TENDER DOCUMENT/BID DOCUMENT Tender …...the B or can be collected from Shri Rajesh J. Motwani (AGM) / Mr. Ranjan Singh(Manager), IDBI Bank Ltd., IDBI Tower, Branch Operations Support

TENDER DOCUMENT/BID DOCUMENT

Tender Reference Number: IDBI / BOSPD / RFP / 2017 – 18 / 1

REQUEST FOR PROPOSAL (RFP)

FOR

SELECTION OF VENDOR FOR SECURED “CASH DELIVERY AND PICK-UP (CDP) SERVICES”

FOR MUMBAI ZONAL AREA OF THE IDBI BANK

----------------------------------------------

IDBI Bank Ltd. RFP For CDP Services

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REQUEST FOR PROPOSAL (RFP) FOR SELECTION OF VENDOR FOR ‘CASH DELIVERY AND PICK UP (CDP) SERVICES’ FOR THE

OPERATIONAL AREA OF MUMBAI ZONE OF IDBI BANK

IDBI Bank Ltd. having CIN L65190MH2004GOI148838 is a company within the meaning of the Companies Act, 1956 and a banking company within the meaning of section 5 (c) of the Banking Regulation Act, 1949 (hereinafter referred to as “IDBI Bank” or “the Bank”). IDBI Bank is a Scheduled Bank as notified by the Reserve Bank of India (RBI) under the Reserve Bank of India Act, 1934. RBI has categorized IDBI Bank under a new sub-group "Public Sector Bank - Other Public Sector Banks". IDBI Bank is engaged in banking business. IDBI Bank intends to select vendor/s (hereinafter referred to as ‘Vendor/s’ or ‘Bidder/s’) for ‘Cash Delivery and Pick-up services’ across the existing Mumbai Zoanl Area (as mentioned at para 3.3 hereunder) and also for additional areas under said zone as and when added/removed from said operational area of the Mumbai zone of the IDBI Bank. IDBI Bank shall shortlist only that Vendor/s, who fulfill the prescribed eligibility criteria and other technical parameters as mentioned hereunder. Present service providers to the Bank should also apply afresh for participating in the bid process, subject to their fulfilling the prescribed eligibility criteria and other technical parameters as mentioned hereunder.

Sale of Bid document:

Bid documents can be downloaded from the Bank’s website www.idbi.com or can be collected from Shri Rajesh J. Motwani (AGM) / Mr. Ranjan Singh (Manager), IDBI Bank Ltd., IDBI Tower, Branch Operations Support and Policy Department, 22nd

Cost of Bid document

floor, ‘D’ Wing, WTC complex, Cuffe Parade, Mumbai – 400 005.

Rs.15000/-- (Rupees Fifteen Thousand only) in the form of a demand draft from any scheduled commercial bank favouring “IDBI Bank Ltd.” payable at Mumbai. This is Non – refundable.

Earnest Money Deposit (EMD) Refer Para 5.5 of the Bid Document

http://www.idbi.com/�


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DISCLAIMER The information contained in this RFP document/Bid Document/Tender Document or information provided subsequently to the Bidder(s) either verbally or in documentary form, by or on behalf of IDBI Bank Limited (IDBI Bank/the Bank), on the terms and conditions set out in this document is only to assist them in formulation of their proposals (Bids).This RFP is to invite proposals from applicants who are qualified to submit the bids (Bidders) and as such, is neither an agreement nor an offer nor an invitation to offer by IDBI Bank. This RFP does not claim to contain all the information, which each Bidder may require. Bidders, at their own costs and without any right to claim reimbursement from the Bank, should conduct their own investigations, analysis and check the accuracy, reliability and completeness of the information contained 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 document. 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 document. The information contained in this RFP document is selective and is subject to updation, 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 this document or to 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 document and/or the bidding process, without assigning any reasons whatsoever. Such change will be intimated or made accessible to all Bidders on the official website of IDBI Bank. Any information contained in this document will be superseded by any later written information on the same subject made available/accessible to Bidder(s) by IDBI Bank. 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 document. IDBI Bank reserves the right to reject any or all the 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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CONTENTS

Section Description Page No. I Bid Schedule and Contact Information 05 II Eligibility Criteria 06 III Scope of work 08 IV Infrastructure requirements 14 V Guidelines and General Instructions for submitting Bids 15 VI Evaluation and Processing of Bids 21 VII Forms 26 VIII List of Branches under Regions 79


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SECTION - I

Name of the Company

Bid Schedule and Contact Information

IDBI Bank Limited RFP Reference No IDBI / BOSPD / RFP / 2017 – 18 / 1 Issue of Bid Forms starts from May 19, 2017 10:00 Hrs Last date for submission of pre-bid queries (only through e-mails)

May 24, 2017 16:00 Hrs e-mail id: [email protected]

Schedule of Pre-Bid Meeting May 26, 2017 15:00 Hrs Schedule for Receipt of Bids June 3, 2017 16:00 Hrs Location of drop box for deposit of bids IDBI Bank Limited, 22nd Floor, D Wing,

BOSP Department, IDBI Tower, WTC Complex, Cuffe Parade, Mumbai – 400 005

Schedule for Opening of Technical Bids June 3, 2017 16:30 Hrs Place of Submission / Pre–bid meeting/ Opening of Bids / address for Communication& website address of IDBI Bank

BOSPD, IDBI Bank Ltd., 22 Floor, D-wing, IDBI Tower, WTC Complex, Cuffe Parade, Mumbai 400005 www.idbi.com

Inspection of Vendors’ sites by IDBI Bank officials as part of technical evaluation process will be done during

June 8-13, 2017

Bidders found successful in technical bids will be suitably informed by June 19, 2017

Financial Bid Opening date June 20, 2017 Contact officials:

Shri Bhagwan M. Malave Phone:No. 022- 6655 2275 Email : [email protected] Shri Rajesh J. Motwani Phone: No. 022- 6655 2794 Email : [email protected] Shri Ranjan Singh Phone:No. 022 - 6655 2527 Email: [email protected]

Notes: (1) Any Addenda / Corrigenda / Extension of dates / Clarifications, etc. in respect of this Tender

shall be posted only on the Bank’s website www.idbi.com and no separate notification shall be issued in the press. Bidders are therefore requested to regularly visit our website to keep themselve updated in this connection. (2) If a holiday is declared on any of the dates mentioned in the Bid Schedule, the event concerned shall be conducted on the next working day at the same time specified above and at the same venue unless communicated otherwise. (3) This tender document is not transferable. (4) This tender document has 83 pages.

mailto:[email protected]�





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SECTION II

ELIGIBILITY CRITERIA

2.1 Basic eligibility criteria Sr. No.

Parameters Qualifying Criteria

1. Existence

The Bidder should be a company incorporated and registered under the Companies Act, 1956/2013 and should be in the line of providing CDP Services for the last 5 years and currently conducting cash movement services using secured cash vans in locations covering at least 80% of IDBI Bank branches in the Mumbai Zone.

2 Profitability The Bidder should be a company having an operating profit for the last 3 consecutive years as per audited annual financial report and unaudited for 2016-17. Unaudited financials for FY 2016-17 should be duly certified by Chartered Accountant/Statutory Auditor.

3 Net-worth

Net worth of the Bidder should be at least Rs. 5 crore as per latest audited financial reports and also as per unaudited financials as on March 31, 2017 if not audited.

4 Turnover Total revenue of the Bidder should be at least Rs 10 crore in the preceding financial year as on March 31, 2016 and at least 25% of the total revenue should be from providing CDP Services and a certificate from a Chartered Accountant / statutory auditors should be submitted authenticating the same.

5 Infrastructure for overnight vaulting and cash processing

The Vendor should have readily available infrastructure for overnight vaulting and cash processing services at a minimum 75% locations in the Mumbai Zone Area being bid for. For requirement in the remaining locations, facilities to be made available within maximum period of two months from the date of receiving intimation from the Bank.

2.2 In addition to the requirements mentioned above, the Vendor should also satisfy and fulfill the following eligibility criteria:

(a) The Vendor should be a company incorporated and registered under the Companies Act 1956/2013.

(b) The Vendor should be the prime bidder and no consortium is allowed.

(c) The Vendor or any of its Directors should not have been blacklisted or have been put in negative list or caution list or watch list for any reason whatsoever by any Govt. organizations or authority or body/ PSU/PSB.

(d) The Vendor or any of its Directors should not be under any investigation by Police, Tax Authorities, Enforcement Directorate or Money Laundering Authorities or similar authorities.


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(e) The Vendor or any of its Directors should not be involved in any litigation initiated against them for non performance of services or for unfair labour practice or for any labour law violation or for violation under any other law. etc.

(f) The Vendor or any of its Directors should not have been declared as insolvent or should not have been held guilty of or being prosecuted for any crime.

(g) The Vendor or any of its Directors should not be a defaulter to any Bank or Financial Institution any other organization.

(h) The Vendor has a valid and subsisting license under the Contract Labor Regulation and Abolition Act or any other license required under any other law for rendering the services.

(i) The Vendor’s organization should be manned by adequately trained professionals and the organization structure should comprise of a centralized help desk, cash officers, armed and unarmed guards, cash van drivers including other support staff to enable the Vendor to execute and perform the job and work assignments of such nature and magnitude. The manpower being deployed for this project should have necessary experience, expertise and relevant knowledge about all the security aspects of cash handling/cash transit. The cash custodian should be a regular staff/employee of Vendor. It is clarified that Vendor must have all the registration/s as per legal/regulatory requirements applicable in various States / national level.

(j) The Vendor shall have good repute, standing and professionalism for performing similar job/assignment and should not be on the defaulter's list of any Credit Information Companies (CIC) or Credit Information Bureau of India Ltd. (CIBIL). In addition, they should not have defaulted in providing similar services with IDBI Bank or any other bank. Satisfactory service certificates should be produced from two of their existing Bank-clients (one of these should be a Public Sector Bank), which should be current in nature.

(k) The Vendor should have adequate fleet of vehicles to cater to possible breakdowns and should be able to provide uninterrupted and continued service during the period of contract with proper and sufficient Business Continuity Plan (BCP). The Vendor should be able to provide customized cash vans with drivers and armed guards. The Vendor should be able to provide drivers and guards duly verified from the local police authorities. Vendor should have adequate staff to substitute for leave/absence of the driver(s)/loader(s) and guard(s), both armed and unarmed. The driver(s), guards, custodians and other staff should be issued/wearing (a) tamper proof photo identity cards issued by the Vendor and (b) prescribed uniform.

(l) Relevant documentary evidence(s), satisfactory certificates, licenses/ authorization under applicable laws including but not limited to certificates from the auditors /statutory auditors, income-tax and sales tax returns for the above should be produced along with the bid.

(m) The Vendor should not be owned or controlled by any director or officer/ employee of the Bank or their relatives having the same meaning as assigned under Section 2 of the Companies Act, 2013. A declaration to this effect should be submitted along with the bid.

2.3 It may be noted that any Bidder who was earlier awarded the contract by way of tender process by IDBI Bank and who did not either enter into an agreement for any reason whatsoever or failed to provide the services after executing the agreement for any reason whatsoever or refused to provide the services after executing the agreement for any reason whatsoever or failed to provide services for the entire agreed period after executing the agreement for any reason whatsoever


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should not apply under this RFP as such Bidder would not be considered for this tendering process.

The Vendor shall furnish an undertaking as per format given in Section VII that it meets the aforesaid eligibility criteria and is not falling under any of the aforesaid disqualifications as on date of submission of the tender.


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SECTION – III

SCOPE OF WORK

3.1 The scope of work includes cash movement Service/s, i.e. cash delivery and pick-up from one branch/office of IDBI Bank / Correspondent bank to other branch(es) or offices of IDBI Bank / other banks, within or outside the city/zones/State, the place specified by Bank’s customers or Reserve Bank of India and vice versa, overnight cash vaulting, cash handling/processing and sorting Service(s) at IDBI Bank’s premises / Vendors premises, cash disposal / burial, preparing cash packets for delivery at customer’s premises (i.e. providing end-to-end solution on cash handling services) for IDBI Bank and its customers, with an assurance of efficient, prompt and safe service/s with utmost security and secrecy and as per guidelines issued by Reserve Bank of India (RBI) and also the terms and conditions stipulated in the Banker’s Indemnity Policy taken by the bank, regarding movement of cash.

3.2 IDBI Bank Branches/Service Outlets have been grouped into 5 (Five) Regions for the Mumbai Zone at present which may vary upon decision of the Bank as and when it happens. The list of such Regionsis appended at Section VIII with broad areas of operations, however, it may vary upon opening/closing of branches as may be decided by the Bank from time to time.

3.3 List of the existing Regions and the list of the areas covered by Mumbai Zone or Mumbai Zonal Area are as shown below:

Sl. No Region Locations

1 Mumbai-I From Cuffe Parade to Ghatkopar on Central Suburban, Churchgate to Andheri, Versova, Oshiwara on Western Suburbs, etc.

2 Mumbai-II Beyond Andheri to Palgarh, Dahanu on Western Suburbs, etc.

3 Mumbai-III All Branches on Harbour Suburban from Vashi to Panvel and beyond Panvel, Raigad district, etc.

4 Mumbai-Thane

Branches situated from Ghatkopar on Central Suburban uptoKasara including Bhivandi, Khodala, Kudus etc.

5 Mumbai-Nashik

All branches located in and around Nashik District from Khodala to Nashik, Dhule, Malegaon, Sinner, etc.

3.4 Bidding means that the Vendor agrees to provide all listed Services in the bid in Mumbai Zonal

Area. 3.5 Vendor shall start execution of Services at all locations within 15 days of signing the Service

Agreement as per format provided in Section VII. 3.6 Vendor will execute services on all days, after receiving the “Day’s Assignment Sheet” from

IDBI Bank. 3.7 The process outlined for the Services to be provided to IDBI Bank should be understood

completely and agreed for, before bidding for the said Services. 3.8 The services are required to be rendered by the Vendor either by the way of “Dedicated

Secured Cash Van” or “Non Dedicated Secured Cash Van” on the basis as follows;


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a) Cash Delivery and Pick up on per-call basis / per beat / monthly-package basis; b) Inter-city/Intra-city movement of cash on per-call basis; c) Cash Processing and overnight Vaulting; and d) Arrangement for cash burial in operation area of the Mumbai Zone including at locations where the Bank does not have a branch.

3.9 The above services are required at all locations in the Mumbai Zonal Area. The Vendor has to bid for entire Mumbai Zone. Vendor has to quote for all services.

3.10 For per-call pick-ups, the size of cash van and crew is not specified since the logistics would be managed by the Vendor.

3.11 The service should be provided on all days including holidays declared under the Negotiable Instruments Actand Sundays, as per the requirement of the Bank.

3.12 Cash collected before 14:00 hours should be remitted to link-branch attached to a Currency Chest / Designated Branch on the same day before 16:00 hours on all days.

3.13 Vendor should submit Bio-data of the personnel engaged by them, with duly attested photographs with identification proof, to IDBI Bank and its customers who are availing the services at all locationsprior to commencement of the Services. In case of replacements/substitution in the team of personnel, Vendor should update all such changes well in time and before effecting replacements/substitution.

3.14 Vendor should ensure that IDBI Bank cash is vaulted in separate bins, earmarked to IDBI Bank and provide a report on end of each day, without fail. Vendor, on verifying the cash amount received for vaulting, should record the cash details in the ‘cash register’ maintained for IDBI Bank.

3.15 Vendor should provide complete details of the members of the van-crew including their mobile phone numbers for enabling communication during transit.

3.16 Cash in transit should be carried in sealed trunks/envelopes/bags only. Vendor would be responsible to make good the loss, in case the envelope/trunk is received in a tampered condition at the receiving end.

3.17 Service work-flow A – Cash (+Cheque*) Pick-up from customers 1 Vendor will produce their identification to the customer. 2 Vendor will accept “Deposit slips in Triplicate” duly completed by the bank’s customer and

will pick-up unstapled cash packets/loose cash from them,after counting number of packets and loose cash at their premises. Exceptions and errors, if any, have to be worked out mutually between the bank and Vendor.

3 Vendor will ensure that the denominations / amount as mentioned in the deposit slip tallies with the actual.

4 Vendor will give an acknowledgement on the “customer’s copy” (third copy of the deposit slip-temporary receipt) to the customer with their Agency stamp.

5 Vendor will not accept denominations below Rs 50 (unless approved by IDBI Bank) 6 Vendor shall pack the cash in tamper proof envelopes/trunks and obtains customer’s signature

on the seal. Signature of the customer (with date and time) should be obtained in the appropriate column on the ‘Daily Assignment sheet’ also, before leaving the customer’s premises.

7 Vendor will adhere to the guidelines regarding cash transit as per the Banker’s Indemnity policy prescribed by IDBI Bank from time to time.

8 Vendor shall deposit the sealed envelopes/trunks containing cash, along with two copies of the


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deposit slip and copy of the daily Assignment sheet with IDBI Bank or the Correspondent Bank branch, as per the prescribed timings.

9 Vendor will hand-over the copy of deposit slip acknowledged by IDBI Bank/Correspondent Bank to the customer at the time of next visit, and take back the temporary receipt (third copy) that was issued at the time of pick-up.

10 *Cheques to be picked up only for those customers availing CDP Facility and on the days when cash is picked up. Acknowledgements to be given to as in the case of cash pick-up.

B - Cash delivery to customers (from IDBI Bank branches/Offices) 1 Vendor will accept cash from the Bank, count and seal the same in the tamper proof

envelopes/trunks in the presence of the Bank staff. It is clarified that Vendor need to count the number of packets and pieces of loose notes. Exceptions and errors, if any, have to be worked out mutually between the bank and Vendor.

2 Vendor will also receive the details of customer and the remittance, i.e. Amount, Cheque number, date of cheque, etc. from IDBI Bank.

3 Vendor should reach at the Customer’s premises during day time. 4 Vendor will produce their identification to the customer. 5 Vendor will obtain the self-cheque, and verify details appearing on the same with the details

given by IDBI Bank. 6 After verifying the details of cheque, Vendor shall obtain signature of the customer on the

reverse of the original self-cheque and verify whether the signature matches with the signature on the face of the cheque. If the signature is matching, affix 'paid' stamp of the agency on the cheque before handing over cash packet to the customer.

7 If the details are not tallied with the information available with the Vendor, the Vendor will not deliver the cash packet to the customer and inform the same to IDBI Bank immediately.

8 Vendor will obtain the customer’s signature on the delivery of cash packet on the daily assignment sheet. In case of non-delivery the correct reason/sshould be mentioned by Vendor on the daily assignment sheet.

9 Vendor will submit the following documents to IDBI Bank at the end of day: -(a) Original self-cheque/s. (b) Daily Assignment Sheet (duly signed and stamped).

C - Cash Delivery service to customer (through the vault at Vendor's premises) 1 Vendor will receive delivery of cash from IDBI Bank against acknowledgement. 2 Vendor will record the details of the currency in the Cash Register maintained at their vault and

keep the cash, in a separate bin earmarked for IDBI Bank at their premises. 3 On receipt of the day’s request from IDBI Bank (by fax), Vendor will withdraw cash from the

vault and record the cash movement details in the cash register. 4 Cash Delivery process to be followed as per steps mentioned under 3.21 B 3-9. 5 In case the Cash delivery request gets cancelled, Cash would be deposited backin the

Vendor’svault and recorded in cash register. 6 Vendor will submit the following details at the end of day: - (a)Original Self Cheque (b)Day’s

Assignment sheet-Request sheet (fax) 7 Vendor Vault balance report, duly reconciled with the day’s cash receipts/deliveries to be

submitted to IDBI Bank. D - Intra-City/Inter-city Cash inTransit Services 1 Vendor,on receipt of cash for outward remittance from IDBI Bank, verifies and counts the cash

packets as per the details mentioned in the ‘Remittance slip’. 2 Vendor will seal the cash in the tamper proof trunks in the presence of IDBI Bank staff with

their signature across the seal. The said trunks are sealed / locked by the delivering branch and


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un-sealed / un-locked by the recipient branch only. Apart from locking the trunk tamper proof seal provided by the Bank would also be used. To the extent possible, keys of the locks will remain with officials of IDBI Bank.

3 Vendor will provide complete details of the crew members, and their mobile numbers for communication during transit.

4 Vendor on reaching the destination centre, hands over the remittance slip to the recipient along with the physical cash, intact in sealed trunks.

5 Vendor should obtain acknowledgement from the recipient for the cash received. If cash movement is to another bank, Vendor should obtain other bank’s PO/remittance details along with acknowledgement on the remittance slip.

6 Vendor will submit the following documents to IDBI Bank Ltd for reconciliation: (a) Day’s Assignment Sheet and (b) Remittance slip.Bank will verify credit details with the remittance slip at the end of day.

E - Cash processing & sorting at Vendor/Bank premises (during day/overnight) 1 Vendor will provide manpower at the branch / Currency Chest / Customers’ location for Cash

processing / sorting ATM-Fit Notes,Issuable Notes, Non-Issuable notes, Mutilated notes, Discrepant notes, Non-circulation notes, etc.

2 Vendor will provide the said support to the IDBI Bank Ltd as and when required by the respective branch / Currency Chest / central cash office in the city, daily or periodically, on receiving prior approval from IDBI Bank Ltd in writing.

3 In case of overnight processing at Vendor’s vault, Vendor will ensure that IDBI Bank cash is vaulted in separate bins earmarked to IDBI Bank and maintain separate cash register.

4 Vendor,on receipt of the consignment (through CDP / from branch), should count and reconcile the cash packets and amount, with the details mentioned on the remittance / deposit slips.

5 The consignment should be counted and verified without fail, at the time of acceptance of cash for day-time sorting.Discrepancy, if any, would be made good by the Vendor.

6 Both in case of overnight processing and day processing, Vendor should verify the cash received for vaulting/processing and record the details in the cash register maintained for IDBI Bank.

7 At the end of day, Vendor should submit a cash balance report, to IDBI Bank to ascertain exposure of IDBI Bank with the Vendor.

8 Vendor should packnotes in packets of 100 pieces (with CDP Flap) and bundles of 1000 pieces, as required by IDBI Bank.

9 In the case of day-time processing, the Vendor should transit the sorted cash in sealed bags/trunks before end of the day to IDBI Bank. The said cash trunks are handed over to IDBI Bank against acknowledgement from IDBI Bank.

10 In case of overnight processing,Vendor should transit the sorted cash in sealed bags/trunks the next working day as mentioned in assignment sheet to IDBI Bank, as instructed by IDBI Bank. The said cash trunks should be handed over to IDBI Bank against acknowledgement.

F - Overnight Vaulting at Vendor premises 1 Vendor should provide overnight vaulting serviceswith facilities forprocessing / sorting

currencies into ATM-Fit Notes, Issuable Notes, Non-Issuable notes, Mutilated notes, Discrepant notes, Non-circulation notes, etc. at their offices in a secured environment.

2 Vendor will provide the overnight vaulting services to IDBI Bank as and when required by the respective branch / central cash office in the city, daily or periodically on receiving prior approvals from IDBI Bank in writing, as per the vaulting guidelines prescribed.

3 Vendor submits a cash balance report at the end of day, to IDBI Bank to ascertain exposure of


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IDBI Bank with the Vendor. G - Daily Reconciliation & MIS Reporting 1 Vendor should submit an‘End of Day report’ of all the cash delivery/ pick-up assignments

executed to/at Customer’s premises for internal/external cashtransitsand cash processing, to IDBI Bank’s local offices against acknowledgement from the initiating official at IDBI Bank.

2 Vendor should submit the End of Day report along with the relevant supporting documents such as Cash Deposit slips, Daily assignment slip duly signed by the customer, Extra KM / Hrs report, Original Self-Cheque in case of cash, etc., which will be reconciled with the day’s transactions and assignment sheets.

3 Vendor should also submit an ‘End of Month – MIS’ of all the transactions executed service-wise / customer-wise/location-wise in the format prescribed by IDBI Bank from time to time.

4 Settlements / payments of all bills/invoices would be made to Vendor on receipt of the said reports from the Vendor.

H - Network Currency Management facility and cash disposal / burial 1 The Vendor would be required to provide CDP services at locations where the Bank does not

have a branch and Pan-India disposal/burial service for cash pickup and Delivery.Vendor should reimburse the value involved in these transactions to the Bank at Mumbai or such other centres as the Bank may specify,on or before the 2nd working day.

2 The Bank shall issue a ‘Letter of Intent (LOI)’ to the local office of the Vendor, requesting cash pick up service, giving the details of the customer, contact person and address of the location.

3 Vendor would pick up cash from the customer's premises, as described in para 3.21 A 4 Vendor should issue acknowledgement for the cash picked-up. This acknowledgement shall be

binding on the Vendor for settlement of claims made by the customer, in case of any discrepancies.

5 Vendor shouldsubmit ‘End of Day report’ of the cash pick-up services under this arrangement by email to the designated IDBI Bank Branch officials for the respective zones or as specified.

6 Nodal office of the Vendor shall prepare a detailed and consolidated collection report for cash collected under this arrangement on a daily basis and provide to the Bank on the same day, for each day's collections.

7 On the settlement day (as agreed with the Vendor by the Bank), nodal office of the Vendorshould reimburse the gross proceeds through RTGS to IDBI Bank at the agreed location for the total cash collected. In case remittance day is a holiday under Negotiable Instruments Act, the remittance would be sent on the next working day.

8 Any discrepancy noticed by the Bank or brought to the notice of the Bank by customers, shall be intimated to the Vendor and should be settled by the Vendor on the same day.

9 The above process is only indicative and not exhaustive and is subject to modifications as the Bank may deem necessary.

10 The Vendor would accept the cash in all denominations and coins for the cash disposal. 11 Services have to be provided on all days including Holidays and Sundays.


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SECTION – IV

INFRASTRUCTURE REQUIREMENTS

4.1 Locations in Mumbai Zonal Area where the services are required are classified into five regions as shown below:

Mumbai I, Mumbai II, Mumbai III, Thane and Nashik. (The List of branches falling in these five Regions is given in Section VIII of this RFP).

4.2 Vendor should have appropriate and sufficient vaulting, transit, manpower, counting, sorting, processing and security infrastructure at aforesaid locations as shown below: Infrastructure to be made available at the location for IDBI Bank

Vault area, manned security & CCTV surveillance (24*7) at office, armored/secured cash vans, machine sorting/processing facility, fire extinguishers and first aid box adequate number of employees and GPRS enabled vans.

4.2 Cash Vans. The Vendor should own sufficient number of secured cash vans. The service through dedicated cash vans is further subdivided into 3 categories based on size as given below:

Size Makes Crew Members Others Large TATA 407, Bajaj Excel or similar vehicles Two Armed Guards,

One Custodian, One Driver and Two loaders.

All the Cash Vans should be equipped with Fire extinguishers, first aid box, Stepheny and Tool Kit.

Medium Mahindra Bolero, Mahindra Pickup, TATA 207, Tempo Trax or similar vehicles

Two Armed Guards, One Custodian, One Driver and One loader.


Small Maruti Cargo Van or similar vehicles One Armed Guards, One Custodian, One Driver and One loader.


4.3 The models mentioned and their equivalent / latest models may also be deployed subject to

approval from IDBI Bank. New models of vehicles that come into market would be allowed to


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be introduced, complying with all approved modifications. It is also clarified that there is no age restriction on vehicles, provided they comply with rules and regulations laid down by Motor Vehicles Act and rules specified by State / Central government agencies, and are in good condition without affecting service standards. It is clarified that the requirement is for secured cash vans only and not for bullet proof vehicles.

4.4 The infrastructure should be readily available at least at 75% of the locations where services are

required.At other locations, facilities should be made available within a maximum period of two months from the date of receipt of intimation from the Bank. Correct and complete information should be provided in the Infrastructure confirmation / location-wise list.

4.5 In situations where four-wheelers are not feasible, such as in crowded and narrow markets areas, cash movement may be done using two-wheelers or on foot.The limit for such situations would be as under:

a) On Foot: UptoRs 5 Lakh per remittance on the body of the person/custodian.

b) On Two-wheelers: Up to Rs 10 lakhs in case of single custodian excluding the Driver of the Two-wheeler.

4.6 The size of the Dedicated Cash Van to be provided by the Vendor for each location should be

adequate to take care of the volume of cash to be transported as advised by the Bank at the location.

4.7 Vendor should have sufficient number of Note Counting Machines (NCM) at all locations to process cash within the specified time limit. The Bank will provide Note Counting Machines for processing at the Bank’s premise only.

4.8 In locations where volumes are high, Note Sorting Machines (NSM) should be deployed for processing of currency notes as per the Clean Note Policy laid down by Reserve Bank of India.

4.9 The Vendor should have infrastructure readily available at the locations for overnight vaulting and cash processing as mentioned in para no. 4.1 above.

4.10 The Bank will provide one-time use; tamper proof envelopes to the Vendor,as required. 4.11 Vendor should provide reusable items like trunks/boxes/bags for carrying cash and seals for

sealing/securing trunks/boxes. 4.12 For the cash burial services the Vendor should have infrastructure readily available for cash burial

at the locations concerned. The Vendor shall collect the cash from Bank’s customers and do the Cash merging, sorting, processing and disposal/burial at Vendor's office during the day or overnight. The cash should be disposed-off at the request of the bank. The Vendor shall reconcile cash on daily basis and reimburse proceeds through NEFT/RTGS to the bank’s / customer's account and MIS reporting shall be done on daily basis.


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SECTION – V

Guidelines and General Instructions for submitting Bids

5.1 Bid documents can be obtained from the Bank at the address mentioned in Section-I or it can be downloaded from IDBI Bank's website www.idbi.com. An undertaking should be given by the Bidders that they have not modified any part of the tender documents.Vendors are advised to study the Bid Document carefully. Submission of Bid shall be deemed to have been done after careful study and examination of the Bid Document with full understanding of its implications.

5.2 The prospective Vendors should fulfill all the prescribed eligibility criteria and should submit all the supporting documents for proving eligibility, and in the absence thereof, the bid is liable to be rejected.

5.3 The cost of the Bid Document, i.e., Rs. 15000/- (Rupees Fifteen Thousand only) should be paid at the time of submission of the document in the form of a DD/PO issued by a scheduled commercial bank and the same is non-refundable.

5.4 Bids should be valid for 120 days( one hundered twenty days) from the last date of submission. A Bid valid for a shorter period may be rejected by the IDBI Bank as non-responsive. Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Vendor.

5.5 Bidder has to furnish a Demand Draft or Pay Order issued by a scheduled commercial bank for Rs. 5,00,000/- (Rupees Five Lakh only) in favour of ‘IDBI Bank Ltd' along with all technical bids as ‘Bid Security’.

5.6 The bid security shall not bear any interest and the same will be refunded to the successful Vendor/s within 30 (thirty) days from the date of receipt of Performance Bank Guarantee or the Performance Security.

5.7 In the case of unsuccessful Bidders, the bid security amount will be refunded without any interest within 30 (Thirty) days from the date of closure of the bid.

5.8 The Bid security amount shall be forfeited if (i) a Vendor withdraws his Bid during the Bid validity period; or (ii) a Vendor makes any statement or encloses any form which turns out to be false, incorrect and/or misleading and/or conceals or suppresses any material information/facts at any time prior to signing of contract; or (iii) the successful Vendor fails to sign the contract or furnish performance guarantee and/or other documents/securities in the form and manner to the satisfaction of IDBI Bank as mentioned in the Bid document. Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Vendor.

5.9 In exceptional circumstances, IDBI Bank may solicit the Vendor's consent to an extension of the period of bid validity. The request and the responses thereto shall be made in writing (or by Fax). The validity of Bid security provided shall also be suitably extended. A Vendor granting the request will not be required nor permitted to modify its Bid. Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Vendor.

5.10 The Bid prepared by the Vendor, as well as all correspondence and documents relating to the Bid exchanged by the Vendor and IDBI Bank with supporting documents and printed literature shall be in English.

5.11 The term "Vendor" as used in the Bid documents shall mean the one who has signed the Bid documents. The Vendor may be either the Principal Officer or his duly authorized representative, in which case he / she shall submit a certificate of authority. All certificates and documents (including any clarifications sought and any subsequent correspondence) received hereby, shall, as far as possible, be furnished and signed by the representative and the principal.



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5.12 The Vendor shall clearly indicate their legal constitution and the person signing the Bid or other documents on behalf of a company in connection with the Bid must state his official capacity and also the source of his authority to bind the Vendor as (i) constituted attorney of the company, or (ii) the principal officer or duly authorized representative. The power of attorney or authorization, or any other document consisting of adequate proof of ability of the signatory to bind the Vendor shall be annexed to the Bid. IDBI Bank may reject any Bid outright, if not supported by adequate proof of the signatory’s authority and/or internal corporate authorizations.

5.13 The Bid document shall contain the full name, address, telephone number (mobile and landline), fax number and e-mail address of Vendor/its authorized official for facilitating communication including notices to be given to the Vendor in connection with the Bid process.

5.14 Bidding has to be done for entire Mumbai Zone for all the services. Vendors are advised to fill-in the entireblank spaces/fields in the bid documents wherever required and not to leave any column blank. All the inapplicable spaces/fields, if any, shall be scored off, with authentication to avoid any manipulations.The deficiency in documentation may result in the rejection of the Bid. Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Vendor.

5.15 Sealed bids prepared in accordance with the procedures and timelines enumerated in the Bid Document should be submitted to IDBI Bank not later than the date and time laid down, at the address given in Document Control Sheet. No request for extension of the last date for submission of bids will be entertained.Any Bid received by IDBI Bank after the last date for receipt of Bids prescribed by the Bank will be rejected forthwith and / or returned unopened to the Vendor.

5.16 The Bid prepared by the Vendor shall comprise of the following components as per specified formats given in Section VII, viz:-

(a) The Technical Bid comprising of the following:

1. Vendor Eligibility Proof (documents to be attached as per the requirement) 2. Technical Bid Form 3. Organization Profile 4. Infrastructure confirmation 5. Details of Scope of work with scales of response 6. Vendor Client’s details 7. Insurance details covered for IDBI Bank Operations –Fidelity & others. 8. Service Agreement / Terms & Conditions 9. Proforma of Financial Bid 10. Bank Details 11. Bid security in the form of DD/Pay order. 12. Requisite Power of Attorney/Board Resolution authenticating/authorizing the signatories of the

Bid Document 13. No vigilance/court case declaration 14. Undertaking from the Bidder that they have not modified any part of the tender for those who

have downloaded the bid document from the website 15. Undertaking confirming the correctness of the information

(b) The Financial Bid should comprise of the following:

1 Price Bid Form 2 Financial Bid


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5.17 The Bid form and the documents attached to it shall not be detached or removed from the set and

no alteration/s (other than filling in all the blank spaces) or mutilation/s shall be made in any of the Bid documents attached thereto. The Bid shall contain no corrections, alterationsand/or overwriting except as necessary to correct errors made by the Vendor, in which case the Vendor / authorized signatory signing the Bid shall initial such corrections with stamp. Any alteration or change to the entries in the attached documents shall be made by a separate covering letter, in the absence of which it shall be rejected. Any decision in this regard by IDBI Bank shall be final, conclusive, and binding on the Vendor.

5.18 The Vendor is expected to examine and follow all the instructions, formats, terms & conditions, and scope of work in the Bid Document. The Vendor shall prepare the Bid based on details provided in the Bid documents. It must be clearly understood that the list of locations is intended to give the Vendor an idea about the scale and magnitude of the work and are not in any way exhaustive and guaranteed by IDBI Bank.

5.19 Failure to furnish information complete in all respects required by the Bid Document or submission of a Bid not substantially responsive to the Bid Document in every respect will be at the Vendor's risk and may result in the rejection of the Bid by IDBI Bank. Any decision in this regard by IDBI Bank shall be final, conclusive, and binding on the Vendor.

5.20 A Bid determined as not substantially responsive will be rejected by IDBI Bank and may not be made responsive subsequently by the Vendor, by correction of the non-conformity. Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Vendor.

5.21 It is the responsibility of the Vendor to ensure that local factors,including local legal framework affecting the performance of work and/ or the cost and / or execution of the contract have properly been investigated and considered while submitting the Bid proposals and that no claim whatsoever including any change in the time schedule of the bidding process or request for any financial adjustments arising thereof shall be permitted by IDBI Bank on account of failure of the Vendor to appraise themselves of local laws / conditions.IDBI Bank shall not entertain any request for clarification from the Vendor regarding such local conditions.

5.22 Before bidding, the Vendors are requested to carefully examine the bid documents and the terms and conditions of the contract, and if there appears to be any ambiguity and/or discrepancy with regard to any of the bidding documents, they should refer the matter in writing to IDBI Bank immediately for necessary clarificationat the mailing address indicated in Section I. IDBI Bank's response, including an explanation of the query but without identifying the source of inquiry, will be posted on the IDBI Bank's website www.idbi.com and will be discussed with prospective Vendor/s during the pre-Bid conference.

5.23 The Vendor may modify or withdraw the Bid after submission, provided that written notice of the modification or withdrawal is received by IDBI Bank prior to the last date prescribed for submission of Bids. The notice for modification or withdrawal shall be prepared, sealed, marked and dispatched strictly in accordance with the provisions of this document.

5.24 The Vendor should submit the modified Bid in wholesome, as a replacement of the previous Bid.Bids cannotbe modified after the last date for receipt of Bids.Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Vendor.

5.25 No bid can be withdrawn in the interval between the last date for receipt of Bids and the expiry of the validity period of the Bid specified by the Vendor in the Bid. Withdrawal of a Bid during this interval may result in forfeiture of Bid security furnished by the Vendor.

5.26 The bid shall be forwarded under a covering letter, clearly mentioning the name of the RFP.



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5.27 The authorized signatory of the Vendor shall initial and affix stamp on each page of the Bid document and shall complete the form(s) annexed to the Bid documents in all respects,quote the rates, and furnish the information called for therein, sign with date on each of the documents in the relevant space providedtherein for the purpose.

5.28 The Technical Bid shall contain no financial / commercial quotes. However a blank copy of the ‘Financial Bid item-wise details (F-7)’ should be enclosed with the corresponding Technical Bid,providing a‘tick mark’ against each item of the price Bid format to indicate that there is a quote against this item in the Financial Bid. Technical Bids containing price-quotes shall be rejected forthwith. Any decision in this regard by IDBI Bank shall be final, conclusive, and binding on the Vendor.

5.29 Vendor/s should submit a summary of service(s) similar to those mentioned under ‘Scope of Work’ which they have rendered/implemented to various other clients served by them. This information must be enclosed with the technical Bid.

5.30 ‘Service Satisfaction Certificates’ from at least 2 existing big clients (one of these should be a Public Sector Bank), indicating scope of the service(s) rendered / implemented and centres where service(s) provided should be submitted along witha certification that no default in services from the Vendor.

5.31 In the Financial Bid forms,the Vendor shall indicate firm rates quoted against each service for all the service(s) it proposes to provide under the Contract for the chosenservice / zone.

5.32 The prices quoted should be written both in figures and words. In case of any discrepancy, the price mentioned in words will be treated as correct and will be relied upon.

5.33 The rates quoted must be inclusive of all charges including parking charges, levies, duties, costs and taxes except service taxes/Goods and Service Tax, as applicable will be paid extra on actual basis. Further, Toll charges, wherever applicable, will be reimbursed on production of proper bills/receipts and authentication.

5.34 In the case of ambiguous information, a bid may be considered incomplete and summarily rejected. Any decision in this regard by IDBI Bank Ltd. shall be final, conclusive and binding on the vendor.

5.35 Rates quoted must be firm and final (with no re-openers). The Bid rates shall be indicated in Indian Rupees (INR) only.A Bid submitted with an adjustable price quotation will be treated as non-responsive and shall be rejected forthwith. Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Vendor.

5.36 The Vendors are advised not to indicate any separate discount. Discount(s), if any, should be merged with the quoted rates. Discount of any type, indicated separately, will not be taken into account for evaluation purpose. However, in the event of such an offer, if the rates without considering discount are found to be the lowest, IDBI Bank at its sole discretion, shall avail such discount at the time of award of contract.

5.37 Rates should not be revealed before formal opening of the Bid in any form or for any reason, failing which the offer shall be liable to be rejected. If price change is envisaged due to any clarification/s received by the Vendor after submission of the bid, a revised Bid in a separate sealed cover shall be submitted within the last date for submission of the bid, with prior written permission of IDBI Bank.

5.38 The Vendor shall sign its Bid with the exact name of the company to which the contract is to be issued. The Bid shall be properly signed and sealed by duly authorized officer of the Vendor’s organization with signatures duly attested by the authorized signatories of the Vendor and supported with internal corporate authorizations/ resolutions of the board.


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5.39 The Vendor shall submit their offers strictly in accordance with the terms and conditions of the Bid document. Any Bid, which stipulates conditions contrary to the terms and conditions given in the Bid documents, shall be rejected forthwith. Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Vendor.

5.40 The copy of the Bid should be complete document and should be bound as a Volume. It shall be typed / printed on one side only with page numbers and appropriately flagged and contain the list of contents with page numbers. The Bid shall be properly signed by the Vendor on each page or a person or persons duly authorized to bind the Vendor to the Contract.

5.41 In addition to hard copies, the Vendor should also provide the technicaland financial Bid in soft copies, in the form of a non-re-writable CD (Compact Disc) only.DVDs will not be accepted.Two copies of CD containing the Technical Bids and two copies of CD containing the Financial Bids should be submitted. Soft copies are to be submitted along with the Hard copies. CDs should be correctly named using a permanent marker,signed and put in the respective sealed covers.

5.42 Technical Bid documents and Financial Bid documents (including CDs of both) prepared and sealed in separate envelopes should be properly superscripted as ‘Technical Bid’ or ‘Financial Bid’ as the case may be. Both the bid documentsshould be submitted simultaneously, in a common (outer) sealed envelopesuperscripted as ‘Bid for CDP Vendor Services’.If any of the envelopes are not sealed and marked appropriately, IDBI Bank will assume no responsibility for the misplacement of the Bids or premature opening.

5.43 All the bids alongwith Demand Draft for bid security as specified in the Bid Documents must be deposited in the drop box meant for the purpose kept at 22nd

5.44 No Vendor shall contact IDBI Bank or its employees, except the authorized officials as mentioned under ‘Document Control Sheet’, on any matter related to its Bid, from the time of opening of the Bid to the time the contract is awarded.

Floor, D Wing, BOSP Department, IDBI Bank Limited, IDBI Tower, WTC Complex, Cuffe Parade, Mumbai – 400 005, at the address mentioned in Section-I. Bids without the Bid Security shall be rejected forthwith.

5.45 Any effort by a Vendor to canvass or influence the evaluation of Bids, comparison of Bids or decisions onawarding the contract may result in disqualification of the Vendor.

5.46 The Vendor shall bear all costs for the preparation and submission of the Bid documents. IDBI Bank shall not be responsible or liable for reimbursing/compensating these costs, regardless of the conduct or outcome of the Bidding process.

5.47 Bids submitted in consortium shall be rejected. 5.48 IDBI Bank reserves the right to re-issue/re-commence the entire bid process in case of any

anomaly, irregularity or discrepancy observed in the process. 5.49 IDBI Bank reserves the right to accept any Bid, and/or to annul the Bid process and reject all

Bids at any time prior to award of contract/Bid, without thereby incurring any liability to the affected Vendor(s) or any obligation to inform the affected Vendor(s) of the grounds for IDBI Bank’s action.

5.50 The Vendor, irrespective of his/her success in the bidding process, shall treat the details provided in the bid documents as secret and strictly confidential.


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SECTION – VI

EVALUATION AND PROCESSING OF BIDS

6.1 A ‘Two bid’ process will be followed and IDBI Bank will open the Bids, in the presence of the representatives of the Vendors who choose to attend, at the designated time, date and place.Vendors will be evaluated for Technical qualificationbased on the information and documents furnished in the Technical Bid. Bids of only the technically qualified Vendors will be taken up for further financial/commercial evaluation.

6.2 The name/s of Bidders, modifications, withdrawals and submission of the requisite Bid Security and such other details as IDBI Bank may at its discretion consider appropriate or deem fit will be announced at the time of opening of Bids.

6.3 Wherever deemed necessary, IDBI Bank may seek clarifications on any aspect from the Vendor. However, that would not entitle the Vendor to change or cause any change in the substance of the Bids.

6.4 IDBI Bank will examine the Bids to determine whether they are complete, and correct, whether the documents have been properly signed and supporting documents annexed thereto, whether the Bids are generally in order at any stage of processing of the Bids, etc.

6.5 IDBI Bank may waive any minor defect or non-conformity or irregularity in a Bid, which does not constitute a material deviation, provided, such waiver does not prejudice or affect the relative ranking of any Vendor. IDBI Bank reserves the right to adjust arithmetical or other errors in the Bid, in the manner in which IDBI Bank considers appropriate or deemed fit. If there is a discrepancy between an amount/value mentioned in words and figures, the amount/value written in words will prevail.If IDBI Bank makes an offer to accept his Bid,any such adjustments made by the Bank shall be informed to the Vendor. The final decision as to any error manifest or otherwise shall be at the sole discretion of IDBI Bank and be binding on the Vendor.

6.6 A screening committee constituted for the purpose of selection of the Vendor/s would evaluate technical Bids for ascertaining qualification of the Vendor/s.The Bids of Vendors which do not qualify at this stage will not be taken up for further evaluation, and the sealed Financial Bids of such Vendors will be returned unopened forthwith.

6.7 IDBI Bank will determine to its satisfaction whether the Vendor/swho have submitted the best evaluated responsive Bid are qualified to perform the contractsatisfactorily or not. This determination will take into account the Vendor's financial, technical, implementation and post-implementation capabilities.Any time during the process of evaluation, IDBI Bank may seek specific/additional clarifications from any or all Vendors.Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Vendor.

6.8 IDBI Bank reserves the right to modify the evaluation process at any time during the Bid process, without assigning any reason whatsoever, and without any requirement of intimating the Vendors of any such change.

6.9 The Technical Bid found sufficiently responsive and valid will be evaluated as per the scaling criteria.

a) Provision of Services b) Network coverage c)Availability of Infrastructure

6.10 Response and eligibility of Vendor on the readiness/availability of Service(s) under ‘Scope of

work’ and ‘Infrastructure requirement’ will be gauged as per the ‘Evaluation Scale Matrix’


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shownbelow. The Vendors should provide correct response in the ‘Scales Response’ column in the relevant format (F-4) provided in Section VII, as per the scales matrix for each activity/infrastructure required. Scale Description 2 Service/network/infrastructure is readily available. 1 The Vendor needs not more than 2 months to start the services /set up

network/infrastructure within the quoted cost. 0 The Vendor needs more than 2 months to set up network/infrastructure within

the quoted cost or cannot provide the service.

Note: For qualifying in the Technical Bid, the Vendor must score either ‘2’ or ‘1’. If the score is ‘0’ against any item, the Bid will stand disqualified in Technical Evaluation. The aggregate score on technical evaluation will have 20% weightage for identifying L-1 Bid.

6.11 The Vendor/s are not allowed to exclude themselves from any service mentioned in the ‘Scope

of Work’. 6.12 IDBI Bank will inspect the existing offices and infrastructure facilities of the Bidders, who are

prima facie found to be technically qualified based on the scale matrix and documents submitted along with the Technical bid, to assess the capability of the Vendor for rendering the service(s). The inspection will be carried out by at least two representatives of IDBI Bank at locations as may be decided by IDBI Bank at its sole discretion. IDBI Bank shall intimate the Bidder the programme for inspection, before the commencement of such inspection, and the Bidder shall provide all assistance that may be required for carrying out the inspection. In case the facilities are not found to be adequate as per submissions in the bid or if the Bidder fails to provide the assistance sought for carrying out the inspection, IDBI Bank reserves the right to disqualify the Bidder from further participation in the bidding process and this would result in the forfeiture of the Security Deposit. Technical qualification would be subject to satisfactory inspection as given above.

6.13 Financial Bids of the Vendors, who are technically qualified, shall be openedin their presence or their authorized representatives wishing to be present. No intimation would be sent to the unsuccessful Bidder/s. IDBI Bank shall however not bind itself to accept the best Bid or any Bid and reserves the right to accept any Bid, wholly or in part. Decision of IDBI Bank in this regard shall be final and conclusive and binding on the Vendor.

6.14 Following points would be considered at the time of evaluation of the financial Bid submitted by a Vendor.

a. The Financial bid submitted by Vendor would be evaluated on the quotes vis-a-vis the weightage on the Service(s) fixed in line with the actual usage/requirement of the bank.

CDP Services using Dedicated Cash Van

Service(s) Weightage Dedicated Cash van Service(s) 100%


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CDP Services (other than through Dedicated Cash Van) and processing services

Service(s) Weightage Per call request processing 40% Support services (overnight vaulting) 20% Inter-city transit 10% Intra-city transit 10% Cash processing & sorting 10% Cost per Thousand – burial 10% Total 100%

b. Vendors should quote their best rates in the ‘Financial Bid Item-wise Details’(F-7 provided in

Section VII) against each Service(s).Vendor should complete thesedetails very carefully. Incomplete/incorrectdetailswill be rejected by IDBI Bank.

6.15 The lowest bidwill be identified and decided by comparing the aggregate value of individual

weightagescalculated foreach Service in relation to the rates offered by vendors. In the event of any two or more Vendors offering lowest identical financial Bids, decision with regard to determining the lowest Vendor would be based on any of the said Vendors revising their financial Bids downwards.

6.16 IDBI Bank is not bound to accept the lowest or any Bid and has the right to reject any Bid 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 Vendor/s.

6.17 IDBI Bank reserves the right to award contract to one or more than one of the Vendors. Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Vendor.

6.18 Prior to the expiry of the period of Bid validity, IDBI Bank will notify the successful Vendor in writing, that its Bid has been accepted.

6.19 An affirmative determination by the successful Vendor will be a pre-requisite for award of the contract/ Bid to the Vendor. A negative determination will result in rejection of the Vendor's Bid, in which event IDBI Bank will proceed to the next best-evaluated Bid to make a similar determination of that Vendor's capabilities to perform satisfactorily. Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Vendor.

6.20 The successfull Vendor shall furnish a Performance Bank Guarantee or Performance Security denominated in Indian Rupees for an amount of Rs.50.00 lacs (Rupees Fifty Lakh only) within a period of 10 days of signing of this Service Agreement. The Performance Bank Guarantee shall be as per the format given in Section VII of the RFP and the Performance Bank Guarantee or Performance Security shall be in one of the following forms:

(i) A Performance Bank Guarantee issued by an Indian scheduled commercial bank except Co-operative Bank or IDBI Bank and the Performance Bank Guarantee should be valid initially for a period of three years from the date of starting the Services under the Service Agreement with a claim period of 120 days after the expiry of validity period of the Performance Bank Guarantee.

OR


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(i) A Fixed Deposit maintained by the Vendor with IDBI Bank for a maturity period falling 120 days after the expiry of period of three years from the date of starting the Services under the Service Agreement.

6.21 Without prejudice to the any other remedy available to IDBI Bank, the amount of the

Performance Bank Guarantee or Performance Security shall be invoked or adjusted or liquidated or set off by IDBI Bank for any failure of Vendor in performing any of its obligations under the Service Agreement, for any reason whatsoever or for failure of the Vendor to extend or renew the Performance Bank Guarantee or Performance Security, on the same terms and conditions, within a period of 15 days from the date of extension or renewal of the Service Agreement. The decision of IDBI Bank in this regard shall be final, conclusive and binding on the Vendor.

6.22 In case IDBI Bank extends or renews the Service Agreement for a further period, the Vendor shall also ensure that the Performance Bank Guarantee or Performance Security is extended for the renewed or extended period, on the same terms and conditions, within a period of 15 days from the date of extension or renewal of the Service Agreement. Failure to extend or renew the Performance Bank Guarantee or Performance Security as aforesaid shall result in invocation of the same.

6.23 Failure of the successful Vendor to comply with the requirement of the Performance Bank Guarantee/Performance Security shall constitute sufficient grounds for the annulment of the award and forfeiture of the Bid Security, in which event the IDBI Bank may award the contract to the next best evaluated Vendor under RFP or call for new bids. Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Vendor.

6.24 The Performance Bank Guarantee or Performance Security if not invoked or adjusted or liquidated or set off will be discharged by IDBI Bank and returned to the Vendor after 180 days from the successful delivery of Service(s) and support.

6.25 After IDBI Bank notifies the successful Vendor that its Bid has been accepted, the Vendor should sign the contract/ Service Agreement, Deed of Indmenity and Non Disclosure Agreement as per formats given in Schedule VII within 10 days of receipt of notification of award of contract/Bid.

6.26 Vendor shall provide the required service(s) strictly in accordance with the requirements under the Scope of Work of the Bid document and it shall be the responsibility of the Vendor to fully meet all the requirements of the Bid document.

6.27 The selected Vendor/s should allocate a dedicated Relationship Manager (RM) for IDBI Bank within 10 days from the date of award of the contract. The Relationship Manager would be the single-point contact for the Bank regarding CDP Services and providing appropriate information and reports on activities carried out on a daily basis..

6.28 The Vendor is required to start all Service(s) within a maximum period of 15 days from the date of signing the Service Agreement with IDBI Bank. IDBI Bank would review the commencement of services of the Vendor after one month of the said intimation. In case the Vendor is not able to provide all the required services at all the required locations in the Zone during this time period and/or if the Vendor has not been able to render the CDP services to the satisfaction of IDBI Bank, IDBI Bank shall be entitled to terminate the agreement by giving 30 days (thirty days) notice.

6.29 Engagement of Vendor(s) will be for a period of 3 (Three) years, subject to satisfactory review at annual intervals. The contract may be renewed for a further period of 3 years with mutual consent, on the existing terms and conditions. However, in the event of Service(s) being found


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unsatisfactory at the time of review or at any time during the intervening period, IDBI Bank reserves the right to terminate the contract by giving one 30 days (thirty days) notice.

6.30 An increase of up to 5% every year over the base rate of the first year may be considered on completion of every year of satisfactory services at the sole discretion of IDBI Bank Ltd and on such other terms and conditions as IDBI Bank may stipulate while considering any such increase.

6.31 In case of failure for any reason whatsoever of the successful Vendor to render services at any stage after having executed the Service Agreement and furnished Performance Bank Guarantee/Performance Security, IDBI Bank may, without prejudice to right of the IDBI Bank to taken legal action against the successful Vendor for such failure, consider engaging the services of the next best evaluated Vendor under RFP for the balance period of contract or call for new bids. Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Vendor.

6.32 Liability of Successful Bidder Successful Bidder, its Successors and Administrators shall be fully liable to IDBI Bank against loss or liability, claims, actions or proceedings, arising out of non- fulfillment of any obligations under the Contract. Successful Bidder shall be the principal employer of the employees engaged by Successful Bidder and shall be vicariously liable for all the acts, deeds or things done by its employees whether the same is within the scope of power or outside the scope of power, vested or instructions issued by the Bank under the Contract to be issued for this tender. The Successful Bidder is not authorized to disclose to anyone, other than IDBI Bank the information / Data relating to Services under this RFP and the Successful Bidder shall be required to enter into a Non Disclosure Agreement as per format given in Section VII for this purpose with IDBI Bank and the Successful Bidder shall be responsible any violation of the Non disclosure Agreement and shall be liable to IDBI Bank for the unauthorized disclosure/use of the information/data in the possession of the Successful Bidder. The Successful Bidder is responsible and liable for any damages caused to IDBI Bank or its client for the actions or inaction of Successful Bidder.

6.33 Dispute Resloution

Any dispute in relation to this RFP shall be resolved exclusively by Chief General Manager, BOSP Department, IDBI Bank or any other similar rank officer nominated by Executive Director, Retail Banking, IDBI Bank for the purpose and decision of such authority shall be final, conclusive and binding on the Bidder.


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SECTION VII

FORMS

Table of Forms S. No Description Page No. F-1 Technical Bid Form 27-29 F-2 Organization Profile 30-31 F-3 Vendor’s Client Details 32-33 F-4 Confirmation on Service Availability 34 F-5 Network and Infrastructure Confirmation 35-38 F-6 Price Bid Form 39 F-7 Financial Bid Item-wise Details 40-43 F-8 Non Disclosure Agreement 44-46 F-9 Undertaking 47 F-10 Deed Of Indemnity 48-50 F-11 Power of Attorney 51 F-12 Performance Guarantee Form 52-55 F-13 Service Agreement 56-78


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F-1 Technical Bid Form: (To be included in Technical Bid Envelope)

Date: ………………. Head- Branch Operations Support and Policy Department IDBI Bank Ltd, 22nd

IDBI Tower, WTC Complex, Floor, ‘D’ Wing

Cuffe Parade, Mumbai -400 005. Dear Sir, Reg: Engaging Vendor to provide various Services under RFP/Bid Documents Ref: ____________________________________ After going through the Bid Documents, the receipt whereof is hereby duly acknowledged, we the undersigned, offer our Services for ______________________________ in conformity with the said Bid Documents for Mumbai Zonal Area. We agree and undertake, if our Bid is accepted, to deliver and commission the Services in accordance with the delivery schedule specified in the schedule of requirements. We agree and undertake to abide by the bid terms of IDBI Bank including the rates quoted therein for the orders awarded by IDBI Bank upto the period prescribed in the Bid, which shall be final and conclusive and remain binding upon us. We agree to execute the Agreement and all other documents as per the format given in this RFP and until the same is executed, this Bid, together with relevant documents duly initialed/executed shall constitute a binding contract between us. We agree and undertake that, in competing for (and, if the Bid is accepted by you) the above contract, we will strictly observe the laws inter alia, in particular, against fraud and corruption in force in India namely “Prevention of Corruption Act, 1988” and similar laws and also strictly abide by and observe all applicable laws. We agree and undertake that we shall deploy vehicles on all locations as per the technical bid. We shall honour bank’s instructions to develop and provide infrastructure at all such places as per bank’s future/new requirements within stipulated time. IDBI Bank reserves its rights to avail similar services from any other vendor as and when required. We agree and confirm that you are not bound to accept the lowest or any Bid you may receive and you also have the right to re-issue / re-commence the Bid. Any decision in this regard by you shall be final, conclusive and binding on us. We enclose a demand draft No____________of Rs _______________/- (Rs. __________ only) towards Bid Security, in favour of "IDBI Bank Ltd." drawn on ____________, ____________ Branch payable at Mumbai.


Page 28 of 83 - 28 -

We understand that the Bid Security will be refunded to the successful Vendors after the performance guarantee for prescribed value is submitted. In case of unsuccessful Vendor, the bid security amount will be refunded within 90 (Ninety) days of date of closure of bid. We have noted that Bid Security shall not carry any interest. Dated this ……………….. day of ……………………..2017 (signature) (Name) (in the capacity of) Duly authorized to sign Bid for and on behalf of _________________________________________ Documents Comprising the Bids The Technical Bid should comprise of the following: S. No Technical Bid checklist: Yes

/No Remark/Annexure No.

1 Vendor Eligibility (documents to be attached as per the requirement) * Proof that …………………………………………………… services have

been conducted for the last 5 years

* Coverage of 75% of IDBI branch locations in the Zone * Proof that the company is making …………………….profits for the last

3 consecutive years.

* Proof of net Worth—Rs 5 crores as per audited financial statement for the period March 31, …………………………..(Certificate from CA should be enclosed)

• a) Proof of Turnover of min. Rs 10 crores for the company as on the date of the last audited financial year ended not earlier than March 31, …………………………………………...

• b) Certificate from CA/Statutory Auditors regarding total revenue of the group and also that 25% of the total revenue is from CDP……………………………….. as on the date of the last audited financial year ended not earlier than March 31, ……………………

* Infrastructure availability (Vans, Vaulting, Processing) Declaration that the Vendor is not owned or controlled by any director or

officer/ employee of the IDBI Bank.

Deed of Indemnity. Dedicated RM/Staff. Names / Addresses of contacts of vendors. Arithmetical errors—IDBI has right to adjust as appropriate and inform

Bidder- discretion with IDBI.

Blank copy of financial bid with ticks against each item of price quoted for. Price column blanked. Technical bid with prices would be rejectedoutright.


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Technical Bid form should be signed by authorized signatory. 2. Organizational Profile 3. Audited financial statements—Last 3 years Certificate of financial soundness from bankers

Copy of Income Tax Returns—Acknowledged by IT and latest IT assessment order.

Copies of Service Tax Registration, Income Tax PAN, Sales Tax Registration.

Copy of registration under Labour Commissioner. Client referral letters Satisfactory Service certificates from two big clients which should be

current in nature

Service Confirmation with evaluation matrix 4 Infrastructure confirmation for the zone 5 Details of scope of work with scales response 6 Vendor Client's details 7 Insurance details covered for IDBI Operations Fidelity & Others. 8 Service Agreement/ Terms & conditions 9 Bank Details 10 Bid security in the form of Pay Order/DD 11 Requisite Power of Attorney/Board Resolution authenticating/Authorising

the signatories of the Bid Document

12 No vigilance /court case declaration 13 Undertaking from the Bidder that they have not modified any part of the

tender for those who have downloaded the bid document from the website.

14 Undertaking confirming the correctness of the information *Compulsory for qualification in Technical Bid Note: Modification of bid not permitted after last date of receipt of bid Bid received after last date of receipt of bids would be rejected Evaluation Points Coverage of 75% branches compulsory Compliance requirements for services Registration under Shop & Establishment Act Sales Tax Registration TDS TAN Service Tax Registration PAN P.F. Registration ESI Registration

Dated this ……………………….. day of ……………………..2015 (signature) (Name) (in the capacity of) Duly authorized to sign Bid for and on behalf of


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F-2 Organization Profile: (Include in Technical Proposal Only – Not to be included in Price Proposal)

Sl No

Particulars To be updated by Vendor

1 Name of the Organization 2 Name(s) of the Director(s) of the company 3 Date/Year of Establishment and if registered, details of

registration

5 General details Shop & Establishment Number Sales Tax Registration Number Tax deducted at source (TDS) Number Income Tax (Permanent Account Number) (PAN) Income Tax Ward Number 6 Name(s) of the Key Personnel (Business) 7 Name(s) of the Key Personnel (Operations) 8 Employment Details Provident Fund Registration Number Employees State Insurance Registration Number Total No. of Employees No. of Employees working for IDBI Integrity Check of Employees: (Yes/No) – Please elaborate Police Verification of each employee Do you maintain Salary/Muster Roll ? Do you issue Appointment Letters to all your employees? Do you issue Termination Letter to all ex-employees? Do you pay minimum wages, as per Wages Act ? Do you maintain records of people, who have left your

company?

Do you conduct any Training programmes – Please elaborate 9 Sample copy (photo copy) of the following to be attached Company Identity Card Muster roll maintained Appointment letter Termination letter Police Verification Certificate Salary Slip 10 Insurance cover / Limit per event? Fidelity Guarantee Insurance – Details 11 Business Details List of Esteemed Customers Services Provided Total No. of Banks availing Cash in transit services 12 Details of the Accounts maintained with IDBI Bank Ltd City wise / Account nos


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Note: Please support the above facts with documentary evidence. Please also attach: 1. Audited Final Accounts of the last 3 years 2. Certificate of Financial Soundness from Bankers. * 3. Copy of “Income tax returns” (duly acknowledged by IT) and latest “IT Assessment Order” 4. Copy of “Service Tax Registration Certificate” 5. Vendor should provide proof of registration as registered contractor with Labour Commissioner

under “Contract Labour (Regulation & Abolition) Act”. 6. Referral Letters from Clients mentioned above. 7. Satisfactory performance certificate from 2 clients. *The certificate of financial soundness from Banker shall & can be in the form of “Solvency Certificate” from the Bank for an amount of Rs 5 crores.

Signature of Vendor : _________________ Place: Name : _________________ Date : Business address : _________________

------------------------------------------------------------------------------------------------------------------------------


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F-3 Vendor’s Client Details (to be included in Technical Bid Envelope)

a. Referral letter to be attached from at least 2 clients (one of which should be a public

sector bank) evidencing satisfactory service by the Vendor. Details of the clients (at least 2) Client Name

Postal Address, Telephone, Fax, e-Mail, Mobile No. and Contact Details of the key person at Client’s office

Scope of Service

Centres service provided

1.

2.

(i) Details of the 1st

(to be included in Technical Bid Envelope) Client:

Name of the Bank Address of the Bank

Contact Person Telephone No. Fax No e-mail

Over Draft Limit/ Credit Limits/ Borrowings/ Loans Bank Guarantee Limit

Corporate Authorization details. Note: This statement has to be duly attested by the banker. Signature: Signature: Name of the Authorised Person: Name of the Authorised Person: Designation: Designation: Company Seal Banker Seal

All authorisations should be collected.


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(ii) Details of the 2nd

(to be included in Technical Bid Envelope) Client:

Name of the Bank Address of the Bank

Contact Person Telephone No. Fax No e-mail

Over Draft Limit/ Credit Limits/ Borrowings/ Loans Bank Guarantee Limit

Corporate Authorization details. Note: This statement has to be duly attested by the banker. Signature: Signature: Name of the Authorised Person: Name of the Authorised Person: Designation: Designation: Company Seal Banker Seal

All authorisations should be collected. ----------------------------------------------------------------------------------------------------------------


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F-4 Confirmation on Service Availability (to be included in Technical Bid Envelope)

Type of Service Available Can be made

available within 2 (two) months

Cannot be provided

I – Cash (+Cheque*) Delivery and Pick-up (On Beat) II – Cash (+Cheque*) Delivery and Pick-up (Per-Call) III - Cash delivery to customers (from IDBI Bank branches/Offices)

IV - Cash Delivery service to customer (through the vault at Vendor's premises)

V - Intra-City/Inter-city Cash inTransit Services VI - Cash processing & sorting at Bank’s premises VII - Cash processing & sorting at Vendor’s premises VIII - Overnight Vaulting at Vendor premises IX - Daily Reconciliation & MIS Reporting X - Network Currency Management facility and cash disposal / burial

XI - Availability of Service on Holidays and Sundays *Cheques to be picked up only for those customers availing CDP Facility and only on the days on which cash is to be picked up. -------------------------------------------------------------------------------------------------------------------


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F-5 Network and Infrastructure Confirmation (to be included in Technical Bid Envelope)

*1-Presence in location, 2-Availability of Vault, 3- Availability of Safe, 4-CCTV, 5-Machine Sorting, 6-Security (24*7) and 7-GPRS. (Please put ‘tick-mark’ in appropriate columns)

Zone Region Branch City/Area covered under

*Please mention Y/N and Numbers wherever applicable

1 2 3 4 5 6 7 Mumbai Mumbai I Nariman Point Mumbai Mumbai Mumbai I Khar Mumbai Mumbai Mumbai I Chembur Mumbai Mumbai Mumbai I Warden Road Mumbai Mumbai Mumbai I Prabhadevi Mumbai Mumbai Mumbai I Andheri Mumbai Mumbai Mumbai I Kalbadevi Mumbai Mumbai Mumbai I Mumbai Main Branch Mumbai Mumbai Mumbai I Versova Mumbai Mumbai Mumbai I Nana Chowk Mumbai Mumbai Mumbai I Andheri West Mumbai Mumbai Mumbai I Bandra Mumbai Mumbai Mumbai I Ville Parle [West] Mumbai Mumbai Mumbai I Lower Parel [ West ] Mumbai Mumbai Mumbai I Sion (West) Mumbai Mumbai Mumbai I Fort Mumbai Mumbai Mumbai I Girgaon Mumbai Mumbai Mumbai I Dadar 14 Mumbai Mumbai Mumbai I Vile Parle Mumbai Mumbai Mumbai I Dadar 28 Mumbai Mumbai Mumbai I Marol Mumbai Mumbai Mumbai Mumbai I Prabhadevi Mumbai Mumbai Mumbai I Bandra Mumbai Mumbai Mumbai I Andheri Mumbai Mumbai Mumbai I Mumbai – Lalbaug Mumbai Mumbai Mumbai I JVPD- Scheme Mumbai Mumbai Mumbai I Mumbai – Chembur Mumbai Mumbai Mumbai I Mumbai – Mahim Mumbai Mumbai Mumbai I Jaslok Mumbai Mumbai Mumbai I MUMBAI -CPC -

MULUND Mumbai

Mumbai Mumbai I BandraKural Complex Mumbai Mumbai Mumbai I Mumbai – Wadala Mumbai


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Mumbai Mumbai I Matunga East - King Circle

Mumbai

Mumbai Mumbai I OSHIWARA Mumbai Mumbai Mumbai II Borivali Mumbai Mumbai Mumbai II Malad Mumbai Mumbai Mumbai II Kandivali Mumbai Mumbai Mumbai II Vasai Mumbai Mumbai Mumbai II Kalina- Santacruz Mumbai Mumbai Mumbai II Virar Mumbai Mumbai Mumbai II Powai Mumbai Mumbai Mumbai II Goregaon [East] Mumbai Mumbai Mumbai II Borivali [West] Mumbai Mumbai Mumbai II Malad Mumbai Mumbai Mumbai Mumbai II Vasai Mumbai Mumbai Mumbai II Kandivali [ East ] Mumbai Mumbai Mumbai II Nalasopara Mumbai Mumbai Mumbai II Dahisar Mumbai Mumbai Mumbai II Goregoan (West) Mumbai Mumbai Mumbai II Kandivali ,Thakur

Village Mumbai

Mumbai Mumbai II NalaSopara Mumbai Mumbai Mumbai II Vasai Mumbai Mumbai Mumbai II Borivali East Mumbai Mumbai Mumbai II GAS GAS Mumbai Mumbai II Kelve Road Kelve Road Mumbai Mumbai II Betegaon Betegaon Mumbai Mumbai II SHIRGAON SHIRGAON Mumbai Mumbai II Boisar Boisar Mumbai Mumbai II Palghar Palghar Mumbai Mumbai II Dahanu Dahanu Mumbai Mumbai II Bhayandar Bhayandar Mumbai Mumbai II Mira Road Mumbai Mumbai Mumbai III Vashi Navi Mumbai Mumbai Mumbai III Belapur Navi Mumbai Mumbai Mumbai III Nerul Navi Mumbai Mumbai Mumbai III Sanpada Navi Mumbai Mumbai Mumbai III Airoli Navi Mumbai Mumbai Mumbai III Koparkhairane Navi Mumbai Mumbai Mumbai III Vashi Navi Mumbai Mumbai Mumbai III Navi Mumbai –

Mahape Navi Mumbai

Mumbai Mumbai III Nhavaseva Navi Mumbai Mumbai Mumbai III Rasayani Rasayani


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Mumbai Mumbai III Goregaon R Goregaon R Mumbai Mumbai III PoynadAlibag PoynadAlibag

Mumbai Mumbai III Sangade Sangade Mumbai Mumbai III Dahivali Tarf Govele Dahivali Tarf

Govele

Mumbai Mumbai III Diksal Diksal Mumbai Mumbai III Dapoli – Raigad Dapoli -

Raigad

Mumbai Mumbai III Nandvi Nandvi Mumbai Mumbai III Dhalghar Dhalghar Mumbai Mumbai III Nandgaon Nandgaon Mumbai Mumbai III Kharavli Kharavli Mumbai Mumbai III Vave Vave Mumbai Mumbai III Dolavali Dolavali Mumbai Mumbai III Dhokawade Dhokawade Mumbai Mumbai III Kolhare – Damote Kolhare -

Damote

Mumbai Mumbai III Taloja Taloja Mumbai Mumbai III Kharghar Kharghar Mumbai Mumbai III Kharghar Sec 35 Kharghar Mumbai Mumbai III Alibagh Alibagh Mumbai Mumbai III Pen Pen Mumbai Mumbai III Karjat Karjat Mumbai Mumbai III Mahad Mahad Mumbai Mumbai III Khopoli Khopoli Mumbai Mumbai III Roha Roha Mumbai Mumbai III Murud Murud Mumbai Mumbai III New Panvel New Panvel Mumbai Mumbai III Panvel Panvel Mumbai Mumbai III Kalamboli Kalamboli Mumbai Mumbai III Kamothe Kamothe Mumbai Nashik Nashik Nashik Mumbai Nashik Nasik Nasik Mumbai Nashik Nasik D N Nasik D N Mumbai Nashik PathardiPhataNashik

(Mumbai Road) PathardiPhataNashik

Mumbai Nashik Yesgaon Yesgaon Mumbai Nashik Peint Peint Mumbai Nashik Gulvanch Gulvanch Mumbai Nashik Malgaon Malgaon Mumbai Nashik Dudhale Dudhale Mumbai Nashik Dyane Dyane


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Mumbai Nashik Sinner Sinner Mumbai Nashik PimpalgaonBaswant PimpalgaonBa

swant

Mumbai Nashik Satana Satana Mumbai Nashik Shahade Shahade Mumbai Nashik Shirpur-Warwade Shirpur-

Warwade

Mumbai Nashik Ghoti Ghoti Mumbai Nashik Deolali (Cb) Deolali (Cb) Mumbai Nashik Ozar Ozar Mumbai Nashik Lasalgaon Lasalgaon Mumbai Nashik Dhule Dhule Mumbai Nashik Malegaon Malegaon Mumbai Nashik Nandurbar Nandurbar Mumbai Thane Ghatkopar Mumbai Mumbai Thane Thane Thane Mumbai Thane Mulund Mumbai Mumbai Thane Thane - Ghodbunder

Rd Thane

Mumbai Thane Dombivali E Thane Mumbai Thane Kalyan [ West ] Thane Mumbai Thane Thane Main Thane Mumbai Thane Mulund [ East ] Thane Mumbai Thane Dombivali W Thane Mumbai Thane DombivaliRamnagar Thane Mumbai Thane VasantVihar Thane Mumbai Thane Wagle Estate - Thane Thane Mumbai Thane Bhandup Thane Mumbai Thane Titwala Thane Mumbai Thane Khadakpara, Kalyan Thane Mumbai Thane Mumbai - Vidyavihar Mumbai Mumbai Thane Kasarvadavali, Thane Thane Mumbai Thane Kharegaon, Kalwa Thane Mumbai Thane Khodala Khodala Mumbai Thane Kudus Kudus Mumbai Thane Mahapoli Mahapoli Mumbai Thane Asangaon Thane Mumbai Thane Ulhasnagar Thane Mumbai Thane Ambernath Thane Mumbai Thane Bhivandi Thane Mumbai Thane Badlapur Thane Mumbai Thane AnjurPhata, Bhiwandi Thane


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F-6 Price Bid Form (to be included in Price Bid Envelope)

Date……………….. Head Branch Operations Support and Policy Department (BOSPD) IDBI Bank Ltd, 22nd


Cuffe Parade, Mumbai -400 005. Dear Sir, Reg: Engaging Vendor to provide various Services under RFP/Bid Documents Ref: ____________________________________ After going through the Bid Documents, the receipt whereof is hereby duly acknowledged, we the undersigned, offer our services for _______________________________ (Services), in conformity with the said Bid Documents for Mumbai Zonal Area. We agree and undertake, if our Bid is accepted, to deliver and commission the Services, in accordance with the delivery schedule specified in the schedule of requirements. We agree and undertake to abide by the bid terms of IDBI Bank including the rates quoted therein for the Services / Zone/s awarded by IDBI Bank up to the period prescribed in the Bid, which shall be final and conclusive and remain binding upon us. We shall sign the Agreement and all other documents in the format given in this RFP and until the same is executed, this Bid, together with relevant documents duly initialed / executed shall constitute a binding contract between us. We agree and undertake that, in competing for (and, if the Bid is accepted by you) the above contract, we will strictly observe the laws inter alia, in particular, against fraud and corruption in force in India namely “Prevention of Corruption Act, 1988” and similar laws and also strictly abide by and observe all applicable laws. We agree and confirm that you are not bound to accept the lowest or any Bid you may receive and you also have the right to re-issue / re-commence the Bid. Any decision in this regard by you shall be final, conclusive and binding on us. Dated this ……………………….. day of ……………………..2017 (signature) (Name) (in the capacity of)

Duly authorized to sign bid for and on behalf of _________________________________________


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F-7 Financial Bid Item-wise Details: (to be included in Price Bid Envelope)

1. For each item, price break-ups to be submitted separately as annexure. 2. Wherever amount is zero, kindly indicate as "NIL". Note-: - It is clarified that for per-call pickups, the distance (one way) of the pickup location from the

Bank office (Branch / Currency chest / Currency Process Centre) where the cash is finally deposited would not exceed 75 km or township limits at other centers (include suburbs)

CHARGE MATRIX MUMBAI ZONE Service details

Dedicated Cash Van at a location for:

Total Weightage

Rate per Cash Van/per month (Rs.) Total

L Whtg M Whtg S Whtg Full-day 0.60 0.05 0.50 0.05 Half-day (*) 0.10 - 0.05 0.05 Two hours 0.05 - 0.05 - Addl. Cash Van for a day 0.10 - 0.05 0.05 Full day Cash Van :- 2000 kms per month / 8 hours per day-6 days a week Half day Cash Van :- 1000 kms per month / 4 hours-6 days a week Van for 2 hours : - 500 kms per month / 2 hours-6 days a week Addl. Cash Van for a day :– 80 Kms/ 8 hours a day

Additional Charges Rate

Extra KMs beyond agreed time (from Bank to Bank) 0.05

Extra Hours (total) 0.10 On Sundays (as a percentage on regular charges)

Aggregate 1.00 (*): The Van will be required either in the first half or second half of the day @ Rates to be given for each size. L, i.e. Large includes the following makes – Tata 407, Bajaj Excel; M, i.e. Medium includes Mahindra Bolero, Mahindra Pickup, Tata 207, Tempo Trax; S, i.e. Small size includes the following makes- Maruti Cargo


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CDP Services (Other than Dedicated Cash Van) Service details A) Cash Delivery & Pick-up (to & from customers) Per-call rates and monthly package rates per customer

Per call cost Weightage Rate per Transit (Rs.) Total

Upto Rs. 2.00 Lakh 0.10 Rs.2.01 Lakh to Rs. 10.00Lakh 0.10 Rs.10.01 Lakh to Rs. 50.00Lakh 0.05 Rs.50.01 Lakh to Rs. 1.00Crs 0.05 Rs.1.01Crore above to Rs.2 Crore 0.04 Rs.2.01 Crore to Rs.5 Crore 0.03 Rs.5.01. Crore to Rs.10 Crore 0.03

• Monthly package cost Weightage

Rate per month per customer (Rs.) Total*

UptoRs 10 Lakh per pick up 0.05 UptoRs 20 Lakh per pick up 0.05 UptoRs50 Lakh per pick up 0.05 Additional charges for pick-up on Sundays (as a percentage on regular charges)

Aggregate 0.55 B) INTRA-CITY TRANSIT

Particulars Weightage Rate per Transit (Rs.) Total

Upto Rs.20 Lakh 0.03 Rs.20.01Lakh to Rs.50 Lakh 0.04 Rs.50.01 Lakh to Rs.2 Cr 0.04 Rs.2.01 Cr to Rs.5 Cr 0.02 Aggregate 0.13

Monthly package cost Weightage

Rate per month per customer (Rs.) Total*

Upto Rs.50 Lakh 0.02 Aggregate 0.15 * For monthly package cost, the quoted Rate per month will be divided by 25 before multiplying with the weightage to arrive at the Total weightage.


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C) INTER-CITY TRANSIT

Particulars Weightage Rate per km. (Rs.) Total#

Beyond 75 kms 0.10 (Mode of Transport –Road) Overnight halting charges wherever applicable 0.05

Aggregate 0.15 # The quoted rate per km will be multiplied by 10 before multiplying with the weightage to arrive at the Total

D) CASH PROCESSING & SORTING (For 1000/- pieces)

Particulars Weightage Rate per 1000 pieces (Rs.) Total

Cash Processing and Sorting at Bank’s / Vendor’s / Customers’ premises 0.10

At Vendor's premises (overnight) 0.05 Aggregate 0.15 AGGREGATE (A+B+C+D) 1.00

E) Support Required

Overnight Cash Vaulting Daily Reconcilation&MIS Reporting Service details Details of Network Currency Management (NCM) / Cash Burial (Merging, Sorting, Processing, Disposal and Daily reporting of MIS. Details given under ‘Scope of Work’)

Location Day's Weightage

(A) Amount (Rate Rs per

thousand) (B) Weighted Average

(C = A*B)

Mumbai Zone Day 0 0.10 Day 1 0.75 Day 2 0.15

Total 1.00 Grand Total 1.00 *

* The Criteria for ascertaining L1 will be Weighted Average of Grand Total

Declaration


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1. Having perused all pages and schedules of the Bid Document, the receipt whereof is hereby duly acknowledged, we, the undersigned, offer our Services as Vendor, in conformity with the said Bid Documents at service charges mentioned in the financial bid.

2. The above quote for service charges include all costs, duties, levies, taxes and all other applicable

charges including local travelling expenses, cost of stationery, assisting in replying to inspection and audit remarks of IDBI Bank, if any, etc. Service Tax / any other taxes applicable have been excluded from the quoted price.

3. We understand that the total price arrived at after accounting for the weightage assigned to each

service will be taken in to consideration to evaluate the bid. 4. We understand that, in case of discrepancy between figures and words, the amount in words shall

prevail. 5. We understand that no increase in costs, duties, levies, taxes, charges, etc., irrespective of reasons

(including exchange rate fluctuations, etc.) whatsoever, shall be admissible during the tenure of the Agreement.

6. We agree that, any decision of IDBI Bank, in this regard shall be final and binding on us

Signature of Vendor: _____________ Name : _________________ Business address : _________________ Offices Seal : _________________

Place: Date:

-------------------------------------------------------------------------------------------------------------------


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F-8 Non-Disclosure Agreement This Non-Disclosure Agreement is made and entered into at __________ on the _______ day of ________ 2017: BETWEEN: IDBI Bank Ltd , a company registered under the Companies Act, 1956 having CIN L65190MH2004GOI148838 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”, 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 : ……………. (Nameof Vendor) of …………………… (please specify the registered office of the (Vendor) (hereinafter referred to as “the Vendor” or “CDPV”, 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 the Vendor are hereinafter collectively referred to as "Parties" and individually as “Party”. WHEREAS IDBI Bank vide its RFP No [●] dated [●] (RFP) had invited for the Bids from eligible Bidders for performing/delivering the Services. The Vendor after going through the RFP and being interested to perform/deliver the Services participated in the bidding process and submitted its Bid.

WHEREAS the Vendor 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 Vendor had entered into a contract dated [●] (the Contract) for the performance/delivery of Services by the Vendor.

WHEREAS, the Vendor is aware and confirms that the information, data, drawings lists, scope of work, and other documents made available in the Bid Documents / the Agreement and thereafter regarding the Services as furnished by the Vendor, in their Request For Proposal or otherwise and the Vendor is aware that all the Confidential Information under the Bid Documents/the Agreement is privileged and strictly confidential and/or proprietary to IDBI Bank,

NOW THEREFORE, in consideration of the foregoing, the Vendor agrees to all of the following conditions, for IDBI Bank, to grant the Vendor specific access to IDBI Bank’s property/information and other data.


Page 45 of 83 - 45 -

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 Agreement, 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, vendors, 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

(iv) Treat Confidential Information as confidential for a period of [five (5)] years from the date of receipt. In the event of earlier termination of this Agreement, the Parties hereby agree to maintain the confidentiality of the Confidential Information for a further period of [two (2)] 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 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 Agreement; (iii) is in 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 Services to be

performed under this Agreement may require the Vendor's personnel to be present on premises of IDBI Bank or may require the Vendor’s personnel to have access to currency for onward transit or processing and databases 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 Vendor’s personnel under such circumstances and to provide notice to the Vendor of the confidentiality of all such information. Therefore, the Vendor agrees and undertakes that any technical or business or transit or other information of IDBI Bank that the Vendor's personnel, or agents acquire while on IDBI Bank premises, or through access to IDBI Bank offices or databases while on or off IDBI 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 Agreement, 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 authorised representative of each of the parties. Nothing contained herein shall in any manner impair or affect rights of IDBI Bank in respect of the Confidential Information.


Page 46 of 83 - 46 -

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 Agreement 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 Agreement.

f) The provisions hereunder shall survive termination of the Agreement. Authorised Signatory (Name of the Vendor& Signatory) Name:

Place : Designation: Date : Office Seal:


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F-9 Undertaking

Date……………….. Head Branch Operations Support and Policy Department (BOSPD) IDBI Bank Ltd, 22nd


Cuffe Parade, Mumbai -400 005 Dear Sir, Reg: Engaging Vendor to provide various Services under RFP/Bid Documents Ref: ____________________________________ After going through the Bid Documents, the receipt whereof is hereby duly acknowledged, we the undersigned, offer our services for _______________________________ (Services), in conformity with the said Bid Documents for Mumbai Zonal Area and I/We hereby certiy, agree, declare and undertake to you as under: .

a) that the information furnished here in and as per the document submitted is true and accurate and nothing has been concealed or tampered with.

b) I/We have downloaded the Bid Application from the website of IDBI Bank and further confirm and certify that I/We have not modified any part of the tender/Bid document/form/format. I/We have gone through all the conditions of bid and is/are liable to any punitive action for furnishing false information / documents.

c) I/We meet the eligibility criteria stipulated by IDBI Bank in the tender/Bid document and is/are not falling under any of the disqualifications mentioned in the tender/Bid document as on date of submission of the tender.

d) In competing for and if the contract is awarded to us, in executing the subject contract, we shall strictly observe the laws against fraud and corruption in force in India namely “Prevention of Corruption Act 1988” as amended from time to time and all other applicable laws.

e) I/We agree that the Bank is not bound to accept the lowest or any Bid that the Bank may receive. Dated this _____ day of ____________________ 2017 Signature (Company Seal) __________________ In the capacity of Duly authorized to sign bids for and on behalf of:

Notes:

1. To be stamped as an Agreement /Undertaking in accordance with the local stamp laws at the place of execution.

2. Relevant authorizations to be collected in case of company - certified copy of the relevant board resolutions, power of attorney, certified copy of the latest memorandum and articles of


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association be obtained.

F-10 Deed Of Indemnity This Deed of Indemnity executed at Mumbai on the ______ day of _______, 2017 : BY : M/s.______________________ (Nameof Vendor) of …………………… (please specify the registered office of the (Vendor) (hereinafter referred to as “the Obligor”, which expression shall unless it be repugnant to the subject, context or meaning thereof shall be deemed to mean and include its successors) IN FAVOUR OF : IDBI BANK a company within the meaning of the Companies Act, 1956 having CIN……………………………………………………… 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", 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). WHEREAS 1) IDBI Bank vide its RFP No [•] dated [•] (RFP) had invited Bids from the eligible Bidders for the purpose of selection of vendor for secured “Cash Delivery and Pick-up (CDP) Services”. the Obligor has :

a) Offered to provide to IDBI Bank the Services as defined in the Agreement dated ________________ made between the Obligor and IDBI Bank (the Agreement) and the Bid documents and other related documents (the said documents) subject to certain terms, conditions, covenants, provisions and stipulations contained therein.

b) Represented and warranted that they have all permissions, consents, approvals from

all authorities, both regulatory and non-regulatory, for performing / rendering the Services to IDBI Bank contemplated under the said documents and further represented and warranted that the Services offered to the IDBI Bank do not violate any provisions of the applicable laws, regulations or guidelines including legal, environmental under the various labour and industrial laws. 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 period of rendering the Services / tenure of the Agreement to the satisfaction of IDBI Bank;

c) Represented and warranted that they are authorized and legally eligible and otherwise

entitled and competent to enter into such contractual arrangement(s) with IDBI Bank under the said documents;

WHEREAS relying and based on the aforesaid representations and warranties of the Obligor, IDBI Bank has agreed to avail the Services of the Obligor on the terms and conditions contained in Agreement with the Obligor;


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One of the conditions of the Agreement / the said documents 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 rendering / performing of the Services envisaged under the said documents as also for breach committed by the Obligor on account of misrepresentation, misconduct, omission and negligence by the Obligor. 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; NOW THIS DEED WITNESSETH AS UNDER: -

1) In consideration of IDBI Bank having agreed to award the Bid and the aforesaid assignment of providing Services to the Obligor on the terms and conditions contained in the Agreement / the said documents, more particularly described and stated therein, the Obligor do hereby agree and undertake that:

a) The Obligor shall, at all times hereinafter, save and keep IDBI Bank harmless and indemnified,

including its respective directors, officers, agents, representatives, and employees, etc. and keep them indemnified from and against any claim, demand, losses, liabilities or expenses of any nature and kind whatsoever and by whomsoever made in respect of the Services or the said documents and any damage caused from and against all suits and other actions that may be threatened, instituted, taken or preferred against IDBI Bank including its respective directors, officers, agents, representatives, and employees, etc by whomsoever and all losses, damages, costs, charges and expenses that IDBI Bank including its agents, representatives and employees, etc may incur by reason of any claim / demand 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, destruction, deliberate or otherwise, direct or indirect, from those arising out of violation of applicable laws, regulations, guidelines and also from the damages, if any, arising from fraudulent or criminal acts as well or any omissions, which may occur while performing the Services or otherwise under the said documents.

b) The Obligor further agrees and undertakes that the Obligor shall, during the contractual

arrangements under the said documents, ensure that all the permissions, authorizations, consents are obtained from the local and / or municipal and/or governmental authorities, as may be required under the applicable laws, regulations, guidelines, orders framed or issued by any appropriate authorities.

c) If any additional approval, consent or permission is required by the Obligor to execute and

perform the Agreement or Services under the said documents, they shall procure the same and / or comply with the conditions stipulated by the concerned authorities without any delay.

d) 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 agreement or the insolvency, bankruptcy, re-organization, dissolution, liquidation or change in ownership of IDBI Bank or Obligor or any other circumstance whatsoever which might otherwise constitute a discharge or defence of IDBI Bank.


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e) 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 obligations under this indemnity or prejudice or diminish the obligations in whole or in part, including in law, equity or contract (whether or not known to it, or to IDBI Bank).

2) This indemnity shall survive the Agreement.

3) 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 Agreement and or as stated above. 4) This indemnity shall be governed by, and construed in accordance with, the laws of India. The

Obligor irrevocably agrees that any legal action, suit or proceedings arising out of or relating to any of 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.

5) 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 rights or obligations under this indemnity, except with the prior written consent of IDBI Bank.

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 authorised official) of the Obligor) Notes:

3. To be stamped as an indemnity bond in accordance with the local stamp laws at the place of execution.

Relevant authorizations to be collected in case of company - certified copy of the relevant board resolutions, power of attorney, certified copy of the latest memorandum and articles of association be obtained.


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F-11 Power of Attorney

Know all men by these presents, we (name of the company and address of the registered office) 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 providing secured cash movement & handling services in response to the RFP (Request for Proposal) by IDBI Bank Ltd (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 and confirm all acts, deeds and things lawfully done by our said attorney pursuant to this irrevocable Power of Attorney and that all acts, deeds and things done by our aforesaid attorney shall always be deemed to have been done by us. Dated this _____ day of ____________________ 2017 For

(Signature) (Name, Designation and Address)

Accepted

(Signature) (Name, Title and Address of the Attorney) Date:

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 laws 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 favor of the Person executing this Power of Attorney for the delegation of power hereunder on behalf of the Bidder.

In case the Application is signed by an authorized Director of the Applicant, a certified copy of the appropriate resolution / document conveying such authority may be enclosed in lieu of the Power of Attorney.


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F-12 Performance Bank Guarantee Form

Bank Guarantee No. Bank Guarantee Amount Expiry Date Claim Amount Account

___________________________________ ___________________________________ ___________________________________ ___________________________________ M/s.

GUARANTEE FOR PERFORMANCE OF CONTRACT

THIS GUARANTEE AGREEMENT executed at ___________ this ________ day of _________ Two Thousand_______________ BY: ______________________ Bank, a body corporate constituted under Banking Corporation (Acquisition and Transfer of Undertakings) Act, 1970/1980, 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 within the meaning of the Companies Act, 1956 having CIN……………………………………………………… 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 “the 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, Bank, vide its RFP No. [•] dated [•] (RFP), had called for the bids for engagement of vendor to implement secured Cash Delivery and Pick-up Services and for the purposes, _______________________Limited has been appointed as the vendor (hereinafter referred to as “Vendor” which expression shall unless it be repugnant to the subject or context thereof, be deemed to mean and include its successors). WHEREAS the Bank, on __________, at Mumbai, has entered into the Service Agreement (hereinafter referred to as “the Agreement”) with the Vendor, subject to the terms and conditions contained in the said documents and the Vendor has duly confirmed the same.


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AND WHEREAS pursuant to the RFP, the Agreement and the other related documents (hereinafter collectively referred to as “the said documents”), the Bank has agreed to avail from the Vendor and the Vendor has agreed to provide to the Bank secured Cash Delivery and Pick-up Services, more particularly described in the Schedule/Annexure to the said documents (hereinafter collectively referred to as “the Services”), subject to payment of the contract price as stated in the said documents and also subject to the terms, conditions, covenants, provisions and stipulations contained the said documents. AND WHEREAS the Vendor has duly signed the said documents AND WHEREAS in terms of the Agreement, the Vendor has agreed to provide the Services and to procure an unconditional and irrevocable performance bank guarantee for an amount of Rs.______________________________________, in favour of the Bank, from a bank acceptable to the Bank as per RFP for securing faithful observance and performance by the Vendor of the terms, conditions, covenants, stipulations, provisions of the Agreement /the said documents. AND WHEREAS at the request of the Vendor, the Guarantor has agreed to issue the guarantee on behalf of the Vendor in favour of IDBI Bank, for an amount of Rs.______________________________________(“the guaranteed amount”) for securing the faithful observance and performance by the Vendor of the terms of the Agreement. NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS: In consideration of the 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. 1. The Guarantor hereby guarantees and undertakes to pay, forthwith on mere demand, to IDBI Bank the guaranteed amount or any part thereof without any demur, reservation, contest, recourse or protest or without any reference to the Vendor. Any such demand or claim made by IDBI Bank, on the Guarantor shall be final, conclusive and binding notwithstanding any difference or any dispute between IDBI Bank and the Vendor or any dispute between IDBI Bank and the Vendor pending before any Court, Tribunal, Arbitrator, or any other authority. 2. The Guarantor agrees and undertakes not to modify or revoke this Guarantee during the currency of these presents/the said documents, without the previous written consent of IDBI Bank and further agrees that the Guarantee herein contained shall continue to be enforceable until and unless it is discharged earlier by IDBI Bank, in writing. 3. To give effect to this Guarantee, IDBI Bank, may act as if the Guarantor was the principal obligor to it. 4. The liability of the Guarantor, under this Guarantee shall not be affected by: (a) Any change in the constitution of the Vendor or winding up or insolvency (voluntary or otherwise) of the Vendor or any absorption, merger or amalgamation of the Vendor with any other company, corporation or concern; or


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(b) Any change in the management of the Vendor or takeover of the management of the Vendor by the Government or by any other authority; or (c) Acquisition or rationalization of the Vendor 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, or winding up or insolvency (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; or (g) Any variance in the terms and conditions of the said documents. 5. 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 Agreement and the same will not in any way discharge or otherwise vitiate or affect this Guarantee. However, the liability of the Guarantor shall not exceed the guaranteed amount at any point of time. 6. Any act or omission, time or indulgence granted by IDBI Bank to the Vendor 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 guaranteed amount under this Guarantee has been paid in full. 7. The Guarantor shall forthwith on mere demand made by IDBI Bank under this Guarantee 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. Any delay by the Guarantor in making the payment to IDBI Bank shall attract interest at the rate of 12 % p.a. for the delayed period. 8. The Guarantor confirms that a mere demand from IDBI Bank under the signature of its Authorized Signatory shall without any other or further proof be final, conclusive and binding on the Guarantor for making the payment of the amount demanded by IDBI Bank. 9. This Guarantee will be valid up to __________________________ (validity period) with a claim period of 120 days upto…………………..(claim period) after the expiry of vailidity period and any demand or claim under this Guarantee must be received by the Guarantor within aforesaid period of 120 days (claim period) after the expiry of the validity period and if no such demand or claim has been received by the Guarantor within 120 days after the expiry of the validity period, then all the rights of the Bank under this Guarantee shall cease. Provided, in case IDBI Bank renews or extends the period of the Agreement, this Guarantee shall continue to remain in force for the renewed or extended period with claim period of 120 days after the expiry of the renewed or extended period. Provided further, if the Guarantor is prevented by any Court /Tribunal/Authority from making payment to the IDBI Bank, the liability of the Guarantor under this Guarantee shall remain in force till such period the issue is finally decided by the Court/Tribunal/Authority (including appeal, review or revision) and IDBI Bank discharges the Guarantor from its liabilities under this Guarantee in writing. Provided further, if for any reason whatsoever, we fail to extend or renew the Performance Bank Guarantee, on the same terms and conditions, within a period of 15 days from the date of extension or renewal of the Service Agreement, we shall fortwih pay the guaranteed amount to IDBI Bank without waiting for any demand from IDBI Bank in this regard. 10. This Guarantee shall be binding upon us and successors –in -interest and shall be irrevocable. 11. For all purposes connected with this Guarantee and in respect of all disputes and differences under or in respect of these presents or arising therefrom, the courts of Mumbai shall alone have jurisdiction to the exclusion of all other courts.


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12. You may independently verify from our…………………….office about the issuance of this Guarantee by us. IN WITNESS WHEREOF the Guarantor has caused 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.


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F-13 SERVICE AGREEMENT

This Service Agreement made at Mumbai this___ day of ____Two Thousand And________

BETWEEN : ………………………….. Limited, a company registered under Companies Act, 1956 having CIN L65190MH2004GOI148838 and having its registered office at Mumbai (hereinafter referred to as "the Vendor" 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 ONEPART ; AND : IDBI BANKLIMITED, a company within the meaning 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, context or meaning thereof shall be deemed to mean and include its successors and assigns of the OTHER PART ; Each of the parties mentioned above are hereinafter collectively referred to as "Parties" and individually as a "Party" WHEREAS 1. IDBI Bank being desirous of improving its customer service intends to avail the Services as hereinafter defined, and for that purpose had floated a Bid / Request for Proposal (RFP) No [•] dated [•] (RFP) inviting bids from the eligible Bidders for the purpose of selection of vendor for secured “Cash Delivery and Pick-up (CDP) Services”.The RFP forms an integral part of this Agreement and the term and conditions stipulated therein shall be deemed to have been incorporated in this Agreement and read as part of this Agreement. 2. The Vendor who is engaged in the business of providing the Services participated in the Bid and being successful Bidder desires to provide the Services to IDBI Bank. 3. The Vendor in terms of its constitutional documents i.e. memorandum and articles of association has the power to provide the Services.

4. IDBI Bank has accepted the Vendor's Bid dated …………. and has communicated its acceptance vide its letter dated………….. 5. As a pre-condition to pursue the above, the Parties are desirous of setting out the understanding and arrangement between the Parties with respect to the Services and have accordingly, agreed to enter into this Agreement. NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency whereof hereby acknowledged, the Parties hereto agree as follows:


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1 DEFINITIONS For the purposes of this Agreement, the following terms shall have the meanings set out below. "Applicable Laws" means, with respect to any Person, all laws, statutes, rules, regulations, orders, writs, processes, decrees, injunctions, judgments, or awards of an arbitrator, a court or any other governmental authority, and all governmental authorisations binding upon or applicable to such Person or to any of its properties or assets.

"Confidential Information" means, (i) IDBI Bank standard/special security procedures and systems at various locations (ii) technical or business information or material not covered in (i); (iii) proprietary or internal information related to customers / constituents / products or services of IDBI Bank including, financial information, process / flow charts, information related to movement of cash including the Services, business and contractual relationships, information the Parties provide regarding third parties; (iv) information disclosed pursuant to this Agreement and (v) all such other information which by its nature or the circumstances of its disclosure is confidential. "Agreement" means this agreement and all documents attached hereto. “Fees” means, the amount payable by IDBI Bank to the Vendor for the Services rendered by the Vendor and as detailed in Annexure B. "Good 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 Vendor engaged in the same type of undertaking as Vendor under similar circumstances and acting generally in accordance with the prevailing laws, rules, regulations, codes and industry standards. "Key Personnel" means those of Vendor's personnel identified as such by IDBI Bank. "Person" means any natural person, firm, corporation, company, voluntary association (incorporated or otherwise), partnership, joint venture, trust, limited organization, unlimited organization, or other entity. "Services" means the comprehensive support, advisory, logistic and consultancy services to be performed or rendered by the Vendor, in relation to the cash handling-processing & sorting service(s) (at IDBI Bank's premises/ Vendor's premises) including cash remittance service(s)/ cash in transit service(s) (cash delivery / pick-up to/from one branch of IDBI Bank to other branch or branches of IDBI Bank or of other banks within the city or outside the city / zone / state, or at customer's places, RBI and vice versa), overnight cash vaulting, Cash disposal/burial preparing cash packets for delivery at customer’s premises, End of Day reporting (in short, providing end-to end solution to IDBI Bank on cash management) for IDBI Bank & its customers and matters related to or incidental to the foregoing, under this Agreement as described in Annexure A to this Agreement / Section IV of RFP document. "Term" shall have the meaning ascribed to it in Clause 14.1

2 SCOPE OF SERVICES TO BE PERFORMED AND OR RENDERED

2.1 Scope of Services The Vendor shall provide all Services including but not limited to supervision, assistance, guidance, etc, more particularly detailed in the Annexure A to this Agreement; and shall perform all operations and assignments and render all services as may be necessary and incidental to fulfil its obligations under this Agreement. The Vendor shall render the Services to the best of its ability and in accordance with Good Industry Practice. Further, all services necessary and required to satisfactorily fulfill its obligations under this Agreement, shall be deemed to be included in the scope of Services (Annexure A to this agreement) / (Section IV of RFP document) of the Vendor. The Vendor is committed to using its


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knowledge, secured control & management system and information database for the purpose and shall provide IDBI Bank access to the Vendor’s knowledge database during the term of Agreement. The Vendor shall facilitate tapping of its pool of employees, consultants, advisors and security experts and analysts during the tenure of the Agreement as may be required. 2.2 Related Documentation The Vendor will maintain and provide all necessary documentation, registers and records in connection with the performance of Services and other related documents including for complying with Applicable Laws or any statutory requirements.

3 Performance Bank Guarantee or Performance Security: a) The Vendor shall furnish a Performance Bank Guarantee or Performance Security denominated in Indian Rupees for an amount of Rs.50.00 lacs (Rupees Fifty Lakh only) within a period of 10 days of signing of this Service Agreement. The Performance Bank Guarantee shall be as per the format given in Section VII of the RFP and the Performance Bank Guarantee or Performance Security shall be in one of the following forms:

i) A Performance Bank Guarantee issued by an Indian scheduled commercial bank except Co-operative Bank or IDBI Bank and the Performance Bank Guarantee should be valid initially for a period of three years from the date of starting the Services under the Service Agreement with a claim period of 120 days after the expiry of validity period of the Performance Bank Guarantee.

OR ii) A Fixed Deposit maintained by the Vendor with IDBI Bank for a maturity period falling

120 days after the expiry of period of three years from the date of starting the Services under the Service Agreement.

b) Without prejudice to the any other remedy available to IDBI Bank, the amount of the Performance Bank Guarantee or Performance Security shall be invoked or adjusted or liquidated or set off by IDBI Bank for any failure of Vendor in performing any of its obligations under the Service Agreement, for any reason whatsoever or for failure of the Vendor to extend or renew the Performance Bank Guarantee or Performance Security, on the same terms and conditions, within a period of 15 days from the date of extension or renewal of the Service Agreement. The decision of IDBI Bank in this regard shall be final, conclusive and binding on the Vendor.

c) In case IDBI Bank extends or renews the Service Agreement for a further period, the Vendor shall also ensure that the Performance Bank Guarantee or Performance Security is extended for the renewed or extended period, on the same terms and conditions, within a period of 15 days from the date of extension or renewal of the Service Agreement. Failure to extend or renew the Performance Bank Guarantee or Performance Security as aforesaid shall result in invocation of the same.

4. REPRESENTATIONS & WARRANTY OF THE VENDOR

4.1 The Vendor Representations & Warranties (Services) In order to induce IDBI Bank to enter into the Contract, the Vendor hereby represents and warrants as of the date hereof, which representations and warranties shall survive the term and termination hereof, the following:


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(a) The Vendor is a duly organized and validly existing under the laws of India and is in good standing under the laws of the Vendors’s business and the Vendor has full authority to enter into this Agreement and to execute, deliver and perform all of its obligations hereunder according to the terms hereof. (b) The Vendor has the expertise, resources, infrastructure, qualified manpower and information technology resources to provide the Services and hereby warrants that it shall provide the Services meeting thehighest quality standards as specified by the Bank from time to time.

(c) The Vendor has the requisite experience and expertise, resources, infrastructure, qualified manpower and other requisite resources to provide the Services and hereby represents and warrants that all Services provided hereunder shall at all times strictly conform to the requirements of this Agreement as set out herein. (d) The Vendor warrants that all Services provided hereunder shall conform to the requirements of this Agreement and the Vendor shall at all times adhere to Good Industry Practices.

(e) The Vendor warrants that it has obtained all applicable permissions, licenses, permits and consents required to provide the Services and the same are valid and subsisting that the Services shall be provided in compliance with all Applicable Laws and the provision of the Services shall not result in the breach of any Applicable Laws.

(f) That the Vendor shall procure all the necessary permissions and requisite authorities approvals, consents, no objections and licenses for providing the Services and shall keep IDBI Bank, its directors, officers, employees, representatives, consultants and agents indemnified inrelation thereto. (g) There are no strikes, lockouts or other labour disputes or any other claim, litigation, suits against the the Vendor, or to the best of the the Vendor’s knowledge, threatened and/or pending against or affecting the the Vendor / its Personnel or the properties/assets/revenues of the the Vendor and no material unfair labour practice complaint is pending or, to the best knowledge of the Vendor threatened and/or pending against the Vendor, before any Governmental authority or Court or Tribunal. (h) The Vendor has not been blacklisted or de-empanelled or debarred from providing the Services by any bank or financial institution or government or any statutory authority or regulatory authority or any other institution. (i) The Vendor is solvent.

(j) That all the representations and warranties as have been made by the Vendor with respect to its Bid and this Agreement, are true and accurate, and shall continue to remain true and accurate through the term of this Agreement. (k) That 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. (l) That there are – (i) no legal proceedings pending or threatened against Vendor including winding up or insolvency proceedings or its team which adversely affect/may affect performance under this


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Agreement; and (ii) no inquiries or investigations have been threatened, commenced or pending against the Vendor or its team members by any statutory or regulatory or investigative agencies. (m) That neither the execution and delivery by the Vendor of this Agreement nor the Vendor’s compliance with or performance of the terms and provisions of this Agreement (i) will contravene any provision of any applicable laws or any order, writ, injunction or decree of any court or governmental authority binding on the Vendor (ii) will conflict or be inconsistent with or result in any breach of any or the terms, covenants, conditions, provisions or stipulations of, or constitute a default under any agreement, contract or instrument to which the Vendor is a party or by which it or any of its property or assets is bound or to which it may be subject or (iii) will violate any provision of the Constitutional Documents (if applicable) of the Vendor.

4.2 Remedy of Deficiency in Services If in the opinion of IDBI Bank, acting reasonably, the Services have not been performed to the standards as described in this Agreement, IDBI Bank shall have the option to require the Vendor to expeditiously correct any deficiencies in the Services at no cost to IDBI Bank. Deficiencies in Services shall be determined by reviewing the quality and timeliness of the Services.

4.3 The Vendor Representations & Warranties (Personnel) (a) The Vendor shall furnish personnel with the skills and experience appropriate to satisfy with the

requirements of this Agreement (the "Vendor Personnel"). The Vendor Personnel provided under this Agreement shall possess, in the aggregate, a range of skills that would permit individual Vendor Personnel to perform job / assignment and provide the Services at operating levels as contemplated under the Agreement.

(b) The Vendor agrees to furnish Vendor Personnel on the understanding and condition that at all times such individuals shall, if so required by IDBI Bank, be under the joint supervision, direction and control of IDBI and the Vendor in performing the work / job for which Vendor Personnel have been requested. The Vendor acknowledges that nothing herein shall give rise to any obligations on the part of IDBI Bank towards the Vendor Personnel, and the Vendor alone shall remain responsible for the Vendor Personnel.

(c) The Vendor shall engage while providing Service(s) to IDBI Bank persons with good character and integrity whose backgrounds have been duly verified and who do not have any criminal record or involvement. The Vendor will furnish police verifications for the custodians executing the Service(s) for IDBI Bank.

(d) The Vendor shall at all times use all reasonable efforts to maintain discipline and good order amongst its personnel and ensure that its personnel are aware of the code of conduct governing the services including the Services and resultant disciplinary action in case of breach of code of conduct by them during the course of their engagement for provision of Services contemplated herein.

(e) The Vendor shall be responsible for compliance of all laws, rules, regulations, orders, notifications and directions applicable in the relevant state/jurisdiction of its operation in respect of its personnel (including but not limited to Minimum Wages Act, Provident Fund laws, Women's Compensation Act, Payment of Bonus Act, Payment of Gratuity Act and such other laws of relevant state/jurisdiction) and shall establish and maintain all proper records and


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registers required by any law, code, practice or corporate policy applicable to it from time to time, including records and returns as applicable under labour legislations.

4.4 Number of Vendor Personnel The actual number of the Vendor’s employees required to perform the Services, the date of commencement of the Services and the duration of the Services shall, if not already set out herein or in the bid documents be mutually determined in accordance with the provisions of this Agreement.

4.5 CHANGES IN VENDOR PERSONNEL (a) If IDBI Bank deems any of the Vendor Personnel unsuitable, incompetent, dishonest or uncooperative, it shall without delay, inform the Vendor and the Parties shall mutually consult and discuss the issue. If after such consultations and discussions, IDBI Bank still requires the Vendor to remove the concerned person, the Vendor shall do so and supply a replacement for such employee at its own cost and expense. (b) The Vendor shall not transfer, reassign or remove any of the Key Personnel (except as a result of voluntary resignation, involuntary termination for cause, illness, disability, or death) during the specified period without IDBI Bank's prior approval, which approval shall not be unreasonably withheld provided the Vendor assuring IDBI Bank that such action will not have an adverse impact on the Vendor’s performance of its obligations under the Agreement. 4.6 PAYMENT OF WAGES, BONUS ETC All employees/personnel, executives engaged by the Vendor shall be in sole employment of the Vendor and the Vendor 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 and personnel of the Vendor. The Vendor shall furnish such records and information as may be required by IDBI Bank in relation to the above and at such periodicity as may be specified by IDBI Bank. The Vendor agrees, undertakes and confirms absolutely, irrevocably, unconditionally that the entire obligation with regard to payment of minimum wages, bonus, gratuity and all other other statutory or non statutory payments which may be applicable from time to time to the employees engaged by the Vendor shall be principally with the Vendor and the Vendor shall also be liable for payment to the employees engaged by him any revision in aforesaid laws affected by appropriate Government and liability and duty of IDBI Bank shall be limited only to the extent of reimbursement of the bills properly raised/payment of fees and not otherwise. If any liability, obligation, burden, claim or cost are suffered or incurred by IDBI Bank on account of breach by the Vendor of the provisions of this clause, the Vendor shall forthwith reimburse the same to IDBI Bank without any demur or protest whatsoever. The Vendor hereby indemnifies IDBI Bank against any harm or cost or claim incurred or suffered by IDBI Bank due to breach of the Vendor in terms of the obligations herein. The Vendor will furnish proof of compliance of all labour laws requirements including obtaining licenses, filing of monthly/quarterly and annual returns and any other statutory requirement within 15 days from the due date and furnish calculations and proof of payments made to all Government/Statutory Authorities under PF, ESIC, Labour Welfare Fund Act, Payment of Bonus Act, Minimum Wages Act, Payment of Wages Act, etc., within 15 days of the statutory time limit allowed under the respective Acts.


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4.7 PAYMENT OF TAXES

The Vendor shall be solely liable for the payment of all the past, present and future central, state and local levies, direct/indirect taxes, duties, fines and penalties (including without limitation sales tax, value added tax, service tax, excise duties and customs duties, if any) by whatever name called, as may become due and payable in relation to the Services. 4.8 COMPLIANCE OF LAWS The Vendor shall also be responsible for compliance of all laws with respect to the performance of Services under this Agreement. The Vendor shall be responsible for all acts done by the Vendor Personnel engaged by him and for maintenance of proper discipline by his personnel at the premises/establishments of IDBI Bank. The Vendor shall also be responsible for maintenance of proper records as required under the provisions of various Labour Laws applicable to the Vendor and contract employees.

4.9 Key Personnel The Vendor shall cause each of the Key Personnel to devote full time and effort, for the Term for performing the Services. Note: - It is clarified that Key Personnel shall mean the one point contact with the vendor at Zonal and Corporate level.

4.10 Business Continuity Plan Vendor has put in place a business continuity plan and/or contingency plan for the purposes of ensuring continued rendering of Services undertaken by the Vendor to the IDBI Bank. The Vendor agrees to furnish the business continuity plan and/or contingency plan to IDBI Bank within a period of 07 days from signinig of this Agreement and the Vendor also agrees to make necessary changes, if any, to the business continuity plan or contingency plan as per instructions / directions given by the Bankafter examination of the plan submitted by the Vendor.

5. INSURANCE a) The Vendor shall maintain at its own expense during the Term, adequate insurance coverage including but not restricted to, comprehensive general commercial liability insurance coverage, medical insurance coverage, insurance coverage against physical loss or damage to the Vendor’s Personnel and property, fidelity insurance protecting against employees dishonesty, theft, robbery, forgery, altered documents and/or other dishonest acts and any other insurance as required by Applicable Laws and shall ensure that all such insurance policies remain in force and effect during the term/period of the Services by the Vendor. Copies of such insurance policies shall be provided to the respective IDBI Bank’s Branches/Centre every year as and when such insurance policies is taken or renewed by the Vendor. IDBI Bank has taken the "Bankers Indemnity Policy", (BIP) which inter alia covers (a) cash in transit (from the moment the cash leaves the customers' premises till it reaches IDBI Bank premises); (b) cash kept in the Vendor's premises during the day or overnight till it is deposited with IDBI Bank. The Vendor will have to strictly follow and adhere to all the guidelines and instructions issued by IDBI Bank to the Vendor from time to time relating to BIP, as any breach or violation of the guidelines would result in non-availability of the insurance cover to IDBI Bank. The Vendor will be solely responsible to IDBI Bank for any loss or damage caused to it resulting from non adherence, or breach or violation of the guidelines / instructions issued by IDBI Bank to the Vendor from time to time and also for any loss or damage caused to it resulting from negligence, carelessness and breach of trust.


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In case of any loss through the Vendor and for whatever reasons Insurance Company rejects insurance claim, in such circumstances the Vendor has to make good the loss inclusive of the excess clause of the Bankers indemnity Policy. b) IDBI Bank shall have no liability whatsoever for any loss or injury to any individual assigned to perform the Services under this Agreement or otherwise, while on IDBI Bank's premises or anywhere else as a result of malfunction of any equipment or otherwise howsoever. The Vendor will be solely liable for the aforesaid.

c) The Vendor undertakes to provide such documentary proof of compliance of this clause as may be required by the Bank or its authorities. Note: - It is clarified that there is no change in the clause and in case of Insurance Company rejects any claim, the Vendor has to make good the loss.

6. CORPORATE REPRESENTATIONS BY THE VENDOR The Vendor represents warrants and covenants that:

a) Corporate Standing It is a limited liability company duly organized, validly existing and in good standing under the laws of India and is qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure so to qualify would have a material adverse effect on its financial condition, operations, prospects or business.(modify this clause depending upon the constitution of the Vendor)

b) No violation of law: litigation The Vendor is not in violation of any Applicable Laws which violations, individually or in the aggregate, would affect its performance of any obligations under this Agreement. There are no legal or arbitration proceedings or any proceedings by or before any governmental or regulatory authority or agency, now pending or (to the best knowledge of the Vendor) threatened against the Vendor which, if adversely determined, could reasonably be expected to have a material adverse effect on the financial condition, operations, prospects or business of the Vendor or its ability to perform the obligations under this Agreement.

c) No Breach None of the execution and delivery of this Agreement, the consummation of the transactions herein contemplated or compliance with the terms and provisions hereof will conflict with or result in a breach of, or require any consent under the charter of the Vendor or any applicable law or regulation, or any order, writ, injunction or decree of any court, or any agreement or instrument or arrangement to which the Vendor is a party or by which it is bound or to which it is subject, or constitute a default under any such agreement or instrument or arrangement.

d) Corporate Action The Vendor has all the necessary power and authority to execute, deliver and perform its obligations under this Agreement; and the execution, delivery and performance by the Vendor of this Agreement has been duly authorized byall necessary action on its part; and this Agreement has been duly and


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validly executed and delivered by the Vendor and constitutes legal, valid and binding obligations of the Vendor enforceable in accordance with its terms.

7. CANCELLATION / SUSPENSION / MODIFICATION OF SERVICES IDBI Bank may at its sole discretion suspend, cancel or modify all or any portion of the Services not yet performed without becoming liable to pay the Vendor any costs, charges or compensation in respect of such suspension, cancellation or modification. IDBI Bank shall be entitled to suspend, modify or cancel the Services by providing 7 (seven) days notice in writing to the Vendor and the Vendor shall be entitled for payment upto the date of such modification, cancellation or suspension becoming effective. Any monies paid by IDBI Bank to the Vendor as advances prior to any cancellation or suspension, shall, in so far as they relate to Services not yet rendered by the Vendor at the time of suspension or cancellation, be forthwith refunded by the Vendor to IDBI Bank.

8 PAYMENT OF FEES

8.1 Invoicing (a) IDBI Bank shall pay the Fees to the Vendor upon receipt of the Vendor’s invoice(s), raised in accordance with the Billing and Payment Methodology set out in Annexure B. (b) Vendor shall submit its invoice(s) and supporting documents in both soft and hard copy to the respective branch which has availed the services of the Vendor. A soft copy of the same should be sent to the email id of the handling official at the Head Office. (c) All invoices shall be duly certified by IDBI Bank if it contains requisite details and shall be supported by a certificate signed by the Authorized Signatory(s) of Vendor/IDBI Bank. 8.2 Payments In consideration of the Services, IDBI Bank shall make payment in respect of the invoices raised and prepared by the Vendor as per the provisions of Annexure B. The Vendor shall be responsible for its own as well as its personnel’s income tax. The Fees or the rates mentioned in Annexure B are comprehensive and inclusive of all duties, levies, taxes, costs, charges and incidental expenses and are not subject to escalation (other than yearly hike as per the RFP) or any re-openers. Apart from the amounts computed in accordance with Annexure B, no further sums, charges, fees, costs or consideration of any nature whatsoever shall be payable by IDBI Bank to Vendor in respect of the Services or any portion thereof. All payments made by IDBI Bank to Vendor shall be subject to requisite statutory deductions. IDBI Bank shall provide to Vendor on Vendor's request the tax receipts / TDS Certificates / other certificates in this behalf so as to enable Vendor to claim any tax credits.

9. DISPUTED PAYMENTS & SETOFF 9.1 IDBI Bank reserves the right to dispute /withhold payments / further payment due to the Vendor under this or any other contract if the Vendor has not performed the Services in accordance with the provisions of this Agreement. In the event IDBI Bank disputes payment, IDBI Bank will inform the Vendor of the same in writing, and the Parties will attempt to settle the payment dispute under the amicable settlement procedures set out herein. If the Parties agree that the Services were not performed in accordance with this Agreement, then such disputed payment, if any, shall – (i) if already paid by IDBI Bank to the Vendor be forthwith refunded by the Vendor; and (ii) if payable or outstanding, shall cease to be so payable or outstanding. Note: - It is clarified that there would not be any changes in the above mentioned clauses.


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9.2 IDBI Bank shall apply any damages or non-conformance compensation or other amounts due or accrued to IDBI Bank under this Agreement to reduce any amount due or accrued to the Vendor under this Agreement or any other arrangement. Note: -It is clarified that there would not be any changes in the above mentioned clauses. 9.3 The Vendor shall not reduce any damage or non-conformance compensation or other amount due or accrued to IDBI Bank under this Agreement (by set-off or otherwise). 10. TAXES 10.1 The Vendor and its directors shall be solely liable for the payment of all taxes, duties, fines, penalties, etc., by whatever name called as may become due and payable under the local, state and / or central laws, rules and / or regulations as may be prevalent and as amended from time to time in relation to the Services rendered pursuant to this Agreement. New additional taxes levied by the Government, if any, will be chargeable extra as per actual. 10.2 Notwithstanding anything contained in this Agreement, IDBI Bank shall not be liable nor responsible for collection and / or payment of any such taxes, duties, fines, penalties etc., by whatever name called, that are due and payable by the Vendor under the local, state and / or central laws, rules and / or regulations as may be prevalent and as amended from time to time.

11. CONFIDENTIALITY AND DISCLOSURES 11.1 The Parties agree that they shall hold in trust any Confidential Information received by either

Party, under this Agreement, and the strictest of confidence shall be maintained in respect of such Confidential Information. The Parties also agree:

(i) To maintain and use the Confidential Information only for the purposes of this Agreement and only as permitted herein

(ii) To only 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) To restrict access and disclosure of Confidential Information to such of their employees, security analysts and consultants and advisers strictly on a "need to know" basis, to maintain confidentiality of the Confidential Information disclosed to them in accordance with this Clause and

(iv) To treat Confidential Information as confidential for a period of five (5) years from the date of receipt. In the event of earlier termination of this Agreement, the Parties hereby agree to maintain the confidentiality of the Confidential Information for a further period of two (2) years from the date of such termination.

11.2 Confidential Information in oral form must be identified as confidential at the time of disclosure and confirmed as such in writing within 30 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 Agreement;


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(iii) Information in the public domain as a matter of law; (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 written consent of the other Party. The recipient shall have the burden of proving that Clause 11.2 (i) and (ii) above are applicable to the information in the possession of the recipient.

11.3 Confidential Information shall at all times remain the sole and exclusive property of the disclosing

Party. Upon termination of this Agreement, 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.

11.4 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 Agreement 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 Agreement.

11.5 Vendor agrees to restrict access and disclosure of any information or data or documents under this

Agreement to such of its employees/officers or other persons strictly on a "need to know" basis. 11.6 The provision of this clause shall survive termination of the Agreement till such Confidential

Information enters public domain. 12. INDEMNIFICATION

12.1 Indemnity by the Vendor The Vendor agrees to indemnify and keep indemnified, defend and hold harmless IDBI Bank and its officers, directors, employees and agents from and against any third party claim, demand, suit, action or other proceeds brought against IDBI Bank and all losses damages, awards settlements, liabilities, claims, obligation and all losses, liabilities, claims, obligations, costs, expenses related thereto (including, without limitation, reasonable attorneys’ fees), arising before or after completion of Services, in connection with (i) The Vendor's breach of the representations and warranties specified in this Agreement;or (ii) Acts or omissions of, negligence, or misconduct by the Vendor; or (iii) The fault or negligence of the Vendor, its officers, employees, agents, security analysts,

consultants, advisors and/or other representatives; or (iv) Any other act or omission of the Vendor


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For the purposes of this Agreement, the Vendor shall include the Vendor, its personnel, employees, consultants, and / or other authorized persons.

12.2 Survival of Indemnity The responsibility to indemnify set forth in this Clause shall survive the termination of this Agreement for any reason with regard to any indemnity claims arising in relation to the performance hereof.

13. LIABILITY OF THE VENDOR 13.1 The Vendor shall be liable to IDBI Bank for all or any claims, damages and expenses of any

nature whatsoever arising directly or indirectly from any negligent, dishonest, criminal or fraudulent act of any individual assigned by the Vendor for the performance of the Services under this Agreement and / or for any loss and / or damage caused to the property of IDBI Bank.

13.2 The Vendor shall compensate IDBI Bank for any loss and / or damage caused to IDBI Bank,

within 7 (Seven) days from the date of mishap / incidence, as a consequence of non-compliance of all or any of the terms of this Clause, for the misconduct or negligence of all or any of its employees, representatives or any individual assigned for the performance of the Services under this Agreement or for any direct, special or consequential damages to IDBI Bank as a result of non-performance. In the event of such a claim for loss or damages being made by IDBI Bank as may be quantified by IDBI Bank, IDBI Bank shall be entitled to adjust such amounts as claimed against the future or outstanding payments due to the Vendor.

13.3 In the event of this Agreement is terminated consequent to the non-compliance of the provisions

of this Clause, no further liabilities or obligations shall accrue to IDBI Bank except for any charges due and owing at the time of such termination, for the Services rendered under this Agreement prior to such termination.

14. TERM & TERMINATION OF THE AGREEMENT

14.1 Term This Agreement shall be effective from the date of starting of Services under this Agreement

and shall continue to be in full force and effect for a period of 3 (three) years ("Term") unless terminated earlier by IDBI Bank in accordance with the provisions mentioned herein. Thereafter, this Agreement may at the sole discretion of IDBI Bank be renewed for further period to be decided by IDBI Bank ("Renewal Term"), by mutual agreement of the Parties in writing on the terms and conditions stipulated by IDBI Bank. The Fees for the Services under the renewed agreement shall be on the existing terms and conditions.

14.2Termination by IDBI Bank (a) IDBI Bank shall be entitled to terminate this Agreement without assigning any reason

whatsoever and without payment of any costs, charges or compensation by providing a written notice of 30 (Thirty) days to the Vendor. The decision of IDBI Bank for termination shall be final and binding on the Vendor.


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(b) IDBI Bank shall be entitled to terminate this Agreement on any one or more of the following grounds:

(i) If the Vendor defaults in the performance of any of its Services under this Agreement;or (ii) If the Vendor fails or refuses to perform the Services in the manner and / or within the time

frames agreed in this behalf or abandons the Services or any part thereof; or (iii) If the Vendor fails to start the required CDP Services to the satisfaction of IDBI within one

months of written intimation from the Bank ; or (iv) If the Vendor delivers non conforming Services, in whole or in part; or (v) If the Vendor fails to provide adequate assurance of the Vendor's ability to meet the time frames

of an assignment forming part of the Services; or (vi) If the Vendor, intentionally or unintentionally, disregards or violates any Applicable Laws or

conditions of any applicable permits; or (vii) If the Vendor fails to correct defects and deficiencies in any Services in a timely manner; or (viii) If any of the representations or warranties provided by the Vendor are found to be false or

incorrect; or (ix) If the Vendor breaches any term of this Agreement; or (x) If a petition for insolvency, winding up or dissolution is filed against the Vendor or any court

receiver is appointed as receiver of all or any of the properties / assets of the Vendor; or

(xi) If any proceedings civil or criminal, litigations civil or criminal is intiated or filed against the Vendor or any of their directors; or

(xii) If in the opinion of IDBI Bank the interest of IDBI Bank are jeopardized in any manner

whatsoever ; orIf in the opinion of IDBI Bank it is expedient in the public interest or interest of IDBI Bank are to terminate this Agreement.

(c) In the event of the occurrence of any of the above, IDBI Bank may, at its sole discretion engage

the services of another vendor for a temporary period and written intimation of such engagement shall be given to the Vendor which shall be binding on them. The Vendor will have no right to object under any circumstances what so ever.

(e) The Vendor shall not have the right to terminate the Agreement. 14.3 Consequences of termination 14.3.1 If IDBI Bank elects to terminate this Agreement under the provisions of Clause 14.2 above, the

Vendor shall, without prejudice to any other rights or remedies of IDBI Bank in this Agreement or at law or in equity, do one or more of the following:


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14.3.2 As directed by IDBI Bank, promptly hand over all monies, materials, data, information,

documents, floppies, CDs, stationeries, etc. in respect of which IDBI Bank shall have the right of ownership to and / or possession of under the terms of this Agreement or which may have been accumulated by the Vendor in performing the Services.

14.3.3 Any monies, if paid by IDBI Bank to the Vendor as advances prior to any termination, shall, insofar as they relate to Services not yet rendered by the Vendor at the time of termination, be forthwith refunded by the Vendor to IDBI Bank. .

14.3.4 In case of termination the Vendor shall not be entitled to any benefits under this Agreement but would continue to be liable towards any antecedent liability, all obligations accrued before the date of termination and also for the obligations that must be fulfilled after termination. Notwithstanding the termination, the Vendor agrees to continue to perform the Services for IDBI Bank even after termination in the same manner as if the contract was not terminated till the time new Vendor is appointed by IDBI Bank.

14.3.5 Notwithstanding anything herein to the contrary, IDBI Bank may withhold payments, if any, to

the Vendor for the purposes of offset of amounts owed to IDBI Bank pursuant to the terms of this Agreement until such time as the exact amount of damages due to IDBI Bank from the Vendor is fully determined.

14.3.6 In the event of termination of the Agreement for any reason, the fact of termination would be publicized by / intimated to in the news papers / Regulatory bodies / other Banks / FIs / Government bodies etc. by IDBI Bank so as to ensure that the customers do not continue to entertain the Vendor.

15. DISPUTE RESOLUTION MECHANISM 15.1 The Parties shall use their best efforts to amicably settle all disputes arising out of or in connection with this Agreement in the following manner: (i) The Party raising the dispute shall address to the other Party a notice requesting an amicable settlement of the dispute within ten (10) days of receipt of the notice. (ii) The matter will be referred for negotiation between Corporate Head, Retail Banking & Branch Operations of IDBI Bank and Chief Executive Officer of the Vendor. The matter shall then be resolved by them and the agreed course of action documented within a further period of 05 days. Note: - It is clarified that from the Vendor’s side that apart from the Chief Executive Officer, any Whole Time Director of the Vendor specifically authorized for this purpose by the Board of Directors may also be referred for negotiation. 15.2 The Parties agree that any dispute between the Parties, which cannot be settled by negotiation in the manner described in hereinabove , may be resolved exclusively by Courts and such dispute may be submitted by either Party to the exclusive jurisdiction of Courts in Mumbai only. Each party shall bear its own cost of litigation. 15.3 The Vendor shall not be entitled to suspend the provision of the Services, pending resolution of any disputes between the Parties and shall continue to render the Services in accordance with the provisions of the Agreement notwithstanding the existence of any dispute between the Parties or the subsistence of any litigation or other proceedings.


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16. NOTICES All notices, requests, consents, waivers or other communication required or permitted hereunder shall be in writing and shall be deemed properly served: (i) if delivered by hand and received by an authorized employee or officer of the Party, (ii) 3 days after being given to a reputed courier with a reliable system for tracking delivery, (iii) upon receipt of confirmation receipt when sent by facsimile; or (iv) 7 days after the date of dispatch by certified or registered mail, Postage prepaid, return receipt requested; and (v) immediately when sent by electronic mail. All notices and other communication shall be addressed as follows:

In the case of the Vendor

Attn: Mr. / Ms. Tel: +91-22- Fax: +91-22- Email:

In the case of IDBI Bank IDBI BANK LTD.

Attn: Mr / Ms. Tel: +91- Fax: +91- email:

A Party may change its address and / or addressee for notification purposes at any time during the term hereof by giving the other Party written notice in accordance with the terms hereof and the date on which such change will become effective. 17 PUBLICITY: The Vendor or its employees and representatives shall not use the name and / or trademark / logo of IDBI Bank in any sales or marketing publication or advertisement, or in any other manner without prior written consent of IDBI Bank.

18. MISCELLANEOUS 18.1 The Vendor under this Agreement agrees that in performance of Services under this Agreement,

they will not make or offer to make any payments to or confer, or offer to confer any benefit upon any employee agent or fiduciary of any third party with the intent of influencing the conduct of such employer, agent or fiduciary in relation to the business of such third party, in connection with the Service(s) to be provided under this Agreement.

18.2 The Vendor agrees, represents and warrants that no IDBI Bank’s officer, director, employee or

immediate family member thereof (collectively ‘IDBI Bank personnel’) has received or will receive anything of value of any kind from the Vendor or its officers, directors, employees or agents in connection with this Agreement, and that no IDBI Bank’s Personnel has a business relationship of any kind with the Vendor or its officers. This clause shall survive the termination of this Agreement.


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18.3 Breach of the above clause will lead to termination of this Agreement and no further liabilities or

obligations shall accrue to IDBI Bank except for any charges due and owing at the time of such termination, for the Service(s) rendered under this Agreement prior to such termination.

18.4 Subcontracting: The Vendor shall not employ the services of any sub contractor directly or indirectly.

18.5 Assignment (a) This Agreement shall not be assigned either fully or in part by the Vendor to any third party.

IDBI Bank may, in whole or in part, assign this Agreement to any third party without the consent of the Vendor.

(b) Nothing contained herein shall prevent the use by or the assignment of this Agreement by IDBI Bank.

18.6 Relationship between Parties (a) The Vendor is serving as an independent Vendor to IDBI Bank hereunder, and this

Agreement creates no partnership, agency, pooling or joint venture relationship between the Parties, and no employment relationship between IDBI Bank and the employees, consultants, representatives of the Vendor.

(b) The Vendor's personnel, employees, consultants, advisors, etc. have no authority / right to bind IDBI Bank in any manner whatsoever. It is also clarified that the personnel or employees being provided by the Vendor shall be employed solely by the Vendor and governed by terms of the employment entered by the Vendor with them.

(c) Vendor shall be solely responsible and liable in the event of any adverse claim of whatsoever nature made on IDBI Bank by the employees of the Vendor.

(d) Vendor shall not use the Trademark and/or trade name and/or logo and/or letterhead of IDBI Bank in any manner.

18.7 Entire Agreement This Agreement, together with the attachments, annexures and the other bid documents shall constitute the entire understanding of the Parties concerning the subject matter hereof and supersede any and all prior oral or written representations, understandings or agreements relating thereto.

18.8 Amendment No modifications, alterations, amendment or waivers of any provisions herein contained shall be binding on the Parties hereto unless evidenced in writing signed by duly authorized representatives of both Parties. Vendor further agrees that it shall execute with the IDBI Bank any document in the form and manner satisfactory to the IDBI Bank for the purpose of amending this Agreement pursuant to and in conformity with RBI guidelines/ directions or guidelines/directions issued by any other regulatory body from time to time.

18.9 No Waiver The failure of either party, at any time during the Term hereof, to require performance by the other Party of any provision of this Agreement shall in no way affect the full right to require such performance at any time thereafter. The waiver by either party of a breach of any provision of this Agreement does not


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constitute a waiver of any succeeding breach of the same or any other provision, nor shall it constitute a waiver of the provision itself.

18.10 Severability If any provision of this Agreement is declared or found to be illegal, unenforceable or void, the Parties shall negotiate in good faith to agree upon a substitute provision that is legal and enforceable and is as nearly as possible consistent with the intentions underlying the original provision. If the remainder of this Agreement is not materially affected by such a declaration or finding and is capable of substantial performance, then the remainder shall be enforced to the extent permitted by law.

18.11 Maintenance of Records, Inspection/ Audit

(a) All the records of Vendor with respect to any matters covered by this Agreement shall be made available to the IDBI Bank or its designees and regulators including RBI, at any time during normal business hours, as often as the IDBI Bank deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Said records are subject to examination. The cost of the audit will be borne by the IDBI Bank. The scope of such audit would be limited to Service Levels being covered under the contract, and financial information would be excluded from such inspection, which will be subject to the requirements of statutory and regulatory authorities. Vendor agrees to maintain all records accounts including registers / documents etc. as per instructions of the IDBI Bank from time to time and ensure safe and proper custody and preservation of all records, accounts including documents etc. (b) IDBI Bank shall at all reasonable times, without any advance notice shall have access to any site where the Vendor are performing 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.

(c) The Vendor 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 Vendor for a minimum period of 3 (three) years from the date the record is made. However the Bank may consider taking over the records from the vendor from time to time at its sole discretion. Vendor agrees that the IDBI Bank shall be entitled to inspect and audit the records maintained by Vendor through its officers/employees or agents / auditors as may be decided by the IDBI Bank at its sole discretion and Vendor hereby undertakes to promptly produce all records and information required for this purpose / for the purposes of inspection and audit. Vendor shall provide access, to the officers / employees / representatives / agents or auditors of the Bank to the premises / places where such records are kept / maintained. The IDBI Bank shall have a right to obtain copies of any audit report, review reports and findings made on the Vendor.

(d) The Vendor shall, co-operate with IDBI Bank’s, internal or external auditor to assure a prompt and accurate audit. The Vendor 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


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completion of such audit or review, the Vendor shall be bound and liable to reimburse to IDBI Bank such discrepancies or overcharges and for the cost of the audit. Note: - It is reiterated and clarified that in case of discrepancies, duplicate payment or overcharges being discovered, the cost of audit will also be recoverable from the Vendor. (e) In no event shall IDBI Bank be liable for any indirect, special or consequential damages which may arise under this Agreement. (f) In the event of Reserve Bank of India (RBI) deciding to take up inspection of the services, RBI shall have all the rights of IDBI Bank under this contract for inspection/ audit and Vendor shall cooperate with RBI/ IDBI Bank to carry out the inspection/ audit.

(g) Vendor specifically agrees that the Bank has full right to monitor and assess the performance of services by Vendor and wherever the Bank discovers any deficiency or non-performance of the services up to the mark, the Bank shall instruct the Vendor in writing and Vendor agrees to rectify the deficiencies or to ensure compliance of the instructions of the IDBI Bank.

19. Penalty The Vendor shall be liable to pay monetary penalties to IDBI Bank for delayed services, deficient services, or inadequate services or interruption in the services for reasons attributable to the Vendor. It is agreed that IDBI Bank will have sole discretion to decide the quantum of penalty. This clause will survive the expiration, cancellation or termination of this Agreement. Further, IDBI Bank shall have the right to recover the amount of penalty from the monthly bill payments. . Note: - It is reiterated and clarified that IDBI Bank will have the sole discretion to decide the quantum of penalty. 20. Compliance with RBI and other Regulatory requirements IDBI Bank / Vendor 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 Vendor undertakes 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 this Agreement and should be read as forming part of this Agreement and the Agreement will stand amended to be in conformity with RBI guidelines or guidelines applicable issued by any other Regulator. 21. Statutory Requirements and Right of inspection by RBI a) The Agreement 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 Agreement nothing shall be done by the Vendor in contravention of any law, act and/ or rules/regulations, there under 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.


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b) During the tenure of the Agreement, 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 Vendor 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 Vendor within a reasonable time. The Vendor shall preserve the information, documents and records in accordance with the legal, statutory, regulatory obligations as per applicable laws. c) Vendor agrees that it shall allow access to Reserve Bank of India (RBI) or persons authorized by RBI or its employees/officers or other persons to inspect and access the documents, accounts, records of transactions and all necessary information in possession of, or stored or processed by the Vendor within a reasonable time. The persons authorized by RBI shall have right to obtain copies of the records, information etc. in possession of Vendor. Vendor further agrees that in case access is not allowed to the persons authorized by RBI for the purposes of inspection which results in imposition of supervisory fees by RBI upon the IDBI Bank, and the IDBI Bank is required to pay such supervisory fees to RBI, VENDOR shall be liable to reimburse to the IDBI Bank such fees including any penalty, interest levied and recovered by RBI. 22. Ownership and Retention of Documents a) IDBI Bank shall own the documents, prepared by or for the Vendor arising out of or in

connection with the Agreement. b) Forthwith upon expiry or earlier termination of the Agreement and at any other time on demand

by IDBI Bank, the Vendor shall deliver to IDBI Bank all documents provided by or originating from IDBI Bank and all documents produced by or from or for the Vendor in the course of performing the Service(s), unless otherwise directed in writing by IDBI Bank / Purchaser at no additional cost.

c) The Vendor shall not, without the prior written consent of IDBI Bank store, copy, distribute or retain any such documents. The Vendor shall preserve all documents provided by or originating from IDBI Bank and all documents produced by or from or for the Vendor in the course of performing the Service(s) in accordance with the legal statutory and regulatory obligations of IDBI Bank in this regard. 23. Force Majeure The Vendor shall be liable for default or non-performance of the obligations under the Agreement, even if such default or non-performance of the obligations under this contract is caused by any reason or circumstances or occurrences beyond the control of the Vendor i.e. Force Majeure. The Vendor shall continue to perform / render / discharge obligations as far as they can reasonably be attended / fulfilled and shall seek all reasonable alternative means for performance affected by the event of Force Majeure.For the purpose of this clause, “Force Majeure” shall mean an event caused by acts of God, wars, riots, earth quake, flood, fire, strike and natural calamity.

24. Set off IDBI Bank may deduct or retain out of any monies, which may be due or become due to the Vendor hereunder or otherwise, any amounts owed by the Vendor to IDBI Bank hereunder or otherwise. 25. GOVERNING LAW / JURISDICTION, STAMP DUTY AND OTHER CHARGES:

This Agreement shall be governed by and construed in accordance with the laws of India and shall be subject to the exclusive jurisdiction of the courts of Mumbai. The Vendor hereby agrees, undertakes and confirms irrevocably, unconditionally and absolutely that the entire obligation


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with regard to payment of stamp duty, registration charges and any other costs and expenses shall solely rest upon the Vendor and the Vendor shall be liable to pay the same.

26 Headings The headings given to the Clauses herein are inserted only for convenience and are in no way to be construed as part of this Agreement or as a limitation of the scope of the particular Clause to which the title refers.

27. Survival Any provisions of this Agreement which, either expressly or by implication, survive the termination or expiration of this Agreement, shall be complied with by the Parties in the same manner as if the present Agreement is valid and in force IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed on the date, month and year hereinabove written

SIGNED AND DELIVERED BY The withinnamed VENDOR ……… In the presence of:

) ) ) ) )

SIGNED AND DELIVERED BY the within named IDBI Bank Ltd. In the presence of:

) ) ) )


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ANNEXURE A

SERVICES TO BE PROVIDED BY VENDOR

Type of Service I - Cash Delivery and Cash/Cheque* Pick-up (On Beat) II - Cash Delivery and Cash/Cheque* Pick-up ( Per-Call) III - Cash delivery to customers (from IDBI Bank branches/Offices) IV - Cash Delivery service to customer (through the vault at Vendor's premises) V - Intra-City/Inter-city Cash inTransit Services VI - Cash processing & sorting at Vendor/Bank premises (during day/overnight) VII - Overnight Vaulting at Vendor premises VIII - Daily Reconciliation & MIS Reporting IX - Network Currency Management facility and cash disposal / burial Note: Services should be provided on all days, including Holidays and Sundays

*Cheques to be picked up only for those customers availing CDP Facility and only on the days on which cash is to be picked up. The services required will vary for each location / branch. IDBI Bank will send intimation letter to Vendor providing details for each location from time to time along with the detailed process flow. The Vendor will convey acceptance of the same on the duplicate copy of the said intimation letter. The said accepted letter will form part of this Agreement.


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ANNEXURE B

BILLING & PAYMENT SETTLEMENT SCHEDULE

1. All the bills pertaining to the services to be rendered by the Vendor would be controlled

centrally at Corporate Office. 2. The local offices of the Vendor shall submit the soft copies of the transaction wise details to the

respective Branches/CCs by the second day of completion of transaction through a web-based application to be provided by the Bank. The Branch will provide the confirmation to the vendor for transactions. All such accumulated transactions at the end of month will be covered in an invoice for the month for the services rendered by the Vendor (i.e. CDP, Remittance, Other services separately) which will be sent by the Vendor to the Branch and Branch will confirm the same and take a print out and send to the APU of IDBI Bank for payment. This billing system is being developed in order to avoid delays and differences in bills.

3. In case of any discrepancy in the bill, the same would be intimated by the branch/location to the

Vendor and the bill will be paid on raising the fresh bill after rectifying the discrepancies. 4. After obtaining authorization from the local branch /office of the Bank, the local office of the

Vendor will send the details of the bill to the Central Office of the Vendor. The Central Office of Vendor would raise the final bill and send it back to the respective branch/locations immediately.

5. IDBI Bank’s Branches will process and recommend Corporate Office for payment of the monthly bills as per the approved charge matrix of Vendor.

6. The Vendor shall submit a “No Dues Certificate” immediately upon receipt of payment for a particular month, in the form and manner prescribed by IDBI Bank, certifying settlement of all previous bills except those specifically mentioned in the said “No Dues Certificate”.

7. The central office of the Vendor would submit a certificate from the Company Secretary stating that amount paid by way of salary, statutory benefits such as Provident Fund, ESI, Maternity benefit and all periodic labour welfare payments as per applicable law have been paid and there are no outstanding dues in this regard. This certificate should be sent latest by 15th of the following month, to the corporate office of the IDBI Bank in respect of all services rendered under this agreement.

8. The mode of payment of bills will be by direct credit to the bank account of vendor. However, it can be modified by the Bank from time to time and will be at the sole discretion of the Bank.

9. Payment of bills will be subject to the prevailing ‘Tax Deduction at Source (TDS)’ guidelines as on the date of payment.

Note : IDBI is developing web-based application to provide interface to local offices/branches of the empanelled vendors to key in day-to-day transactions on real time basis. The interface is aimed at reconciling the transactions initiated at Vendor’s end and confirm on daily basis to settle vendors bill within given timeframe to avoid delays if any. The web based system called “Vendors Bills Management System” (VBMS) is being developed by IDBI to control, monitor and facilitate payment of vendor’s bills in time. VBMS will be launched shortly. The bidder is required to have infrastructure, procedure, systems to meet the requirement of VBMS being introduced by IDBI Bank and other requirements including data base management to cope up with the VBMS.


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Format of the bills / Invoice:

1. There should be a covering letter stating the billing month, net amount and the summary of all the bills submitted for that month for a particular branch.

2. Supporting documents with details of the services executed by the vendor to the branches/office describing date of execution, name of the customers/branch or bank location visited, amount picked-up, charges as per agreed rate/terms, extra kms / hours utilized (if any), cash processed etc., alongwith certificate from the authorized officials of the branch/office of IDBI Bank.

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Section VIII

List of Branches in Mumbai Zone under each Region

Zone Region Branch City/Area covered under

Mumbai Mumbai I Nariman Point Mumbai

Mumbai Mumbai I Khar Mumbai Mumbai Mumbai I Chembur Mumbai

Mumbai Mumbai I Warden Road Mumbai

Mumbai Mumbai I Prabhadevi Mumbai Mumbai Mumbai I Andheri Mumbai Mumbai Mumbai I Kalbadevi Mumbai

Mumbai Mumbai I Mumbai Main Branch Mumbai

Mumbai Mumbai I Versova Mumbai

Mumbai Mumbai I Nana Chowk Mumbai

Mumbai Mumbai I Andheri West Mumbai

Mumbai Mumbai I Bandra Mumbai

Mumbai Mumbai I Ville Parle [West] Mumbai

Mumbai Mumbai I Lower Parel [ West ] Mumbai

Mumbai Mumbai I Sion (West) Mumbai Mumbai Mumbai I Fort Mumbai Mumbai Mumbai I Girgaon Mumbai Mumbai Mumbai I Dadar 14 Mumbai Mumbai Mumbai I Vile Parle Mumbai Mumbai Mumbai I Dadar 28 Mumbai

Mumbai Mumbai I Marol Mumbai Mumbai

Mumbai Mumbai I Prabhadevi Mumbai Mumbai Mumbai I Bandra Mumbai Mumbai Mumbai I Andheri Mumbai

Mumbai Mumbai I Mumbai – Lalbaug Mumbai

Mumbai Mumbai I JVPD- Scheme Mumbai

Mumbai Mumbai I Mumbai – Chembur Mumbai

Mumbai Mumbai I Mumbai – Mahim Mumbai


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Mumbai Mumbai I Jaslok Mumbai

Mumbai Mumbai I MUMBAI -CPC - MULUND Mumbai

Mumbai Mumbai I BandraKural Complex Mumbai Mumbai Mumbai I Mumbai – Wadala Mumbai

Mumbai Mumbai I Matunga East - King Circle Mumbai

Mumbai Mumbai I OSHIWARA Mumbai Mumbai Mumbai II Borivali Mumbai Mumbai Mumbai II Malad Mumbai Mumbai Mumbai II Kandivali Mumbai Mumbai Mumbai II Vasai Mumbai

Mumbai Mumbai II Kalina- Santacruz Mumbai

Mumbai Mumbai II Virar Mumbai Mumbai Mumbai II Powai Mumbai

Mumbai Mumbai II Goregaon [East] Mumbai

Mumbai Mumbai II Borivali [West] Mumbai

Mumbai Mumbai II Malad Mumbai Mumbai

Mumbai Mumbai II Vasai Mumbai

Mumbai Mumbai II Kandivali [ East ] Mumbai

Mumbai Mumbai II Nalasopara Mumbai Mumbai Mumbai II Dahisar Mumbai

Mumbai Mumbai II Goregoan (West) Mumbai

Mumbai Mumbai II Kandivali ,Thakur Village Mumbai

Mumbai Mumbai II NalaSopara Mumbai Mumbai Mumbai II Vasai Mumbai

Mumbai Mumbai II Borivali East Mumbai

Mumbai Mumbai II GAS GAS Mumbai Mumbai II Kelve Road Kelve Road Mumbai Mumbai II Betegaon Betegaon Mumbai Mumbai II SHIRGAON SHIRGAON Mumbai Mumbai II Boisar Boisar Mumbai Mumbai II Palghar Palghar Mumbai Mumbai II Dahanu Dahanu Mumbai Mumbai II Bhayandar Bhayandar


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Mumbai Mumbai II Mira Road Mumbai

Mumbai Mumbai III Vashi Navi Mumbai

Mumbai Mumbai III Belapur Navi Mumbai

Mumbai Mumbai III Nerul Navi Mumbai

Mumbai Mumbai III Sanpada Navi Mumbai

Mumbai Mumbai III Airoli Navi Mumbai

Mumbai Mumbai III Koparkhairane Navi Mumbai

Mumbai Mumbai III Vashi Navi Mumbai

Mumbai Mumbai III Navi Mumbai - Mahape Navi Mumbai

Mumbai Mumbai III Nhavaseva Navi Mumbai

Mumbai Mumbai III Rasayani Rasayani Mumbai Mumbai III Goregaon R Goregaon R

Mumbai Mumbai III PoynadAlibag PoynadAlibag

Mumbai Mumbai III Sangade Sangade

Mumbai Mumbai III DahivaliTarfGovele DahivaliTarfGovele

Mumbai Mumbai III Diksal Diksal

Mumbai Mumbai III Dapoli – Raigad Dapoli - Raigad

Mumbai Mumbai III Nandvi Nandvi Mumbai Mumbai III Dhalghar Dhalghar Mumbai Mumbai III Nandgaon Nandgaon Mumbai Mumbai III Kharavli Kharavli Mumbai Mumbai III Vave Vave Mumbai Mumbai III Dolavali Dolavali Mumbai Mumbai III Dhokawade Dhokawade

Mumbai Mumbai III Kolhare – Damote Kolhare - Damote

Mumbai Mumbai III Taloja Taloja Mumbai Mumbai III Kharghar Kharghar

Mumbai Mumbai III Kharghar Sec 35 Kharghar

Mumbai Mumbai III Alibagh Alibagh Mumbai Mumbai III Pen Pen Mumbai Mumbai III Karjat Karjat Mumbai Mumbai III Mahad Mahad Mumbai Mumbai III Khopoli Khopoli


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Mumbai Mumbai III Roha Roha Mumbai Mumbai III Murud Murud Mumbai Mumbai III New Panvel New Panvel Mumbai Mumbai III Panvel Panvel Mumbai Mumbai III Kalamboli Kalamboli Mumbai Mumbai III Kamothe Kamothe Mumbai Nashik Nashik Nashik Mumbai Nashik Nasik Nasik Mumbai Nashik Nasik D N Nasik D N

Mumbai Nashik PathardiPhataNashik (Mumbai Road) PathardiPhataNashik

Mumbai Nashik Yesgaon Yesgaon Mumbai Nashik Peint Peint Mumbai Nashik Gulvanch Gulvanch Mumbai Nashik Malgaon Malgaon Mumbai Nashik Dudhale Dudhale Mumbai Nashik Dyane Dyane Mumbai Nashik Sinner Sinner Mumbai Nashik PimpalgaonBaswant PimpalgaonBaswant Mumbai Nashik Satana Satana Mumbai Nashik Shahade Shahade

Mumbai Nashik Shirpur-Warwade Shirpur-Warwade

Mumbai Nashik Ghoti Ghoti Mumbai Nashik Deolali (Cb) Deolali (Cb) Mumbai Nashik Ozar Ozar Mumbai Nashik Lasalgaon Lasalgaon Mumbai Nashik Dhule Dhule Mumbai Nashik Malegaon Malegaon Mumbai Nashik Nandurbar Nandurbar Mumbai Thane Ghatkopar Mumbai Mumbai Thane Thane Thane Mumbai Thane Mulund Mumbai Mumbai Thane Thane - Ghodbunder Rd Thane Mumbai Thane Dombivali E Thane Mumbai Thane Kalyan [ West ] Thane Mumbai Thane Thane Main Thane Mumbai Thane Mulund [ East ] Thane Mumbai Thane Dombivali W Thane


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Mumbai Thane DombivaliRamnagar Thane Mumbai Thane VasantVihar Thane

Mumbai Thane Wagle Estate - Thane Thane Mumbai Thane Bhandup Thane Mumbai Thane Titwala Thane Mumbai Thane Khadakpara, Kalyan Thane

Mumbai Thane Mumbai - Vidyavihar Mumbai

Mumbai Thane Kasarvadavali, Thane Thane

Mumbai Thane Kharegaon, Kalwa, Thane Thane

Mumbai Thane Khodala Khodala Mumbai Thane Kudus Kudus Mumbai Thane Mahapoli Mahapoli Mumbai Thane Asangaon Thane Mumbai Thane Ulhasnagar Thane Mumbai Thane Ambernath Thane Mumbai Thane Bhivandi Thane Mumbai Thane Badlapur Thane Mumbai Thane AnjurPhata, Bhiwandi Thane

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