request for proposal (rfp) for procurement of debit card … · 2016. 3. 1. · rfp for procurement...

RFP for Procurement of Debit Card Management System

IDBI BANK Ltd. Page-1

Request for Proposal

(RFP)

For

Procurement

Of

Debit Card Management System



TABLE OF CONTENTS

Sr No Contents Page Number

1 Document Control Sheet 3

2 Disclaimer 4

3 Section - I - Request for Proposal 6

4 Section – II - Eligibility Criteria for the Bidder 14

5 Section- III – Scope of Work 15

6 Section – IV - Instructions to the Bidder 24

7 Section –V - Terms and Conditions 33

8 Annexure- 1 Offer Covering Letter 54

9 Annexure- 2 Eligibility Criteria 57

10 Annexure- 3 Functional Specifications 59

11 Annexure- 4 Technical Specifications 65

12 Annexure- 5 Software Specifications 73

13 Annexure- 6 Commercial Bid 75

14 Annexure- 7 Eligibility Criteria & Details of Bidder 77

15 Annexure- 8 Bidders Details 79

16 Annexure- 9 Bank Details 81

17 Annexure- 10 Experience in Providing Debit Card Management

System

82

18 Annexure- 11 Details of Support Centers 83

19 Annexure- 12 Format for Raising Pre-Bid Clarifications 84

20 Annexure- 13 Power Of Attorney 85

21 Annexure- 14 Undertaking 87

22 Annexure- 15 Agreement/ Contract 89

23 Annexure- 16 Deed of Indemnity 93

24 Annexure- 17 Non-Disclosure Agreement 97

25 Annexure- 18 Format for Unconditional Acceptance of Terms &

Conditions of the RFP 103

26 Annexure- 19 Performance Security 104

27 Annexure- 20 Certificate regarding Change in Ownership 108

28 Annexure- 21 Checklist to be given by the bidder at the time of

technical bid 109



Document Control Sheet

Name of the Company IDBI Bank Ltd.

Bid Ref No IDBI Bank/ DCMS-RFP/March 2016

Cost of the BID Document (non-refundable)

Rs 10,000 (Rupees Ten Thousand only)

EMD (Earnest Money Deposit) Amount

Rs 10 lakhs (Rupees Ten Lakhs only)

Date of commencement of issue of tender document

01-03-2016

Last date for submission of Pre-bid queries

[15:00] Hrs on [08-03-2016] Queries should be forwarded strictly in the format given in Annexure 12 of this RFP to Shri Sumeet Padwal & Shri Roshanlal Kanswal

Date of Pre-bid meeting with Bidders

[15:00] Hrs on [11-03-2016]

Corrigendum/ Response to pre-bid queries

[18:00] Hrs on [15-03-2016]

Last Date and Time for Receipt/ Submission of Bids

[15:00] Hrs on [22-03-2016]

Date and Time of opening of Technical Bids.

[16:00] Hrs on [22-03-2016] Eligibility and technical bid evaluation will be done at a later date.

Date and time of opening of Commercial Bid

After Evaluation of Technical Bids and short listing of bidders, Date, Time and Venue for opening of commercial bids would be conveyed to eligible bidders.

Place of Opening of bids Alternate Channels & Cards Dept (Cards), 13th Floor, IDBI Tower, WTC Complex, Cuffe Parade, Mumbai- 400 005.

Address for Communication Dy. General Manager- Cards, Alternate Channels, 13th Floor, IDBI Tower, WTC Complex, Cuffe Parade, Mumbai- 400 005. Tel:- 022 66552263

Note:

1. This tender document is the property of IDBI Bank Ltd. & is not transferable.

2. 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.

3. This tender document has 111 pages.



Disclaimer

The information contained in this Request for Proposal (RFP) document or information provided subsequently to the bidder(s) or applicants whether verbally or in documentary form, by or on behalf of IDBI Bank Limited (IDBI Bank/ Bank), is provided to the bidder(s)on the terms and conditions set out in this RFP document and all other terms and conditions, subject to which such information is provided. This RFP document is not an agreement and is neither an offer nor an invitation to offer by IDBI Bank. This RFP is to invite proposals from applicants who are qualified to submit the bids (“Bidders”). The purpose of this RFP is to provide the Bidder(s) 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 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. 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. IDBI Bank reserves the sole right to amend/ modify the RFP Document and/ or to include any addendum/ corrigendum to this RFP. The Bidders shall not claim as a right for requiring IDBI Bank to do the aforesaid. The amendments/ addendum/ corrigendum made to this RFP shall be hosted on the Bank’s website only and all such amendments shall be binding on all prospective Bidders. The information contained in this RFP document is selective and is subject to update, expansion, revision and amendment. IDBI Bank does not undertake to provide any Bidder with access to any additional information or to update the information in this 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 intimated or made accessible to all Bidders or can be accessed in website o f IDBI Bank. Any information contained in this RFP document will be superseded by any later written information on the same subject made available/ accessible to Bidder(s) by IDBI Bank. Information provided in this RFP is on a wide range of matters, some of which may depend upon interpretation of law. The information given is not intended to be an exhaustive account of statutory requirements and should not be regarded as a complete or authoritative statement of law. IDBI Bank does not own any responsibility for the accuracy or otherwise for any interpretation or opinion on law expressed herein. Further, IDBI Bank also does not accept



liability of any nature whether resulting from negligence or otherwise howsoever caused arising from reliance of any Bidder upon the statements contained in this RFP. 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. Bids not satisfying the procedure prescribed in the tender document will be treated as invalid and rejected summarily.



SECTION - I

Request for Proposal

1- Background 1.1.1 IDBI Bank Limited 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 and has been categorized under a new sub group "other public sector bank".

1.1.2 IDBI Bank has card base of approximately 91 Lacs Debit cards and produces approximately 7000 debit cards in a day.

1.1.3 IDBI Bank intends to avail services of a Bidder of repute having proven expertise and competence in the field of providing a solution for Debit Card Management System.

1.1.4 IDBI Bank therefore, invites Request for Proposal (“RFP”) for providing a software solution offering Debit Card Management System at Bank’s Primary, Standby, DR (Disaster Recovery) and UAT/ Test site, from Bidders having proven past experience and competence in the field of providing Debit Card Management System solutions in various banks at different locations PAN India, as mentioned in the scope of services. The RFP document may be downloaded from the Bank’s official website www.idbi.com. The cost of the RFP document is Rs.10,000/ - (Rupees Ten Thousand Only) and Bidder is required to submit the same in the form of Demand Draft/ Pay Order in favour of IDBI Bank Limited, payable at Mumbai at the time of submission of the technical bid, failing which the bid of the concerned Bidder will be rejected. The cost of this RFP is non-refundable. For avoidance of doubts it is clarified that the amount so paid towards the cost of RFP is not earnest money/ security deposit and shall not be adjusted against any amounts paid/ payable by the Bidder.

1.1.5 All costs and expenses (whether in terms of time or money) incurred by the Bidder in any way associated with the preparation and submission of responses, including but not limited to attendance at meetings, discussions, demonstrations, etc. and providing any additional information required by 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 biding process including but not limited to cancellation/ abandonment/ annulment of the bidding process.

1.1.6 The RFP document is intended solely for the information of the party to whom it is issued (“Recipient”). Each Recipient may notify the 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. A Recipient will, by responding to this RFP document, be deemed to have accepted the terms as stated in this RFP.

http://www.idbi.com./



1.1.7 The RFP cannot be sold and/ or transferred/ assigned. If the same is done, Bid shall liable to be summarily rejected by IDBI Bank. Any decision of IDBI Bank in this regard shall be final, conclusive and binding on the Bidder.

1.1.8 The Bidder is expected to examine all instructions, forms, terms and specifications contained in the RFP. Bid shall be deemed to have been made by the Bidder after careful study and examination of this RFP with full understanding of its implications. Each Bidder should, at its own costs without any right to claim reimbursement, conduct its own investigations, analysis and should check the accuracy, reliability and completeness of the information in this RFP and wherever felt necessary obtain independent advice. The Bid should be precise, complete and in the prescribed format, as per the requirement of this RFP. Failure to furnish all information required by this RFP or non-submission of a Bid in accordance with this RFP in each and every respect will be at the Bidder’s risk and may result in rejection of the Bid for which IDBI Bank shall not be held liable or responsible. Any decision taken by IDBI Bank as to completeness of the Bid or rejection of any/ all Bid(s) shall be final, conclusive and binding upon the Bidder(s) and shall not be question/ challenged by the Bidder(s).

1.1.9 The RFP document is intended solely for the information of the party to whom it is issued. Each recipient of the RFP (prospective Bidder) may notify the 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.

1.1.10 A prospective Bidder requiring any clarification in relation to this RFP may in writing or by way of an E-mail contact the following personnel. The address for communication is mentioned in the Document Control Sheet.

Name of the

officer

Designation Email Id Contact

Number

Shri Sumeet

Padwal

AGM, Cards [email protected] 022-

66194244

Shri Roshanlal

Kanswal

Associate

Consultant

[email protected] 022-

61592502

IDBI Bank may respond to such clarifications by E-mail/ Letter/ Fax which it receives not later than 15:00 hrs on 08-03-2016. IDBI Bank shall not be responsible or liable for any delay in above communication caused due to any reason whatsoever.

Further, IDBI Bank may hold a pre-bid meeting on any request or queries for clarification of this RFP, from the prospective Bidder, which it receives not later than 15:00 hrs on 08-03-2016.

1.1.11 IDBI Bank reserves the sole right to amend/ modify the RFP and/ or to include any addendum to this RFP. The Bidder shall not claim as a right for requiring IDBI Bank



to do the aforesaid. 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 Bidder, modify this RFP and all such modifications shall be binding on them.

The amendments/ addendum made to this RFP shall be brought to the notice of/ 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).

1.1.12 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.

1.1.13 The RFP document is not recommendation, offer or invitation to enter into a contract, agreement or any other arrangement, in respect of the services. The provision of the services is subject to observance of selection process and appropriate documentation being agreed between the IDBI Bank and successful Bidders as identified by the IDBI Bank, after completion of the selection process as detailed in this RFP document.

1.1.14 Decision as to any arithmetical error, manifest or otherwise in the response to Bid Document shall be decided at the sole discretion of Bank and shall be binding on the Bidder. Any decision of Bank in this regard shall be final, conclusive and binding on the Bidder.

1.1.15 In case of reduction of prices due to technological obsolescence/ change of product model, the Bidder should pass on the price benefit to IDBI. Similarly, in case of any increase in prices the Bidder has to continue to absorb the same and not charge any additional amount other than the one arrived in the RFP.

1.1.16 No extra cost shall be payable by the Bank for integration with all relevant applications/ systems for Debit Card Management System.

1.1.17 Prices payable to the Bidder as stated in the Contract shall be firm and not subject to adjustment during performance of the Contract, irrespective of reasons whatsoever, including exchange rate fluctuations, changes in taxes, duties, levies, charges, etc

1.2 Bid Currency Bids are to be quoted in Indian Rupees only.



1.3 Bid Price Prices quoted by the Bidder shall be fixed. The Bid price should be quoted by the bidder as per format given in Annexure 6 of the RFP. The Commercial Bids of eligible and technically shortlisted bidders would be opened. The date and time of opening of Price Bids will be communicated to such shortlisted Bidders. The prices quoted will be exclusive of applicable taxes viz. sales tax, VAT, Octroi, Entry Tax, Local Body Tax, Service tax/any such tax payable to Government Authorities, etc. The price quoted shall not be subject to variation on any account, including exchange rate fluctuations, changes in taxes, duties, levies, charges etc. Prices that are not quoted as above 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. Prices quoted must be firm and final and shall not be subject to any re-openers or upward modifications, on any account whatsoever including exchange rate fluctuations, revision in taxes, duties, levies, charges etc. The Bid Prices shall be indicated in Indian Rupees (INR) only. Any decision in this regard by Bank shall be final, conclusive and binding on the Bidder.

1.4 Bid Security (Earnest Money Deposit [EMD])

1.4.1 The Bidder shall furnish, as part of its Bid, a bid security (EMD) as mentioned in

document control sheet by way of demand draft or pay order in favour of ‘IDBI Bank Limited’ payable at Mumbai. The EMD shall be furnished in Indian National Rupee [INR] only. 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.

1.4.2 The EMD will not bear any interest and this amount shall be forfeited in the event of any evasion, avoidance, refusal or delay on the part of the Bidder to sign and execute the Contract/ agreements or any other document, as may be required by Bank in case the Bid is accepted by the Bidder.

1.4.3 The EMD of the Successful Bidder(s) will be returned within 90 days from date of signing of the Contract and submission of performance guarantee and other guarantee(s)/ security in the form and manner satisfactory to IDBI Bank, within the stipulated time. It is clarified that no interest shall be payable by IDBI Bank on the EMD.

1.4.4 The EMD of the Unsuccessful Bidders’ will be 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 90 days after the expiration of the Bid Validity Period prescribed by IDBI Bank. No interest will be payable on EMD.



1.4.5 The EMD will be forfeited:

If the Bidder withdraws its Bid during the Bid Validity Period; or

If the Bidder makes any statement or encloses any form which turns out to be false, incorrect and/ or misleading at any time prior to signing of Contract and/ or conceals or suppresses material information; or

In the case of the Successful Bidder, if the Successful Bidder evades/ avoids/ refuses/ delays/ fails:

To sign the Contract in the form and manner to the satisfaction of IDBI Bank; or

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

1.4.6 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.

1.4.7 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 Ltd. and shall be final, conclusive and binding on the tender/ supplier/ Bidder.

1.4.8 IDBI Bank reserves the right to adjust arithmetical or other errors in the 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 his 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.

1.5 Period of Validity of Bids

1.5.1 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 Bidder.

1.5.2 In exceptional circumstances, Bank may solicit the Bidders' consent to an extension of the period of validity. The request and the responses thereto shall be made in writing. The refusal of the request for extension of the period of validity shall not forfeit or affect the validity of the Bid Security. 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



1.5.3 Any bid received by IDBI Bank after the last date for receipt of bids prescribed by IDBI Bank, will be rejected and/ or returned unopened to the Bidder. Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Bidder(s).

1.5.4 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 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.

1.5.5 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 12

1.5.6 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. The Bidder’s modification or withdrawal notice shall be prepared, sealed, marked and delivered in accordance with the procedure set-out for submission of Bids and shall be placed in an envelope marked as “MODIFICATION” or “WITHDRAWAL” as appropriate.

1.5.7 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.

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

1.5.9 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.

1.5.10 IDBI Bank will scrutinize the Bids to determine completeness, accurateness and whether items are quoted as per the schedule etc. IDBI Bank may, at its discretion, waive any minor non-conformity or any minor irregularity in the Bid. This shall be final, conclusive and binding on all Bidders and IDBI Bank reserves the right for such waivers.

1.5.11 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 in English.

1.5.12 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. However, alterations or changes to the entries in the attached documents shall be made by a separate covering letter, in the absence of which it shall be rejected forthwith. Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Bidder.

1.5.13 IDBI Bank will not entertain any enquiries from the Bidders post Bid opening on the status of the Bid, nor allow any price reductions during the course of technical or commercial evaluation, till the selected Bidder is notified. No Bidder shall contact IDBI Bank on any matter relating to its Bid, from the time of offer 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. Any decision of IDBI Bank in this regard shall be final, conclusive and binding on the Bidder.

1.5.14 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.

1.6 Format and Signing of Bid

1.6.1 The Bidder shall submit original set of the Technical bid in two copies & Commercial bid in one copy.

1.6.2 The Bidder should provide soft copy of Technical bid in CDs/ DVDs. 1.6.3 The original bid shall be typed or written legibly. The original shall be signed by the

Bidder or a person or persons duly authorized to bind the Bidder to the Contract. 1.6.4 The bid shall contain no interlineations, erasures or overwriting except as

necessary to correct errors made by the Bidder, in which case such corrections shall be initialed by the authorized person or persons signing the bid.

1.6.5 The bid should be a complete document and should be bound as a volume. The document should be printed on both sides with page numbers and appropriately flagged and contain the list of contents with page numbers. The deficiency in documentation may result in the rejection of the Bid. Any decision in this regard by Bank shall be final, conclusive and binding on the Bidder.

1.6.6 Each page should be stamped and initialed by authorized signatory. 1.6.7 The Bidders shall seal and mark the Bid accordingly. 1.6.8 If the outer cover of the bid is not sealed and marked appropriately, Bank will

assume no responsibility for the bid's misplacement or premature opening.



1.7 Bidder Qualification

1.7.1 The "Bidder" as used in the Bid Documents shall mean the one who has signed the Bid Form. The Bidder may be either the Principal Officer or his duly Authorized Representative, in which case he/ she shall submit a certificate of authority. All certificates and documents (including any clarifications sought and any subsequent correspondences) received hereby, shall, as far as possible, be furnished and signed by the Authorized Representative and the Principal Officer.

1.7.2 It is further clarified that the individual signing the Bid or other documents in connection with the bid must certify whether he/ she signs as Constituted Attorney of the firm/ company.

1.7.3 The Bidder shall sign the bid with the exact name of the firm to whom the contract is to be issued. The bid shall be duly signed and sealed by an authorized officer of the Bidder’s organization. Each bid shall be signed by a duly authorized officer.

1.7.4 The Bidder shall clearly indicate their legal constitution and the person signing the bid shall state his capacity and also source of his ability to bind the bidder.

1.7.5 The power or authorization, or any other document consisting of adequate proof of the ability of the signatory to bind the Bidder shall be annexed to the bid. Bank may reject outright any bid not supported by adequate proof of the signatory’s authority.

1.8 Late Bids

Any bid received by Bank after the last date and time (as referred in the Document Control Sheet) for receipt of bids prescribed by Bank, will be rejected. Any decision in this regard by Bank shall be final, conclusive and binding on the Bidder.

1.9 Signing of Contract

1.9.1 After Bank notifies the successful Bidder that its bid has been accepted; the Bank will issue a Letter of Intent to the selected bidder. After receiving the same the selected bidder would send an acceptance in writing within 5 working days from the date of it’s receipt.

1.9.2 The Successful Bidder should sign the Agreement/ Contract Form at Mumbai ( as given in Annexure 15 ) within 10 working days of receipt of notification of award of contract.



SECTION - II

2- Eligibility Criteria for the Bidder The qualification for selecting a bidder will primarily depend upon the level of expertise and experience, capacity and capability of the Bidder. 2.1 The Bidder submitting the offer should be a registered company in India. 2.2 The Bidder should be in the business of implementing and providing Debit Card

Management System for a minimum period of three years as on the bid submission date. 2.3 Bidder should have Debit Card Management System license and is providing solution in at

least in two scheduled commercial Banks in India (including one PSU Bank in India) where the average card production volume is 1.75 lacs cards per month for the previous financial year.

2.4 The Bidder should have trained experienced personnel and manpower to carry out support, implementation and customization of the proposed solution both during and post implementation.

2.5 The Bidder should have a minimum turnover of Rs.50 crores for each of the previous 3 financial years as per the audited financial statement. i.e. FY 2012-13, FY 2013-14 and FY 2014-15 Copies of the last three financial year's audited balance sheets along with other details as per the form prescribed in Annexure-7 should be submitted along with the offer.

2.6 The Bidder shall have positive net worth and in profit for the last 2 financial year’s viz., 2013-14, 2014-15. Bidder should provide Auditor Certificate along with the offer.

2.7 The applicant bidder should not have been put in the negative list or blacklisted by any Government Department, PSU, PSE or Bank for breach of any law or violation of regulatory prescriptions or breach of agreement. The Bidder has to submit self certification on its letterhead.

2.8 The applicant bidder should have all necessary licenses, permissions, consents, no objections, approvals as required under the law for carrying out its business.

2.9 Bidder should comply with all applicable Union, State and local laws, ordinance, regulations in performing its obligations including the procurement of licenses, permissions, certificates, etc. payment of taxes, if required. Bidder has to submit self-certification on its letterhead.

2.10 The Successful Bidder to provide benchmarking certificate/ report of the offered solution from the reputed third party test labs/ Bank references in terms of its performance parameters, card base, issuance and maintenance on average daily, monthly, peak day basis, number of PINs issued, re-issued, and CPU load factor on the Card Management System Server etc.

Note: All documentary evidences/ certificates confirming compliance criteria should be part of Technical bid



SECTION – III

3.1 Scope of Work

3.1.1 The detailed scope of work and requirements are given below. These details/ requirements have been given under separate headings/ sections only for the purpose of better understanding and it is to be clearly understood that, as mentioned elsewhere in this RFP document, IDBI Bank intends to procure “End to End Debit Card Management Solution” including issuance of all Card Products, solution & services as per the requirements of this document. All costs associated with the delivery of services as per the scope of RFP should be borne by the Bidder, unless specified otherwise. The Bidder should have owned/ licensed set up of Debit Card Management end to end solution for card issuance as per specifications/ guidelines from VISA, MasterCard & RuPay Card Schemes.

3.1.2 Bank is seeking a perpetual license at enterprise level for all the modules provided in the proposed solution without any constraint like number of cards issued, card base, institutions, Interchanges/ Networks, application modules, number of application users & concurrent users, locations viz. Banks DCs, Standby, DR and UAT/ Test.

3.1.3 The Successful Bidder should customize the proposed solution to the Bank’s requirement from time to time both during implementation as per RFP scope and post-implementation as duly approved by the Bank.

3.1.4 Successful Bidder has to provide a web-based application to processing centre, call center, helpdesk, branches for issuance, maintenance, operations, inquiry of cards & transaction details from IDBI ATM Switch which should be able to integrate with Active Directory, LDAP and Single sign on.

3.1.5 Proposed solution should be web based supporting latest version of Microsoft Internet Explorer and other prominent web browsers. However preference would be given to the latest supported version of Microsoft Internet explorer.

3.1.6 Solution provided by the successful bidder should be able to generate CAF (Cardholder Authorization File)/ Switch Data files in the format as required by the Bank for uploading the card data file in Bank’s ATM switch. In case the Bank changes the EFT Switch, the solution provider will have to provide the CAF in the format supported by the new EFT Switch without any additional cost to the Bank.

3.1.7 The Successful Bidder should provide details of architecture of the proposed solution containing complete details of specifications of components of proposed solution. This would also include hardware requirement and any other software requirements, interfaces etc.

3.1.8 The Successful Bidder will have to provide support including future upgrades such as OS, DB, Web server, Hardware and other related systems in proposed solution with no additional cost to Bank. In case of version upgrade or up-gradation of ATM Switch infrastructure, installation of new ATM Switch infrastructure, CBS upgradation, the successful bidder should be able to integrate the proposed solution



to the new or upgraded version of ATM Switch, CBS while ensuring continuation of Card Management Services during up gradation or migration activity with no additional cost to Bank.

3.1.9 Solution provided by the successful bidder should provide, generate relevant MIS, Dashboards & Reports as an automated, event driven, user driven process meeting the current & future requirements of Bank, RBI, any other regulatory authorities in the required format without any additional cost to the Bank. MIS, Dashboards & Reports should be configurable at the Bank’s end.

3.1.10 The Successful Bidder should provide an end to end Card Tracker System for upload, maintenance of data related to Cards and PINs dispatch, inquiry, retrieval of data and acknowledgement of cards & PINs dispatch status at branches, processing center. The Successful Bidder should customize the Card & PIN dispatch data upload file formats as per the existing and future courier agencies without any additional cost to the Bank.

3.1.11 In case Bank engages new service provider or solution on termination of the Contract, the successful bidder must hand over the complete process, customizations data migration support & relevant activities to the new bidder without any cost to the Bank and ensure smooth handover activity without any disruption.

3.1.12 The Successful Bidder should implement the proposed solution at the Bank’s DC, Standby, DR and UAT/ Test System with no additional cost to the Bank during the warranty period.

3.1.13 The successful bidder should provide onsite support at DC/ DR with no additional cost to the Bank as per agreed terms.

3.1.14 In case of any deficiency while implementation of the proposed solution, as observed during the UAT or after proposed solution go live, the Successful Bidder should take corrective measures as necessary at no additional cost to the Bank.

3.1.15 The proposed solution should have capability for configuring business rules for the issuance and maintenance of cards, linking of accounts to cards, fee calculation & loyalty points

3.1.16 Successful Bidder should impart requisite operational training of the proposed solution to Bank officials. The successful Bidder will involve Bank’s nominated technology officials during installation and implementation of the solution. The successful bidder should provide comprehensive role based training to Bank’s nominated team on system functionality, application software & databases, etc. They will also be trained in fault diagnosis and first line support. The training must enable Bank’s staff to maintain all software related to the Solution with minimal support from the successful bidder. The training must be provided on site. Training manuals, CDs must be provided along with the software documentation, manuals. The successful bidder should provide updated versions of Training manuals, CDs on application version upgrade, modification, customization as and when applicable. The successful bidder should provide DC, DR manual of the proposed solution.



3.1.17 The offered solution must be scalable for handling up to minimum 40 million cards on incremental basis by the year 2026.

3.1.18 Successful bidder should provide application with system security functionality in terms of user authentication, access management, audit trails of cards, user maintenance and activities performed by the users with no limitation on number of users.

3.1.19 The Successful Bidder should ensure that Debit Card Management solution should support flagging of domestic, international validity for the card through online, offline process both post and at the time of issuance of card through the proposed solution itself and interfaces such as Internet Banking & Mobile applications.

3.1.20 The Solution provided by the successful bidder should be able to generate, calculate & redeem Loyalty Points based on parameters configurable at the Banks end such as BIN, Network, Card Products, MCC, Purchase Transactions value, required duration, geography wise and as per the requirements of the Bank.

3.1.21 The solution provided by the successful bidder should be able to integrate online, offline with Banks loyalty vendor/s as when applicable without any additional cost to Bank.

3.1.22 Solution provided by the successful bidder should be able to generate, calculate & redeem Cash back amount based on parameters such as BIN, Network, Card Products, MCC, Purchase Transactions value, required duration, geography wise and as per the requirements from the Bank.

3.1.23 Solution provided by the successful bidder should be able to generate & calculate Card Fees based on BIN, Scheme Code, Scheme Code downgradation, upgradation, Card Product, Card Type, Account Type, Event based fees and as per Bank’s requirement. Card Fees should be generated based on account activation date for Welcome Kits, Insta Card. Rules for Card Fees should be configurable at the bank’s end.

3.1.24 The Successful Bidder should provide a solution capable of online, offline integration with Bank’s ATM Switch, CBS, Net banking & Mobile applications.

3.1.25 Successful Bidder has to provide user interfaces at Branches, Card Centre, Call Center and Customer Access through Net Banking and Mobile applications which should be consistent across modules, application within the system and across all delivery channels to give uniform look and feel to the user/ customer.

3.1.26 The Successful Bidder should complete end to end migration of existing complete card database, Data conversion, Migration of keys, migration testing, and business processes, seamlessly into the proposed solution. Successful Bidder should share the migration plan along and migration process shall be finalized in consultation with the Bank.

3.1.27 The Successful Bidder should carry out thorough system integration testing. This will be followed by a comprehensive User Acceptance Testing (UAT), format of which will be provided by Successful Bidder and approved by the Bank. The UAT may include functional tests, resilience tests, benchmark comparisons, operational tests,

https://en.wikipedia.org/wiki/Data_conversion

https://en.wikipedia.org/wiki/Migration_testing



load tests, security tests, etc. Bank staff, third Party Vendor designated by the Bank will carry out the functional testing.

3.1.28 The Successful Bidder will prepare test cases with necessary support and coordination for conducting UAT. The Successful Bidder shall provide documentation of the UAT and modifications if any made to the system pursuant to the observations of the UAT team. On satisfactory completion of the aforementioned tests, the User Acceptance Test (UAT) acceptance will be issued to the Successful Bidder by the competent authority.

3.1.29 The successful bidder should provide solution that is compliant to all existing regulatory& statutory guidelines of GOI, RBI, Card Scheme requirements and also adheres to requirements of IT Act 2000 (including current & future amendments) and PA-DSS certified.

3.1.30 Successful bidder should deliver mandates as an when required by Networks/ Card Schemes such as RuPay, VISA, MasterCard, Bank regulatory authorities etc with no additional cost to Bank. The Proposed Solution should comply with all the specifications and conditions set by NPCI, VISA and Master Card while issuing debit cards.

3.1.31 The Successful Bidder to ensure no unwarranted, illegal, and fraudulent misuse of data shared by the Bank and Bidder to categorically indemnify the Bank against any losses that the Bank may suffer on account of any such fraudulent and illegal act by the Company or its employees

3.1.32 The Successful Bidder shall give warranty the proposed solution for a period of 12 months from the date of setup and implementation of the DR systems of IDBI Bank Ltd. The Successful Bidder shall provide customization with no additional cost to the Bank during warranty period.

3.1.33 The successful bidder should deliver customization as per RFP scope, Annexure – 3 Functional Specifications and Annexure – 4 Technical specifications within 90 days from the Go Live date confirmation form IDBI Bank Ltd.

3.2 Technical Scope of the Project

3.2.1 The Proposed Solution should have end to end automated process for issuance, renewal & maintenance of all types of cards activities throughout card life cycle. It should provide proactive alerts of card expiry of the customers which will subsequently help in issuing and providing cards in advance.

3.2.2 The Proposed Solution should be highly parameterized for issuance of card products as per the Bank’s requirement on BIN Range, Personalized, Non-Personalized, Welcome Kits, Insta Card, Card Schemes type (MasterCard, VISA, Rupay), Cards Currency, Contactless, Proprietary cards, RRB’s/ Cooperative Banks, Smart Cards and any Cobranded Cards for the tie-ups forged by the Bank in future.

3.2.3 The proposed solution should have capability to generate card reports as per BIN/ IIN wise, card type wise, account type wise, Network wise, circle wise, branch wise, product wise, sub product wise, issuance wise, blocking wise, expiry wise,



dispatch wise, date wise or as per Bank’s and Statutory requirement from time to time in the format as required by the Bank’s and Statutory authority.

3.2.4 The proposed solution should have the capability for encoding Aadhaar Number in Card Embossing File.

3.2.5 The proposed solution should have the capabilities of 4th line cards embossing 3.2.6 The proposed solution Card Embossing File generation should be highly

configurable and parameterizable at application database level. 3.2.7 The proposed solution should have capability to extract data from core

banking system as an input source for Card Production & card related maintenance activities through automated process, scheduler and event based activities. The application should also perform QC on core banking system files extracted. Reports of rejected records should be made available on user dashboard.

3.2.8 The Proposed Solution should have the capabilities to synchronize Card details in DCMS with Switch, CBS and other supporting systems on a real-time, offline, event based activities, scheduler, batch process basis as per the requirement of the Bank.

3.2.9 The proposed solution should be able to generate CAF (Cardholder Authorization File)/ Switch Data files in the format as required by the Bank for uploading the card data file in Bank EFT switch.

3.2.10 The proposed solution should have Integration support and card issuance with latest card technologies i.e. chip, contactless, biometric, secure display, NFC etc.

3.2.11 The proposed solution should have Integration support for RuPay, MasterCard, Visa card issuance and other Networks.

3.2.12 The proposed solution should have the capability of generating PINs through Green PIN as per Banks requirement.

3.2.13 The application should be PA-DSS compliant. 3.2.14 Card Embossing file generation should be in encrypted format & such

encryption/ decryption tool should be provided to the Bank and Bank’s personalization bureau.

3.2.15 The proposed solution should have the capability of Maker and Checker Authorization for the Master maintenance & issuance of cards data as per the requirement of the Bank.

3.2.16 The proposed solution should have the capability to approve, reject or hold records as per the parameters and intimation/ view access to the branches as per Banks requirement.

3.2.17 The Proposed solution should support real time replication of data from production site to DR site and permit to shift to the DR site with Active – Passive mode for Primary and DR setup.

3.2.18 The proposed solution should have capabilities of photo card issuance, storage, photos retrieval as an when required and maintenance of photos in the system

3.2.19 The proposed solution should provide bulk upload facilities for activities such as –



a. card issuance,

b. card activation,

c. card cancellation,

d. card closure,

e. card hot listing,

f. card replacement,

g. account linking, delinking & Closure,

h. Address Change & Account related changes,

i. Re-pin,

j. Card Limit Enhancement& Reduction

k. Enabling/ Disabling International Usage of Cards

l. Account Swapping,

m. normalization of PIN Retry Limit exceeded on cards.

n. Updation of Cards and PINs Dispatch details for dispatch tracking module.

3.2.20 Application should have provision to issue replacement card at the time of blocking of existing card (through Internet Banking, Mobile based applications, Contact Centre, etc).

3.2.21 The proposed solution should support generation of Card Embossing file- a. Bank and Institution Wise b. Branch Wise, c. Network Wise, d. Product Wise, e. Vendor Wise, f. Processing Center Wise, g. LHO, RHO, ZHO Wise. Option to generate Card Embossing should be configurable and parameterizable at the Bank’s end so that Bank users can add or remove above mentioned parameters. System should have provision to generate Card Embossing files for proprietary cards like Admin and Channel Manager Access cards (CMAC), etc. with option for bulk upload.

3.2.22 System should provide generation and printing of PINs in following parameters- a. Bank and Institution Wise b. Branch Wise, c. Network Wise, d. Product Wise, e. Vendor Wise, f. Processing Center Wise, g. LHO, RHO, ZHO Wise. h. Print PIN in digits and words i. Generation of 4 or 6 digit PIN



Option for Pin Generation and Pin Printing should be configurable and parameterizable at the Bank’s end so that Bank users can add or remove above mentioned parameters.

3.2.23 The proposed solution should have capability to maintain Card Plastic Stock Inventory levels as required by the Bank & threshold alerts should be provided to the designated Bank officials through emails & dashboard.

3.2.24 The Proposed solution should be able to handle issuance of minimum of 1.75 lacs Cards & 1.75 lacs PINs per month.

3.2.25 The proposed solution should provide card issuance such as new card issuance, Card Replacement & Repin, Card Reissuance/Renewal, Add-On card issuance, Supplementary, bulk card issuance/renewal & reissuance and multiple card issuances under similar and different Card Scheme as per the requirement of the Bank.

3.2.26 The proposed solution should have the capability of parallel processing for request logging online, offline, card issuance and maintenance as per Banks requirement.

3.2.27 The proposed solution should support auto file movement, processing for all activities available in solution through scheduler or trigger, without any manual intervention, with option to select mode of processing (i.e. auto or manual). Automatic Messages, Alerts should be triggered by the solution for completion or for any error encountered during such processes to enable the user to know the status of the process.

3.2.28 The proposed solution should be able to block/ hot list cards in Banks ATM switch and Cards System on real time basis.

3.2.29 The proposed solution should be able to normalize cards in PIN Retry Limit Exceeded Status in Banks ATM switch and Cards System on real time basis.

3.2.30 The proposed solution should provide web based access for Card blocking & PIN retry limit reset facility at branches, HO, RO, Call Center & through Net Banking, Mobile Applications & SMS Gateway of the Bank for the customer.

3.2.31 The proposed solution should have the capability to alert the designated Bank officials through emails & dashboard about the Card BIN Range exhaustions as per Branch, Product, Sub-product or any other parameters as per the requirement of the Bank.

3.2.32 The proposed solution should have capability to integrate with Bank’s ATM Switch, CBS, Net Banking, Debit Card Reconciliation System, Mobile applications & CVM.

3.2.33 Successful Bidder should integrate the solution with the SMS & Mail servers of the Bank and trigger event based alerts to customers as per the requirement of the Bank.

3.2.34 The proposed solution should be able to process Online card request, maintenance request through Mobile based applications, Internet Banking System and Other channels.



3.2.35 The proposed Solution should support ISO message standards as per Bank and XML message formats for integration with other systems.

3.2.36 Solution should have the capability of being interfaced with any existing or future system of the Bank.

3.2.37 Solution should have capability to handle minimum 2000 concurrent online users for various activities like inquiry, requests, report generation and complaints etc.

3.2.38 The solution should support Host Security Modules of different Makes, Models Including SafeNet, and Thales etc.

3.2.39 The proposed solution should be compatible with latest OS, DB, and Web

servers.

3.3 UAT 3.3.1 The Bank proposes to conduct “User Acceptance Testing” (UAT) of the Solution for

the purpose of ensuring that all the functionalities requested for by the Bank are available and are functioning accurately.

3.3.2 The Successful Bidder will convey to the Bank that all the customizations that are required to “Go Live”, as agreed upon and signed off by the Bank are completed and the solution is ready for testing without any cost to the Bank.

3.3.3 The Bank expects the Successful Bidder to help set up the required proposed solution/ application setup at the desired testing center of the Bank for the purpose of testing.

3.3.4 The Successful Bidder will be responsible for preparing detailed test cases including test data.

3.3.5 The Successful Bidder will assist the Bank in conducting all the tests and analyzing/ comparing the results. Bidder shall provide adequate full time resources conversant in all business areas, for trouble-shooting and resolving defects during the entire UAT process.

3.3.6 Any deviations, discrepancies, errors observed during the testing phase will be formally reported to the Successful Bidder and the Successful Bidder will have to resolve them immediately or within the UAT approach and guidelines, formulated between the Successful Bidder and the Bank. The resolution timelines will be completely aligned to the project timeline of this RFP.

3.3.7 The Successful Bidder will be responsible for maintaining appropriate program change control and version control for all the modifications, enhancements carried out during the implementation and testing phase.

3.3.8 The Successful Bidder will be responsible for providing and updating system & user documentation/manuals as per the modifications.

3.3.9 Once the system is made available by the successful bidder, the Bank will perform the following tests as part of the UAT acceptance. However, these tests are only



indicative, and Bank reserves the right to conduct any test of the functionality and security as mentioned in the scope of the RFP Document



SECTION – IV

4. Instructions to the Bidder

4.1 The tender documents cannot be sold and/ or transferred/ assigned. If the same is done, tender documents are 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. The Bid prepared by Bidder, as well as all correspondence and documents relating to the Bid exchanged by the Bidder and IDBI Bank shall be in English only.

4.2 Instructions to Bidders for Submission Of Bids

4.2.1 Bids submitted in consortium will not be considered for participation in the bidding process.

4.2.2 The Bidder must comply with all eligibility criteria. Bidders who meet these criteria would only qualify for the second stage of evaluation. Non-compliance of any of the criteria will entail rejection of the bid summarily.

4.2.3 Before bidding, the Bidders are requested to carefully examine the Bid Documents and the terms and conditions of the contract thereof, and if there appears to be any ambiguity, gap(s) and/ or discrepancy between any of the Bid Documents they should forthwith refer the matter to Bank for necessary clarifications and/ or confirmation.

4.2.4 The Bidder is required to submit the supporting documents as mentioned in Annexure 21 for satisfying the eligibility criteria as mentioned in this RFP.

4.2.5 Photocopies of relevant documents/ certificates should be submitted as proof in support of the claims made. IDBI Bank reserves the right to verify/ evaluate the claims made by the Bidder independently. Any decision of IDBI Bank in this regard shall be final, conclusive and binding upon the Bidder

4.2.6 The Bidder shall complete in all respects, form(s) annexed to the Bid Documents, quote the prices, furnish the information called for therein, and sign and date each of the documents in the relevant space provided therein for the purpose. The Bidder shall initial each page of the Bid Documents.

4.2.7 The bid shall be properly signed by a person or persons duly authorized by the Bidder with signature duly attested. In the case of a body corporate, the bid shall be signed by the duly authorized officers and supported by requisite internal corporate authorizations.

4.2.8 The bid shall be properly signed by a person or persons duly authorized by the Bidder with signature duly attested. In the case of a body corporate, the bid shall be signed by the duly authorized officers and supported by requisite internal corporate authorizations.



4.2.9 The bid shall contain the full name, address, telephone no.(mobile no and landline), fax no. and E-mail ID, if any, of Bidder for facilitating communications including notices to be given to the Bidder in connection with the bid transaction.

4.2.10 The Bid forms and the Documents attached to it shall not be detached or removed one from the other and no alteration (s) or mutilation (s) (other than filling in all the blank spaces) shall be made in any of the Bid Documents attached thereto. Any alterations or changes to the entries in the attached documents shall be made by a separate covering letter, in the absence of which it shall be rejected. Any decision in this regard by Bank shall be final, conclusive and binding on the Bidder.

4.2.11 The Bidder shall bear all costs for the preparation and submission of the Bid Documents. Bank shall not be responsible or liable for reimbursing/ compensating these costs, regardless of the conduct or outcome of the bidding process.

4.2.12 The Bid Security as specified in Document Control Sheet should be paid along with the Bid Document during submission. Bids without the Bid Security shall be rejected.

4.2.13 The Bidder, irrespective of his/ her participation in the bidding process, shall treat the details of the documents as secret and strictly confidential.

4.2.14 Bank reserves the right to adjust arithmetical or other errors in the bid, in the manner in which Bank considers appropriate or deem fit. Any adjustments so made by Bank shall be stated to the Bidder, if Bank makes an offer to accept his bid. The final decision as to any error manifest or otherwise shall be at the sole discretion of Bank and shall be final, conclusive and binding on the Bidder.

4.2.15 The bid prepared by the Bidder, as well as all correspondence and documents relating to the bid exchanged by the Bidder and Bank and supporting documents and printed literature shall be in English.

4.2.16 The Bidder shall submit their offers strictly in accordance with the terms and conditions of the Bid Documents. Any Bid, which stipulates conditions contrary to the terms and conditions given in the Bid Documents, shall be rejected. Any decision in this regard by Bank shall be final, conclusive and binding on the Bidder.

4.2.17 The Bidder cannot quote for the services in part.

4.2.18 The Bidder is expected to examine and follow all instructions, forms, terms & conditions, and scope of work in the Bid Document. Failure to furnish complete information in all respects required by the Bid Document or submission of a bid not substantially responsive to the Bid Document in every respect will be at the Bidder's risk and may result in the rejection of the Bid by Bank. Any decision in this regard by Bank shall be final, conclusive and binding on the Bidder.



4.2.19 The Bidder shall prepare the bid based on details provided in the Bid documents. It must be clearly understood that the quantities, specifications and drawings are intended to give the Bidder an idea about the order, type, scale and magnitude of the work and are not in any way exhaustive and guaranteed by Bank.

4.2.20 Bank reserves the sole right to itself for including any addendum to this entire bid process. The Bidders shall not claim as a right for requiring Bank to do the aforesaid.

4.2.21 Any prospective Bidder requiring clarification of the Bid Document may notify Bank in writing at the mailing address indicated in Document Control Sheet. Bank will respond in writing, to any request for clarification of the Bid Document, received not later than the dates prescribed in Section I of this Bid Document. Bank’s response (including an explanation of the query but without identifying the source of inquiry) will be posted on Bank’s website.

4.2.22 There will be a meeting with all the Bidders on the stipulated date and time as may be informed by the Bank, 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.

4.2.23 IDBI Bank reserves the right to accept or reject in part or full any or all the bids without assigning any reasons thereof. Any decision of IDBI Bank in this regard shall be final, conclusive and binding on the Bidders.

4.2.24 IDBI Bank will scrutinize the bids to determine whether they are complete, whether any errors have been made in the bid, whether required technical documentation has been furnished, whether the documents have been properly signed, and whether items are quoted as per the schedule. IDBI Bank may, at its sole discretion, waive any minor non-conformity or any minor irregularity in a bid. This shall be final, conclusive and binding on all Bidders and IDBI Bank reserves the right for such waivers.

4.2.25 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 bid. 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.

4.2.26 The Bank will request the Bidder for conducting walkthrough of the application proposed by the Bidder, give presentations and witness demos and verify functionalities and response time etc. at the cost of Bidder.

4.2.27 The Bank’s team shall visit the reference sites of the Banks listed in the Bid submitted by the Bidder for veracity of the response of the Bidder in its Bid as well as verifying Functionality and Services provided by the Bidder in live environment. The observations of Bank’s team at reference sites and interaction with the officials concerned of such



banks at the time of site visit will be taken into account for the purpose of technical evaluation of the Bids.

4.2.28 If the Bidders’ claims pertaining to the eligibility with respect to the track record of the Services provided are not substantiated at Site Visits of Bank’s team the Bank will treat such Bid as non-responsive. Further, the Bidders who do not meet the eligibility criteria and other terms of submission of the required documents as evaluated during the Technical Bid evaluation process will be treated as non-responsive and their Bid will not be taken up for further evaluation.

4.2.29 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 in English.

4.2.30 Technical details must be completely filled up as prescribed by the Bank. Correct technical information of the product being offered must be filled in. Filling up of the information using terms such as “OK”, “accepted”, “noted”, “as given in brochure/ manual” is not acceptable. IDBI Bank may treat bids not adhering to these guidelines as unacceptable. 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. However, alterations or changes to the entries in the attached documents shall be made by a separate covering letter, in the absence of which it shall be rejected forthwith. Any decision in this regard by IDBI Bank shall be final, conclusive and binding on the Bidder.

4.2.31 IDBI Bank will not entertain any enquiries from the Bidders post tender opening on the status of the bid, nor allow any price reductions during the course of technical or commercial evaluation, till the selected Bidder is notified. 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. Any decision of IDBI Bank in this regard shall be final, conclusive and binding on the Bidder.

4.2.32 IDBI Bank reserves the right to alter the scope of services specified in the bid. IDBI Bank also reserves the right to delete one or more items from the list of items specified in bid. Any decision of IDBI Bank in this regard shall be final, conclusive and binding on the Bidder.

4.2.33 This RFP document may undergo change by either additions or deletions or modifications before the actual award of the contract by the Bank. The Bank also reserves the right to change any terms and conditions of the RFP document and its subsequent addendums as it deems necessary at its sole discretion. The Bank will inform all bidders about changes, if any.



4.2.34 The Bank reserves the right to extend the dates for submission of responses to this RFP document.

4.2.35 Bidders shall have the opportunity to clarify doubts pertaining to the RFP document in order to clarify any issues they may have, prior to finalizing their responses. All questions are to be submitted at the address mentioned in earlier, and should be received by the point of contact no later than the time specified in Section 1 of this document. Responses to inquiries and any other corrections and amendments will be distributed to all the bidders in the form of electronic mail or hardcopy or updated on the Banks website or newspaper journals; the preference for distribution would be with the Bank. The bidder, who posed the question, will remain anonymous.

4.2.36 Bids that are rejected during the Bid opening process shall not be considered for further evaluation, irrespective of the circumstances.

4.3 Submission Of Bids

The bid should be submitted in 2 separate envelopes. The details thereof are as follows:

ENVELOPE-I (Technical Offer): (2 Copies)

The Technical bid (TO) should be completed and complied with in all respects and

contains all information asked for, except commercial quote. The technical bids should

also contain conformity to eligibility criteria.

The Technical bid should be accompanied by all the documents as mentioned in

Annexure 21. The above details are MANDATORY, without which the Bids are liable to

be rejected. IDBI Bank at its sole discretion may not evaluate a Technical Offer in case

of non-submission or partial submission of technical details.

Technical Offer is to be provided in 2 copies.

Signed copy of RFP along with Corrigendum if any, should be signed by authorized

signatory as acceptance of all terms and conditions including scope of work etc

mentioned in the RFP and should be the part Technical bid document.

The copy of Technical Bid should also be submitted in image format through DVD/ CD

clearly marked as “Technical Bid- Soft copy”.

ENVELOPE-II (Commercial Offer): (1 Copy)

The Commercial bid (CO) (Annexure- 6) should give all relevant price information and

should not contradict the TO in any manner.



These two envelopes containing the Technical Offer and Commercial Offer should be

separately submitted at address mentioned in the document control sheet. Please note

that if any envelope is found to contain both TO and CO, then that bid will be rejected

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

and binding on the Bidder. The prices quoted in the commercial bid should be without

any conditions.

Bids Technical & Commercial must be submitted at the same time, giving full particulars

in separate sealed envelopes at IDBI Bank address, as per document control sheet.

Any deficiency in documentation may result in the outright rejection of the Bid and the

IDBI Bank shall not be liable for the same in any manner whatsoever. Any decision in this

regard by IDBI Bank shall be final, conclusive and binding on the Bidders and shall not be

questioned/ challenged by the Bidders.

IDBI Bank may, at its own discretion, extend the period for submission of Bids by

amending this RFP, in which case all rights and obligations of IDBI Bank and Bidders shall

stand extended. However, no request for extension of time from the Bidders shall be

binding upon IDBI Bank.

The envelopes shall indicate the name and address of the Bidder to enable the Bid to be

returned unopened in case it is declared "late". Any bid received by IDBI Bank after the

time prescribed by IDBI Bank for receipt of Bids, will be rejected and returned unopened

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

binding on the Bidder.

4.4 Bid Opening & Eligibility Criteria Evaluation 4.4.1 The Bank will open the Technical Bids submitted as per the date mentioned in the

document control sheet, in presence of the representatives of Bidders who choose to attend, at the time and date mentioned in this RFP document, unless otherwise specified by IDBI Bank.

4.4.2 The representatives of the Bidder, who are present at that time, shall sign the Bid opening register evidencing their attendance. However, bids may be opened even in the absence of representatives of one or more bidders.

4.4.3 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.

4.4.4 In the first stage, only the Technical Bids will be opened in presence of the Bidder(s) by the Bank officials and will be evaluated by an Evaluation Committee at a later date.



4.4.5 The Bids will be evaluated by Evaluation Committee constituted by the Bank on the basis of information/ documents submitted by the Bidders.

4.4.6 The bidders will be shortlisted on the basis of fulfilling the eligibility criteria i.e stage 1 evaluation process. Thereafter, they will be subjected to technical evaluation.

4.4.7 Thus any bidder failing in the stage 1 evaluation process (i.e eligibility criteria) will disqualify and their proposals will not be subjected to any further evaluation (technical or commercial).

4.5 Evaluation Methodology: The evaluation will be a four-phase process:-

Phase 1 – Eligibility Criteria Evaluation

Phase 2 – Technical Proposal Evaluation

Phase 3 – Commercial Bid Evaluation

Phase 4 – Techno commercial Weighted Evaluation The RFP responses will be subject to techno-commercial evaluation where Technical Bid will be given 60% Weightage (780 Marks) and Commercial bid will be given 40% Weightage (520 Marks).

4.6 Technical Bid Evaluation

4.6.1 Under Technical Bid evaluation, scoring will be based on technical compliance matrix as given below: Table 4.6.1 - Technical Bid Scoring Matrix

Sr. No

Particulars Max. Score

Scoring Mechanism

1 Score of Bidder’s response to Scope of Work on the basis of Annexure 3

220 If Bidder Response is “Y” Full Marks i.e 5 marks will be allotted

If Bidder Response is “N”

No marks will be allotted

2 Score of Bidder’s response to Technical Requirements on the basis of Annexure 4

320 If Status is Available Full Marks i.e 2 marks will be allotted

If Status is Customizable

1 mark will be allotted

If Status is Not Available

No marks will be allotted



Sr. No

Particulars Max. Score

Scoring Mechanism

3 Presentation, Demonstration, Structured walkthrough & Site visit of the proposed solution

200

4 Software Services Running in Banks

40 5 or more Banks 40 marks

4 Banks 32 marks

3 Banks 24 marks

2 Banks 16 marks

Total Score in Technical Evaluation

780

4.6.2 The Bank at its discretion may call upon the Bidders to make a presentation &

demonstration 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.

4.6.3 In addition to the above, Bidder shall arrange for site visits for Bank’s team, where the Bidder’s software is already functional/ implemented.

4.6.4 Bidders receiving a minimum of 60% marks under technical evaluation (as per the matrix defined in clause no 4.6.1 of the RFP) would be declared as technically qualified. However, the Bank reserves its discretion to lower this minimum eligibility of 60% as per requirement, in case only two or lesser number of Bidders attain the required marks.

4.6.5 The bidders failing in the stage 2 evaluation process (i.e. technical evaluation criteria) will be disqualified and their proposals will not be subjected to further evaluation.

4.7 Commercial Bid Evaluation-

4.7.1 The Commercial Bids of only those Bidders, who get qualified under both stage 1 and stage 2 evaluation process, will be opened by Bank’s Committee in presence of the representatives of such qualified Bidder(s) who wish to be so present.

4.7.2 The Commercial Bid will be submitted in the format as per Annexure 6. The rates of all type of services shall be summed up. The lowest Bidder for all the services will be given 100% marks/ Weightage (i.e. 520 marks). The Weightage for rates given by higher/ highest Bidder shall be reduced in proportion by which it is at variance with lowest Bidder. For example, Lowest bidder(L1) will be awarded 520 marks out of 520 and other bidders will be awarded marks keeping lowest Bidder as maximum as explained below:



Table 4.7.2 Commercial Bid Scoring Matrix

Bidder Price Quoted

Ranking Total Commercial Marks

Formula

A 200 L2 390 =(150 x 520)/ 200

B 150 L1 520 =(150 x 520)/ 150

C 350 L3 222.85 =(150 x 520)/ 350

4.8 Techno – Commercial Bid Evaluation –

4.8.1 The Bidder who gets the highest points based on the techno — commercial scoring out of the total 1300 marks (i.e 780 marks for Technical Bid Evaluation + 520 marks for Commercial Bid Evaluation) may be awarded the Contract.

4.8.2 IDBI Bank may, at its sole discretion (though not bound to), at any time amend/ change the bid evaluation criteria as stated herein without being liable to inform the Bidders about the same. IDBI Bank shall not be liable to provide reasons for carrying out such change. Any decision taken by IDBI Bank shall be final, conclusive and binding on the Bidders.

Table 4.8.2 Techno – Commercial Bid Scoring Matrix

Bidder Ranking Total Commercial Points

Technical Points Total Points

A TC2 390 725 1115

B TC1 520 700 1220

C TC3 222.85 740 962.85



SECTION - V

Terms and Conditions

5.1 This RFP is not an offer by the Bank, but an invitation to offer for Bidder responses. No contractual obligation on behalf of the Bank, whatsoever, shall arise from the RFP process unless and until a formal contract is signed and executed by duly authorized officers of the Bank and the successful Bidder. The Bank reserves the rights to amend, modify, add, delete, accept or cancel in part or full any conditions or specification of all proposals/ bids, without assigning any reason thereof at any time during the bid process. Each bidder shall be entirely responsible for its own costs and expenses that are incurred while participating in the RFP, subsequent presentations and contract negotiation processes.

5.2 The tender documents cannot be sold and/ or transferred/ assigned. If the same is done, tender documents are liable to be summarily rejected by IDBI Bank Ltd. Any decision of IDBI Bank Ltd. in this regard shall be final, conclusive and binding on the Bidder.

5.3 Definitions

In this RFP/ Contract, the following terms shall have the following meanings and shall be interpreted accordingly:

5.3.1 “Applicable Law” shall mean any statute, law, regulation, ordinance, rule, judgment, order, decree, by-law, Government Approval, directive, guideline, requirement or other governmental restriction or any decision or determination by, or any interpretation, policy or administration of any of the foregoing, by any Government Authority having jurisdiction over the matter in question, whether in effect as of the date of this Agreement or thereafter.

5.3.2 “Acceptance of Bid” means the letter or any memorandum communicating to the Bidder the acceptance of his Bid.

5.3.3 “Site” means the place in which the operations/ Service(s) are to be carried out or places approved by IDBI Bank for the purposes of the Contract together with any other places designated in the Contract as forming part of the Site.

5.3.4 “Good/ Best Industry Practice” means the exercise of degree of skill, diligence and prudence which is expected from a highly skilled experienced and reputed solution provider engaged in the same type of undertaking engaged in similar activity under similar circumstances and acting generally in accordance with the prevailing laws, rules, regulations codes and industry standards.



5.3.5 "The Contract" means the agreement to be entered into between IDBI Bank and the Successful Bidder as recorded in the contract form duly signed by the parties (Annexure 15), including all annexure, schedules, exhibits, supplements, appendices, amendments, revisions, notations and modifications thereof , as indicated/ spelt out in this RFP.

5.3.6 “Bidder" means and includes any company who has/ has participated in the bidding process.

5.3.7 Successful Bidder" means any person(s) whose Bid has been accepted by IDBI Bank and to whom work has been awarded and shall include its authorized representatives, successors and permitted assigns.

5.3.8 "IDBI Bank/ Bank" means IDBI Bank Limited including its successors and assigns.

5.3.9 "The Contract Price" means the price/ compensation, payable to the Successful Bidder under and in accordance with the Contract, for the due performance and observance of its contractual obligations under and in accordance with the Contract.

5.3.10 "Confidential Information" means, (i) intellectual property information and information relating to Intellectual Property Rights; (ii) technical or business information or material not covered in (i); (iii) proprietary or internal information related to the current, future and proposed products or service(s) of the Bank including, financial information, process/ flow charts, business models, designs, drawings, data information related to products and service(s), procurement requirements, purchasing, customers, investors, employees, business and contractual relationships, business forecasts, business plans and strategies, information the Parties provide regarding third parties; (iv) information disclosed pursuant to the Contract and (v) all such other information which by its nature or the circumstances of its disclosure is confidential.

5.3.11 “Intellectual Property Rights” means any patent, copyright, trademark, trade name, design, trade secret, permit, service marks, brands, propriety information, knowledge, technology, licenses, databases, computer programs, software, know how or other form of intellectual property right, title, benefits or interest whether arising before or after the execution of this Contract and the right to ownership and registration of these rights.

5.3.12 “Parties” means IDBI Bank and the Successful Bidder and “Party” means either of the Parties.

5.3.13 “Service(s)” means services required to be performed by the Bidder under the Contract, as specified in Scope of Work in compliance with the Service Level Requirements.

5.3.14 “Service Level Requirements” means the level of service and other performance criteria which will apply to the Service(s) and the Bidder undertakes to perform as per scope of work or as may be agreed between the parties.



5.4 Interpretation

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

5.4.1 Time is the essence in the performance of the Parties’ respective obligations, if any time period specified herein is extended, such time shall also be of the essence.

5.4.2 The clauses/ headings are for convenient reference(s) only and do not form part of this RFP/ the Contract;

5.4.3 unless otherwise specified, a reference to a clause number is a reference to all of its sub-clauses;

5.4.4 unless otherwise specified, a reference to a clause, sub-clause or section is a reference to a clause, sub-clause or section of this RFP/ the Contract including any amendments or modifications to the same from time to time.

5.4.5 A word in the singular includes plural and a word in the plural includes singular;

5.4.6 a word importing a gender includes any other gender;

5.4.7 a reference to a person includes a body corporate;

5.4.8 a reference to legislation includes legislation repealing, replacing or amending that legislation;

5.4.9 where a word or phrase is given a particular meaning, it includes the appropriate grammatical forms of that word or phrase, which have corresponding meanings;

5.4.10 Reasonability and materiality of "doubt" and "controversy" shall be at the sole discretion of IDBI Bank.

5.4.11 The words not expressly defined herein shall have meanings ascribed to them in the General Clauses Act, 1897 or such other relevant applicable law as amended from time to time.

In case of a difference of opinion on the part of the Bidder in comprehending and/ or interpreting any clause/ provision of this RFP after submission of the Bid, the interpretation by IDBI Bank and decision of IDBI Bank in this behalf shall be final, conclusive and binding on the Bidder(s).

5.5 Delivery and Installation

5.5.1 On receiving the order the bidder shall submit the acceptance of the order within one week from the date of receipt of the order. The delivery and installation of customized software solution through license, media and operational manual in English are to be made available within 4 months of the date of acceptance (Effective Date) of the



order. The Bank reserves the right to consider the late acceptance of the order, if any, at its discretion.

5.5.2 It is obligatory for the bidder to submit a certificate of delivery of software solution (through media, license & operational manual) and certificate of installation of the software solution signed by Bank's personnel along with the bill for payment

5.5.3 The software must be delivered and installed on DR (Backup) site after successful implementation at Primary site along with UAT/ Test system.

5.6 Call Resolution

5.6.1 The bidder shall provide technical support either on site or atleast through helpdesk, telephone/ e-mail to resolve any problems immediately on the same day of complaint. This service is to be provided on all working days of the Bank, notwithstanding the fact whether on such days the bidder’s office remains open or not. The bidder also has to ensure technical support that the DCMS work is not affected and in case of technical problem, the work is continued from the Disaster recovery site.

5.6.2 There must be designated point of contact from the Bidder side that in turn will coordinate at his end internally relating to maintenance of the solution.

5.6.3 The successful bidder should provide Escalation Matrix to Bank from time to time. 5.6.4 The successful bidder should follow below mentioned TAT for issue resolution –

Severity Response time Resolution Time

Showstopper Immediate Immediate

High 1 Hr 4 Hr

Medium 1 Hr 6 Hr

low SBD NBD

* SBD – Same Business Day and NBD – Next Business Day.

5.7 Award of Contract

5.7.1 The offer of the contract will be issued to the successful Bidder arrived through techno-commercial evaluation. The successful bidder would need to accept the offer within 7 days from the date of issue of the offer.

5.7.2 In case the selected Bidder does not accept/ respond within 7 days, the said offer shall stand cancelled and it will be passed to the next bidder whose techno-commercial score is less than the successful bidder.



5.7.3 Payment Terms No advance payment will be provided on awarding the contract. Payment will be released as per

Commercial Bid, refer Annexure-6 and item wise payment schedule will be as follows:

5.7.4 Payment Schedule for the Cost of Application Software As per Software Installation, Configuration, Customization, Migration, Implementation and Go

Live:

i. 20% on completion of installation of Debit Card Management System in Test/UAT System and the preparation of document of understanding, project plan, project migration, and test plan.

ii. 20% on completion of UAT. iii. 20% on completion of data migration, Implementation and Production Go Live with

complete application setup as per existing process/functionality in new DCMS. iv. 20% on the installation, implementation and setup of Disaster Recovery site. v. 10% on the completion of Onsite Training of new DCMS system on Technical and functional

aspect. Production and DR system manual with complete system architecture. vi. 10% on completion of Warranty period.

5.8 Cancellation of the contract & compensation

IDBI Bank reserves the right to cancel the contract placed on the selected Bidder and recover expenditure incurred by IDBI Bank and compensation under the following circumstances: -

5.8.1 The selected Bidder commits a breach of any of the terms and conditions of this RFP document and Service Level Agreement.

5.8.2 The selected Bidder commits a breach of any of the representations and services as stipulated in Contract/ Agreement, to be entered in the form as provided in Annexure-14.

5.8.3 The Bidder goes into liquidation, voluntarily or otherwise. 5.8.4 An attachment of legal nature or otherwise is levied or continues to be levied for a

period of seven days upon effects of the bid. 5.8.5 The progress regarding execution of the order accepted, made by the selected Bidder

is found to be unsatisfactory. 5.8.6 Serious discrepancy in functionality of any service, which has an impact on the Banks

equipments in production environment; 5.8.7 If for any reason, the Contract is cancelled, IDBI Bank reserves the right to get the

works executed through alternate sources at the risk, cost and responsibility of the Successful Bidder. IDBI Bank reserves the right to recover any dues payable by the selected Bidder from any amount outstanding to the credit of the selected Bidder, including the pending bills and/ or invoking the Bank guarantee under this RFP as well as blacklisting the Bidder.

5.8.8 After the award of the contract, if the selected Bidder does not perform satisfactorily



or delays execution of the contract/ violates the contract, IDBI Bank reserves the right to get the balance/ full contract executed by another party of its choice by giving one month’s notice for the same. In this event, the selected Bidder is bound to make good the additional expenditure, which IDBI Bank may have to incur in executing the balance/ full contract. This clause is applicable, if for any reason, the contract is cancelled.

5.8.9 In case the software solution supplied is not in accordance with the requirement, and/ or do not achieve the guaranteed performance as specified herein, the selected bidder shall forthwith replace/ provide such software solution at no extra cost to the Bank without prejudice to the other remedies as may be available to the Bank under the contract.

5.9 Performance Guarantee

5.9.1 The Successful Bidder shall be required to provide a Bank Guarantee of 15 % of the total contract value, indemnifying the Bank against any loss. The Bank Guarantee shall be denominated in Indian Rupees and issued by a Scheduled Commercial Bank (other than IDBI Bank) to be provided within 10 working days from the date of receipt of acceptance letter from the Bank.

5.9.2 The proceeds of the performance security shall be payable to Bank as compensation for any loss or damage resulting from the Bidder's failure to complete its obligations under and in accordance with the Contract.

5.9.3 The Performance Bank Guarantee should be valid for 24 months with a claim period of 6 months.

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

5.10 Indemnity

The Selected/ successful Bidder shall unconditionally and irrevocably, (jointly and severally in case of partnership concerns) indemnify IDBI Bank, its affiliates, subsidiaries, successors, assigns, officers, directors and employees, against any claims, losses, costs, actions, suits, damages and or otherwise including but not limited to those from third parties or liabilities of any kind howsoever suffered arising out of or incurred inter alia during and after the Contract period including but not limited to third-party claims due to unauthorized disclosure of Confidential Information, violation of any trademarks, patents, copyrights, permissions, consents, approvals and license from all authorities, both regulatory/ statutory and non-regulatory, and shall



always keep IDBI Bank ,its affiliates, subsidiaries, successors, assigns, officers, directors and employees, indemnified at all times, from and against all claims, losses, damages, costs, actions, suits, compensation or expenses or otherwise, if any, that IDBI Bank may incur by reason of any action, proceedings which may be brought by or against or taken against IDBI Bank by anybody including the customers for anything of any nature whatsoever. This clause shall survive the termination of the Contract for any reason whatsoever. The Selected Bidder shall execute a Deed of Indemnity in the form and manner as given in Annexure-16.

5.11 Intellectual Property Rights and Patent Rights

The bidder should ensure all the products/ services/ technology platforms etc should be owned or should have rights to use & distribute to their customers.

5.11.1 The successful bidder shall indemnify the Bank against all third party claims of infringement of patent, trademark or industrial design rights arising from use of the Goods, or any part thereof in India.

5.11.2 The successful Bidder shall ensure that while it uses any software, hardware, processes or material in the course of performing the Services, it does not infringe the Intellectual Property Rights of any person and the Bidder shall keep the Purchaser indemnified against all costs, charges, expenses, liabilities, claims, damages, litigations, suits, judgments and/ or otherwise howsoever, arising out of any illegal or unauthorized use (piracy) or in connection with any claim or proceedings relating to any breach or violation of any permission/ license terms or infringement of any Intellectual Property Rights by the Bidder or any sub-Bidder during the course of performance of the Services.

5.11.3 In the event of any claim asserted by a third party of infringement of trademark, trade names, copyright, patent, intellectual property rights or industrial drawing/ design rights arising from the use of the Services/ Systems or any part thereof in India, the Bidder shall act expeditiously to extinguish such claim. If the Bidder fails to comply and Purchaser is required to pay compensation to a third party resulting from such infringement, the Bidder shall be responsible for the compensation including all expenses, court costs and lawyer fees. Purchaser will give notice to the Bidder of such claim, if it is made, without delay.

5.12 Support from the Bidder

5.12.1 Additional software support like Modifications, updates, enhancements, mandates as per the industry standard, to the package, if any, is to be provided to the Bank free of cost during contract period.

5.12.2 The Bank reserves the right to modify, update the parameter files, configuration with required awareness of its consequences and any such modification, updation will be recorded for information of the selected bidder.



5.12.3 Any corruption in the Software or media shall be rectified during the full period of the contract, if contracted, at no extra cost to the Bank. In case of any upgradations to Hardware, O/S, RDBMS, application software result in recompilation/ necessary modification of the Debit Card Management System, then the bidder has to re-compile and re-install the entire solution, without compromising any of the features of the running version of the software without any additional cost to the Bank during the contract period.

5.12.4 Regulatory changes, if any, due to changes in the law or provisions or directions introduced/ issued by Government of India, State Governments, other Governmental authorities, Reserve Bank of India, Indian Bank's Association, other regulatory authorities or industry level changes are to be effected in the software. In such a case, they have to be effected by the bidder at no extra cost to the Bank during the contract period.

5.12.5 The Bidder shall provide a proven/ tested Business Continuity Plan for Debit Cards Management System so that Banks interests are not jeopardized in case of disruption in working.

5.12.6 The bidder shall furnish list of their service/ support centers along with contact person, contact nos. and address, e-mail id etc. The bidder shall also provide the escalation chart with the details of contact persons to enable the Bank to escalate the problems for speedy resolution. The bidder shall specify the availability and details of Technical expertise (personnel). Bidder to support the Bank, with additional manpower during smooth implementation of the solution.

5.13 Execution Of Non Disclosure Agreement

The Successful Bidder should execute Non- Disclosure Agreement (NDA) as per Annexure-17 at the time of signing of the contract.

5.14 Dispute Resolution

5.14.1 Subject to the arbitration clause below, all disputes arising out of or in respect of this bid shall be deemed to have arisen in Mumbai and only the Courts in Mumbai alone shall have the jurisdiction to determine the same. The governing law shall be Indian Law.

5.14.2 The disputes or differences whatsoever arising between the IDBI Bank, Bidder/ successful Bidder, out of or relating to the Service(s) construction, meaning and operation or effect of the contract or the breach thereof which cannot be settled amicably, shall be settled by arbitration in accordance with Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment thereof and the award made in pursuance, shall be binding on them.

5.14.3 The arbitration shall be in English language. The venue of arbitration shall be at Mumbai. The Bidder agrees that pending arbitration, contract and related services



shall continue. The arbitration expenses shall be shared equally between parties. Each Party to the dispute shall appoint 1 arbitrator each and the two arbitrators shall jointly appoint the third or the presiding arbitrator. In case, the Bidder/ Successful Bidder fails to appoint its arbitrator or any conflict in the appointment of the arbitrator, sole arbitrator appointed by IDBI Bank will arbitrate the matter and decision of such arbitrator shall be binding on the parties. 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. Subject to the above, the courts of law at Mumbai alone shall have the jurisdiction in respect of all matters connected with the Contract.

5.14.4 The Successful Bidder(s) shall not be entitled to suspend the Service(s) or the completion of the job under the Contract, pending resolution of any disputes between the Parties, unless otherwise directed in writing by the Bank or unless the matter is such that the Service(s) cannot possibly be continued until the decision of the arbitrator is arrived at. However during such a contingency, the Bank shall be entitled to make alternative arrangements to tackle the situation in any manner it deems fit, at the cost of the Bidder, so that the business of the Bank is not disrupted.

The venue for arbitration shall be the sole discretion of the Bank. The provision under this section shall survive the Contract

5.15 Execution of Service Level Agreement

The Bidder should execute a Service Level Agreement in the form and manner as may be given by Bank, which would include all the services and terms and conditions of the services to be extended as detailed herein and as may be prescribed by the Bank. The Bidder will execute SLA within 10 working days from the date of acceptance of Letter of Intent. This RFP document and subsequent corrigendum/ s (if any) will become integral part of SLA.

5.16 Reference Checks

Bidders are required to provide reference of the clients for whom they have provided similar solution. All the details of references mentioned in Annexure-9 should be provided along with the names and contact details of persons who will be available for discussions.

The Bank may contact these reference sites to obtain information on Services and Support being provided by the Bidder.

Bidders will co-ordinate with the reference sites and arrange the visits on request from the Bank.



5.17 Solicitation of Employees

Both the parties agree not to hire, solicit, or accept solicitation (either directly,

indirectly, or through a third party) for their employees directly involved in this

contract during the period of the contract and one year thereafter, except as the

parties may agree on a case-by-case basis. The parties agree that for the period of the

contract and one year thereafter, neither party will cause or permit any of its directors

or employees who have knowledge of the agreement to directly or indirectly solicit for

employment the key personnel working on the project contemplated in this proposal

except with the written consent of the other party. The above restriction would not

apply to either party for hiring such key personnel who (i) initiate discussions

regarding such employment without any direct or indirect solicitation by the other

party (ii) respond to any public advertisement placed by either party or its affiliates in

a publication of general circulation or (iii) has been terminated by a party prior to the

commencement of employment discussions with the other party.

5.18 Publicity

Any publicity by the Bidder in which the name of IDBI Bank/ Logo/ Trade Marks is to be used should be done only with the explicit written permission of IDBI Bank.

5.19 Ownership and Retention of Documents

5.19.1 IDBI Bank shall own the documents, prepared by or for the Bidder arising out of or in connection with the Contract.

5.19.2 Forthwith upon expiry or earlier termination of the Contract and at any other time on demand by IDBI Bank, Ltd, the Bidder shall deliver to IDBI Bank all documents provided by or originating from IDBI Bank and all documents produced by or from or for the Bidder in the course of performing the Service(s), unless otherwise directed in writing by IDBI Bank at no additional cost.

5.19.3 The Bidder shall not, without the prior written consent of IDBI Bank, store, copy, distribute or retain any such Documents.

5.19.4 Bidder shall preserve all documents provided by or originating from IDBI Bank and all documents produced by or from or for the Bidder in the course of performing the Service(s) in accordance with the legal, statutory, regulatory obligations of IDBI Bank in this regard.

5.20 Tenure of the Contract

The contract shall be perpetual (unless terminated by the Bank). During shifting of the services to new agency, the successful Bidder shall provide necessary help for smooth switch over, and necessary training to Bank’s staff.



In case the contract is shifted to another bidder after the termination of the contract, the bidder will ensure smooth migration of the database/ data tables to a different platform or server if required or as deemed necessary by the new bidder at no additional cost to our Bank.

5.21 Project Timelines:

The entire project is to be implemented within 4 months from the date of acceptance of the contract. The selected bidder has to submit the document of understanding, project plan, project migration, test plan, accordingly in consultation with the Bank and get it approved. Successful bidder should engage and deploy onsite dedicated Project Manager and sufficient resources for the implementation and migration of proposed Debit Card Management System with no additional cost to Bank.

5.22 System Requirements Study

The selected Bidder, with the assistance of the Bank shall conduct a detailed study of System requirements vis-a–vis the features in the solution offered by them and Banks present running system for configuring the solution in tune with the Bank’s present and future requirements as specified in this document. The Bank will review the SRS and suggest changes, if any, to be incorporated for finalizing the customization required.

5.23 Gap Analysis And Resolution

5.23.1 After completing the System requirements study, the selected Bidder will conduct the gap analysis between the solutions offered; present running system and the requirements of the Bank.

5.23.2 During the Gap analysis, the Selected Bidder and the Bank jointly walk through the application software to ascertain the extent of gaps between the Bank’s requirements and the features available in the application software and thereafter list out the extent of customization required.

5.23.3 The selected Bidder in this regard will be guided by the scope of the RFP document. The selected Bidder to provide the Bank with the gap identification report along with the necessary customization required to bridge the gaps within the time frame of the project.

5.24 Customization

5.24.1 The selected bidder to ensure that they have the necessary infrastructure and people in place to complete the customization.



5.24.2 The selected Bidder after customizing Software as per SRS will deliver the customized software to the Bank for conducting Acceptance Test.

5.24.3 The Bank may during the process of implementation identify gaps that may not have come to light earlier and the Bidder must also undertake modification/ customization of such gaps that may be brought to the notice of Bidders during project implementation.

5.24.4 The Bidder must carry out all such modifications, customization.

5.25 System Acceptance Testing:

5.25.1 Each module function would be evaluated by the Bank in detail and therefore the bank would require sufficient time period to evaluate the complete solution. The evaluation period will not commence until the selected bidder has installed the fully customized product at the production site.

5.25.2 The Bank retains the right to reject the system in its entirety during the contract period for a full refund in case of unsatisfactory performance of the bidder software solution. Any penalties arising on account of unsatisfactory performance will be recovered by invoking the Performance Guarantee submitted. During the acceptance test to be conducted on Debit Card Management System, the successful bidder must provide at least two expert personnel at the site on a full time basis at no extra cost. These personnel will be responsible for all the necessary support to complete the acceptance test on the solution.

5.26 Interfaces

The selected bidder will be responsible for developing, testing and maintaining the interfaces required with other software’s of the Bank. While developing the Interfaces the bidder will take measures to ensure integrity and the confidentiality of the data. Such interfaces have to be delivered to the Bank along with the customized software solution.

5.27 Acceptance By The Bank

The acceptance tests as detailed above shall be conducted for Debit Card Management System. Pending completion of acceptance tests, the bank reserves the right to use the software solution and such usage shall not be deemed as acceptance of the system by the selected bidder. If any errors/ bugs detected during acceptance testing, schedule to be revised at the cost of the successful bidder. The date on which the acceptance certificate is signed shall be deemed to be the date of successful commissioning of the Systems.



5.28 Sole Responsibility of the bidder:

The bidder should provide detailed information of the manpower proposed during the implementation period to be deployed for delivery of Debit Card Management System. Further, the bidder would be solely responsible for delivering the services scoped as per Service Level Agreement and for the acts of the personnel engaged for delivering such services to the Bank and would indemnify for the losses incurred by the Bank due to the acts and omissions of such personnel whether employed by the bidder or sub-contracted.

5.29 Representations and Warranties

In order to induce IDBI Bank to enter into the Contract, the Successful Bidder hereby represents and warrants the following:

5.29.1 It is duly organized and validly existing company under Indian Laws. 5.29.2 It has power and authority to execute and deliver the Contract/ the presents and has

taken all necessary steps to authorize execution, delivery and performance of the presents.

5.29.3 It meets the requisite eligibility criteria as set out in the RFP. 5.29.4 It is not involved in any major litigation and no litigation and/ or investigation is

threatened against it. That the existing or threatened litigations or investigations do not have an impact of affecting or compromising the performance and delivery of Service(s) under the presents.

5.29.5 The representations made by it in its Bid are and shall continue to remain true and fulfill all the requirements as are necessary for executing the duties, obligations and responsibilities as laid down in the Contract and RFP and unless IDBI Bank specifies to the contrary. It has not suppressed any information, which is within the knowledge of the Bidder.

5.29.6 The execution of the Service(s) herein is and shall be strictly in accordance and in compliance with all applicable laws, as amended from time to time, the regulatory framework governing the same and the Good Industry Practice. It has all permissions, consents, approvals and license from all authorities, both regulatory/ statutory and non-regulatory, for executing the Service(s);

5.29.7 It is authorized and legally eligible and otherwise entitled and has power and authority to do all things necessary and appropriate and to consummate the Service(s).

5.29.8 neither the execution and delivery of the Contract nor the Bidder’s compliance with or performance of terms and provisions of the Contract shall contravene any provisions of law or any order, writ, injunction or decree of any Court or Government authority nor shall it violate any provisions of its constitutional documents or any agreement or arrangement to which the it is a party.

5.29.9 That the Bidder shall procure all the necessary permissions and requisite authorities approvals, consents, no objections and licenses for use of various software and any



copyrighted process/ product free from all claims, titles, interests and liens thereon, and shall keep IDBI Bank, its directors, officers, employees, representatives, consultants and agents indemnified in relation thereto.

5.29.10 That the Bidder certifies that all registrations, recordings, filings and notarizations of the Contract and all payments of any tax or duty, including without limitation stamp duty, registration charges or similar amounts which are required to be effected or made by the Bidder which is necessary to ensure the legality, validity, enforceability or admissibility in evidence of the Contract have been made by him/ her/ it.

5.29.11 That the Bidder confirms that there has not and shall not occur any execution, amendment or modification of any agreement/ contract without the prior written consent of IDBI Bank, which may directly or indirectly have a bearing on the Contract or Service(s).

5.29.12 The Services offered to the Bank under this RFP 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 the Bank;

5.29.13 If it having been notified fails to remedy the defect(s) within the period specified, Bank may proceed to take such remedial action as may be necessary, at the Bidder’s risk and expense and without prejudice to any other rights which Bank may have against the Bidder under and in accordance with the Contract.

5.29.14 It has made or shall make all necessary arrangement for delivery of the Service(s). In case of failure on the part of Bidder to provide any material/ service as mentioned, Bank has a right not to pay for such particular part of material/ service and has also right to deduct penalties for such damages. Any decision of Bank in this regard shall be final, conclusive and binding on the Bidder.

5.30 Escrow Arrangement for Software

The Successful Bidder should agree for Escrow arrangement on mutually agreed terms and conditions between successful bidder and Bank:

5.30.1 The bidder shall provide, escrow mechanism for the software used (all components) for rendering the services in order to protect the Bank's interest in an unexpected eventuality. The software should be periodically tested and latest version to be kept under Escrow.

5.30.2 For the third party licensed software used by the bidder for rendering the required services, then the Bidder should have an Escrow agreement with the licenser for the software used (all components) in order to protect the Bank's interest in an eventual situation. In an eventuality the licenser should be in a position to hand over the



software used with all components to the Bank.

5.31 Standard of Performance

The Successful Bidder shall perform the Service(s) and carry out its obligations under the Contract/ this RFP with due diligence, efficiency and economy, in accordance with generally globally accepted techniques and practices used in industry and with professional engineering standards recognized by the international professional bodies as per Best Industry Practices. The Successful Bidder shall safeguard IDBI Bank's legitimate interests in any dealing with third parties.

5.32 Liquidated Damage/ Penalty:

5.32.1 If the Bidder fails to deliver any or all of the Systems or install the same within the time period(s) specified in the Contract, Bank shall, without prejudice to its other rights and remedies under and in accordance with the Contract, deduct from the Contract price, as liquidated damages, a sum equivalent to 1% percent per week or part thereof of respective order cost subject to maximum deduction of 5% of the order value of the unperformed services. In case of undue delay beyond a period of 15 days unless otherwise waived by the Bank, Bank in its discretion may consider termination of the Contract.

5.32.2 Bank is entitled to withhold or deduct liquidated damages from the price under the Contract or any other amount, which is due to Bidder from this Contract, or any other contract.

5.32.3 Any loss caused to the Bank or claims made against the Bank owing to non-performance of the Services by the Successful Bidder as per the Contract, or non-compliance of regulatory guidelines, will attract liquidated damages to the extent that the claim is made against the Bank. The Bank reserves the right to recover this amount from any dues payable or accrue to the Successful Bidder in future in any form.

5.32.4 Any financial loss to the Bank on account of fraud taking place due to Successful Bidder, its employees or their service providers negligence shall be recoverable from the Successful Bidder along with damages if any with regard to Bank’s reputation and goodwill.

5.33 Confidentiality:

5.33.1 The Bidder agrees that it shall hold in trust any Confidential Information received by it, under the RFP/ Contract, and the strictest of confidence shall be maintained in respect of such Information. The Bidder also agrees:

5.33.2 to maintain and use the Information only for the purposes of the RFP/ Contract and only as permitted by IDBI Bank;

5.33.3 to make copies of only such documents/ paper as specifically authorized by the prior written consent of IDBI Bank and with the same confidential or proprietary notices as may be printed or displayed on the original;



5.33.4 to restrict access and disclosure of Information to such of their employees, agents, vendors, and Bidders strictly on a "need to know" basis, to maintain confidentiality of the information disclosed to them in accordance with this Clause and

5.33.5 to treat all Information as Confidential Information from the date of receipt of contract. In the event of earlier termination of the Contract, the Parties agree to maintain the confidentiality of the Confidential Information for a further period of 10 years from the date of such termination.

5.33.6 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:

a. the Bidder knew or had in its possession, prior to disclosure, without limitation on its confidentiality;

b. is independently developed by the Bidder without breach of the Contract/ RFP c. information in the public domain as a matter of law; d. is received from a third party not subject to the obligation of confidentiality with respect

to such information; e. is released from confidentiality with the written consent of the IDBI Bank.

5.33.7 The Bidder shall have the burden of proving that all Clauses above are applicable to the information in the possession of the Bidder.

5.33.8 Notwithstanding the foregoing, the Bidder acknowledge that the nature of the service(s) to be performed under the Contract/ RFP may require the Successful Bidder(s)’ personnel to be present on premises of IDBI Bank or may require the Successful Bidder(s)’ personnel to have access to computer networks of IDBI Bank while on or off premises of IDBI Bank. It is understood that it would be impractical for IDBI Bank to monitor all information made available to the Successful Bidder(s) under such circumstances and to provide notice to the Successful Bidder(s) of the confidentiality of all such information. Therefore, the Successful Bidder(s) agree(s) that any technical or business or other information of the Bank that the Successful Bidder(s)’ personnel, sub Bidders or agents acquire while on the IDBI Bank’s premises, or through access to IDBI Bank’s computer systems or databases while on or off IDBI Bank’s premises, shall be deemed Confidential Information.

5.33.9 Confidential Information shall at all times remain the sole and exclusive property of IDBI Bank Upon termination of the Contract. Confidential Information shall be returned to IDBI Bank or destroyed, if incapable of return. The destruction shall be witnessed and so recorded, in writing, by an authorized representative of each of IDBI Bank and the Successful Bidder(s). Nothing contained herein shall in any manner impair rights of IDBI Bank in respect of the service(s), and documents, etc.

5.33.10 All the information relating to the Account holders (including but not limited to any information pertaining to the applicants) shall at all times remain Confidential Information and shall be held in trust by the Successful Bidder on behalf of IDBI Bank and the Bidder shall not use the same for any purpose other than for the performance of the Services and towards compliance of obligations under RFP/ the Contract.



5.33.11 In the event that the Successful Bidders becomes legally compelled to disclose any Confidential Information, then such Bidder shall give sufficient notice to IDBI Bank to enable IDBI Bank to obtain protective order in order to prevent or minimize to the extent possible, such disclosure. Neither party shall disclose to a third party any Confidential Information or the contents of the Contract without the prior written consent of the other Party. The obligations of this Clause shall be satisfied by handling Confidential Information with the same degree of care, which the receiving Party applies to its own similar confidential information but in no event less than reasonable care. The obligations of this Clause shall survive the expiry, cancellation or termination of the Contract till such Confidential Information enters public domain or as stated above.

5.33.12 The provision of this clause shall survive termination of the Contract till such Confidential Information enters public domain.

5.34 Authorized Signatory

The Successful Bidder shall indicate the authorized signatories who can discuss and correspond with IDBI Bank with regard to the obligations under the Contract/ RFP. The Successful Bidder shall at the time of signing the Contract submit a certified copy of the resolution of their board, authenticated by the company secretary, authorizing an official or officials of the Bidder to discuss, sign agreements/ contracts with IDBI Bank , raise invoice and accept payments and also to correspond. The Bidder shall provide proof of signature identification for the above purposes as required by IDBI Bank.

5.35 Signing of Bid

Each Bid will be submitted in the legal name of the Bidder and shall be signed and duly stamped by the Bidder or a person duly authorized to sign on behalf of the Bidder.

5.36 Contract Amendments

No variation in or modification of the terms of the Contract shall be made except by written mutual consent signed by both the Parties i.e. the Successful Bidder and IDBI Bank. The Successful Bidder, however, agrees it shall be bound to amend the Contract, if so required by IDBI Bank, for giving effect to any amendment, modification etc. in the applicable laws including but not limited to amendment/ modification etc. in the Reserve Bank of India Act, 1934/ the Banking Regulations Act, 1949 and/ or to give effect to any modifications, amendments or fresh guidelines issued/ imposed by RBI.

5.37 Termination

5.37.1 IDBI Bank may, without assigning any reasons, terminate the Contract by giving Successful Bidder, a prior and written notice of 3 months indicating its intention to terminate the Contract.



5.37.2 Bidder will provide all necessary assistance in ensuring a smooth transition of services, all data to the alternate Solution Provider identified by the Bank in case of termination of contract or expiry of the contract period.

5.37.3 In the event of the happening of any events of the above nature, IDBI Bank shall reserve the right to take any steps as are necessary, to ensure the effective transition of the Service(s) to the next successor Bidder, and to ensure business continuity.

Termination for Insolvency: IDBI Bank may at any time terminate the Contract by giving written notice of 30 days to the Successful Bidder, indicating its intention of termination the Contract without compensation to the Successful Bidder, if the Successful Bidder becomes bankrupt or otherwise insolvent, provided that such termination will not prejudice or affect any right of action or remedy which has accrued or will accrue thereafter to IDBI Bank.

Termination for Default: IDBI Bank, without prejudice to any other right or remedy for breach of Contract, by a written notice of default sent to the Successful Bidder, may terminate the Contract in whole or in part.

Termination for other than Default: IDBI Bank, without prejudice to any other right or remedy and without assigning any reason, may at its sole discretion, serve upon the Successful Bidder a written notice of 30 (thirty) days, indicating its intention to terminate the Contract and may terminate the Contract in whole or in part without being liable or responsible to the Bidder in any manner whatsoever.

5.38 Consequences of Termination

5.38.1 In the event of termination of the Contract due to any cause whatsoever, [whether consequent to the stipulated term of the Contract or otherwise], IDBI Bank shall be entitled to impose any such obligations and conditions and issue any clarifications as may be necessary to ensure an efficient transition and effective business continuity of the Service(s) which the Successful Bidder shall be obliged to comply with and take all available steps to minimize loss resulting from that termination/ breach, and further allow the next successor Bidder to take over the obligations of the erstwhile Successful Bidder in relation to the execution/ continued execution of the scope of the Contract.

5.38.2 In the event of termination of the Contract due to efflux of time where the term is not extended by IDBI Bank, the Successful Bidder shall be obliged to provide all such assistance to the next successor Bidder or any other person as may be required and as IDBI Bank may specify including training, where the successor(s) is a representative/ personnel of IDBI Bank, to enable the successor to provide adequately the Service(s) hereunder, even where such assistance is required to be rendered for a reasonable period that may extend beyond the term/ earlier termination hereof.

5.38.3 Where the termination of the Contract is prior to its stipulated term on account of a default on the part of the Successful Bidder or due to the fact that the survival of the Successful Bidder as an independent corporate entity is threatened/ has ceased, IDBI



Bank shall pay the Successful Bidder for that part of the Service(s) which have been authorized by IDBI Bank and satisfactorily performed by the Successful Bidder up to the date of termination. Without prejudice to any other rights, IDBI Bank may retain such amounts from the payment due and payable by IDBI Bank to the Successful Bidder as may be required to offset any losses caused to IDBI Bank as a result of any act/ omissions of the Successful Bidder. In case of any loss or damage due to default on the part of the Successful Bidder in performing Services or any failure to perform any of its obligations under the Contract, the Successful Bidder shall compensate IDBI Bank for any such loss, damages or other costs, incurred by IDBI Bank.

5.38.4 Nothing herein shall restrict the right of IDBI Bank to invoke the performance Bank guarantee and/ or other guarantees, securities furnished, enforce the Deed of Indemnity and pursue such other rights and/ or remedies that may be available to IDBI Bank under law or otherwise.

5.38.5 The termination hereof shall not affect any accrued right or liability of either Party nor affect the operation of the provisions of the Contract that are expressly or by implication intended to come into or continue in force on or after such termination.

5.38.6 In the event of termination of this Contract for any reason whatsoever, IDBI Bank shall have the right to publicize such termination to caution the customers/ public from dealing with the Successful Bidder.

5.39 Survival

5.39.1 Any provision of the Contract/ this RFP (if any) which, either expressly or by implication, survive the termination or expiry of the Contract, shall be complied with by the Parties including that of the provisions of arbitration, indemnity, confidentiality, non-disclosure in the same manner as if the Contract/ RFP is valid, subsisting and in full force and effect.

5.39.2 The provisions of the clauses of the Contract/ RFP in relation to documents, data, processes, property, Intellectual Property Rights, indemnity, publicity and confidentiality and ownership survive the expiry or termination of the Contract/ this RFP and in relation to confidentiality, the obligations continue to apply unless IDBI Bank notifies the Bidder(s) (including Successful Bidder) of its release from those obligations.

5.40 No Agency

The Service(s) of the Successful Bidder herein shall not be construed as any agency of IDBI Bank and there shall be no principal agency relationship between IDBI Bank and the Successful Bidder in this regard.

5.41 No Set-off, counter-claim and cross claims.

In case the Successful Bidder has any other business relationship with IDBI Bank, no right of set-off, counter-claim and cross-claim and/ or otherwise will be available to the Successful Bidder. However, IDBI Bank shall have such rights against the Successful



Bidder.

5.42 Key Performance Measurements

Unless specified by IDBI Bank to the contrary (in writing), the Successful Bidder shall perform the Service(s) and carry out the Service(s) under and in accordance with the terms of the Contract and/ or RFP.

5.43 Commencement and Progress

The Successful Bidder shall proceed to carry out the Service(s) with diligence and care in accordance with any stipulation as to the time, manner, mode, and method of execution contained in the Contract/ RFP and shall meet the standards of good industry practice.

5.44 Start of Installation:

Prior to taking up installation of any major component of work, the Successful Bidder shall submit to IDBI Bank his proposed procedures and obtain IDBI Bank's approval in writing.

5.45 Entire Contract

The terms and conditions laid down in this RFP/ the Contract and all annexure thereto shall be read in consonance with and form an integral part of the Contract. The Contract supersedes any prior contract, understanding or representation of the Parties on the subject matter.

5.46 Opening a Current account

The successful Bidders shall agree to open a current account with the specified Branch of IDBI Bank Ltd. and all the payments to be made by IDBI Bank under this contract shall ordinarily be routed through the said current account.

5.47 Governing Law

The Contract and any non-contractual obligations arising out of or in connection with the Contract shall be governed by the laws of Republic of India. This provisions shall survive the Contract.

5.48 Jurisdiction of Courts

Subject to the dispute resolution mechanism of Arbitration envisaged in this RFP, the

courts at Mumbai shall have non-exclusive jurisdiction to determine any proceeding in relation to the Contract/ this RFP. The provisions shall survive the Contract.



5.49 Suspension of Payment to the Successful Bidder

IDBI Bank may by a written notice of suspension, suspend all payments to the Successful Bidder under the Contract, if the Successful Bidder fails to perform any of its obligations under the Contract, (including the carrying out of the Services) provided that such notice of suspension:

i. Shall specify the nature of the failure and

ii. Shall request the Successful Bidder to remedy such failure within a specified period from the date of issue of such notice of suspension.



Annexure – 1

(Offer Covering Letter)

(To be included in Technical Bid)

Date: ______

Place: ______ IDBI Bank Ltd. Alternate Channels, 13th Floor, IDBI Tower, WTC Complex, Cuffe Parade, Mumbai - 400 005. Dear Sir, Sub: Your RFP No.- dated for “Debit Card Management System under licensed model” After having gone through the RFP document and annexure thereto, for the aforesaid job, we in conformity with the RFP, offer to provide the Services(s) as described and defined in the RFP on the terms and conditions set for the same in the RFP document and for the sum/ price indicated as per Financial Bid.

We agree to abide by this RFP and it shall remain binding on us. We note that –

(i) IDBI Bank reserves the right to offer the same type of services to TC2/ TC3/ TC4/ TC5, etc bidder

(ii) 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 Limited will have the right to disqualify us from the bid and

(iii) IDBI Bank reserves the right to reject lowest and/ or all other offers without assigning any reasons thereof.

i. We declare that our Enterprise/ Unit have never been involved in any kind of frauds.

ii. We have read the terms and conditions of the RFP document bearing Ref No. ………dated ……………. and accept the same.

iii. We agree to enter into agreement to perform the aforesaid contract in the manner and to the satisfaction of the IDBI Bank.



iv. The PRICE quoted in Financial Bid is total cost of providing the Debit Card Management System.

v. I/ We agree to execute a contract in the form to be communicated by IDBI Bank, incorporating all agreements with such alterations or additions thereto as may be necessary to adapt such agreement to the circumstances of the standard and notice of the award within time prescribed after notification of your intention to accept this proposal.

vi. Until a formal contract is prepared and executed, this offer, together with Bank’s written acceptance thereof and Bank’s notification of award shall constitute a final, conclusive and binding contract upon us.

vii. If any action is brought against IDBI Bank for infringement/ violation, of the applicable laws in respect of the Service(s)/ our obligations, I/ we shall defend the same at my/ our cost and consequences and will indemnify IDBI Bank and shall hold IDBI Bank harmless of all the costs and other expenses that IDBI Bank may incur or suffer in this connection.

viii. I/ We undertake to you that, if my/ our Bid/ Proposal is accepted, I/ we shall provide the Service(s) comprised in the Contract within timeframe specified, starting from the date of receipt of notification of award from IDBI Bank.

ix. We agree and undertake to abide by this proposal for the period of 90 days from the date of Bid opening and it shall remain binding upon us and may be accepted at any time before the expiration of that period

x. We enclose a Demand Draft/ Bank Guarantee in lieu of EMD for Rs. 10,00,000/ - in favour of IDBI Bank as EMD.

xi. In the event of our selection by the Bank for undertaking the Services set out in this RFP document , we will submit a Performance Guarantee for a sum equivalent to 15% of the total contract value for a period of 24 months with an additional claim period of 6 months effective from the date of signing of the contract.

xii. We agree that any decision of IDBI Bank Ltd. 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.

xiii. We enclose the following Demand Draft:

I) DD Number Dated for Rs.10,000/ - (Rupees Ten thousand only) as Cost of RFP Document &

II) DD Number Dated for Rs.10,00,000/ -(Rupees Ten lacs only) as EMD.

Demand Drafts are issued in favour of IDBI Bank by…………………………………………………………..Bank …………………………………………………………………………………………………………Branch payable at



Mumbai Dated this day of 2016

Signature of the authorized person Name of the signatory (in block capital letters) Seal of the company in accordance with the provisions for affixation of common seal as provided in the Articles of Association and to be supported by board resolution.



Annexure – 2

Eligibility Criteria

Sr. No Description Bidder Response (Y/ N)*

A – General

1 The Bidder submitting the offer should be a registered company in India.

2 The Bidder should be in the business of implementing Debit Card Management System on licensing platform for a minimum period of three years as on the bid submission date.

3 Bidder should have Debit Card Management System license and is providing solution in at least in two scheduled commercial Banks in India (including one PSU Bank in India) where the average card production volume is 1.75 lacs cards per month for the previous year.

4 The Bidder should have trained/ experienced personnel and manpower to carry out support and implementation of this activity

B – Financial

1 The Bidder should have a minimum turnover of Rs.50 crores for each of the previous 3 financial years as per the audited financial statement. i.e. FY 2012-13, FY 2013-14 and FY 2014-15.Copies of the last three financial year's audited balance sheets along with other details as per the form prescribed in Annexure-8 should be submitted along with the offer

2 The Bidder shall have positive net worth and in profit for the last 2 financial year’s viz., 2013-14, 2014-15

C – Compliance

1 The Bidder should not have been put in the negative list or blacklisted by any Government Department, PSU, PSE, Bank, etc for breach of any law or violation of regulatory prescriptions or breach of agreement. The Bidder has to submit self certification on its letterhead

2 The Bidder should have all necessary licenses, permissions, consents, no objections, approvals as required under the law for carrying out its business

3 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. Bidder has to submit self-certification on its letterhead

4 The Successful Bidder to provide benchmarking certificate/ report of the offered solution from the reputed third party test labs/ Bank references in terms of its performance parameters, card base, issuance and maintenance on average daily/ monthly/ peak day basis, number of PINs issued/ re-issued, and CPU load factor on the Card Management System Server etc



Annexure – 3

Functional Specifications

Sr. No Description Bidder Response

(Y/ N)*

Detailed Explanations

about deviation, if not

complied

Marks

A – General

1 “End to End Card Management Solution” including all card products, solution & services as per the requirements of RFP

2 Solution on perpetual license at Enterprise level for all its subsidiaries (Domestic or International) & sponsored Regional Rural Banks (present & future) connected to Bank's ATM Switch without any constraint on –

number of cards issued

card base

institutions

Interchanges/ Networks

Application modules

number of application users

number of concurrent users

locations i.e. DCs, Standby, DR and UAT/ Test

3 Customization of the application to meet the Bank’s requirement from time to time both during & post implementation

4 Web based application to various departments of the Bank for Card issuance, maintenance, operations, inquiry and transaction details inquiry from IDBI Switch and integration with Active Directory, LDAP and Single sign on

5 Bidder to provide Proposed Solution architecture with complete details with hardware specifications and any other software requirements, interfaces etc

6

Web based solution supporting latest version of Microsoft Internet explorer.



7 Support and compatibility for future upgrades such as OS, DB, Web server, Hardware and other related systems

8 Support and compatibility on future version upgrade of ATM Switch, CBS, Infrastructure/ Implementation of new ATM Switch/ CBS

9 Availability of MIS, Dashboards, Reports as an automated, event driven, user driven process as per the requirement of RBI/ Bank/ any other regulatory authorities format without any additional cost to the Bank

10 End to end Card Tracker System with maintenance of Cards and PINs dispatch details and acknowledgement with status retrieval at branches/ processing center

11 Handover of complete process, customizations, data migration support& relevant activities of exiting Card Management Solution to the new bidder due to termination, engagement of new Card Management Solution provider without any cost to the Bank without any disruption.

12 Onsite support for DC/ DR with no additional cost to the Bank as per Bank’s requirements

13 Implementation of the proposed solution at the Bank’s DC, DR & UAT/ Test System with no additional cost to the Bank

14 Prompt remedial measures for performance deficiency/ degrade of the proposed solution observed during the UAT, with no additional cost to the Bank

15 Capability of Parameter configuration of business rules for the issuance/ maintenance of cards, fee calculation & loyalty points

16 Benchmarking certificate/ report of the proposed solution from the reputed third party test labs/ Bank references in terms of its performance parameters, card base and issuance on average daily, monthly, peak day basis, number of PINs issued and re-



issued, and CPU load factor on the Card Management System Servers etc

17 Proposed Solution Training and Manual

17.1 Operational training of the proposed solution to Bank officials to Bank’s nominated technology officials during installation and implementation of the solution.

17.2 Comprehensive role based training to Bank’s nominated team on system functionalility, application parameter configurations & application databases, etc.

17.3 Training on fault diagnosis and first line support of proposed solution to enable Bank’s staff to maintain all software related to the Solution

17.4 Onsite Training, Manuals, CDs and Manuals, CDs for upgrade, modification and customization to be provided for proposed solution as and when applicable

17.5 Training and manuals, CDs to be provided for DC, DR setup of the proposed solution.

18 Proposed solution must be scalable for handling up to minimum 40 million cards base on incremental basis by the year 2026

19 Proposed Solution Application Security Functionality

19.1 Role based User Management and maintenance

19.2 User authentication and access management.

19.3 Audit trails of Card issuance, maintenance and user maintenance

20 Warranty

20.1 Warranty of the proposed solution to be provided for a period of 12 months from the date of implementation of DCMS DR system of IDBI Bank Ltd.

20.2 The Successful Bidder shall provide customization with no additional cost to the Bank during warranty period

B – Functional

1 Proposed should support flagging of



domestic & international validity for Cards through online and offline process both post and at the time of issuance through Interfaces such as Internet Banking & Mobile applications.

2 Generation of CAF (Cardholder Authorization File)/ Switch Data files in the format as required by the Bank’s Switch in present and future Switch without any additional cost to the Bank

3 Generation, Calculation & Redemption of Loyalty Points based on parameters such as BIN, Network, Card Products, MCC, Purchase Transactions value, required duration, and geography wise as per the requirements from the Bank.

4 Capability to integrate on online and offline basis with Banks loyalty vendor as when applicable without any additional cost to the Bank

5 Generation, Calculation & Redemption of Cash back amount based on parameters such as BIN, Network, Card Products, MCC, Purchase Transactions value, required duration, geography wise as per the requirements from the Bank

6 Generation & Calculation of Card Fees as per Bank’s requirement

7 Capability of Online and Offline integration with Bank’s ATM Switch, CBS, Net banking & Mobile applications.

8 Web based user interfaces at Branches, Card Centre, Call Center, Customer Access through Net Banking and Mobile applications should be consistent across all modules, applications within the system and across all delivery channels for uniform look and feel to the user/ customer.

C – Migration/ UAT/ Testing

1 End to end migration of existing debit card database, Data conversion, HSM key

https://en.wikipedia.org/wiki/Data_conversion



transfer, migration testing, and business processes seamlessly into the proposed solution.

2 To provide migration plan along and migration process to be finalized in consultation with the Bank.

3 To carry out thorough system integration testing followed by a comprehensive User Acceptance Testing (UAT), format of which will be provided by Successful Bidder and approved by the Bank.

4 To carry UAT which includes functional tests, resilience tests, benchmark comparisons, operational tests, load tests, security tests, etc. Bank staff/ third Party Vendor designated by the Bank will carry out the functional testing

5 The Successful Bidder will prepare test cases for UAT. The Successful Bidder shall provide documentation of the UAT and modifications if any made to the system pursuant to the observations of the UAT team. On satisfactory completion of the aforementioned tests, the User Acceptance Test (UAT) letter will be issued to the Successful Bidder by the competent authority

D – Compliance

1 Compliant with all existing regulatory guidelines of GOI, RBI, Networks requirements and adheres to requirements of IT Act 2000 (including amendments in IT Act 2008) & PA-DSS certified

2 Delivery of mandates as an when required by Networks/ Card Schemes such as NPCI, VISA, MasterCard, Bank regulatory authorities etc with no additional cost to Bank.

3 To comply with all the specifications and conditions set by NPCI, VISA and Master Card during the issuance and maintenance

https://en.wikipedia.org/wiki/Migration_testing



debit cards.

4 To ensure no unwarranted, illegal, and fraudulent misuse of Cards data of the Bank and Bidder to categorically indemnify the Bank against any losses that the Bank may suffer on account of any such fraudulent and illegal act by the Company or its employees



Annexure - 4

Technical Specifications


Sr. No Description Bidder Response (A/C/ N)*

Detailed Explanations about deviation, if not complied

Marks

A – General

1 The Proposed Solution should have end to end automated process for issuance, renewal & maintenance of all types of card activities throughout card life cycle.

2 Web based application access for designated departments in the Bank

3 Integration of the application with Active Directory, LDAP for access authentication

4 Provision of proactive alerts of card expiry of the customers for automatic renewal of cards as per the requirement of the Bank

5 Parameters to issue cards as mentioned below

5.1 BIN Range

5.2 Personalized Card Issuance

5.3 Non-personalized Card and Welcome Kit Issuance / Insta Card Issuance.

5.4 Currency wise card issuance

5.5 Card Schemes(MasterCard/ VISA/ Rupay)

5.6 Contactless Card Issuance

5.7 Proprietary Card Issuance

5.8 Smart Card Issuance

5.9 Card Issuance to RRB’s/ Co-operative Banks

5.10 Cobranded Cards

6 Card Reports- Capability to generate Reports as per below Parameters

6.1 BIN/ IIN wise

6.2 Card type wise

6.3 Account type wise

6.4 Card Scheme wise

6.5 Branch wise

6.6 Circle wise

6.7 Product wise

6.8 Blocking wise



6.9 Expiry wise

6.10 Dispatch wise

6.11 Date wise

6.12 Any other requirement from Bank or any Regulatory Authority

7 Capability for encoding Aadhaar Number in Card Embossing File

8 Capability of 4th line embossing

9 Embossing File generation configurable/ parameterizable at application level

10 Extraction of Data from Core Banking System as an input source for Card Production & Card related maintenance activities through

10.1 Automated process

10.2 Scheduler process

10.3 Event based activities process

11 Application to perform QC on files extracted from core banking system & reports for rejected records to be made available on user dashboards

12 Synchronization of Data in DCMS with Core Banking System/ Switch/ Any other System on the following parameters

12.1 Online basis

12.2 Offline basis

12.3 Event based activities

12.4 Scheduler basis

12.5 Batch job basis

13 Capability to generate CAF (Cardholder Authorization File)/ Switch Data files in the format as required by the Bank for uploading the card data file in Bank EFT switch

14 Capability to integrate issuance of cards as per below technologies

14.1 EMV Chip Cards

14.2 Contactless cards

14.3 Biometric cards

14.4 Secure display

14.5 NFC Cards

15 Solution should support issuance of MasterCard, RuPay and Visa cards

16 Capability of generating PINs through Green PIN solution

17 Compliance as per PADSS guidelines and standards



18 Generation of Card Embossing File in an encrypted format

19 Capability of Maker and Checker Authorization for the Master maintenance & issuance of cards data

20 Capability to approve, reject or hold records as per the defined parameters, intimation & view access to the branches

21 The Proposed solution should support real time replication of data from production site to DR site and permit to shift to the DR site with Active – Passive mode for Primary and DR setup

22 Generation of MIS, Dashboards and Reports

22.1 Capability to configure MIS, Dashboards and Reports at the Bank’s end

22.2 Availability of Statutory/ Regulatory Reports

22.3 Display of Dashboards as per the user’s profile

22.4 Automatic Generation of MIS, Dashboards and Reports

22.5 Event Driven Generation of MIS, Dashboards and Reports

22.6 User Driven Generation of MIS, Dashboards and Reports

23 End to End Card & PIN Tracker System

23.1 Automatic upload of Card & PIN Data

23.2 Updation of delivery status of Card/ PIN data through upload files from courier vendors

23.3 Inquiry of dispatch details of Cards/ PINs

23.4 Maintenance of Cards & PINs dispatch records independent from Card Management System

23.5 Facility to update acknowledgement of Cards & PINs dispatched

24 Scalability for handling upto 40 million cards by the year 2026

25 Security functionality

25.1 Role based user access management

25.2 Audit trails, reports of card and user maintenance activities



25.3 User authentication based on Single Sign on, Active Directory & LDAP.

26 Flagging of domestic and international validity for cards

26.1 Capability to flag/change the validity of cards through the proposed solution

26.2 Capability to flag/ change the validity of cards through online and offline process

26.3 Capability to flag/ change the validity of cards post and at the time of card issuance

27 Loyalty Points Calculation & Redemption

27.1 Loyalty Points Calculation

27.1.1 BIN wise

27.1.2 Card Product wise

27.1.3 MCC wise

27.1.4 Purchase Transaction value

27.1.5 Duration wise

27.1.6 Network wise

27.1.7 Geography wise

27.2 Capability for parameter based configuration of at the Bank’s end

27.3 Capability to integrate online and offline with the Bank’s Loyalty Vendor

27.4 Capability to redeem Loyalty points through an upload file as per CBS Format

27.5 Capability to redeem Loyalty points through interfaces such as Internet Banking & Mobile applications

28 Cash back amount Calculation & Redemption

28.1 Cash back Calculation

28.1.1 BIN wise


28.1.3 MCC wise

28.1.4 Purchase Transaction value

28.1.5 Duration wise

28.1.6 Network wise

28.1.7 Geography wise

28.2 Capability for parameter based configuration of at the Bank’s end

28.3 Capability to redeem Cash back amount through an upload file as per CBS Format

29 Card Fees



29.1 Card Fee calculation

29.1.1 BIN wise

29.1.2 Scheme code wise


29.1.4 Card Type wise

29.1.5 Account Type

29.1.6 Activity Type

29.1.7 Event based

29.1.8 Scheme code downgradation and upgardation

29.2 Capability to generate Card Fees based on account activation date for Welcome kits

29.3 Capability for parameter configuration for Card Fees generation & calculation

29.4 Capability to generate an upload file for Card Fees as per CBS Format

30 Proposed Solution capability for Online and Offline integration with

30.1 Bank’s ATM Switch

30.2 Core Banking System

30.3 Net Banking

30.4 Mobile Applications

31 Web based User Interface for-

31.1 Branches

31.2 Card Centre/Processing Centres

31.3 Call Centre

31.4 Customer access through Net Banking

31.5 Customer access through Mobile applications

32 Migration of Card Management System

32.1 End to end migration of existing card base

32.2 Card Data Conversion

32.3 HSM Key Transfer

32.4 Migration Testing

33 Compatibility with the latest version of Microsoft Internet Explorer

34 Compatible with latest OS, DB, and Web servers

B – Operations



1 The proposed solution should have capabilities of photo card issuance, storage, photos retrieval as an when required and maintenance of photos in the system

2 The proposed solution should provide bulk upload facilities for activities such as –

2.1 card issuance

2.2 card activation

2.3 card cancelation

2.4 card closure

2.5 card hot listing

2.6 card replacement

2.7 account linking, delinking and closure

2.8 Address Change & Account related changes

2.9 Re-pin

2.10 Card Limit Enhancement & Reduction

2.11 Enabling and Disabling International Usage of Cards

2.12 Account Swapping

2.13 Normalization of PIN Retry Limit exceeded on cards

2.14 Cards and PINs Dispatch details for dispatch tracking module.

3 Capability to maintain Card Plastic Stock Inventory levels as required by the Bank & alerts should be provided to the designated Bank officials through emails & dashboard

4 Capabilities to sync Card details in DCMS with Switch, CBS and other supporting systems

5 Should be able to handle issuance of minimum of 1.75 lacs Cards & 1.75 lacs PINs per month

6 Card issuance capability such as

6.1 New card issuance

6.2 Card Replacement & Repin

6.3 Card Reissuance/Renewal

6.4 Add-On card issuance

6.5 Supplementary card issuance

6.6 Multiple card issuance under similar and different Card Scheme, product & networks

7 Capability of parallel processing



8 Capability to support auto file movement and processing for all activities available in solution through scheduler, trigger, without any manual intervention, with option to select mode of processing (i.e. auto or manual)

9 Capability for the generation of Card Embossing file-

9.1 Bank and Institution Wise

9.2 Branch Wise,

9.3 Network Wise

9.4 Product Wise

9.5 Vendor Wise

9.6 Processing Center Wise

9.7 LHO, RHO, ZHO Wise

10 Capability to generate Card Embossing should be configurable and parameterizable at the Bank’s end so that Bank users can add or remove above mentioned parameters.

11 Provision to generate Card Embossing files for proprietary cards like Admin and Channel Manager Access cards (CMAC), etc. with option for bulk upload.

C – Integration

1 Ability to block and hotlist cards in Banks ATM switch and Cards System on real time basis

2 Should provide web based access for Card blocking & PIN retry limit reset facility at branches, HO, RO, Call Center & through Net Banking, Mobile Applications & SMS Gateway of the Bank for the customer.

3 Capability to alert the designated Bank officials through emails & dashboard about the Card BIN Range exhaustions as per Branch, Product, Sub-product or any other parameters as per the requirement of the Bank



4 Capability to integrate with Bank’s ATM Switch ,CBS , Net Banking, Debit Card Reconciliation System, Mobile applications & CVM

5 Capability to integrate the solution with the SMS & Mail servers of the Bank and trigger event based alerts to customers

6 Ability to process Online card request, card maintenance request through Mobile based applications , Internet Banking System and Other channels

7 Should support ISO 8583 and XML message formats for integration with other systems

8 Capability of being interfaced with any existing or future system of the Bank

9 Capability to handle minimum 2000 concurrent online users for various activities like inquiry, requests, report generation and complaints etc

10 Capability to support and integrate with Host Security Modules of different makes/ Models Including SafeNet, Thales etc.

(*) = The bidder should mention in the Column under ‘Bidder’s Response’ whether modules for all the required features/ specifications as mentioned above are:

A – Readily Available C – Customizable, free of cost, in the current version itself, before acceptance of the Software by the Bank N – Not available/ cannot be made available



Annexure- 5

Software Specifications


Sr. No.

Description Bidder’s Response

Comments

1 The proposed software is readily available for in house processing of Debit Card Management System.

2 Software is in use at two scheduled commercial Bank (attach additional sheets if the number of Banks is more than one)

Name of the Bank

Scope of the project

Date of installation

Whether under warranty/ ATS

3 Software & Database details

Software front-end/ programming language

Name & version of DCMS

Details of other system software required other than OS

4 Hardware & OS details

Broad server requirement details. Sizing has to be given for 5 years.

OS

Backup Details

5 Software features

Security features for preventing unauthorized access

Various level of access/ authorization/ approval with password

Audit-trail & logs Faster data storage/ retrieval

On-line help Query module



Disaster handling & recovery

Data export/ import, download/ upload facility

Parameterization

Maker/ Checker concept

6 If desired by the bank, whether the bidder agree to supply/ provide all required system software and other related utility software to run the proposed software (other than hardware, OS, DB, Web server)

7 Agree to provide to the Bank the configuration details of hardware, OS, DB, Web server required

8 The Solution offered should be compatible with all guidelines issued by the regulatory/ government bodies from time to time. In case of disruption of services at the Primary Site, the Bidder should be capable of providing continuous support at an alternate location/ Disaster Recovery Site of the Bank without the disruption of services.

9 Project deliverables

Software executable code

Application Database structure

User and Technical Manuals

System documentation

9 Functional Training

User training

System Administration training



Annexure - 6

Commercial Bid

(To be included in Commercial Bid)

Bidder must take care in filling price information in the commercial offer/ commercial bid, to ensure that there are no typographical or arithmetic errors.

The Prices must be indicated in Indian Rupees only. The prices quoted will be exclusive of applicable taxes viz. sales tax, VAT, Octroi, Entry Tax, Local Body Tax, Service tax/any such tax payable to Government Authorities, etc.

Name of Bidder :

As per specifications provided in RFP

Sr. No Item Description/Component Offer Price (INR)

1 Cost of Application Software ( A )

2 Consolidated Annual Technical Support (ATS) of proposed solution for 5 years ( B )

3 Cost of Customization ( C )

Sr. No Per Man Day Rate

120 Man Days Cost (INR)*

A INR. INR.

* Cost of Customization Calculation for 120 Man Days for Total Cost ( C ) = Per Man day rate X 120 days

Total Cost ( A+B+C )

Total amount exclusive of all taxes. (In figures)

Total amount exclusive of all taxes. (In Words)

Terms & Conditions-

1. The bidder has to submit the price bid in the above format only. Any other format would be summarily rejected at the time of opening the bid.

2. The prices quoted will be exclusive of applicable taxes viz. sales tax, VAT, Octroi, Entry Tax, Local Body Tax, Service tax/any such tax payable to Government Authorities, etc.

3. In case there is any difference in rate quoted given in words and figures, the rate written in words shall be considered final & binding.

4. Cost of Application Software (A) should not be less than 70% of the Total Cost. 5. Consolidated Annual Technical Support (B) quoted in the Commercial Bid will be

payable on a yearly basis equally over a period of 5 years.



6. 120 Man Days Cost is only considered for the purpose of calculation of Total Cost in the Commercial Bid. However, actual cost of customization is to be calculated as Per Man Day Rate quoted in the Commercial Bid.

7. Per Man Day Rate quoted in the Commercial Bid is applicable for the period of 5 years after the completion of Warranty Period. Thereafter, Per Man Day Rate of customization would be applicable on mutually agreed terms between the Successful Bidder and the Bank.

8. Bank at its discretion may further negotiate with successful bidder on Consolidated ATS & Per Man Day Rate quoted in the Commercial Bid.

9. The Successful Bidder shall provide warranty of the proposed solution for a period of 12 months from the date of setup and implementation of the DCMS at DR site of IDBI Bank Ltd.

10. Annual Technical Support and Per Man Day Rate quoted in the Commercial Bid for arriving at the Cost of customization would be applicable only after the completion of the Warranty Period.

11. No extra cost shall be payable by the Bank to the Successful Bidder for integration of DCMS with all the Bank’s relevant applications and systems.

12. Prices payable to the Bidder as stated in the Contract shall be firm and not subject to any adjustment during performance of the Contract, irrespective of reasons whatsoever, including exchange rate fluctuations, changes in taxes, duties, levies, charges, etc.

13. The Successful Bidder shall provide customization with no additional cost to the Bank during warranty period.

14. The successful bidder should depute one onsite resource from the date of Go Live confirmation of the system by IDBI Bank Ltd with no additional cost to Bank for the period of 6 months on production site at the discretion of the Bank.

15. At the discretion of the Bank, the Successful Bidder should provide onsite support for DC/ DR activity as per Banks requirement with no additional cost to the Bank.

Authorized Signatory

Name:

Company Name and Stamp



Annexure – 7

Eligibility Criteria & Details of Bidder

Sr. No.

Eligibility Criteria Documents required Complied Y/ N

1 The Bidder submitting the offer should be a registered company in India

Certified copy of Certificate of Incorporation, Certificate of Commencement of Business (in case of Public Limited Company), PAN Card and other Relevant Documents

2 Bidder should be in the business of providing Debit Card Management System License for a minimum period of three years as on the bid submission date.

To be supported with certificate/ reference letters from the respective banks.

3 Bidder should have Debit Card Management System software or OEM license and is providing solutions in at least in two scheduled commercial Bank in India (including one PSU Bank in India) for atleast one year.


4 The bidder should have the Debit Card Management System software or license and provide the solutions & services to a bank which has a card production volume of 1.75 lacs cards per month for the previous financial year


5 The Bidder should not have been put in the negative list or be blacklisted by any Government Department/ PSU/ PSE or Bank for breach of any law or violation of regulatory prescriptions or breach

Self Certification on the Letter Head of the Bidder.



of agreement

6 Shall have a minimum average annual Net Sales Turnover of Rs. 50 crores (Rupees Crores) during last three financial years viz. 2012-13, 2013-14 and 2014-15.

Copy of audited Balance Sheet and P&L statement for the financial years 2012-13, 2013-14 and 2014-15.

7 Shall have made positive net worth and in profit for the last 2 financial years viz. 2013-14 and 2014-15.

Copy of audited Balance Sheet and P&L statement for the financial years 2013-14 and 2014-15. Auditor Certificate to be provided for Net Worth.

8 The applicant bidder should have all necessary licenses, permissions, consents, no objections, approvals as required under the law for carrying out its business.


9 Bidder should comply with all applicable Union, State and local laws, ordinance, regulations in performing its obligations including the procurement of licenses, permissions, certificates, etc. payment of taxes, if required.


10 The Bidder should have trained/ experienced personnel and manpower for the Debit Card Management System solutions as per the scope of this RFP.




Annexure – 8

Details of the Bidder


Details filled in this form must be accompanied by sufficient documentary evidence, in order to verify the correctness of the information.

Sr. No

Item Details

1. General Details

1.1 Name of Company (Bidder)

1.2 Postal Address

1.3 Telephone and Fax numbers

1.4 Constitution of the Company

1.5 Details of ownership

1.6 Nature of activity

1.7 Name and designation of the person authorized to make commitments to IDBI Bank Ltd

1.8 Email Address of Authorize Representative.

1.9 Year of commencement of Business & number of years in business

1.10 Sales Tax Number

1.11 Income Tax Number (PAN)

1.12 Brief Description of facilities for undertaking the services.

2 Financial Details

2.1 Annual Turnover ( 2012-13)

2.2 Annual Turnover (2013-14)

2.3 Annual Turnover (2014-15)



2.4 Net Worth (2013-14)

Net Profit (2013-14)

2.5 Net Worth (2014-15)

Net Profit (2014-15)

Copy of audited Balance Sheet and P&L statement for the financial years 2012-13, 2013-14 and 2014-15 are to be submitted. Auditor Certificate to be provided for Net Worth.

Place


Name:




Annexure - 9

Bank Details (To be included in Technical Bid)

1. Name of the Bank

2. Address of the Bank

3. Contact Person

4. Telephone No.

5. Fax No E-mail

6. IFSC Code

7. Account Number

8. Remarks, if any

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



Annexure – 10

Experience in providing Debit Card Management System Solution


Experience in providing software having the functionalities as per scope defined in Annexure-3 & 4 and undertaking Debit Card Management System solutions.

Sr. No Bank’s Name

Scope of Work/

Magnitude of Work

Period From – To/

Installation Date

Contact person - Name/

Address - Tel. No./ Fax No

Additional Information

1

2

3

4

5

The bidder to provide documentary evidence (certificates from customers/ clients) in support of the experience/ scope of services delivered (Debit Card Management System) and magnitude of work undertaken.

The Bidder should also provide a write-up on the work experience, expertise in supply, Installation, Implementation and Maintenance of Debit Card Management System Software on the bidder’s letterhead.

Place


Name:




Annexure – 11

Details of Support Centers


No City Postal Address

Contact numbers

No. of Technical Support Team

Next Level Escalation

1

2

3

4

5

6

7

8

Place


Name:




Annexure 12

Format for Raising Pre-Bid Clarifications

Bidder Name: Contact Person: Contact Number/ Email ID:

Sr No

RFP Page No

RFP Clause No

Original RFP Clause

Subject Clarification Sought/ Suggestion of Bidder

1.

2.

3.

4.



Annexure – 13

Format of Power of Attorney for signing of bid

POWER OF ATTORNEY

(On Stamp Paper of relevant value)

(To be included in Technical Bid Envelope)

Know all men by these presents, we ______________ (name of the bidder and its address of the registered office) do hereby appoint and authorize Mr. ______________ (full name and residential address) who is presently employed with us and holding the position of as our attorney, to do in our name and on our behalf, all such acts, deeds and things necessary in connection with or incidental to our proposal for Debit Card Management System Solution for Cards Issuance in response to the RFP (Request for Proposal) Reference No………………….floated by IDBI Bank Ltd (hereinafter referred to as IDBI Bank), including signing and submission of all documents and providing information/ responses to IDBI Bank Ltd. in all matters in connection with our Bid.

We hereby agree, declare and undertake that all the acts, deeds and things lawfully done by our said attorney shall be construed as acts, deeds and things done, performed and executed by us and we hereby agree to ratify and confirm all acts, deeds and things lawfully done by our said attorney pursuant to this irrevocable Power of Attorney and that all acts, deeds and things done by our aforesaid attorney shall always be deemed to have been done by us.

Dated this _____ day of ____________________ 2014

For

(Signature)

(Name, Designation and Address)

Accepted



(Signature)

(Name, Title and Address of the Attorney)

Date:

Witnesses: 1) (Name, Signature & Address) 2)

(Name, Signature & Address)

Note:

1. The mode of execution of the Power of Attorney should be in accordance with the procedure, if any, laid down by the applicable law and the charter documents of the executants and when it is so required the same should be under common seal affixed in accordance with the required procedure.

2. Also, wherever required, the bidder should submit for verification the extract of the charter documents and documents such as a resolution/ power of attorney in favor of the Person executing this Power of Attorney for the delegation of power hereunder on behalf of the Bidder.

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



Annexure – 14

Undertaking

(To be included in Technical Bid Envelope)

We, [] (name and designation) on behalf of [] having its registered 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 with all 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.

h. We certify that we have carefully examined the Scope of Work stipulated in Section 3 and Annexure 3 & 4 of the captioned RFP floated by you

i. We commit to provide services as per the Scope of Work. j. We hereby undertake to deliver services in its entirety as per the Scope

stipulated and adhere to the time frame mentioned therein inter-alia under following descriptions:- a) Debit Card Management System

b) Application Customization and Upgrades

c) Mandates

d) Technical support

e) Onsite support

f) MIS Report and Dash board generation



It is further certified that we have not modified or deleted any text/ matter in this RFP.

Dated this _____ day of ____________________ 20..

Signature

(Company Seal)

__________________

In the capacity of

Duly authorized to sign bids for and on behalf of:



Annexure – 15

AGREEMENT/ CONTRACT

THIS AGREEMENT made at………………… the ………day of……………………. 20..between,

IDBI Bank Limited , a company registered under the Companies Act, 1956 (1 of 1956) 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 of the Successful Bidder (hereinafter called “the Successful Bidder” which expression shall unless it be repugnant to the subject, context or meaning thereof shall be deemed to mean and include its successors and permitted assigns) of the OTHER PART;

The Bank and Successful Bidder are hereinafter collectively referred to as "Parties" and individually as Party-

WHEREAS, the Bank called for the bids for engagement of Bidder for Debit Card Management System for IDBI Bank and provide services as mentioned in the Bid/ RFP Document bearing Reference No....................... (RFP). (Comprehensive description of Service(s)) [herein after referred to as “the Contract” or “the Service(s)”+ and has accepted a bid by the Successful Bidder for rendering of the Service(s) for sum price of ……..........(Contract Price in Words and Figures) (hereinafter called “the Contract Price”).

NOW THIS AGREEEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. In this Agreement words and expressions shall have the same meanings as are respectively assigned to them in the aforesaid RFP Document bearing Reference No.................

2. The RFP Document bearing Reference No._________________________ or Corrigendum/ s (if any) including the following and the Annexures thereto, shall be deemed to form and be read and construed as part of these presents.

i. Request for Proposal

ii. Eligibility Criteria for the Bidder



iii. Functional Scope of Work

iv. Technical Scope of Work

v. Instructions to the Bidder

vi. Terms and Conditions

vii. Commercial's accepted by Bank.

viii. Service level agreement

3. In consideration of the payments to be made by the Bank to the Successful Bidder as hereinafter mentioned, the Successful Bidder hereby agrees and covenants with the Bank to provide/ render the Service(s) and to remedy defects, if any therein, strictly in conformity in all respects with the provisions of the Contract/ RFP.

4. The Successful Bidder hereby represents that :

i. it is duly organized and validly existing organization under Indian Laws.

ii. it has power and authority to execute and deliver this Agreement and has taken all necessary steps to authorize execution, delivery and performance of this Agreement.

iii. It has all permissions, consents, approvals and license from all authorities, both regulatory/ statutory and non-regulatory, for executing the Service(s);

iv. it is authorized and legally eligible and otherwise entitled and has power and authority to do all things necessary and appropriate and to consummate the Service(s) contemplated under this Agreement.

v. neither the execution and delivery of this Agreement to the Bank nor the Successful Bidders compliance with or performance of terms and provisions of this Agreement shall contravene any provisions of law or any order, writ, injunction or decree of any Court or Government authority nor shall it violate any provisions of memorandum and articles of association affixation/ bye laws/ partnership deed or any agreement or arrangement to which the supplier is party.

vi. the Service(s) offered to the 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 the Bank;



vii. it shall supply to the Bank all the items of equipment(s), tools and machinery free from manufacturing defects. Defective items, if any, shall be removed and replaced as contemplated in the aforesaid bid document, free of charge.

viii. It shall appoint adequate manpower resources for undertaking the activity of Debit Card Management System Solution within the TAT criteria specified by the Bank under the RFP.

ix. if the successful bidder having been notified fails to remedy the defect(s) within the period specified, Bank may proceed to take such remedial action as may be necessary, at the suppliers risk and expense and without prejudice to any other rights which Bank may have against the solution provider under and in accordance with the contract.

5. The Successful Bidder shall enter into service level agreement which will include all terms & conditions, provisions, covenants, scope of work, penalties, and payment terms but not limited to above within one month along with this agreement as addendum or otherwise as decided by the Bank.

6. In case we offer system and/ or software with OEM license, such software operates effectively on the system offered by us and we are willing to accept responsibility for its successful operations.

7. The Bank hereby agrees and covenants to pay the Successful Bidder in consideration of the rendering of the Service(s) and the remedying of defects, if any therein, the Contract price or such other sum as become payable under the provisions of the Contract at the times and in the manner prescribed by the Contract.

IN WITNESS WHEREOF the parties hereto have caused these presents to be executed on the day, month and year first above written.

Signed and Delivered by



the within named

Signature:

Name:

Date: -..........................

IN THE PRESENCE OF

1. Signature

Name: .......................

Address: .......................

..................................

2. Signature

Name: .......................

Address: .......................

..................................

Signed and Delivered by..................................

the within named

M/ s. .................................. .................................. Date: .......................

IN THE PRESENCE OF

1. Signature

Name: .......................

Address: .......................

..................................

2. Signature

Name: .......................

Address: .......................

..................................



Annexure – 16

Deed of Indemnity

This Deed of Indemnity executed at Mumbai on the ______ day of _______ by ________________________________________ (hereinafter referred to as “the Obligor” which expression shall unless it be repugnant to the context, subject or meaning thereof, shall be deemed to mean and include successors and permitted assigns);

IN FAVOUR OF

IDBI Bank Limited, a company registered and incorporated under the Companies Act, 1956 (1 of 1956) and a company within the meaning of Section 2 (20) of the Companies Act, 2013and 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 [] Debit Card Management System for IDBI Bank. (please specify the purpose of RFP).

WHEREAS

(1) The Obligor has

(a) offered to IDBI Bank Debit Card Management System of IDBI Bank (hereinafter referred to as “the Services”),. as per the specifications provided under 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;

(d) represented and warranted that they are authorised and legally eligible and otherwise entitled and competent to enter into such contract(s) with IDBI Bank;



(2) IDBI Bank, relying and based on the aforesaid representations and warranties of the Obligor, has agreed to avail the Service(s) of the Obligor on the terms and conditions contained in its Contract dated ____________________ (the Contract) with the Obligor;

(3) One of the conditions of the aforesaid Contract is that the Obligor is required to furnish an indemnity in favour of IDBI Bank indemnifying the latter against any loss, damages or claims arising out of any violations of the applicable laws, regulations, guidelines during the execution and rendering of it’s Service(s) to IDBI Bank over the contract period as also for breach committed by the Obligor on account of misconduct, omission or negligence or otherwise by the Obligor.

(4) In pursuance thererof, 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: -

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 said Contract and any loss or damage caused from and against all suits and other actions that may be instituted taken or preferred against IDBI Bank by whomsoever and all losses, damages, costs, charges and expenses that IDBI Bank may incur by reason of any claim made by any claimant for any reason whatsoever or by anybody claiming under them or otherwise for any losses, damages or claims arising out of all kinds of accidents, destruction, deliberate or otherwise, direct or indirect, from those arising out of 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 Agreement.

(2) the Obligor shall, ensure that all the permissions, authorisations, consents and licenses are obtained and renewed from the local and/ or municipal and/ or governmental authorities, as may be required under the applicable laws, rules, regulations, guidelines, orders framed or issued by any appropriate authorities.

(3) The Obligor hereby indemnifies and keeps indemnified IDBI Bank including its respective directors, officers, employees, agents and representatives against any levies/ penalties/ claims/ demands litigations, suits, actions, judgments, and or otherwise on account of any default and or breach and or otherwise in this regard.



(4) If any additional approval, consent or permission is required by the Obligor to execute and perform the Contract during the currency of the Contract, they shall procure the same and/ or comply with the conditions stipulated by the concerned authorities without any delay.

(5) The obligations of the Obligor herein are irrevocable, absolute and unconditional, in each case irrespective of the value, genuineness, validity, regularity or enforceability of the aforesaid Contract or other agreement, or the insolvency, bankruptcy, reorganization, dissolution, liquidation or change in ownership of IDBI Bank or Obligor or any other circumstance whatsoever which might otherwise constitute a discharge or defence of an indemnifier.

(6) The obligations of the Obligor under this deed shall not be affected by any act, omission, matter or thing which, would reduce, release or prejudice the Obligor from any of the indemnified obligations under this indemnity or prejudice or diminish the indemnified obligations in whole or in part, including in law, equity or contract (whether or not known to it, or to IDBI Bank).

(7) This indemnity shall survive the aforesaid Contract.

(8) Any notice, request or other communication to be given or made under this indemnity shall be in writing addressed to either party at the address stated in the aforesaid Contract and or as stated above.

(9) This indemnity and other non-contractual obligations arising out of this indemnity, shall be governed by, and construed in accordance with, the laws of India. The Obligor irrevocably and unconditionally agrees that any legal action, suit or proceedings arising out of or relating to this indemnity may be brought in the Courts/ Tribunals at Mumbai. Final judgment against the Obligor in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, by suit on the judgment, a certified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. By the execution of this indemnity, the Obligor irrevocably submits to the exclusive jurisdiction of such Court/ Tribunal in any such action, suit or proceeding.

(10) IDBI Bank may assign or transfer all or any part of its interest herein to any other person. Obligor shall not assign or transfer any of its rights or obligations under this indemnity, except with the prior written consent of IDBI Bank.

IN WITNESS WHEREOF the Obligor has signed these presents on the day, month and year first above written.



Signed and Delivered on behalf of)

___________________)

by the hand of ___________________,)

_________, the authorised official of the Obligor)



Annexure – 17

Non-Disclosure Agreement This Non-Disclosure Agreement ("Agreement") 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 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 of the (successful Bidder) (hereinafter called “the successful Bidder” which expression shall unless it be repugnant to the subject, context or meaning thereof shall be deemed to mean and include its successors) 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 Bankvide its RFP No. *●+ dated *●+ (RFP) hadinvited for the bids from eligible bidders for Debit Card Management System of IDBI Bank. The Successful Bidder after going through the RFP and being interested to perform/ deliver the

Services 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 Services 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 Bid Documents/ the Contract and thereafter regarding the Services as furnished by the Bidder in their Request For Proposal or otherwise and all the Confidential Information under the Bid Documents/ the Contract is privileged and strictly confidential and/ or proprietary to IDBI Bank, NOW THEREFORE, in consideration of the foregoing, the Bidder agrees to all of the following conditions, for IDBI Bank, to grant the Successful Bidder specific access to IDBI Bank’s property/ information and other data. In connection with this Agreement,

“Confidential Information” includes all intellectual property information; technical or business information or material not covered; proprietary or internal information related to the current, future and proposed products or services of the Parties including, financial information, process/ flow charts, business models, technical specification, data information related to products and services, procurement requirements, purchasing, customers, investors, employees, business and contractual relationships, business forecasts, business plans and strategies, information the Parties provide regarding third parties; information disclosed pursuant to this Contract; documents, accounts, business plans, information or documents whatsoever, concerning business, policies, strategy, property, contracts, trade secrets, transactions, or interested parties of IDBI Bank or its Subsidiaries or Affiliates and/ or any other information of either Party whether disclosed to the other Party in oral, graphic, written, electronic or machine readable form, and whether or not the information is expressly stated to be confidential or marked as such, all Trade Secrets and other proprietary information including but not limited to customer list, financial information, and pricing information, except that the following shall not be considered Confidential Information:-

i. that which is in the public domain;

ii. that which was previously received from a third party not subject to the obligation of confidentiality with respect to such information;

iii. that is developed independently without any aid from the disclosing Party;

iv. that which is required to be disclosed pursuant to any request/ demand by statutory or regulatory or governmental agencies or any applicable law, judgment or otherwise, provided that unless prohibited by law the disclosing Party shall give adequate notice of such disclosure to the other Party.

v. that is released from confidentiality with the written consent of the other Party.

"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. It is hereby agreed as under:

The words and expressions not specifically defined shall have the same meanings as are respectively assigned to them in the RFP/ the Contract.

a. The parties agree that they shall hold in trust any Confidential Information received by

either party, under this Contract, and the strictest of confidence shall be maintained in respect of such Confidential Information. The parties also agree and undertake to:

maintain and use the Confidential Information only for the purposes of this 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;

Not, without the prior written consent of the disclosing Party which consent, the disclosing Party shall not be under any obligation to provide, disclose the Confidential Information to any third party, save and except to, restrict access and disclosure of confidential information to such of their employees, agents, vendors, and Successful 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 for a period of three (3) years from the date of receipt. In the event of earlier termination of this Contract, the Parties hereby agree to maintain the confidentiality of the Confidential Information for a further period of two (2) years from the date of such termination;

Not at any time either during the continuance of this Agreement or upon termination of this Agreement, publish or divulge either directly or indirectly to any person, firm or company any Confidential Information, save and except to its Affiliates;

To keep the Confidential Information as strictly confidential;

This Agreement shall commence on the date of execution of this Agreement and treat Confidential Information as confidential for the period of contract from the date of last such disclosure of the Confidential Information. In the event of earlier termination of this Agreement, the Parties hereby agree to maintain the confidentiality of the Confidential Information for a further period of 10 years from the date of such termination. Further, any term or provision of this Agreement that by its nature is intended to survive termination or expiration hereof will so survive and apply.



b. Confidential Information in oral form must be identified as confidential at the time of disclosure and confirmed as such in writing within 30 days of such disclosure. Confidential Information does not include information which:

i. the recipient knew or had in its possession, prior to disclosure, without limitation on its confidentiality;

ii. is independently developed by the recipient without breach of this Contract; iii. is the public domain; iv. is received from a third party not subject to the obligation of confidentiality with

respect to such information; v. is released from confidentiality with the prior written consent of the other party.

Provided that if receiving Party is required to disclose any Confidential Information by order of any court or regulatory authority, receiving Party will immediately upon receipt of such order intimate the disclosing Party of such order to enable the disclosing Party to challenge such order or to allow the disclosing Party a reasonable opportunity to seek an appropriate protective order or other means to protect the confidentiality of such Confidential Information; provided further that the disclosure in such case shall be only to the extent required by law and subject to consultations with the disclosing Party with view to agreeing to the timing and content of such disclosure.

The recipient shall have the burden of proving hereinabove are applicable to the information in the possession of the recipient. c. Notwithstanding the foregoing, the parties acknowledge that the nature of the Services to

be performed under this Contract may require the Successful Bidder’s personnel to be present on premises of IDBI Bank or may require the Successful Bidder’s personnel to have access to computer networks 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 Bidder’s 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 this Contract, confidential information shall be returned to the disclosing party or destroyed, if incapable of return. The destruction shall be witnessed and so recorded, in writing, by an authorized representative of each of the parties. Nothing contained herein shall in any manner impair or affect rights of 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 agreement 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. This Agreement shall be governed, interpreted and enforced in accordance with the laws of India.

h. The provisions hereunder shall survive termination of the Contract.

i. Any dispute arising out of or in relation to this Agreement shall be referred to arbitration by a sole arbitrator appointed by both the parties. If the parties are not able to arrive upon a decision on the sole arbitrator within 15 days period, each of the parties shall select one arbitrator and these two arbitrators shall select the presiding arbitrator. The arbitration shall be governed by the Arbitration and Conciliation Act 1996. Each Party shall pay and bear its own cost of arbitration. The Arbitration shall be held in the city of Mumbai.

j. This document contains the entire agreement between the Parties with respect to the subject matter hereof. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both Parties hereto. If any part of this Agreement 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 Agreement will remain in full force.



k. This Agreement shall bind and inure to the benefit of the Parties hereto and their successors and assigns. Neither Party assign any of its rights or obligations under this Agreement without the prior written consent of the other Party.

Authorized Signatory Name: Designation: Office Seal: Place: Accepted – Date:



Annexure –18

FORMAT FOR UNCONDITIONAL ACCEPTANCE OF

TERMS & CONDITIONS OF THE RFP

(To be submitted on the Company’s Letter Head)

To, *●+ Ref: RFP for *●+ 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 *●+ the procurement of Debit Card Management System for IDBI Bank. Authorized Signatory ( ) Designation

Company Stamps



ANNEXURE – 19

Performance Security

Bank Guarantee No.

Bank Guarantee Amount

Expiry Date

Claim Amount

Account: M/ s.

GUARANTEE FOR PERFORMANCE OF CONTRACT

THIS GUARANTEE AGREEMENT executed at ___________ this ________ day of _____________ Two Thousand __________

BY:

______________________ Bank, a body corporate constituted under _______________, 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 Limited, a company registered under the Companies Act, 1956 (1 of 1956) 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............ (herein after referred to as “RFP”) invited the bids for engagement of bidder to undertake Debit Card Management System of the IDBI Bank. M/ s.……………………… have been appointed as the Successful Bidder (hereinafter referred to as "Successful Bidder ") and accordingly the Successful Bidder and the Bank has entered into contract on ......................., as per the terms and conditions contained therein and in the bid document bearing reference no.................



[herein after referred to as “the Contract"]. The Successful Bidder has strictly agreed to abide with the terms of Contract and the said documents.

AND WHEREAS pursuant to the RFP, the Contract, 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 Bank …………………. , more particularly described in the RFP documents (hereinafter collectively referred to as “the Service(s)”), subject to payment of the Contract price, as stated in the said documents and also subject to the terms, conditions, covenants, provisions and stipulations contained the said documents.

AND WHEREAS the Successful Bidder has duly signed the said documents.

AND WHEREAS in terms of the Contract, the Successful Bidder has agreed to provide the Service(s) and to procure an unconditional and irrevocable performance bank guarantee, in favour of the Bank, from a Bank acceptable to the IDBI Bank for securing the faithful observance and performance by the Successful Bidder of the terms, conditions, covenants, stipulations, provisions of the Contract/ the said documents.

AND WHEREAS at the request of the Successful Bidder , the Guarantor has agreed to guarantee the Bank, payment of amounting to Rs............... (Rupees ................................. only) towards faithful observance and performance by the Successful Bidder of the terms of the Contract and the said documents.

NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS:

In consideration of the above premises, the Guarantor hereby unconditionally, absolutely and irrevocably guarantees to the Bank as follows:

The Guarantor hereby guarantees and undertakes to pay, on demand, to the 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 Bank from the Successful Bidder , towards any loss, costs, damages, etc. suffered by the Bank on account of default or breach of the Successful Bidder in the faithful observance and performance of the terms, conditions, covenants, stipulations, provisions of the Contract and the said documents, without any demur, reservation, contest, recourse or protest or without any reference to the Successful Bidder . Any such demand or claim made by the Bank, on the Guarantor shall be final, conclusive and binding, notwithstanding any difference or any dispute between the Bank and the Successful Bidder or any dispute between the Bank and the Bidder pending before any Court, Tribunal, Arbitrator, or any other authority.

The Guarantor agrees and undertakes not to revoke this Guarantee during the currency of these presents, without the previous written consent of the Bank and further agrees that the Guarantee herein contained shall continue to be enforceable until and unless it is discharged earlier by the Bank, in writing.



The Bank shall be the sole judge to decide whether the Successful Bidder has failed to perform and/ or observe the terms of the Contract of the said document for providing the Services by the Successful Bidder to the Bank, and on account of the said failure what amount has become payable by the Successful bidder to the Bank under this Guarantee. The decision of the Bank in this behalf shall be final, conclusive and binding on the Guarantor and the Guarantor shall not be entitled to demand the Bank to establish its claim under this Guarantee, but shall pay forthwith, the sums demanded, without any objection, whatsoever.

To give effect to this Guarantee, the Bank, may act as though the Guarantor was the principal debtor to the Bank

The liability of the Guarantor, under this Guarantee shall not be affected by:

(a) any change in the constitution or winding up of the Successful Bidder or any absorption, merger or amalgamation of the Successful Bidder with any other company, corporation or concern; or

(b) any change in the management of the Successful Bidder or takeover of the management of the Successful Bidder by the Government or by any other authority; or

(c) acquisition or nationalisation of the Successful Bidder and/ or of any of its undertaking(s) pursuant to any law; or

(d) any change in the constitution of IDBI Bank/ Successful Bidder ; or

(e) any change in the set up of the Guarantor which may be by way of change in the constitution, winding up, voluntary or otherwise, absorption, merger or amalgamation or otherwise; or

(f) the absence or deficiency of powers on the part of the Guarantor to give Guarantees and/ or Indemnities or any irregularity in the exercise of such powers.

(g) any variance in the terms and conditions of the said documents.

IDBI Bank shall be at liberty to make any modification or otherwise vary or alter the said terms & conditions and/ or rules or regulations concerning the said documents and the same will not in any way discharge or otherwise vitiate or affect this Guarantee. Notwithstanding anything contained herein above, the liability of the Guarantor hereunder shall not exceed Rs ................... Lacs.

Any act or omission, time or indulgence granted by IDBI Bank to the Successful Bidder and/ or Guarantor if any will also not discharge this Guarantee or otherwise vitiate or affect or prejudice this Guarantee. The Guarantor shall on demand make the payment without set-off and free and clear of any deductions, charges, fees, or withholding of any nature presently or in the future imposed, levied, collected, withheld or assessed by the Government or any political subdivision or authority and therein and thereof.



The Guarantor confirms that a mere letter from IDBI Bank that there has been a default/ failure on the part of the Successful 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.

This Guarantee will expire on _______________(expiry date). (Contract Period + 6 months)

Any demand or claim under this Guarantee must be received by the Guarantor by ………. (Date) (6 months after the expiry date).

Notwithstanding anything to the contrary, the Guarantor hereby agree and undertake to extend the validity period of this guarantee for a further period as decided by IDBI Bank when such request is received at least 15 days before the expiry of validity period of the Guarantee. This Guarantee shall be binding upon us and successors –in -interest and shall be irrevocable. For all purposes connected with this Guarantee and in respect of all disputes and differences under or in respect of these presents or arising there from the courts of Bombay city/ Mumbai city where the Bank has its Registered Office shall alone have jurisdiction to the exclusion of all other courts.

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 Bombay city/ Mumbai city where the Bank has its Registered Office shall alone have jurisdiction to the exclusion of all other courts.

IN WITNESS WHEREOF the Guarantor has caused these presents to be executed on the day, month and year first herein above written as hereinafter appearing.

SIGNED AND DELIVERED BY

the within named Guarantor,

______________________,

by the hand of Shri.__________,

its authorised official.



ANNEXURE – 20

Certificate regarding Change in Ownership

(To be submitted by the bidder)

Date: Place: IDBI Bank Ltd. Dear Sir, Sub: Proposal for Software Solution to Card Division Referring to the subject proposal submitted by us, we would like to inform you that, as on date, we do not anticipate any change in the ownership of our Company during the contract period. In case of any change in ownership, we shall assure uninterrupted services by the new service provider as per the existing agreement. Thanking you, Yours faithfully, Authorized Signatory Remark: Please give details, in case you anticipate any change in your ownership during next 5 years.



Annexure – 21

CHECKLIST TO BE GIVEN BY THE BIDDER AT THE TIME OF TECHNICAL BID

The following documents have to be given along with the Technical Bid.

Sr No Documents provided by the bidder Yes/ No

1. Demand Draft/ Pay Order for the cost of RFP in the manner specified herein

2. EMD of Rs.10 lakhs, in the manner specified herein

3. Offer Covering letter as per Annexure 1

4. Duly signed Bidder’s status to meet out Functional requirements of Bank as per Annexure 3

5. Duly signed Bidder’s status to meet the Technical Specifications as per Annexure 4

6. Supporting documents/ copies in support of Bidder’s eligibility as per Eligibility Criteria and Details of Bidder as per Annexure 7

6.1 Certified copy of Certificate of Incorporation, Certificate of Commencement of Business, PAN Card and other Relevant Documents to show that the Bidder submitting the offer is a Registered Company in India

6.2 Certificate/ Reference Letter from the respective banks showing that the bidder is in the business of implementing or providing Debit Card Management System for a minimum period of three years as on the bid submission date

6.3 Certificate/ Reference Letter from the respective banks showing that the Bidder having the Debit Card Management System software or OEM license and is implementing Debit Card Management System services in at least in two scheduled commercial Bank in India (including one PSU Bank in India) for atleast one year

6.4 Certificate/ Reference Letter from the respective banks showing that the bidder having Debit Card Management System software or OEM license to a bank which has atleast a Card Issuance Volume of 1.75 lacs Cards & PINs respectively per month.

6.5 Self-declaration stating that the Bidder has not been put in the negative list or be blacklisted by any Government Department , PSU, PSE or Bank for breach of any law or violation of regulatory prescriptions or breach of agreement. The letter should be on a letter head of the Bidder and duly signed by its authorized signatory

6.6 Self-Certification on the Letter Head of the Bidder duly signed by its authorized signatory confirming that the bidder has all necessary licenses, permissions, consents, no



objections, approvals as required under the law for carrying out its business

6.7 Self-Certification on the Letter Head of the Bidder duly signed by its authorized signatory confirming that the bidder complies 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

6.8 Self-Certification on the Letter Head of the Bidder duly signed by its authorized signatory confirming that the Bidder has trained/ experienced personnel and manpower required for doing the Debit Card Management System services as per the scope of this RFP

6.9 Audited Balance Sheet & Profit & Loss A/ c Statement for the Financial. Years 2012-13, 2013-14 and 2014-15

7. Bank details as per Annexure 9

8. Bidder’s Experience in providing the Debit Card Management System as per Annexure 10

9. Details of Support Centers of the Bidder as per Annexure 11

10. Format of Power of Attorney for signing of bid as per Annexure 13

11. Undertaking as per Annexure 13

12. Certificate regarding Change in Ownership as per Annexure 20

13. Format for Unconditional Acceptance of Terms and Conditions of the RFP as per Annexure 18

14. Two copies of RFP including corrigendum(s) with Seal & Signature on each page

15. Copy of all permissions, consents, approvals and license from all authorities, regulatory/ statutory and non-regulatory, for executing the Service(s)

16. Letter permitting and authorizing IDBI Bank and its officials to visit and inspect its premises before/ after opening of the Bids

17. Detailed list of the other hardware/ software required for implementation and maintenance of Debit Card Management System to be enclosed

18. Write up on Performance Guaranteed for the Debit Card Management System

19. Technical write-up on Debit Card Management System explaining system architecture, design and implementation strategy and also various features/ functions of the system/ sub-system covering the functional requirements given in RFP

20. In case the bidder is having OEM license of the Debit Card



Management System Software, the bidder needs to provide letter from OEM confirming that the software implementation, maintenance, necessary customization will be carried out specifically for IDBI Bank for the entire contract period. The copy of the ATS agreement between the bidder and the OEM should also be given to the bank.

21. PA-DSS Certificate Copy

22. Any other document/ information prescribed in the RFP to be submitted as part of the Bid

23. Any other document which Bidder wants to enclose to be considered by the Bank for evaluation of this RFP may be annexed along with the Bid