RFP for the Resources and Treasury Advisors for IIFCL Ref No. IIFCL/2012-13/Treasury/1

1. Back Ground:-

India Infrastructure Finance Company Limited (IIFCL) is a public limited company registered under the Companies Act, 1956. The entire equity of IIFCL is held by Govt. of India and is also recognized as a Public Financial Institution. Further IIFCL is going to be registered as NBFC-IFC under RBI. IIFCL was set up as a special purpose vehicle to provide long term infrastructure finance as per Scheme for financing viable infrastructure projects (SIFTI) through a Special Purpose Vehicle called India Infrastructure Finance Company Limited. As per its mandate, IIFCL provides infrastructure finance through direct lending, take out finance and refinancing in compliance with SIFTI. IIFCL to meet its business requirements is raising the funds through Domestic Market borrowings, Multilateral and Bilateral Institution etc. To mitigate the market and ALM risk arising through these portfolios, IIFCL has been hedging its portfolio. IIFCL intends to appoint Consultant Firm to provide advisory services for a period of Three years as “Resources and Treasury Advisors”.

2. Scope of Work:-

The Consultant would be required to advice IIFCL on the following:

2.1 Guide IIFCL for cost effective options, timing and frequency of options available for raising resources from Domestic and International market.

2.2 Strategy for deployment of surplus funds to ensure optimum return on investment.

2.3 Various alternatives available for hedging foreign currency and interest rate exposure on its Domestic and Forex borrowings.

2.4 Provide regular views on the trends in interest rate movements and analysis of economic data and suggest an appropriate time of hedging the Interest Rate and Forex exposures.

2.5 Advise on Mark to Market valuations and proper accounting treatment of the hedging/ swaps existing on the Company’s books from time to time.

2.6 Guidance on best accounting practices on Domestic and Forex lines and Hedge portfolio.

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2.7 Guidance on deriving and/or improving Investment policy, Hedging policy, Exit policy, Liquidity maintenance policy and Risk mitigation triggers, Limit triggers, ALM policy and assisting in implementation etc.

2.8 Assist IIFCL on Asset and Liability Management by studying maturity profile of our assets and liabilities and advise on measuring and managing risks arising out of mismatches and its reporting.

2.9 Maintenance of records and reporting mechanisms. 2.10 Relative Compliances and its adherence.

3. Objectives :-

The specific objectives of hiring the Consultants are:-

3.1 Cost effective options available for raising resources

3.1.1 Advising IIFCL in its Rupee Bond issuance by providing an appropriate borrowing structure, timing, frequency and market rate band on which issue can be raised.

3.1.2 Assist in foreign currency borrowing programme (ECBs, syndicate loans and Bonds).

3.1.3 For advising on above, consultants shall provide benchmarking, share information of recent issuances by peer PSUs and corporate, in the primary market and live market levels of peer PSUs in the secondary market.

3.2 Deployment of surplus funds

3.2.1 Advise on the management of deployment of short term funds in

various financial instruments, based on the analysis of risk & return of mutual funds, money market instruments like T Bills & CDs as per the applicable mandate.

3.2.2 The consultants shall evaluate the company’s domestic and forex portfolio on a regular basis and advice IIFCL on entry and exit levels in the G-Sec, Corporate Bond and other money market instruments based on research. The consultant shall guide on various upcoming investments and exposure of IIFCL like Infrastructure Debt Fund, Credit Enhancement, Project development activities etc.

3.3 The consultants shall advise IIFCL on managing market risk of the Company’s borrowings. This would include but not limited to regular

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advice on both Foreign Exchange risk and Interest Rate risks that the company may be carrying on its Domestic and Forex borrowings on both present and future borrowings.

3.3.1 Advice and recommend on the best and appropriate structure/ strategy to hedge specific borrowings of the company as well as their timings/entry levels.

3.3.2 Analysis of structures submitted by Arrangers/Banks from time to time, to hedge company’s risks.

3.3.3 Sensitivity analysis on the proposed derivative structures. 3.3.4 Help in executing ISDA Master Agreement. 3.3.5 Advisory and support on the unwind amounts at the time of pre-

termination of derivative transactions.

3.4 Provide regular views on the trends in interest rate and Forex indexes movements and analysis of economic data.

3.4.1 To provide the research reports and the views on the market movement on regular basis.

3.4.2 To conduct the specific research and deliver the report as and when required by the company at domestic and international level.

3.4.3 To do Market monitoring, analysis and review. 3.4.4 Daily report on both Forex and Interest Rate markets, by email. 3.4.5 Weekly analysis of Global Markets. 3.4.6 Weekly analysis of Indian Bond and Money Market. 3.4.7 Notifications update regarding regulatory and statutory compliances. 3.4.8 Any other reports required from time to time.

3.5 Mark to Market and accounting practices and valuations as per the

regulations. 3.5.1 MTM Valuation of the outstanding derivatives. 3.5.2 Process for monitoring MTM value of the hedged and open positions. 3.5.3 Periodic valuation of forward, option and Swap and other derivative

contracts. 3.5.4 Providing working calculators for pricing and valuation of all

derivatives structures that IIFCL has dealt or would deal with for the purpose of MTM.

3.5.5 Advice on fair value of the products. 3.6 Advice on hedge accounting in line with GAAP/ICAI and IFRS.

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3.7 To provide Quarterly Certificates for Market to Market valuations of outstanding Derivative deals for Audit purposes.

3.8 Pricing Capabilities to evaluate derivative structures for period 10years and above.

3.9 Guidance on best accounting practices on Domestic and Forex lines and Hedge portfolio as per applicable accounting standards as per ICAI.

3.10 To assist IIFCL in preparation and submission of regulatory reports and compliances.

3.11 To Assist IIFCL on Asset and Liability Management by studying maturity profile of our assets and liabilities and advise on measuring and managing risks arising out of mismatches and its reporting.

3.11.1 Assist IIFCL in maintaining its liquidity and interest rate risk by managing RSA and RSL effectively.

3.11.2 Study interest rate sensitive gap statements and suggest suitable limits and measures for mitigating risks arising from positive / negative gaps.

3.11.3 Advise on building suitable duration gap analysis and measures to mitigate risks arising out of duration gaps.

3.11.4 To control and mitigate Structural and dynamic liquidity gaps and formulates the contingency plans to mitigate funding gaps.

3.11.5 To assist in simulate the IIFCL portfolio through tools like VaR, Monte Carlo etc.

3.11.6 Review present Risk Management Policy in line with current market conditions and regulatory framework, suggesting improvements or changes if any as per statutory norms.

3.11.7 Assist conducting stress testing scenarios and in computation for capital charge from Market risk point of view.

3.11.8 The consultants would be required to assist in formulating and validating the excel models to be used for above mentioned requirements.

3.12 To attend and advice in the Company’s meetings as and when required.

4. Reporting and Review

4.1 The Employee/Representative of the Consultant firm will report to Asstt. General Manager (R&T) of IIFCL.

4.2 There would be a review meeting twice in a month. 4.3 Special Advice reports related to resources, market conditions &

notifications to be prepared time to time.

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5. Bid Criteria The Bids may be submitted to IIFCL in two separate sealed Envelopes labeled as “Technical Bid for the assignment of Resources and Treasury Advisors” and the “Financial Bid for the assignment of Resources and Treasury Advisors” addressed to :- AGM (Resources and Treasury) India Infrastructure Finance Company Limited 8th Floor, Hindustan Times House 18&20, K.G. Marg New Delhi-01 Unsealed envelope or Bids not submitted in separate sealed envelopes will be rejected. Financial Bids will be evaluated only of those bidders who will qualify in the technical bid. The bids (both Technical & Financial bid) shall be submitted by hand or through post/courier so as to reach IIFCL office on or before 15th March, 2013. Mailing of the bid will be solely at the risk of the bidder and IIFCL will not be responsible for any postal/transit delay. Offers sent through email/ fax shall not be considered.. Offers received after the aforesaid date and time will not be considered. The technical bids submitted shall be opened 11 a.m on 18th March, 2013, in the presence of the bidders/ their authorized representatives, if any, who desire to be present. The Evaluation of the bids will be done on Technical and Financial Parameters:-

5.1 Technical Bid:- The Technical Bids will be evaluated on the basis of experience in treasury operations(money market, Fixed Income and forex and derivatives) with reputed Bank/FI/NBFC/PSU and Private Sector Companies. The consultants should have an advisory experience of at least five years with reputed Bank/FI/NBFC/PSU and Private Sector Companies. The consultants should be supported by team experienced in Forex/ Money Market. The Consultant should have available with them

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the requisite software/hardware to be able to perform the proposed objectives proficiently. The software should be calibrated and accepted as per market practice and regulatory perspective. The consultant will be required to make a presentation before IIFCL as a part of the technical criteria. The bidders would be required to attach the supporting documents and certificates with the Bid document for the technically qualifying purpose.

The detailed allocation of technical parameters is as follows:-

Sub Criteria for the evaluation of the Technical and Financial Bids. a. Technical Bids:- S. No. Evaluation Criteria Maximum Score(100) 1. Advisory experience in Treasury and

Risk Management operations in NBFC/PSU/FI/Banks and Private Sector Companies

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a. Money Market experience of five years and above

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b. Forex Market experience of five years and above

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c. Risk Management experience of five years and above

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d. Fixed Income experience of five years and above

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d. Similar experience in three or more PSUs 6 2. Experience and Qualification of the

team/key personnel of the consultant firm to be associated with IIFCL

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a. Similar experience with three more Financial Institutions

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b. Similar experience with three or more PSUs

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3. Available Industry acceptable software

and other system capabilities for the proposed assignment. Technical Approach, Methodology and detailed

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work plan. a. Availability of the industry acceptable

software and system capabilities 15

b. Methodology and work plan to address the requirement of IIFCL in line with Regulatory norms.

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4. Presentation before IIFCL and

response to the Questions following the presentation

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a. Presentation before IIFCL 10 b. Q&A following presentation 10 Total Maximum Score 100

5.2 Financial Bid:- Financial Bids will be considered only of those bidders

who will qualify the technical criteria. The bidders with the minimum score of 60 marks in the technical bid will be qualified for the Financial Bids Evaluation.

5.3 Overall Criteria for the award of contract:- A weightage of 60% in overall selection will be given to Technical Criteria. Final score may be arrived as follows:-

Individual Score:- F Low/ F Bid * 0.40+ T Bid/T High*0.60 Where :- F Low:- Lowest Financial Bid received among Eligible bidders. F Bid:- Individual Financial Bid of the bidder. T Bid:- Individual Technical Bid of the Bidder. T High:- Highest Technical Bid scored among the bidders.

The bidder with highest score (combining both of above factors) becomes the highest evaluated bidder for the award of contract, the bidder with the second highest score will be ranked second and so on.

1. Duration:- 1.1 The duration of the assignment will be initially for three years which may

be extended for further three years at the sole discretion of IIFCL. However, IIFCL reserves the right to terminate the contract with 30 days prior notice at any time during the assignment duration without stating

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any reason thereof or in case the consultant/advisors is in breach of contract terms and conditions. Further the consultant/ advisors may not resign from the consultancy or terminate the assignment for the period of initial one year failing which would be regarded as breach of contract terms and conditions.

2. Other terms:- 2.1 The bidders will be required to submit the pre-bid agreement duly signed

and Stamped along with the Bid document as per Annexure A and Annexure B.

2.2 The law which is to apply to the Contract(s) and under which the Contract(s) is to be constructed shall be Indian Law. The Courts of Delhi shall have exclusive jurisdiction in all the matters arising in the Contract including execution of Arbitration Award.

2.3 IIFCL reserves the right to cancel the whole process at any point of time without stating any reason and incurring any financial obligation thereto.

2.4 The bidders will be required to provide a certificate cum declaration of no conflict of interest as per Annexure C.

2.5 The Bid would be valid for a period of Six months from the last date of submission of the Bid.

2.6 After selection the bidders will be required to submit a Performance Bank Guarantee for 10% of the Annual Fee to be paid to consultants for the above mentioned Assignment. The format of the same is specified in this reference document.

2.7 The consultants will be paid on quarterly basis in arrears. 2.8 The contracts and the agreement required to be submitted by the

consultancy firm has been enclosed as a part of this reference document from Annexure A to Annexure D.

3. For any other query, kindly contact:

AGM ( Resources and Treasury) India Infrastructure Finance Company Limited 8th Floor, Hindustan Times House 18&20, K.G. Marg New Delhi-01 Phone:- 011-23450229/228 Fax:- 011-23766256

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Annexure A

CONFIDENTIALITY - CUM - NON DISCLOSURE AGREEMENT

This Confidentiality - cum - Non Disclosure Agreement is entered into at New Delhi on this ______________ day of, ____________ 2012, between INDIA INFRASTRUCTURE FINANCE COMPANY LIMITED, having its Registered Office at 8th Floor, Hindustan Times Building, Kasturba Gandhi Marg, New Delhi - 110001 represented through its authorised officer (hereinafter called the “Service Receiver”) and ________________________ Ltd. having its Registered Office at _________________________________________________ (hereinafter called the “Service Provider”).

The Service Receiver is a Government of India Undertaking, has been set up as a Government Company under Section 617 of the Companies Act. 1956. The Service Provider inter-alia, engaged in the business of ………………………………...And whereas the Service Receiver has selected the Service Provider through the bidding process for …………………………………………………… as defined in this Contract (hereinafter called the “Services”);

The Service Provider and the Service Receiver would be having discussions and meetings during execution of the assignment of _______________________________ as per Contract dated_______________, 2013 (hereinafter referred to as `Contract'). In the course of such discussions and execution of the said assignment, it is anticipated that Service Provider may disclose or deliver to the Service Receiver or vice versa certain of its trade secrets or confidential or proprietary information for the purpose of enabling the Service Receiver to evaluate the feasibility of such a business relationship. The parties have entered into this Agreement, in order to assure the confidentiality of such trade secrets and confidential and proprietary information in accordance with the terms of this Agreement. As used in this Agreement, the party disclosing Proprietary Information (as defined below) is referred to as the `Disclosing Party' and will include its affiliates and subsidiaries, the party receiving such Proprietary Information is referred to as the, `Recipient', and will include its affiliates and subsidiaries.

Now this Agreement witnesseth: -

1. Proprietary Information: As used in this Agreement, the term `Proprietary Information' shall mean all trade secrets or confidential or Proprietary Information designated as such in writing by the Disclosing Party, whether by letter or by the

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use of an appropriate prominently placed Proprietary stamp or legend, prior to or at the time such trade secret or confidential or Proprietary Information is disclosed by the Disclosing Party to the Recipient. Notwithstanding the forgoing, information which is orally or visually disclosed to the recipient by the Disclosing Party or is disclosed in writing unaccompanied by a covering letter, proprietary stamp or legend, shall constitute proprietary information if the disclosing party, within 10 (ten) days after such disclosure, delivers to the Recipient a written document or documents describing such Proprietary Information and referencing the place and date of disclosure and the names of the employees or officers of the Recipient to whom such disclosure was made.

2. Confidentiality:

a) Each party shall keep secret and treat in strictest confidence all confidential information it has received about the other party or its customers and will not use the confidential information otherwise than for the purpose of performing its obligations under this Agreement in accordance .with its terms and so far as may be required for the proper exercise of the Parties' respective rights under this Agreement.

b) The term `confidential information' shall include all written or oral` information (including information received from third parties that the `Disclosing Party' is obligated to treat as confidential) that is (i) clearly identified in writing at the time of disclosure as confidential and in case of oral or visual disclosure, or (ii) that a reasonable person at the time of disclosure reasonably would assume, under the circumstances, to be confidential. Confidential information shall also include, without limitation, software programs, technical data, methodologies, know-how, processes, designs, new products, developmental work, marketing requirements, marketing plans, customer names, prospective customer names, customer information and business information of the `Disclosing Party'.

3. Non-Disclosure of Proprietary Information: For the period during the Agreement or its renewal, the Recipient will:

(a) Use such Proprietary Information only for the purpose for which it was disclosed and without prior written authorization of the Disclosing Party shall not use or exploit such Proprietary Information for its own benefit or the benefit of others.

(b) Protect the Proprietary Information against disclosure to third parties in the same manner and with the reasonable degree of care, with which it protects its confidential information of similar importance: and

(c) Limit disclosure of Proprietary Information received under this agreement to persons within its organization and to those 3rd party contractors performing tasks that would otherwise customarily or routinely be performed by its

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employees, who have a need to owe such Proprietary Information in the course of performance of their duties and who are bound to protect the confidentiality of such Proprietary Information.

4. Limit on Obligations: The obligations of the Recipient specified in clause 3 above shall not apply and the Recipient shall have no further obligations, with respect to any Proprietary Information to the extent that such Proprietary Information:

a) is generally known to the public at the time of disclosure or becomes generally known without any wrongful act on the part of the Recipient,

b) is in the Recipient's possession at the time of disclosure otherwise than as a result of the Recipient's breach of a legal obligation;

c) becomes known to the Recipient through disclosure by any other source, other than the Disclosing Party, having the legal right to disclose such Proprietary Information is independently developed by the Recipient without reference to or reliance upon the Proprietary Information; or

d) Is required to be disclosed by the Recipient to comply with applicable laws or governmental regulation, provided that the recipient provides prior written notice of such disclosure to the Disclosing Party and, takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

5. Return of Documents: The Recipient shall, upon the request of the Disclosing Party, in writing, return to the Disclosing Party all drawings, documents and other tangible manifestations of Proprietary Information received by the Recipient pursuant to this Agreement (and all copies and reproductions thereof) within a reasonable period. Each party agrees that in the event it is not inclined to proceed further with the engagement, business discussions and negotiations, or in the event of termination of this Agreement, the Recipient party will promptly return to the other party or with the consent of the other party, destroy the Proprietary Information of the other party.

6. Communications: Written communications requesting or transferring Proprietary Information under this Agreement shall be addressed only' to the respective designees as follows (or to such designees as the parties hereto may from time to time designate in writing)

Term: The obligation pursuant to Clause 2 and 3 (Confidentiality and Non-Disclosure of Proprietary Information) will survive for ___ years following the of the Agreement dated _________________

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Nothing herein contained shall be construed as a grant by implication, estoppel, or otherwise or a license by either party to the other to make, have made, use or sell any product using Proprietary Information or as a license under any patent, patent application, utility model, copyright or any other industrial or intellectual property right covering same.

7. Damages: The provisions of this Agreement are necessary for the protection of the business goodwill of the parties and are considered by the parties to be reasonable for such purposes. Service Provider agrees that any breach of this Agreement will cause substantial and irreparable damages to the other party and, therefore, in the event of such breach, in addition to other remedies, which may be available, the service provider on violating the terms of Agreement shall be liable for the entire loss and damages on account of such disclosure. The Service Provider agrees to indemnify the other against loss suffered due to breach of contract and undertakes to make good the financial loss caused directly or indirectly by claims brought about by its customers or by third parties.

8. Miscellaneous

a) This Agreement may not be modified, changed or discharged, in whole or in part, except by a further Agreement in writing signed by both the parties.

b) This Agreement will be binding upon and ensure to the benefit of the parties hereto and it also includes their respective successors and assigns

c) The Agreement shall be construed and interpreted in accordance with the laws prevailing in India.

d) The Courts of Delhi shall have exclusive jurisdiction in all the matters arising in the Contract including execution of Arbitration Award.

IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be signed in their respective names as of the day and year first above written. For and on behalf of India Infrastructure Finance Company Limited Witness: Name: Address: For and on behalf of Service Provider Witness: Name: Address:

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Annexure B

PRE BID INTEGRITY PACT

General

This pre-bid pre-contract Agreement (hereinafter called the Integrity Pact) is made on _______day o f the __________________ month of 2012, between, on one hand, India Infrastructure finance Company Limited , a company incorporated under the Companies Act, 1956 with its Registered Office at 8th Floor, “H.T. Building”, 18 & 20 , Kasturba Gandhi Marg, New Delhi – 110 001 , acting through its authorized officer , (hereinafter called the "SERVICE RECEIVER", which expression shall mean and include, unless the context otherwise requires, his successors in office and assigns) of the First Part and M/s ____________________________represented by Shri __________________________, Chief Executive Officer (hereinafter called the "BIDDER" Which expression shall mean and include, unless the context otherwise requires, his successors and permitted assigns) of the Second Part.

WHEREAS the SERVICE RECEIVER proposes to procure the consultancy services and BIDDER is willing to offer/has offered the services and

WHEREAS the BIDDER is a private company/public company/Government undertaking/Partnership, constituted in accordance with the relevant law in the matter and the SERVICE RECEIVER is a PSU performing its functions as a registered Public Financial Institution regulated by RBI in terms of SIFTI.

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, during and subsequent to the tenor of the contract to be entered into with a view to :- Enabling the SERVICE RECEIVER to obtain the desired services 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 SERVICE RECEIVER will commit to prevent corruption, in any form, by its officials by following transparent procedures.

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The parties hereto hereby agree to enter into this Integrity Pact and agree as follows:

1. Commitments of BIDDERS

1.1. 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:-

1.2. 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 SERVICE RECEIVER, 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.

1.3. The BIDDER further undertakes that it has not given, offered or promised to give, directly or indirectly any bribe, gift, consideration, reward, favour, any material or immaterial benefit or other advantage, commission, fees, brokerage or inducement to any official of the SERVICE RECEIVER 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 the Government for showing or forbearing to show favour or disfavour to any person in relation to the contract or any other contract with the Government.

1.4. B1DDERs shall disclose the name and address of agents and representatives and Indian BIDDERs shall disclose their foreign principals or associates.

1.5. BIDDERs shall disclose the payments to be made by them to agents/brokers or any other intermediary, in connection with this bid/contract.

1.6. The BIDDER further confirms and declares to the SERVICE RECEIVER that the BIDDER is the original integrator and has not engaged any individual or firm or company whether Indian or foreign to intercede, facilitate or in any way to recommend to the SERVICE RECEIVER 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.

1.7. The BIDDER, either while presenting the bid or during pre-contract negotiations or before signing the contract, shall disclose any payments he has made, is committed to or intends to make to officials of the SERVICE RECEIVER or their family members, agents, brokers or any other intermediaries in connection with the contract and the details of services agreed upon for such payments.

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1.8. The BIDDER will not collude with other parties interested in the contract to impair the transparency, fairness and progress of the bidding process, bid evaluation, contracting and implementation of the contract.

1.9. The BIDDER will not accept any advantage in exchange for any corrupt practice, unfair means and illegal activities.

1.10. The BIDDER shall not use improperly, for purposes of competition or personal gain, or pass on to others, any information provided by the SERVICE RECEIVER as 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.

1.11. The BIDDER commits to refrain from giving any complaint directly or through any other manner without supporting it with full and verifiable facts.

1.12. The BIDDER shall not instigate or cause to instigate any third person to commit any of the actions mentioned above.

1.13. 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 SERVICE RECEIVER, or alternatively, if any relative of an officer of the SERVICE RECEIVER has financial interest/stake in the BIDDER's firm, the same shall be disclosed by the BIDDER at the time of filing of tender.

1.14. The term 'relative' for this purpose would be as defined in Section 6 of the Companies Act 1956.

1.15. The BIDDER shall not lend to or borrow any money from or enter into any monetary dealings or transactions, directly or indirectly, with any employee of the SERVICE RECEIVER.

2. Previous Transgression

2.1. 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 in India or any Government Department in India that could justify BIDDER's exclusion from the tender process.

2.2. 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.

3. Sanctions for Violations

3.1. Any breach of the aforesaid provisions by the BIDDER or any one employed

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by it or acting on its behalf (whether with or without the knowledge of the BIDDER) shall entitle the SERVICE RECEIVER to take all or any one of the following actions, wherever required:-

3.1.1. To immediately call off the pre contract negotiations without assigning any reason or giving any compensation to the BIDDER. However, the proceedings with the other BIDDER(S) would continue.

3.1.2. Performance Bank Guarantee (after the contract is signed) shall stand forfeited either fully or partially, as decided by the SERVICE RECEIVER and the SERVICE RECEIVER shall not be required to assign any reason therefore.

3.1.3. To immediately cancel the contract, if already signed, without giving any compensation to the BIDDER.

3.1.4. To recover all sums already paid by the SERVICE RECEIVER (if applicable), and in case of an Indian BIDDER with interest thereon at 2% higher than the prevailing Bench mark Rate of IIFCL, while in case of a BIDDER from a country other than India with interest thereon at 5% higher than the LIBOR. If any outstanding payment is due to the BIDDER from the SERVICE RECEIVER in connection with any other contract, such outstanding payment could also be utilized to recover the aforesaid sum and interest.

3.1.5. To encash the Performance bank guarantee if furnished by the BIDDER, in order to recover the payments, already made by the SERVICE RECEIVER, along with interest.

3.1.6. 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 SERVICE RECEIVER resulting from such cancellation/rescission and the SERVICE RECEIVER shall be entitled to deduct the amount so payable from the money(s) due to the BIDDER.

3.1.7. To debar the BIDDER from participating in future bidding processes of the Government of India for a minimum period of five years, which may be further extended at the discretion of the SERVICE RECEIVER.

3.1.8. 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.

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3.1.9. In cases where irrevocable Letters of Credit have been received in respect of any contract signed by the SERVICE RECEIVER with the BIDDER, the same shall not be opened.

3.1.10. Forfeiture of Performance Bank Guarantee in case of a decision by the SERVICE RECEIVER to forfeit the same without assigning any reason for imposing sanction for violation of this Pact.

3.2. The SERVICE RECEIVER will be entitled to take all or any of the actions mentioned at para 6.1(i) to (x) 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 offence as defined in Chapter IX of the Indian Penal code, 1860 or Prevention of Corruption Act, 1988 or any other statute enacted for prevention of corruption.

3.3. The decision of the SERVICE RECEIVER 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 Monitor(s) appointed for the purposes of this Pact.

4. Fall Clause

The BIDDER undertakes that it has not provided/providing similar services 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 and if it is found at any stage that similar services provided by the BIDDER to any other Ministry/Department of the Government of India or a PSU 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 SERVICE RECEIVER, if the contract has already been concluded.

5. Independent Monitors

5.1. The SERVICE RECEIVER has appointed Independent Monitors (hereinafter referred to as Monitors) for this Pact in consultation with the Central Vigilance Commission (Names and Addresses of the Monitors to be given).

5.2. 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.

5.3. The Monitors shall not be subject to instructions by the representatives of the parties and perform their functions neutrally and independently.

5.4. Both the parties accept that the Monitors have the right to access all the

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documents relating to the project/procurement, including minutes of meetings.

5.5. 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 SERVICE RECEIVER.

5.6. The BIDDER(s) accepts that the Monitor has the right to access without restriction to all Project documentation of the SERVICE RECEIVER 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 Subcontractors. The Monitor shall be under contractual obligation to treat the information and documents of the BIDDER/Subcontractor(s) with confidentiality.

5.7. The SERVICE RECEIVER 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.

5.8. The Monitor will submit a written report to the designated Authority of SERVICE RECEIVER/Secretary in the Department/ within 8 to 10 weeks from the date of reference or intimation to him by the SERVICE RECEIVER / BIDDER and, should the occasion arise, submit proposals for correcting problematic situations.

6. Facilitation of Investigation

In case of any allegation of violation of any provisions of this Pact or payment of commission, the SERVICE RECEIVER 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.

7. Law and Place of Jurisdiction

This Pact is subject to Indian Law. The place of performance and jurisdiction is New-Delhi.

8. 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.

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9. Validity

9.1. The validity of this Integrity Pact shall be from date of its signing and extend upto 3 years or the complete execution of the contract to the satisfaction of both the SERVICE RECEIVER and the BIDDER, 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.

9.2. Should one or several provisions of this Pact turn 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.

10. Notice Clause

Any notices or correspondence to be given hereunder by either Party to the other may be effected either by personal delivery in writing, pre-paid registered post with acknowledgement due, courier, facsimile or electronic mail and shall be addressed to the Parties at the addresses specified below. Notices will be deemed communicated even if acceptance is refused.

If addressed to Bidder:

Name _______________________

Designation _______________________

Address _______________________

Email _______________________

Phone _______________________

Fax No _______________________

If addressed to IIFCL(Service Receiver):

Name Designation Address India Infrastructure Finance Company Limited

8th Floor, Hindustan Times House, 18 & 20, Katurba Gandhi Marg, New Delhi – 110001

Email _______________________

Phone _______________________

Fax No: +91-11-23766256

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14. The parties hereby sign this Integrity Pact at ______________________ on_______

BIDDER SERVICE RECEIVER

CHIEF EXECUTIVE OFFICER AUTHORISED SIGNATORY

Witness Witness

1._________________________ 1. _______________________

2._________________________ 2.________________________

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Annexure C

Certificate cum declaration of no conflict of interest It is certified that as on date no conflict of interest exists, with any other organization, department or party(ies) with respect to the nature of work this assignment we, _________________, are applying for and that during the aforesaid assignment we will not undertake any assignment/work/job which may affect the interest of the Service Receiver. Date :-__________ Place:- __________ Bidder:- Name:- Designation :- Signature:-

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Annexure D Form of Contract

LUMP-SUM REMUNERATION

This CONTRACT (hereinafter called the “Contract”) is made on ____________, between, on the one hand, India Infrastructure Finance Company Limited (IIFCL) its registered office at 8th Floor, Hindustan Times House, 18 & 20, K.G Marg, New Delhi through its Authorised officer/ Representative(hereinafter called the “Employer/Service Receiver/Company”) and, on the other hand, ______________ (hereinafter called the “Service Provider/Consultants”).

WHEREAS

(a) the Employer has requested the Service Provider to provide certain Services as defined in the General Conditions of Contract attached to this Contract (hereinafter called the “Services”);

(b) the Service Provider, having represented to the Employer that they have the required professional skills, and personnel and technical resources, have agreed to provide the Services on the terms and conditions set forth in this Contract at a contract price of Rs. __________________;

NOW THEREFORE the parties hereto hereby agree as follows:

1. The following documents shall be deemed to form and be read and construed as part of this Agreement, and the priority of the documents shall be as follows:

(a) the Service Provider’s Bid

(b) the General Conditions of Contract;

(c) the Special Conditions of Contract;

(d) the Performance Specifications; and

(e) The following Appendices:

Appendix A: Description of the Services

Appendix B: Reports and Documents

Appendix C: Key Personnel and Subcontractors

Appendix D: Services and Facilities to be provided by the Employer

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Appendix E: Priced Activity Schedule

Appendix F: Bid Security ( Bank Guarantee)

Appendix G: Letter of Acceptance (LOA)

2. The mutual rights and obligations of the Employer and the Service Provider shall be as set forth in the Contract, in particular:

(a) the Service Provider shall carry out the Services in accordance with the provisions of the Contract; and

(b) the Employer shall make payments to the Service Provider in accordance with the provisions of the Contract.

IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be signed in their respective names as of the day and year first above written.

For and on behalf of India Infrastructure Finance Company Limited

[Authorized Representative]

For and on behalf of _____________________

[Authorized Representative]

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TECHNICAL PROPOSAL

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B) General Conditions of Contract

A. General Provisions

1.1 Definitions Unless the context otherwise requires, the following terms whenever used in this Contract have the following meanings: (a) “Activity Schedule” is the priced and completed list of items of

Services to be performed by the Service Provider forming part of his Bid;

(b) “Completion Date” means the date of completion of the Services by the Service Provider as certified by the Employer

(c) “Contract” means the Contract signed by the Parties, to which these General Conditions of Contract (GCC) are attached, together with all the documents listed in Clause 1 of such signed Contract;

(d) “Contract Price” means the price to be paid for the performance of the Services, in accordance with Clause 6;

(e) “Dayworks” means varied work inputs subject to payment on a time basis for the Service Provider’s employees and equipment, in addition to payments for associated materials and administration.

(f) “Employer” means the party who employs the Service Provider

(g) “Foreign Currency” means any currency other than the currency of the country of the Employer;

(h) “GCC” means these General Conditions of Contract;

(i) “Government” means the Government of India;

(j) “Local Currency” means the currency of the India i.e INR;

(k) “Member,” in case the Service Provider consist of a joint venture of more than one entity, means any of these entities; “Members” means all these entities, and “Member in Charge” means the entity specified in the SC to act on their behalf in exercising all the Service Provider’ rights and obligations towards the Employer under this Contract;

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(l) “Party” means the Employer or the Service Provider, as the case may be, and “Parties” means both of them;

(m) “Personnel” means persons hired by the Service Provider or by any Subcontractor as employees and assigned to the performance of the Services or any part thereof;

(n) “Service Provider” is a person or corporate body whose Bid to provide the Services has been accepted by the Employer;

(o) “Service Provider’s Bid” means the completed bidding document submitted by the Service Provider to the Employer

(p) “SCC” means the Special Conditions of Contract by which the GCC may be amended or supplemented;

(q) “Specifications” means the specifications of the service included in the bidding document submitted by the Service Provider to the Employer

(r) “Services” means the work to be performed by the Service Provider pursuant to this Contract, as described in Appendix A; and in the Specifications and Schedule of Activities included in the Service Provider’s Bid.

(s) (u) “Subcontractor” means any entity to which the Service Provider subcontracts any part of the Services in accordance with the provisions of Sub-Clauses 3.5 and 4.

1.2 Applicable Law The Contract shall be interpreted in accordance with the laws of the Employer’s country, unless otherwise specified in the Special Conditions of Contract (SCC).

1.3 Language This Contract has been executed in the language specified in the SCC, which shall be the binding and controlling language for all matters relating to the meaning or interpretation of this Contract.

1.4 Notices Any notice, request, or consent made pursuant to this Contract shall be in writing and shall be deemed to have been made when delivered in person to an authorized representative of the Party to whom the communication is addressed, or when sent by registered mail, telex, telegram, or facsimile to such Party at the address specified in the SCC.

1.5 Location The Services shall be performed at such locations as are specified in Appendix A, in the specifications and, where the location of a particular task is not so specified, at such locations, whether in the Government’s country or elsewhere, as the Employer may approve.

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1.6 Authorized Representatives

Any action required or permitted to be taken, and any document required or permitted to be executed, under this Contract by the Employer or the Service Provider may be taken or executed by the officials specified in the SCC.

1.7 Inspection and Audit by IIFCL

The Service Provider shall permit the IIFCL to inspect its accounts and records relating to the performance of the Services and to have them audited by auditors appointed by the IIFCL, if so required by the IIFCL.

1.8 Taxes and Duties The Service Provider, Subcontractors, and their Personnel shall pay such taxes, duties, fees, and other impositions as may be levied under the Applicable Law, the amount of which is deemed to have been included in the Contract Price. Any variation in taxes, service tax, duties or levies on the contract, after the submission deadline date, shall be adjusted accordingly in the invoice prepared by the Service Provider.

2. Commencement, Completion, Modification, and Termination of Contract

2.1 Effectiveness of Contract

This Contract shall come into effect on the date the Contract is signed by both parties or such other later date as may be stated in the SCC.

2.2 Commencement of Services

2.2.1 Program Before commencement of the Services, the Service Provider shall submit to the Employer for approval a Program showing the general methods, arrangements, order and timing for all activities. The Services shall be carried out in accordance with the approved Program as updated.

2.2.2 Starting Date

The Service Provider shall start carrying out the Services thirty (30) days after the date the Contract becomes effective, or at such other date as may be specified in the SCC.

2.3 Intended Completion Date

Unless terminated earlier pursuant to Sub-Clause 2.6, the Service Provider shall complete the activities by the Intended Completion Date, as is specified in the SCC. If the Service Provider does not complete the activities by the Intended Completion Date, it shall be liable to pay liquidated damage as per Sub-Clause 3.8. In this case, the Completion Date will be the date of completion of all activities.

2.4 Modification Modification of the terms and conditions of this Contract, including

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any modification of the scope of the Services or of the Contract Price, may only be made by written agreement between the Parties and shall not be effective until the consent of the IIFCL has been obtained.

2.5 Force Majeure

2.5.1 Definition For the purposes of this Contract, “Force Majeure” means an event which is beyond the reasonable control of a Party and which makes a Party’s performance of its obligations under the Contract impossible or so impractical as to be considered impossible under the circumstances.

2.5.2 No Breach of Contract

The failure of a Party to fulfill any of its obligations under the contract shall not be considered to be a breach of, or default under, this Contract insofar as such inability arises from an event of Force Majeure, provided that the Party affected by such an event (a) has taken all reasonable precautions, due care and reasonable alternative measures in order to carry out the terms and conditions of this Contract, and (b) has informed the other Party as soon as possible about the occurrence of such an event.

2.5.3 Extension of Time

Any period within which a Party shall, pursuant to this Contract, complete any action or task, shall be extended for a period equal to the time during which such Party was unable to perform such action as a result of Force Majeure.

2.5.4 Payments During the period of their inability to perform the Services as a result of an event of Force Majeure, the Service Provider shall be entitled to continue to be paid under the terms of this Contract, as well as to be reimbursed for additional costs reasonably and necessarily incurred by them during such period for the purposes of the Services and in reactivating the Service after the end of such period.

2.6 Termination

2.6.1 By the Employer

The Employer may terminate this Contract, by not less than sixty (60) days’ written notice of termination to the Service Provider, to be given after the occurrence of any of the events specified in paragraphs (a) through (e) of this Sub-Clause 2.6.1: (a) if the Service Provider does not remedy a failure in the

performance of its obligations under the Contract, within thirty (30) days after being notified or within any further period as the Employer may have subsequently approved in writing;

(b) if the Service Provider become insolvent or bankrupt; (c) if, as the result of Force Majeure, the Service Provider is

unable to perform a material portion of the Services for a period of not less than sixty (60) days; or

(d) if the Service Provider, in the judgment of the Employer has engaged in corrupt or fraudulent practices in competing for or

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in executing the Contract. For the purposes of this Sub-Clause: (i) “corrupt practice”1 is the offering, giving, receiving or

soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party;

(ii) “fraudulent practice”2 is any act or omission, including a misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation;

(iii) “collusive practice”3 is an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party;

(iv) “coercive practice” 4 is impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party;

(v) “obstructive practice” is

(aa) deliberately destroying, falsifying, altering or concealing of evidence material to the investigation or making false statements to investigators in order to materially impede a IIFCL investigation into allegations of a corrupt, fraudulent, coercive or collusive practice; and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, or

(bb) acts intended to materially impede the exercise of the IIFCL’s inspection and audit rights provided for under para. 1.14 (e) of the IIFCL’s Procurement Guidelines.

(e ) If , as a result of any government policy or directive, or for any

1 For the purpose of this Contract, “another party” refers to a public official acting in relation to the

procurement process or contract execution. In this context, “public official” includes IIFCL staff and employees of other organizations taking or reviewing procurement decisions.

2 For the purpose of this Contract, “party” refers to a public official; the terms “benefit” and “obligation” relate to the procurement process or contract execution; and the “act or omission” is intended to influence the procurement process or contract execution.

3 For the purpose of this Contract, “parties” refers to participants in the procurement process (including public officials) attempting to establish bid prices at artificial, non competitive levels.

4 For the purpose of this Contract, “party” refers to a participant in the procurement process or contract execution.

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other reason not covered the above paragraphs (a) to (d), the employer does not want to continue with the performance of the contract with the Service Provider

2.6.2 By the Service Provider

The Service Provider may terminate this Contract, by not less than sixty (60) days’ written notice to the Employer, such notice to be given after the occurrence of any of the events specified in paragraphs (a) and (b) of this Sub-Clause 2.6.2: (a) if the Employer fails to pay any payments due to the Service

Provider pursuant to this Contract and not subject to dispute pursuant to Clause 7 within forty-five (45) days after receiving written notice from the Service Provider that such payment is overdue; or

(b) if, as the result of Force Majeure, the Service Provider is unable to perform a material portion of the Services for a period of not less than sixty (60) days.

2.6.3 Suspension of Loan or Credit

DELETED

2.6.4 Payment upon Termination

Upon termination of this Contract pursuant to Sub-Clauses 2.6.1 or 2.6.2, the Employer shall make the following payments to the Service Provider: (a) remuneration pursuant to Clause 6 for Services satisfactorily

performed prior to the effective date of termination; (b) except in the case of termination pursuant to paragraphs (a),

(b), (d) of Sub-Clause 2.6.1, reimbursement of any reasonable cost incident to the prompt and orderly termination of the Contract, including the cost of the return travel of the Personnel.

3. Obligations of the Service Provider

3.1 General The Service Provider shall perform the Services in accordance with the Specifications and the Activity Schedule, and carry out its obligations with all due diligence, efficiency, and economy, in accordance with generally accepted professional techniques and practices, and shall observe sound management practices, and employ appropriate advanced technology and safe methods. The Service Provider shall always act, in respect of any matter relating to this Contract or to the Services, as faithful adviser to the Employer, and shall at all times support and safeguard the Employer’s legitimate interests in any dealings with Subcontractors or third parties.

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3.2 Conflict of Interests

3.2.1 Service Provider Not to Benefit from Commissions and Discounts.

The remuneration of the Service Provider pursuant to Clause 6 shall constitute the Service Provider’s sole remuneration in connection with this Contract or the Services, and the Service Provider shall not accept for their own benefit any trade commission, discount, or similar payment in connection with activities pursuant to this Contract or to the Services or in the discharge of their obligations under the Contract, and the Service Provider shall use their best efforts to ensure that the Personnel, any Subcontractors, and agents of either of them similarly shall not receive any such additional remuneration.

3.2.2 Service Provider and Affiliates Not to be Otherwise Interested in Project

The Service Provider agree that, during the term of this Contract and after its termination, the Service Provider and its affiliates, as well as any Subcontractor and any of its affiliates, shall be disqualified from providing goods, works, or Services (other than the Services and any continuation thereof) for any project resulting from or closely related to the Services.

3.2.3 Prohibition of Conflicting Activities

Neither the Service Provider nor its Subcontractors nor the Personnel shall engage, either directly or indirectly, in any of the following activities: (a) during the term of this Contract, any business or professional

activities in the Government’s country which would conflict with the activities assigned to them under this Contract;

(b) during the term of this Contract, neither the Service Provider nor their Subcontractors shall hire public employees in active duty or on any type of leave, to perform any activity under this Contract;

(c) after the termination of this Contract, such other activities as may be specified in the SCC.

3.3 Confidentiality IIFCL has spent significant time, effort and money to develop certain proprietary information, which the IIFCL considers vital to its business and goodwill. The Service Provider, it’s Subcontractors, and the Personnel of either of them shall not, either during the term or within two (2) years after the expiration of this Contract, disclose any proprietary or confidential information relating to the Project, the Services, this Contract, or the Employer’s business or operations without the prior written consent of the Employer.

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3.4 Insurance to be Taken Out by the Service Provider

The Service Provider (a) shall take out and maintain, and shall cause any Subcontractors to take out and maintain, at its (or the Subcontractors’, as the case may be) own cost but on terms and conditions approved by the Employer, insurance against the risks, and for the coverage, as shall be specified in the SCC; and (b) at the Employer’s request, shall provide evidence to the Employer showing that such insurance has been taken out and maintained and that the current premiums have been paid.

3.5 Service Provider’s Actions Requiring Employer’s Prior Approval

The Service Provider shall obtain the Employer’s prior approval in writing before taking any of the following actions: (a) entering into a subcontract for the performance of any part of

the Services, (b) appointing such members of the Personnel not listed by name

in Appendix C (“Key Personnel and Subcontractors”), (c) changing the Program of activities; and (d) any other action that may be specified in the SCC.

3.6 Reporting Obligations

The Service Provider shall submit to the Employer the reports and documents specified in Appendix B in the form, in the numbers, and within the periods set forth in the said Appendix.

3.7 Documents Prepared by the Service Provider to Be the Property of the Employer

All plans, drawings, specifications, designs, reports, and other documents and software submitted by the Service Provider in accordance with Sub-Clause 3.6 shall become and remain the property of the Employer, and the Service Provider shall, not later than upon termination or expiration of this Contract, deliver all such documents and software to the Employer, together with a detailed inventory thereof. The Service Provider may retain a copy of such documents and software. Restrictions about the future use of these documents, if any, shall be specified in the SCC.

3.8 Liquidated Damages

3.8.1 Payments of Liquidated Damages

The Service Provider shall pay liquidated damages to the Employer at the rate per day stated in the SCC for each day that the Completion Date is later than the Intended Completion Date. The total amount of liquidated damages shall not exceed the amount defined in the SCC. The Employer may deduct liquidated damages from payments due to the Service Provider. Payment of liquidated damages shall not affect the Service Provider’s liabilities.

3.8.2 Correction for Over-

If the Intended Completion Date is extended after liquidated damages have been paid, the Employer shall correct any overpayment of liquidated damages by the Service Provider by

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payment

adjusting the next payment certificate. The Service Provider shall be paid interest on the overpayment, calculated from the date of payment to the date of repayment, at the rates specified in Sub-Clause 6.5.

3.8.3 Lack of performance penalty

If the Service Provider has not corrected a Defect within the time specified in the Employer’s notice, a penalty for Lack of performance will be paid by the Service Provider. The amount to be paid will be calculated as a percentage of the cost of having the Defect corrected, assessed as described in Sub-Clause 7.2 and specified in the SCC.

3.9 Performance Security

The Service Provider shall provide the Performance Security to the Employer no later than the date specified in the Letter of acceptance. The Performance Security shall be issued in an amount and form and by a bank or surety acceptable to the Employer, and denominated in the types and proportions of the currencies in which the Contract Price is payable. The performance Security shall be valid until a date 45 days from the Completion Date of the Contract in case of a bank guarantee, and until one year from the Completion Date of the Contract in the case of a Performance Bond.

3.10 Remedy for Breach

The Service provider hereto agree that in event of breach of this agreement, the damage or imminent damage to the value and the goodwill of the IIFCL’s business will be inestimable and that therefore any remedy at law or in damages shall be inadequate. Accordingly the service provider hereto agree that IIFCL shall be entitled to injunctive relief against the consultants in the event of any breach or threatened breach by consultant, in addition to any other relief (including damages and the right of IIFCL to stop payments hereunder which is hereby granted) available to IIFCL under this agreement tor law.

3.11 Termination Obligations

The service provider hereby acknowledges and agrees that all property, including without limitation , all books, manuals, records reports, notes contracts lists blueprints and other documents, or materials or copies thereof, Proprietary information and equipment furnished to or prepared by service provider or its agent in the course of or incident to its rendering of services to the company and shall be promptly retuned to the company upon termination of the consulting period, Following termination, neither consultants nor any of its agents will retain any written or other tangible material containing any proprietary information.

4. Service Provider’s Personnel

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4.1 Description of Personnel

The titles, agreed job descriptions, minimum qualifications, and estimated periods of engagement in the carrying out of the Services of the Service Provider’s Key Personnel are described in Appendix C. The Key Personnel and Subcontractors listed by title as well as by name in Appendix C are hereby approved by the Employer.

4.2 Removal and/or Replacement of Personnel

(a) Except as the Employer may otherwise agree, no changes shall

be made in the Key Personnel. If, for any reason beyond the reasonable control of the Service Provider, it becomes necessary to replace any of the Key Personnel, the Service Provider shall provide as a replacement a person of equivalent or better qualifications.

(b) If the Employer finds that any of the Personnel have (i) committed serious misconduct or have been charged with having committed a criminal action, or (ii) have reasonable cause to be dissatisfied with the performance of any of the Personnel, then the Service Provider shall, at the Employer’s written request specifying the grounds thereof, provide as a replacement a person with qualifications and experience acceptable to the Employer. Service provider assumes full responsibilities for the actions of such personnel while performing services pursuant to this agreement and shall be solely responsible for those activities.

(c) The Service Provider shall have no claim for additional costs arising out of or incidental to any removal and/or replacement of Personnel.

5. Obligations of the Employer

5.1 Assistance and Exemptions

The Employer shall use its best efforts to ensure that the Government shall provide the Service Provider such assistance and exemptions as specified in the SCC.

5.2 Change in the Applicable Law

If, after the date of this Contract, there is any change in the Applicable Law with respect to taxes and duties which increases or decreases the cost of the Services rendered by the Service Provider, then the remuneration and reimbursable expenses otherwise payable to the Service Provider under this Contract shall be increased or decreased accordingly by agreement between the Parties, and corresponding adjustments shall be made to the amounts referred to in Sub-Clauses 6.2 (a) or (b), as the case may be.

5.3 Services and Facilities

The Employer shall make available to the Service Provider the Services and Facilities listed under Appendix D.

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6. Payments to the Service Provider

6.1 Lump-Sum Remuneration

The Service Provider’s remuneration shall not exceed the Contract Price and shall be a fixed lump-sum including all Subcontractors’ costs, and all other costs incurred by the Service Provider in carrying out the Services described in Appendix A. Except as provided in Sub-Clause 5.2, the Contract Price may only be increased above the amounts stated in Sub-Clause 6.2 if the Parties have agreed to additional payments in accordance with Sub-Clauses 2.4 and 6.3.

6.2 Contract Price (a) The price payable in local currency is set forth in the SCC. (b) The price payable in foreign currency is set forth in the SCC.

6.3 Payment for Additional Services, and Performance Incentive Compensation

6.3.1 For the purpose of determining the remuneration due for additional Services as may be agreed under Sub-Clause 2.4, a breakdown of the lump-sum price is provided in Appendices D and E.

6.3.2 If the SCC so specify, the service provider shall be paid performance incentive compensation as set out in the Performance Incentive Compensation appendix.

6.4 Terms and Conditions of Payment

Payments will be made to the Service Provider according to the payment schedule stated in the SCC. Unless otherwise stated in the SCC, the advance payment (Advance for Mobilization, Materials and Supplies) shall be made against the provision by the Service Provider of a bank guarantee for the same amount, and shall be valid for the period stated in the SCC. Any other payment shall be made after the conditions listed in the SCC for such payment have been met, and the Service Provider have submitted an invoice to the Employer specifying the amount due.

6.5 Interest on Delayed Payments

If the Employer has delayed payments beyond fifteen (15) days after the due date stated in the SCC, interest shall be paid to the Service Provider for each day of delay at the rate stated in the SCC.

6.6 Price Adjustment

6.6.1 Prices shall be adjusted for fluctuations in the cost of inputs only

if provided for in the SCC. If so provided, the amounts certified in each payment certificate, after deducting for Advance Payment, shall be adjusted by applying the respective price adjustment factor to the payment amounts due in each currency. A separate formula of the type indicated below applies to each Contract currency: Pc = Ac + Bc Lmc/Loc + Cc Imc/Ioc Where:

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Pc is the adjustment factor for the portion of the Contract Price payable in a specific currency “c”. Ac , Bc and Cc are coefficients specified in the SCC, representing: Ac the nonadjustable portion; Bc the adjustable portion relative to labor costs and Cc the adjustable portion for other inputs, of the Contract Price payable in that specific currency “c”; and Lmc is the index prevailing at the first day of the month of the corresponding invoice date and Loc is the index prevailing 28 days before Bid opening for labor; both in the specific currency “c”. Imc is the index prevailing at the first day of the month of the corresponding invoice date and Ioc is the index prevailing 28 days before Bid opening for other inputs payable; both in the specific currency “c”. If a price adjustment factor is applied to payments made in a currency other than the currency of the source of the index for a particular indexed input, a correction factor Zo/Zn will be applied to the respective component factor of pn for the formula of the relevant currency. Zo is the number of units of currency of the country of the index, equivalent to one unit of the currency payment on the date of the base index, and Zn is the corresponding number of such currency units on the date of the current index.

6.6.2 If the value of the index is changed after it has been used in a calculation, the calculation shall be corrected and an adjustment made in the next payment certificate. The index value shall be deemed to take account of all changes in cost due to fluctuations in costs.

6.7 Dayworks 6.7.1 If applicable, the Daywork rates in the Service Provider’s Bid

shall be used for small additional amounts of Services only when the Employer has given written instructions in advance for additional services to be paid in that way.

6.7.2 All work to be paid for as Dayworks shall be recorded by the Service Provider on forms approved by the Employer. Each completed form shall be verified and signed by the Employer representative as indicated in Sub-Clause 1.6 within two days of the Services being performed.

6.7.3 The Service Provider shall be paid for Dayworks subject to obtaining signed Dayworks forms as indicated in Sub-Clause 6.7.2

7. Quality Control

7.1 Identifying Defects

The principle and modalities of Inspection of the Services by the

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Employer shall be as indicated in the SCC. The Employer shall check the Service Provider’s performance and notify him of any Defects that are found. Such checking shall not affect the Service Provider’s responsibilities. The Employer may instruct the Service Provider to search for a Defect and to uncover and test any service that the Employer considers may have a Defect. Defect Liability Period is as defined in the SCC.

7.2 Correction of Defects, and Lack of Performance Penalty

(a) The Employer shall give notice to the Service Provider of any Defects before the end of the Contract. The Defects liability period shall be extended for as long as Defects remain to be corrected.

(b) Every time notice a Defect is given, the Service Provider shall correct the notified Defect within the length of time specified by the Employer’s notice.

(c) If the Service Provider has not corrected a Defect within the time specified in the Employer’s notice, the Employer will assess the cost of having the Defect corrected, the Service Provider will pay this amount, and a Penalty for Lack of Performance calculated as described in Sub-Clause 3.8.

8. Settlement of Disputes

8.1 Amicable Settlement

The Parties shall use their best efforts to settle amicably all disputes arising out of or in connection with this Contract or its interpretation.

8.2 Dispute Settlement

8.2.1 The arbitration shall be conducted in accordance with the

arbitration procedure published by the institution named and in the place shown in the SCC.

9.0 Risk Purchase If the Service Provider after receipt of letter of commencement fails to

abide by the terms and conditions of the Contract, or fails to execute the work as per the tender or at any time repudiates the work order, IIFCL will have the right to invoke the bid security, invoke the performance bank guarantee and execute the contract from other firms at the risk and cost of the bidder. The cost difference between the alternative arrangements and contract price will be recovered from the bidder along with other incidental charges. In case of execution of work through alternative sources and if price is lower, no benefit on this account will be passed to the bidder.

Special Conditions of Contract 39

C) Special Conditions of Contract Number of GC Clause

Amendments of, and Supplements to, Clauses in the General Conditions of Contract

1.1 The words “in the Government’s country” are amended to read “in India”

1.1(e) The contract name is : Resources and Treasury Advisors for R&T Department of IIFCL.

1.1(h) The Employer is India Infrastructure Finance Co. Ltd

1.1(m) The Member in Charge is ____________________

1.1(p) The Service Provider is

1.2 The Applicable Law is: India

1.3 The language is English, Hindi

1.4 The addresses are:

Employer: INFRASTRUCTURE FINANCE COMPANY LIMITED 8th Floor, Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi – 110 001, INDIA

Attention: AGM-R&T

Facsimile: Tel: +91-11-23730269, 23730270 Fax: +91 -11-23736355

Service Provider:

Attention:

Telex:

Facsimile:

1.6 The Authorized Representatives are: For the Employer: AGM – R&T, IIFCL For the Service Provider:

2.1 The date on which this Contract shall come into effect is on the date of signing of all contract documents.

2.2.2 The Starting Date for the commencement of Services is xx 2013

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Number of GC Clause

Amendments of, and Supplements to, Clauses in the General Conditions of Contract

2.3 The Intended Completion Date is xx 2016

3.4 The risks and coverage by insurance shall be:

(i) Third Party liability: Rs.5,00,000/- (Rs. Five Lakhs only) (ii) Professional liability: Rs. 5,00,000/- (Rs. Five Lakhs only) (iii) Loss or damage to equipment and property of IIFCL: Rs. 5,00,000/-

((Rs. Five Lakhs only)

3.8.1 The liquidated damages rate is 1.5% percent of the total annual contract value for each week of delay or part thereof. The total amount of liquidated damages for delay shall however be limited to 10 % (Ten percent) of the total annual contract price.

6.2(a) The amount in local currency is Rs. ____________________. ( exclusive of service tax)

Total Contract Price ( inclusive of service tax @ 12.36%)

6.2(b) The amount in foreign currency or currencies is: NIL

6.4 Consultants will be paid on Quarterly basis in Arrears.

6.5 Payment shall be made within 30 (Thirty) days of receipt of the invoice and the relevant documents specified in Sub-Clause 6.4, and within 45 (Forty five) days in the case of the final payment.

The interest rate is NIL.

7.1 The principle and modalities of inspection of the Services by the Employer are as follows:

i. Visit and inspection of the facility of the service provider ii. Checking of up time reports

iii. Availability of key resources at the facility 8.2.1 The dispute settlement mechanism to be applied shall be as follows:

(a) In case of Dispute or difference arising between the Employer and Service

Provider relating to any matter arising out of or connected with this agreement, such disputes or difference shall be settled in accordance with the Arbitration and Conciliation Act, 1996. The arbitral tribunal shall consist of 3 arbitrators one each to be appointed by the Employer and the Service Provider. The third Arbitrator shall be chosen by the two Arbitrators so appointed by the Parties and shall act as Presiding arbitrator. In case of failure of the two arbitrators appointed by the parties to reach

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Number of GC Clause

Amendments of, and Supplements to, Clauses in the General Conditions of Contract

upon a consensus within a period of 30 days from the appointment of the arbitrator appointed subsequently, the Presiding Arbitrator shall be appointed by the Chairman of the Delhi State Centre, The Institution of Engineers (India), Delhi.

(b) If one of the parties fails to appoint its arbitrator in pursuance of sub-clause (a) ,within 30 days after receipt of the notice of the appointment of its arbitrator by the other party, then Chairman of the Delhi Centre of The Institution of Engineers (India), Delhi, shall appoint the arbitrator. A certified copy of the order of the Chairman of the Delhi State Centre of The Institution of Engineers (India), Delhi making such an appointment shall be furnished to each of the parties.

(c) Arbitration proceedings shall be held at Delhi, India, and the language of

the arbitration proceedings and that of all documents and communications between the parties shall be English.

(d) The decision of the majority of arbitrators shall be final and binding upon

both parties. The cost and expenses of Arbitration proceedings will be paid as determined by the arbitral tribunal. However, the expenses incurred by each party in connection with the preparation, presentation etc. of its proceedings as also the fees and expenses paid to the arbitrator appointed by such party or on its behalf shall be borne by each party itself.

(e) Where the value of the contract is Rs. 10 million and below, the disputes or differences arising shall be referred to the Sole Arbitrator. The Sole Arbitrator should be appointed by agreement between the parties; failing such agreement, by the appointing authority namely the Chairman of the Delhi State Centre of The Institution of Engineers (India), Delhi.

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D) Performance Specifications

1. DETAILED SERVICE LEVELS AND DEFINITIONS:

This Section describes the service levels that have been established for the Services offered by the Service Provider (SP) to IIFCL as specified in RFP. The SP shall monitor and maintain the stated service levels to provide quality customer service to IIFCL.

2. PENALTY If the service provider fails to provide the specified services to the Service Receiver, or if there is any breach in the terms and conditions of the agreements as specified in the reference document, then IIFCL reserves the right to invoke the Bank guarantee and the liquidated damages as specified in the agreement. Note:

a. The above SLA penalties on annual basis will not exceed 10% of the annual contract value and thereafter, IIFCL reserves the right to cancel the contract.

b. If there is SLA breach for three consecutive month then IIFCL has right to terminate the contract by giving 30 days’ notice.

3. AVAILABILITY SERVICE LEVEL DEFAULT Availability Service Level will be measured on a monthly basis.

The Bidder’s performance to Availability Service Levels will be assessed against Minimum Service Level requirements on a monthly basis for each criteria mentioned in the Availability measurement table

An Availability Service Level Default will occur when the vendor fails to meet Minimum Service Levels, as measured on a monthly basis, for a particular Service Level.

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APPENDIX A

Description of Services

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APPENDIX B

Reports and Documents to be submitted by ________________

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45

APPENDIX C

Key Personnel

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APPENDIX D

Services and Facilities to be provided by the Employer

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APPENDIX E

Priced Activity Schedule

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APPENDIX - F

Bid Security (Bank Guarantee) [The Bank shall fill in this Bank Guarantee Form in accordance with the instructions indicated.] ________________________________

Beneficiary: ___________________

Date: ________________

BID GUARANTEE No.: _________________

We have been informed that ___________ (hereinafter called "the Bidder") has submitted to you its bid dated (hereinafter called "the Bid") for the execution of __________ under Invitation for Bids No. __________ (“the IFB”).

Furthermore, we understand that, according to your conditions, bids must be supported by a bid guarantee.

At the request of the Bidder, we __________ hereby irrevocably undertake to pay you any sum or sums not exceeding in total an amount of _________ (_________) upon receipt by us of your first demand in writing accompanied by a written statement stating that the Bidder is in breach of its obligation(s) under the bid conditions, because the Bidder:

(a) has withdrawn its Bid during the period of bid validity specified by the Bidder in the Bid Document; or

(b) having been notified of the acceptance of its Bid by the Purchaser during the period of bid validity, (i) fails or refuses to execute the Contract Form; or (ii) fails or refuses to furnish the performance security, if required, in accordance with the Instructions to Bidders.

This guarantee will expire: (a) if the Bidder is the successful bidder, upon our receipt of copies of the contract signed by the Bidder and the performance security issued to you upon the instruction of the Bidder; or (b) if the Bidder is not the successful bidder, upon the earlier of (i) our receipt of a copy of your notification to the Bidder of the name of the successful bidder; or (ii) twenty-eight days after the expiration of the Bidder’s Bid. Consequently, any demand for payment under this guarantee must be received by us at the office on or before that date. This guarantee is subject to the Uniform Rules for Demand Guarantees, ICC Publication No. 458.

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Signature

APPENDIX-G

Letter of Acceptance [letterhead paper of the Employer]

[date] To: [name and address of the Service provider] This is to notify you that your Bid dated [date] for execution of the [name of the Contract and identification number, as given in the Special Conditions of Contract] for the Contract Price of the equivalent of [amount in numbers and words] [name of currency], as corrected and modified in accordance with the Instructions to Bidders is hereby accepted by our Agency. You are hereby instructed to proceed with the execution of the said contract for the provision of Services in accordance with the Contract documents. You may submit the performance Bank Guarantee within 30 days to issuance of Letter of Acceptance. Please return the attached Contract dully signed Authorized Signature: Name and Title of Signatory: Name of Agency: Attachment: Contract