Appointment of Service Provider for filing ... - IDBI Bank · Appointment of Service Provider for filing Form 60 & TDS Reconciliation and Related Activities for IDBI Bank Limited

Request for Proposal

(RFP)

Appointment of Service

Provider for Filing

Form 60 &TDS Reconciliation

and Related Activities

for

IDBI BANK LIMITED

Appointment of Service Provider for filing Form 60 & TDS Reconciliation and Related Activities for IDBI Bank Limited

2

Disclaimer

The information contained in this Request for Proposal document

(“RFP”) or information provided subsequently to Bidders or applicants

whether verbally or in documentary form by or on behalf of IDBI Bank

Ltd. (“IDBI Bank” or "Bank"), is provided to the Bidder(s) on the terms

and conditions set out in this RFP document and all other terms and

conditions subject to which such information is provided.

This RFP document is not an agreement and is neither an offer nor

invitation to offer. This RFP is to invite proposals from applicants who are

qualified to submit the bids (hereinafter individually and collectively

referred to as “Bidder/Service Provider” or “Bidders/Service

Providers” respectively). The purpose of this RFP is to provide the

Bidders with information and to assist them in formulation of their

proposals (Bids). This RFP does not claim to contain all the information

which each Bidder may require. Each Bidder may, at its own costs

without any right to claim reimbursement, conduct its own independent

investigations and analysis and may like to check the accuracy,

reliability and completeness of the information in this RFP and wherever

felt necessary obtain independent advice. IDBI Bank makes no

representation or warranty and shall incur no liability under any law,

statute, rules or regulations as to the accuracy, reliability or

completeness of this RFP. IDBI Bank may in its absolute discretion, but

without being under any obligation to do so and without prejudice to its

rights, update, amend or supplement the information in this RFP.

The information contained in the RFP document is selective and is

subject to updating, expansion, revision and amendment. IDBI Bank

does not undertake to provide any Bidder with access to any additional

information or to update the information in the RFP document or to


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correct any inaccuracies, if any, therein, which may become apparent.

IDBI Bank reserves the right of discretion to change, modify, add to or

alter any or all of the provisions of this RFP and/or the bidding process,

without assigning any reasons whatsoever. Such change will be

published on the Bank's website. Any information contained in this RFP

document will be superseded by any later written information on the

same subject made available by IDBI Bank at its website.

Information provided in this RFP is on a wide range of matters, some of

which may depend upon interpretation of law. The information given is

not intended to be an exhaustive account of statutory requirements and

should not be regarded as a complete or authoritative statement of law.

IDBI Bank does not own any responsibility for the accuracy or otherwise

for any interpretation or opinion on law expressed herein. Further, IDBI

Bank also does not accept liability of any nature whether resulting from

negligence or otherwise howsoever caused arising from reliance of any

Bidder upon the statements contained in this RFP.

IDBI Bank in its absolute discretion, but without being under any

obligation to do so, update, amend or supplement the information in this

RFP. IDBI Bank reserves the right to reject any or all the expression of

interest/proposals received in response to this RFP document at any

stage without assigning any reason whatsoever. The decision of IDBI

Bank shall be final, conclusive and binding on all the parties.

All information about IDBI Bank and the proposed assignment furnished to

the Bidders by IDBI Bank in the context of the proposed assignment referred

in this RFP document is to be considered as “Confidential Information” and

is to be kept strictly confidential.


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IDBI Bank reserves the right to reject any or all the expression of interest

/proposals /Bids received in response to this RFP at any stage without

assigning any reason whatsoever and without being liable for any

loss/injury that Bidder might suffer due to such reason. The decision of

IDBI Bank shall be final, conclusive and binding on all the

Bidders/parties directly or indirectly connected with the bidding process.


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Table of Contents

S.

No.

Description Page No.

1 Request For Proposal 9-14

2 Eligibility Criteria for the Bidder 15-17

3 Instructions to bidders 18-40

4 Scope of Work 41-46

5 Definitions and Terms & Conditions 47-81

6 Annexure-I- Offer Covering Letter 82-84

7 Annexure-II- Eligibility Criteria for Bidders 85-87

8 Annexure-III- Details of Bidder 88-90

9 Annexure-IV- Bank Details 91

10 Annexure-V- Scope of Work for reporting of Form 60 and TDS

Reconciliation and Related Activities

92-94

11 Annexure-VI– Format for Commercial bid 95

12 Annexure-VII– Template for pre- bid queries 96

13 Annexure-VIII- Format for Undertaking 97-98

14 Annexure-IX- Agreement/Contract 99-102

15 Annexure-X- Performance Security Details 103

16 Annexure-XI- Deed of Guarantee for Performance of Contract 104-109

17 Annexure-XII- Format for Deed of Indemnity 110-115

18 Annexure-XIII- Format for Non-disclosure Agreement 116-121

19 Annexure-XIV- Format of Power of Attorney for signing of bid 122-123

20 Annexure-XV – checklist of Technical Bid (Envelope 1) 124-125

21 Annexure-XVI- Format for Unconditional Acceptance of Terms &

Conditions of the RFP

126

22 Annexure-XVII- Format for Pre – Contract Integrity Pact 127-139

23 Annexure-XVIII- Format for Information Security Certificate 140


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IDBI BANK LTD

Central Processing Unit, Plot no. 39/40/41, IDBI Annex Building,

Belapur, Navi Mumbai 400614

TENDER NOTICE

Appointment of Service Provider for Reporting of Form 60 & TDS

Reconciliation and Related Activities for IDBI Bank Limited

Tender ref:– IDBI BANK/CPU-CTDS/2020 – 01 dated January

29,2020

Sealed tenders are invited for filing Form 60 & TDS Reconciliation

and Related Activities. Tenders are to be submitted before 3.00

PM on February 20, 2020. For further details & format, please

visit the Bank’s website at www.idbibank.in.

Sd/

Deputy General Manager

CPU- CTDS Cell

http://www.idbibank.in/


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Document Control Sheet

Name of the Company IDBI Bank Ltd.

CIN L65190MH2004GOI148838

Bid Ref No IDBI BANK/CPU-CTDS/2020 – 01 dated

January 29,2020

Date of commencement of

issue of tender document

January 29 ,2020

Application Fee of the RFP

(Non Refundable)- to be

downloaded from

www.idbibank.in

Rs.10000/-

EMD (Earnest Money

Deposit) Amount

Rs.5,00,000/-

Pre-Bid queries to be mailed

by

February 04, 2020 3:00 PM

Pre-bid meeting with Bidder

on queries raised


Last Date and Time for

receipt of Bids (Technical &

commercial)


Date and Time of opening of

Bids. Eligibility and technical

bid evaluation will be done at

a later date.


Schedule for Conducting of

Commercial Bid opening

Date & Time will be intimated to the

shortlisted bidders

Address for Communication ,

pre-bid meeting , Opening of

bids

Dy.General Manager,

Central Processing Unit, TDS Dept, 3 rd

Floor, Plot no. 39/40/41, IDBI Annex



8

Building, Belapur, Navi Mumbai 400614

Email id:

[email protected] ,

[email protected] ,

[email protected]

Contact no. 022-66700742 / 735/504

The Bid prepared by the Service Provider, as well as all correspondence and

documents relating to the Bid exchanged by the Service Provider and IDBI

Bank with supporting documents and printed literature shall be in English

only.

Note: (i) This tender document is the property of IDBI Bank Ltd. and is not

transferable.

(ii) If a holiday is declared on the dates mentioned above, the bids shall be

received /opened on the next working day at the same time specified above

and at the same venue unless communicated otherwise.

(iii) This RFP document has 140 pages.

(iv) No queries will be entertained after the date and time mentioned in this

schedule, therefore.

IDBI Bank Ltd.

mailto:[email protected]




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SECTION - I

Request for Proposal

1.1 Background & Purpose of RFP

1.1.1 IDBI Bank Limited, a company incorporated and registered under

Companies Act, 1956 (1 of 1956) and a Company within the meaning

of Section 2 (20) of the Companies Act, 2013 and a Banking company

within the meaning of section 5 (c) of the Banking Regulation Act,

1949 (10 of 1949) with Corporate Identity Number (CIN) –

L65190MH2004GOI148838). IDBI Bank is also a Scheduled Bank as

notified by the Reserve Bank of India under the Reserve Bank of India

Act, 1934. The Bank is engaged in providing finance to industries and

conducting banking business.

1.1.2 IDBI Bank currently has a branch network of around 1892 branches.

Tax Deducted at Source (TDS) reconciliation and Form 60 related

activities are centralized under single TAN in IDBI Bank at Mumbai.

1.1.3 IDBI Bank intends to select a service provider having proven expertise

& competence in the field of TDS reconciliation and related activities

for TDS from interest on deposits covered under section 194A & 195

of the Income Tax Act, 1961, TDS on aggregate cash payment of more

than Rs.1 Crore to a person in Financial Year under section 194N of

Income Tax Act (effective September 01, 2019) and data validating,

reporting of Form 60 with regard to declaration and furnishing in

Form 61 format to Income Tax Department as specified in Rule 114 B

of the Income Tax Act 1961periodically and all other related activities.

1.1.4 IDBI Bank currently has 3.50 Lakhs (approx.) TDS customers

including the one which submits relevant exemption


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certificates/declaration. Further, IDBI Bank reports around 7 Lakhs

entries in half yearly reporting of Form 60 to Income Tax Dept. It may

be noted that this is only an indicative number and may vary in view

of expanding network and/or business focus periodically.

1.1.5 IDBI Bank, therefore, invites Bids from service providers having

proven expertise & competence in the field to provide end-to-end

services of TDS reconciliation, remittance, query resolutions, liaison

with Income Tax Department, identification of reportable data, data

validation and reporting of form 60 details to Income Tax Department

periodically for the period of five years (5 Years) and related activities

as mentioned in the Scope of Work under outsourced model.

The invitation for sealed bids (Technical and Financial) in lines of the

RFP should be submitted as per timelines indicated in document

control sheet to

Dy. General Manager,

Central Processing Unit, CTDS CELL, 3 rd Floor,

Plot no. 39/40/41, IDBI Annex Building,


Telephone- 022-66700504/742/752

Shri Praveen Singh ([email protected] )

1.1.6 All costs and expenses (whether in terms of time or money) incurred

by the Bidder in any way associated with or incidental to the

preparation and submission of responses/Bids, including but not

limited to attendance at meetings, discussions, demonstrations, etc.

and providing any additional information required by IDBI Bank, will

be borne entirely and exclusively by the Bidder. IDBI Bank shall in no

case be held responsible or liable for such costs, regardless of the



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conduct or outcome of the bid process including but not limited to

cancellation/abandonment/annulment of the bidding process.

1.1.7 The RFP application fee shall be submitted separately for each Bid

and shall not be transferred or assigned. If the same is done, Bid shall

liable to be summarily rejected by IDBI Bank. Any decision of IDBI

Bank in this regard shall be final, conclusive and binding on the

Bidder.

1.1.8 The Bidder is expected to examine all instructions, forms, terms and

specifications contained in the RFP. Bid shall be deemed to have been

made by the Bidder after careful study and examination of this RFP

with full understanding of its implications. Each Bidder should, at its

own costs without any right to claim reimbursement, conduct its own

investigations, analysis and should check the accuracy, reliability and

completeness of the information in this RFP and wherever felt

necessary obtain independent advice. The Bid should be precise,

complete and in the prescribed format, as per the requirement of this

RFP. Failure to furnish all information required by this RFP or non-

submission of a Bid in accordance with this RFP in each and every

respect will be at the Bidder’s risk and may result in rejection of the

Bid for which IDBI Bank shall not be held liable or responsible. Any

decision taken by IDBI Bank as to completeness of the Bid or rejection

of any/all Bid(s) shall be final, conclusive and binding upon the

Bidder(s) and shall not be question/challenged by the Bidder(s).

1.1.9 The RFP document is intended solely for the information of the party

to whom it is issued. Each recipient of the RFP (prospective Bidder)

may notify IDBI Bank of any error, fault, omission, or discrepancy

found in this RFP document as pre-bid query on or before the last

date of submission of pre-bid query.


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1.1.10Prospective Bidder, if required, may seek any clarification in relation

to this RFP in writing or by way of an E-mail to

[email protected] and [email protected] and praveen

[email protected]. The queries / clarification from the prospective

Bidder must be received by the Bank in the above email before the

timelines as indicated in document control sheet. IDBI Bank will hold

pre-bid meeting as indicated in the Document control Sheet for

addressing queries / clarification about this RFP. Queries /

clarification received after the defined date will not be entertained.

1.1.11IDBI Bank reserves the sole right to amend/modify the RFP and/or to

include any addendum to this RFP. The Bidders shall not claim as a

right for requiring IDBI Bank to do the aforesaid.

1.1.12At any time before the deadline for submission of Bids, IDBI Bank

may, for any reason whatsoever, whether at its own initiative or in

response to a clarification requested by prospective Bidders, modify

this RFP and all such modifications shall be final, conclusive and

binding on all the prospective Bidders and shall not be questioned/

challenged by the Bidder(s).

1.1.13The amendments/addendum made to this RFP shall be brought to

the notice of all/made accessible to all prospective Bidders through

IDBI Bank’s website and all such amendments shall be binding on

them. The addendums will not be published through any

advertisements in newspaper or any other media. Prospective Bidders

shall visit the Bank’s website for any changes/ developments in

relation to this render document. If required, in order to allow

prospective Bidders reasonable time to take into account, the

amendment/addendum, in preparing their Bids, IDBI Bank at its sole

discretion reserves the right (but shall not be bound) to extend the





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deadline for the submission of Bids. However, no request from the

Bidder, shall be binding on IDBI Bank for the same. The decision of

IDBI Bank shall be final, conclusive and binding on all the Bidder(s)

and shall not be questioned/ challenged by the Bidder(s).

1.1.14Notwithstanding the above, IDBI Bank in its sole discretion, may

amend /modify the RFP after the deadline for submission of Bids and

in such an event IDBI Bank shall extend the deadline so fixed for

submission of Bids. However, no request from the Bidder, shall be

binding on IDBI Bank for the same. The decision of IDBI Bank shall

be final, conclusive and binding on all the Bidder(s) and shall not be

questioned/ challenged by the Bidder(s).

1.1.15The RFP document is not recommendation, offer or invitation to enter

into a contract, agreement or any other arrangement, in respect of the

Services to be rendered/ Scope of Work to be performed herein. The

provision of the Services is subject to observance of selection process

and appropriate documentation being agreed between the Bank and

Successful Bidder(s) as identified by IDBI Bank, after completion of

the selection process as detailed in this RFP.

The RFP may be downloaded from IDBI Bank’s official website

www.idbibank.in and the prescribed amount towards the application

fee of bid should be paid (by Demand Draft/ Pay Order from any

scheduled commercial bank in favour of ‘IDBI Bank Limited’, payable

at Mumbai), along with the Bid response/documents. Bids without

the payment of amount towards the application fee of this RFP shall

be summarily rejected.



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The application fee of this RFP is non-refundable. For avoidance of

doubts, it is clarified that the amount so paid towards the fee of RFP

is not earnest money/security deposit and shall not be adjusted

against any amounts paid/payable by the Bidder.


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Section II

Eligibility Criteria for the Bidder

2.1 The Bidder submitting the Bid should be Proprietor / Partnership firm

/LLP/ Company incorporated in India and should have a minimum

turnover of Rs. 50 Lakhs with positive net worth and net profit for

each of the previous 3 financial years as per the audited financial

statement i.e. FY 2016-17, 2017-18,2018-19.

2.2 The Bidder should be Proprietor/ Partnership Firm/ LLP/ Company

incorporated in India with minimum five years of existence and must

be engaged with at least one scheduled commercial banks/ Financial

Institutions/NBFCs (with minimum 1000 Branches) for minimum

three years in the field of end to end TDS reconciliation, remittance

and reporting related activities The Bidder should submit the

documentary evidence of the same as part of its Bid.

2.3 The Bidder should be managing minimum 3 Lakhs customers per

quarter per scheduled commercial banks / Financial

Institution/NBFC (where TDS is applicable) for TDS from deposits/

cash withdrawal and other exemptions and PAN related activities.

2.4 The bidder should also have minimum 2 years of experience for

reporting of form 60 to the Income Tax Authorities. In this regard, the

Bidder should submit the documentary evidence of the same as part

of its Bid.

2.5 The Bidder should have managed and reported at least 50 Lakhs TDS

transactions annually.

2.6 The bidder should have employed at least 20 full time operational staff

exclusively involved in the form 60 and TDS reconciliation and related


16

activities, as on 31st March 2019. The Bidder should have trained

/experienced personnel for deployment to carry out end to end TDS

related activity for the Bank. Sub-

contracting/outsourcing/consortium of any work is not allowed.

Bidder shall provide self-certification on its letterhead at the time of

submission of Bid.

2.7 The Bidder should not be blacklisted by any Govt. /Govt. Agency

/Bank(s)/Financial Institutions in India or overseas in the last three

years. In this regard, the Bidder shall substantiate with the existing

relevant certificate of engagement also self-certified certification on

letterhead.

2.8 The Bidder should have proper licenses from Labour authority, under

the Labour Law and other required licenses and documents to carry

out this activity. Bidder should provide all documents to IDBI Bank as

and when required. In this regard, the Bidder shall provide a self

certification on its letter head.

2.9 Bidder should comply with all applicable Union, State and local laws,

ordinance, regulations in performing its obligations including the

procurement of licenses, permissions, certificates etc. In this regard,

the Bidder shall provide certified documents along with self-

certification on its letterhead at the time of submission of Bid.

2.10 The Bidder must comply with all above-mentioned criteria. Non-

compliance of any of the criteria will entail rejection of the Bid

summarily. Photocopies of relevant documents/certificates should be

submitted as proof in support of the claims made. IDBI Bank reserves

the right to verify/evaluate the claims made by the Bidder

independently. Any decision of IDBI Bank in this regard shall be final,

conclusive and binding upon the Bidder.


17

2.11 Non-compliance of any of the criteria or information provided by the

Bidder is found and/or proved to be incorrect or misleading, such bid

shall be rejected/disqualified.

Note: All eligibility requirements mentioned above should be complied by the

Bidders as applicable and relevant support documents should be submitted

for the fulfillment of eligibility criteria failing which the Bids may be

summarily rejected. Non-compliance of any of the criteria can entail

rejection of the offer. Photocopies of relevant documents / certificates should

be submitted as proof in support of the claims made for each of the above-

mentioned criteria and as and when the Bank decides, originals / certified

copies should be shown for verification purpose. The Bank reserves the right

to verify / evaluate the claims made by the Bidder independently. Any

deliberate misrepresentation will entail rejection of the offer ab-initio.


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SECTION –III

Instructions to the Bidder

3.1 Procedure for Submission of Bids

The Bid prepared by Bidder, as well as all correspondence and

documents relating to the Bid exchanged by the Bidder and IDBI

Bank, shall be in English only. The Bank will follow a two stage

bidding process. The Bidders shall submit their Bids in two parts

i.e. technical (the Technical Bid) and commercial (the

Commercial Bid), in separately sealed envelopes. The envelope of

Technical Bid should also be super scribed as the “BID for

reporting of Form 60 & TDS reconciliation and related

activities-TECHNICAL BID”. Envelope containing Commercial Bid

should be super scribed as “BID for reporting of Form 60 & TDS

reconciliation and related activities-COMMERCIAL BID’’. No

indications pertaining to price or financial or commercial terms are

to be made on the envelopes.

3.1.1 Both the covers i.e. Technical Bid and Commercial Bid shall be put in

a single cover super scribing the words:

“Appointment of service provider for reporting of Form 60 & TDS

reconciliation and related activities” For IDBI Bank Limited

Tender refer no. - IDBI BANK/CPU-CTDS/2020 – 01 dated

January 29,2020.

<< Name of Bidder >>

<<Authorized representative name and details >>


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and addressed to :

The Deputy General Manager (CTDS Cell),

3rd Floor, Central Processing Unit,

Plot no. 39/40/41, IDBI Annex Building,


Tender applications should be dropped in Tender box kept for the

purpose on 3rd floor of above office in person on or as per schedule

indicated in the Document Control Sheet for the purpose. Bids

received by India Post/ Courier will not be accepted. Any

Bid/Tenders received by IDBI Bank after the deadline for

submission of Bid/tenders prescribed by IDBI Bank will be

summarily rejected.

3.1.2 In the event of the specified date for the submission of Bids being

declared a holiday for IDBI Bank, the Bids may be submitted up to

the appointed time on the next working day, unless otherwise

specified by IDBI Bank.

3.1.3 Any deficiency in documentation may result in the outright

rejection of the Bid and IDBI Bank shall not be liable for the same

in any manner whatsoever. Any decision in this regard by IDBI

Bank shall be final, conclusive and binding on the Bidders and

shall not be questioned / challenged by the Bidders.

3.1.4 IDBI Bank may, at its own discretion, extend the period for

submission of Bids by amending this RFP. However, no request for

extension of time from the Bidders shall be binding upon IDBI

Bank. Any decision in this regard by IDBI Bank shall be final,

conclusive and binding on the Bidders and shall not be questioned


20

/ challenged by the Bidders.

3.1.5 The envelopes shall indicate the name and address of the Bidder to

enable the Bid to be returned unopened in case it is declared "late".

Any Bid received by IDBI Bank after the time prescribed by IDBI

Bank for receipt of Bids, will be rejected and returned unopened to

the Bidder. Any decision in this regard by IDBI Bank shall be final,

conclusive and binding on the Bidder and shall not be questioned

/ challenged by the Bidders.

3.1.6 The Bidders shall submit their Bids strictly in accordance with the

terms and conditions of this RFP document. Incomplete bids and

conditional Bids not confirming the conditions given in this RFP

document, is liable for rejection forthwith. Any decision of IDBI


Bidders.

3.1.7 The Bids containing alterations will not be considered.

Unauthenticated alterations will not be accepted and bid will be

liable for rejection.

3.2 ENVELOPE-I (Technical Bid)

The Technical Bid should be completed and complied with in all

respects and contains all information asked for, except prices. The

Technical Bid should include all documents/items as specified herein.

The Technical Bid should not contain any price related information. It

is mandatory to submit technical details in the prescribed formats,

duly signed by the authorized signatory and other details duly filled in

along with the following:-

3.2.1 Covering letter of Offer as per Annexure I;


21

3.2.2 A demand draft / pay order for the EMD amount in the manner

specified here in.

3.2.3 A demand draft / pay order for the application fee of RFP in the

manner specified here in.

3.2.4 Audited Balance Sheet & Profit & Loss A/c Statement for the

Financial Years 2016-17, 2017-18, 2018-19

3.2.5 Supporting document/copies in support of Bidder’s eligibility as per

eligibility criteria given in Annexure II:

3.2.6 Details of the Bidder as per Annexure III;

3.2. 7 Bank details of the Bidder as per Annexure IV;

3.2.8 Duly signed copy of scope of work of reporting of Form 60 & TDS

reconciliation and related activities as per Annexure V along with

acceptance status by Bidder as specified therein.

3.2.9 Undertaking as per Annexure VIII.

3.2.10 Non-Disclosure Agreement (for successful bidder) as per Annexure

XIII.

3.2. 11 Format of Power of Attorney for signing of bid as per Annexure XIV.

3.2.12 Copy of RFP document along with corrigendum(if any releases) with

Seal & Signature of authorized signatory on each page.


22

3.2.13 Self-declaration stating that the Bidder has not been blacklisted by

Govt./Govt. Agency/Bank(s)/Financial Institutions in India or

overseas in the last three years duly signed by its authorized

signatory. The declaration should be part of Offer letter- Annexure

I. The offer letter should be printed on the letter head of the Bidder.

3.2.14 Copy of all permissions, consents, approvals and license from all

authorities, both regulatory/statutory and non-regulatory, for

executing the Service(s).

3.2.15 Letter permitting and authorizing IDBI Bank and its officials to visit

and inspect its premises before/after opening of the Bids.

3.2.16 Any other document/information prescribed in the RFP to be

submitted as part of the Bid (Refer checklist of technical Bid as per

Annexure XV)

3.3 ENVELOPE-II (Commercial Bid):

3.3.1 The Commercial Bid as per Annexure VI should give all relevant price

information and should not contradict the Technical Bid in any

manner. The quoted prices shall be inclusive of all excluding GST. If

any tax is levied by virtue of law in force after awarding of the

Contract, it will be borne by the Bidder and IDBI Bank shall not incur

any liability. In case IDBI Bank is required to pay such taxes/dues for

restoration of services, it shall have the right to deduct the same from

the amount payable to the Service Provider/ Successful Bidder.

3.3.2 Commercial Bids in which the prices that are not quoted as

mentioned herein will be summarily rejected. A Bid submitted with

an adjustable price quotation will be treated as non-responsive and


23

will be rejected forthwith. Any decision of IDBI Bank in this regard

shall be final, conclusive and binding on Bidders.

3.3.3 Final prices decided between the Successful Bidder and IDBI Bank

shall remain fixed during the entire Contract period and no increase

of rates will be allowed under any circumstances. However, in case

of reduction of prices due to technological obsolescence/change of

product model or such other similar reasons, the Bidder shall pass

on the price benefit to IDBI Bank. Nevertheless, it shall always be

the duty of the Bidder to use the best industry practices and latest

technology while performing the Services under the Contract.

3.3.4 Technical & Commercial Bids must be submitted at the same time,

giving full particulars in separate sealed envelopes at IDBI Bank’s

address specified in document control sheet. The Bids have to be

submitted in the form of printed document(s) only. The Bids

submitted by any other means/media shall not be entertained.

3.4 Bid Currency

Bids are to be quoted in Indian Rupee [INR] only.

3.5 Bid Security [Earnest Money Deposit (EMD)]

3.5.1 The Bidder shall furnish, as part of its Bid, a bid security/ earnest

money deposit (EMD) as mentioned in document control sheet by way

of the prescribed amount towards the application fee of bid should be

paid (by Demand Draft/ Pay Order from any scheduled commercial

bank in favour of ‘IDBI Bank Limited’, payable at Mumbai), along

with the Bid response/documents. Bids without the payment of

amount towards the application fee of this RFP shall be summarily

rejected.


24

It is clarified that the bid security will not bear any interest

whatsoever. Any Bid not secured by EMD as mentioned above, shall

be summarily rejected forthwith by IDBI Bank, without any further

correspondence, as non-responsive. Any decision of IDBI Bank in this

regard shall be final, conclusive, and binding on the Bidder.

If any bidder qualifies under MSME category, having NSIC

registration and Udyog Aadhar Memorandum, specific to the scope of

this RFP, then, on submission of requisite certificates, the cost of Bid

document and payment of EMD are exempt.

3.5.2 The EMD of the Successful Bidder(s) will be returned within 90 days

from date of signing of the Contract and submission of performance

guarantee and other guarantee(s)/security in the form and manner

satisfactory to IDBI Bank, within the stipulated time. It is clarified

that no interest shall be payable by IDBI Bank on the EMD.

3.5.3 The EMD of the Unsuccessful Bidders’ will be discharged or returned

to the Unsuccessful Bidder through NEFT/RTGS or any other mode

as may be decided by IDBI Bank as promptly as possible but not later

than ninety (90) from the date of declaration of successful Bidder. No

interest will be payable on EMD.

3.5.4 The EMD will be forfeited:

a) If the Bidder withdraws it’s Bid during the Bid Validity Period.

Or

b) If the Bidder makes any statement or encloses any form which

turns out to be false, incorrect and/or misleading at any time

prior to signing of Contract and/or conceals or suppresses

material information. Or


25

c) If any effort is made by a Bidder to influence IDBI Bank in its

decision on Bid evaluation, comparison or Contract award

decisions

d) In the case of the Successful Bidder, if the Successful Bidder

evades/avoids/refuses/delays/fails:

i. To sign the Contract in the form and manner to the

satisfaction of IDBI Bank. Or

ii. To furnish performance security in the form and manner

to the satisfaction of IDBI Bank.

Notwithstanding anything contained in the RFP, any

decision in this regard by IDBI Bank shall be final,

conclusive and binding on the Bidders and shall not be

questioned/challenged by the Bidders

3.5.5 Any decision as to compliance of the terms and conditions of this RFP

document and on rejection of any tender document or any part

thereof shall be at the sole discretion of IDBI Bank and shall be final,

conclusive and binding on the Bidder(s).

3.6 Validity of Bids

3.6.1 Bids should be valid for 180 (one hundred eighty) days from the last

date of submission (Bid Validity Period). A Bid valid for a shorter

period may be rejected by Bank as non-responsive, without any

correspondence. Any decision in this regard by Bank shall be final,

conclusive and binding on the Bidders.

3.6.2 In exceptional circumstances, Bank may solicit the Bidders' consent

to an extension of the Bid Validity Period. The request and the

responses thereto shall be made in writing. The refusal of the

request for extension of the Bid Validity Period shall not forfeit or


26

affect the validity of the EMD. A Bidder granting the request will not

be permitted to modify its Bid. Extension of Bid Validity Period by

the Bidder should be unconditional and irrevocable. The Bid

Security provided shall also be suitably extended by the Bidder.

3.6.3 The Bidder should also submit a copy of this RFP along with

Corrigendum, if any, duly signed and stamped by its authorized

signatory as acceptance of all terms and conditions including scope

of work etc. mentioned in the RFP. The copies of the Bid shall be

type written and shall be signed by a person or persons duly

authorized by the Bidder to bind the Contract on the Bidder. The

letter of authorization/ board resolution (certified true copy) shall

accompany the Bid. The person or persons signing the Bid shall put

his/her initial on all the pages of the Bid.

3.6.4 There may be a pre bid meeting with the Bidders on the stipulated

date and time to address any queries in connection with the RFP

document. It is essential that all clarifications/queries be submitted

to IDBI Bank before the date and time specified on document

control sheet and in the format given as per Annexure VII.

3.6.5 A Bidder may modify or withdraw its Bid after its submission,

provided that written notice of the modification or withdrawal is

received by IDBI Bank prior to the closing date and time prescribed

for submission of Bids. No Bid can be modified or withdrawn by the

Bidder, subsequent to the closing date and time for submission of

the Bid.

3.6.6 No Bid may be withdrawn in the interval between the deadline for

submission of Bids and the expiry of Bid Validity Period.


27

Withdrawal of a Bid during this interval may result in the Bidder’s

forfeiture of its EMD.

3.6.7 The Bidders shall submit their Bids strictly in accordance with the

terms and conditions of this RFP document. Any Bidder, who

stipulates conditions contrary to the conditions given in this RFP

document, is liable for rejection forthwith. Any decision of IDBI


Bidders.

3.6.8 Technical Bid will be opened on the stipulated date mentioned in

document control sheet unless specified otherwise. The Commercial

Bids of Bidders will not be opened who are technically disqualified

and will not be taken up for further process and no

discussions/interface will be granted to such Bidders. Any decision

of IDBI Bank in this regard shall be final, conclusive and binding on

the Bidders.

3.6.9 IDBI Bank will scrutinize the Bids to determine completeness,

accurateness and whether items are quoted as per the schedule etc.

IDBI Bank may, at its discretion, waive any minor non-conformity

or any minor irregularity in the Bid. This shall be final, conclusive

and binding on all Bidders and IDBI Bank reserves the right for

such waivers.

3.6.10The Bid prepared by the Bidder, as well as all correspondence and

documents relating to the Bid exchanged by the Bidder and IDBI

Bank and supporting documents and printed literature shall be in

English. In case any supporting document is submitted in language

other than English, then certified translation copy shall also be

attached.


28

3.6.11. There should be no hand-written material, corrections or alterations

in the Bid. Technical details must be completely filled up. The Bid

form and the documents attached to it shall not be detached or

removed one from the other and no alteration(s) or mutilation(s) (other

than filling in all the blank spaces) shall be made in any of the Bid

documents attached thereto. Any alterations or changes to the entries

in the attached documents shall be made by a separate covering

letter, in the absence of which it shall be rejected forthwith. Any

decision in this regard by IDBI Bank shall be final, conclusive and

binding on the Bidder.

3.6.12IDBI Bank will not entertain any enquiries from the Bidders on the

status of the Bid nor allow any price reductions post Bid opening. No

Bidder shall contact IDBI Bank on any matter relating to its Bid, from

the time of Bid opening to the time the Contract is awarded. Any effort

by a Bidder to influence IDBI Bank in its decision on Bid evaluation,

comparison or Contract award decisions may result in the rejection of

the Bidder’s Bid forthwith and forfeiture of EMD. Any decision of IDBI


Bidder.

3.6.13The Bank reserves the right to accept or reject any Bid/offer received

in part or in full, and to cancel the Bidding process and reject all Bids

at any time prior to award of Contract, without thereby incurring any

liability to the affected Bidder or Bidders or any obligation to inform

the affected Bidder or Bidders of the grounds for the Bank’s action.

IDBI Bank shall not be bound to give any reasons or explain the

rationale for its actions/decisions to annul or abandon or cancel the

bid process. IDBI Bank further reserves the right to re-issue/re-

commence the Bid or circulate new RFP altogether on the subject

matter or any activity or part thereof concerning thereto.


29

3.7 Bid Opening and Evaluation

3.7.1 The Bank will open the Bids, in presence of the representatives of

Bidders who choose to attend, at the time and date mentioned in

document control sheet in this RFP document, unless otherwise

specified by IDBI Bank.

3.7.2 The representatives of the Bidder, who are present at that time, shall

sign and enter his/her name along with contact number in the Bid

opening register evidencing their attendance. In the event of the

specified date of Bid opening being declared a holiday for Bank, the

Bids shall be opened at the specified time and place on next working

day, unless otherwise notified by the Bank.

3.7.3 Bids that are rejected during the Bid opening process shall not be

considered for further evaluation, irrespective of the circumstances.

3.7.4 In the first stage, only the Technical Bids will be opened in presence of

the Bidder(s) representatives and Bank officials, same will be

evaluated by the Bank at a later date. The Bidders will be shortlisted

on the basis of fulfilling the eligibility criteria and scope of work as

detailed in this RFP. Thereafter, they will be subjected to technical

evaluation.

3.7.5 The proposals will be assessed based on the techno-commercial

evaluation as referred in the below section.

3.7.6 Bidders receiving a minimum of 60% marks under technical

evaluation (as per the matrix defined in clause no 3.8.8 of the RFP)

would be declared as technically qualified. However, In case there are

only two or less than two Bidder with a score above 60%, then only

the top 3 Bidders (subject to technical score not less than 50%) may

be considered for further evaluation.


30

3.7.7 The Commercial Bids of only those Bidders, which are technically

qualified, will be opened by Bank.

3.8 Technical Evaluation

3.8.1 The Bids will be evaluated on the basis of information/documents

submitted by the Bidders.

3.8.2 The Bank at its discretion may call upon the Bidders to make a

presentation regarding its technical capabilities, systems and

procedures employed towards execution of the Services. The

presentation of proposed solution/services will be at Bidder’s cost at

Bank’s premises, the address of which will be communicated prior

to such presentation.

3.8.3 As a part of evaluation process of Technical Bids, the Bank may

inspect the Bidder’s premises. The Bank, at its sole discretion, may

engage technical consultants for the purpose.

3.8.4 The Technical Bid should necessarily contain all Technical

details and other terms and condition of RFP

3.8.5 Bidder's proposal should conform to the contents and format of the

technical bid listed out in Annexure - II in the RFP.

3.8.6 Proposals not conforming to the specifications may be rejected

summarily. Any incomplete or ambiguous terms/conditions will

disqualify the offer.

3.8.7 The Technical Bid / Scope of the Work submitted by the Bidder will

be evaluated based on the terms and conditions of the RFP.


31

Detailed technical evaluation will include, technical information

submitted as per format (Annexure II) and scrutiny of bidders

details (as mentioned in Annexure III), proposed service

experience/ expertise demonstration of proposed solution/set up

and site visits etc. The Bidder will demonstrate/substantiate all or a

few of the claims made in the Technical Bid to the satisfaction of

the IDBI Bank, the capability to support all the required

functionalities at their cost in their office/in any other premises

where the said service is in use. The Bidder should use their own

tools/utilities/simulators to demonstrate the features laid in the

RFP/evaluation criteria.

3.8.8 The various parameters for technical evaluation and their scores are

given in the table below.

S.

No

Particulars Maxim

um Marks

Scoring Mechanism

1

Years of experience in the

business of TDS

reconciliation and related

activities as on 31st March

2019

20

3 - 5 years 5 marks

>5 - 7 years 10 marks

>7 – 10 years 15 marks

>10 years 20 marks

2

Relevant experience in

providing end to end TDS

reconciliation, remittance

and reporting services to

scheduled commercial Banks

/ Financial institutions

/NBFCs (with minimum

15

1 Banks /

FIs/NBFC

5 marks

2 – 3 Banks /

FIs/NBFC

10 marks

4 and more

Bank / FIs

15 marks


32

S.

No

Particulars Maxim

um Marks

Scoring Mechanism

1000 branches) as on 31st

March 2019

3

No. of TDS customers

handled per quarter (lakhs)

15

3 - 4 Lakhs 05 marks

>4 – 5 Lakhs 10 marks

More than 5 Lakhs

15 marks

4

No. of reporting entries

handled/ reported of form 60

15

7-10 Lakhs 5 marks

> 10 – 15 Lakhs 10 marks

More than 15

Lakhs

15 marks

5

Manpower pan-India

exclusively involved in the

form 60 and TDS

reconciliation and related

activities

10

20-40 5 marks

Above 40 10 marks

6

Experience in–providing

services for TDS on Cash

Withdrawal u/s 194N (to

scheduled commercial Banks

/Financial

institutions/NBFCs

(numbers)

15

1

Bank/FI/NBFC

5 marks

2 – 4

Bank/FI/NBFC

10 marks

5 and more

Bank/FI/NBFC

15 marks

7 Site Visit/ Presentation/

Proof of Concept 10

Total Technical marks (T) 100


33

Note:

1 The Bidders scoring a minimum of 60 marks based on the detailed

evaluation in Technical Proposal Evaluation would be qualified and short

listed for next Phase – Techno-Commercial Bid. In case no. of bidders

who scores 60 and above, is less than three then the top two bidders will

be considered for the further evaluation (subject to a minimum score of

50). In case of bidders not scoring the minimum score, IDBI Bank, at its

sole discretion, may scrap the RFP.

2 All certifications need to be on the letter heads of the Bidders/Clients of

the Bidders wherever applicable.

3 Site Visit / Presentation on the approach and current experience will be

assessed a part of the technical evaluation carrying a maximum of 10

marks. The objective agenda of the Site visit / presentation will be

intimated to the bidder during technical evaluation.

3.9 Opening of Commercial Bid

3.9.1 The sealed envelopes containing the Commercial Bids of only

technically qualified bidders shall be opened by the Bank.

3.9.2 IDBI Bank is not bound to accept the lowest or any Bid and has the

right to reject any or all Bids without assigning any reason

whatsoever. IDBI Bank also reserves the right to re-issue / re-

commence the Bid process. Any decision in this regard by IDBI Bank

shall be final, conclusive, and binding on the Bidders.

3.9.3 Bids not satisfying the procedure prescribed in the tender document

will be treated as invalid and rejected summarily.

3.10. Final Evaluation


34

3.10.1. The evaluation of the response to this RFP will be done on a 60-40

Techno-commercial Evaluation Method.

3.10.2. A comprehensive “Score (S)” will be arrived at after considering the

commercial quote and the marks obtained in technical evaluation

with relative weights of 40% for commercials and 60% for technical.

The Bidder with the highest score will be declared successful.

However, IDBI Bank, at its sole discretion, may award the

Contract to next highest scorer or any other Bidder, which shall

not be questioned by any of the Bidder.

3.10.3. Computation Methodology for arriving at “Successful Quote”:

A Score (S) will be calculated for all qualified bidders using the following

formula:

Clow- The lowest commercial bid.

C - Commercial quote of the bidder.

T - The marks obtained by the bidder out of 100 marks as per the

technical evaluation.

S.

N Bidder

Technical

Score - (T)

Commercial Quote in Rs. (C)

CS =(Clow/ C)*40

TS = T

*.60

Score(S) (Out of 100)

1 Bidder1 55 Not eligible for the commercial evaluation process.

2 Bidder 2 60 500 34 36 70

3 Bidder 3 70 425 40 42 82

4 Bidder 4 65 600 28.33 39 67.33

Commercial Score (CS) = Clow x 40

C

Technical score (TS) = T x 60

100

Final score (S) = CS + TS


35

5 Bidder 5 65 425 40 39 79

6 Bidder 6 70 500 34 42 76

In the above example, Bidder 3, with the highest score becomes the

successful TC1 bidder.

3.10.4 Bank reserves the right to negotiate the price with the finally

successful bidder before awarding the contract.

3.10.5 IDBI Bank's decision in respect to evaluation methodology will be

final and binding and no claims whatsoever in this respect will be

entertained.

3.10.6 Bank reserves the right to modify / amend the evaluation process at

any time during the Bid process, without assigning any reason,

whatsoever, and without any requirement of intimating the Bidders of

any such change. Any time during the process of evaluation Bank

may seek specific clarifications from any or all Bidders.

3.10.7 Bank also reserves the right to re-issue / re-commence / cancel the

Bid/Bid process. Any decision in this regard by IDBI Bank shall be

final, conclusive and binding on the Bidders.

3.10.8 Based on the final scoring, if two bidders scored highest points then

the TC1/ successful bidder will be identified based on the highest

score in Technical evaluation. In case if the bidders score the

technical

3.11 Completeness of Bids

IDBI Bank will examine the Bids to determine whether Bids are complete in

all respects, whether complies to all the terms & conditions and technical

specifications and for any computational errors, whether required sureties


36

have been furnished, whether the documents have been properly signed,

and whether the Bids are generally in order.

3.12 Rejection of non-responsive Bids

A Bid determined as non-responsive will be rejected forthwith by IDBI Bank

and may not subsequently be made responsive by the Bidder by correction

of the non-conformity. Any decision in this regard by IDBI Bank shall be

final, conclusive and binding on the Bidders and shall not be questioned/

challenged by the Bidders.

3.13 Clarifications of Bids

To assist in the scrutiny, evaluation and comparison of Bids, IDBI Bank

may, at its sole discretion, ask some or all Bidders for clarification of their

Bids. The request for such clarifications and the response will necessarily be

in writing and no change in the price or substance of the Bid shall be

sought, offered or permitted. Any decision of IDBI Bank in this regard shall

be final, conclusive and binding on the Bidder(s). The clarification of Bids

need to be submitted as per the format to be given by the Bank.

3.14 Waivers

IDBI Bank may temporarily or otherwise waive any minor informality or

infirmity or non-conformity or irregularity in a Bid, which at the sole

discretion of IDBI Bank, does not constitute a material deviation.

3.15 Rectifications of Errors

IDBI Bank reserves the right to adjust arithmetical or other errors in a Bid,

in the manner in which IDBI Bank considers appropriate or deem fit. Any

adjustments so made by IDBI Bank shall be stated to the Bidder, if IDBI

Bank makes an offer to accept its Bid. The final decision as to any error


37

manifest or otherwise shall be at the sole discretion of IDBI Bank and be

final, conclusive and binding on the Bidder.

3.16 Evaluation and comparison of Bids

3.16.1 Preliminary check

3.16.1.1 The RFP document will not be construed as any contract or

arrangement which may result from the issue of this RFP

document or any investigation or review carried out by any Bidder.

The Bidder acknowledges by submitting their response to this RFP

document that it has not relied on any information, representation,

or warranty given in this RFP document.

3.16.1.2 The Bids will be examined by the IDBI Bank to determine whether

they are complete in all respects. A Bid determined as not

substantially responsive will be rejected. The IDBI Bank may, at its

discretion waive any minor non-conformity or irregularity in a Bid

which does not constitute a material deviation.

3.16.1.3 After preliminary examinations and / or opening of the Technical

Bids, some or all of the Bidders may be asked for additional

clarification/documents/ presentation /demo of the

solution/services offered by them.

3.16.1.4 The proposals will be evaluated in two stages. In the first stage, i.e.

Technical Evaluation of the Bidders will be done. In the second

stage, the commercials bids will be opened.

3.16.1.5 Each Bidder acknowledges and accepts that IDBI Bank may, in its

absolute discretion, apply whatever criteria it deems appropriate in


38

the selection of Successful Bidder not limited to those selection

criteria set out in this RFP document and each Bidder shall not

question or challenge the action taken by IDBI Bank.

3.18 Performance Security

3.18.1 The Successful Bidder shall furnish the performance security within

15 days of the receipt of acceptance by Bank, as per the format in

Annexure X and Annexure XI.

3.18.2 The value of the performance security will be Rs.20 lakhs (Rupees

Twenty Lakhs only). The performance security shall be denominated

in Indian Rupees and shall be in the form of a Bank Guarantee issued

by an Indian scheduled commercial Bank and directly forwarded by

the issuing Bank to IDBI Bank. Alternatively, the Successful Bidder

can provide security in form of Fixed Deposit for same amount &

period with the Bank and with a lien marked in favour of the Bank.

3.18.3 The proceeds of the performance security shall be payable to Bank as

compensation for any loss or damage resulting from the Successful

Bidder's failure to complete its obligations under and in accordance

with the RFP/ Contract.

3.18.4 In case performance guarantee amount reduces from the initial

deposit due to penal deductions, etc., it shall be made up/replenished

back to the initial amount deposited within 15 days of such penal

deductions, etc. being effected.


39

3.18.5 As the Contract is for tenure of five years, the Successful Bidder shall

provide performance Bank guarantee for a period of five years and 12

months (claim period) from the date of award of Contract.

3.18.6 Performance Guarantee will be discharged by IDBI Bank and

returned to the Successful Bidder after 30 days from the successful

completion of the Contract.

3.18.7 Failure of the Successful Bidder to comply with the requirement of

the performance Bank guarantee shall constitute sufficient grounds

for the annulment of the award and forfeiture of the EMD, in which

event Bank may award the Contract to the next best evaluated Bidder

or call for new bids. Any decision in this regard by Bank shall be final,

conclusive and binding on the Bidder.

3.19 Integrity Pact

3.19.1IDBI Bank has implemented Integrity Pact (IP) and has appointed

Independent External Monitors (IEMs) for the IP in consultation with

Central Vigilance Commission to avoid all forms of corruption by

following a system that is fair, transparent and free from any influence

/ prejudice dealings prior to, during and subsequent to the currency of

the Contract to be entered into for the purpose of this RFP. The Bidder

is required to submit duly executed pre-contract Integrity Pact in line

with Annexure XVII as a pre-requisite condition while submitting the

bid.

3.19.2The Name and Contact details of the Independent External Monitor

(IEM) nominated by the Bank are as under:


40

Shri S. Srinivasan,

IAS (Retd.)

Contact no. 9483536100,

Email : [email protected]

Shri Ajaikumar,

Ex-CMD Corporation Bank

Contact no. 9619272893,

Email : [email protected]




41

SECTION - IV

Scope of Work

4.1 Scope of work

4.1.1 The detailed scope of work and requirements are given below. These

details/ requirements have been given under separate

headings/sections only for the purpose of better understanding and it

is to be clearly understood that, as mentioned elsewhere in this RFP

document, IDBI Bank intends to outsource the TDS reconciliation

and related activities for TDS from interest on deposits covered

under section 194A & 195 of the Income Tax Act, 1961 and TDS

on aggregate cash payment of more than Rs.1 Crore to a person

in Financial Year under section 194N of Income Tax Act, 1961 (

effective September 01,2019) and data validating, reporting of

Form 60 in Form 61 format to Income tax dept periodically.

All costs and expenses associated with the delivery of services as per

the scope of RFP should be borne by the Bidder. The Bidder should

have owned/ licensed set up for reporting of Form 60 and TDS

reconciliation, remittance and other related activities of IDBI Bank.

4.1.2 The Successful Bidder should ensure that all the requirements should

be available within a month from the date of signing the Contract. The

non-availability of the functionality will attract penalties, as may be

decided by IDBI Bank, and may also entail termination of Contract.

4.1.3 The costs and expenses for

installing/upgrading/operating/integrating the successful bidder’s

application/ software with IDBI Bank’s existing systems are to be

borne by the Service Provider/ successful Bidder.


42

4.1.4 The successful Bidder should undertake operational activities related

to form 60 reporting, TDS reconciliation and related activities for

previous years including five inactive decentralized TANs for which the

data on income tax portal/ TRACES is available, which involves post

filing of e- TDS returns/ statements/ Pan related changes for both

structural and un-structural format for the customers.

4.1.5 Turn Around Time (TAT) for services shall be as per Bank’s /

Statutory requirements. The Successful Bidder should provide data

analytical reports such as the number of forms received for

processing, Forms processed/rejected with reasons thereon, number

of entries reported, details of exempted customers etc. and adherence

of TAT or reasons for non-adherence etc.

4.1.6 Successful Bidder is to support/assist in carrying out necessary

customization/ changes to meet IDBI Bank’s and regulatory/statutory

requirements during the currency of the Contract without any

additional cost.

4.1.7 The Successful Bidder should provide round the clock reliable support

for facilitating IDBI Bank to handle income tax and customer

issues/related matters in respect of form 60 and TDS.

4.1.8 The process should be agreed through exchange of knowledge for

carrying the activities as per the scope of work and should be

documented.

4.1.9 The employees (on roll and off-roll) shall not be allowed to carry

mobile phones and storage devices of any kind into the floor area

designated for IDBI Bank's form 60 and TDS reconciliation and related

activities. No Storage devices in the computers and laptops which are


43

used for IDBI Bank’s work are permitted, without IDBI Bank’s prior

written permission.

4.1.10The services to be provided in terms of this RFP and/or Contract are

to be performed by the Service Provider on an ongoing (continuous)

basis.

4.1.11The services to be provided in terms of this RFP cover all the branches

of IDBI Bank located pan-India.

4.1.12The agreed services are to be provided on-site from IDBI Bank’s

premises from Mumbai / Navi Mumbai. However, in case the Bank’s

premise is relocated due to unavoidable reasons then the service

provider has to provide the services from that location anywhere in

India.

4.1.13 The Successful Bidder shall reinforce the existing deployment in

wake of compliance /change of statutory requirements, at the behest

of the Bank.

4.1.14The Successful Bidder shall provide end to end solution with regard to

TDS compliance viz. reconciling, remittance, filing and processing of

TDS returns/statements (including correction returns) which shall

mainly include following activities:

a) Verification of authenticity of PAN of the customer after opening an

account / updating the records.

b) Timely updation of Form 15G/ 15H submitted by the customers.


44

c) Extending TDS exemption to the customers based on Nil / lower

tax deduction certificate submitted by the customers.

d) Extending TDS exemption claimed by the customer under other

provisions of the Income-tax Act, 1961 after ensuring correctness

of the same as per Income tax provisions/notifications. Update the

Bank on revised requirements, if any, in this regard.

e) Extending benefit of DTAA to the non-resident customers as per

extant guidelines issued by CBDT

f) Refund of TDS after verifying the genuineness and legal modalities.

g) Recovery of TDS in case of manual interest paid or as per

requirement/obligation.

h) Ensure proper deduction of tax at source and also timely

remittance of TDS to the government account as per statutory

requirement.

i) Ensure reconciliation of intermediary office/ suspense accounts

related to TDS

j) Ensure correctness of PAN of the deductees before filing of return

to avoid short deduction u/s 206 AA of the Income-tax Act, 1961

on account of wrong PAN.

k) Ensure timely filing of TDS returns and issue of TDS Certificates to

the customers.


45

l) Attending to operational queries (including draft reply ) raised by

the customers/branches/Tax Authorities on form 60 and TDS.

m) Filing of correction returns for updation of PAN of the customers or

for any other reasons as per the requirement of IDBI Bank.

n) Analyzing the justification report of TDS returns processed by the

TRACES and provides brief report of actionable on the same.

Coordinating with TRACES, Ghaziabad on intimation u/s 200A

and 154 of the Income-tax Act, 1961 and ensuring that the

defaults are rectified at the earliest. To take up the matter with

TRACES, Ghaziabad on the matters which cannot be rectified by

filing correction returns. If required they may obtain support of

IDBI Bank’s official.

o) Proper maintenance of records of the following:

i) E-TDS returns along with supporting for both original

and corrections returns filed with TRACES/any other

authority prescribed by the Income Tax Department.

ii) Copy of form 16 A.

iii) Communication with branches / Income Tax

Department.

iv) Form 15G/ 15H / 15CA /15CB /DTAA-TRC /

Exemption certificate / etc., submitted by the

customers.

v) Justification report received from Income Tax

Department along with analysis.

vi) Any other document / information in connection with

filing and processing of form 60 and TDS returns and

all related activities.


46

p) Prepare reply to the queries/communication/notices received from

Income Tax Authorities in connection with TDS /Form 60 and

consultation to the bank from time to time on ascertaining the TDS

applicability of the customers.

q) Attending the matters before Income Tax Authorities along with

Taxation Officials regarding TDS.

r) Co-ordination and follow up with TRACES official for any technical

issues.

s) Advising the Bank on the corrective measures on recurring issues

arising from TDS and/or form 60.

t) Any other compliance on TDS and / or form 60.

u) Any other matters pertaining to CPU related to income tax dept

may be required to address in view of changes / modifications in

tax laws / regulations / other statutory requirements.

v) Arranging 15CA/15CB certification under IT Act regarding

payments made by CPU to visa/ master card/ any other overseas

agency.

w) Identifying the reportable data from the form 60 dump provided

based on the name, constitution, and/or type of the customer.

x) Validating the data as per the utility of income tax dept.

y) Any other document / information in connection with filing and

reporting of processing of form 60.


47

SECTION – V

Definitions and Terms & Conditions of RFP/Contract

5.1 Definitions

This RFP is not an offer by IDBI Bank, but an invitation to offer for Bidder

responses. No contractual obligation on behalf of IDBI Bank, whatsoever,

shall arise from the RFP process unless and until a formal contract is signed

and executed by duly authorized officers of IDBI Bank and the Successful

Bidder. The Bidder shall also confirm unconditional Acceptance of Terms &

Conditions of the RFP on its letter head in the specified format (Annexure

XVI).

5.1.1 In this RFP/ Contract, the following terms shall have the following

meanings and shall be interpreted accordingly:

5.1.2 “Applicable Law” means with respect to any person all laws, statutes,

treaties, rules, regulations, determinations, orders, notifications,

writs, processes, decrees, injunctions, judgments or awards of an

arbitrator, a court or any other governmental authorities and all

governmental authorizations binding upon or applicable to such

person or to any of its property or assets.

5.1.3 “Acceptance of Bid” means the letter/fax or any memorandum

communicating to the Bidder the acceptance of its Bid.

5.1.4 “Site” means the place in which the operations/Service(s) are to be

carried out or places approved by IDBI Bank for the purposes of the

Contract together with any other places designated in the Contract as

forming part of the Site.


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5.1.5 “Good/Best Industry Practice” means the exercise of degree of skill,

diligence, and prudence which is expected from a highly skilled

experienced and internationally recognized and reputed service

provider engaged in the same type of undertaking engaged in similar

activity under similar circumstances and acting generally in

accordance with the prevailing laws, rules, regulations codes, and

industry standards.

5.1.6 "The Contract" means the agreement to be entered into between IDBI

Bank and the Successful Bidder as recorded in the contract form duly

signed by the parties (in the form set out in Annexure IX), including

all annexure, schedules, exhibits, supplements, appendices,

amendments, revisions, notations and modifications thereof , as

indicated/spelt out in this RFP.

5.1.7 “Bidder" means and includes any person/firm/company who

has/have participated in the bidding process.

5.1.8 “Successful Bidder" or “Service Provider” means any person(s) whose

Bid has been accepted by IDBI Bank and to whom work has been

awarded and shall include its authorized representatives, successors

and permitted assigns.

5.1.9 "IDBI Bank/Bank" means IDBI Bank Limited including its successors

and assigns.

5.1.10 "The Contract Price" means the price/compensation, payable to the

Successful Bidder under and in accordance with the Contract, for the

due performance and observance of its contractual obligations under

and in accordance with the Contract.


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5.1.11 "Confidential Information" means, (i) intellectual property

information and information relating to Intellectual Property Rights;

(ii) technical or business information or material not covered in (i); (iii)

proprietary or internal information related to the current, future and

proposed products or service(s) of the Bank including, financial

information, process/flow charts, business models, designs, drawings,

data information related to products and service(s), procurement

requirements, purchasing, customers, investors, employees, business

and contractual relationships, business forecasts, business plans and

strategies, information the Parties provide regarding third parties; (iv)

information disclosed pursuant to the Contract and (v) all such other

information which by its nature or the circumstances of its disclosure

is confidential.

5.1.12 “Intellectual Property Rights” means any patent, copyright,

trademark, trade name, design, trade secret, permit, service marks,

brands, propriety information, knowledge, technology, licenses,

databases, computer programs, software, know how or other form of

intellectual property right, title, benefits or interest whether arising

before or after the execution of this Contract and the right to

ownership and registration of these rights.

5.1.13 “Parties” means the IDBI Bank and the Successful Bidder and

“Party” means either of the Parties.

5.1.14 “Service(s)” means services required to be performed by the Bidder

under the Contract, as specified in Scope of Work in compliance with

the Service Level Requirements.


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5.1.15 “Service Level Requirements” means the level of service and other

performance criteria which will apply to the Service(s) and the Bidder

undertakes to perform as per scope of work and as per Annexure

numbers V, VI, VII and VIII or as may be agreed between the parties.

5.1.16 Customer identified based on the customer ID/CIF.c

5.2 Interpretation

In this RFP/ in the Contract, unless a contrary intention is evident:

5.2.1 Time is the essence in the performance of the Parties’ respective

obligations, if any time period specified herein is extended, such time

shall also be of the essence.

5.2.2 The clauses/headings are for convenient reference(s) only and do not

forms part of this RFP/ the Contract;

5.2.3 Unless otherwise specified, a reference to a clause number is a

reference to all of its sub-clauses;

5.2.4 Unless otherwise specified, a reference to a clause, sub-clause or

section is a reference to a clause, sub-clause or section of this RFP/

the Contract including any amendments or modifications to the same

from time to time;

5.2.5 A word in the singular includes plural and a word in the plural

includes singular;

5.2.6 A word implying a gender includes any other gender;

5.2.7 A reference to a person includes a body corporate also;


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5.2.8 A reference to legislation includes legislation repealing, replacing or

amending that legislation;

5.2.9 Where a word or phrase is given a particular meaning, it includes the

appropriate grammatical forms of that word or phrase, which have

corresponding meanings;

5.2.10Reasonability and materiality of "doubt" and "controversy" shall be at

the sole discretion of IDBI Bank.

5.2.11The words not expressly defined herein shall have meanings ascribed

to them in the General Clauses Act, 1897 or such other relevant

applicable law as amended from time to time.

In case of a difference of opinion on the part of the Bidder in

comprehending and /or interpreting any clause/provision of this RFP

after submission of the Bid, the interpretation by IDBI Bank and

decision of IDBI Bank in this behalf shall be final, conclusive and

binding on the Bidder(s).

5.3 Bidder Responsibility:

5.3.1 If the scope of work includes equipment products/services/software

and/or support by other companies or individuals, the Successful

Bidder shall be responsible for its delivery, installation and

maintenance and uninterrupted operations. The Bidder must ensure

that they possess the necessary expertise for executing the Scope of

Work and the requisite permission/license for the

equipment/software/manpower. It will be the responsibility of the

Bidder to enter into inter-se agreement with such other service

provider(s) so as to ensure uninterrupted operations.


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5.3.2 The Successful Bidder should have all necessary licenses,

permissions, consents, no objections, approvals as required under law

for performing the Services.

5.3.3 The Successful Bidder must build adequate safeguards to ensure that

the information/documents/ records/assets of the Bank are

maintained in a way that the same are safe and there is no co-

mingling of similar information with other organizations to which it

may be providing services.

5.3.4 The Successful Bidder shall ensure preservation of all

documents/data in accordance with all legal and regulatory

obligations.

5.3.5 The Successful Bidder must ensure and confirm due

diligence/KYC/Physical verification of its own as well as the

employees of its service providers/sub-contractors and must be able

to provide documentary evidence for the same if required.

5.4 Acceptance of offer letter by the Successful Bidder and Signing of

Contract:

5.4.1 Before the expiry of the Bid Validity Period, IDBI Bank shall notify the

preferred Bidder in writing by registered letter or by fax or by e-mail or

by hand-delivery, that its Bid has been accepted. However, IDBI Bank

may negotiate certain terms with such Bidder. The Bidder shall

acknowledge in writing receipt of the notification of acceptance and

has to convey in writing his absolute, unconditional and unqualified

acceptance within 15 days from the date of intimation from the Bank

(hereinafter referred to as “Acceptance”) and thereafter enter into


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Contract within 15 days from the date of Acceptance of notification of

acceptance.

5.4.2 If the aforesaid acknowledgment is not received by IDBI Bank within

15 days from the date of offer letter the amount of EMD submitted by

such Bidder would be forfeited.

5.4.3 The notification of the acceptance shall be followed by signing of the

Contract. The Successful Bidder should sign the Contract as per

Annexure IX. The signing of Contract will tantamount to award of

Contract and Bidder shall perform the Services.

The signing of Contract shall be completed within 15 days from the

award of the Contract and shall be executed at Mumbai.

5.4.4 Upon the aforesaid preferred Bidder signing the Contract, IDBI Bank

shall promptly request the Bidder to provide performance

guarantee/performance security. EMD of such Bidder shall be

discharged on signing of the Contract and upon furnishing the

performance security/performance guarantee to the satisfaction of

IDBI Bank. The EMD of any unsuccessful Bidder(s) shall be

discharged / returned as promptly as possible but not later than 90

days from the date of opening of commercial bid/declaration of

successful Bidder, whichever is later.

5.5 Expenses for the Contract

5.5.1 The incidental expenses of execution of Contract including but not

limited to payment of proper stamp duty shall be borne by the

Successful Bidder.


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5.6 Representations and Warranties

5.6.1 The Bidder hereby represents and warrants the following:

5.6.2 It is duly organized and validly existing individual/entity under Indian

Laws.

5.6.3 It has power and authority to execute and deliver the Contract/the

presents and has taken all necessary steps to authorize execution,

delivery and performance of the presents.

5.6.4 It meets the requisite eligibility criteria as set out in the RFP.

5.6.5 It is not involved in any major litigation and no litigation and/or

investigation is threatened against it. That the existing or threatened

litigations or investigations do not have an impact of affecting or

compromising the performance and delivery of Service(s) under the

presents. That there are no winding up/ insolvency proceeds pending

or threatened against it.

5.6.6 The representations made by it in its Bid are and shall continue to

remain true and fulfill all the requirements as are necessary for

executing the duties, obligations and responsibilities as laid down in

the Contract and RFP and unless IDBI Bank specifies to the contrary.

It has not suppressed any information which is within its knowledge.

5.6.7 The execution of the Service(s) herein is and shall be strictly in

accordance and in compliance with all Applicable Laws, as amended

from time to time, the regulatory framework governing the same and

the Good Industry Practice. It has all permissions, consents,

approvals and license from all authorities, both regulatory/statutory

and non-regulatory, for executing the Service(s);


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5.6.8 It is authorized and legally eligible and otherwise entitled and has

power and authority to do all things necessary and appropriate and to

consummate the Service(s).

5.6.9 Neither the execution and delivery of the Contract nor the Bidder’s

compliance with or performance of terms and provisions of the

Contract shall contravene any provisions of Applicable Law nor shall it

violate any provisions of its constitutional documents or any

agreement or arrangement to which it is a party.

5.6.10That the Bidder shall procure all the necessary permissions and

requisite authorizations, approvals, consents, no objections and/or

licenses for use of various software and/or any copyrighted

process/product.

5.6.11That the Bidder certifies that all registrations, recordings, filings and

notarizations of the Contract and all payments of any tax or duty,

including without limitation stamp duty, registration charges or

similar amounts which are required to be effected or made by the

Bidder which is necessary to ensure the legality, validity,

enforceability or admissibility in evidence of the Contract have been

made by him/her/it.

5.6.12That the Bidder confirms that there has not and shall not occur any

execution, amendment or modification of any agreement/contract

without the prior written consent of IDBI Bank, which may directly or

indirectly have a bearing on the Contract or Service(s).

5.6.13TDS Reconciliation and Related Activities services under outsourced

model offered to the Bank do not violate any provisions of the

Applicable Laws, regulations or guidelines including laws relating to


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intellectual property rights, legal and environmental. In case there is

any violation of any law, rules or regulation, which is capable of being

remedied the same will be got remedied immediately during the

implementation, maintenance and contract period to the satisfaction

of the Bank;

5.6.14If the Successful Bidder having been notified fails to remedy the

defect(s) within the period specified, Bank may proceed to take such

remedial action as may be necessary, at the Successful Bidder’s risk

and expense and without prejudice to any other rights which Bank

may have against the Successful Bidder under and in accordance with

the Contract.

5.6.15It has made or shall make all necessary arrangement for delivery of

the Service(s). In case of failure on the part of Successful Bidder to

provide any material/service as mentioned, Bank has a right not to

pay for such particular part of material/service and has also right to

deduct penalties for such damages. Any decision of Bank in this

regard shall be final, conclusive and binding on the Successful Bidder.

5.7 Insurance

5.7.1 The Successful Bidder shall take adequate insurance cover against all

kinds of risks including fidelity clause for the loss arising from acts of

omission/ commission/ dishonesty of its employees and/ or

agents and would be required to keep the insurance policy alive at all

times during the currency of the Contract.


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5.8 Performance Security

5.8.1 The Successful Bidder(s) shall be required to provide a Bank

guarantee for Rs.20 Lakh valid for the tenure of the contract (i.e. 60

months) with an additional claim period of 12 months, indemnifying

the Bank against any loss. The Bank guarantee shall be provided to

office specified by the Bank within 15 days from the date of receipt of

acceptance letter from the Bank. Alternatively, the Successful Bidder

can provide security in form of Fixed Deposit for same amount &

period with IDBI Bank with a lien marked in favour of IDBI Bank.

5.9 Period of Contract

5.9.1 The Contract will be valid for a period of five (5) years, which may be

extended for a further period at Bank’s discretion. In case of an

extension, the Bank may review the rates. Till the existing Contract is

either renewed or switched over to the other service provider, the

Successful Bidder(s) shall continue to give support of its/their services

for a period of additional 6 months from the date of the expiry of the

Contract/at the agreed rate and on the same terms & conditions.

5.9.2 IDBI Bank reserves the right to terminate the Contract at its sole

discretion by giving one months’ notice.

5.10 Delivery period

5.10.1The Successful Bidder shall complete the requisite setup for smooth

functioning of the TDS reconciliation and related activities within one

month from the date of signing the Contract.


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5.11 Standard of Performance

5.11.1The Successful Bidder shall perform the Service(s) and carry out its

obligations under the Contract/ this RFP with due diligence,

efficiency, and economy, in accordance with generally globally

accepted techniques and practices used in industry and with

professional engineering standards recognized by the international

professional bodies as per Best Industry Practices. The Successful

Bidder shall safeguard IDBI Bank's legitimate interests in any dealing

with third parties.

5.12 Resolution of disputes:

5.12.1All disputes or differences, whatsoever, arising between the parties

out of or in relation to the terms and conditions, meaning and

operation or effect of this RFP Document or breach thereof shall be

settled amicably. In case they are not able to settle the disputes or

differences between them amicably, the same shall be settled by

arbitration in accordance with the Indian Laws relating to arbitration

and the award made in pursuance thereof shall be binding on the

parties. The Arbitrator/Arbitrators shall give a reasoned award. Each

Party to the dispute shall appoint 1 arbitrator each and the two

arbitrators shall jointly appoint the third or the presiding arbitrator.

In case, the Bidder/Successful Bidder fails to appoint its arbitrator or

any conflict in the appointment of the arbitrator, sole arbitrator

appointed by IDBI Bank will arbitrate the matter and decision of such

arbitrator shall be binding on the parties. The arbitration proceedings

shall be conducted in English language. Each Party shall bear the cost

of preparing and presenting its case, and the cost of arbitration,

including fees and expenses of the arbitrators, shall be shared equally


59

by the Parties unless the award otherwise provides. Any appeal will be

subject to the exclusive jurisdiction of courts at Mumbai.

5.12.2The Successful Bidder(s) shall not be entitled to suspend the work/

Service(s) or the completion of the job under the Contract, during the

arbitration proceeding pending resolution of any disputes between the

Parties, unless otherwise directed in writing by IDBI Bank or unless

the matter is such that the work /Service(s) cannot possibly be

continued until the decision of the arbitrator is arrived at. However

during such a contingency, IDBI Bank shall be entitled to make

alternative arrangements to tackle the situation in any manner it

deems fit, at the cost of the Bidder, so that the business of IDBI Bank

is not disrupted.

The venue for arbitration shall be the sole discretion of the Bank. The

provision under this section shall survive the Contract.

5.13 Liquidated Damage

5.13.1If the Successful Bidder fails to deliver or perform the Services as

stipulated in the Contract, IDBI Bank shall, without prejudice to its

other remedies available under the RFP/Contract, deduct as

liquidated damages a sum equivalent to 1% of the billing amount for

the preceding month subject to maximum of 10%, for each week of

delay until satisfactory performance is ensured. IDBI Bank reserves

all the rights to levy the penalties under the Contract in case

satisfactory Services are not restored.

5.13.2IDBI Bank is entitled to withhold the payment or deduct liquidated

damages from the price under the Contract or any other amount,

which is due to Bidder from this Contract, or any other contract.


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5.13.3Any loss caused to IDBI Bank or claims made against IDBI Bank

owing to non-performance of the Services by the Successful Bidder as

per the Contract, or non-compliance of regulatory guidelines, will

attract liquidated damages to the extent that the claim is made

against the Bank. The Bank reserves the right to recover this amount

from any dues payable or accrue to the Successful Bidder in future in

any form.

5.13.4Any financial loss to IDBI Bank on account of fraud taking place due

to Successful Bidder, its employees or their service provider’s

negligence shall be recoverable from the Successful Bidder along with

damages if any with regard to IDBI Bank’s reputation and goodwill.

5.14 Cancellation of Contract and Compensation:

5.14.1IDBI Bank reserves the right to cancel the Contract and recover

expenditure incurred by IDBI Bank under the following

circumstances:

5.14.2The Successful Bidder commits a breach of any of the terms and

conditions of the Bid/ RFP/ the Contract.

5.14.3The Successful Bidder goes into liquidation, voluntarily or otherwise.

5.14.4An attachment is ordered or continues to be so for a period of seven

days on the assets of the Successful Bidder.

5.14.5The progress performance of Services or execution of the order

accepted, made by the Successful Bidder is found to be

unsatisfactory.


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5.14.6 If deductions on account of liquidated damages exceeds more than

2% of the total Contract value.

5.14.7After the award of the Contract, if the Successful Bidder does not

perform satisfactorily or delays execution of the Contract.

5.14.8 If for any reason, the Contract is cancelled, IDBI Bank reserves the

right to get the works executed through alternate sources at the risk,

cost and responsibility of the Successful Bidder. IDBI Bank reserves

the right to recover any dues payable by the Successful Bidder from

any amount outstanding to the credit of Successful Bidder, including

the pending bills and/or invoking the Bank guarantee under this

RFP/Contract. Successful Bidder shall not have any claim against the

decision of IDBI Bank and decision of IDBI Bank shall be final and

conclusive and shall be binding on the Successful Bidder.

5.15 Confidentiality:

5.15.1The Bidder agrees that it shall hold in trust any Confidential

Information received by it, under the RFP/Contract, and the strictest

of confidence shall be maintained in respect of such Information. The

Bidder also agrees:

5.15.2To maintains and uses the Confidential Information only for the

purposes of the RFP/Contract and only as permitted by IDBI Bank;

5.15.3To only makes copies as specifically authorized by the prior written

consent of IDBI Bank and with the same confidential or proprietary

notices as may be printed or displayed on the original;


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5.15.4To restrict access and disclosure of Confidential Information to such

of their employees, agents, vendors and Bidders strictly on a "need to

know" basis, to maintain confidentiality of the information disclosed to

them in accordance with this Clause.

5.15.5To treat all information as Confidential Information forever

irrespective of whether the Contract is continued or is terminated. Any

information related to the Bank’s customers/processes should be

treated confidential at all times.

5.15.6Notwithstanding the foregoing, the Successful Bidder acknowledges

that the nature of the Service(s) to be performed under the

Contract/RFP may require the Successful Bidder(s)’ personnel to be

present on premises of IDBI Bank or may require the Successful

Bidder(s)’ personnel to have access to computer networks of IDBI

Bank while on or off premises of IDBI Bank. It is understood that it

would be impractical for IDBI Bank to monitor all information made

available to the Successful Bidder(s) under such circumstances and to

provide notice to the Successful Bidder(s) of the confidentiality of all

such information. Therefore, the Successful Bidder(s) agree(s) that any

technical or business or other information of the Bank that the

Successful Bidder(s)’ personnel acquire while on the IDBI Bank’s

premises, or through access to IDBI Bank’s computer systems or

databases while on or off IDBI Bank’s premises, shall be deemed

Confidential Information.

5.15.7Confidential Information shall at all times remain the sole and

exclusive property of IDBI Bank. Upon termination of the Contract,

Confidential Information shall be returned to IDBI Bank or destroyed,

if incapable of return. The destruction shall be witnessed and so

recorded, in writing, by an authorized representative of each of IDBI


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Bank and the Successful Bidder(s). Nothing contained herein shall in

any manner impair rights of IDBI Bank in respect of the Service(s),

and documents, etc.

5.15.8All the information relating to the account holders (including but not

limited to any information pertaining to the applicants) shall at all

times remain Confidential Information and shall be held in trust by

the Successful Bidder on behalf of IDBI Bank and the Successful

Bidder shall not use the same for any purpose other than for the

performance of the Services and towards compliance of obligations

under RFP/the Contract.

5.15.9In the event that the Successful Bidders becomes legally compelled to

disclose any Confidential Information, then such Bidder shall give

sufficient notice to IDBI Bank to enable IDBI Bank to obtain protective

order in order to prevent or minimize to the extent possible, such

disclosure. Neither party shall disclose to a third party any

Confidential Information or the contents of the Contract without the

prior written consent of the other Party. The obligations of this Clause

shall be satisfied by handling Confidential Information with the same

degree of care, which the receiving Party applies to its own similar

confidential information but in no event less than reasonable care.

The obligations of this Clause shall survive the expiry, cancellation or

termination of the Contract till such Confidential Information enters

public domain or as stated above.

5.15.10The provision of this clause shall survive termination of the

Contract.


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5.17 Execution of Non Disclosure Agreement (NDA):

5.17.1The Successful Bidder should execute Non- Disclosure Agreement

(NDA) as per Annexure-XIII.

5.18 Indemnity

5.18.1The Successful Bidder shall execute and furnish to IDBI Bank, a

deed of indemnity in favour of the IDBI Bank in a form and manner,

as given in Annexure-XII, indemnifying the IDBI Bank, its directors,

employees, agents, its affiliates, subsidiaries, successors, assigns and

representatives from and against any costs, loss, damages, expense,

claims, litigations, suits, actions, judgments, and or otherwise

including but not limited to those from third parties or liabilities of

any kind howsoever suffered, arising out of or incurred inter alia

during and after the Contract period including but not limited to

third-party claims due to unauthorized disclosure of Confidential

Information, infringement of patent, trademark, Intellectual Property

Rights, copy-rights or industrial drawings and designs arising from

use of the Services or any part thereof and/or otherwise. The

provisions under this clause shall survive the termination of the

Contract.

5.19 Penalty:

5.19.1IDBI Bank has the right to recover penalty for non-compliance of any

of the terms of services as mentioned under the scope of work (RFP)

at 1% of preceding month bills or to indemnify the bank to the extent

of losses/penalty imposed by regulatory authority arising out of

deficient service, whichever is higher . IDBI Bank may, without

prejudice to its right to affect recovery by any other method, deduct


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the amount of Penalty from any money belonging to the Bidder in its

hands or which may become due to the Bidder. Any such recovery of

penalty shall not in any way relieve the Bidder from any of its

obligations to complete the works / Services or from any other

obligations and liabilities under the Contract.

5.20 Authorized Signatory

5.20.1The Successful Bidder shall indicate the authorized signatories who

can discuss and correspond with IDBI Bank with regard to the

obligations under the Contract/RFP. The Successful Bidder shall at

the time of signing the Contract submit a certified copy of the

resolution of their board, authenticated by the company secretary,

authorizing an official or officials of the Bidder to discuss, sign

agreements/contracts with IDBI Bank , raise invoice and accept

payments and also to correspond. The Successful Bidder shall provide

proof of signature identification for the above purposes as required by

IDBI Bank.

5.21 Signing of Bid

5.21.1Each Bid will be submitted in the legal name of the Bidder and shall

be signed and duly stamped by the Bidder or a person duly authorized

to sign on behalf of the Bidder.

5.22 Execution of SLA:

5.22.1The Bidder should execute a Service Level Agreement(SLA), which

would include all the services and terms and conditions of the services

to be extended as detailed herein and as may be prescribed by the

Bank. The Bidder will execute SLA within 15 days from the date of


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acceptance of contract. This RFP document and subsequent

corrigendum/s (if any) will become integral part of SLA.

5.23 Ownership and Retention of Documents:

5.23.1IDBI Bank shall own the documents, prepared by or for the

Successful Bidder arising out of or in connection with the

Contract/RFP.

5.23.2Forthwith upon expiry or earlier termination of the Contract and at

any other time on demand by IDBI Bank, the Successful Bidder shall

deliver to IDBI Bank all documents provided by or originating from

IDBI Bank and all documents produced by or from or for the

Successful Bidder in the course of performing the Service(s), unless

otherwise directed in writing by IDBI Bank, at no additional cost.

5.23.3The Successful Bidder shall not, without the prior written consent of

IDBI Bank, store, copy, distribute or retain any such documents.

Successful Bidder shall preserve all documents provided by or

originating from IDBI Bank and all documents produced by or from or

for the Successful Bidder in the course of performing the Service(s) in

accordance with the legal, statutory, regulatory obligations of IDBI

Bank in this regard.

5.24 Successful Bidder’s Integrity

5.24.1The Successful Bidder is responsible for and obliged to carry out all

the services strictly in accordance with Contract using state-of-the-art

methods and economic principles and exercising all means available

to achieve the performance specified in the Contract.


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5.25 Publicity:

5.25.1Any publicity by the Successful Bidder in which, the name of IDBI

Bank is to be used should be done only with the explicit written

permission of IDBI Bank.

5.26 Assignment:

5.26.1The Successful Bidder shall not assign to anyone, in whole or in part,

its obligations to perform under the Contract/RFP, except with the

Bank’s prior written consent

5.27 Inspection & audit of the services

5.27.1IDBI Bank and such other persons as may be appointed by it, shall at

all reasonable times have access to any site where the Successful

Bidder is performing/ performs any of the Services and such person

shall have the right to inspect such performance and all

documentation related thereto and to make and retain copies of the

aforesaid documentation.

5.27.2The Successful Bidder shall be required to keep complete and

accurate records of all the operations and expenses in connection with

the Services provided to IDBI Bank. All such records shall be kept on

file by the Successful Bidder for the contracted period from the date of

the transaction. However, the Bank may consider taking over the

records from the service provider from time to time at its sole

discretion.

5.27.3The Successful Bidder shall, co-operate with IDBI Bank’s, internal or

external auditor to assure a prompt and accurate audit. The


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Successful Bidder shall also co-operate in good faith with IDBI Bank

to correct any practices which are found to be deficient as a result of

any such audit within a reasonable time after receipt of IDBI

Bank 's audit report. Such audits or reviews will be at the expenses of

IDBI Bank. However, if the audit discovers discrepancies or

overcharges, then upon completion of such audit or review, the

Successful Bidder shall be bound and liable to reimburse to IDBI

Bank such discrepancies or overcharges and for the cost of the audit.

5.27.4The Successful Bidder agrees to allow officers of IDBI Bank to inspect

and make copies at their own cost, of the records relating to the

Services performed/delivered by the Successful Bidder, maintained by

Successful Bidder pursuant to the Contract/this RFP.

In regards to the above, the Regulators and Government Authorities

including RBI officials shall be entitled to conduct audits of the

Successful Bidder at any point of time.

5.28 Compliance with RBI and other Regulatory requirements

IDBI Bank or Successful Bidder shall individually obtain the

necessary regulatory and statutory approvals from the RBI or other

regulatory/statutory bodies, if any required, for the Services. Any

demand for information regarding any of the matters to the extent

mutually agreeable under this Agreement called for by the RBI or any

other regulatory body shall be promptly responded to by the

concerned Party. The Successful Bidder shall undertake to comply

with all the statutory and regulatory requirements under the

Applicable Laws in connection with Services including Labour and

Industrial Laws. All RBI guidelines on outsourcing shall ipso-facto

form integral part of the Contract and should be read as forming part


69

of the Contract and the Contract shall stand amended to be in

conformity with RBI guidelines or guidelines applicable issued by any

other Regulator.

5.29 Statutory Requirements and Right of inspection by RBI

a) The Contract will be executed by abiding laws and the directive,

instructions, guidelines issued by the Regulators (including RBI) and

competent authority from time to time. During the tenure of the

Contract nothing shall be done by the Successful Bidder in

contravention of any law, act and/ or rules/regulations, thereunder or

any amendment thereof governing inter-alia customs, foreign

exchange, etc., and shall keep IDBI Bank, its directors, officers,

employees, representatives, agents and consultants indemnified in

this regard.

b) During the tenure of the Contract, Reserve Bank of India or one or

more of its officers or any person authorized by it shall have the right

to inspect the books and account of the Successful Bidder including

but not limited to the documents provided by IDBI Bank, record of

transactions, and other necessary information given to, stored or

processed by the Successful Bidder within a reasonable time. The

Successful Bidder shall preserve the information, documents and

records in accordance with the legal, statutory, regulatory obligations

as per applicable laws.

5.30 Relationship between the Parties:

5.30.1Nothing in the Contract constitutes any fiduciary relationship

between IDBI Bank and Successful Bidder/its team or any


70

relationship of employer - employee, principal and agent, or

partnership, between IDBI Bank and the Successful Bidder.

5.30.2No Party has any authority to bind the other Party in any manner

whatsoever, except as agreed under the terms of the Contract.

5.30.3IDBI Bank has no obligation to the Successful Bidder except as

agreed under the terms of the Contract.

5.30.4All employees/personnel/representatives/agents etc., engaged by the

Successful Bidder for performing its obligations under the

Contract/RFP shall be in sole employment of the Successful Bidder

and the Successful Bidder shall be solely responsible for their

salaries, wages, statutory payments etc. Under no circumstances,

shall IDBI Bank be liable for any payment or claim or compensation

(including but not limited to any compensation on account of any

injury/death/termination) of any nature to the employees/ personnel/

representatives/ agent etc. of the Successful Bidder.

5.30.5The Successful Bidder shall not make or permit to be made a public

announcement or media release about any aspect of the Contract

unless IDBI Bank first gives the Successful Bidder its prior written

consent.

5.31 Conflict of interest

5.31.1The Successful Bidder shall disclose to IDBI Bank in writing, all

actual and potential conflicts of interest that exist, arise or may arise

(either for the Successful Bidder or its

team/agents/representatives/personnel etc.) in the course of


71

performing the Services as soon as practical after it becomes aware of

that conflict.

5.32 Taxes

5.32.1The quoted prices shall be excluding service tax and treated inclusive

of exchange rate fluctuations, all other taxes, statutory liabilities, etc.

If any tax is levied by virtue of law in force after awarding of the

Contract, it will be borne by the Successful Bidder and Bank will not

incur any liability. In case Bank has to pay such taxes/dues for

restoration of Services, it will have right to deduct the same from the

amount payable to the Successful Bidder.

5.33 Payment and Payment Terms

5.33.1In consideration of the Successful Bidder providing deliverables and

services and performance of the obligations as set out in this RFP/the

Contract, the Bank shall pay to the Successful Bidder the fees as

agreed. The Successful Bidder shall raise monthly invoices. It is

agreed that the Bank shall make payments for all undisputed invoices

to the Successful Bidder in accordance with the payment terms. The

Bank shall make the payment to the Successful Bidder deducting

penalties, if any, within a period of 15 days. All the payments to the

Successful Bidder shall be subject to the performance of the Services

to the satisfaction of IDBI Bank.

5.33.2For any delay in commencement of activities on the part of Successful

Bidder beyond one month after signing of the Contract with the Bank,

a penalty @ `10,000 per day (i.e. from 1st day of 2nd month onwards)

will be charged.


72

5.33.3If the Successful Bidder fails to deliver or perform the Services within

stipulated time schedule as decided hereto, IDBI Bank shall, without

prejudice to its other remedies available under the Contract, deduct

from the monthly billing amount, the liquidated damages, i.e., a sum

equivalent to 2% of the billing amount for the preceding month until

satisfactory performance is ensured. IDBI Bank reserves all the rights

to levy the penalties under the contract in case satisfactory services

are not restored.

5.33.4Bank is entitled to withhold or deduct liquidated damages from the

price under the contract or any other amount, which is due to

Successful Bidder from this contract, or any other contract.

5.33.5Notwithstanding anything contained in this RFP/ the Contract or in

any other document(s)

a) Under no circumstances IDBI Bank shall be liable to the

Successful Bidder and/or its employees / personnel /

representatives/agent etc. for direct, indirect, incidental,

consequential, special or exemplary damages arising from

termination of the Contract;

b) IDBI Bank shall not have any liability whatsoever in case of any

third party claims, demands, suit, actions or other proceedings

against the Successful Bidder or any other person engaged by the

Successful Bidder in the course of performance of the Service.

5.33.6Any payments made to and received by authorized Successful Bidder

personnel shall be considered as a full discharge of IDBI Bank’s

obligations for payment under the Contract.


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5.34 Contract Amendments

5.34.1No variation in or modification of the terms of the Contract shall be

made except by written mutual consent signed by both the Parties i.e.

the Successful Bidder and IDBI Bank. The Successful Bidder,

however, agrees it shall be bound to amend the Contract, if so

required by IDBI Bank, for giving effect to any amendment,

modification etc. in the applicable laws including but not limited to

amendment/modification etc. in the Reserve Bank of India Act, 1934/

the Banking Regulations Act, 1949 and/or to give effect to any

modifications, amendments or fresh guidelines issued/imposed by

RBI.

5.35 Termination

5.35.1IDBI Bank may, without assigning any reasons, terminate the

Contract by giving Successful Bidder, a prior and written notice of one

month indicating its intention to terminate the Contract.

5.35.2Successful Bidder / Service Provider will provide all necessary

assistance in ensuring a smooth transition of services, all data to the

alternate service provider identified by the Bank in case of termination

of contract or expiry of the contract period.

5.35.3 In the event of the happening of any events of the above nature, IDBI

Bank shall reserve the right to take any steps as are necessary, to

ensure the effective transition of the Service(s) to the next successor

Bidder, and to ensure business continuity.

5.35.4Termination for Insolvency: IDBI Bank may at any time terminate

the Contract by giving written notice of 30 (thirty) days to the


74

Successful Bidder, indicating its intention of termination the Contract

without compensation to the Successful Bidder, if the Successful

Bidder becomes bankrupt or otherwise insolvent, provided that such

termination will not prejudice or affect any right of action or remedy

which has accrued or will accrue thereafter to IDBI Bank.

5.35.5Termination for Default: IDBI Bank, without prejudice to any other

right or remedy for breach of Contract, by a written notice of default

sent to the Successful Bidder, may terminate the Contract in whole or

in part.

5.35.6Termination for other than Default: IDBI Bank, without prejudice

to any other right or remedy and without assigning any reason, may

at its sole discretion, serve upon the Successful Bidder a written

notice of 30 (thirty) days, indicating its intention to terminate the

Contract and may terminate the Contract in whole or in part without

being liable or responsible to the Bidder in any manner whatsoever.

5.36 Consequences of Termination

5.36.1In the event of termination of the Contract due to any cause

whatsoever, [whether consequent to the stipulated term of the

Contract or otherwise], IDBI Bank shall be entitled to impose any

such obligations and conditions and issue any clarifications as may be

necessary to ensure an efficient transition and effective business

continuity of the Service(s) which the Successful Bidder shall be

obliged to comply with and take all available steps to minimize loss

resulting from that termination/breach, and further allow the next

successor Bidder to take over the obligations of the erstwhile

Successful Bidder in relation to the execution/continued execution of

the scope of the Contract.


75

5.36.2In the event of termination of the Contract due to efflux of time where

the term is not extended by IDBI Bank, the Successful Bidder shall be

obliged to provide all such assistance to the next successor Bidder or

any other person as may be required and as IDBI Bank may specify

including training, where the successor(s) are a

representative/personnel of IDBI Bank, to enable the successor to

provide adequately the Service(s) hereunder, even where such

assistance is required to be rendered for a reasonable period that may

extend beyond the term/earlier termination hereof.

5.36.3Where the termination of the Contract is prior to its stipulated term

on account of a default on the part of the Successful Bidder or due to

the fact that the survival of the Successful Bidder as an independent

corporate entity is threatened/has ceased, IDBI Bank shall pay the

Successful Bidder for that part of the Service(s) which have been

authorized by IDBI Bank and satisfactorily performed by the

Successful Bidder up to the date of termination. Without prejudice to

any other rights, IDBI Bank may retain such amounts from the

payment due and payable by IDBI Bank to the Successful Bidder as

may be required to offset any losses caused to IDBI Bank as a result

of any act/omissions of the Successful Bidder. In case of any loss or

damage due to default on the part of the Successful Bidder in

performing Services or any failure to perform any of its obligations

under the Contract, the Successful Bidder shall compensate IDBI

Bank for any such loss, damages or other costs, incurred by IDBI

Bank. Additionally, the sub Bidder (if any) other members of its team

shall continue to perform all its obligations and responsibilities under

the Contract in an identical manner as were being performed hitherto

before in order to execute an effective transition and to maintain

business continuity. All permitted third parties shall continue to

perform all/any functions as stipulated by IDBI Bank and as may be


76

proper and necessary to execute the Service(s) under the Contract in

terms of the Successful Bidder’s bid and the Contract.

5.36.4Nothing herein shall restrict the right of IDBI Bank to invoke the

performance Bank guarantee/fixed deposits and/or other guarantees,

securities furnished, enforce the Deed of Indemnity and pursue such

other rights and/or remedies that may be available to IDBI Bank

under law or otherwise.

5.36.5The termination hereof shall not affect any accrued right or liability of

either Party nor affect the operation of the provisions of the Contract

that are expressly or by implication intended to come into or continue

in force on or after such termination.

5.36.6In the event of termination of this Contract for any reason whatsoever,

IDBI Bank shall have the right to publicize such termination to

caution the customers/public from dealing with the Successful

Bidder.

5.37 Survival

Any provision of the Contract/ this RFP (if any) which, either

expressly or by implication, survive the termination or expiry of the

Contract, shall be complied with by the Parties including that of the

provisions of arbitration, indemnity, confidentiality, non-disclosure in

the same manner as if the Contract/ RFP is valid, subsisting and in

full force and effect.

The provisions of the clauses of the Contract/ RFP in relation to

documents, data, processes, property, Intellectual Property Rights,

indemnity, publicity and confidentiality and ownership survive the

expiry or termination of the Contract/ this RFP and in relation to


77

confidentiality, the obligations continue to apply unless IDBI Bank

notifies the Bidder(s) (including Successful Bidder) of its release from

those obligations.

5.38 No Agency

The Service(s) of the Successful Bidder herein shall not be construed

as any agency of IDBI Bank and there shall be no principal agency

relationship between IDBI Bank and the Successful Bidder in this

regard.

5.39 No Set-off, counter-claim and cross claims.

In case the Successful Bidder has any other business relationship

with IDBI Bank, no right of set-off, counter-claim and cross-claim and

/or otherwise will be available to the Successful Bidder. However, IDBI

Bank shall have such rights against the Successful Bidder.

5.40 Key Performance Measurements

Unless specified by IDBI Bank to the contrary (in writing), the

Successful Bidder shall perform the Service(s) and carry out the

Service(s) under and in accordance with the terms of the Contract

and/or RFP.

5.41 Commencement and Progress

The Successful Bidder shall proceed to carry out the Service(s) with

diligence and care in accordance with any stipulation as to the time,

manner, mode, and method of execution contained in the Contract/

RFP and shall meet the standards of good industry practice.

5.42 Start of Installation:

Prior to taking up installation of any major component of work, the

Successful Bidder shall submit to IDBI Bank his proposed procedures


78

and obtain IDBI Bank's approval in writing.

5.43 Entire Contract

5.43.1The terms and conditions laid down in this RFP/the Contract and all

annexure thereto shall be read in consonance with and form an

integral part of the Contract. The Contract supersedes any prior

contract, understanding or representation of the Parties on the

subject matter.

5.44 Opening a Current account

The Successful Bidder shall agree to open a current account with the

specified Branch of IDBI Bank and all the payments to be made by

IDBI Bank under this contract shall ordinarily be routed through the

said current account.

5.45 Governing Law

The Contract and any non-contractual obligations arising out of or in

connection with the Contract shall be governed by the laws of

Republic of India. This provision shall survive the Contract.

5.46 Jurisdiction of Courts

The courts at Mumbai shall have exclusive jurisdiction to determine

any proceeding in relation to the Contract/this RFP. The provisions

shall survive the Contract.

5.47 Suspension of Payment to the Successful Bidder

IDBI Bank may by a written notice of suspension, suspend all

payments to the Successful Bidder under the Contract, if the

Successful Bidder fails to perform any of its obligations under the


79

Contract, (including the carrying out of the Services) provided that

such notice of suspension:

i. Shall specify the nature of the failure and

ii. Shall request the Successful Bidder to remedy such failure

within a specified period from the date of issue of such notice of

suspension.

5.48 Information Security:

5.48.1 Service provider and its personnel shall not carry any written

material, layout, diagrams, floppy diskettes, hard disk, storage tapes

or any other media out of Purchaser’s premise without written

permission from the Bank.

5.48.2 Service provider personnel shall follow The Bank’s information

security policy and instructions in this behalf.

5.48.3 Service provider acknowledges that The Bank’s business data and

other proprietary information or materials, whether developed by The

Bank or being used by the Bank pursuant to a license agreement with

a third party (the foregoing collectively referred to herein as

“proprietary information”) are confidential and proprietary to the Bank

; and Service provider agrees to use reasonable care to safeguard the

proprietary information and to prevent the unauthorized use or

disclosure thereof, which care shall not be less than that used by

Service provider to protect its own proprietary information. Service

provider recognizes that the goodwill of Purchaser depends, among

other things, upon Service provider keeping such proprietary

information confidential and that unauthorized disclosure of the same

by Service provider could cause damage to the Bank By reason of

Service provider’s duties and obligations hereunder, Service provider


80

may come into possession of such proprietary information, even

though Service provider does not take any direct part in or furnish the

Services performed for the creation of said proprietary information and

shall limit access thereto to employees with a need to such access to

perform the Services required by this Contract. Service provider shall

use such information only for the purpose of performing the Services.

5.48.4 Service provider shall, upon termination of this Contract for any

reason, or upon demand by The Bank, whichever is earliest, return

any and all information provided to Service provider by The Bank,

including any copies or reproductions, both hardcopy and electronic.

5.48.5 Service provider shall provide certificate/assurance from application

providers/OEMs that the application is free from embedded malicious

/ fraudulent code.”

5.48.6 Service provider shall ensure that the equipment / application /

software being supplied shall be free from malicious code (Viruses,

Trojan, Spyware etc.) and shall be liable for any loss (information,

data, equipment, theft of Intellectual Property Rights, network breach,

sabotage etc.) incurred to the bank arising due to activation of any

such embedded malware / malicious code. The Bidder shall further

supply a certificate to the bank in the form Appended herewith.

5.48.7 The Service provider abide to the Information Security Policy (ISP)

and Cyber Security Policy (CSP) of the Bank (as amended from time to

time), which will be shared by the Bank with the Service provider on

need to know basis. Service provider shall ensure that the

equipment/application/software supplied under the RFP shall be

complacent with the ISP and CSP at all times.

5.48.8 Service provider shall make sure that the sensitive data (such as

password, financial information, biometric information, personal


81

information etc.) shared by the Bank should be kept within the

geographical boundaries of India. The Bidder shall further supply a

certificate to the bank in the form Appended in Annexure


82

Annexure – I

(Offer Covering Letter)

(To be included in Technical Bid)

Date: ________ 20__

The Deputy General Manager,

IDBI Bank Ltd

Central Processing Unit,

Plot No.39,40,41,

Sector 11 , CBD Belapur,

Navi Mumbai – 400614,

Sir,

Sub: RFP for Appointment of Vendor for reporting of Form 60 & TDS

Reconciliation and related activities under Outsourced Model For IDBI

Bank Limited

Ref No. ------------------------------------

With reference to the above RFP, having examined understood and accepted

the instructions including all Annexure, terms and conditions forming part

of the RFP, we hereby enclose our offer for providing services for Form 60 &

TDS Reconciliation and related activities under outsourced model as

mentioned in the RFP document forming Technical as well as Commercial

Bids being parts of the above referred Bid.

In the event of acceptance of our Technical as well as Commercial

Bids by the Bank we undertake to commence setting up the requisite

infrastructure for delivering the services as per the Contract to be signed

with IDBI Bank.


83

In the event of our selection by the Bank for undertaking the activities as set

out in the RFP document, we will submit a Performance Guarantee/

security for a sum equivalent to Rs. 20 Lakhs (Rupees Twenty Lakhs

Only) for contract period and additional 6 months effective from the

date of signing of the Contract.

We agree to abide by the terms and conditions of this RFP.

Until a formal contract is executed, this tender offer, together with the

Bank’s written acceptance thereof and Bank’s notification of award, shall

constitute a binding contract between us.

We understand and agree that the Bank is not bound to accept the lowest or

any offer the Bank may receive.

We also certify that the information/data/particulars furnished in our bid

are factually correct. We also accept that in the event of any

information/data/particulars proving to be incorrect, IDBI Bank has the

right to disqualify us from the bid.

We certify that our entity has not been black listed by Govt. / Govt. Agency

/ Bank(s) / Financial Institutions in Indian or overseas in the last three

years.

We understand that IDBI Bank may reject any or all of the offers without

assigning any reason whatsoever.

We agree that any decision of IDBI Bank with regard to disqualification and

rejection of our bid/offers shall be final, conclusive and binding on us and

we shall not seek any clarification/reason and/or raise any objection

thereto.


84

We enclose the following Demand Draft issued In favour of IDBI Bank

payable at Mumbai:

1. DD No. DD No.: XXXXXX Dated DD-MMM-YYYY for Rs. 10,000/- (Rupees Ten

thousand only) as application fee of RFP issued

by______________________________________________

DD No.XXXXXX Dated DD-MMM-YYYY for Rs. 5,00,000/- (Rupees Five

Lakhs only) as EMD issued

by_______________________________________________.

Dated this day of 20xx

Signature:

In the Capacity of:

Duly authorized to sign the tender offer for and on behalf of

Note: To be provided on the letter head of the entity.


85

Annexure-II

Eligibility Criteria for Bidders


The eligibility criteria for the Bidders to provide services for Reporting

of form 60 and TDS Reconciliation and related activities are as under:

(compare it with eligibility)

Sr. No. Particulars YES/ NO

1 The Bidder submitting the Bid should be Proprietor/

Partnership Firm/ LLP/ Company in India and should

have a minimum turnover of Rs 50 lakhs with positive

net worth and net profit for each of the previous 3

financial years as per the audited financial statement

i.e. FY 2016-17, FY 2017-18 and FY 2018-19. The

Bidder must submit the copies of Annual Accounts &

Balance Sheets for the last 3 financial years along-

with offer letter (as per Annexure 1).

2 The Bidder should be Proprietor /Partnership

Firm/LLP/Individual Company in India, with minimum

five years of existence. The Bidder should submit the

documentary evidence of the same as part of its Bid.

3 The Bidder should have at least three years’ of experience

in providing end to end centralized TDS reconciliation

and related services in India. The Bidder should submit

the documentary evidence of the same as part of its Bid.

Letter/email from client needs to be enclosed.

4 The Bidder should be managing minimum 3 lakhs

customers per quarter per scheduled commercial

Bank/ Financial Institution/NBFC (where TDS is


86

applicable) and other exemptions and PAN related

activities. Self certification to be provided. The bidder

should provide the number of forms handled per

annum with documentary evidence.

5 The Bidder should be Proprietor /Firm/Individual

Company must be engaged with scheduled commercial

Bank/ Financial Institution/NBFC for minimum two

years in the field of reporting form 60 as per detailed

scope of work stated in RFP. The Bidder should submit

the documentary evidence of the same as part of its Bid.

6 The bidder should have at least 20 seats engaged in TDS

Reconciliation and related activities to take care of the

operations as per the requirement of the Bank. Self

Certification to be provided with the details of location

and number of seats in each location.

7 The Bidder should have managed and reported at least

50 Lakhs TDS transactions annually.

8 The Bidder should be able to provide services as specified

in scope of work given in this RFP, from Bank’s premises.

9 The Bidder should have business continuity plan in

place.

10 The Bidder should not have been blacklisted by any

Govt./ Govt. Agency /Bank(s) /Financial Institutions in

India or overseas in the last three years. The Bidder has

to submit self-certification on its letterhead.

9 The bidder should have proper licenses from Labour

authority, /under the Labour Law and other required

licenses and documents to carry out this activity.

Service Provider should provide all documents to IDBI

Bank as and when required. Bidder has to submit self-


87

certification on its letterhead.

10 The bidder should comply with applicable Union, State

and local laws, ordinance, regulations in performing its

obligations including the procurement of licenses,

permissions, certificates, etc. payment of taxes, if

required. Bidder has to submit self-certification on its

letterhead.

Note: The Bidder must submit duly signed certificate stating his fulfillment

of the eligibility criteria, including deviations, if any.

Signature and Seal of Bidder


88

Annexure –III

Details of the Bidder


Details filled in this form must be accompanied by sufficient documentary

evidence, in order to verify the correctness of the information.

S. No Item Details

1. General Details

1.1 Name of Entity (Bidder)

1.2 Postal Address

1.3 Telephone and Fax numbers

1.4 Constitution of the Entity

1.5 Details of ownership

1.6 Nature of activity

1.7 Name and designation of the person

authorized to make commitments to

IDBI Bank Ltd

1.8 Email Address

1.9 Year of commencement of Business

& number of years in business

1.10 GSTIN Number

1.11 Income Tax Number (PAN)

1.12 Brief Description of facilities for

undertaking the services.

2 Financial Details (FY wise)

2.1 Annual Turnover(FY 2016-17)


89

2.2 Annual Turnover (FY 2017-18)

2.3 Annual Turnover (FY 2018-19)

2.4 Net Profit (FY 2016-17)

2.5 Net Profit (FY2017-18)

2.6 Net Profit (FY 2018-19)

3. Other Details

3.1 Total number of employees

3.2 Major clients and services offered to

them

Names Contact

Number

3.3 Details of quality certifications

3.4 Number of TDS customers handled

(including exempted customers)

during last three years

2016-17 2017-18 2018-19

3.5 Any Major failure of internal system

during last three years

3.6 Any other relevant information

3.7 Other capabilities of the Bidder

3.8 TDS Reconciliation and other

activities Setup.

3.9 Internal Audit System

3.10 Disaster Recovery System &

Business Continuity Plan

3.11 Security- System & Controls

3.12 Inventory Control Management

3.13 Help Desk/Support Management


90

Wherever the services are provided in liaison with a government

departments/external agencies/ third party, we understand that it is our

responsibility to protect the interest of Bank and services under outsourced

model are provided uninterrupted.

Place: Signature:

Date: Seal


91

Annexure - IV

Bank Details


1. Account number

1. Account Name in Bank

records

2 IFS Code

3. Name of the Bank

4. Address of the Bank

5 Contact Person

6 Telephone No.

7 Fax No

e-mail

8 Remarks, if any

Signature:

Name of the Authorized Person:

Designation:

Company Seal

All authorizations should be collected

Note: Kindly enclose cancelled cheque of the above mentioned account

details.


92

Annexure-V


SCOPE OF WORK FOR REPORTING OF FORM 60 & TDS

RECONCILIATION AND RELATED ACTIVITIES:

S.

No.

Reporting of Form 60 & TDS

Reconciliation and related Activities

Bidder’s response

1. Application Processing & Approval

1.1 The Vendor / Successful Bidder should have

owned/ licensed set up for managing Form

60 & TDS Reconciliation and related

activities of the Bank.

1.2 The Vendor / Successful Bidder should

ensure that all the requirements should be

available within a month from the date of

signing the Contract. The non-availability of

the functionality will attract penalties

including termination of contract.

1.3 The Vendor / Successful Bidder shall install

the set up for TDS & form 60 Related

activities for the Bank in Bank’s premises.

1.4 The cost for

installing/upgrading/operating/integrating

with Bank’s existing systems to be borne by

the Bidder / Vendor.

1.5 The successful Bidder should undertake

operational activities related to form 60

reporting, TDS reconciliation and related

activities for previous years including five

inactive decentralized TANs for which the


93

data on income tax portal/ TRACES is

available, which involves post filing of e- TDS

returns/ statements/ Pan related changes

for both structural and un-structural format

for the customers.

1.6 The successful Bidder should ensure to

provide requisite staff strength at Bank’s

Premises for carryout the mentioned

activities.

1.7 Turn Around Time (TAT) will be as per

Bank’s / Statutory requirements

1.8 Vendor / Successful Bidder need to do

necessary customization and to implement

changes to meet Bank’s and regulatory

requirements during the currency of the

Contract without any additional cost.


provide data analytical reports such as the

number of forms processed/rejected with

reasons thereon, and TAT etc. or as required

by the Bank at any time.


provide round the clock reliable support for

facilitating IDBI Bank to handle TDS & form

60 matters.


94

1.11 The process should be agreed through

exchange of knowledge for carrying the

activities as per the scope of work and

should be documented.

1.12 The Vendor / Successful Bidder must

provide the services as per the defined scope

of work in RFP document.

Signature:


Designation:

Company Seal


95

Annexure-VI

Format for Commercial Bid

Amount in Rupees

S.

No.

Component Cost per

Branch (INR)

– Figures

Cost per Branch (INR)-

Words

1 Processing Cost per Branch

per month

1 Indicative prices for all items to be mentioned compulsorily.

2 All prices should be inclusive of all taxes except GST.

3 The Bidders will be short listed as per the evaluation model referred in

the RFP.

4 The prices quoted should be valid for the period of contract (i.e.60

months) and should not be changed for any reason whatsoever it may

be.

5 IDBI Bank Ltd reserves the right to accept any bid, and to annul the bid

process and reject all bids at any time prior to award of contract

without thereby incurring any liability to the affected Bidder or Bidders

or any obligation to inform the affected bidder or bidders of the grounds

for IDBI Bank’s action. Any decision in these regards by IDBI Bank Ltd

shall be Final, conclusive and binding on the bidder.

Signature:


Designation:

Company Seal


96

Annexure-VII

Template for Pre-Bid Queries

Bidder Name :

Contact Person :

Contact number :

email id:

S.No RFP Ref

Page no

RFP

Clause no

Existing clause

Details

Clarification Sought

1

2

3

Signature:


Designation:

Company Seal


97

Annexure- VIII

Undertaking

(To be included in Technical Bid Envelope)

We, [] (name and designation) on behalf of [] having its registered office/

principal office at [] have submitted a Bid proposal to IDBI Bank for [●] in

response to the Request for Proposal (RFP) dated issued [] by IDBI Bank.

a. We are duly authorized persons to submit this undertaking

b. We have read and understood the aforesaid RFP and we hereby

convey our absolute and unconditional acceptance to the

aforesaid RFP.

c. We do not have any business relationship with IDBI Bank

including its directors and officers which may result in any

conflict of interest between us and IDBI Bank. We shall on

occurrence of any such event immediately inform the concerned

authorities of the same

d. We have submitted our Bid in compliance with the specific

requirements as mentioned in this RFP.

e. We have provided all the necessary information and details as

required by IDBI Bank and shall provide with such additional

information’s may be required by IDBI Bank from time to time.

f. Neither we nor any of our employee/director has been barred

from providing the Services nor are we in negative

list/blacklisted by any public sector banks, statutory or

regulatory or investigative agencies in India or abroad.

g. All the information furnished here in and as per the document

submitted is true and accurate and nothing has been concealed

or tampered with. We have gone through all the conditions of

Bid and are aware that we would be liable to any punitive action

in case of furnishing of false information / documents.


98

It is certified that the information furnished herein and as per the document

submitted is true and accurate and nothing has been concealed or tampered

with. We have gone through all the conditions of bid and are liable to any

punitive action for furnishing false information/documents.

It is further certified that we have not modified or deleted any text / matter

in this RFP.

Dated this _____ day of ____________________ 2020.

Signature

(Company Seal)

__________________

In the capacity of

Duly authorized to sign bids for and on behalf of:


99

Annexure- IX

AGREEMENT/CONTRACT

THIS AGREEMENT made at………………… the ………day of…………………….

2020 between,

IDBI Bank Ltd, a company registered under the Companies Act, 1956 (1 of

1956) and a company within the meaning of Section 2(20) of the Companies

Act, 2013 and a Banking company within the meaning of Section 5 (c) of the

Banking Regulation Act, 1949 (10 of 1949) and having its registered office at

IDBI Tower, WTC Complex, Cuffe Parade, Mumbai – 400 005 (hereinafter

called “the Bank” which expression shall unless it be repugnant to the

subject, context or meaning thereof shall be deemed to mean and include its

successors and assigns) of the ONE PART

and

……………. (Name of Service provider) of …………………… (Please specify the

registered office of the Service Provider) (Hereinafter called “the Successful

Bidder” which expression shall unless it be repugnant to the subject,

context or meaning thereof shall be deemed to mean and include its

successors and permitted assigns) of the OTHER PART;

The Bank and the Successful Bidder are hereinafter collectively

referred to as "Parties" and individually as Party-

WHEREAS, the Bank vide its RFP No. [] dated [] (RFP) had called for

the bids for engagement of bidder for TDS Reconciliation and other

activities under outsourced model for IDBI Bank and provide services as per

the Scope of Work mentioned in the RFP bearing Reference

No........................ (Comprehensive description of Service(s)) [hereinafter

referred to as “the Service(s)”]


100

WHEREAS the Successful Bidder has represented that it is engaged in the

business of providing the Services and has all the requisite skills, expertise,

experience and necessary facilitates for providing/rendering/delivering the

Service(s) to IDBI Bank

WHEREAS IDBI Bank, relying upon the representations and

warranties made by the Successful Bidder, has accepted its Bid for

rendering/delivering the Service(s) for the sum of [] (Contract Price in Words

and Figures) (hereinafter called “the Contract Price”). In the said premises,

the Parties hereby enter into this Agreement to provide the Service(s), on the

terms and conditions appearing hereinafter

NOW THIS AGREEEMENT WITNESSETH AND IT IS HEREBY AGREED BY

AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. In this Agreement words and expressions not specifically defined shall

have the same meanings as are respectively assigned to them in the

aforesaid RFP bearing Reference No.................

2. The RFP Document bearing Reference No._________________________ or

Corrigendum/s (if any) including the following and the annexure

thereto and this Agreement shall be deemed to form and be read and

construed as part of these presents.

i. Request for Proposal

ii. Eligibility Criteria for the Bidder

iii. Scope of Work

iv. Instructions to the Bidder

v. Terms and Conditions including all annexure.

vi. Commercial's accepted by Bank.


101

vii. Service level agreement.

3. In consideration of the payments of the Contract Price in accordance

and subject to terms and conditions contained in RFP to be made by

the Bank to the Successful Bidder as hereinafter mentioned, the

Successful Bidder hereby agrees and covenants with the Bank to

provide/render the Service(s) and to remedy defects, if any therein,

strictly in conformity in all respects with the provisions of the

Contract/RFP.

4. The Successful Bidder shall render the Services as per the Scope of

Work in compliance with the Service Level Requirements annexed to

this Agreement.

5. The Bank hereby agrees and covenants to pay the Service Provider /

Successful Bidder in consideration of the rendering of the Service(s)

and the remedying of defects, if any therein, the Contract Price or

such other sum as become payable under the provisions of the

Contract at the times and in the manner prescribed by the Contract.

6. IDBI Bank relying upon the representations and warranties made by

the Service Provider, has accepted its bid for rendering/delivering the

Services as per the Contract Price.

IN WITNESS WHEREOF the parties hereto have caused these presents to be

executed on the day, month and year first above written.

Signed and Delivered by

the within named

Signature:

Name:

Date: -..........................


102

IN THE PRESENCE OF

1. Signature

Name: .......................

Address: .......................

..................................

2. Signature

Name: .......................

Address: .......................

..................................

Signed and Delivered by..................................

the within named.

M/s. ..................................

..................................

Date: .......................

IN THE PRESENCE OF:

1. Signature

Name: .......................

Address: .......................

..................................

2. Signature

Name: .......................

Address: .......................

..................................


103

Annexure- X

Performance Security Details

Sr.No. Particulars

1 Bank Guarantee No. /Fixed

deposit No.

2 Bank Guarantee Amount

/Fixed Deposit Amount

3 Expiry Date

4 Claim Amount

5 Account: M/s.


104

Annexure- XI

Deed of Guarantee for Performance of Contract

THIS GUARANTEE AGREEMENT executed at ___________ this ________ day

of _____________ 2018.

BY:

______________________ Bank, a body corporate constituted under

_______________, having its Registered Office/ Head Office at ______________,

and a Branch Office at

_____________________________________________________ (hereinafter referred

to as “the Guarantor”, which expression shall, unless it be repugnant to the

subject, meaning or context thereof, be deemed to mean and include its

successors and assigns)

IN FAVOUR OF:

IDBI Bank Ltd, a company registered under the Companies Act, 1956 (1 of

1956) and a company within the meaning of Section 2(20) of the Companies

Act, 2013 and a Banking company within the meaning of Section 5 (c) of the

Banking Regulation Act, 1949 (10 of 1949) and having its registered office at

IDBI Tower, WTC Complex, Cuffe Parade, Mumbai – 400 005 (hereinafter

referred to as “IDBI Bank” or “Bank” which expression shall unless it be

repugnant to the subject, meaning or context thereof, be deemed to mean

and include its successors and assigns).

WHEREAS, IDBI Bank through RFP bearing reference no............dated

[].(hereinafter referred to as “RFP”) invited the bids for engagement of

Service Provider for ------------------------------------ and other related

Services. M/s.……………………… have been appointed as the service

provider (hereinafter referred to as "Service Provider") and accordingly the

Service Provider and the Bank have entered into contract on

......................., as per the terms and conditions contained therein and in

the bid document bearing reference no.................RFP [hereinafter referred


105

to as “the Contract"]. The Service Provider has strictly agreed to abide with

the terms of Contract and the said documents. The Service Provider has also

furnished indemnity deed dated [] and non-disclosure / confidentiality

agreement dated [] and as such is bound by the same.

AND WHEREAS pursuant to the RFP, the Contract, Annexure, Schedule,

Forms and the other related documents (hereinafter collectively referred to

as “the said documents”, the Bank has agreed to avail from ………………….

and ……………………………. has agreed to provide to the IDBI Bank

…………………. , more particularly described in the RFP document

(hereinafter collectively referred to as “the Service(s)”), subject to payment

of the Contract Price, as stated in the said documents (the Contract Price)

and also subject to the terms, conditions, covenants, provisions and

stipulations contained the said documents.

AND WHEREAS the Service Provider has duly signed the said documents.

AND WHEREAS in terms of the Contract, the Service Provider has agreed to

provide the Service(s) and to procure an unconditional and irrevocable

performance Bank guarantee, in favour of IDBI Bank, from a Bank

acceptable to the IDBI Bank for securing the faithful observance and

performance by the Service Provider of the terms, conditions, covenants,

stipulations, provisions of the said documents.

AND WHEREAS at the request of the Service Provider, the Guarantor has

agreed to guarantee IDBI Bank, payment of ………………………….. (Rupees

.................................................. only) towards faithful observance and

performance by the Service Provider of the terms of the Contract and the

said documents.

NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS:


106

In consideration of the above premises, the Guarantor hereby

unconditionally, absolutely and irrevocably guarantees to the Bank as

follows:

The words and expressions not specifically defined shall have the same

meanings as are respectively assigned to them in the RFP document

1. The Guarantor hereby guarantees and undertakes to pay, on

demand, to the IDBI Bank at its office at Mumbai forthwith, the sum

of `……………………………………….or any part thereof, as the case

may be, as aforesaid due to the IDBI Bank from the Service Provider,

towards any loss, costs, damages, etc. suffered by the IDBI Bank on

account of default or breach of the Service Provider in the faithful

observance and performance of the terms, conditions, covenants,

stipulations, provisions of the Contract and/or the said documents,

without any demur, reservation, contest, recourse or protest or

without any reference to the Service Provider. Any such demand or

claim made by the IDBI Bank, on the Guarantor shall be final,

conclusive and binding, notwithstanding any difference or any dispute

between the IDBI Bank and the Service Provider or any dispute

between the IDBI Bank and the Service Provider pending before any

Court, Tribunal, Arbitrator, or any other authority.

2.The Guarantor agrees and undertakes not to revoke this Guarantee

during the currency of these presents/the said documents, without

the previous written consent of the IDBI Bank and further agrees that

the Guarantee herein contained shall continue to be enforceable until

and unless it is discharged earlier by the Bank, in writing.

3. IDBI Bank shall be the sole judge to decide whether the Service

Provider has failed to perform and/or observe the terms of the

Contract or the said documents or for providing the Services by the

Service Provider to IDBI Bank, and on account of the said failure what

amount has become payable by the Service Provider to the IDBI Bank


107

under this Guarantee. The decision of the IDBI Bank in this behalf

shall be final, conclusive and binding on the Guarantor and the

Guarantor shall not be entitled to demand IDBI Bank to establish its

claim under this Guarantee, but shall pay forthwith, the sums

demanded, without any objection, whatsoever.

4. To give effect to this Guarantee, IDBI Bank, may act as though the

Guarantor was the principal debtor to IDBI Bank.

5. The liability of the Guarantor, under this Guarantee shall not be

affected by:

(a) any change in the constitution or winding up of the Service

Provider or any absorption, merger or amalgamation of the Service

Provider with any other company, corporation or concern; or

(b) any change in the management of the Service Provider or

takeover of the management of the Service Provider by the

Government or by any other authority; or

(c) acquisition or change in constitution of the Service Provider

and/or of any of its undertaking(s) pursuant to any law; or

(d) any change in the constitution of IDBI Bank; or

(e) any change in the setup of the Guarantor which may be by way

of change in the constitution, winding up, voluntary or otherwise,

absorption, merger or amalgamation or otherwise; or

(f) The absence or deficiency of powers on the part of the Guarantor

to give Guarantees and/or Indemnities or any irregularity in the

exercise of such powers.

(g) Any variance in the terms and conditions of the said documents.

IDBI Bank shall be at liberty to make any modification or otherwise

vary or alter the said terms & conditions and/or rules or regulations

concerning the said documents and the same will not in any way


108

discharge or otherwise vitiate or affect this Guarantee.

Notwithstanding anything contained hereinabove, the liability of the

Guarantor hereunder shall not exceed the rupee equivalent of

………………………………………. (In words).

Any act or omission, time or indulgence granted by IDBI Bank to the

Service Provider and/or Guarantor if any will also not discharge this

Guarantee or otherwise vitiate or affect or prejudice this Guarantee.

Notwithstanding anything to the contrary contained herein, and / or

any indulgence shown by IDBI Bank, the Guarantee hereby furnished

shall remain in full force and effect until the ultimate balance of the

entire dues of IDBI Bank being Rs. [] under this Guarantee as

aforesaid have been pain in full.

The Guarantor shall on demand make the payment without set-off

and free and clear of any deductions, charges, fees, or withholding of

any nature presently or in the future imposed, levied, collected,

withheld or assessed by the Government or any political subdivision

or authority and therein and thereof.

The Guarantor confirms that a mere letter from IDBI Bank that there

has been a default/failure on the part of the Service Provider in

faithfully observing and performing the terms, conditions, covenants,

stipulations, provisions, of the Contract/ the said documents, shall

without any other or further proof be final, conclusive and binding on

the Guarantor.

This Guarantee will expire on _______________ (expiry date).

However,

Any demand or claim under this Guarantee must be received by the

Guarantor by ………. (Date) ([●] after the expiry date).


109

Notwithstanding anything to the contrary, the Guarantor hereby

agrees and undertakes to extend the validity period of this guarantee

for a further period as decided by IDBI Bank when such request is

received at least 15 days before the expiry of validity period of the

Guarantee.

This Guarantee shall be binding upon the Guarantor and successors –

in -interest and shall be irrevocable.

For all purposes connected with this Guarantee and in respect of all

disputes and differences under or in respect of these presents or

arising there from the courts of Mumbai shall have exclusive

jurisdiction.

IN WITNESS WHEREOF the Guarantor has caused these presents to be

executed on the day, month and year first herein above written as

hereinafter appearing.

SIGNED AND DELIVERED BY

the within named Guarantor,

______________________,

by the hand of Shri.__________,

its authorised official.

Signature:

Name of the Authorized Person: Designation:

Company Seal


110

Annexure-XII

Deed of Indemnity

This Deed of Indemnity executed at Mumbai on the ______ day of

_______ by ________________________________________ (hereinafter referred to

as “the Obligor” which expression shall unless it be repugnant to the

context, subject or meaning thereof, shall be deemed to mean and include

successors and permitted assigns);

IN FAVOUR OF

IDBI Bank Limited, a company registered and incorporated under the

Companies Act, 1956 (1 of 1956) and a Company within the meaning of

Section 2 (20) of the Companies Act, 2013 and a Banking company within

the meaning of section 5 (c) of the Banking Regulation Act, 1949 (10 of

1949) having its registered office at IDBI Tower, WTC Complex, Cuffe

Parade, Mumbai – 400 005 (hereinafter referred to as “IDBI Bank” which

expression shall, unless it be repugnant to the subject or context or

meaning thereof, be deemed to mean and include its successors and

assigns)

Now, the Bank and Successful Bidder wherever the context so permits, shall

hereinafter collectively refer to as the “Parties” and individually as a “Party”.

WHEREAS IDBI Bank vide its RFP No [] dated [] (RFP) had invited Bids

from the eligible Bidders for [] (please specify the purpose of RFP).

AND WHEREAS

(1) The Obligor has

(a) Offered to IDBI Bank the TDS Reconciliation and other related

services under outsourced model (hereinafter referred to as “the

Services”),. as per the specifications provided under RFP

Request for Proposal bearing Reference No...............

(Hereinafter referred to as “RFP /Bid Document”);


111

(b) represented and warranted that they have all permissions,

consents, approvals and license from all authorities, both

regulatory/statutory and non-regulatory, for executing the

Service(s) as stated in the Contract dated……… to IDBI Bank;

(c) Represented and warranted that the aforesaid Service(s) offered

to IDBI Bank do not violate any provisions of the applicable

laws, regulations or guidelines including laws relating to

intellectual property rights, legal and environmental. In case

there is any violation of any law, rules or regulation, which is

capable of being remedied the same will be got remedied

immediately during the implementation, maintenance and

contract period to the satisfaction of IDBI Bank;

(d) Represented and warranted that they are authorized and legally

eligible and otherwise entitled and competent to enter into such

contract(s) with IDBI Bank;

(2) IDBI Bank, relying and based on the aforesaid representations and

warranties of the Obligor, has agreed to avail the Service(s) of the

Obligor on the terms and conditions contained in its Contract dated

____________________ (the Contract) with the Obligor;

(3) One of the conditions of the aforesaid Contract is that the Obligor is

required to furnish an indemnity in favour of IDBI Bank indemnifying

the latter against any loss, damages or claims arising out of any

violations of the applicable laws, regulations, guidelines during the

execution and rendering of its Service(s) to IDBI Bank over the

contract period as also for and / or due to breach of terms and

conditions of the Contract committed by the Obligor on account of

misconduct, omission or negligence or otherwise by the Obligor.

(4) In pursuance thereof, the Obligor has agreed to furnish an indemnity

in the form and manner and to the satisfaction of IDBI Bank as

hereinafter appearing;


112

NOW THIS DEED WITNESSETH AS UNDER: -

The words and expressions not specifically defined shall have the

same meanings as are respectively assigned to them in the RFP/the

Contract.

In consideration of IDBI Bank having agreed to award the aforesaid

Service(s)/job to the Obligor, more particularly described and stated in the

aforesaid Contract, the Obligor do hereby unconditionally, absolutely and

irrevocably agree and undertake that: -

(1) The Obligor shall, at all times hereinafter, save and keep harmless

and indemnified IDBI Bank, including its respective directors, officers,

employees, agents and representatives and keep them indemnified

from and against any claim, costs, charges, damages, demand, losses,

liabilities or expenses of any nature and kind whatsoever and by

whomsoever made in respect of the Contract and any loss or damage

caused from and against all suits and other actions that may be

instituted taken or preferred against IDBI Bank by whomsoever and

all losses, damages, costs, charges and expenses that IDBI Bank may

incur by reason of any claim made by any claimant for any reason

whatsoever or by anybody claiming under them or otherwise for any

losses, damages or claims arising out of all kinds of accidents, fire,

destruction, deliberate or otherwise, direct or indirect, from those

arising out of unauthorised disclosure of Confidential Information or

violation of applicable laws including those relating to intellectual

property rights, rules, regulations, guidelines and also from the

environmental damages, if any, which may occur or result from the

terms of the Contract.


113

(2) The Obligor further agrees and undertakes that the Obligor shall,

ensure that all the permissions, authorisations, consents and licenses

are obtained and renewed from the local and/or municipal and/or

governmental authorities, as may be required under the applicable

laws, rules, regulations, guidelines, orders framed or issued by any

appropriate authorities.

(2) The Obligor further agrees to provide complete documentation of all

sub-systems, operating systems, system software, utility software and

other software, hardware or other components in the nature of

accessories or otherwise they are having or procured from third

parties. The Obligor shall also provide licensed software for all

software services, whether developed by it or acquired from other for

performing the obligations under the Contract. The Obligor hereby

indemnifies and keeps indemnified IDBI Bank including its respective

directors, officers, employees, agents and representatives against any

levies/penalties/claims/demands litigations, suits, actions,

judgments, and or otherwise on account of any default and or breach

and or otherwise in this regard.

(3) If any additional approval, consent or permission is required by the

Obligor to execute and perform the Contract during the currency of

the Contract, it shall procure the same and/or comply with the

conditions stipulated by the concerned authorities without any delay.

(4) The obligations of the Obligor herein are irrevocable, absolute and

unconditional, in each case irrespective of the value, genuineness,

validity, regularity or enforceability of the aforesaid Contract or other

agreement, or the insolvency, Bankruptcy, reorganization, dissolution,

liquidation or change in ownership of IDBI Bank or Obligor or any


114

other circumstance whatsoever which might otherwise constitute a

discharge or defence of an indemnifier.

(5) The obligations of the Obligor under this deed shall not be affected by

any act, omission, matter or thing which, would reduce, release or

prejudice the Obligor from any of the indemnified obligations under

this indemnity or prejudice or diminish the indemnified obligations in

whole or in part, including in law, equity or contract (whether or not

known to it, or to IDBI Bank).

(7) This indemnity shall survive the Contract.

(8) Any notice, request or other communication to be given or made

under this indemnity shall be in writing addressed to either party at

the address stated in the aforesaid Contract and or as stated above.

(9) This indemnity and other non-contractual obligations arising out of

this indemnity, shall be governed by, and construed in accordance

with, the laws of India. The Obligor irrevocably and unconditionally

agrees that any legal action, suit or proceedings arising out of or

relating to this indemnity may be brought in the Courts/Tribunals at

Mumbai. Final judgment against the Obligor in any such action, suit

or proceeding shall be conclusive and may be enforced in any other

jurisdiction, by suit on the judgment, a certified copy of which shall be

conclusive evidence of the judgment, or in any other manner provided

by law. By the execution of this indemnity, the Obligor irrevocably

submits to the exclusive jurisdiction of such Court/Tribunal in any

such action, suit or proceeding.

(10) IDBI Bank may assign or transfer all or any part of its interest herein

to any other person. Obligor shall not assign or transfer any of its


115

rights or obligations under this indemnity, except with the prior

written consent of IDBI Bank.

The words and expressions not specifically defined shall have the same

meanings as are respectively assigned to them in the Bid Document.

IN WITNESS WHEREOF the Obligor has signed these presents on the day,

month and year first above written.

Signed and Delivered on behalf of)

___________________)

by the hand of ___________________,)

_________, the authorized official )

of the Obligor


116

Annexure -XIII

Non-Disclosure Agreement

This Non-Disclosure Agreement ("Agreement") is made on this_____ day

of_______________, 2020.

BETWEEN

IDBI Bank Limited, a company incorporated and registered under the

Companies Act, 1956 (1 of 1956) and a Company within the meaning of

Section 2 (20) of the Companies Act, 2013 and a Banking company within

the meaning of Section 5 (c) of the Banking Regulation Act, 1949 (10 of

1949) and having its registered office at IDBI Tower, WTC Complex, Cuffe

Parade, Mumbai – 400 005 (hereinafter called “the IDBI Bank/Bank” which

expression shall unless it be repugnant to the subject, context or meaning

thereof shall be deemed to mean and include its successors and assigns) of

the ONE PART;

AND

_____________________________ (Name of Successful Bidder) of _______________

(please specify the registered office/ principal office of the (Bidder)

(hereinafter called “the Successful Bidder/ Successful Vendor” which

expression shall unless it be repugnant to the subject, context or meaning

thereof shall be deemed to mean and include its successors) of the OTHER

PART;

IDBI Bank and Successful Bidder, wherever the context so permits, shall

hereinafter collectively refer to as the “Parties” and individually as a “Party”.

WHEREAS IDBI Bank vide its RFP No. [●] dated [●] (RFP) had invited for the

Bids from eligible Bidders for performing/delivering the Service(s). The

Successful Bidder after going through the RFP and being interested to


117

perform/deliver the Service(s) participated in the bidding process and

submitted its Bid.

WHEREAS the Successful Bidder had represented that it is engaged in the

business of providing the Services and has all the requisite skills, expertise,

experience and necessary facilitates for providing/rendering/delivering the

Service(s) to IDBI Bank.

WHEREAS IDBI Bank based upon the representation and warranties made

by the Successful Bidder had entered into a contract dated [●] (the

Contract) for the performance/delivery of Service(s) by the Successful

Bidder.

WHEREAS, the Successful Bidder is aware and confirms that the

information, data, technical specification and other documents made

available in the RFP/ the Contract and thereafter regarding the Service(s) as

furnished by the Bidder in their Request For Proposal or otherwise and all

the Confidential Information under the RFP/the Contract is privileged and

strictly confidential and/or proprietary to IDBI Bank,

NOW THEREFORE, in consideration of the foregoing, the Successful Bidder

agrees to all of the following conditions, for IDBI Bank, to grant the

Successful Bidder specific access to IDBI Bank’s property/information and

other data.

In connection with this Agreement,

“Confidential Information” means all intellectual property information;

technical or business information or material not covered; proprietary or

internal information related to the current, future and proposed Services of

the Parties including, financial information, process/flow charts, business

models, designs, drawings, data information related to products and


118

services, procurement requirements, purchasing, customers, investors,

employees, business and contractual relationships, business forecasts,

business plans and strategies, information the Parties provide regarding

third parties; information disclosed pursuant to this Contract; documents,

accounts, business plans, information or documents whatsoever,

concerning business, policies, strategy, property, contracts, trade secrets,

transactions, or interested parties of IDBI Bank or its Subsidiaries or

Affiliates and/or any other information of either Party whether disclosed to

the other Party in oral, graphic, written, electronic or machine readable

form, and whether or not the information is expressly stated to be

confidential or marked as such, all Trade Secrets and other proprietary

information including but not limited to customer list, financial

information, and pricing information.

It is hereby agreed as under:

(a) The Parties agree that they shall hold in trust any Confidential

Information received by either party, under this Contract, and the strictest

of confidence shall be maintained in respect of such Confidential

Information. The Parties also agree and undertake to:

(i) maintain and use the Confidential Information only for the purposes

of this Contract and only as permitted herein;

(ii) make copies as specifically authorized by the prior written consent of

the other Party and with the same confidential or proprietary notices as

may be printed or displayed on the original;

(iii) restrict access and disclosure of confidential information to such of

their employees, agents, vendor, and contractors strictly on a "need to

know" basis, to maintain confidentiality of the Confidential Information

disclosed to them in accordance with this clause; and


119

(iv) Treat Confidential Information as confidential for a period of [●] years

from the date of receipt. In the event of earlier termination of this Contract,

the Parties hereby agree to maintain the confidentiality of the Confidential

Information for a further period of [●] years from the date of such

termination.

(b) Confidential Information in oral form must be identified as

confidential at the time of disclosure and confirmed as such in writing

within 30 (thirty) days of such disclosure. Confidential Information does not

include information which:

(i) the recipient knew or had in its possession, prior to disclosure,

without limitation on its confidentiality;

(ii) is independently developed by the recipient without breach of this

Contract;

(iii) is the public domain;

(iv) is received from a third party not subject to the obligation of

confidentiality with respect to such information;

(v) Is released from confidentiality with the prior written consent of the

other Party.

The recipient shall have the burden of proving hereinabove are applicable to

the information in the possession of the recipient.

(c) Notwithstanding the foregoing, the Parties acknowledge that the

nature of the Transaction to be performed under this Contract may require

the Successful Bidder’s personnel to be present on premises of Bank or

may require the Successful Bidder’s personnel to have access to computer

networks and databases of Bank while on or off premises of Bank. It is

understood that it would be impractical for Bank to monitor all information

made available to the Successful Bidder’s’s personnel under such


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circumstances and to provide notice to the Successful Bidder of the

confidentiality of all such information. Therefore, the Successful Bidder’s

agrees and undertakes that any technical or business or other information

of Bank that the Successful Bidder’s personnel, or agents acquire while on

Bank premises, or through access to Bank computer systems or databases

while on or off Bank premises, shall be deemed Confidential Information.

(d) Confidential Information shall at all times remain the sole and

exclusive property of the disclosing Party. Upon termination of this

Contract, confidential information shall be returned to the disclosing party

or destroyed, if incapable of return. The destruction shall be witnessed and

so recorded, in writing, by an authorized representative of each of the

Parties. Nothing contained herein shall in any manner impair or affect

rights of Bank in respect of the Confidential Information.

(e) In the event that any of the Parties hereto becomes legally compelled

to disclose any Confidential Information, such Party shall give sufficient

notice to the other Party to enable the other Party to prevent or minimize to

the extent possible, such disclosure. Neither Party shall disclose to a third

party any Confidential Information or the contents of this Contract without

the prior written consent of the other Party. The obligations of this Clause

shall be satisfied by handling Confidential Information with the same

degree of care, which the receiving party applies to its own similar

confidential information but in no event less than reasonable care. The

obligations of this clause shall survive the expiration, cancellation or

termination of this Contract.

(f) This Confidentiality Agreement may not be amended, nor any

obligation waived, except by a writing signed by both Parties hereto. If any

part of this Confidentiality Agreement is found invalid or unenforceable,

that part will be amended to achieve as nearly as possible the


121

same economic and legal effect as the original provision and the remainder

of this contract will remain in full force.

(g) The provisions herein shall survive termination of the Contract.

Sign

Name of the signatory

Designation

Company Seal.

Place :

Date :


122

Annexure- XIV

Format of Power of Attorney for signing of bid

POWER OF ATTORNEY

(On Stamp Paper of relevant value)

(To be included in Technical Bid Envelope)

Know all men by these presents, we (name of the

company) do hereby appoint and authorize Mr. (full

name and residential address) who is presently employed with us and

holding the position of as our attorney, to do in

our name and on our behalf, all such acts, deeds and things necessary in

connection with or incidental to our proposal for TDS Reconciliation and

Related Activities services under outsourced model in response to the RFP

(Request for Proposal) Reference No…………dated……….floated by IDBI

Bank Limited(hereinafter referred to as IDBI Bank), including signing and

submission of all documents and providing information/responses to IDBI

Bank. in all matters in connection with our bid/offer.

We hereby agree, declare and undertake that all the acts, deeds and things

lawfully done by our said attorney shall be construed as acts, deeds and

things done, performed and executed by us and we hereby agree to ratify all

acts, deeds and things lawfully done by our said attorney pursuant to this

Power of Attorney and that all acts, deeds and things done by our aforesaid

attorney shall and shall always be deemed to have been done by us.

Dated this _____ day of ____________________ 20..

For

(Signature)

(Name, Designation and Address)

Accepted

(Signature)(Name, Title and Address of the Attorney)

Date:


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Note:

1. The mode of execution of the Power of Attorney should be in

accordance with the procedure, if any, laid down by the applicable

law and the charter documents of the executants and when it is so

required the same should be under common seal affixed in

accordance with the required procedure.

2. Also, wherever required, the Bidder should submit for verification

the extract of the charter documents and documents such as a

resolution/power of attorney in favour of the Person executing this

Power of Attorney for the delegation of power hereunder on behalf

of the Bidder.

3. In case the Application is signed by an authorized Director/Partner

or Proprietor of the Applicant, a certified copy of the appropriate

resolution/document conveying such authority may be enclosed in

lieu of the Power of Attorney.


124

Annexure - XV

Checklist of Technical Bid (Envelope 1)

SRL Particulars Enclosed

YES / NO

1 Name of Envelope-

“Appointment of vendor for Reporting of Form 60

and TDS Reconciliation and Related Activities-

For IDBI Bank Limited”

2 Covering letter of Offer as per Annexure I

3 A demand draft / Pay order for the EMD amount in

the manner specified herein

4 A demand draft/ pay order for the application fee of

RFP in the manner specified herein

5 Audited Balance Sheet & Profit & Loss A/c Statement

for the Financial. Years 2016-17, 2017-18 and 2018-

19

6 Supporting document/copies in support of Bidder’s

eligibility as per eligibility criteria given in Annexure II

7 Details of the Bidder as per Annexure III

s8 Bank details Annexure IV

9 Duly signed copy of scope of work of reporting of Form

60 and TDS Reconciliation and Related Activities as

per Annexure V along with acceptance status by

Bidder as specified therein

10 Undertaking as per Annexure VIII

11 Non-Disclosure Agreement as per Annexure XII

12 Format of Power of Attorney for signing of bid as per

Annexure XIII

13 Copy of RFP with Seal & Signature on each page

14 Self-declaration stating that the Bidder has not


125

been blacklisted by Govt./Govt. Agency Bank(s)

Financial Institutions in India or overseas in the

last three years duly signed by its authorized

signatory. The declaration should be part of Offer

letter- Annexure I. The offer letter should be

printed on the letter head of the Bidder

15 Copy of all permissions, consents, approvals and

license from all authorities, both regulatory

statutory and non-regulatory, for executing the

Service(s)

16 Letter permitting and authorising IDBI Bank and

its officials to visit and inspect its premises

before/after opening of the Bids

17 Any other document/information prescribed in

the RFP to be submitted as part of the Bid

Signature:

Name of Authorised Official:

Designation:

Office Seal:


126

Annexure-XVI

Format for Unconditional Acceptance of Terms & Conditions of the RFP

(To be submitted on the Company’s Letter Head)

To,

The Deputy General Manager,

IDBI Bank Ltd

Central Processing Unit,

Plot No.39,40,41,

Sector 11 , CBD Belapur,

Navi Mumbai – 400614,

Ref: RFP for Appointment of Service Provider for Reporting of Form 60

& TDS Reconciliation and Related Activities

This is to confirm that we unconditionally accept all the terms and

conditions as mentioned in the RFP No. IDBI BANK/CPU-CTDS/2020 – 01

dated January 29, 2020 floated by IDBI Bank Ltd. for Appointment of

Service Provider for Reporting of Form 60 & TDS Reconciliation and Related

Activities.

Signature:

Name of Authorised Official:

Designation:

Office Seal:


127

Annexure-XVII

Pre Contract Integrity Pact

General

This pre-bid pre-contract Agreement (hereinafter called the Integrity

Pact) is made on ____________ day of the month of ___________ 20___,

between, IDBI Bank Ltd., a company within the meaning of Section

2(20) of the Companies Act, 2013 (18 of 2013) and a banking company

within the meaning of Section 5 (c) of the Banking Regulation Act, 1949

(10 of 1949), with Corporate Identity No. L65190MH2004GOI148838 and

having its registered office at IDBI Tower, WTC Complex, Cuffe Parade,

Mumbai 400005 through its _______________ Department/ Office at

___________, _________, (hereinafter called the "Principal'', which

expression shall mean and include, unless the context otherwise requires,

its successors) of the First Part and M/s ______________represented by

Smt/ Shri___________________________, MD/ CEO/ CMD (hereinafter

called the "Bidder/ Seller which expression shall mean and include,

unless the context otherwise requires, its/ his successors and permitted

assigns) of the Second Part.

WHEREAS the Principal proposes to procure (_____________________)

and BIDDER/ Seller is willing to offer/ has offered the same to the

Principal.

WHEREAS the Bidder is a private company/ public company/

Government undertaking/ partnership/ registered export agency,

constituted in accordance with the relevant law in the matter and the

PRINCIPAL is an Office/ Department of IDBI Bank Ltd performing its

functions on behalf of IDBI Bank Ltd.

NOW, THEREFORE,

To avoid all forms of corruption by following a system that is fair,

transparent and free from any influence/ prejudiced dealings prior to,


128

during and subsequent to the currency of the contract to be· entered into

with a view to:

Enabling the Principal to obtain the desired service/ product at a

competitive price in conformity with the defined specifications by

avoiding the high cost and the distortionary impact of corruption

on public procurement; and

Enabling Bidders to abstain from bribing or indulging in any

corrupt practice in order to secure the contract by providing

assurance to them that their competitors will also abstain from

bribing and other corrupt practices and the PRINCIPAL will

commit to prevent corruption, in any form, by its officials by

following transparent procedures.

The parties hereto hereby agree to enter into this Integrity Pact and

agree as follows:

1. Commitments of the PRINCIPAL

1.1 ) The PRINCIPAL undertakes that no official of the PRINCIPAL,

connected directly or indirectly with the contract, will demand, take a

promise for or accept directly or through intermediaries, any bribe,

consideration, gift, reward, favour or any material or immaterial benefit or

any other advantage from the BIDDER, either for themselves or for any

person, organization or third party (which is not available legally) related

to the contract in exchange for an advantage in the bidding process, bid

evaluation, contracting or implementation process related to the contract.

1.2 ) The PRINCIPAL will, during the pre-contract stage, treat all

BIDDERs alike, and will provide to all BIDDERs the same information and

will not provide any such information to any particular BIDDER which

could afford an advantage to that particular BIDDER in comparison to

other BIDDERs.


129

1.3 ) All the officials of the PRINCIPAL will report to the appropriate

authority any attempted or completed breaches of the above commitments

as well as any substantial suspicion of such a breach.

2. In case any such preceding misconduct on the part of such

official(s) is reported by the BIDDER to the PRINCIPAL with full and

verifiable facts and the same is prima facie found to be correct by the

PRINCIPAL, necessary disciplinary proceedings, or any other action as

deemed fit, including criminal proceedings may be initiated by the

PRINCIPAL and such a person shall be debarred from further dealings

related to the contract process. In such a case while an enquiry is being

conducted by the PRINCIPAL the proceedings under the contract would

not be stalled.

3. Commitments of the BIDDERs

The BIDDER commits itself to take all measures necessary to

prevent corrupt practices, unfair means and illegal activities during any

stage of its bid or during any pre-contract or post-contract stage in order

to secure the contract or in furtherance to secure it and in particular

commit itself to the following:

3.1 ) The Bidder will not offer, directly or through intermediaries, any

bribe, gift, consideration, reward, favour, any material or immaterial

benefit or other advantage commission, fees brokerage or inducement to

any official of the Principal, connected directly or indirectly with the

bidding process, or to any person, organisation or third party related to

the contract in exchange for any advantage in the bidding, evaluation,

contracting and implementation of the contract.

3.2 ) The Bidder further undertakes that it has not given, offered or

promised to give, directly or indirectly any bribe, gift, consideration,


130

reward, favour, any material or immaterial benefit or other advantage,

commission, fees, brokerage or inducement (not available legally) to any

official of the Principal or otherwise in procuring the Contract or

forbearing to do or having done any act in relation to the obtaining or

execution of the contract or any other contract with IDBI Bank Ltd for

showing or forbearing to show favour or disfavor to any person in relation

to the contract or any other contract with IDBI Bank Ltd.

3.3 ) The Bidder confirms and declares that they have not made any

payments to any agents/ brokers or any other intermediary, in

connection with this bid/ contract.

3.4 ) The Bidder further confirms and declares to the Principal that the

Bidder is the original vendor or service provider in respect of product/

service covered in the bid documents and the Bidder has not engaged with

any individual or firm or company whether Indian or foreign to intercede,

facilitate or in any way to recommend to the Principal or any of its

functionaries, whether officially or unofficially to the award of the

contract to the Bidder, nor has any amount been paid, promised or

intended to be paid to any such individual, firm or company in respect of

any such intercession, facilitation or recommendation.

3.5 ) The Bidder, at the earliest available opportunity, i.e. either while

presenting the bid or during pre-contract negotiations and in any case

before opening the financial bid and before signing the contract, shall

disclose any payments he has made, is committed to or intends to make

to officials of the Principal or their family members, agents, brokers or any

other intermediaries in connection with the contract and the details of the

services agreed upon for such payments.

3.6 ) The Bidder will not enter into any undisclosed agreement or


131

collude with other parties interested in the contract/ other Bidders to

impair the transparency, fairness and progress of the bidding process, bid

evaluation, contracting and implementation of the contract or with respect

to prices, specifications, certifications, subsidiary contracts etc.

3.7 ) The Bidder will not accept any advantage in exchange for any

corrupt practice; unfair means and illegal activities.

3.8 ) The Bidder shall not use improperly, for purpose of competition or

personal gain or pass on to others, any information provided by the

Principal as a part of the business relationship, regarding plans, technical

proposals and business details including information contained in any

electronic data carrier. The Bidder also undertakes to exercise due and

adequate care lest any such information is divulged.

3.9 ) The Bidder commits to refrain from giving any complaint directly

or through any other manner without supporting it with full and verifiable

facts.

3.10 ) The Bidder shall not instigate or cause to instigate any third

person to commit any of the actions mentioned above.

3.11 ) If the BIDDER or any employee of the BIDDER or any person

acting on behalf of the BIDDER, either directly or indirectly, is a relative of

any of the officers of the PRINCIPAL, or alternatively, if any relative of an

officer of the PRINCIPAL has financial interest/ stake in the BIDDER's

firm, the same shall be disclosed by the BIDDER at the time of filing of

tender.

3.12 The BIDDER shall not lend to or borrow any money from or enter

into any monetary dealings or transactions, directly or indirectly, with any


132

employee of the PRINCIPAL.

3.13 ) The BIDDER/ Contractor shall not directly or through any other

person or firm use coercive practices against IDBI Bank and/ or other

BIDDERs/ Contractor(s).

3.14 ) BIDDERs are not to pass any information provided by the

PRINCIPAL as a part of business relationship to others and not commit

any offence under PC/ IPC Act.

3.15 ) Foreign BIDDERs if any, to disclose name and address of agents

and representatives in India and Indian Bidders to disclose their foreign

principal or associates.

3.16 ) BIDDERs to disclose any transgressions with any other company

that may impinge on anti- corruption principle.

4. Previous Transgressions

4.1 ) The BIDDER declares that no previous transgression occurred in

the last three years immediately before signing of this Integrity Pact, with

any other company in any country in respect of any corrupt practices

envisaged hereunder or with any Public Sector Enterprise / Public Sector

Banks in India or any Government Department in India or RBI that could

justify BIDDER’s exclusion from the tender process.

4.2 ) The BIDDER agrees that if it makes incorrect statement on this

subject, BIDDER can be disqualified from the tender process or the

contract, if already awarded, can be terminated for such reason.

5. Earnest Money (Security Deposit)


133

5.1 ) While submitting commercial bid, the BIDDER shall deposit an

amount (specified in RFP) as Earnest Money/ Security Deposit, with the

PRINCIPAL through any of the modes mentioned in the RFP/ bid

document and no such mode is specified, by a Bank Draft or a Pay Order

in favour of IDBI Bank Ltd. However payment of any such amount by way

of Bank Guarantee, if so permitted as per bid documents/ RFP should be

from any nationalized Bank other than IDBI Bank Ltd and promising

payment of the guaranteed sum to the PRINCIPAL on demand within

three working days without any demur whatsoever and without seeking

any reasons whatsoever. The demand for payment by the PRINCIPAL shall

be treated as conclusive proof for making such payment to the

PRINCIPAL.

5.2 ) Unless otherwise stipulated in the Bid document/ RFP, the

Earnest Money/ Security Deposit shall be valid upto a period of five

years or the complete conclusion of the contractual obligations to the

complete satisfaction of both the BIDDER and the PRINCIPAL, including

warranty period, whichever is later.

5.3 ) In case of the successful BIDDER, a clause would also be

incorporated in the Article pertaining to Performance Bond in the

Purchase Contract that the provisions of Sanctions for Violation shall be

applicable for forfeiture of Performance Bond in case of a decision by the

PRINCIPAL to forfeit the same without assigning any reason for imposing

sanction for violation of this Pact.

5.4 ) No interest shall be payable by the PRINCIPAL to the BIDDER on

Earnest Money/ Security Deposit for the period of its currency.

6. Sanctions for Violations


134

6.1 ) Any breach of the aforesaid provisions by the BIDDER or anyone

employed by it or acting on its behalf (whether with or without the

knowledge of the BIDDER) shall entitle the PRINCIPAL to take all or any

one of the following actions, wherever required:

6.1.1 To immediately call off the pre contract negotiations without

assigning any reason and without giving any compensation to

the BIDDER. However, the proceedings with the other

BIDDER(s) would continue, unless the PRINCIPAL desires to

drop the entire process.

6.1.2 The Earnest Money Deposit (in pre-contract stage) and / or

Security Deposit/ Performance Bond (after the contract is

signed) shall stand forfeited either fully or partially, as decided

by the PRINCIPAL and the PRINCIPAL shall not be required to

assign any reason therefore.

6.1.3 To immediately cancel the contract, if already signed, without

giving any compensation to the BIDDER.

6.1.4 To encash the advance bank guarantee and performance

bond/ warranty bond, if furnished by the BIDDER, in order to

recover the payments, already made by the PRINCIPAL along

with interest.

6.1.5 To cancel all or any other Contracts with the BIDDER. The

BIDDER shall be liable to pay compensation for any loss or

damage to the PRINCIPAL resulting from such cancellation/

rescission and the PRINCIPAL shall be entitled to deduct the

amount so payable from the money(s) due to the BIDDER.

6.1.6 To debar the BIDDER from participating in future bidding

processes of the PRINCIPAL or any of its subsidiaries for a

minimum period of five years, which may be further extended


135

at the discretion of the PRINCIPAL.

6.1.7 To recover all sums paid, in violation of this Pact, by

BIDDER(s) to any middleman or agent or broker with a

view to securing the contract.

6.1.8 Forfeiture of Performance Bond in case of a decision by the

PRINCIPAL to forfeit the same without assigning any reason

for imposing sanction for violation of this Pact.

6.1.9 Intimate to the CVC, IBA, RBI, as the PRINCIPAL deemed fit

the details of such events for appropriate action by such

authorities.

6.2 ) The PRINCIPAL will be entitled to take all or any of the actions

mentioned at para 6.1.1 to 6.1.9 of this Pact also on the Commission by

the BIDDER or any one employed by it or acting on its behalf (whether

with or without the knowledge of the BIDDER), of an offense as defined in

Chapter IX of Indian Penal Code, 1860 or Prevention of Corruption Act,

1988 or any other statute enacted for prevention of corruption.

6.3 ) The decision of the PRINCIPAL to the effect that a breach of the

provisions of this Pact has been committed by the BIDDER shall be final

and conclusive on the BIDDER. However, the BIDDER can approach the

Independent External Monitor(s) appointed for the purposes of this Pact.

7. Fall Clause

7.1 ) The BIDDER undertakes that it has not supplied/ is not supplying

similar product/ systems or subsystems at a price lower than that offered

in the present bid in respect of any other Ministry/ Department of the

Government of India or PSU or any other Bank and if it is found at any

stage that similar product/ systems or sub systems was supplied by the

BIDDER to any other Ministry/ Department of the Government of India


136

or a PSU or a Bank at a lower price, then that very price, with due

allowance for elapsed time, will be applicable to the present case and the

difference in the cost would be refunded by the BIDDER to the

PRINCIPAL, if the contract has already been concluded.

8. Independent External Monitors

8.1 ) The PRINCIPAL has appointed Independent External Monitors

(hereinafter referred to as Monitors or IEMs) for this Pact in consultation

with the Central Vigilance Commission, whose details are given below:

No. Name of IEM Contact

Number

Contact mail

1 Shri S.Srinivasan,

IAS (Rtd)

9483536100 [email protected]

om

2 Shri. AjayKumar,

ex-CMD

9619272893 [email protected].

8.2 ) The task of the Monitors shall be to review independently and

objectively, whether and to what extent the parties comply with the

obligations under this Pact.

8.3 ) The Monitors shall not be subject to instructions by the

representatives of the parties and perform their functions neutrally and

independently.

8.4 ) Both the parties accept that the Monitors have the right to access

all the documents relating to the project/ procurement, including minutes

of meetings.

8.5 ) As soon as the Monitor notices, or has reason to believe, a

violation of this Pact, he will so inform the Authority designated by the





137

PRINCIPAL.

8.6 ) The BIDDER(s) accepts that the Monitor has the right to access

without restriction to all Project documentation of the PRINCIPAL

including that provided by the BIDDER. The BIDDER will also grant the

Monitor, upon his request and demonstration of a valid interest,

unrestricted and unconditional access to his project documentation. The

same is applicable to Sub-contractors. The Monitor shall be under

contractual obligation to treat the information and documents of the

BIDDER/ Sub-contractor(s) with confidentiality.

8.7 ) The PRINCIPAL will provide to the Monitor sufficient information

about all meetings among the parties related to the Project provided such

meetings could have an impact on the contractual relations between the

parties. The parties will offer to the Monitor the option to participate in

such meetings.

8.8 ) The Monitor will submit a written report to the designated

authority of PRINCIPAL/ Secretary in the Department/ within 8 to 10

weeks from the date of reference or intimation to him by the PRINCIPAL/

BIDDER and, should the occasion arise, submit proposals for correcting

problematic situations.

9. Facilitation of Investigation

In case of any allegation of violation of any provisions of this Pact or

payment of commission, the PRINCIPAL or its agencies shall be entitled to

examine all the documents including the Books of Accounts of the

BIDDER and the BIDDER shall provide necessary information and

documents in English and shall extend all possible help for the purpose of

such examination.


138

10. Law and Place of Jurisdiction

This Pact is subject to Indian Law. The place of performance and

jurisdiction is the seat of the PRINCIPAL.

11. Other Legal Actions

The actions stipulated in this Integrity Pact are without prejudice to any

other legal action that may follow in accordance with the provisions of the

extant law in force relating to any civil or criminal proceedings.

12. Validity

12.1 ) The validity of this Integrity Pact shall be from date of its signing

and extend upto 5 years or the complete execution of the contract to the

satisfaction of the PRINCIPAL and the BIDDER/ Seller, including

warranty period, whichever is later. In case BIDDER is unsuccessful, this

Integrity Pact shall expire after six months from the date of the signing of

the contract, with the successful bidder by the PRINCIPAL.

12.2 ) Should one or several provisions of this Pact tum out to be invalid;

the remainder of this Pact shall remain valid. In this case, the parties will

strive to come to an agreement to their original intentions.

13. The parties hereby sign this Integrity Pact at _______________

on___________.

IN WITNESS WHEREOF, the Parties have signed and executed this

Integrity Pact at the place and date first hereinabove mentioned in the

presence of following witness:


139

Signature Signature

(For & on behalf of the PRINCIPAL) (For & on behalf of the BIDDER/

Contractor)

Office Seal Office Seal

Name Name

Designation Designation

Witness 1:

(Name & Address) __________________________

Witness 2:

(Name & Address) ____________________________

[Provisions of the above clauses would need to be amended/

deleted in line with the policy of the PRINCIPAL in regard to

involvement of Indian agents of foreign suppliers].


140

Annexure-XVIII

Information security Certificate

(This certificate is to be rendered on Letterhead of the Company)

This is to certify that–

1. Hardware and the software being used do not contain any kind of

malicious code such as Viruses, Trojan, and Spyware that would:-

(a) Obstruct the desired and the designed function of hardware.

(b) Cause physical damage to the user or their equipment during the usage

of the equipment.

(c) Tap the information regarding network, users and information stored on

the network of the Bank or in its CBS Platform or otherwise.

(d) Culminate into software attack, theft of intellectual property rights,

identity theft, theft of equipment or information, sabotage & information

extortion;

2. We undertake to be liable in case of any loss that may be caused to the

Purchaser due to the breach of any of the aforesaid assurances &

representations and also for any physical damage, loss of information, loss

of reputation and those relating to copyright and Intellectual Property Rights

(IPRs), caused due to activation of any such malicious code in the hardware

/ software supplied.

3. We shall make sure that the sensitive data (such as password, financial

information, biometric information, personal information etc.) shared by the

Bank will be kept within the geographical boundaries of India

Date: (Signature of Authorized Signatory)

Place: Name and designation

******