idbi bank ltdthe information contained in this request for proposal ... (cc) at the bkc for the...

RFP for Appointment of Service Provider for CASH Pick up and Related

Activities for CMS Collection, Mumbai Zone

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Table of Contents

Sl. No. Description Page No.

1 RFP Cover Page 1

2 Table of Contents 2

3 Tender Notice 3

4 Document Control Sheet 4

5 Disclaimer 5-6

6 Section - I : Request For Proposal 7-9

7 Section – II : Eligibility Criteria for the Bidder 10-11

8 Section – III : Scope of Work with additional Scope for CR 12-17

9 Section – IV : Infrastructure Requirements & Service Terms

& Conditions

18-25

10 Section – V : Instructions to the Bidder 26-38

11 Section – VI : Evaluation and Processing of Bids 39-42

12 Annexure – I : Offer Covering Letter 43-44

13 Annexure – II : Eligibility Criteria for Bidders 45-46

14 Annexure – III : Details of Bidder 47-48

15 Annexure – IV : Bank Details 49

16 Annexure – V : Bidder‟s Response 50

17 Annexure - VI : Format for Commercial bid for BOTCR/BCR 51-53

18 Annexure -VII : Template for Pre-Bid Queries 54

19 Annexure -VIII : Undertaking 55

20 Annexure – IX : Contract (Service Agreement) 56-76

21 Annexure – X : Performance Bank Guarantee / Security 77

22 Annexure – XI : Guarantee for Performance of Contract 78-81

23 Annexure –XII : Deed of Indemnity 82-85

24 Annexure – XIII : Non-Disclosure Agreement 86-89

25 Annexure – XIV : Format of Power of Attorney for signing

the Bid

90-91

26 Annexure – XV : Checklist of Technical Bid 92

27 Annexure – XVI : Format of Unconditional Acceptance of

Terms & Conditions of the RFP

93

28 Annexure – XVII : LIST of Pick up Locations (Stations) of

CENTRAL RAILWAY (Mumbai Division) 94



3

IDBI BANK LTD

Cash Management Services (CMS), Corporate Park, Unit No. 2,

Near Swastik Chembers, Sion-Trombay Road,

Chembur, Mumbai – 400 071

TENDER NOTICE

Appointment of Service Provider for Cash Pick-up and Related Activities for IDBI Bank, for

the Central Railways, Mumbai Division and Other than Central Railways, Mumbai

Tender ref : – IDBI-CMS/CASH - 2016/01 September 27, 2016

Sealed tenders are invited for Cash Pick Up and Related Activities for IDBI Bank, for the

Central Railways, Mumbai Division and Other than Central Railways, Mumbai. Tenders are

to be submitted before 5.00 PM on October 18, 2016. For further details & format,

please visit the Bank‟s website at www.idbi.com.

Sd/

Deputy General Manager

CMS Operations

http://www.idbi.com/



4

Document Control Sheet

Name of the Company IDBI Bank Ltd.

Bid Ref No IDBI-CMS/CASH - 2016/01

Date of commencement of issue of

tender document

September 27, 2016

Last Date and Time for receipt of Bids

(Technical & commercial)

October 18, 2016 5.00 P. M.

Application Fee (Non Refundable) of

the RFP - may be downloaded from

www.idbi.com

Rs.25,000/-

EMD (Earnest Money Deposit) Amount

Rs.10,00,000/- (For Bid for Central

Railways {BCR})

Rs.3,00,000/- (For Bid for Other

Than Central Railways {BOTCR})

Pre-Bid queries to be mailed by October 10, 2016 3:00 P.M.

Pre-bid meeting with Bidder on queries

raised

October 12, 2016 3:00 P.M.

Date and Time of opening of Bids.

Eligibility and technical bid evaluation

will be done at a later date.

October 20, 2016 3:00 P.M.

Schedule for Conducting of Online

Reverse Auction (ORA)

Date will be intimated via email

after opening of Commercial bid

Address for Communication , pre-bid

meeting , Opening of bids, Contact

Persons & Tel Numbers

Dy. General Manager, IDBI Bank Limited,

CMS Collection, Corporate Park, Unit No. 2,

Sion – Trombay Road, Nr Swastik

Chembers,

Chembur, Mumbai – 400 071.

Shri P D Yadav, DGM : 022 66908409

Shri Oniel Khare, AGM : 022 66908416

Email id :[email protected] The Bid prepared by the Service Provider, as well as all correspondence and

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

supporting documents and printed to be submitted to the Bank.

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

transferable.

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

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

and at the same venue unless communicated otherwise.

(iii) This RFP document has 94 pages.

IDBI Bank Ltd.


mailto:[email protected]



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Disclaimer

The information contained in this Request for Proposal (“RFP”) document or

information provided subsequently to Bidders or applicants whether verbally

or in documentary form by or on behalf of IDBI Bank Ltd. (“IDBI Bank” or

"Bank"), is provided to the Bidder(s) on the terms and conditions set out in this

RFP document and all other terms and conditions subject to which such

information is provided.

This RFP document is not a contract and is neither an offer nor invitation to

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

submit the bids (hereinafter individually and collectively referred to as

“Bidder” or “Bidders” respectively). The purpose of this RFP is to provide the

Bidders with information and to assist them in formulation of their proposals

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

Bidder may require. Each Bidder may, at its own costs without any right to

claim reimbursement, conduct its own independent investigations and

analysis and may like to check the accuracy, reliability and completeness of

the information in this RFP and wherever felt necessary obtain independent

advice. IDBI Bank makes no representation or warranty and shall incur no

liability under any law, statute, rules or regulations as to the accuracy,

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

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

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

The information contained in the RFP document is selective and is subject to

updating, expansion, revision and amendment. IDBI Bank does not

undertake to provide any Bidder with access to any additional information or

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

inaccuracies, if any, therein, which may become apparent. IDBI Bank

reserves the right of discretion to change, modify, add to or alters any or all

of the provisions of this RFP and/or the bidding process, without assigning any

reasons whatsoever. Such change will be published on the Bank's website.

Any information contained in this RFP document will be superseded by any

later written information on the same subject made available by IDBI Bank at

its website.

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

may depend upon interpretation of law. The information given is not

intended to be an exhaustive account of statutory requirements and should

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

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



6

interpretation or opinion on law expressed herein. Further, IDBI Bank also does

not accept liability of any nature whether resulting from negligence or

otherwise howsoever caused arising from reliance of any Bidder upon the

statements contained in this RFP.

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

do so, update, amend or supplement the information in this RFP. IDBI Bank

reserves the right to reject any or all the expression of interest/proposals

received in response to this RFP document at any stage without assigning

any reason whatsoever. The decision of IDBI Bank shall be final, conclusive

and binding on all the parties.

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

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

assigning any reason whatsoever and without being liable for any loss/injury

that Bidder might suffer due to such reason. The decision of IDBI Bank shall be

final, conclusive and binding on all the Bidders/parties directly or indirectly

connected with the bidding process.

Sale of Bid document:

Bid documents can be downloaded from the Bank‟s website www.idbi.com or can be

collected from Shri. Oniel Khare (AGM) / Shri Pravin Malvankar (Manager), IDBI Bank

Ltd., CMS, Corporate Park, Unit No. 2, Near Swastik Chembers, Sion-Trombay Road,

Chembur, Mumbai – 400 071




7

SECTION - I

Request For Proposal

1.1 Background

1.1.1 IDBI Bank is a company incorporated and registered under Companies

Act, 1956 (1 of 1956) and a Company within the meaning of Section 2 (20)

of the Companies Act, 2013 and a Banking company under section 5 (c)

of the Banking Regulation Act, 1949 (10 of 1949). IDBI Bank is also a

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

Reserve Bank of India Act, 1934. RBI has categorized IDBI Bank under a

new sub group “other public sector Bank”. IDBI Bank is engaged in

Banking business.

1.1.2 IDBI Bank currently has network of 1853 Bank Branches, PAN India, of

which 589 Branches are CMS enabled branches and is fast expanding its

branch network further. Cash pick-up and related activities are

centralized. Cash pick-up in Mumbai is deposited at the Cash Processing

Center (CPC) at Mulund or at directed Branches, for the Clients other

than Railways and at the Currency Chest (CC) at the BKC for the Client

the Central Railways.

1.1.3 IDBI Bank intends to hire a service provider having proven expertise &

competence in the field of Cash Pick-up and related activities with

regards to CMS.

1.1.4 IDBI Bank currently has 565 Corporations and 3535 Clients (approx.) PAN

India who are availing the CMS Services of the Bank and amongst them,

for Mumbai Zone, there are 14 Corporates which includes 100 Pickup

points for Central Railways and 70 Pickup points for other than Railways. It

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

of expanding network and or business focus periodically. As also the

deposit centers can be changed or added in future.

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

expertise & competence in the field to provide end-to-end services of

CMS inclusive of Cash Pickup from the client‟s location.

1.1.6 The separate Bids are invited for the Bids for Locations “A” in Mumbai

Consists of Central Railways (BCR) in the Mumbai Division and the Bids for

Locations “B” in Mumbai consists of Locations Other than Central Railways

(BOTCR).

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

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

and submission of responses/Bids, including but not limited to attendance

at meetings, discussions, demonstrations, etc. and providing any

additional information required by IDBI Bank, will be borne entirely and

exclusively by the Bidder. IDBI Bank shall in no case be held responsible or

liable for such costs, regardless of the conduct or outcome of the bid



8

process including but not limited to cancellation / abandonment /

annulment of the bidding process.

1.1.8 The RFP application fee shall be submitted separately for each Bid and

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

be summarily rejected by IDBI Bank. Any decision of IDBI Bank in this

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

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

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

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

full understanding of its implications. Each Bidder should, at its own costs

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

analysis and should check the accuracy, reliability and completeness of

the information in this RFP and wherever felt necessary obtain

independent advice. The Bid should be precise, complete and in the

prescribed format, as per the requirement of this RFP. Failure to furnish all

information required by this RFP or non-submission of a Bid in accordance

with this RFP in each and every respect will be at the Bidder‟s risk and may

result in rejection of the Bid for which IDBI Bank shall not be held liable or

responsible. Any decision taken by IDBI Bank as to completeness of the

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

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

1.1.10 The RFP document is intended solely for the information of the party to

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

notify IDBI Bank of any error, fault, omission, or discrepancy found in this

RFP document as pre-bid query on or before the last date of submission of

pre-bid query.

1.1.11 Prospective Bidder, if required, may seek any clarification in relation to this

RFP in writing or by way of an E-mail to [email protected] IDBI

Bank will hold pre-bid meeting on October 12, 2016, 3.00 PM as indicated

in the Document control Sheet for addressing queries / clarification about

this RFP, The queries / clarification from the prospective Bidder must be

received by the Bank in the above email before 3.00 PM on October 10,

2016. The Queries / clarification received after the defined date will not

be entertained.

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

include any addendum to this RFP. The addendum, if any, shall be hosted

on Bank‟s website only. The Bidders shall not claim as a right for requiring

IDBI Bank to do the aforesaid.

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

any reason whatsoever, whether at its own initiative or in response to a

clarification requested by prospective Bidders, modify this RFP and all such




9

modifications shall be final, conclusive and binding on all the prospective

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

1.1.14 Amendments/addendum made to this RFP shall be brought to the notice

of all/made accessible to all prospective Bidders and all such

amendments shall be binding on them. If required, in order to allow

prospective Bidders reasonable time to take into account, the

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

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

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

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

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

questioned/ challenged by the Bidder(s).

1.1.15 Notwithstanding the above, IDBI Bank in its sole discretion, may amend

/modify the RFP after the deadline for submission of Bids and in such an

event IDBI Bank shall extend the deadline so fixed for submission of Bids.

However, no request from the Bidder, shall be binding on IDBI Bank for the

same. The decision of IDBI Bank shall be final, conclusive and binding on

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

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

a contract, Contract or any other arrangement, in respect of the Services

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

the Services is subject to observance of selection process and

appropriate documentation being agreed between the Bank and

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

selection process as detailed in this RFP.

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

www.idbi.com and the prescribed amount towards the application fee of

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

commercial Bank in favor of „IDBI Bank Limited‟, payable at Mumbai),

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

amount towards the application fee of this RFP shall be summarily

rejected.

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

it is clarified that the amount so paid towards the fee of RFP is not earnest

money/security deposit and shall not be adjusted against any amounts

paid/payable by the Bidder.




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SECTION II

ELIGIBILITY CRITERIA FO THE BIDDER

2.1 Basic eligibility criteria

Sr.

No.

Parameters Qualifying Criteria

1. Existence

The Bidder should be in the line of providing Cash Pick up

and Related Services for the last 5 years and currently

conducting cash movement services using secured cash

vans in locations covering all the IDBI Bank branches in

Mumbai Region.

2 Profitability The Bidder should be a profit making business

concern/company for the last 3 consecutive years as per

audited annual financial report and should have Profit not

less than 25 Lakhs per annum.

3 Net-worth

Net worth of the Bidder should be at least Rs.5.00 crore as

on March 31, 2016, as per audited annual financial report.

4 Turnover Total Turnover of the Bidder should be at least Rs. 10.00

crore in the preceding financial year as on March 31, 2016

and at least 25% of the total Turnover should be from

providing Cash Pick up Services and a certificate from a

Statutory Auditors should be submitted authenticating the

same.

5 Infrastructure

for overnight

vaulting and

cash

processing

The Bidder should have readily available infrastructure for

overnight vaulting and cash processing services as per

statutory guidelines.

2.2 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 a

Contract or failed to provide the services after executing the Contract

would not be considered for this tendering process.

2.3 In addition to the requirements mentioned above, the Bidder should

satisfy the following criteria:

(a) The Bidder‟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 Bidder to execute



11

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 Bidder. It is clarified that Bidder must have

all the registration/s as per legal/regulatory requirements applicable in the

State of Maharashtra.

(b) The Bidder shall have good repute, standing and professionalism for

performing similar job/assignment and should not be on the defaulter's list

of 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 (Scheduled), which should be current in nature.

(c) The Bidder should have fleet of vehicles at least numbering 25 and above

BIG Cash Vans 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

Bidder should be able to provide customized cash vans with drivers and

armed guards. The Bidder should be able to provide drivers and guards

duly verified from the local police authorities. Bidder 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 Bidder and (b) prescribed uniform.

(d) 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.

(e) The Bidder 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.



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SECTION – III

SCOPE OF WORK

3.1 The scope of work includes cash movement Service/s, i.e. cash pick-up

and related activities from clients pick up location within Mumbai Zone

and depositing it to the IDBI Banks Currency Chest or CPC or specified

Branches. A Bidder should have overnight cash vaulting, cash handling /

verification / processing and sorting Service(s) at IDBI Bank‟s premises /

Bidders‟ premises / Clients‟ Premises, cash disposal / burial for IDBI Bank

and its clients, 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 Mumbai Zone consists of the Location (A) Stations of Central Railways in

the Mumbai Division i.e. Bid for Central Railways Mumbai Division

(hereafter termed as BCR) as per Annexure XVII and Location (B) Mumbai

and vicinity Locations up to local clearing i.e. up to Bhoisar, Kasara, Karjat

and Panvel i.e. Bid for Other Than Central Railways (hereafter termed as

BOTCR).

3.3 Bidding for the Zone would mean that the Bidder agrees to provide all the

Services as mentioned at point 3.1 above in the Category bid for in the

“Locations” mentioned at point 3.2 above.

3.4 Bidder will start execution of Services only after receiving service

execution instructions from IDBI Bank, and accepting the same, at all

locations.

3.5 Bidder will execute services on all days (including 2nd & 4th Saturdays),

excluding Sundays and Bank Holidays, on receiving instructions from the

Bank.

3.6 The Bidder will execute services on the Sundays and/or on Bank Holidays

on receiving request of the Bank at an approved rate as per the

Agreement.

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 Categories of Services are split into two as given hereunder:

(i) Category I: „On Call‟ and „On Beat‟ Cash Pick up Services with

Dedicated Secured Cash Van

(ii) Category II: „On Call‟ and „On Beat‟ Cash Pick up Services without

Dedicated Cash Van, and other processing services, viz:

a) Cash Pick up on per-call basis / monthly-package basis

b) Cash Processing, Verification, sorting and overnight Vaulting.



13

c) Arrangement for cash burial should be available as and when

required, irrespective of locations in Mumbai Zone.

3.9 „On Beat cash pick-up services‟ means Service offered to the Bank‟s

clients on a „daily basis‟ or as per the frequency required by clients at the

time of executing Contract for availing the service.

3.10 „On call cash pick-up services‟ means Service is offered to the Bank‟s

clients on logging a call with the Bank for the purpose or on „as and when

required basis‟.

3.11 The above services are required at all locations in Mumbai Zone. Bidder

may bid for both categories of services for a Zone. Evaluation would be

done for each Category. Bidder has to quote for all services in the

Category bid for.

3.12 For per-call pick-ups, the size of cash van and crew is not specified since

the logistics would be managed by the Bidder as per sub clause 4.5 of

section IV.

3.13 With reference to services mentioned at para 3.8 (ii), the Bidder should

provide the required services at such locations where the Bank will assign

the job of cash pickup and related activities.

3.14 Cash collected before 13:00 hours under Category II (a) services should

be remitted to link-branch attached to a Cash Processing Center on the

same day before 16:00 hours on all days.

3.15 Bidder should submit Bio-data of the personnel engaged by them, with

duly attested photographs with identification proof, to IDBI Bank and its

clients who are availing the services at all locations prior to

commencement of the Services. In case of replacements/substitution in

the team of personnel, Bidder should update all such changes well in time

and before effecting replacements/substitution.

3.16 Bidder 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. Bidder, on verifying the cash amount received for vaulting, should

record the cash details in the „cash register‟ maintained for IDBI Bank.

3.17 Bidder should provide complete details of the members of the van-crew

including their mobile phone numbers for enabling communication during

transit.

3.18 Cash in transit should be carried in sealed trunks/envelopes/bags only.

Bidder would be responsible to make good the loss, in case the

envelope/trunk is received in a tampered condition at the receiving end.



14

3.20 Service work-flow

A – Cash (+Cheque*) Pick-up from clients

1 Bidder will produce their identification to the customer.

2 Bidder will accept “Deposit slips in Triplicate” along with exchange of scratch

card (issued earlier) 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 Bidder.

3 Bidder will ensure that the denominations / amount as mentioned in the

deposit slip tallies with the actual.

4 Bidder will give an acknowledgement on the “customer‟s copy” (third copy of

the deposit slip-Second copy of scratch card) to the customer with their

Agency stamp.

5 The Bidder would accept the cash in denominations of Rs.50.00 and above for

BOTCR and all the denominations including coins for BCR. (unless approved by

IDBI Bank)

6 Bidder shall pack the cash in tamper proof envelopes/trunks/Cash Bags 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/Pick up Advice Request‟ also, before leaving the customer‟s

premises.

7 Bidder will adhere to the guidelines regarding cash transit as per the Banker‟s

Indemnity policy prescribed by IDBI Bank from time to time.

8 Bidder shall deposit the sealed envelopes/trunks/Cash Bags containing cash,

along with two copies of the deposit slip and copy of the daily Assignment

sheet/ Pick up Advice Request with IDBI Bank, as per the prescribed/Cutoff

timings.

9 Bidder will hand-over the copy of deposit slip acknowledged by IDBI Bank to

the customer at the time of next visit, and take back the temporary receipt/

Scratch Card (Second copy) that was issued at the time of pick-up.

10 *Cheque to be picked up, if any, for those clients availing Cash Pick up

Services and on the days when cash is picked up. Acknowledgements to be

given to as in the case of cash pick-up.

B - Cash processing, Verification & sorting at Bidder/Bank premises (during

day/overnight)

1 Bidder will provide manpower at the Currency Chest/Cash Processing Center /

CMS Clients‟ location for Cash processing, Verification / sorting ATM-Fit Notes,

Issuable Notes, Non-Issuable notes, Mutilated notes, Discrepant notes, Non-

circulation notes, etc.

2 Bidder will provide the said support to the IDBI Bank Ltd as and when required



15

by the respective Currency Chest / Cash Processing Center / 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 Bidder‟s vault, Bidder will ensure that IDBI

Bank cash is vaulted in separate bins earmarked to IDBI Bank and maintain

separate cash register.

4 Bidder, on receipt of the deposit slip/daily assignment Sheet/Pick up advice,

should count and reconcile the cash packets and amount, with the details

mentioned on the deposit slips.

5 The cash picked up 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 Bidder.

6 Both in case of overnight processing and day processing, Bidder 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, Bidder should submit a cash balance report (CBR), to IDBI

Bank to ascertain exposure of IDBI Bank with the Bidder.

8 Bidder should pack notes in packets of 100 pieces and bundles of 1000 pieces,

as required by IDBI Bank.

9 In the case of day-time processing, the Bidder 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, Bidder 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.

C - Overnight Vaulting at Bidder premises

1 Bidder should provide overnight vaulting services with facilities for processing /

verifications / 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 Bidder will provide the overnight vaulting services to IDBI Bank as and when

required by the Bank / CC / CPC in the city, daily or periodically on receiving

prior approvals from IDBI Bank in writing, as per the vaulting guidelines

prescribed.

3 Bidder submits a cash balance report at the end of day, to IDBI Bank to

ascertain exposure of IDBI Bank with the Bidder.

D - Daily Reconciliation & MIS Reporting

1 Bidder should submit an „End of Day report‟ of all the cash pick-up assignments

executed to/at Customer‟s premises for internal/external cash transits and cash



16

processing, to IDBI Bank‟s Offices against acknowledgement from the initiating

official at IDBI Bank.

2 Bidder should submit the End of Day Report along with the relevant supporting

documents such as Cash Deposit slips duly signed by the customer, which will

be reconciled with the day‟s transactions and assignment sheets/Pick up

advice.

3 Bidder 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 Bidder on receipt

of the said reports from the Bidder.

E - Network Currency Management facility and cash disposal / burial

1 The Bidder would be required to provide Cash Pick up Services &

disposal/burial services at locations where the Bank does not have a branch.

For cash pickup services Bidder should reimburse the value involved in these

transactions to the Bank at Mumbai zone as the Bank may specify, on or before

the 2nd working day (D+0 or D+1).

2 The Bank shall issue a „Letter of Intent (LOI)‟ to the local office of the Bidder,

requesting cash pick up service, giving the details of the customer, contact

person and address of the location.

3 Bidder would pick up cash from the customer's premises, as described in para

3.8

4 Bidder should issue acknowledgement for the cash picked-up. This

acknowledgement shall be binding on the Bidder for settlement of claims

made by the customer, in case of any discrepancies.

5 Bidder should submit „End of Day Report‟ of the cash pick-up services under this

arrangement by email to the designated IDBI Bank Branch officials for the

Mumbai Zone (BCR / BOTCR) as specified.

6 Nodal office of the Bidder 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 Bidder by the Bank), nodal office of

the Bidder should 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

clients, shall be intimated to the Bidder and should be settled by the Bidder 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.



17

10 The Bidder would accept the cash in denominations of Rs.50.00 and above for

BOTCR and all the denominations including coins for BCR and should consider

for disposal/burial.

11 Services to be provided on all days including Holidays and Sundays, whenever

Banks advise and should be credited to the Bank on next working day.

ADDITIONAL SCOPE OF WORK FOR BCR

(Central Railway Only)

1. Challan in triplicate along with the Voucher Bag is to be picked up from

all the stations/ locations of Central Railways, Mumbai Division.

2. Challans collected from various stations/locations are to be deposited to

the CMS enabled Branch at Nariman Point (CMSNPT) – IDBI Bank on D+1,

before 11.30 a.m.

3. Collected cash to be deposited at Currency Chest (CC) on D+1 basis

after merging, verification and processing.

4. „Coins‟ to be collected from the Railway stations but not to be deposited

at CC, the equivalent notes to be deposited to the CC.

5. „Notes of all denominations‟ to be collected from the Railway stations and

to be deposited at CC.

6. Dully reconciled report should be submitted at CMSNPT on D+0. The said

Report to be shared with the currency chest and Logistics Team through a

soft copy. (No Discrepancy will be accepted in collected / reported

cash)

7. End to end support required to be provided by Bidder in terms of from

collection to deposition at CC.

8. The Voucher Bags are to be collected on daily basis from the

stations/locations and to be submitted to the CST Cash Office of Central

Railway on D+1 by 10.30 a.m.

9. Further the Voucher Bags deposited are to be collected/picked up from

the CST Cash Office for onward submission to the respective station on

the following day.

10. Penalty will be applicable at the rate of Rs.500 per instance in case of

collection skipped at any station/location.



18

SECTION – IV

INFRASTRUCTURE REQUIREMENTS

And

SERVICE TERMS & CONDITIONS

4.1 Bidder should have appropriate and sufficient vaulting, transit, manpower,

counting, sorting, processing and security infrastructure 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, sorting/Verification machine, processing

facility, adequate number of employees and GPRS.

4.2 Cash Vans: The Bidder should have sufficient number of secured cash vans

(Minimum 25). The service through dedicated cash vans is further subdivided

into 3 categories based on size as given below as a minimum:

Size Makes Crew Members

Large TATA 407, Bajaj Excel or similar

vehicles

Two Armed Guards, One

Custodian, One Driver and Two

loaders.

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 be introduced, complying with all

approved modifications. All the cash pick up Vans should comply with the

rules and regulations lay 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 bulletproof vehicles.

4.4 The infrastructure should be readily available.



19

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 mentioned below:

Custodians and Guards for movement

of cash of various amounts

No. of

Custodians Guards

Armed

Guards

Up to Rs 5 Lakh (Even on Foot is

permitted) 2 NIL NIL

Above Rs. 5 Lakh and up to Rs. 10

Lakh (Even two wheeler is permitted) 2 NIL NIL


Lakh 2 1 NIL


Lakh 2 NIL 1

Above Rs. 75 Lakh 2 NIL 2

4.6 The size of the Dedicated Cash Van to be provided by the Bidder 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 Bidder should have sufficient number of Note Counting Machines (NCM) to

process cash within the specified time limit. The Bank, at CC and CPC, will

provide Note Counting Machines for processing at the Bank‟s premises

only.

4.8 In locations where volumes are high, Note Sorting Machines/Note

Authentication Machine (NSM/NAM) should be deployed by Bidder for

processing of currency notes as per the Clean Note Policy laid down by

Reserve Bank of India.

4.9 In case of Services listed in Category II is being bid for, the Bidder should

have infrastructure readily available at the locations for overnight vaulting

and cash processing.

4.10 Bidder should provide reusable items like trunks/boxes/bags for carrying

cash and seals for sealing/securing trunks/boxes.

4.11 If services of „Cash Burial‟ are to be used, the Bidder should have

infrastructure readily available for cash burial. The Bidder shall collect the

cash from Bank‟s customers and do the Cash merging, sorting, processing,

verification and disposal/burial at Bidder's office during the day or

overnight. The cash should be disposed-off at the request of the Bank. The

Bidder shall reconcile cash on daily basis and reimburse proceeds through

NEFT/RTGS to the Bank‟s account and MIS reporting shall be done on daily

basis.



20

4.12 INDEMNIFICATION

Indemnity by the Vendor In case of BCR, the Vendor agrees to indemnify to the extent of Rs. 25.00 crore and in

case if BOTCR, the Vendor Agrees to indemnify & 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

Contract;

(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;

For the purposes of this Contract, the Vendor shall include the Vendor, its

personnel, employees, consultants, and / or other authorized persons.

4.13 INSURANCE

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 every year as and when such

insurance policies are 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



21

time and also for any loss or damage caused to it resulting from negligence,

carelessness and breach of trust.

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.

4.14 QUERY TURNAROUND TIMES:

Queries relating to the cash pickup from IDBI Bank would be responded

by Bidder within the following time frames:

Query pertaining to the preceding Period: To be resolved within:

Up to 1 month Same working day

1 to 3 months Next working day

3 to 6 months Within 2 working days

>6 months <12 Months Within 6 working days

>12 months Within 12 working days

4.15 Specification of Services:

The Bidder shall provide the following services to the Bank in accordance

with the performance standards set forth below. The Bidder shall follow

the instructions given by the Bank only.

The description of the following services is not intended as an exhaustive

description of each part of the services. The Bank reserves the right to call

upon the Bidder to carry out the same. Further, it shall be open for the

Bank to request the performance of other matters that are not described

below but are related to the Services.

On 1st and 16th of every month, the Bidder must inform to the Bank in

writing, in case of any „NIL‟ pick up at any pick up point for 15 consecutive

days. In absence of such information, the Bank is not liable to pay charges

to the Bidder for such pick up point.

1. CONTINGENCY

In case of any problem, the Bidder should call up CMS CHEMBUR, and

keep them informed. The problem can be of any nature starting from a

strike / breakdown vehicles / problem in reconciliation and/or any other

related problems

Bidder should not act on any change in client address and must bring it to

the notice of the IDBI Bank, CMS, Chembur, in writing.



22

Following files have to be maintained at the service provider‟s office.

1. Client acknowledged pickup sheet.

2. Client and Bank acknowledged deposit slip copies.

3. Bank acknowledged deposit summaries.

4. E Mail / FAX acknowledgement for deposit summaries.

5. Scratch Card details

These should be maintained on a daily basis.

2. RECORDS / DOCUMENTS TO BE MAINTAINED BY EACH SERVICE

PROVIDER

Packet content detail format.

Contact details of relevant persons in CMS department,

Chembur, IDBI Bank Ltd.

IDBI Bank Ltd startup letters & closure letters.

Stationery Registrar with stock & usage of stationery.

Names, Phone Numbers, Addresses & Specimen Signatures of all

Pickup boys/custodians

3. Contractors / Subcontractors of Bidder

The Bidder shall not sub contract the performance of any of its

obligations and responsibilities hereunder without the prior written

consent of the Bank. Approval of the same by the Bank, and the

use of any contractors or sub-contractors by the service provider,

shall not constitute a superseding event or waiver of any right of the

Bank to reject services, which is not in conformance with the

standard set forth in this RFP and further does not constitute nor

imply authorization of expenses in excess of budget.

To the extent and with the prior written approval of the Bank that

the Bidder contract to the third parties, any of its obligations and

responsibilities set forth in this RFP, the Bidder shall remain fully

responsible for such obligations and for all acts or omissions of its

contractors, sub-contractors. Nothing in this RFP shall be construed

to create any contractual relationship between Bank and any

contractor, sub-contractor of the service provider, nor any

obligation on the part of the Bank to pay or to see the payment of

any money due to any such contractor or sub-contractor.



23

4. Monitoring Responsibility :

Except as otherwise directed by the Bank, the Bidder agrees to

meet with the Bank, on a Quarterly basis/on invitation by the Bank

for the purpose of reviewing the Service provided by Bidder

pursuant to the requirements of the Bank. The Bidder shall submit a

daily/monthly report to the Bank which shall include, but not be

limited to the following information.

(i) A status report on Service provided during the month,

identifying, in particular, any performance standards not met,

and

(ii) Any other information requested by the Bank including but

not limited to the daily status report in the prescribed format

of the Bank by operating the licensed software.

The Bidder agrees to meet with the Bank on a quarterly basis to

review all aspects of the Service provided and /or any other matters

of mutual interest to the Bidder and the Bank.

The Bidder agrees to meet with the Bank at anytime at the request

of the Bank to review the Service provided by Service provider.

As a material requirement, the Bidder agrees to provide the Bank

with any and all information requested by the Bank for the purpose

of documenting and / or analyzing the Services provided. The Bank

will select, at its sole discretion, the information reports necessary for

its management information needs.

4.16 Business Continuity Plan :

The Bidder shall prepare a specific Business Continuity Plan (BCP), for

situations that may result in difficulty or inability on the part of Bidder to

perform services, within 10 days of the execution of the service Contract.

Such BCP plan will be made available for the Bank‟s review and will

broadly address the following objectives:

Identify issues and problems that could potentially disrupt the

service provider‟s ability to provide services in both the short and

long terms;

Develop, maintain and document containment measures that

mitigate the risk of service disruptions resulting from these issues and

problems, which would include but not be restricted to

communication and transportation plans;

Develop and maintain BCP procedures for (i) the declaration of an

emergency, (ii) notification and escalation both with the Bidder and



24

to the Bank, and an annual management review and approval of

the BCP plan.

4.17 SCHEDULE OF CHARGES

Sample format is placed in Annexure - VI.

4.18 BILLING and PAYMENT PROCESS

4.18.1 BILLING

Monthly detailed Invoice requirements

Correct Billing MIS /Data are to be provided by the Service

Provider. Any discrepancy would be viewed seriously.

4.18.2 PAYMENT PROCESS:

Bidders need to open a current Account with the IDBI Bank.

4.18.3 BILLING PUNCTUALITY:

All invoices should be received by IDBI Bank within 21 days in the following

month for services provided during the previous month. Invoice raise after

90 days may not be settled by the Bank. The soft data in the prescribed

excel format to be provided along with the invoice. The IDBI Bank may not

entertain late invoices for services provided in previous months. On receipt

of such duly completed bills, the Bank will maintain TAT of 21 working days

for settlement of the same from the date of final confirmation of

correctness mutually between the Bidder and the Bank.

4.18.4 REPORTING OF OUTSTANDINGS BILLS :

Any out-standings bills more than 45 days from IDBI Bank must be reported

in writing within 15 days on completion of 45 days.

Each invoice shall contain the following minimal information and has to

be in the appropriate format as specified by the Bank. The Bank may, at

its sole discretion, request additional information to be included on the

invoices or that the format is altered.

1) The time period (month) covered by invoice.

2) An itemized listing of the Service provided and the Fee associated with

each such service.

3) Itemized listing of any additional services requested by the Bank and

related costs, if any.

4) Sub-Totals.

5) All Taxes

6) The name of the Bank business division for which the Services are

provided, if applicable.



25

7) The Bank Details viz. Account Number, Branch Name, IFS Code, as also

PAN Number, Service Tax Number & category, TIN Number and CST

Number must be mentioned in the invoice.

8) The invoices must be signed by the Authorised Signatories only

9) The name, title and telephone number of the Bank including:

a. The date of services were provided

b. A description of the services provided.

c. The total of all fees for the billing period.

4.18.4 PENALTY:

Any financial / legal / potential claim received from Bank‟s customer, if

proved, due to negligence / lapses / carelessness / deficiency/ Fidelity in service

at the part of service provider‟s assignment Contract, entire claim amount will

be adjusted from the services provider‟s reimbursement due from IDBI Bank.

In addition to above, Bank shall charge penalty at the Bank base rate,

applicable at that point of time, towards notional loss to the Bank.



26

SECTION – V

5. Instructions to the Bidder 5.1 Submission Of Bids:

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

documents relating to the Bid exchanged by the Bidder and the IDBI

Bank, may be dropped in the drop-box at the Bank. The Bank will follow a

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

i.e. technical (the Technical Bid) and commercial (the Commercial Bid), in

separately sealed envelopes. The envelope of Technical Bid should be

super scribed as the “BID for Cash Pick-up and related activities -

TECHNICAL BID – for BCR/BOTCR”. Envelope containing Commercial Bid

should be super scribed as “BID for Cash Pick-up and related activities -

COMMERCIAL BID – for BCR/BOTCR‟‟. In case any Bidder is submitting Bids

for both, the Bidder should submit single common Technical Bid and

separate Commercial Bids in separate envelope for BCR and BOTCR.

Separate DD for „Application/RFP Fees‟ and DDs for BCR and BOTCR EMD‟

be inserted in the separate envelope along with a detail forwarding letter.

The DD for Application/RFP Fees, be drawn in favor of “IDBI Bank Ltd.” and

DD for EMD, be drawn in favor of “IDBI Bank Ltd.”. The DDs should be

payable at Mumbai. All such envelopes must be sealed individually and

all such sealed envelopes may be inserted in one big envelope super

scribed as the “Appointment of Service provider for Cash Pick-up and

related activities” for BCR / BOTCR for IDBI Bank Limited

<< Name of Service Provider>>

No indications pertaining to price or financial or commercial terms are

to be made on the envelopes.

The Bid/s to be addressed to the Deputy General Manager, The IDBI

Bank Ltd. CMS Operations - Collection, Ground Floor, Corporate Park,

Unit No. 2, Sion – Trombay Road, Near Swastik Chembers, Chembur,

Mumbai – 400 071.

Tender applications should be dropped in the Tender Box kept for the

purpose at the Ground Floor of the above Office on or before the

stipulated date & time as per schedule indicated in the Document

Control Sheet for the purpose. Any Bid received by India Post/Courier

will not be accepted. Any Bid/Tenders received by IDBI Bank after the

deadline for submission of Bid/tenders prescribed by IDBI Bank will be

summarily rejected.

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



27

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

the appointed time on the next working day, unless otherwise

specified by the IDBI Bank.

No indications pertaining to price or financial or commercial terms shall

be made on the envelopes. Any deficiency in documentation may

result in the outright rejection of the Bid and IDBI Bank shall not be

liable for the same in any manner whatsoever. Any decision of IDBI

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

and shall not be questioned / challenged by the Bidders.

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

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

extension of time from the Bidders shall be binding upon IDBI Bank. Any

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

and binding on the Bidders and shall not be questioned / challenged

by the Bidders.

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

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

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

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

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

conclusive and binding on the Bidder and shall not be questioned /

challenged by the Bidders.

The Bidder shall sign its Bid with the exact name of the firm to which the

contract is to be issued. The Bid shall be properly signed and sealed by

duly authorized officer of the Bidder‟s organization with signatures duly

attested by the authorized signatories of the Bidder. In case of a body

corporate, the Bid shall be signed by the duly authorized officers and

supported with internal corporate authorizations/ resolutions of the board.

The Bidder 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 Bidder.

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 Bidder on each



28

page or a person or persons duly authorized to bind the Bidder to the

Contract.

In addition to hard copies, the Bidder should also provide the technical

and Commercial 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.

The details thereof are as follows:

5.1.1 ENVELOPE - I (Technical Bid)

The Technical Bid should be completed and complied with in all respects

and contains all information asked for, except prices. The Technical Bid

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

should not contain any price related information. It is mandatory to submit

technical details in the prescribed formats, duly signed by the authorized

signatory and other details duly filled in along with the following :-

5.1.1.1 Covering letter of Offer as per Annexure - I;

5.1.1.2 A demand draft / Pay order for the EMD amount and for the

application fee of RFP, in the manner specified herein;

5.1.1.3 Organisation Profile along with the Infrastructure Confirmation

5.1.1.4 Detailed List of Clients of the Bidder

5.1.1.5 Insurance details covered for IDBI Bank Operations – Fidelity &

others.

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

Financial Years 2013-14 and 2014-15 and 2015-16.

5.1.1.7 Supporting document/copies in support of Bidder‟s eligibility as per

eligibility criteria given in Annexure – II

5.1.1.8 Details of the Bidder as per Annexure - III

5.1.1.9 Bank details Annexure - IV

5.1.1.10 Duly signed copy of scope of work of Cash pick-up and related

activities as per Section III of the RFP, along with Bidder‟s response

as per Annexure - V.

5.1.1.11 Undertaking as per Annexure - VIII.

5.1.1.12 Format of Power of Attorney for signing of bid as per Annexure-XIV.

5.1.1.13 Copy of RFP with Seal & Signature on each page



29

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

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

overseas in the last three years duly signed by its authorized

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

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

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

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

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

submitted as part of the Bid (Annexure - XV),

5.1.1.17 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 and Undertaking confirming the correctness of the

information

5.1.2 ENVELOPE-II (Commercial Bid): (1 Copy)

5.1.2.1 The Commercial Bid as per RFP, should be submitted with all

relevant price information and should not contradict the Technical

Bid in any manner. The quoted prices shall be after discount and

exclusive of all taxes. If any tax is levied by virtue of law in force

after awarding of the Contract, it will be borne by the Bidder and

IDBI Bank shall not incur any liability. In case IDBI Bank is required to

pay such taxes/dues for restoration of services, it shall have the right

to deduct the same from the amount payable to the Service

Provider/ Successful Bidder.

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

mentioned herein will be summarily rejected. A Bid submitted with

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

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

shall be final, conclusive and binding on Bidders.

5.1.2.3 Final prices decided between the Successful Bidder and IDBI Bank

shall remain fixed till the expiry of the Term of the contract, including

the extension period, if any. No increase of rates will be allowed

under any circumstances. However, in case of reduction of prices

due to technological obsolescence/change of product model or

such other similar reasons, the Bidder shall pass on the price benefit

to IDBI Bank. Nevertheless, it shall always be the duty of the Bidder

to use the best industry practices and latest technology while

performing the Services under the Contract.

5.1.2.4 Any deficiency in documentation of bid may result in the outright

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



30

any manner whatsoever. Any decision of IDBI Bank in this regard

shall be final, conclusive and binding on the Bidder/tenderer.

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

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

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

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

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

5.2 Bid Currency

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

5.2.1 Bid Security [Earnest Money Deposit (EMD)]

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

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

way of demand draft or pay order in favor of „IDBI Bank Limited‟

payable at Mumbai. The EMD shall be furnished in Indian Rupee

[INR] only. It is clarified that the bid security will not bear any interest

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

be summarily rejected forthwith by IDBI Bank, without any further

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

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

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

from date of signing of the Contract and/or submission of

performance guarantee/security in the form and manner

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

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

5.2.1.3 The EMD of the Unsuccessful Bidders‟ will be discharged or returned

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

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

than ninety (90) from the date of opening of commercial

bid/declaration of successful Bidder, whichever is later. No interest

will be payable on EMD.

5.2.1.4 The EMD will be forfeited :

a) If the Bidder withdraws its Bid during the Bid Validity Period or

b) If the Bidder makes any statement or encloses any form/information

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

prior to signing of Contract and/or conceals or suppresses material

information. Or

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

on Bid evaluation, comparison or Contract award decisions



31

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

evades/avoids/refuses/delays/fails:

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

satisfaction of IDBI Bank. Or

ii. To furnish performance security in the form and manner to the

satisfaction of IDBI Bank.

Notwithstanding anything contained in the RFP, any decision in this

regard by IDBI Bank shall be final, conclusive and binding on the

Bidders and shall not be questioned/challenged by the Bidders

5.2.1.5 Any decision as to compliance of the terms and conditions of this

RFP document and on rejection of any tender document or any

part thereof shall be at the sole discretion of IDBI Bank and shall be

final, conclusive and binding on the Bidder(s).

5.3 Period of Validity of Bids

5.3.1 Bids should be valid for 90 (Ninety) days from the last date of

submission (Bid Validity Period). A Bid valid for a shorter period may

be rejected by Bank as non-responsive, without any

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

conclusive and binding on the Bidders.

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

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

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

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

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

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

Bidder should be unconditional and irrevocable. The Bid Security

provided shall also be suitably extended by the Bidder

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

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

signatory as acceptance of all terms and conditions including

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

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

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

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

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

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

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

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

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

to IDBI Bank before the date specified on document control sheet

and in the format given as per Annexure - VII.



32

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

provided that written notice of the modification or withdrawal is

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

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

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

the Bid.

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

submission of Bids and the expiry of Bid Validity Period. Withdrawal

of a Bid during this interval may result in the Bidder‟s forfeiture of its

EMD.

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

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

stipulates conditions contrary to the conditions given in this RFP

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

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

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

document control sheet unless specified otherwise. The Commercial

Bids of Bidders will not be opened who are technically disqualified

and will not be taken up for further process and no

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

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

the Bidders.

5.3.8 IDBI Bank will scrutinize the Bids to determine completeness,

accurateness and whether items are quoted as per the schedule

(Annexures) etc. IDBI Bank may, at its discretion, waive any minor

non-conformity or any minor irregularity in the Bid. This shall be final,

conclusive and binding on all Bidders and IDBI Bank reserves the

right for such waivers.

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

documents relating to the Bid exchanged by the Bidder and IDBI

Bank and supporting documents and printed literature shall be

submitted to the Bank. In case the Bid & supporting documents

submitted in any other language than English, then certified

translation copy shall also be attached.

5.3.10 The Bids containing erasures or alterations will not be considered.

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

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

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

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

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

Bid documents attached thereto. Any alterations or changes to the

entries in the attached documents shall be made by a separate



33

covering letter, in the absence of which it shall be rejected

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

conclusive and binding on the Bidder.

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

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

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

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

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

evaluation, comparison or Contract award decisions may result in

the rejection of the Bidder‟s Bid forthwith and forfeiture of EMD. Any

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

binding on the Bidder.

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

received in part or in full, and to cancel the Bidding process and

reject all Bids at any time prior to award of Contract, without

thereby incurring any liability to the affected Bidder or Bidders or

any obligation to inform the affected Bidder or Bidders of the

grounds for the Bank‟s action. IDBI Bank shall not be bound to give

any reasons or explain the rationale for its actions/decisions to annul

or abandon or cancel the bid process. IDBI Bank further reserves the

right to re-issue/re-commence the Bid or circulate new RFP

altogether on the subject matter or any activity or part thereof

concerning thereto.

5.4 Bid Opening and Evaluation

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

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

document control sheet in this RFP document, unless otherwise

specified by IDBI Bank.

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

sign and enter his/her Name along with Contact Number in the Bid

opening register evidencing their attendance. In the event of the

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

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

working day, unless otherwise notified by the Bank.

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

considered for further evaluation, irrespective of the circumstances.

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

of the Bidder(s) representatives and Bank officials and will be

evaluated by an Evaluation Committee at a later date. The Bidders

will be shortlisted on the basis of fulfilling the eligibility criteria, scope



34

of work and Infrastructure availability as detailed in this RFP.

Thereafter, they will be subjected to technical evaluation.

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

qualified, will be opened by Bank‟s Selection Committee, for BCR

first for deciding L-1, L-2 and L-3 Bidders. Thereafter, Bids will be

opened for BOTCR by following the same procedure.

5.5 Technical Evaluation

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

submitted by the Bidders.

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

presentation regarding its technical capabilities, systems and

procedures employed towards execution of the Services. The

presentation of proposed solution will be at Bidder‟s cost at Bank‟s

premises, the address of which will be communicated prior to such

presentation.

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

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

engage technical consultants for the purpose.

5.6 The Technical Bid should necessarily contain all Technical details and

other terms and condition of RFP

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

technical bid listed out in Annexure – XV in the RFP

5.6.2 Proposals not conforming to the specifications may be rejected

summarily. Any incomplete or ambiguous terms/conditions will disqualify

the offer.

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

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

technical evaluation will include, technical information submitted as per

format (Annexure XV) and scrutiny of Bidders details would be done

accordingly and proposed service experience/ expertise demonstration

of proposed solution/set up and site visits etc. The Bidder will

demonstrate/substantiate all or a few of the claims made in the Technical

Bid to the satisfaction of the IDBI Bank, the capability to support all the

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

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

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

RFP/evaluation criteria.



35

5.7 Opening of Commercial Bid

The sealed envelopes containing the Commercial Bids and rates shall be

opened by the committee of officials appointed by the IDBI Bank in this

behalf. Commercial Bids for the BCR will be opened first followed by Bids

for BOTCR.

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

reject any or all Bids without assigning any reason whatsoever. IDBI Bank

also reserves the right to re-issue / re-commence the Bid process. Any

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

on the Bidders.

5.8 Commercial Rates

The Bidders will have to submit the rates as per the commercial bid form

as given at Annexure - VI. The rates will have to be necessarily submitted

at the time of submission of the tender. The bids without the commercial

bids or incomplete Bids will be rejected by the Bank.

5.8.1 Selection Criteria for L1 for Bidder :

The L1 Bidder for MUMBAI Zone for BCR & BOTCR will be determined on the

following basis :

1 The lowest cost arrived for the existing pickup points, locations &

volume of activity as per the RFP, for the rates quoted by the Bidder

for all the activities.

2 In case, two Bidders are qualified for L-1for BOTCR, then the Total of

X column (i.e. Per Call Cash Pick up from Customer) will be

considered for qualifying L 1.

3 In case, two Bidders are qualified for L-1 for BCR, IDBI Bank may take

discretionary decision based on the Technical Bid of the Bidder and

a Visit to the premises of the Bidder to finalize the Final L-1 Bidder.

Finalizing L 1 will be completely will be at the discretion of the IDBI

Bank.

4 First Commercial Bids for BCR will be opened and after completion

of BCR the Bids for the BOTCR will be opened.



36

5.9 Completeness of Bids

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

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

specifications and for any computational errors, whether required sureties

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

and whether the Bids are generally in order.

5.10 Rejection of non-responsive Bids

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

and may not subsequently be made responsive by the Bidder by

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

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

questioned/ challenged by the Bidders.

5.11 Clarifications of Bids

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

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

The request for such clarifications and the response will necessarily be in

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

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

conclusive and binding on the Bidder(s). The clarification of Bids need to

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

5.12 Waivers

IDBI Bank may temporarily or otherwise waive any minor informality or

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

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

5.13 Rectifications of Errors

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

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

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

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

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

final, conclusive and binding on the Bidder.

5.14 Evaluation and comparison of Bids

5.14.1 Preliminary check

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

arrangement which may result from the issue of this RFP document or any



37

investigation or review carried out by any Bidder. The Bidder

acknowledges by submitting their response to this RFP document that it

has not relied on any information, representation, or warranty given in this

RFP document.

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

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

responsive will be rejected. The IDBI Bank may, at its discretion waive any

minor non-conformity or irregularity in a Bid which does not constitute a

material deviation.

5.14.1.3 After preliminary examinations and / or opening of the Technical

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

clarification/documents/presentation/demo of the solution/services

offered by them.

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

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

commercials bids will be open.

5.14.1.5 Each Bidder acknowledges and accepts that the IDBI Bank may, in

its absolute discretion, apply whatever criteria it deems appropriate in the

selection of Successful Bidder not limited to those selection criteria set out

in this RFP document and each Bidder shall not question or challenge the

action taken by IDBI Bank.

5.14.2 Final Evaluation

5.14.2.1 During the contract period, if there are delays/deficiencies in the

deliverables like quality, service(s) / adherence to TAT etc. by the L1

Bidder, Bank reserves the right to cancel the Contract with the L1 Bidder

and for future may engage with L 2 Bidder. Nevertheless, Bank, at is sole

discretion, reserves the right to terminate the Contract with any service

provider/ Bidder without being liable to the service provider/ Bidder in any

manner whatsoever. Notwithstanding what is stated hereinabove, Bank

further reserves the right to split the scope of work among different Bidders

(L2) in the ratio as may be agreed by the Bank, if the said Bidder agrees to

accept the rate / charges equivalent to L1 Bidder. The allocation of work

among the selected Bidder (s) would be done as per the total activity to

be carried out in the ratio as may be agreed by the Bank. The Bank‟s

decision in this regard shall be final, conclusive and binding on Bidder.

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

successful Bidder before awarding the Contract.

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

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

entertained.



38

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

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

conclusive and binding on the Bidders

5.14.2.5 Bid evaluation process may be modified by IDBI Bank at any point

of time without being liable to inform the Bidders about the same.

5.14.2.6 The Bid prepared by the Bidder shall comprise of the components as

per Checklist in the Annexure XV.



39

SECTION – VI

EVALUATION AND PROCESSING OF BIDS

6.1 A „Two bid‟ process will be followed for both BCR and BOTCR. IDBI Bank

will open the Bids, in the presence of the representatives of the Bidders

who choose to attend, at the designated time, date and place. Bidders

will be evaluated for Technical qualification based on the information and

documents furnished in the Technical Bid. Bids of only the technically

qualified Bidders 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 Bidder. However, that would not entitle the Bidder 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 Bidder. 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 Bidder. The final decision as to any error manifest

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

the Bidder.

6.6 A screening committee constituted for the purpose of selection of the

Bidder/s would evaluate technical Bids for ascertaining qualification of

the Bidder/s. The Bids of Bidders which do not qualify at this stage will not

be taken up for further evaluation, and the sealed Financial Bids of such

Bidders will be returned unopened forthwith.

6.7 IDBI Bank will determine to its satisfaction whether the Bidder/s who have

submitted the best evaluated responsive Bid are qualified to perform the

contract satisfactorily or not. This determination will take into account the

Bidder's financial, technical, implementation and post-implementation

capabilities. Any time during the process of evaluation, IDBI Bank may



40

seek specific/additional clarifications from any or all Bidders. Any decision

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

Bidder.

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 Bidders of any such change.

6.9 The Technical Bid found sufficiently responsive and valid will be evaluated

as per the scaling criteria by the Bidder.

a) Provision of Services

b) Eligibility Criteria

c) Network coverage

d) Availability of Infrastructure (through Visit)

6.10 The Bidder/s are not allowed to exclude themselves from any sub-service

mentioned in the „Scope of Work‟ within a Category of service bid by

them in the Mumbai Zone.

6.11 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 Bidder 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 program 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.

6.12 Financial Bids of the Bidders, who are technically qualified, shall be

opened in 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 Bidder.

6.13 If a Bidder is successful for proposal (BCR/ BOTCR), the Bidder shall furnish

a Performance Bank Guarantee for Rs.50.00 lacs (Rupees Fifty Lakh only),



41

each BCR & BOTCR, in MUMBAI Zone as per the format given in Annexure

X. Performance Bank Guarantee should be provided within 10 days of the

receipt of acceptance by IDBI Bank.

6.14 The Performance Bank Guarantee shall be denominated in Indian Rupees

and shall be in one of the following forms :

(i) A Bank guarantee issued by an Indian scheduled commercial Bank

except Co-operative Bank.

OR

(ii) A Fixed Deposit with IDBI Bank for a maturity period equivalent to the

duration of contract for the applicable amount. The Fixed Deposit will be

kept under lien in favor of IDBI Bank.

6.15 The proceeds of the Performance Security shall be payable to IDBI Bank

as compensation for any loss or damage resulting from the failure of

Bidders to complete its obligations under and in accordance with the

contract/ Service Contract.

6.16 The Performance Bank Guarantee should be valid till the end of

„Service(s) Contract period‟ as defined in of the contract.

6.17 Failure of the successful Bidder 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 Bidder or call for new bids. Any decision in this regard by

IDBI Bank shall be final, conclusive and binding on the Bidder.

6.18 The Performance Security will be discharged by IDBI Bank and returned to

the Bidder after 90 days from the successful delivery of Service(s) and

support.

6.19 After IDBI Bank notifies the successful Bidder that its Bid has been

accepted, the Bidder should sign the contract/ Service Contract within 10

days of receipt of notification of award of contract/Bid.

6.20 Bidder 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 Bidder to fully meet all the requirements of the Bid

document.

6.21 The selected Bidder/s should allocate a dedicated Relationship Manager

(RM) for IDBI Bank within 15 days from the date of award of the contract.

The Relationship Manager would be the single-point contact for the Bank.

There should be one Relationship Manager located in Mumbai Zone, for

quick resolution of complaints and providing appropriate information and

reports on activities carried out on a daily basis.



42

6.22 The Bidder is expected to start all Service(s) within a maximum period of

10 Days from the date of written intimation from IDBI Bank. IDBI Bank would

review the commencement of services of the Bidder after one month of

the said intimation. In case the Bidder is not able to provide all the

required services at Mumbai Zone during this time period and/or if the

Bidder has not been able to render the cash pick up services to the

satisfaction of IDBI Bank, IDBI Bank shall be entitled to terminate the

Contract by giving one-month notice.

6.23 Engagement of Bidder(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 2 years, with an annual extension, with mutual consent

and on the existing terms and conditions.

6.24 In the event of Service(s) being found 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 month‟s notice. The Vendor, in case

desires to withdraw the Contract with the Bank, will have to serve Notice

period of minimum three months.

6.25 The contract with the successful Bidder will be for a period of three years.



43

Annexure – I

(Offer Covering Letter)

(To be included in Technical Bid)

Date : ___________________, 2016

The Deputy General Manager,

IDBI Bank Ltd

Ground Floor, CMS Collection,

Corporate Park, Unit No. 2,

Sion – Trombay Road,

Near Swastik Chembers,

Chembur, Mumbai – 400071

Sir,

Sub : RFP for Appointment of Service Provider for CASH pick-up and related

activities under Outsourced Model For IDBI Bank Limited

Ref No. IDBI-CMS/CASH - 2016/01

With reference to the above RFP, having examined understood and accepted

the instructions including all Annexure, terms and conditions forming part of the

RFP, we hereby enclose our offer for providing services for Cash pick-up and

related activities under outsourced model as mentioned in the RFP document

forming Technical as well as Commercial Bids being parts of the above referred

Bid.

In the event of acceptance of our Technical as well as Commercial Bids

by the Bank, we undertake to commence setting up the requisite

infrastructure for delivering the services as per the Contract to be signed with

IDBI Bank, if not available.

In the event of our selection by the Bank for undertaking the activities as set out

in the RFP document, we will submit a Performance Guarantee/security for a

sum equivalent to the Earnest Money Deposit (EMD) amount as specified in the

RFP, for contract period and additional to the maximum extent up to 6

months effective from the closure date of the Contract.

We agree to abide by the terms and conditions of this RFP.

Until a formal contract is executed, this tender offer, together with the Bank‟s

written acceptance thereof and Bank‟s notification of award, shall constitute a

binding contract between us.



44

We understand and agree that the Bank is not bound to accept the lowest or

any offer the Bank may receive.

We also certify that the information/data/particulars furnished in our bid are

factually correct. We also accept that in the event of any information/

data/particulars proving to be incorrect, IDBI Bank has the right to disqualify us

from the bid.

We certify that our entity has not been black listed by Govt. / Govt. Agency /

Bank(s) / Financial Institutions in Indian or overseas in the last three years.

We understand that IDBI Bank may reject any or all of the offers without

assigning any reason whatsoever.

We agree that any decision of IDBI Bank with regard to disqualification and

rejection of our bid/offers shall be final, conclusive and binding on us and we

shall not seek any clarification/reason and/or raise any objection thereto.

We enclose the following Demand Drafts issued In favor of IDBI Bank payable at

Mumbai :

1. DD No. DD No. : ___________ Dated DD-MMM-YYYY for Rs.25,000/- (Rupees Twenty-five

thousand only) as application fee of RFP issued by

______________________________________________.

DD No. : ____________ Dated DD-MMM-YYYY for Rs. ____________/- (Rupees

____________ __________________________ only), per state as EMD issued by

__________________ _____________________________.

Dated this __________ day of__________________ 2016.

Signature:

In the Capacity of:

Duly authorized to sign the tender offer for and on behalf of

Note: To be provided on the letter head of the entity.



45

Annexure-II

Eligibility Criteria for Bidders


The eligibility criteria for the Bidders to provide services for Cash pick-up and

related activities are as under: (compare it with eligibility)

Sr. No. Particulars Supporting Document

1 The Bidder should have minimum 5 years of

existence in the relevant business and must

be engaged with the Commercial Banks /

Financial Institution / NBFC for minimum

three years.

Provide copy of certificate of

incorporation / Partnership

Deed / Shop Establishment

License.

2 The Clientele list should include at least 5

corporate clients including minimum 2

Commercial Banks / Financial Institution /

NBFC.

Certificate/ letter to this extent

from the clients. (For IDBI Bank

it need not be submitted)

3 The minimum Turnover of the Firm should be

Rs.10.00 crore and 25% of the Revenue

should be from the said activity.

Statutory Auditor‟s certificate.

4 The firm should be profit making at least for

three previous years. The Net Profit of the

Firm should be Rs.25.00 Lakhs or more every

year.

Statutory Auditor‟s certificate.

5 The Bidder should be able to provide

services as specified in „scope of work‟

given in this RFP.

Self certification on letter

head signed by authorized

signatory.

6 The Bidder should have a business continuity

plan in place.



signatory.

7 The Bidder should not be blacklisted by any

Govt. /Govt. Agency /Bank(s)/Financial

Institutions in India or overseas in the last

three years.



signatory.

8 The Bidder should have readily available

infrastructure for overnight vaulting and

cash processing services



signatory.



46

9 The Bidder should have proper licenses

from Labour authority, under the Labour

Law and other required licenses and

documents to carry out this activity.

Relevant certificates.

10 Bidder should comply with all applicable

Union, State and local laws, ordinance,

regulations in performing its obligations

including the procurement of licenses,

permissions, certificates, etc. payment of

taxes, if required.

Relevant certificates

11 The Bidder should have trained

/experienced personnel and manpower to

carry out this activity. Sub-

contracting/outsourcing/consortium of any

work is not allowed.


head.

* The copies of the Certificates, documents, letters to be signed by the

authorized signatory whose details are mentioned in the Annexure III.

Signature and Seal of Bidder



47

Annexure – III

Details of the Bidder (To be included in Technical Bid)

S. No Item Details

1. General Details

1.1 Name of Entity (Bidder)

1.2 Postal Address

1.3 Telephone and Fax numbers

1.4 Constitution of the Entity

1.5 Details of ownership

1.6 Nature of activity

1.7 Name and designation of the authorized

signatory to make commitments to the IDBI

Bank

1.8 Email Address

1.9 Year of commencement of Business & number

of years in business

1.10 Service Tax Number

1.11 Income Tax Number (PAN)

1.12 Brief Description of facilities for undertaking the

services.

2 Financial Details (FY wise)

Year Annual Turnover Net Profit

2013-14

2014-15

2015-16



48

3. Other Details

3.1 Total number of employees

3.2 Major clients and services offered to them

Name of the client Nature of service Contact person and

number

3.3 Details of quality certifications, if any.

3.4 Other activities other than CMS, if any.

3.5 Disaster Recovery System & Business Continuity Plan

3.6 Security- System & Controls

3.7 Help Desk/Support Management

Place: Signature:

Date: Seal



49

Annexure – IV

Bank Details


1. Account number

2. Account Name in Bank

records

3. Name of the Bank

4. Address of the Bank

5. Type of Account

6. IFSC Code

7. Contact Person

8. Telephone No.

9. Fax No

e-mail

Remarks, if any

Signature:

Name of the Authorized Person:

Designation:

Company Seal

All authorizations should be collected

Note: Kindly enclose cancelled cheque of the above mentioned account

details.



50

Annexure-V


BIDDER‟S RESPONSE

S. No. Cash pick-up and related activities Bidder‟s response

1. Application Processing & Approval Yes/ No

1.1 The Bidder / Successful Bidder should have owned set

up for managing Cash pick-up and related activities

of the Bank.

1.2 The Bidder / Successful Bidder should ensure that all

the requirements should be available within 10 days

from the date of signing the Contract. The non-

availability of the functionality will attract penalties

including termination of contract.

1.3 The Bidder / Successful Bidder shall install the Cash

pick-up and related activities setup for the Bank, if not

available for future requirement within 10 days.

1.4 The cost for installing/upgrading /operating

/integrating with Bank‟s existing systems to be borne

by the Bidder / Bidder.

1.5 The Bidder / Successful Bidder should undertake

operational activities related to Cash pick-up and

related activities.

1.6 Turn Around Time (TAT) will be as per Bank‟s

requirements

1.7 Bidder / Successful Bidder need to do necessary

customization and to implement changes to meet

Bank‟s and regulatory requirements during the

currency of the Contract without any additional cost.

1.8 The Bidder / Successful Bidder should provide data

analytical reports such as the number of forms

processed/rejected with reasons thereon, and TAT etc.

or as required by the Bank at any time.

1.9 The Bidder / Successful Bidder should provide round

the clock reliable support for facilitating IDBI Bank to

handle Cash pick-up and related activities.

1.10 The process should be agreed through exchange of

knowledge for carrying the activities as per the scope

of work and should be documented.




51

Annexure-VI

Format for Commercial Bid for BOTCR

Name of the Zone : Mumbai, (Bid Other Than Central Railway)

Per Call Cash Pick up from Customer No of Occasions

in a month

(A)

Rate Per Slab

(B)

Price

C = (A x B)

Per Call Cost (Rs) (Rs)

Up to Rs. 1.00 Lakh 300

0

Rs. 1.01 Lakh to 2.00 Lakh 65 0

Rs. 2.01 Lakh to 5.00 Lakh 200 0

Rs. 5.01 Lakh to 10.00 Lakh 100 0

Rs. 10.01 Lakh to 50.00 Lakh 40 0

Rs. 50.00 Lakh and above 42 0

TOTAL - X 0 X

Monthly package Cost No of Locations

(A)

Rate (Rs)

(B)

Price

C = (A x B)

Up to Rs. 10.00 Lakh 20 0




TOTAL - Y 0 Y

Cash Processing / Verification & Sorting Volume of

Count

(A)

Rate Per 1000

Pieces

(B)

PRICE C = (A) /

1000 x (B)

Cash Processing / Verification & Sorting at

Bank / Customer‟s premises

100000 0

At Bidders Premises (Overnight voulting) 100000 0

TOTAL – Z 0 Z

NCM / Burial Arrangement Day‟s AMOUNT Per Thousand (Rs.)

Mumbai Zone

Day + 0

Day + 1

Day + 2

Refer to the Foot note on page 52.



52

Format for Commercial Bid for BCR

Name of the Zone : Mumbai, (Bid Central Railway)

Commencing cash pickup facility From the

Railway Station/Location Monthly Package

(Rupees)

Lump sum rate to be quoted for entire

activity of Central Railway for approximate

Collection of Rs.225 crore per month can be

extended or reduce further. Please also refer

to the Scope of work at Section III &

Annexure XVII in the RFP.

NCM / Burial Arrangement

Day‟s

AMOUNT Per Thousand

(Rs.)

Mumbai Zone

Day + 0

Day + 1

Day + 2

Foot Note

1 It is Mandatory to quote rates for all the activities, mentioned above for BOTCR and

single quote for BCR.

2 In case cash pick up is to be done on Sundays and/or Bank Holidays as per

instruction given by the Bank, 200% charges would be applicable over and above

the Agreement Rates on pro-rata basis.

3 The indicative numbers in the “No of Occasions”, “No of Location” & “Volume of

Counts” are tentative volume, based on the historical data which tents to vary in

future.

4 The L 1 Service Provider will be elected on the basis of Total Sum of X, Y & Z of the

„Format for Commercial Bid for BOTCR‟ in the Annexure VI. The L 1 Service Provider

will be elected on the basis Lump sum Amount in case of BCR.

5 In case, two Bidders are qualified for L-1for BOTCR, then the Total of X column (i.e.

Per Call Cash Pick up from Customer) will be considered for qualifying L 1.

6 In case, two Bidders are qualified for L-1 for BCR, IDBI Bank may take discretionary

decision based on the Technical Bid of the Bidder and a Visit to the premises of the

Bidder to finalise the Final L-1 Bidder. Finalising L 1 will be completely will be at the

discretion of the IDBI Bank.

7 The Rates for NCM / Burial arrangements will be negotiated, if required, at the time

of signing the Contract with the L 1 Vendor, for both BCR & BOTCR, separately.

However, the rates must be quoted in the Commercial Bid.

8 All prices should be exclusive of all taxes.

9 The Bidders will be short listed as per the evaluation model referred in the RFP.

10 The prices quoted should be valid for the period of contract (i.e. 36 months) and

should not be changed for any reason whatsoever it may be.

11 IDBI Bank Ltd reserves the right to accept any bid, and to annul the bid process

and reject all bids at any time prior to award of contract without thereby incurring



53

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

affected Bidder or Bidders of the grounds for IDBI Bank‟s action. Any decision in

these regards by IDBI Bank Ltd shall be Final, conclusive and binding on the

Bidder.




54

Annexure-VII

Template for Pre-Bid Queries

Bidder Name :

Contact Person :

Contact number :

email id:

Sr

No

RFP Ref

Page

No

RFP Clause

No

Existing clause Details Clarification Sought

1

2

3

4

5

6

7

Prospective Bidder, if required, may seek any clarification in relation to this RFP in

writing or by way of an E-mail to [email protected] . IDBI Bank will hold

pre-bid meeting on October 12, 2016, at 3.00 P.M. as indicated in the Document

control Sheet for addressing queries / clarification about this RFP, The queries /

clarification from the prospective Bidder must be received by the Bank in the

above email before 3.00 PM on October 10, 2016. The Queries / clarification

received after the defined date will not be entertained.




55

Annexure- VIII

Undertaking (On Stamp Paper of relevant value)

(To be included in Technical Bid Envelope)

We, [] (name and designation) on behalf of [] having its registered office/

principal office at [] have submitted a Bid proposal to IDBI Bank for [●] in

response to the Request for Proposal (RFP) dated [] issued by IDBI Bank.

a. We are duly authorized persons to submit this undertaking

b. We have read and understood the aforesaid RFP and we hereby

convey our absolute and unconditional acceptance to the

aforesaid RFP.

c. We do not have any business relationship with IDBI Bank including its

directors and officers which may result in any conflict of interest

between us and IDBI Bank. We shall on occurrence of any such

event immediately inform the concerned authorities of the same

d. We have submitted our Bid in compliance with the specific

requirements as mentioned in this RFP.

e. We have provided all the necessary information and details as

required by IDBI Bank and shall provide with such additional

information‟s may be required by IDBI Bank from time to time.

f. Neither we nor any of our employee/director has been barred from

providing the Services nor are we in negative list/blacklisted by any

public sector Banks, statutory or regulatory or investigative agencies

in India or abroad.

g. All the information furnished here in and as per the document

submitted is true and accurate and nothing has been concealed or

tampered with. We have gone through all the conditions of Bid and

are aware that we would be liable to any punitive action in case of

furnishing of false information / documents.

It is certified that the information furnished herein and as per the document

submitted is true and accurate and nothing has been concealed or tampered

with. We have gone through all the conditions of bid and are liable to any

punitive action for furnishing false information/documents.

It is further certified that we have not modified or deleted any text / matter in

this RFP.

Dated this _____ day of ____________________ 2016

Signature

(Company Seal)

__________________

In the capacity of

Duly authorized to sign bids for and on behalf of:



56

Annexure- IX CONTRACT (SERVICE AGREEMENT) (On Stamp Paper of relevant value)

THIS CONTRACT is made at Mumbai this _____ day of _______________ Two Thousand

and Sixteen

BETWEEN :

M/s _________________________________________________________ a company registered

under Companies Act, 1956 and having its registered office at __________________

(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 ONE PART ;

AND :

IDBI BANK LIMITED, a company registered under the Companies Act, 1956 (1 of

1956) and a company within the meaning of Section 2(20) of the Companies

Act, 2013 and a Banking company within the meaning of Section 5 (c) of the

Banking Regulation Act, 1949 (10 of 1949) and having its registered office at IDBI

Tower, WTC Complex, Cuffe Parade, Mumbai – 400 005 (hereinafter called “the

Bank” 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. The Bank, vide its RFP No. [] dated [] (RFP) had called for the bids for

engagement of vendor for Cash pick up and related activities under

outsourced model for the IDBI Bank and provide services as per the Scope

of Work mentioned in the RFP bearing Reference No………........................

(Comprehensive description of Service(s)) [Hereinafter referred to as “the

Service(s)”]

2. The Successful Vendor has represented that it is engaged in the business

of providing the Services and has all the requisite skills, expertise,

experience and necessary facilitates for providing/rendering/delivering

the Service(s) to IDBI Bank.

3. IDBI Bank, relying upon the representations and warranties made by the

Successful Vendor, has accepted its Bid for rendering/delivering the

Service(s) as per the price (rates) quoted in Schedule of Charges of the

RFP (hereinafter called “the Contract Price”). The Parties hereby enter into

this contract to provide the Service(s), on the terms and conditions

appearing hereinafter



57

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:

1 DEFINITIONS

For the purposes of this Contract, 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 and includes, (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 Contract and (v) all such other information

which by its nature or the circumstances of its disclosure is confidential.

It further means and includes all data, documents and information (including

information transmitted in written, electronic, magnetic or other form and also

information transmitted orally or visually and whether or not marked „confidential‟)

disclosed/ furnished or to be disclosed/furnished by the IDBI Bank to the Successful

Bidder, relating to the Purpose or the assets, affairs, dealings, organization, customers,

suppliers, contractors, distributors, officers, employees, business, condition (financial or

otherwise), prospects or information of whatever nature of, or relating to the business of

IDBI Bank or its partners or the arrangements between IDBI Bank and third parties, in

each case as provided by IDBI Bank or on its behalf to the Successful Bidder or any of its

representatives. Confidential Information shall also include all information of which

unauthorized disclosure could be detrimental to the interests of IDBI Bank or its

subsidiaries or affiliates whether or not such information is identified as Confidential

Information. By example and without limitation, Confidential Information includes, but is

not limited to, any and all information of the following or similar nature, whether or not

reduced to writing: customer lists, customer details, customer and supplier identities and

characteristics, agreements, marketing knowledge and information, sales figures,

pricing information, marketing plans and business plans, strategies, forecasts, financial

information, budgets, software, research papers, projections, procedures, routines,

quality control and manufacturing procedures, patents, patent applications, processes,

formulas, trade secrets, innovations, inventions, discoveries, improvements, research or

development and test results, data, know-how, formats, plans, sketches, specifications,

details of the employees, litigations instituted or defended, profit and loss accounts,

various internal policies, penalties imposed by the regulators, drawings, models,



58

information disclosed orally or visually, that are treated as confidential or proprietary at

the time of disclosure and, are designated as confidential in writing and any other

information or procedures that are treated as or designated secret or confidential by

IDBI Bank.

The Successful Bidder may use the Confidential Information solely for and in connection

with the purpose of the Contract and shall not use the Confidential Information or any

part thereof for any reason other than the purpose. Notwithstanding the foregoing,

“Confidential Information” shall not include any information which the Successful Bidder

can show: (a) is now or subsequently becomes legally and publicly available without

breach of this Contract by the Successful Bidder, (b) was rightfully in the possession of

the Successful Bidder without any obligation of confidentiality prior to receiving it from

IDBI Bank, (c) was rightfully obtained by Successful Bidder from a source other than IDBI

Bank without any obligation of confidentiality, or (d) was developed by or for the

Successful Bidder independently and without reference to any Confidential Information

and such independent development can be shown by documentary evidence.

"Contract" 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.

"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 pick up

and thereafter handling, processing, verifying & sorting service(s) at the Customer‟s

Premises / IDBI Bank's premises and Vendor's premises and overnight cash vaulting,

Cash disposal / burial; 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 Contract as mentioned in the RFP.

"Term" shall have the meaning ascribed to it in Clause 14.1



59

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 Scope of Work and shall perform all

operations and assignments and render all services as may be necessary and

incidental to fulfill its obligations under this Contract. 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

Contract, shall be deemed to be included in the Scope of Services (Section III of RFP

Document) of the Vendor. The Vendor is committed to using its 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

Contract. The Vendor shall facilitate tapping of its pool of employees, consultants,

advisors and security experts and analysts during the tenure of the Contract 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 PAYMENT OF FEES

3.1 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

Section 4.17 (Schedule of Charges)of the RFP.

(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 CMS

Ops, IDBI Bank, Chembur, Mumbai.

(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.

3.2 Payments

In consideration of the Services, IDBI Bank shall make payment in respect of the invoices

raised and prepared by the Vendor. The Vendor shall be responsible for its own as well

as its personnel‟s income tax. The Fees or the rates are comprehensive and inclusive of

all duties, levies, taxes, costs, charges and incidental expenses and are not subject to

escalation. Apart from the amounts computed, no further sums, charges, fees, costs or

consideration of any nature whatsoever shall be payable by IDBI Bank to Vendor in



60

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.

4. DISPUTED PAYMENTS & SETOFF

4.1 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 Contract. 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 Contract, 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.

4.2 IDBI Bank shall apply any damages or non-conformance compensation or other

amounts due or accrued to IDBI Bank under this Contract to reduce any amount due or

accrued to the Vendor under this Contract or any other arrangement.

Note: -It is clarified that there would not be any changes in the above mentioned

clauses.

4.3 The Vendor shall not reduce any damage or non-conformance compensation

or other amount due or accrued to IDBI Bank under this Contract (by set-off or

otherwise).

5. TAXES

5.1 The Vendor 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

Contract. New additional taxes levied by the Government, if any, will be chargeable

extra as per actual.

5.2 Notwithstanding anything contained in this Contract, 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.



61

6. DISPUTE RESOLUTION MECHANISM

6.1 The Parties shall use their best efforts to amicably settle all disputes arising out of

or in connection with this Contract 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 the GM, CMS 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 30

days.

Note: - It is clarified that from the Vendor‟s side that apart from the Chief Executive

Officer, any person specifically authorized for this purpose by the Board of Directors

may also be referred for negotiation.

6.2 The Parties agree that any dispute between the Parties, which cannot be settled

by negotiation in the manner described in Clause 6.1 hereof, may be resolved

exclusively by Arbitration and such dispute may be submitted by either Party to

Arbitration within 30 days of the failure of negotiations. Arbitration shall be held in

Mumbai, India and conducted in accordance with the provision of Arbitration and

Conciliation Act 1996 or any statutory modification or re-enactment thereof. Each party

to the dispute shall appoint one arbitrator each and the two arbitrators shall jointly

appoint the third or the presiding arbitrator. The arbitration proceedings shall be

conducted in English language. Subject to the above, the courts of law at Mumbai

alone shall have the jurisdiction in respect of all matters connected with the Contract.

The arbitration award shall be final and binding upon the Parties and judgment may be

entered thereon, upon the application of either party to a court of competent

jurisdiction. Each party shall bear the cost of preparing and presenting its case, and the

cost of arbitration, including fees and expenses of the arbitrators, shall be shared

equally by the Parties unless the award otherwise provides.

6.3 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 Contract notwithstanding the existence of any

dispute between the Parties or the subsistence of any arbitration or other proceedings.

7. REPRESENTATIONS & WARRANTY OF THE VENDOR

7.1 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:

(a) The Vendor has the expertise, resources, infrastructure, qualified manpower and

information technology resources to provide the Services and hereby warrants that it



62

shall provide the Services meeting the highest quality standards as specified by the

Bank from time to time.

(b) The Vendor warrants that all Services provided hereunder shall conform to the

requirements of this Contract and the Vendor shall at all times adhere to Good Industry

Practices.

(c) 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.

(d) 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 in relation thereto.

(e) That all the representations and warranties as have been made by the Vendor

with respect to its Bid and this Contract, are true and accurate, and shall continue to

remain true and accurate through the term of this Contract.

(f) 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.

(g) That there are – (i) no legal proceedings pending or threatened against Vendor

or its team which adversely affect/may affect performance under this Contract; 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.

(h) That neither the execution and delivery by the Vendor of this Contract nor the

Vendor‟s compliance with or performance of the terms and provisions of this Contract

(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.

7.2 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 Clause 7.1, 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. Deficiencies in Services that cannot be resolved by the Parties

may be resolved under the dispute resolution procedures set forth in Clause 6 of this

Contract. IDBI Bank shall make reasonable efforts to review the Services on a monthly

basis.



63

7.3 The Vendor Representations & Warranties (Personnel)

(a) The Vendor shall furnish personnel with the skills and experience appropriate to

satisfy with the requirements of this Contract (the "Vendor Personnel"). The Vendor

Personnel provided under this Contract 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 Contract.

(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.

7.4 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 Contract.

7.5 CHANGES IN VENDOR PERSONNEL

(a) If IDBI Bank deems any of the Vendor Personnel unsuitable, incompetent,

dishonest or uncooperative, it shall without delay, informed 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 Contract.

7.6 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.



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8. INSURANCE

8.1 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 every year as and when such insurance policies are

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.

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.

8.2 IDBI Bank shall have no liability whatsoever for any loss or injury to any individual

assigned to perform the Services under this Contract 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.

8.3 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.

9. CORPORATE REPRESENTATIONS BY THE VENDOR

The Vendor represents warrants and covenants that:



65

9.1 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)

9.2 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 Contract.

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 Contract.

9.3 No Breach

None of the execution and delivery of this Contract, 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 contract or instrument or arrangement.

9.4 Corporate Action

The Vendor has all the necessary power and authority to execute, deliver and perform

its obligations under this Contract; and the execution, delivery and performance by the

Vendor of this Contract has been duly authorized by all necessary action on its part;

and this Contract has been duly and validly executed and delivered by the Vendor

and constitutes legal, valid and binding obligations of the Vendor enforceable in

accordance with its terms except as the enforceability thereof may be limited by

winding up proceedings, bankruptcy, insolvency, reorganization or moratorium or other

similar laws relating to the enforcement of creditor‟s rights generally and general

equitable principles.

10. 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 one

month notice in writing to the Vendor and the Vendor shall be entitled for payment up

to the date of such modification, cancellation or suspension becoming effective. Any



66

monies paid by IDBI Bank to the Vendor as advances prior to any cancellation or

suspension, shall, 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.

11. CONFIDENTIALITY AND DISCLOSURES

11.1 The Parties agree that they shall hold in trust any Confidential Information

received by either Party, under this Contract, and the strictest of confidence

shall be maintained in respect of such Confidential Information. The Parties also

agree:

(i) To maintain and use the Confidential Information only for the purposes of this

Contract 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 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) The Vendor to retain the related documents for a period of five (5) years from

the date of execution/receipt and to be treated it as Confidential Information. In

the event of earlier termination of this Contract, the Parties hereby agree to

maintain the confidentiality of the Confidential Information for a further period of

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 Contract;

(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.



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

of the disclosing Party. Upon termination of this Contract, Confidential

Information shall be returned to the disclosing Party or destroyed, if incapable of

return. The destruction shall be witnessed and so recorded, in writing, by an

authorized representative of each of the Parties.

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 Contract without the prior written

consent of the other Party. The obligations of this Clause shall be satisfied by

handling Confidential Information with the same degree of care, which the

receiving Party applies to its own similar confidential information but in no event

less than reasonable care. The obligations of this Clause shall survive the

expiration, cancellation or termination of this Contract.

11.5 The provision of this clause shall survive termination of the Contract till such

Confidential Information enters public domain.

12. INDEMNIFICATION

12.1 Indemnity by the Vendor

In case of BCR, the Vendor agrees to indemnify to the extent of Rs. 25.00 crore and in

case if BOTCR, the Vendor Agrees to indemnify & 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

(ii) The Vendor's breach of the representations and warranties specified in this

Contract;

(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;

For the purposes of this Contract, 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 Contract for any reason with regard to any indemnity claims

arising in relation to the performance hereof.



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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 Contract 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 3 (three) 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 Contract

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 Contract 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 Contract prior to such termination.

14. TERM & TERMINATION OF THE CONTRACT

14.1 Term

This Contract shall be effective from the date hereof 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 Contract may be renewed for further period ("Renewal Term"), by

mutual agreement of the Parties in writing. The Fees for the Services under the

renewed Contract shall be on the existing terms and conditions.

14.2 Termination by IDBI Bank

(a) IDBI Bank shall be entitled to terminate this Contract without assigning any

reason whatsoever and without payment of any costs, charges or compensation

by providing a prior written notice of 30 (Thirty) days. The Contract shall stand

terminated on the expiry of the said period of 30 days relieving both Parties of

their respective obligations, save such obligations and / or liabilities of the

Vendor that, by their nature, and survive the termination of this Contract.



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(b) IDBI Bank shall be entitled to terminate this Contract :

(i) 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

(ii) If the Vendor fails to start the required Services to the satisfaction of IDBI within

one months of written intimation from the Bank

(iii) If the Vendor delivers non conforming Services, in whole or in part; or

(iv) 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

(v) If the Vendor, intentionally or unintentionally, disregards or violates any

Applicable Laws or conditions of any applicable permits; or

(vi) If the Vendor fails to correct defects and deficiencies in any Services in a timely

manner; or

(vii) If any of the representations or warranties provided by the Vendor are found to

be false or incorrect; or

(viii) If the Vendor breaches any other material term of this Contract.

(ix) 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.

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

manner whatsoever

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

discretion, provide the Vendor with written notice of IDBI Bank's intention to

terminate for default. In the event the Vendor does not cure such failure within 7

(seven) days of such notice, IDBI Bank may, by written notice, forthwith terminate

this Contract.

(d) 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, in case desires to withdraw the Contract with the Bank, will

have to serve Notice period of minimum three months.



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14.3 Consequences of termination

14.3.1 If IDBI Bank elects to terminate this Contract under the provisions of Clause 14.2

above, the Vendor shall, without prejudice to any other rights or remedies of IDBI

Bank in this Contract or at law or in equity, do one or more of the following:

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 Contract 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, in so far 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. Upon such notification of termination, the Vendor shall immediately

discontinue performance of the Services (unless such notice of termination

directs otherwise).

14.3.4 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 Contract until such time as the exact

amount of damages due to IDBI Bank from the Vendor is fully determined.

15. 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:



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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.

16. GOVERNING LAW / JURISDICTION:

This Contract 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.

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 Contract agrees that in performance of Services under this

Contract, 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 Contract.

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

Contract, 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

Contract.

18.3 Breach of the above clause will lead to termination of this Contract 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 Contract prior to such termination.

18.4 Subcontracting: The Vendor shall not employ the services of any sub contractor

directly or indirectly without prior written approval of IDBI Bank.

18.5 Assignment

(a) This Contract shall not be assigned either fully or in part by the Vendor to any

third party without the prior written consent of IDBI Bank. IDBI Bank may, in

whole or in part, assign this Contract to any third party without the consent

of the Vendor.

(b) Nothing contained herein shall prevent the use by or the assignment of this

Contract by IDBI Bank.



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18.6 Relationship between Parties

(a) The Vendor is serving as an independent Vendor to IDBI Bank hereunder,

and this Contract creates no partnership, 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, and

(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.

18.7 Entire Contract

This Contract, together with the attachments, annexure 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.

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 Contract 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 Contract does not 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 Contract 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 Contract 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 Inspection/ Audit



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(a) 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.

(b) 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 5 (five) 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.

(c) 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 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.

(d) In no event shall IDBI Bank be liable for any indirect, special or consequential

damages which may arise under this Contract

(e) 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

18.12 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.

18.13 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 Contract or as a limitation of the scope of the

particular Clause to which the title refers.

18.14 Survival

Any provision of this Contract which either expressly or by implication survive the

termination or expiration of this Contract shall be complied with, by the Parties in the

same manner as if the present Contract is valid and in force.



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19. Penalty

Any financial / legal / potential claim received from Bank‟s client, due to

negligence / lapses / carelessness / deficiency/ Fidelity in services as a part of

service provider‟s assignment Contract then entire claim amount will be

adjusted from the services provider‟s reimbursement due from IDBI Bank.

In addition to above, Bank shall charge penalty at the Bank base rate,

applicable at that point of time, towards notional loss to the Bank.

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 Contract 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 Contract and should be read as

forming part of this Contract and the Contract 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 Contract will be executed by abiding laws and the directive, instructions,

guidelines issued by the Regulators (including RBI) and competent authority from

time to time. During the tenure of the Contract nothing shall be done by the

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.

b) During the tenure of the Contract, Reserve Bank of India or one or more of its

officers or any person authorized by it shall have the right to inspect the books

and account of the 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.



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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 Contract.

b) Forthwith upon expiry or earlier termination of the Contract 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.

d) 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.

e) Retention period for document – Deposit slips, Deposit summary, Return

Summary, Pickup Run sheets and other Banking related documents is 5

years from the date of its execution.

23. The RFP Document bearing Reference No._________________________ or

Corrigendum/s (if any) including the following and the annexure thereto

and this Contract shall be deemed to form and be read and construed as

part of this Contract :

i. Request for Proposal

ii. Eligibility Criteria for the Bidder

iii. Scope of Work

iv. Infrastructural Requirements and General Terms & Conditions

v. Instructions to the Bidder

vi. Evaluation and Processing of Bids

vii. Commercial's accepted by Bank.

viii. All Annexure (I to XVII), including Offer Covering Letter, Undertaking,

Contract (Service Agreement), Performance Bank

Guarantee/Security, Deed of Indemnity, Non-Disclosure Agreement.

24. Effective date and validity:

This Contract shall come into effect from _____________. It shall be in force till

_____________ or it‟s terminated, whichever is earlier.



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IN WITNESS WHEREOF, the Parties have caused this Contract to be duly executed on the

date, month and year hereinabove written

SIGNED AND DELIVERED BY

within named VENDOR ………

In the presence of:

)

)

)

)

)


the within named

IDBI Bank Ltd.

In the presence of:

)

)

)

)

)



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Annexure - X

Performance Bank Guarantee / Security

(On Stamp Paper of relevant value)

Sr No Particulars

1 Bank Guarantee No. /Fixed

deposit No.

2 Bank Guarantee Amount /Fixed

Deposit Amount

3 Expiry Date

4 Claim Amount

5 Account: M/s.

Note: The Successful Bidder has to submit the performance guarantee in the

form of Bank Guarantee as per Annexure XI for the equivalent amount

mentioned at clause 6.13 in the Section Six of the RFP.



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ANNEXURE - XI

GUARANTEE FOR PERFORMANCE OF CONTRACT


THIS GUARANTEE CONTRACT executed at ___________ this ________ day of

_____________ Two Thousand Sixteen

BY:

______________________ Bank, a body corporate constituted under

_______________, having its Registered Office/ Head Office at ______________,

and a Branch Office at _____________________________________________________

(hereinafter referred to as “the Guarantor”, which expression shall, unless it be

repugnant to the subject, meaning or context thereof, be deemed to mean

and include its successors and assigns)

IN FAVOUR OF:

IDBI Bank Ltd, a company registered under the Companies Act, 1956 (1 of 1956)

and a company within the meaning of Section 2(20) of the Companies Act,

2013 and a Banking company within the meaning of Section 5 (c) of the

Banking Regulation Act, 1949 (10 of 1949) and having its registered office at IDBI

Tower, WTC Complex, Cuffe Parade, Mumbai – 400 005 (hereinafter referred to

as “IDBI Bank” or “Bank” which expression shall unless it be repugnant to the

subject, meaning or context thereof, be deemed to mean and include its

successors and assigns).

WHEREAS, IDBI Bank through Request for Proposal bearing reference

no............dated [].(hereinafter referred to as “RFP”) invited the bids for

engagement of Bidder to undertake Cash pick-up and related activities services

under outsourced model for IDBI Bank. M/s.……………………… have been

appointed as the Bidder (hereinafter referred to as "Service Provider") and

accordingly the Bidder and the Bank have entered into contract on

......................., as per the terms and conditions contained therein and in the bid

document bearing reference no.................RFP [hereinafter referred to as “the

Contract"]. The Bidder has strictly agreed to abide with the terms of Contract

and the said documents. The Bidder has also furnished indemnity deed dated

[] and non-disclosure / confidentiality Contract dated [] and as such is bound

by the same.

AND WHEREAS pursuant to the RFP, the Contract, Annexure, Schedule, Forms

and the other related documents (hereinafter collectively referred to as “the

said documents”, the Bank has agreed to avail from …………………. and

……………………………. has agreed to provide to the IDBI Bank …………………. ,

more particularly described in the RFP (hereinafter collectively referred to as

“the Service(s)”), subject to payment of the Contract Price, as stated in the said



79

documents (the Contract Price) and also subject to the terms, conditions,

covenants, provisions and stipulations contained the said documents.

AND WHEREAS the Bidder has duly signed the said documents.

AND WHEREAS in terms of the Contract, the Bidder has agreed to provide the

Service(s) and to procure an unconditional and irrevocable performance Bank

guarantee, in favor of IDBI Bank, from a Bank acceptable to the IDBI Bank for

securing the faithful observance and performance by the Bidder of the terms,

conditions, covenants, stipulations, provisions of the said documents.

AND WHEREAS at the request of the Service Provider, the Guarantor has agreed

to guarantee IDBI Bank, payment of Rs. (Rupees ..................................................

only) towards faithful observance and performance by the Bidder of the terms

of the Contract and the said documents.

NOW THEREFORE THIS CONTRACT WITNESSETH AS FOLLOWS:

In consideration of the above premises, the Guarantor hereby unconditionally,

absolutely and irrevocably guarantees to the Bank as follows:

The words and expressions not specifically defined shall have the same

meanings as are respectively assigned to them in the RFP

1. The Guarantor hereby unconditionally guarantees and undertakes to pay,

on demand, to the IDBI Bank at its office at Mumbai forthwith, the sum of

Rs.……………………………………….or any part thereof, as the case may

be, as aforesaid due to the IDBI Bank from the Service Provider, towards

any loss, costs, damages, etc. suffered by the IDBI Bank on account of

default or breach of the Bidder in the faithful observance and

performance of the terms, conditions, covenants, stipulations, provisions of

the Contract and/or the said documents, without any demur, reservation,

contest, recourse or protest or without any reference to the Service

Provider. Any such demand or claim made by the IDBI Bank, on the

Guarantor shall be final, conclusive and binding, notwithstanding any

difference or any dispute between the IDBI Bank and the Bidder or any

dispute between the IDBI Bank and the Bidder pending before any Court,

Tribunal, Arbitrator, or any other authority.

2. The Guarantor agrees and undertakes not to revoke this Guarantee

during the currency of these presents/the said documents, without the

previous written consent of the IDBI Bank and further agrees that the

Guarantee herein contained shall continue to be enforceable until and

unless it is discharged earlier by IDBI Bank, in writing.

3. IDBI Bank shall be the sole judge to decide whether the Bidder has failed

to perform and/or observe the terms of the Contract or the said

documents or for providing the Services by the Bidder to IDBI Bank, and on



80

account of the said failure what amount has become payable by the

Bidder to the IDBI Bank under this Guarantee. The decision of the IDBI

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

and the Guarantor shall not be entitled to demand IDBI Bank to establish

its claim under this Guarantee, but shall pay forthwith, the sums

demanded, without any objection, whatsoever.

4. To give effect to this Guarantee, IDBI Bank, may act as though the

Guarantor was the principal debtor to IDBI Bank.

5. The liability of the Guarantor, under this Guarantee shall not be affected

by:

(a) any change in the constitution or winding up of the Bidder or any

absorption, merger or amalgamation of the Bidder with any other

company, corporation or concern; or

(b) Any change in the management of the Bidder or takeover of the

management of the Bidder by the Government or by any other authority;

or

(c) Acquisition or change in constitution of the Bidder and/or of any of its

undertaking(s) pursuant to any law; or

(d) Any change in the constitution of IDBI Bank; or

(e) Any change in the setup of the Guarantor which may be by way of

change in the constitution, winding up, voluntary or otherwise, absorption,

merger or amalgamation or otherwise; or

(f) The absence or deficiency of powers on the part of the Guarantor to give

Guarantees and/or Indemnities or any irregularity in the exercise of such

powers.

(g) Any variance in the terms and conditions of the said documents.

6. IDBI Bank shall be at liberty to make any modification or otherwise vary or

alter the said terms & conditions and/or rules or regulations concerning

the said documents and the same will not in any way discharge or

otherwise vitiate or affect this Guarantee. Notwithstanding anything

contained hereinabove, the liability of the Guarantor hereunder shall not

exceed the rupee equivalent of ………………………………………. (In

words).

7. Any act or omission, time or indulgence granted by IDBI Bank to the

Bidder and/or Guarantor if any will also not discharge this Guarantee or

otherwise vitiate or affect or prejudice this Guarantee. Notwithstanding

anything to the contrary contained herein, and / or any indulgence

shown by IDBI Bank, the Guarantee hereby furnished shall remain in full

force and effect until the ultimate balance of the entire dues of IDBI Bank

being Rs. [] under this Guarantee as aforesaid have been pain in full.



81

8. The Guarantor shall on demand make the payment without set-off and

free and clear of any deductions, charges, fees, or withholding of any

nature presently or in the future imposed, levied, collected, withheld or

assessed by the Government or any political subdivision or authority and

therein and thereof.

9. The Guarantor confirms that a mere letter from IDBI Bank that there has

been a default/failure on the part of the Bidder in faithfully observing and

performing the terms, conditions, covenants, stipulations, provisions, of the

Contract/ the said documents, shall without any other or further proof be

final, conclusive and binding on the Guarantor.

10. This Guarantee will expire on ___________________ (expiry date).

However,

Any demand or claim under this Guarantee must be received by the

Guarantor by ………. (Date) ([●] after the expiry date).

11. This Guarantee shall be binding upon the Guarantor and successors –in -

interest and shall be irrevocable.

12. For all purposes connected with this Guarantee and in respect of all

disputes and differences under or in respect of these presents or arising

there from the courts of Mumbai shall have exclusive jurisdiction.

IN WITNESS WHEREOF the Guarantor has caused these presents to be executed

on the day, month and year first herein above written as hereinafter appearing.


The within named Guarantor,

______________________,

By the hand of Shri.__________,

It‟s authorized official.



82

Annexure-XII

Deed of Indemnity (On Stamp Paper of relevant value)

This Deed of Indemnity executed at Mumbai on the ______ day of _______

by ________________________________________ (hereinafter referred to as “the

Obligor” which expression shall unless it be repugnant to the context, subject or

meaning thereof, shall be deemed to mean and include successors and

permitted assigns);

IN FAVOUR OF

IDBI Bank Limited, a company registered and incorporated under the

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

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

of section 5 (c) of the Banking Regulation Act, 1949 (10 of 1949) having its

registered office at IDBI Tower, WTC Complex, Cuffe Parade, Mumbai – 400 005

(hereinafter referred to as “IDBI Bank” which expression shall, unless it be

repugnant to the subject or context or meaning thereof, be deemed to mean

and include its successors and assigns)

WHEREAS IDBI Bank vide its RFP No [] dated [] (RFP) had invited Bids from the

eligible Bidders for Cash pickup and related activities.

AND WHEREAS

(1) The Obligor has

(a) Offered to IDBI Bank the Cash pick-up and related activities services

under outsourced model (hereinafter referred to as “the Services”),

as per the specifications provided under RFP Request for Proposal

bearing Reference No............... (Hereinafter referred to as “RFP /Bid

Document”);

(b) represented and warranted that they have all permissions,

consents, approvals and license from all authorities, both

regulatory/statutory and non-regulatory, for executing the

Service(s) as stated in the Contract dated……… to IDBI Bank;

(c) Represented and warranted that the aforesaid Service(s) offered to

IDBI Bank do not violate any provisions of the applicable laws,

regulations or guidelines including laws relating to intellectual

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

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

remedied the same will be got remedied immediately during the

implementation, maintenance and contract period to the

satisfaction of IDBI Bank;



83

(d) Represented and warranted that they are authorized and legally

eligible and otherwise entitled and competent to enter into such

contract(s) with IDBI Bank;

(2) IDBI Bank, relying and based on the aforesaid representations and

warranties of the Obligor, has agreed to avail the Service(s) of the Obligor

on the terms and conditions contained in its Contract dated

____________________ (the Contract) with the Obligor;

(3) One of the conditions of the aforesaid Contract is that the Obligor is

required to furnish an indemnity in favor of IDBI Bank indemnifying the

latter against any loss, damages or claims arising out of any violations of

the applicable laws, regulations, guidelines during the execution and

rendering of its Service(s) to IDBI Bank over the contract period as also for

and / or due to breach of terms and conditions of the Contract

committed by the Obligor on account of misconduct, omission or

negligence or otherwise by the Obligor.

(4) In pursuance thereof, the Obligor has agreed to furnish an indemnity in

the form and manner and to the satisfaction of IDBI Bank as hereinafter

appearing;

NOW THIS DEED WITNESSETH AS UNDER: -


meanings as are respectively assigned to them in the RFP/the Contract

In consideration of IDBI Bank having agreed to award the aforesaid

Service(s)/job to the Obligor, more particularly described and stated in the

aforesaid Contract, the Obligor do hereby unconditionally, absolutely and

irrevocably agree and undertake that: -

(1) The Obligor shall, at all times hereinafter, save and keep harmless and

indemnified IDBI Bank, including its respective directors, officers,

employees, agents and representatives and keep them indemnified from

and against any claim, costs, charges, damages, demand, losses,

liabilities or expenses of any nature and kind whatsoever and by

whomsoever made in respect of the Contract and any loss or damage

caused from and against all suits and other actions that may be instituted

taken or preferred against IDBI Bank by whomsoever and all losses,

damages, costs, charges and expenses that IDBI Bank may incur by

reason of any claim made by any claimant for any reason whatsoever or

by anybody claiming under them or otherwise for any losses, damages or



84

claims arising out of all kinds of accidents, destruction, deliberate or

otherwise, direct or indirect, from those arising out of unauthorized

disclosure of Confidential Information or violation of applicable laws

including those relating to intellectual property rights, rules, regulations,

guidelines and also from the environmental damages, if any, which may

occur or result from the terms of the Contract.

(2) The Obligor further agrees and undertakes that the Obligor shall, ensure

that all the permissions, authorizations, consents and licenses are obtained

and renewed from the local and/or municipal and/or governmental

authorities, as may be required under the applicable laws, rules,

regulations, guidelines, orders framed or issued by any appropriate

authorities.

(3) If any additional approval, consent or permission is required by the

Obligor to execute and perform the Contract during the currency of the

Contract, it shall procure the same and/or comply with the conditions

stipulated by the concerned authorities without any delay.

(4) The obligations of the Obligor herein are irrevocable, absolute and

unconditional, in each case irrespective of the value, genuineness,

validity, regularity or enforceability of the aforesaid Contract or other

Contract, or the insolvency, Bankruptcy, reorganization, dissolution,

liquidation or change in ownership of IDBI Bank or Obligor or any other

circumstance whatsoever which might otherwise constitute a discharge

or defense of an indemnifier.

(5) The obligations of the Obligor under this deed shall not be affected by

any act, omission, matter or thing which, would reduce, release or

prejudice the Obligor from any of the indemnified obligations under this

indemnity or prejudice or diminish the indemnified obligations in whole or

in part, including in law, equity or contract (whether or not known to it, or

to IDBI Bank).

(6) This indemnity shall survive the Contract.

(7) Any notice, request or other communication to be given or made under

this indemnity shall be in writing addressed to either party at the address

stated in the aforesaid Contract and or as stated above.

(8) This indemnity and other non-contractual obligations arising out of this

indemnity, shall be governed by, and construed in accordance with, the



85

laws of India. The Obligor irrevocably and unconditionally agrees that any

legal action, suit or proceedings arising out of or relating to this indemnity

may be brought in the Courts/Tribunals at Mumbai. Final judgment against

the Obligor in any such action, suit or proceeding shall be conclusive and

may be enforced in any other jurisdiction, by suit on the judgment, a

certified copy of which shall be conclusive evidence of the judgment, or

in any other manner provided by law. By the execution of this indemnity,

the Obligor irrevocably submits to the exclusive jurisdiction of such

Court/Tribunal in any such action, suit or proceeding.

(9) 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 authorized official of the Obligor



86

Annexure -XIII

Non-Disclosure Agreement


This Non-Disclosure Agreement ("Agreement/NDA") is made on this_____ day

of_______________, 2015.

BETWEEN

IDBI Bank Limited, a company incorporated and registered under the

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

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

of Section 5 (c) of the Banking Regulation Act, 1949 (10 of 1949) and having its

registered office at IDBI Tower, WTC Complex, Cuffe Parade, Mumbai – 400 005

(hereinafter called “the IDBI Bank/Bank” which expression shall unless it be

repugnant to the subject, context or meaning thereof shall be deemed to mean

and include its successors and assigns) of the ONE PART;

AND

_________________________________________________ (Name of Successful Bidder)

of _______________ (please specify the registered office/ principal office of the

(Bidder) (hereinafter called “the Successful Bidder/ Successful Bidder” which

expression shall unless it be repugnant to the subject, context or meaning

thereof shall be deemed to mean and include its successors) of the OTHER PART;

IDBI Bank and Successful Bidder, wherever the context so permits, shall

hereinafter collectively refer to as the “Parties” and individually as a “Party”.

WHEREAS IDBI Bank vide its RFP No. [●] dated [●] (RFP) had invited for the Bids

from eligible Bidders for performing/delivering the Service(s). The Successful

Bidder after going through the RFP and being interested to perform/deliver the

Service(s) participated in the bidding process and submitted its Bid.

WHEREAS the Successful Bidder had represented that it is engaged in the

business of providing the Services and has all the requisite skills, expertise,

experience and necessary facilitates for providing/rendering/delivering the

Service(s) to IDBI Bank.

WHEREAS IDBI Bank based upon the representation and warranties made by the

Successful Bidder had entered into a contract dated [●] (the Contract) for the

performance/delivery of Service(s) by the Successful Bidder.

WHEREAS, the Successful Bidder is aware and confirms that the information,

data, technical specification and other documents made available in the RFP/



87

the Contract and thereafter regarding the Service(s) as furnished by the Bidder

in their Request For Proposal or otherwise and all the Confidential Information

under the RFP/the Contract is privileged and strictly confidential and/or

proprietary to IDBI Bank,

NOW THEREFORE, in consideration of the foregoing, the Successful Bidder agrees

to all of the following conditions, for IDBI Bank, to grant the Successful Bidder

specific access to IDBI Bank‟s property/information and other data.

In this contract, it is hereby agreed as under:

"Subsidiaries/Affiliates" means and includes the holding company, subsidiary and

any other entity directly or indirectly "managed" or "controlled" by the

Company/IDBI Bank. The term "managed" or "controlled" shall include ability to

appoint and remove majority of the directors, partners or the like in the entity by

whatever name called.


meanings as are respectively assigned to them in the RFP/the Contract.

a) The Parties agree that they shall hold in trust any Confidential Information

received by either Party, under the Contract, and the strictest of

confidence shall be maintained in respect of such Confidential

Information. The Parties also agree and undertake to:

Maintain and use the Confidential Information only for the purposes of

the Contract and only as permitted herein;

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;

Without the prior written consent of the disclosing Party, which consent the

disclosing Party shall not be under any obligation to provide, disclose and

provide access to the Confidential Information to any third party, save and

except to, restrict access and disclosure of Confidential Information to such of

their employees, agents, Bidders, and Bidders strictly on a "need to know" basis,

to maintain confidentiality of the Confidential Information disclosed to them in

accordance with this clause; and

Treat Confidential Information as confidential forever even after the

expiry/termination of the Contract/NDA.

b) Confidential Information in oral form must be identified as confidential at

the time of disclosure and confirmed as such in writing within [●] days of

such disclosure.

c) Notwithstanding the foregoing, the Parties acknowledge that the nature

of the Service(s) to be performed under the Contract /this NDA may

require the Successful Bidder‟s personnel to be present on premises of IDBI



88

Bank or may require the Successful Bidder‟s personnel to have access to

computer networks 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 Successful Bidder‟s

personnel under such circumstances and to provide notice to the

Successful Bidders of the confidentiality of all such information. Therefore,

the Successful Bidder agrees and undertakes that any technical or

business or other information of IDBI Bank that the Successful Bidder‟s

personnel, or agents acquire while on IDBI Bank premises, or through

access to IDBI Bank computer systems 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 the Contract,

confidential information shall be returned to the disclosing Party or

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

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

Parties. Nothing contained herein shall in any manner impair or affect

rights of IDBI Bank in respect of the Confidential Information.

e) In the event that any of the Parties hereto becomes legally compelled to

disclose any Confidential Information, such party shall give sufficient notice

to the other Party to enable the other party to prevent or minimize to the

extent possible, such disclosure. Neither Party shall disclose to a third party

any Confidential Information or the contents of this Contract without the

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

be satisfied by handling Confidential Information with the same degree of

care, which the receiving Party applies to its own similar confidential

information but in no event less than reasonable care. The obligations of

this clause shall survive the expiration, cancellation or termination of this

Contract.

f) The receiving Party acknowledges the confidential nature of Confidential

Information and damage could result to the disclosing Party if the

receiving Party breaches any provision of the Contract/the NDA and

agrees that, if the receiving Party or any of the directors, officers or

employees should engage or cause or permit any other person to engage

in any act in violation of any provision hereof, the disclosing Party may

suffer immediate irreparable loss for which monetary compensation may

not be adequate. The disclosing Party shall be entitled, in addition to such

other remedies, damages & relief as may be available to it, to an

injunction or similar relief prohibiting the receiving Party, its directors,

officers etc. from engaging in any such act.

g) The Successful Bidder acknowledges that during the course of

performance of Services/its obligations under the Contract/RFP, it may get



89

an access to the software(s) owned by /licensed to IDBI Bank. Successful

Bidder warrants that it shall use such software only for the purpose of the

Contract/this RFP and shall not do the following:

(i) Reverse engineer, decompile, decode, decrypt, disassemble, or in any

way derive its source code;

(ii) Modify, translate, adapt, alter, or create derivative works from it;

(iii) Copy, distribute, publicly display, transmit, sell, rent, lease or otherwise

exploit it; or

(iv) Distribute, sublicense, rent, lease, loan it to any third party

h) This Contract/the NDA shall be governed, interpreted and enforced in

accordance with the laws of India.

i) The provisions hereunder shall survive termination of the Contract/the

NDA.

j) Any dispute arising out of or in relation to this Contract/the NDA shall be

resolved in the manner provided for in the Contract and/or RFP

k) This document contains the entire Contract between the Parties with

respect to the subject matter hereof. Any failure to enforce any provision

of this Contract/the NDA shall not constitute a waiver thereof or of any

other provision. This Contract/the NDA may not be amended, nor any

obligation waived, except by a writing signed by both Parties hereto. If

any part of this Contract/the NDA is found invalid or unenforceable, that

part will be amended to achieve as nearly as possible the same

economic and legal effect as the original provision and the remainder of

this Contract/the NDA will remain in full force.

l) This Contract/the NDA shall bind and inure to the benefit of the Parties

hereto and their successors and assigns. Neither Party can assign any of its

rights or obligations under this Contract without the prior written consent

of the other Party.

m) Neither Party, unless required by law, shall make news releases, public

announcements, give interviews, issue or publish advertisements or

publicize in any other manner whatsoever in connection with the RFP or

the Contract and/or this NDA, the contents / provisions thereof, without

the prior written approval of the other Party.

Accepted

Authorized Signatory :

Name :

Designation :

Office Seal :

Place :



90

Annexure - XIV

Format of Power of Attorney for signing of bid

POWER OF ATTORNEY


(To be included in Technical Bid Envelope)

Know all men by these presents, we (name of the

company) do hereby appoint and authorize Mr. (full name

and residential address) who is presently employed with us and holding the

position of as our attorney, to do in our name and on

our behalf, all such acts, deeds and things necessary in connection with or

incidental to our proposal for Cash pick-up and related activities services under

outsourced model in response to the RFP (Request for Proposal) Reference

No…………dated…………..……….floated by IDBI Bank Limited(hereinafter

referred to as IDBI Bank), including signing and submission of all documents and

providing information/responses to IDBI Bank in all matters in connection with our

bid/offer.

We hereby agree, declare and undertake that all the acts, deeds and things

lawfully done by our said attorney shall be construed as acts, deeds and things

done, performed and executed by us and we hereby agree to ratify all acts,

deeds and things lawfully done by our said attorney pursuant to this Power of

Attorney and that all acts, deeds and things done by our aforesaid attorney

shall and shall always be deemed to have been done by us.

Dated this _____ day of ____________________ 2015.

For

(Signature)

(Name, Designation and Address)

Accepted

(Signature)

(Name, Title and Address of the Attorney)

Date:

Note :



91

1. The mode of execution of the Power of Attorney should be in accordance

with the procedure, if any, laid down by the applicable law and the

charter documents of the executants and when it is so required the

same should be under common seal affixed in accordance with the

required procedure.

2. Also, wherever required, the Bidder should submit for verification the

extract of the charter documents and documents such as a

resolution/power of attorney in favor of the Person executing this

Power of Attorney for the delegation of power hereunder on behalf of

the Bidder.

3. In case the Application is signed by an authorized Director/Partner or

Proprietor of the Applicant, a certified copy of the appropriate

resolution/document conveying such authority may be enclosed in lieu

of the Power of Attorney.



92

Annexure - XV

Checklist of Technical Bid (Envelope 1) SRL Particulars Enclosed

YES / NO 1 Name of Envelope-

“Appointment of Service Provider for Cash pick-up and related activities- For

IDBI Bank Limited”

2 Covering letter of Offer as per Annexure I

3 A demand draft / Pay order for the EMD amount in the manner specified

herein

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

specified in the RFP

5 Audited Balance Sheet & Profit & Loss A/c Statement for the Financial. Years

2013-14, 2014-15 and FY 2015-16.

6 Supporting document/copies in support of Bidder‟s eligibility as per eligibility

criteria given in Annexure II

7 Details of the Bidder as per Annexure III

8 Bank details Annexure IV

9 Duly signed copy of Bidder‟s response as per Annexure V along with

acceptance status by Bidder as specified therein

10 Undertaking as per Annexure VIII

11 Non-Disclosure Agreement as per Annexure XII

12 Format of Power of Attorney for signing of bid as per Annexure XIV

13 The copies of the Bid shall be type written and shall be signed by a

person or persons duly authorized by the Bidder to bind the Contract on

the Bidder. Such letter of authorization/ board resolution (certified true

copy) shall accompany the Bid.

14 Copy of RFP with Seal & Signature on each page

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

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

the last three years duly signed by its authorized signatory. The

declaration should be part of Offer letter- Annexure I. The offer letter

should be printed on the letter head of the Bidder

16 A Declaration from Bidder that the Bidder should not 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.

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

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

the Service(s)

18 Letter permitting and authorising IDBI Bank and its officials to visit and

inspect its premises before/after opening of the Bids

19 Any other document/information prescribed in the RFP to be submitted

as part of the Bid



93

Annexure-XVI

Format for Unconditional Acceptance of Terms & Conditions of the RFP

(To be submitted on the Company‟s Letter Head)

To,

The Deputy General Manager,

IDBI Bank Ltd

Ground Floor, CMS Collection,

Corporate Park, Unit No. 2,

Sion – Trombay Road,

Near Swastik Chembers,

Chembur, Mumbai – 400071.

Ref : RFP for Appointment of Service Provider for Cash pick-up

and related activities

This is to confirm that we unconditionally accept all the terms and conditions as

mentioned in the RFP No. ____________________________ dated _________________

floated for IDBI Bank Ltd. for Appointment of Service Provider for Cash pick-up

and related activities.

Authorized Signatory

( )

Designation

Company Stamps



94

Annexure-XVII

LIST of Pick up Locations of

CENTRAL RAILWAY (Mumbai Division)

Name of Station

Name of Station

Name of Station

CSTM Nevy Ngr

Airoli

Vasind

CSTM

Ghansoli

Asangaon

Byculla

Panvel

Atgaon

Chinchpokali

Kalamboli

Khardi

Currey Road

Apta

Kasara

Parel

Pen

Bhiwandi

King Circle

Nagothane

Vitthalwadi

Matunga

Roha

Ulhasnagar

Sion

Kasu

Ambernath

Kurla

Jite

Badlapur

Lokmanya Tilak Terminus

Vangani

Shelu

Tilak Nagar

Sea-wood

Neral

Chembur

Tata Hospital

Bhivpuri

Govandi

Rabale

Karjat

Mankhurd

Manasarover

Palasdari

Dockyard Road

Vidya Vihar

Kharbhav

Reay Road

Ghatkopar

Dadar

Cottongreen

Vikhroli

Nilje

Guru Tegh B.N

Kanjur Marg

Vartaknagar – Thane

Sewree

Bhandup

Somatne

Wadala Road

Mulund

Kaman Road

Chunabhatti

Nahur

Khopoli

Masjid

Thane

Koparkairane - 2

Sandhurst Road

Kalwa

Cash Office Cstm

Vashi

Mumbra

Wadi Goods

Sanpada

Diva

Wadi Prs

Jui Nagar

Dombivali

Chowk

Nerul

Thakurli

Kalamboli (Goods)

Belapur

Kalyan

Wadi Bunder

Kharghar

Shahad

Taloja – TPND

Khandeshwar

Ambivilli

Somatne

Koparkhairane

Titwala

Kharghar - Sec 22

Turbhe Goods

Kandivali

Turbhe