its use of knowledge and/or know how. Clause no 8 (e) (Consortium Agreement) COMMENT - We (Consortium Partners) can undertake to be jointly and severally liable towards the client, but for liability caused to the third parties, each of the consortium partners shall be liable for their acts / omissions. ADD 'Further parties shall enter into a definitive agreement upon award of contract to dealign rights Accepted. Not Accepted. Such final delineation of inter-se roles 4 of 13

5 This Agreement supersedes all prior discussions and agreements (whether oral or written, including all correspondence) if any, between the Parties with respect to the subject matter of this Agreement. In the event of any conflict between the terms of this Agreement and the Contract and the RFP Document, the terms of the Contract shall prevail. and obligations under the contract. Such definitive agreement shall be supplemental to this agreement. and responsibilities of the consortium partners shall be a part of the final contractual agreement between the client and the selected Bidder. 15 ERNST & Clause no 8 (g) (ii) (Consortium Agreement) CHANGE 'Mutually appointed umpire' Accepted Principal Secretary, RDD, GOB, will be the arbitrator.and his decision will be final. 16 WIPRO As-is study The as-is study needs to be done for 05 districts of Bihar. It is requested that those 5 districts can be identified at RFP stage to workout effort and costing. Alternatively, a group of 7-8 districts as tentative may be named 17 WIPRO Pilot implementation It is assumed that, the Pilot implementation shall include maximum possible BPR changes at organization and service delivery levels and may not include IT part, bid management depending upon its scope and coverage. The actual scope shall be arrived at on basis of BPR recommendation by consultant and its acceptance by State 18 WIPRO The scope of BPR for functions like Personnel Admin, finance, etc may be defined as limited to RD Name of districts and blocks will be decided during the inception stage. It is envisioned that the blocks and the districts will be so to represent the different agroclimatic zone of Bihar. Yes Yes Consultant would be required to also review 5 of 13

6 19 WIPRO Page 14, Clause no. 21 Terms of Payment point no. f dept and to provide interface / link to other connected depts like State finance & treasury etc. It is assumed that the payments as per pt. F is independent of report on pilot implementation as per pt E and can be completed earlier as agreed mutually with the dept at time of preparation of detailed project plan. It is assumed that preparation of training plan is a parallel activity critical linkages with the departments like Panchyati raj, Revenue, Personnel and other departments that have direct implications for BPR for RDD Payment is not necessarily be made in a sequence written in the RFP. Payments are linked with the respective deliverables mentioned; Different deliverable can be scheduled as parallel activities. 20 WIPRO Page 56 Termination clause : We further agree that the termination of the said Agreement, for reasons solely attributable to our constituent, virtually empowers you to demand for the payment of the above said amount under this guarantee and we would honour the same without demur 21 WIPRO Clause 6.1 page 46 Clause 6.4 page -46 Liability towards each other The Parties hereby understand and agree that all the Parties shall be jointly and severally liable for any Is there any notice period for termination of the agreement? We propose for inclusion of a notice period of two months from either party with clauses to take care of financial aspects of both the Dept and consultant. We suggest the clause to be read as- Notwithstanding anything to the contrary elsewhere contained in this or any other contract between the parties, neither party shall, in any event, be liable for (1) any indirect, special, punitive, exemplary, speculative or consequential damages, including, but not limited to, any loss of use, loss of data, business interruption, Accepted in principle but will be specified in the final contract. Will be firmed up in the final contract but terms will be in close conformance to the RFP clauses 6 of 13

7 default with regard to the deliverables under the terms and conditions of the Contract and the RFP Document. Liability towards Third Parties Subject always to such other undertakings and warranties as are provided for in this Agreement and the Contract, each Party shall be solely, jointly & Severally liable for any loss, damage or injury to third parties resulting from its carrying out its parts of the Project and from its use of knowledge and/or know how. 22 WIPRO Clause 6.2; page 46 Indemnification of a Party each other Each Party shall indemnify each of the other Parties, in respect of liability resulting from acts or omissions of itself. and loss of income or profits, irrespective of whether it had an advance notice of the possibility of any such damages; or (2) damages relating to any claim that arose more than one year before institution of adversarial proceedings thereon. Subject to the above and notwithstanding anything to the contrary elsewhere contained herein, the maximum liability of Wipro shall be, regardless of the form of claim, the consideration actually received by Wipro for the statement of work under which the claim arises. We suggest the clause to be read as- Subject to the limits of liability set forth herein, in regard to performance under this Agreement each party (the Indemnifying Party ) shall defend, indemnify, and save harmless the other party (the Indemnified Party ) and its officers and directors, employees, agents, and representatives from and against any losses, damages, costs, attorneys fees, penalties, fees, liabilities, or expenses (collectively, Losses ) associated with any third party claim against the Indemnified Party connected with (i) death, or (ii) injury to persons or property, in each case resulting from the acts or omissions of the Indemnifying Party, its employees, agents or contractors. The indemnification obligations stated in this clause apply only in the event that the Indemnified Party provides the Indemnifying Party prompt written Will be finalized in the contract. 7 of 13

8 23 WIPRO Clause(i) page -48 Any and all disputes or differences between the Parties arising out of or in connection with this Agreement or its performance shall, so far as it is possible, be settled amicably through consultation between the Parties notice of such claims; grants the Indemnifying Party sole authority to defend, manage, negotiate or settle such claims; and makes available all reasonable assistance in defending the claims (at the expense of the Indemnifying Party). Notwithstanding the foregoing, neither party is authorized to agree to any settlement or compromise or the like which would require that the Indemnified Party make any payment or bear any other substantive obligation without the prior written consent of the Indemnified Party. The indemnification obligations stated in this clause reflect the entire liability of the parties for the matters addressed thereby. We suggest the clause to be read as- Should there be a dispute between the customer and Wipro concerning any matter arising from or in connection with this Agreement, both the parties will use their reasonable endeavors to settle the matter in accordance with the dispute resolution procedure set out below. Any such dispute, which has not been settled between the Project Managers from both the end within 15 days of the matter being raised by one to the attention of the other, may be escalated by either party to the next level by notice in writing. If the dispute has not been resolved within 15 days of such notice, either party may refer it be notice in writing to the second level of escalation. The customer should follow the escalation chart as provided by Wipro at the time of signing of the contract. If the dispute remains unresolved within a further two months of such notice, either party may pursue any remedy it may have under this Agreement, including the right to terminate the Agreement. Will be finalized in the contract. 8 of 13

9 Dispute Resolution,Law and Jurisdiction All disputes arising out of or in connection with the Agreement shall be attempted to be settled through good-faith negotiation between senior management of both parties, followed if necessary within thirty (30) days by professionally-assisted mediation. Any mediator so designated must be acceptable to each party. The mediation will be conducted as specified by the mediator and agreed upon by the parties. The parties agree to discuss their differences in good faith and to attempt, with the assistance of the mediator, to reach an amicable resolution of the dispute. The mediation will be treated as a settlement discussion and therefore will be confidential. The mediator may not testify for either party in any later proceeding relating to the dispute. No recording or transcript shall be made of the mediation proceedings. Each party will bear its own costs in the mediation. The fees and expenses of the mediator will be shared equally by the parties. Failing resolution through negotiation or mediation, any remaining dispute shall be submitted to binding arbitration in accordance with the Indian Arbitration Act, For the conduct of arbitration, each party shall appoint one arbitrator. The two appointed arbitrators shall appoint a third arbitrator to form the Arbitral Tribunal. The third arbitrator shall act as the presiding arbitrator. The decision of the Tribunal shall be binding on the parties. The Arbitration shall be conducted in English and the place for conduct of the arbitration shall be Bangalore India. The Arbitral Tribunal will have no power to award (i) damages inconsistent with the Agreement or (ii) punitive damages or any other damages not measured by the prevailing party s actual damages, and the parties 9 of 13

10 expressly waive their right to obtain such damages in arbitration or in any other forum. All aspects of the arbitration will be confidential. Neither the parties nor the arbitrators may disclose the existence, content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. Each party will promptly pay its share of all arbitration fees and costs, provided that such fees and costs shall be recoverable by the prevailing party as determined by the arbitrator. If a party fails to pay such share promptly upon demand, the Arbitral Tribunal shall, upon written request by the other party, enter a final and binding decision against the nonpaying party for the full amount of such share, together with an award of attorney's fees and costs incurred by the other party in obtaining such decision, which decision may be entered in any court of competent jurisdiction. Except for the failure of a party to pay arbitration fees and costs that requires resort to the Arbitral Tribunal to order such payment, the parties will bear their own attorneys fees in any matter or dispute under this Agreement. Notwithstanding the determination by the parties to utilize arbitration as specified above for resolution of disputes arising out of or in connection with this Agreement, nothing herein shall preclude either party from seeking and obtaining from a court of competent jurisdiction appropriate equitable relief, including without limitation, a temporary restraining order or other injunctive relief, to prevent a breach of this Agreement relating to intellectual Property, confidentiality, or non-hire and non-solicitation, or to otherwise maintain the status quo pending outcome of any arbitration. 24 WIPRO Clause 21 Page -14 We suggest the clause to be read as- All invoices raised shall be payable within 15 days Change not accepted 10 of 13

11 Terms of Payment All payments shall be made on submission of pre-receipted bills by the Bidder in duplicate for respective stages. It may also be noted that all key stages will require report of orientation/validation meetings and workshops with key stakeholders for due approval by the client. from the date of invoice. All invoices shall be deemed to be accepted unless disputed within 7 days from the date of receipt of invoice. All payments required to be made by shall be in Indian Rupees and shall be wire transferred to a designated bank account in India. If fails to pay the fees and other payments within the stipulated time, the customer shall be liable to pay interest at 1.5% per month on such amount of Fees and Payments that have become due. If whole or any part of the Fees and other payments remain outstanding for 90 days after the same have become due, Wipro shall at its sole discretion, be entitled to discontinue the provision of services. 25 WIPRO Intellectual Property Rights (a)prior to the commencement of each project, WIPRO shall specify the ownership held by WIPRO or any third party, of the material used or to be used in the Deliverables. WIPRO grants BIHAR RD DEPARTMENT a right to use over such rights to the extent they are incorporated in the Deliverables. (b) All rights, title and interest to all copyrights, patents and other intellectual property rights of whatsoever nature in or related to any work done by WIPRO under this Agreement, including but not limited to Deliverables and associated Documentation, shall be vested in and be the exclusive property of WIPRO. WIPRO grants to BIHAR RD DEPARTMENT an irrevocable, nonexclusive, worldwide, royalty free, transferable license to use, copy, modify and develop the same for internal purposes. (c) BIHAR RD DEPARTMENT shall not take any action that jeopardizes such proprietary rights of WIPRO or acquire any right to any work produced by WIPRO under this Agreement. 11 of 13 Copyright will vest with RDD GOB. 26 WIPRO Clause 5.1(c) ; page 46 We suggest the clause to be read as- Change not accepted.

12 Each Party shall act in good faith. When a Party believes that for carrying out the Project or use of knowledge from the Project it might require access rights to another Party s pre-existing know-how or to another Party's knowledge and material which is not from the Project, it shall obtain written permission from the Party prior to the use of such material. 27 WIPRO Force Majeure 28 WIPRO Clause 5.1(e) ; page 46 Each Party shall share and disclose information including confidential information and documents as may be necessary for the Project. The Parties hereby understand and agree that the information shall be used solely for the purpose of the Project and not for its own use or for any third party benefit. The contents of the proposal and all the project outputs should not be disclosed to any party unless Wipro and mutually agree in writing to the same. BIHAR RD DEPARTMENT will not use the contents of this proposal to bid for any other service provider. Wipro shall keep all information or data received by Wipro during the performance of its duties under this agreement confidential for a period of one year from the date of the agreement and shall not use, trade or pass this information to any third party. Wipro shall not make any copy, whether in paper or electronic form of such information or data. Wipro is not responsible for delays caused by the reasons of strikes, changes in Government Regulations, labor disputes, wars, acts of God or any other such reason beyond its reasonable control. Information and Access Customer will supply Wipro with the following free of charge - information, documentation and data, in a timely manner, required by Wipro to complete its obligations under the Agreement Suitable workspace, IT resources & communication resources, suitable qualified personnel to attend progress meetings and carry out the Acceptance Tests. Accepted in principle will be finalized in the contract. The roles and responsibilities of the client are as defined in the RFP. The selected Bidder is expected to exercise initiative to obtain all relevant information for executing the assignment successfully and ensure adequate infrastructure and all other resources required for carrying out the assignment. The Client will provide necessary infrastructure for training.. 12 of 13

13 29 WIPRO Acceptance of Deliverables 30 Pricewaterho use Coopers Pvt. Ltd Any Deliverable(s) / Work Product(s) provided to the Customer shall be deemed to have been accepted if the customer puts such Deliverable(s) / Work Product(s) to use in its business or does not communicate its disapproval of such Deliverable(s) / Work Product(s) together with reasons for such disapproval within 10 days from the date of receipt of such Deliverable(s) / Work Product(s). This is to bring to your kind notice that Pricewaterhouse Coopers Pvt. Ltd. has already submitted a proposal for carrying out the aforesaid study for Rural Development Department, Government of Bihar in response to the RFP notice published on March 04, Change not accepted. Delivery will be subject to specific acceptance of the same by the Client in writing. Client will endeavor to signify acceptance within reasonable time with reference to the subject matter under consideration. Terms will be specified in the contract. Earlier proposal will be treated as valid unless Pricewaterhouse Coopers Pvt. Ltd wishes to resubmit within the extended timeline In light of the subsequent corrigendum, dated April 02, 2009, issued with respect to the above RFP, please let us know if we need to re-submit our proposal or will the earlier submission still remain valid. It may be noted that RDD has made best efforts to provide complete clarifications to the pre-bid queries. However RDD makes no representation or warranty as to the completeness or accuracy of any response. Sd/- Balamurugan D Joint Secretary Rural Development Department Government of Bihar 13 of 13