MEMORANDUM OF UNDERSTANDING between National Capital Region Transport Corporation CNCRTC) (A Joint Venture of Gol and participating State Governments) and Gurugram Metropolitan Development Authority (GMDA) (A Statutory authority under the GMDA Act, 2017) Page 1 of 6This Memorandum of Understanding (hereinafter referred to as the “MOU”) is entered on_28" day, September of 2018 at_GMDA office, Gurugram, Haryana. . BETWEEN National Capital Region Transport Corporation (NCRTC),having its corporate office at 7/6 Sirifort Institutional Area, August Kranti Marg, New Delhi-110049 is a joint venture between Government of India and the State Governments of Haryana, National Capital Territory of Delhi (NCTD), Uttar Pradesh, and Rajasthan, hereinafter referred to as NCRTC represented by Sh. Sudhir Kumar Sharma, GGM/SP, NCRTC which expression shall unless repugnant to the context or meaning thereof, include its successors and assigns on the firstpart. AND Gurugram Metropolitan Development Authority (GMDA), a statutory authority established under the Gurugram Metropolitan Development ‘Authority Act, 2017, having its office at Plot No.44, Institutional Area Sector 32, Gurugram, Haryana — 122001, a statutory authority under the Gurugram Metro Development Authority Act, 2017 35 of 2017, hereinafter referred to as ‘GMDA' represented by Dr. Sultan Singh, Head, GIS, GMDA which expression shall unless repugnant to the context or meaning thereof include its successors and assigns on the second Part. (NCRTC and GMDA shall collectively be referred to as “Parties” and individually be referred to as “Party” as the case may be.) NOW, THEREFORE, following are hereby agreed by and between the parties: Clause 1: GMDA will support NCRTCin: i. Creation of Geographic Information System (GIS) maps, through licensed GIS software tools, to be used for planning and implementation of Regional Rapid Transit System (RRTS) corridors passing through the Gurugram Metropolitan Area; ii, Development of a web based comprehensive GIS enabled mapping of various physical features including land parcels, utilities, etc. in the project influence area with the objective of efficient data storage, retrieval, and map-based information generation; Qow Page 2 of 6 eeiii, Development and processing of asset database for generation of meaningful geo-spatial information through query and visual analytics to aid in Management Information System and Decision Support. Clause 2: Responsibilities of each Party a. Responsibilities of GMDA: i. Using licensed GIS based tools and limited to the Gurugram Metropolitan Area, GMDA shall assist in processing of raw field data provided by NCRTC which shall broadly include primary survey data, map coordinates of project influence areas, master plans, etc. ii, GMDA shall develop a detailed GIS map on suitable scale for RRTS project influence areas, as provided by NCRTC. | These detailed maps shall consist of the micro level land use and utility services mapping, to be generated using the latest technologies like DGPS, image processing and digital data capture using high resolution Satellite imagery supplemented by physical surveys (physical survey's to be done by NCRTC) iv. GMDA shall request NCRTC for all necessary field inputs required for comprehensive GIS mapping for the desired outputs. v. GMDA permit NCRTC for the use of licensed tools such as ArcGIS for its various RRTS project implementation requirements subject to compliance of the terms and conditions of the Enterprise Level Agreement that GMDA has entered into with such platform provider. b. Responsibilities of NCRTC: NCRTC shall provide necessary field data for GIS mapping as required by GMDA for GIS maps. ii, NCRTC shall undertake field surveys, topographic surveys ete for relevant project influence areas, so as to provide to GMDA for GIS data processing. iii, NCRTC shall provide field verification, updation and preparation of base maps for the project influence areas by incorporating the administrative boundaries and other information, as felt necessary. all Sy Page 3 of 6iv. NCRTC shall collect attribute data associated with the mapped geographic feature through field survey in consultation with the GMDA. In case GMDA requires specific data inputs to undertake any GIS study and mapping, the cost shall be met by NCRTC. y. NCRTC, on the request of GMDA, shall undertake cost of additional cloud server hosting or any additional hardware, necessary to process or create GIS based maps through licensed GIS tools. vi. Nominate a nodal officer for coordination and collaboration between NCRTC and GMDA. This nodal officer will be authorized for all communications with GMDA on behalf of NCRTC Administration and with whom regular professional interaction will take place. vii. NCRTC will borne all the expenditure related to its work requirement and place or appoint suitable personnel for geospatial work to be carried out. GMDA will provide access to the data and maps available with it free of cost to NCRTC. Any other costs incurred by GMDA specifically in relation to the RRTS projects shall be reimbursed by NCRTC in accordance with this MoU. Clause 3: Modalities of Collaboration i. Theterms of reference for required assignment/assistance from GMDA will be finalized by NCRTC. Based on this ToR, work plan, scheduling and deployment plan will be decided mutually. ii, Expenditure incurred on the mutually decided resources (manpower, additional IT infrastructure etc.) for NCRTC’s assignment will be reimbursed by NCRTC to GMDA on actuals. iii, Payment schedule will be based on the mutually decided milestones achieved or modules delivered as per the work plan/schedule: Clause 4: Amendment toMOU The Parties may amend, modify or supplement the terms of this MOU by mutual agreement in writing. Clause 5: Duration of MOU i, This MoU will be effective from the date of signature by the Parties. ii, This MOU will be in force for a period of three years extendable by mutual agreement. Qe Page 4 of 6 eeiii, The MOU may be terminated at any time by either party after giving a notice of 3 months. In case of termination, neither party shall make any claim against other party for any loss, damage on account of such termination Clause 6: Dispute resolution i. In the event of any disagreement or disputes arising out of or in relation to this understanding between NCRTC and GMDA, such disagreement or dispute shall be resolved amicably through negotiations, Such negotiations shall commence within a period of 7 (seven) days of the issue of notice by either Party calling for the same (herein referred to as “Notice”). Failing any amicable resolution of the Dispute within 14 working days of the commencement of the discussions, either Party shall be free to refer the dispute for settlement through an arbitration in accordance with the provisions of Indian Arbitration and Conciliation Act, 1996. ii, The venue of Arbitration shall be Gurugram and the language of arbitration proceedings shall be English and the award by the Arbitrator shall be final and binding on the Parties, Clause 7: Confidentiality i. Both parties undertake to perform the service with competence and professional integrity ii, GMDA shall not disclose proprietary or confidentiality information relating to the services provided as part of this agreement or NCRTC's business of operations without prior written consent of NCRTC. Clause8: General i, No party will make any commitment on behalf of the other party without it prior consent. ii, Each party will be free to pursue its interests outside this agreement and for this purpose to enter into other partnerships / agreements. . Any notice or other communication given or made under or in connection with the matter contemplated by this Agreement shalll be in writing in English language. It shall be deemed to have been duly given or made (unless it is obvious that it has not been) as follows:a. If sent by personal delivery, upon delivery at the address of the relevant party . If sent by registered post, five (5) days after dispatch, and ©. If sent by facsimile transmission, when dispatched, but to have been received by the recipient with “OK” transmission report. iv. The relevant addressee, address, and facsimile numbers of the parties for the purpose of this agreementare: Party: National Capital Region Transport Corporation (NCRTC) Kind Attention: Sh. Sudhir Kumar Sharma, GGM/SP Address: NCRTC, 7/6, Siri Fort Institutional Area, August Kranti Marg, New Delhi-110049, Facsimile no.:011-241066953 Party: Gurugram Metropolitan Development Authority (GMDA) Kind Attention: Dr. Sultan Singh, Head, GIS Address: GMDA, Plot No 44, Sector 32, Gurugram, Haryana- 122022, Facsimile no.: In Witness Whereof, the duly authorized representatives of each party have signed this Agreement on 28.09.2018 at New Delhi in two originals. For NCRTC Ltd For GMDA i Mae BW. (Sudhir Kumar Sharma) (Sultan Singh) Group GeneralManager Head GIS (Strategic Planning) Page 6 of 6