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Tender- Housekeeping (Office Premises) Services

TENDER DOCUMENT

FOR

HOUSEKEEPING (OFFICE PREMISES)


SERVICES

AT

JAWAHARLAL NEHRU INSTITUTE


OF
BANKING AND FINANCE (JNIBF)
GACHIBOWLI, HYDERABAD – 500032

PART - A
TECHNICAL BID
Tender- Housekeeping (Office Premises) Services
Disclaimer
The information contained in this Tender 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/the Bank), is provided to the bidder(s) on
the terms and conditions set out in this TENDER document and all other terms and
conditions, subject to which such information is provided.

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


invitation to offer by IDBI Bank. This TENDER is to invite proposals from applicants
who are qualified to submit the bids (“Bidders”). The purpose of this TENDER is to
provide the Bidder(s) with information and to assist them in formulation of their
proposals (Bids). This TENDER 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 TENDER 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 TENDER. 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 TENDER.

The information contained in this TENDER 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
TENDER document or to correct any inaccuracies if any therein, which may become
apparent. IDBI Bank reserves the right of discretion to change, modify, add to or alter
any or all of the provisions of this TENDER 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 of IDBI Bank. Any information contained in
this TENDER 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 TENDER 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 TENDER.

IDBI Bank reserves the right to reject any or all the expression of
interest/proposals /Bids received in response to this TENDER 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

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Tender- Housekeeping (Office Premises) Services
process.

INDEX

SL.
Particulars Page No.
No.

1. Notice inviting Tender 4

2. Eligibility criterion 7

3. Scope of work 8

4. General Terms and Conditions 14

5. Forwarding letter 30

6. Application form 31

7. Price Bid 34

8. Agreement 39

9. Deed of Indemnity 56

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Tender- Housekeeping (Office Premises) Services

Jawaharlal Nehru Institute of Banking & Finance


Gachibowli, Hyderabad-500032
Ph: (040) 67875210/12;

1. NOTICE INVITING TENDER

1. IDBI Bank Ltd invites sealed tenders from experienced, competent and reputed
contractors for providing Housekeeping (Office Premises) Services at Jawaharlal
Nehru Institute of Banking and Finance (JNIBF), Gachibowli, Hyderabad –
500032.

2. The tender documents comprises (i) Part A - Technical Bid and (ii) Part B - Price
Bid.

3. Sealed tenders addressed to The General Manager, Jawaharlal Nehru Institute of


Banking and Finance, Gachibowli, Hyderabad – 500032 may be submitted in the
form of two bid system as per the procedure prescribed in the tender document by
dropping in the tender box kept for the purpose in the administrative block of the
JNIBF not later than 3.00 P.M on June 15, 2020.

4. The tenders shall be submitted in the following manner and shall contain details /
documents as listed below :

a. One sealed envelope super scribed “Technical Bid (Part-A) - Tender for
Housekeeping (Office Premises) Services at JNIBF” shall contain the
following:

i. Forwarding letter (as per proforma given in Annexure-I) on the letter


head of the bidder.

ii. Details of the EMD remitted to the account mentioned below

Name of the Bank: IDBI Bank


Account No: 0432102000002820
IFSC code : IBKL0000432
iii. Profile of the bidder (as per proforma given in Annexure-II) duly
filled.

iv. A complete set of tender document (Part A -Technical Bid) as issued,


duly filled and signed by the bidder. Other related documents
mentioned in Technical Bid (Part-A).

b. One sealed envelope super scribed “Price Bid (Part-B) - Tender for

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Tender- Housekeeping (Office Premises) Services
Housekeeping (Office Premises) Services at JNIBF” shall contain the
following:

i. A complete set of the tender document (Part B – Price Bid) as


issued, duly filled and signed by the bidder.

ii. Both the envelopes shall be submitted by the bidder in another third
sealed envelope super scribing “Tender for Housekeeping (Office
Premises) Services at JNIBF”.

iii. The full name and postal address of the bidder shall be written on the
bottom left hand corner of the sealed covers.

iv. Bidder/authorized signatory shall sign on each page of the tender.

v. If the space in the proforma (Annexure-II) is insufficient for furnishing


full details, such information may be supplemented on the separate
sheets of paper, stating therein the part of the proforma and serial
number. Separate sheets shall be used for each part.

5. In the first stage of evaluation process, only Technical Bid (Part-A) of the bids
will be opened on June 15, 2020 at 3.30 p.m. at JNIBF. The Technical Bids will
be evaluated for credentials, experience, capability based on documents submitted
in technical bid, physical inspection of their establishment, physical inspection of
their clients’ site; obtain feedback on their past performance from their clients.
Those bidders satisfying the technical requirements as determined by IDBI and
accepting the terms and conditions of these documents shall be short-listed. The
decision in this regard will be at the sole discretion of IDBI Bank Ltd.,

6. Under the second stage of evaluation process, the Price Bid (Part-B) of only those
bidders, who have been short-listed earlier in the first stage will be opened. The
bidders, who have been short-listed, would be intimated regarding date and time of
the opening of the commercial bid.

7. Before submitting the bid, the intending bidder shall visit the site and familiarize
himself /herself thoroughly with the site conditions, scope of work, terms and
conditions of the tender. Non–familiarity with the site conditions will not be
considered a reason for not carrying out the work in strict conformity with
specifications.

8. Tenders not submitted as per the guidelines stated above, are liable for rejection.
JNIBF’s decision in this regard will be final.

9. Corrections, if any, in the tender should be duly authenticated with full signature.
In case of any difference between the figures and the wordings, the wordings will
be taken as the correct one.

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Tender- Housekeeping (Office Premises) Services
10. Tenders received after the prescribed time and date will not be considered.

11. No deviations / conditions will be stipulated by the contractor in both technical and
commercial bids. Conditional tenders will not be accepted and will be summarily
rejected.

12. Tender would remain open for acceptance for 60 days from the date of opening of
Technical Bid (Part-A) of the tender or till the date of finalization of tender,
whichever is earlier.

13. Falsification/suppression of information shall lead to disqualification of the bidder


/ cancellation of contract even after award of work during the currency of the
contract.

14. Bidder shall ensure submission of complete information / documents at the first
instance itself. JNIBF reserves the right to complete the evaluation based on the
details furnished by the bidders without seeking any subsequent additional
information. Bids not in compliance with tender conditions or with incomplete
information / documents are liable for rejection.

15. JNIBF reserves the right to reject any or all of the tenders received without
assigning any reason thereof.

16. For any clarifications please contact on 040-67875210 / 040-67875212.

*****

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Tender- Housekeeping (Office Premises) Services

2. ELIGIBILITY CRITERIA

1. The bidder (firm/ company) should be in existence at least for 5 years as on


March 31, 2020.

2. Bidder should be either Partnership firm or Limited Company (either private or


public).

3. The bidder should have experience in providing Housekeeping (Office Premises)


services as mentioned in ‘Scope of work’. The bidder should have carried out
Housekeeping (Office Premises) services in large premises of Banks, Govt.
Organizations, and multinational companies.

4. Minimum Annual turnover of the bidder during last 3 financial years ending
March 31, 2020 should be at least Rs.50.00 lakhs.

5. Only AMC/Maintenance contracts will be considered while evaluating bidders.

6. The Bidder should deposit Rs.60,000/- by mean of NEFT as Earnest Money


Deposit(EMD). Tenders without EMD will not be considered.

7. The bidder should have successfully completed similar works in any or all of the
above services during last 7 years ending April 30, 2020 as under:-

a. Three similar completed works each costing not less than Rs.11.00 lakh
or
b. Two similar completed works each costing not less than Rs.13.00 lakh
or
c. One similar completed work costing not less than Rs.21.00 lakh

8. The bidder should furnish completion and experience certificates issued by clients
indicating the nature of work, value of work carried out and period of contract.

9. The bidder should have office in Hyderabad.

10. The bidder should have valid registration with all Statutory Authorities such as
Registrar of firms, Central/State Labour Dept, ESI, PF, GSTN, PAN etc.

11. The bidder should submit documentary evidence in support of fulfilling eligibility
criteria mentioned above.
*****

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Tender- Housekeeping (Office Premises) Services
3. SCOPE OF WORK

A. Housekeeping (office premises)


1. The contactor shall provide housekeeping services at JNIBF, Gachibowli,
Hyderabad premises between 7 am onwards on working days (Monday to
Saturday) However, in case of exigencies the contractor shall provide services
beyond above mentioned hours and holidays.

2. Broad particulars of the area for housekeeping services are as under:

Sl. Type of Area description Area in SFT


No. the area (approx)
1. External Roads 75,000
2. External Front area / office frontage 14,500
3. External Terrace / staircase 40,000
4. External Parking area 28,000
5. External Pathways and inner ring road 18,500
6. External AC cooling tower area 1,500
7. External Open rainwater drain 4,000
8. External Other miscellaneous area 3,500
9. Internal Corridor / Lobby 8,700
10. Internal Office, faculty, classrooms, conference hall, 9,000
syndicate rooms, computer lab etc.
11. Internal Scientia (New training block) 15,000
12. Internal Auditorium 2,600
13. Internal Library 4,500
14. Internal Quarters 8,500
15. Internal Toilets 700
16. Internal Other miscellaneous area 5,000

3. Type of Service/Frequency of the Service:

Sl. Type of service Frequency of Method


No. service
A The works mentioned below should be
completed by 8:30 am on all working
days
1 Cleaning, Sweeping & wet mopping of Daily once Manually
floor inside classrooms, auditorium,
conference hall, computer labs and faculty
rooms
2 Cleaning and dusting of tables, chairs, sofa Daily once Manually
sets, partitions, cupboards, venetian blinds,
side racks, computers, bookracks,

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Tender- Housekeeping (Office Premises) Services
bookshelves in library, white boards,
display boards, telephone instruments,
dustbins etc., inside classrooms,
auditorium, conference hall, computer labs
and faculty rooms
B The works mentioned below should be
completed by 9:30 am on all working
days
1 Cleaning, Sweeping & wet mopping of Daily once Manually
floor inside the office, library, syndicate
rooms, Director’s cabin and other cabins
2 Cleaning and dusting of tables, chairs, sofa Daily once Manually
sets, partitions, cupboards, venetian blinds,
side racks, computers, bookracks,
bookshelves in library, white boards,
display boards, telephone instruments,
dustbins etc.,in the office, library,
syndicate rooms, Director’s cabin and
other cabins
C The works mentioned below can be
carried out after 9:30 am on all working
days
1 Cleaning, Sweeping & wet mopping of Daily once Manually
floor in all corridors
2 Cleaning and Sweeping of roads, front Daily once Manually
area, footpaths, parking area etc.
3 Cleaning and dusting of tables, chairs, sofa Daily once Manually using
sets, partitions, cupboards, venetian blinds, dry & wet cloth
side racks, computers, bookracks,
bookshelves in library, white boards,
display boards, telephone instruments,
dustbins etc., in IT rooms, AHU rooms,
dormitory etc
4 Collecting of waste from the waste paper Daily once Manually
basket and disposing off at municipal bins
outside office premises.
5 Cleaning of toilets along with toilet Daily thrice scrubbing
fixtures such as urinal washbasins, W.C. (8:30 AM, /washing, wet &
mirror etc. thoroughly in the morning and 12.30 PM & dry wiping
thereafter every hour a check should be 3.30 PM) manually with
maintained to keep the toilet clean and dry. soap solution
Soap containers fitted in the toilets should
be filled every day with Homocol liquid
soap.
6 Cleaning/sweeping & wet mopping of Daily once manually
staircases and railings. scrubbing &
wet mopping

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Tender- Housekeeping (Office Premises) Services

7 Cleaning of duck house putting feed and Daily once Manually


water in duck house.

8 Cleaning of duck house tank with Weekly once Manually


chemicals or bleaching powder and filling
of the tank with water
9 Wet mopping of stairs/floors outside and Daily once manually
around office building /mechanized
10 Cleaning of sign boards and signages Weekly once manually using
appropriate
shining material
11 Providing of Urinal mats in Fortnight basis Manually
Wash rooms
12 Providing tissue paper and paper rolls in the Checking daily Manually
wash rooms &
replenishment
as per
requirement
B The work mentioned below can be
carried out either during office hours
1 Cleaning of doors, windows, glass panes Daily once Manually using
etc. in Director’s cabin, office areas, dry & wet cloth
lecture halls, syndicate rooms, computer
lab, faculty rooms, library, auditorium,
corridors, dormitory, vacant quarters etc.
2 Dusting of computers and their accessories Weekly once Manually using
like printers, monitors, keyboards dry cloth
telephone instruments, pedestal fans and all
other office equipment like Fax Machines
and Photocopiers etc
3 Glass cleaning in passages and corridors Weekly once manually using
and cabins dry & wet cloth
using liquid
spray cologne
4 Thorough cleaning of toilets along with Weekly once Manually
toilet fixtures, urinal and wash basins,
exhaust grill, doors, bucket mugs in the
toilet etc. removing of cobwebs from the
ceiling, scrubbing of all walls in the toilet,
mirror, lights etc
5 Scrubbing and washing of all stairs & Weekly once Manually
removing pan stains if any from the corners
6 Polishing Brass items (loose & fixed) by Weekly once Manually
using Brasso
7 Sweeping of terraces, staircases, vacant Weekly once
Manually
quarters, dormitory etc.
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Tender- Housekeeping (Office Premises) Services
8 Sweeping and cleaning of open drains, AC Weekly once
Manually
cooling towers area etc.
9 Cleaning of carpets laid in executive cabins, Mechanized
library, open halls, floors etc. by using
standard quality of shampoo meant for
carpet shampooing
1. Vacuum cleaning Monthly once vacuuming &
shampooing
2. Mechanized shampooing Quarterly
once
10 Cleaning of Sofas, Chairs
mechanized
1. dry vacuum cleaning…. Monthly once
vacuuming
11 Removing of cobwebs from the Weekly once manually/mech
walls/ceiling etc anized
12 Dusting and cleaning of venetian blinds Monthly once manually using
dry & wet cloth
& liquid
detergent
13 Cleaning of all window glass by using Monthly once manually/mech
Standard glass cleaner. anized
14 Shifting of office furniture from one place as & when Manually
to another for making seating arrangement required
in lecture halls or for any other purpose
15 Providing services of workmen to work as as & when Manually
labourers to carry out misc. works such as required
shifting of materials from one place to
another, cleaning of flats, or any other
work assigned by JNIBF

4. Equipments to be used

Sl. Machine Type Function


No.
1 Scrubber Driers- Scrubbing, Drying of Floors at Passage, Reception
Heavy duty area, Waiting area, Passage in wards etc.
2 Compact Scrubber Scrubbing, Drying of Floors at Offices, Cabins,
Driers meeting rooms, Toilet etc.
3 Single Disc Scrubber Scrubbing of floors at Toilet, Heavy footfall area etc.
4 Wet & Dry Vacuum Wet Vacuuming in Offices, Toilets, Wards etc.
Cleaners
5 Dry Vacuum Dry Vacuuming at store, Consulting rooms,
Cleaners Reception desk, Window channels, Computers
Telephone etc.
6 High Pressure Water Toilet Cleaning for Urinals & Commodes
Jet Machine

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Tender- Housekeeping (Office Premises) Services
7 Steam Jet Cleaners Cleaning & Disinfection of Wash Basins, Urinals &
Commodes
8 Hand Scrubbers Dado Area, Skirting's, Unreachable corners and
Staircases.

5. List of Chemicals to be used

a) M/s Johnson Diversy or Equivalent

Sl. Chemicals Items to be cleaned


No.
1 R1 Bathroom Items
2 R2 Rooms, Office items, Laminated Furniture, PC, Marble,
Granite Floors
3 R3 Glass Surfaces
4 R4 Shine Up Wood Polish
5 Good Sense Room freshener (spray)
6 R6 WC, Urinals
7 R9 Bathroom Cleaner (hard water)
8 TR 101 Carpet Shampoo
9 TR 103 Carpet deep cleaning
11 Complete Kota, Vinyl, Mosaic tiles – Polish
12 Nobile Marble floors Polishing
13 Spiral Kota and Hard Floor
14 Shapback Kota, Vynil, Mosaic tiles
15 Leverstar Hard disinfectant before / after going into critical areas
16 Emerel Restorative Product for fixtures

b) M/s ECO Lab – Henkel or Equivalent

Sl.No. Chemicals Items to be cleaned


1 OC Bathroom Cleaner Bathroom fittings and fixtures
2 OC Glass Cleaner Glass Cleaner
3 OC Air Fresh Air Freshener
4 OC Neutral Cleaner Neutral Cleaner
5 Sigla Floor mopping and scrubbing
6 Nettoklar Marble crystallization
7 Bendueol Floor stripping
8 Polli Regular buffing of granite
9 Sapur Dud For carpet cleaning
10 Sapur A & P Carpet spotting
11 Helios Stainless steel/chrome shining
12 Homocol Hand soap (liquid)
13 Opti Wooden furniture polish

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Tender- Housekeeping (Office Premises) Services

6. The cost of cleaning material and cleaning equipment shall be borne by the
contractor. The urinals shall be provided with the urinal mats, naphthalene balls, toilet
& washroom areas shall be provided with deodorant sticks, paper rolls, tissue paper and
air fresheners. Room fresheners shall be sprayed and air freshener shall be provided in
director's cabin, Office areas, lecture halls, Syndicate rooms, computer lab, faculty rooms,
library, auditorium, etc. Urinal mats to be changed every fortnight in a month.

7. The contractor shall arrange for collection and removal of garbage from the bins
in the premises, pantries & the surrounding area outside the building. The same shall be
dumped in the municipal bins.

8. If there is any variation of the quality of the material used as against the brands
mentioned above, or also in any poor quality of service by the vendor, a penalty upto
10% of the monthly bill amount will be levied while settling the bills.

9. The contractor should submit monthly inventory statement by 5th of every month.

*****

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Tender- Housekeeping (Office Premises) Services
Annexure-III
4. GENERAL TERMS & CONDITIONS
1. The tenure of the contract will be for 3 years. Initially the contract will be
awarded for 3 months and if services are found satisfactory the same will be
extended for 9 months, the contract can be continued by renewal on yearly basis
for a total period of maximum 3 years inclusive of the initial 3 months period.

2. JNIBF will have option to terminate the contract if the contractor commits the
breach of any of the conditions contained in this contract and fails to render the
services to the satisfaction of JNIBF after giving notice of two months expressing
its intention to terminate the contract.

3. Bidder should deposit Rs.60,000/- by means of NEFT as Earnest Money Deposit


(EMD).The EMD amount should be credited in the above mentioned EMD
account of the IDBI bank on or before 03.00 PM, June 15, 2020.

4. Bidders shall note that Bid received without EMD amount credited to IDBI bank’s EMD
account before prescribed date and time, shall summarily be rejected.

5. EMD of the unsuccessful bidders will be returned after finalization of the tender.
The EMD of successful bidder shall be retained and adjusted towards security
deposit. The EMD shall not bear any interest.

6. The work order will be issued to the successful bidder would need to be accepted
within 7 days from the date of issue of the work order. Failure to accept the offer
within this period will result in forfeiture of the EMD.

7. On payment of the security deposit, the successful bidder will be required to enter
into an Agreement/Contract on stamp paper of appropriate value in the form to be
approved by JNIBF containing inter-alia all the terms and conditions of the
contract.

8. If the successful bidder fails, in course of the contract period, to comply with the
terms and conditions of the Agreement/contract, the security deposit may be
forfeited in full or in part as decided by the Competent Authority.

9. The contractor shall provide the services as given in ‘Scope of Work’ to the
satisfaction of JNIBF. The performance of the contractor shall be reviewed on
monthly basis and in case the services are not found to be satisfactory, the
contract shall be terminated even before the expiry of contract period by giving
two months’ notice. However, the contract is liable for immediate termination on
violation of any of the provisions by the contractor. JNIBF may also terminate the
contract in the instance of insolvency or bankruptcy of the contractor. JNIBF shall
not pay any compensation for early termination.

10. If the contractor fails to execute the housekeeping services as detailed in ‘Scope
of Work’ within stipulated time, JNIBF will be at liberty to execute the works

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Tender- Housekeeping (Office Premises) Services
through an alternate source and the charges so incurred shall be recovered from
the contractor.

11. The contractor shall deploy experienced and competent workers and supervisor/s.
The number of workers and supervisors deployed must be sufficient and
commensurate with the quantum of work and the time, within which the
work has to be completed. JNIBF may advise the contractor for increase of
manpower, if so desired, to complete the works as per schedule. If required,
services will have to be provided more frequently on the instruction of the officer
in charge of Bank for which no extra payment shall be made.

12. The contractor shall personally and exclusively supervise the work of his
employees so as to ensure that the services rendered under this agreement are
carried out to the satisfaction of JNIBF.

13. The contractor or his authorized representative shall visit the site once in a week
to assess the quality of services being rendered and appraise the same to
concerned officials of JNIBF.

14. The contractor or his authorized representative shall attend meeting for reviewing
progress/performance of the services rendered once in a fortnight or as may be
advised by officials of JNIBF.

15. The Bidder will have to work in close coordination with the Bank’s officials and
they (Bank’s official) may modify working schedule/time as per the convenience
of the Bank, if required. No extra claim whatsoever on this account shall be
entertained.

16. The date of commencement shall be the date on which work is actually taken up
at site after physical procurement of all machines/ equipments and material and
deployed the same at site.
17. Bidder has to visit the site and assess manpower, material, equipment, machinery,
etc. strictly as per requirement of site irrespective of the area indicated or any
variation thereof. Any dispute in the area/s stated will not be entertained.
18. The Bidder shall have to arrange the required equipment, machines, materials,
tools etc. for providing Housekeeping (Office Premises) Services at site within 7
days from the date of receipt of written letter of intent/work order from the Bank.
All materials brought to the site shall be protected suitably to avoid any damage
during transportation, loading/unloading, weather conditions etc.

19. The contractor shall permit JNIBF to hold or deduct the amount from bill for non-
performance or part performance or failure to discharge obligations under this
contract.

20. The contractor, whose tender is accepted, shall deposit an amount equal to 5% of
the contract value towards Security Deposit for the due performance of the

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Tender- Housekeeping (Office Premises) Services
contract, which shall be refundable after expiry/termination of the contract. The
Security Deposit shall be in the form of NEFT To the below mentioned account.

Name of the Bank: IDBI Bank Ltd

Account No: 0432102000002820


IFSC code : IBKL0000432
The deposit shall not bear any interest

21. The contractor shall obtain at his own cost, any license or permission of any sort
whatsoever (viz labour license from Assistant Labour Commissioner (Central),
Hyderabad and register with Employees’ State Insurance Corporation and Office
of the Regional Provident Fund Commissioner, Hyderabad, GST, Income Tax
etc.) that may be required under various Acts from the Central/State Government
Authorities for carrying out the said activity in the premises of JNIBF and such
Registrations and License for engagement of contract workers for such purpose
within one month from the date of issue of work order.

22. The contractor shall comply with the provisions of all Labour Laws, which are
applicable to ‘the Contractor’ or his employees and shall be solely responsible for
liabilities arising out of such compliance, non-compliance or implementation or
non-implementation. The contractor will furnish proof of compliance of all
Labour Laws requirements including obtaining licenses, filing of
monthly/quarterly and annual returns and any other statutory requirement within
15 days from the due date and furnish calculations and proof of payments made to
all Government/Statutory Authorities under EPF, ESIC, Labour Welfare Fund
Act, Payment of Bonus Act, etc. within 10 days of the statutory time limit allowed
under the respective Acts and all other statutory rules as amended from time to
time.

23. The contractor shall indemnify JNIBF from all liabilities arising out of any
payment made by JNIBF to Government (Central/State, Semi-Government),
statutory authority or any payment made under any statute/notification of the
Government (Central/State) or statutory authority in respect of his employees or
in respect of any claims made by the contractor’s employees against JNIBF.

24. The contractor shall be responsible for maintenance of proper records as required
under the provisions of various Labour Laws / Statutory Acts applicable to the
contractor and contract employees such as attendance register, overtime register,
advance register, register of deductions for damage & loss, register of fines,
accident register etc. and produce them for inspection as and when demanded by
JNIBF or any appropriate Labour authorities. The contractor shall also issue
Form-XIV (employment card) to their personnel.

25. The contractor shall make the payment to personnel engaged by him as per
minimum wages notified by the Office of the Regional Labour Commissioner
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Tender- Housekeeping (Office Premises) Services
(Central), Hyderabad from time to time. The contractor shall satisfy JNIBF
showing adequate recorded proof that the minimum wages, ESI, contribution to
provident fund as applicable are being paid to his personnel as required under
various Statutory Acts notified by the Government from time to time.

26. The contractor shall provide weekly off / holidays to his personnel as per
applicable laws/ labour laws but it will be his responsibility to ensure
uninterrupted services on all days.

27. The contractor shall ensure that the character and antecedents of the personnel
engaged by him are duly verified before such engagement.

28. The contractor shall submit the list of his personnel to be deployed at JNIBF
along with their personal details like name, age, date of birth, permanent address
etc. for approval. JNIBF has the right to advise the contractor to replace any of
the personnel engaged by him who are found unsuitable; the contractor shall
immediately replace such personnel. The contractor shall provide identity cards
to his personnel.

29. The contractor shall not employ any person who is prohibited by law from being
employed. The personnel deployed by the contractor should not suffer from any
infectious disease and should be able-bodied persons.

30. The contractor shall ensure that no employees of the contractor will enter or
remain on JNIBF’s premises beyond the specified time limits unless absolutely
necessary for fulfilling contractor’s obligations.

31. The contractor shall ensure that none of his personnel report for duty in drunken
state or consume drugs, prohibited substances etc., while on duty.

32. The contractor shall ensure that his employees, while in the premises of JNIBF or
while carrying out their obligations under this tender, observe the standards of
cleanliness, decorum, safety, good behavior and general discipline laid down by
JNIBF and JNIBF shall be the sole judge as to whether or not the contractor and/
or his employees have observed the same.

33. The contractor shall take necessary safety measures and he/she is solely
responsible for the safety of personnel engaged by him. The contractor shall
provide appropriate shoes, gloves, accessories & tools that would ensure safety
against insects & snakes, dogs and electrocution to all personnel and ensure their
cleanliness and upkeep.

34. JNIBF shall not be responsible for any accident/injury or loss of life of any of the
persons engaged by the contractor that may take place while executing the
contract. Any compensation or expenditure towards the treatment of such injury
or loss of life shall be sole responsibility of the contractor. At his cost, the
contractor shall obtain appropriate/adequate insurance policy to his personnel
towards meeting the liability of compensation arising out of death, injury,
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disablement, etc. at work.

35. The contractor shall abide by all the rules and regulations laid down by JNIBF
authorities from time to time.

36. The contractor or his personnel shall not any time do, cause or permit any
nuisance at the site / do anything which shall cause unnecessary disturbances or
inconvenience to the occupants/visitors at site or near the site of work.

37. The contractor shall be responsible for all acts done by the personnel engaged by
him and for maintenance of proper discipline by his personnel at the premises of
JNIBF. Any act of indiscipline/misconduct/theft/pilferage on the part of any
personnel engaged by the contractor resulting any loss to JNIBF in kind or cash
will be viewed seriously and JNIBF shall have the right to levy damages or fine
from the contractor and even terminate the contract forthwith.

38. Care must be taken to ensure while carrying out the work so that no fittings,
fixtures, furnishings are damaged. Any damages done to the same or any other
property will have to be repaired / replaced by the contractor, failing which JNIBF will
get them repaired/replaced at risk and cost of the contractor.

39. In the event, any damage is caused to the movable or immovable property of
JNIBF or to the property of employees of JNIBF, JNIBF reserves the right to
compute the damage in terms of money and to deduct the money from the bill of
the contractor or from the amount payable to the contractor by JNIBF and the
remaining amount, if any, by the way of civil damages.

40. The contract is for providing maintenance services and not for supply of Contract
Labour. The workers employed by the contractor for providing the services shall
be of his/their employees and not of JNIBF.

41. The personnel engaged by the contractor shall not have any employee-employer
or master-servant relationship with JNIBF and they shall not have any claim
whatsoever for employment in JNIBF now or at a future date.

42. The contractor shall remove his personnel peacefully on expiry of contract or on
termination of the contract.

43. The contractor shall not sub-contract the works unless permitted specifically by
JNIBF in writing.

44. Bidder’s Employees


(i) For the purpose of this Housekeeping (Office Premises) Services contract, the
Bidder shall deploy sufficient personnel for all types of services to carry out the
works strictly as per stipulated frequency/time mentioned in the scope of work
earlier.

(ii) The personnel deployed shall be of good health and moral character, well
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behaved, obedient, experienced and skillful in their tasks. The Bidder should provide
necessary uniform to their Housekeeping (Office Premises) Services staff at their
own cost. The cost of identity cards to the staff shall also be borne by the Bidder. The
personnel employed by the Bidder shall compulsorily wear uniform prescribed by the
Bank while on duty and shall always carry his / her identity cards.

(iii) In addition to the above, one supervisor with minimum five-year relevant
work experience in Housekeeping (Office Premises) Services is to be provided by
the Bidder as overall in charge of premises where the Housekeeping (Office
Premises) Services are to be carried out and they shall co-ordinate and report to the
concerned officer in charge or Care Taker of the Bank. Supervisors shall be available
in JNIBF premises at all times from 7:30 am to 4.00 pm on working days (Monday to
Saturday)

(iv) The Bidder shall be responsible for the payment of wages / dues to its
employees. All liabilities arising out of violation of any local and Central Laws shall
be the responsibility of the Bidder without encroaching upon the rights and liabilities
upon the Bank in any manner.

(v) The Bidder shall furnish a detailed duty chart of the employees to be
employed by him for various works enumerated in the scope of work and the same
shall be approved by Bank at the beginning of the contract and shall maintain the
same for every month thereafter. The Bidder shall not make any changes in duty
chart without prior permission from the Bank during course of contract.

(vi) The workmen of the Bidder should be conversant in Local Language/Hindi.


The supervisor of the Bidder shall have full control over the employees engaged by
the Bidder. It shall be his duty to give necessary guidance and directions to the workmen to
carry out the jobs assigned to them effectively. The Bidder should rotate their staff at
least once in six months with equally trained and experienced people.

(vii) The Bidder should take all precautionary measures to ensure the safety of the
workmen employed by it and the Bank shall not be responsible in case of any
eventuality.

(viii) Depending upon the exigencies and the requirements of the Bank, the
working hours and days of the workmen engaged by the Bidder will be suitably
adjusted. In case of absenteeism on day by the personnel engaged, the Bank reserves
the right to deploy any other person to get the work done.

(ix) The work shall be carried out in the manner complying in all respects with the
requirements of relevant byelaws of the local body under the jurisdiction of which
the work is to be executed or as directed by the Bank In-charge and nothing extra
shall be paid on this account.

(x) The Bank reserves the right to reject any particular workmen/staff
placed/employed under the contract with the Bank without assigning any reason. In

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case Bidder fails to take action against the defaulter, the Bank reserves the right to
take suitable/legal action against the Bidder and the workmen staff concerned.

(xi) As the agreement entered with Bidder is service agreement the Bidder shall at
all times indemnify the Bank against all claims which may be made under the
Employees’ Compensation Act, or rules there under or under any law or rules of
compensation payable under any consequences.

(xii) Bidder shall be solely responsible for accommodation, remuneration,


omissions / commissions of personnel deployed at JNIBF.

(xiii) In case of theft of any material takes place from JNIBF on account of the
negligence on the part of the personnel deployed by the Bidder, amount for loss/theft
will be recovered from the Bidder while settling the bill.

(xiv) Permanent addresses of all staff members along with references about their
conduct from two persons residing in his/her area of living shall be produced by the
Bidder to the Bank, before deployment so as to enable the Bank to locate them as and
when required.

(xv) The Bidder shall conduct his work so as not to interfere with or hinder with
the operations of JNIBF. He shall arrange his work with that of the other Contractor
in an acceptable and co-ordinate manner and shall perform it in proper sequence to
the complete satisfaction of Officer-In-charge of the Bank. Utmost care shall be
taken to keep the noise level to the minimum so that no disturbance as far as possible
is caused to the people nearby.

(xvi) The contract for Housekeeping (Office Premises) Services would be for a
period of 03 (three) years as per the quoted rates from the date of commencement of
the contract. However, the initial contract for Housekeeping (Office Premises)
Service work shall be Bank for a period of one year that may be further extended and
renewed for consecutive two years on mutually agreed financial terms. Extension of contract
in favour of the successful Bidder, after first and second year respectively, shall be
considered subject to following:

a. Satisfactory performance by the Bidder during previous year/s

b. Same terms and conditions upon renewal of License by the Bidder on or before
expiry of the License granted by the Appropriate Authority under the Contract
Labour (Regulation and Abolition) Act, 1970.

45. Safety Measures


The Bidder shall take necessary safety measures and he/she is solely responsible for
the safety of personnel engaged by him. The Bidder shall provide appropriate shoes,
gloves, accessories, tools & tackles, safety belts, ropes etc. that would ensure safety
against insects & snakes, dogs and electrocution to all his/her personnel working on
site and ensure their cleanliness and upkeep. The Bidder and his staff shall not cause
disturbance to the customer/staff of the Bank.
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46. Bidders Responsibility-Licenses and Registrations


(i) The Bidder should possess the requisite license under Contract Labour (R&A)
Act issued by the Central Labour Commissioner for running the establishment at its
own cost. The Bank shall not be responsible in any way for any breach by the Bidder
of the rules and regulations governing the running of such establishments. The
Bidder shall register with the Registrar of concerned Central Labour Commissioner,
Government of India (Ministry of Labour). Bidder shall follow all rules and
regulations and other Statutory Acts/Regulations relevant to this contract including
Works Contract Act, Minimum Wages Act, Provident Fund Act, ESIC etc. Bidder
shall indemnify the Bank as principal employer against risks and damages arising out
of the default on the part of Bidder due to negligence or non-compliance of any of
the aforesaid rules, regulations etc. laid down by the Government of
India/Government of Maharashtra and other Statutory authorities from time to time.
In case of fresh notification issued by the Government relating to Section 10 of
CL(R&A) 1970, the contract would be discontinued forthwith and no compensation
will be payable to the Bidder.

(ii) The Bidder must comply with all the legal direction and orders of the central
/local / public authority or municipality and abide by their rules and regulations and
pay all fees and charges for which they may be liable.

(iii) Bidder shall, without fail, cover all the men deployed by him on this work with all
risk policy, Workmen’s compensation insurance and comprehensive third party
insurance etc. Such insurance policies shall be in joint names of the Bank and the
Bidder and copy of the same will have to be submitted to the Bank before taking up
the work. The Bidder shall arrange and pay for the policy under the Public Liability
Insurance Act, 1991. The Bidder shall obtain adequate Insurance Policy in respect of
his workmen engaged for the service toward meeting the liability of compensation
arising out of death, injury/ disablement at work etc. and shall regularly and
punctually pay each and every premium as and when the same shall become due
during the currency of these present. Besides, the Bidder shall comply with all relevant
labour laws as applicable to the area as existing or as may be mentioned during the contract
period and shall indemnify the Bank against all acts of omissions, fault, breaches and or any
claim or demand, loss injury and expenses to which the Bank may be party or involved as a
result of the Bidders failure to comply the obligations under the relevant act/ law which the
Bidder is to follow.

(iv) The payment to the workers engaged by the Bidder should be in conformity with
the provisions of the Minimum Wages Act as per norms laid down by Central Labour
Commissioner (Ministry of Labour, Government of India) and paid at the frequency
laid under the law. The payments should be effected on monthly basis.

(v) It may be noted by the Bidder and brought to the notice of his workmen that this
is purely a contract work and the workmen /employees, employed by him are
carrying out an annual contract and it does not entail them to seek employment / job
opportunity for him or his workers in the Bank at any point of time.

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47. Tenancy rights
(i) The Bidder shall be given a suitable place during the contract period for storing
the material required to provide the service to the Bank as per the contract. The place
so provided should be used only for the performance of the duties under the contract
and not for any other purpose and only for the period till the contract is in force.
None of his employees shall overstay in the campus beyond their working hours. The
place should be vacated at once when the Contract is terminated / ended. Storage of
materials at site would be at Bidder’s risk.

(ii) Nothing herein contained shall be construed to create any tenancy in Bidder’s
favour of the premises at the Bank Offices and other service areas of the Bank. On
termination of this Housekeeping (Office Premises) Services contract, bank can re-
enter and retake possession of the premises serviced by the Bidder under this
contract. The Bidder shall not assign or transfer howsoever the benefit or burden of
the Housekeeping (Office Premises) Services contract to any person or concern.

48. Delay in the successful Bidder’s performance:


Performance of the contract shall be made by the successful Bidder strictly in
accordance with the time schedule specified by the Bank. Time is the essence of
contract. Any delay by the successful Bidder in the performance of its contractual
obligations, which the Bank in its sole discretion may adjudge, shall render the
successful Bidder liable to any or all the following sanctions:
i. Forfeiture of its Security Deposit/performance security
ii. Imposition of liquidated damages/penalty, and/or
iii. Termination of the Contract for default

If, at any time during performance of the Contract, the successful Bidder
encounter conditions impeding timely completion of the service(s) under the
Contract and performance of service(s), the successful Bidder shall promptly notify
the Bank in writing of the fact of the delay, its likely duration and its causes. As soon
as practicable after receipt of the successful Bidder’s notice, the Bank shall evaluate
the situation and may at its sole discretion extend the successful Bidder time for
performance, in which case, the extension shall be ratified by the Parties by
amendment of the Contract.

49. Standard of Performance


A. The successful Bidder shall perform the service(s) and carry out its obligations under
the Contract/ this Tender with due diligence, efficiency and economy, in accordance
with generally accepted techniques and practices used in industry and with
professional engineering standards recognized by the international professional
bodies. The successful Bidder shall safeguard the Bank's legitimate interests in any
dealing with third parties.

B. The successful Bidder shall execute the agreement (Draft agreement appended) and
furnish to the Bank, a deed of indemnity in favour of the Bank in a form and
manner, as given, indemnifying the Bank its Directors, Employees, Agents, its
Affiliates, Subsidiaries, Successors, Assigns and Representatives from and against
any costs, loss, damages, expense, claims, litigations, suits, actions, judgments, and
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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. The provisions under this clause shall survive the termination of the
Contract.

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

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


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

51. Representations and Warranties


In order to induce the Bank to enter into the Contract, the Bidder hereby
represents and warrants as of the date hereof, which representations and warranties shall
survive the term and termination hereof, the following:-

a) That the Bidder is an individual/ sole proprietorship firm/ partnership firm/company


which has the requisite qualifications, skills, experience and expertise in providing
the service(s), the technical know-how and the financial wherewithal, the power and
the authority to enter into the Contract and provide the service(s) sought by the
Bank.

b) That the Bidder is not involved in any major litigation and no litigation or
investigation is threatened against the Bidder. 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 Contract.

c) That the representations made by the Bidder 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 this Tender and
unless the Bank specifies to the contrary, the Bidder shall be bound by all the terms of the
Bid. The Bidder has not suppressed any information, which is within the knowledge of the
Bidder.

d) That the Bidder meets the requisite eligibility criteria as set out hereinabove and has
the requisite professional skills, personnel and resources/authorizations that are
necessary for providing / rendering all such service(s) as are necessary to perform its
obligations under the Bid and this Contract.

e) That all the representations and warranties as have been made by the Bidder with
respect to its Bid and the Contract, are true and accurate, and shall continue to
remain true and accurate through the term of the Contract.

f) That the execution of the service(s) herein is and shall be strictly in accordance and

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in compliance with all applicable laws, as amended from time to time, the regulatory
framework governing the same and the good industry practice.

g) That there are – (i) no legal proceedings pending or threatened against Bidder or any
sub Bidder/third party or its team which adversely affect/may affect performance
under the Contract; and (ii) no enquiries or investigations have been threatened,
commenced or pending against the Bidder or any sub-Bidder / third party or its team
members by any statutory or regulatory or investigative agencies.

h) That the Bidder has the corporate power to execute, deliver and perform the terms
and provisions of the Contract and has taken all necessary corporate action to
authorize the execution, delivery and performance by it of the Contract.

i) That all the conditions precedent under the Contract has been complied.

j) That neither the execution and delivery by the Bidder of the Contract nor the
Bidder’s compliance with or performance of the terms and provisions of the
Contract (i) will contravene any provision of any applicable laws or any order, writ,
injunction or decree of any court or governmental authority binding on the Bidder
(ii) will conflict or be inconsistent with or result in any breach of any or the terms,
covenants, conditions, provisions or stipulations of, or constitute a default under any
agreement, contract or instrument to which the Bidder is a party or by which it or
any of its property or assets is bound or to which it may be subject or (iii) will
violate any provision of the Constitutional Documents (if applicable) of the Bidder.

k) 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.

l) 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 the Bank, which may directly or indirectly have a bearing on the
Contract or Service(s).

52. Relationship between the Parties:


Nothing in the Contract constitutes any fiduciary relationship between the Bank
and successful Bidder/its team or any relationship of employer - employee, principal
and agent, or partnership, between the Bank and the successful Bidder.

No Party has any authority to bind the other Party in any manner whatsoever,
except as agreed under the terms of the Contract.

The Bank has no obligation to the successful Bidder except as agreed under the
terms of the Contract.

All employees/ personnel/ representatives/agents etc., engaged by the successful Bidder


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for performing its obligations under the Contract/Tender shall be in sole employment of
the successful Bidder and the successful Bidder shall be solely responsible for their
salaries, wages, statutory payments etc. Under no circumstances, shall the Bank be
liable for any payment or claim or compensation (including but not limited to any
compensation on account of any injury / death / termination) of any nature to the
employees/personnel/representatives/agent etc. of the successful Bidder.

The successful Bidder shall disclose to the Bank in writing, all actual and potential
conflicts of interest that exist, arise or may arise (either for the successful Bidder or its
team/agents/representatives/personnel etc.) in the course of performing the service(s) as
soon as practical after it becomes aware of that conflict.

The successful Bidder shall not make or permit to be made a public announcement or
media release about any aspect of the Contract unless the Bank first gives the successful
Bidder its prior written consent

53. No Assignment
The Contract cannot be transferred or assigned by the successful Bidder without the
prior written approval of the Bank.

54. Entire Contract


The terms and conditions laid down in this Tender/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.

55. Termination of the Contract


(i) The Bank may terminate the contract by issuing two months notice to the Bidder
without showing any reason whatsoever. In the event of instances of unsatisfactory
service, gross misbehavior, theft, burglary, moral turpitude, misuse of the Bank’s
premises etc. by the Bidder or by any staff of the Bidder, the Bank may
forthwith/instantly terminate this contract without any previous notice or showing any
reason whatsoever to the Bidder and the Bidder shall have no claim whatsoever against
the Bank or any of its officers in consequence of such termination. Total Security Deposit
kept with Bank will automatically stands forfeited under such circumstances without any
further correspondence/intimation in the matter.

(ii) On the termination of the contract, the Bidder and its employees/workmen shall
peacefully vacate the premises and handover to the Bank all articles, equipment, furniture
and other fixtures belonging to the Bank and other material entrusted in its custody and
shall remove all its stores and effects immediately. In case of default the Bank shall be
entitled to enter into and take possession of the Bank’s Premises block and lock up the
same or remove its stores or their effects wherever lying and to dispose of the same by
sale or otherwise without being liable for any damage. Failure to exercise the Bank’s
rights, any omission on the part of the Bank at any time to exercise any of its rights under
the terms of the Housekeeping (Office Premises) Services contract shall in no way impair
or effect to the validity of the terms and the rights of the Bank to enforce its rights at any
time subsequently.
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(iii) Consequences of Termination


a. In the event of termination of the Contract due to any cause whatsoever, [whether
consequent to the stipulated term of the Contract or otherwise], the 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.

b. In the event of termination of the Contract due to efflux of time where the term is
not extended by the 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
the Bank may specify including training, where the successor(s) is a
representative/personnel of the 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.

c. 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, the
Bank shall pay the successful Bidder for that part of the Service(s) which have been
authorized by the Bank and satisfactorily performed by the successful Bidder up to
the date of termination. Without prejudice to any other rights, the Bank may retain
such amounts from the payment due and payable by the Bank to the successful Bidder
as may be required to offset any losses caused to the 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 service(s) or any failure to perform
any of its obligations under the Contract, the successful Bidder shall compensate the
Bank for any such loss, damages or other costs, incurred by the Bank. Additionally,
the sub Bidder (if any) other members of its team shall continue to perform all its
obligations and responsibilities under the Contract in an identical manner as were

being performed hitherto before in order to execute an effective transition and to


maintain business continuity. All permitted third parties shall continue to perform all /
any functions as stipulated by the Bank and as may be proper and necessary to
execute the Service(s) under the Contract in terms of the successful Bidder’s bid and
the Contract.

d. 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.

e. In the event of termination of this Contract for any reason whatsoever, the Bank
shall have the right to publicize such termination to caution the customers/public from
dealing with the successful Bidder.
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56. Settlement of Bills


a) The Bank will fix the lowest rate on the basis of competitive bidding and enter into
service agreement with the lowest vendor and release monthly payment to the vendor
after completion of Housekeeping (Office Premises) Services work satisfactorily
based on rates quoted.

b) The rate quoted per month is inclusive of all the types of services and their
frequencies (ie. irrespective of types of services and their frequencies which may be
daily/monthly/Quarterly/etc.). No separate payment will be made for any type of the
services and frequencies indicated in scope of work. Bidder has take into account of
all these services while quoting his rates which shall also include cost of uniform for
labour, all statutory taxes, minimum wages, transportation, insurance, cleaning
material, profit & overheads, etc. However, applicable GST shall be paid extra.

c) The Housekeeping (Office Premises) Services supervisor shall maintain daily log
sheets/periodical log sheets as per scope of work & frequencies and produce the
same along with the bills every month while claiming the payment for the
contract.

d) The Bidder shall submit the bills for every month separately. The payments shall be
made, subject to production of copies of PF, ESIC, GST paid challans, copy of wage
register and daily attendance register duly signed by Bank official for processing the
bill in next month, within 15 days from the date of submission of the bills, subject to
the bill being in order. While making such payment the Bank shall make the
following deductions.

i) Income-tax or any other tax deduction at source as per the Government


rules.

ii) The amount equivalent to any damages/loss etc. caused to the Bank by the
workmen/employees of the Bidder.

iii) Any other charges, penalties and other deduction etc indicated in scope of
work.

iv) The Bank reserves right to correct arithmetical errors or other errors in the
matter in which the Bank consider suitable and deem fit. This adjustment
shall be acceptable to and binding upon the Bidder.

57. Dispute resolution


The Bank and the successful Bidder shall use their best efforts to settle amicably all
disputes arising out of or in connection with the Contract in the following manner:

a) The Party raising the dispute shall address to the other Party a notice requesting an
amicable settlement of the dispute within 30 days of receipt of the notice.

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b) The matter will be referred for negotiation between IDBI Bank and the successful
Bidder. The matter shall then be resolved by them and the agreed course of action
documented within a further period of 90 days.

c) The Parties agree that any dispute between the Parties, which cannot be settled by
negotiation in the manner, described above, may be resolved exclusively by
arbitration. Arbitration shall be held in Hyderabad, India and conducted in
accordance with the provision of Arbitration and Conciliation Act, 1996 or any
statutory modification or re-enactment thereof. The Bank shall appoint sole arbitrator
and decision of such arbitrator shall be binding on the parties. The arbitration
proceedings shall be conducted in English language. Subject to the above, the courts
of law at Hyderabad alone shall have the jurisdiction in respect of all matters
connected with the Contract. The arbitration award shall be final, conclusive and
binding upon the Parties and judgment may be entered thereon, upon the application
of either Party to a court of competent jurisdiction. Each Party shall bear the cost of
preparing and presenting its case, and the cost of arbitration, including fees and
expenses of the arbitrators, shall be shared equally by the Parties unless the award
otherwise provides.

d) The successful Bidder shall not be entitled to suspend the service(s) or the
completion of the job, pending resolution of any disputes between the Parties and
shall continue, at the sole discretion of the Bank, to render the service(s) in
accordance with the provisions of the Contract notwithstanding the existence of any
dispute between the Parties or the subsistence of any arbitration or other proceedings.

e) The provision under this section shall survive the Contract.

58. Security Deposit


EMD of successful bidder will be converted into Initial Security Deposit. In addition
to this the Bidder shall deposit an amount equal to 5% of the annual contract value
towards Security Deposit till completion of contract. In case the Bidder fails to complete
the contractual obligations as per the tender or leaves the job half way or does not
undertake the jobs at site within stipulated period, the Bank shall forfeit the Initial
Security Deposit as well as additional Security Deposit. Both security deposits shall not
carry any interest. Also, in case of damage or loss to any article or equipment of furniture
and fixture on account of negligence other than normal wear and tear or loss incurred by
the Bank by any other reason, the Bank shall recover the reasonable amount out of the
security deposit to recover the loss sustained.

59. ‘NO CLAIM’ Certificate


The successful Bidder shall not be entitled to make any claim, whatsoever, against the
Bank, under or by virtue of or arising out of, the Contract, nor shall the Bank entertain or
consider any such claim, if made by the successful Bidder after he has signed a ‘No
Claim’ Certificate in favour of the Bank in such forms as shall be required by the Bank
after the delivery/ performance of service(s) are finally accepted.

60. Governing Law


The Contract and any non-contractual obligations arising out of or in connection with the
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Tender- Housekeeping (Office Premises) Services
Contract shall be governed by the laws of Republic of India.

61. Jurisdiction of Courts


The courts at Hyderabad shall have exclusive jurisdiction to determine any proceeding
in relation to the Contract/this Tender.

62. The contractor shall submit the bills in the first week of every month along with
monthly report for the works carried out in the previous month. JNIBF shall pay
AMC charges on monthly basis upon submission of bills by the contractor and
certified by the concerned official to the effect that the maintenance works have
been carried out as per the contract. Applicable TDS will be deducted while
making the payment.

63. The contractor shall execute the agreement related to this contract on stamp paper
as per proforma prescribed by JNIBF.

*****

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Tender- Housekeeping (Office Premises) Services
Annexure-I

5. FORWARDING LETTER

(To be submitted on bidder’s letterhead)

No……………… Date: ……………….

To
The General Manager
Jawaharlal Nehru Institute of Banking and Finance
2-53/2, Gachibowli
Hyderabad – 500032

Dear Sir,

Tender for AMC of Housekeeping (Office


Premises) Services

With reference to your Notice for pre-qualification of contractors, I am / we are


pleased to offer myself / ourselves for AMC of Housekeeping (Office Premises) in your
esteemed Institute. In submission of this offer, we confirm that;

i) We have not made any misleading or false representation in the forms,


statements and attachments in proof of the qualification requirements.

ii) We do not have records of poor performance such as abandoning the work,
not properly completing the contract, inordinate delays in completion,
litigation history or financial failures etc.

iii) Our Business has never been banned by Central / State Government
Department/ Public Sector Undertaking or Enterprise of Central / State
Government.

iv) The track record of us is clean and do not have any involvement in any illegal
activities or frauds.

v) We have submitted all the supporting documents and furnished the relevant
details as per prescribed format.

vi) The information and documents submitted by us are correct and we are fully
responsible for the correctness of the information and documents.

Yours faithfully,

(Signature of the authorized person of the bidder with office seal)

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Tender- Housekeeping (Office Premises) Services
Annexure – II

6. APPLICATION FORM

PART-1 (BASIC INFORMATION)

Pre-qualification of contractors for undertaking Annual Maintenance Contract of


Housekeeping (Office Premises)

1 Name of the Contractor / Firm /


Organization / Company.
2 Official Address for
Correspondence with Telephone
& Mobile Nos. and email id
3 Name of the contact person with
Telephone , Mobile nos. and
email id
4 Type of Firm / Organization,
whether proprietorship,
partnership or private limited
company etc.
5 Year of establishment
6 Name of the Proprietor / Partners a)
/ Directors in Organization
b)

c)

d)
7 a) Details of Registration (Firm,
Company etc)
i. Registering Authority
ii. Date
iii. Number
b) Details of Labour License
obtained from the competent
authorities (copy to be
enclosed).

8 a) Details of Income Tax


Permanent Account Number
(Copy of the PAN card to be
enclosed).

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Tender- Housekeeping (Office Premises) Services
b) Details of EPF No.(enclose
a copy of the certificate
received from the competent
authority)
c) Details of ESI No.(enclose a
copy of the certificate
received from the competent
authority)
d) Details of GST No.(enclose
a copy of the certificate
received from the
competent authority)
9 Annual turnover of the firm for a) FY 2017-18 :
last three years (in Rs. Lakhs)
(Furnish copies of Balance Sheet b) FY 2018-19 :
and Profit & Loss Account). For
FY 2019-20, provisional CA c) FY 2019-20 :
certified documents may be
provided.
10 Whether registered / empanelled
with any of the Govt., Semi
Govt., MES, Govt. Undertaking,
Public Sectors etc. as approved
contractors and if so, furnish
details.
11 Manpower strength of the
company in Nos.
a. Management staff
b. Technical staff
c. Workers
(please enclose organization
chart)
12 If involved in any litigation/
disputes/ arbitration/ penalties
with any organization, please
submit the details.
13 Any civil suits pending in any of
the works executed. If so, furnish
details.
14 Submit write-up on approach and
procedure to ensure quality

Signature of the Contractor / Authorized person


* on behalf of the Firm / Organization
*Note: Letter of authorization shall be enclosed.
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Tender- Housekeeping (Office Premises) Services
PART-II

EXPERIENCE

List of similar works / contracts executed by the Contractor / Firm / Organization


During the last 7 years (including works / contracts on hand at present) : -

A) Housekeeping (Office Premises)

Sr. Name Name & Nature Name, Contract No. of Duration of the
No. of the Address / Type Address & value of workers contract with
work of the of the mobile/ph the work deployed / commencement
Company work one No. of (Rs) quantity of and completion
for whom Officer / work date
the work Person
was under
executed whom the
work was
carried out
1

Note: Copies of the work orders and performance certificates should be enclosed

(Signature of the Contractor / Authorized person on


behalf of the Firm / Organization)

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Tender- Housekeeping (Office Premises) Services
PART B

7. PRICE BID

NAME OF THE WORK: Annual Maintenance Contract for


providing Housekeeping (Office
Premises) Services at JNIBF,
Gachibowli, Hyderabad – 500032

NAME OF THE BIDDER:……………………………………………

ADDRESS: - -…..…………………………………………….…

………………………………………...…..

………………..………………………..……

LAST DATE OF SUBMISSION OF THE TENDER: 15/06/2020 at 3.00 PM

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Tender- Housekeeping (Office Premises) Services

Annexure A

Price Bid

A. Price

1. Name of the contractor/firm:

2. Address for communication:

3. Name of the contact persons and telephone numbers:

Sl. Description Amount (`)


No.
1 Lump-sum monthly charges for AMC of
housekeeping services (office premises) for Scope of
Work as described in Annexure-II (Excluding GST)

Total monthly amount in words Rupees

Note:
a. The quoted amount shall be inclusive of applicable statutory payments viz. PF, ESI,
Gratuity. Bonus, Service Tax, all other taxes etc. The contractor shall take into
account the likely revision of minimum wages and all taxes, during the contract
period, while quoting the amount.
b. During the contract period, the quoted amount shall not be subjected to any variation
in price.
c. Conditional tenders shall be summarily rejected.

I/We have examined the scope of work and terms & conditions of the tender for
the said works. If this tender is accepted by IDBI Bank, I/We hereby by agree to execute
the works in accordance with terms and conditions of the tender.

Note:

a. The above charges are inclusive of all the types of services and their frequencies (ie
irrespective of types of services and their frequencies which may be
daily/monthly/Quarterly/etc.). No separate payment will be made for any type of the
services and frequencies indicated in scope of work. The rate quoted per month also
includes cost of uniform for labour, all statutory taxes/payments (PF, ESI, Gratuity,
Bonus etc.), minimum wages, transportation, insurance profit & overheads, etc.
However, applicable GST shall be paid extra.

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Tender- Housekeeping (Office Premises) Services
I/We have carefully studied tender document and places required to be served.
We have also understood the scope of work, services to be provided indicated in the
tender. The above rates are quoted considering the Minimum Wages payable to personnel
as per Central Labour Wages Act and increase in wages during the contract period.

Date: (Signature and Name of the authorized person


of the firm/contractor with office seal)

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Tender- Housekeeping (Office Premises) Services

General Terms and Conditions of Price Bid

1. The Bids shall remain valid for sixty days from the date of opening of Price Bid.

2. The Bids with correction and or overwriting, if not authenticated, will be liable
for rejection.
3. The Price Bid amount is to be inserted in words as well as in figures in the space
provided and in case of discrepancies between prices written in words and prices
written in figures, the prices written in the words shall be considered to be correct.

4. For the purpose of this Housekeeping (Office Premises) Services contract, the
Bidder shall deploy sufficient personnel for services mentioned in scope of work
for carrying out the works strictly as per stipulated frequency/time. Bidder has to
visit the site and assess manpower, material, equipment, machinery, etc. strictly as
per requirement of site irrespective of the area indicated or any variation thereof.
Any dispute in the area/s stated will not be entertained.

5. The rate quoted per month is inclusive of all the types of services and their
frequencies (i.e. irrespective of types of services and their frequencies which may
be daily/monthly/Quarterly/etc.). No separate payment will be made for any type
of the services and frequencies indicated in scope of work. Bidder has take into
account of all these services while quoting his rates.

6. The Bidders shall submit their offers strictly in accordance with the terms &
conditions of the Bid document. Any Bidder that stipulates conditions contrary to
the conditions given in the Bid document is liable for rejection.

7. The rates quoted shall also be inclusive of minimum wage payable to the labour
as per Central Labour Minimum Wage Act, uniform for the labour, tools &
tackles, Excise duty, service tax, VAT charges, Any other applicable tax as per
statute, Transportation, Loading/Unloading of materials, Insurance premium
covering any risk to labour etc. However, applicable GSTshall be paid extra.

8. Bidders shall complete the Price Bid form and shall initial each page of the
document.

9. Time is the essence of the contract and the works must be started within 15 days
from the date of issue of work order. Any Bidder who disagrees with the time
schedule and stipulates a longer period is liable to be rejected.

10. Before quoting the rates, Bidders are requested to visit and examine the site
carefully where the Housekeeping (Office Premises) Services has to be carried
out. They should also carefully examine the Bid Documents, Conditions of
Contract and Specification in regard to scope of work, schedules and the

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Tender- Housekeeping (Office Premises) Services
frequency of work, chemical /material, equipment to be used. In case there
should be or appear to be any ambiguity in or discrepancy between any of the
document, they should immediately refer the matter to the Bank for clarification.

11. Access to inspect the site will be given with prior appointment up to one day prior
to the last date of submission of the tender.

12. The Price Bid is not transferable.

13. The Bank reserves the right to adjust arithmetical or other errors in any Bid in the
way that it considers suitable. Any adjustments so made by the Bank shall be
stated to the Bidder.

14. The Bank does not bind itself to accept the lowest or any Bid and has the right to
accept or reject any Bid without assigning any reason. The Bank's decision in this
regard will be final, conclusive and binding on the Bidders.

15. The payment to the workers engaged by the Bidder should be in conformity with
the provisions of the Minimum Wages Act as per norms laid down by Central
Labour Commissioner (Ministry Of Labour, Government Of India) and paid at the
frequency laid under the law. The payments should be effected on monthly basis.

*****

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Tender- Housekeeping (Office Premises) Services

8. AGREEMENT

THIS AGREEMENT made at []this[] day of []Two Thousand and []

BETWEEN
M/s [•], a company within the meaning of the Companies Act, 2013 and having its registered
office at [•] (hereinafter referred to as "the OS Vendor" which expression shall unless it be
repugnant to the subject, context or meaning thereof shall be deemed to mean and include its
successors and permitted assigns) of the ONE PART
AND
IDBI BANK LIMITED, a company within the meaning of the the Companies Act, 2013 and a
“banking company” within the meaning of Section 5 (c) of the Banking Regulation Act, 1949
and having its registered office at IDBI Tower, WTC Complex, Cuffe Parade, Mumbai – 400 005
(hereinafter referred to as "IDBI Bank" which expression shall unless it be repugnant to the
subject, context or meaning thereof shall be deemed to mean and include its successors and
assigns) of the OTHER PART

Each of the parties mentioned above are hereinafter collectively referred to as "Parties" and individually
as a "Party"

WHEREAS,

1. IDBI Bank being desirous of improving its customer service intends to avail the Services as
hereinafter defined, and for that purpose had floated a Bid Document/ RFP.

2. The OS Vendor who is engaged in the business of providing the Services participated in the Bid and
being successful Bidder desires to provide the Services to IDBI Bank.

3. The OS Vendor has represented to IDBI Bank that it has necessary and requisite experience
and expertise to offer the Services to IDBI Bank and that in terms of its constitutional
documents i.e. Memorandum and Articles of Association, the OS Vendor has the power to
provide the Services.

4. IDBI Bank has accepted the OS Vendor's Bid dated [] and has communicated its acceptance
vide its communication (email/letter) dated [•].

5. As a pre-condition to pursue the above, the Parties are desirous of setting out the understanding and
arrangement between the Parties with respect to the Services and have accordingly, agreed to enter
into this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and
valuable consideration, the receipt and sufficiency whereof hereby acknowledged, the Parties hereto agree
as follows:

1.1 DEFINITIONS

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Tender- Housekeeping (Office Premises) Services
For the purposes of this Agreement, the following terms shall have the meanings set out below.

"Applicable Laws" means, with respect to any Person, all laws, statutes, rules, regulations,
orders, writs, processes, decrees, injunctions, judgments, or awards of an arbitrator, a court or
any other governmental authority, and all governmental authorisations binding upon or
applicable to such Person or to any of its properties or assets.

"Confidential Information" means, (i) IDBI Bank standard/special security procedures and systems
at various locations; (ii) technical or business information or material not covered in (i); (iii)
proprietary or internal information related to customers / constituents / products or services of IDBI
Bank including, financial information, process / flow charts, information related the Services, business
and contractual relationships, information the Parties provide regarding third parties; (iv) information
disclosed pursuant to this Agreement and (v) all such other information which by its nature or the
circumstances of its disclosure is confidential.

"Agreement" means this agreement and all documents attached hereto.

“Applicable Permits” or “Permits” means any waiver, exemptions, building, variance, franchise,
permit, authorizations, approval, license or similar order of or from any Central or State, provincial,
municipal, regional, environmental or other governmental entity, instrumentality, agency, authority,
court, regulatory body or other body having jurisdiction over all or any part of the Services to be
performed pursuant to the terms of this Agreement.

“Fees” means, the amount payable by IDBI Bank to the OS Vendor for the Services rendered by the
OS Vendor and as detailed in Annexure B.

"Good Industry Practice" means the exercise of degree of skill, diligence and prudence which is
expected from a highly skilled, experienced and internationally recognized and reputed OS Vendor
engaged in the same type of undertaking as OS Vendor under similar circumstances and acting
generally in accordance with the prevailing laws, rules, regulations, codes and industry standards.

"Key Personnel" means those of OS Vendor's personnel identified as such by IDBI Bank.

"Person" means any natural person, firm, corporation, company, voluntary association (incorporated
or otherwise), partnership, joint venture, trust, limited organization, unlimited organization, or other
entity.

"Services" means providing Marketing and Support Functions, Lead Generation & Promotional
Activities, Contact Point Verification Activities, General Administration Services, Data Entry and
Document Processing Services and Back Office Support Services and matters related to or incidental
to the foregoing, under this Agreement as described in Annexure A to this Agreement / Section IV of
RFP document.

"Term" shall have the meaning ascribed to it in Clause 13.1

1.2 INTERPRETATION

In construing this Agreement

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

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Tender- Housekeeping (Office Premises) Services

1.2.2 Unless the context otherwise requires, words importing the singular shall include the plural and
the vice versa;

1.2.3 Clause, headings are for reference only and shall not affect the construction or interpretation of
this Agreement;

1.2.4 References to Recitals, Clauses, Exhibits, Annexures and Schedules are references to Recitals,
Clauses, Exhibits, Annexures and Schedules of and to this Agreement;

1.2.5 Whenever the context so demands the references to a Party to this Agreement includes references
to its successors or assigns (immediate or otherwise if so provided in the description of the Parties) of
that party and reference to agreements shall include reference to all the amendments thereto by
whatever manner;

1.2.6 Reference to any Applicable Law includes a reference to such Applicable Laws as amended or
re-enacted from time to time, and any rule or regulation promulgated there under; and

1.2.7 The terms “herein”, “hereof”, “hereto”, hereunder and words of similar purport refer to this
Agreement as a whole.

SCOPE OF SERVICES TO BE PERFORMED AND OR RENDERED


2.1.1 Scope of Services
The OS Vendor shall provide all Services including supervision, assistance, guidance, etc, more
particularly detailed in scope of work mentioned in tender document to this Agreement; and shall
perform all operations and assignments and render all services as may be necessary and incidental to
fulfill its obligations under this Agreement. The OS Vendor shall render the Services to the best of its
ability and in accordance with Good Industry Practice. Further, all Services necessary and required to
satisfactorily fulfill its obligations under this Agreement, shall be deemed to be included in the scope
of Services (Annexure A to this Agreement) of the OS Vendor. The OS Vendor is committed to using
its knowledge, secured control & management system and information database for the purpose and
shall provide IDBI Bank access to the OS Vendor’s knowledge database during the term of
Agreement. The OS Vendor shall facilitate tapping of its pool of employees, consultants, advisors
and analyst during the tenure of the Agreement as may be required.

2.1.2 In rendering the Services to the IDBI Bank, OS Vendor warrants that:
i) It shall observe the best service quality standards and ensure that OS Vendor renders its
obligations to the satisfaction of the IDBI Bank.
ii) Engage requisite number of personnel/Key Personnel for rendering the
Services in an efficient and timely manner.
iii) It shall provide adequately qualified, trained and experienced personnel/Key Personnel to
provide uninterrupted and continued Services during the period of contract
iv) It shall meet the various deadlines and standards as more particularly
mentioned in Annexure A to this Agreement.
v) It shall discuss and review its progress, on a regular basis as and when
required by the Bank.
vi) It shall extend Services during validity period of the Agreement.
vii) It shall comply with all Applicable Laws in connection with the Services.
viii) All personnel/Key Personnel deployed by OS Vendor to IDBI Bank shall
carry identity card provided by the OS Vendor.

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Tender- Housekeeping (Office Premises) Services
ix) It shall provide and render Services, at all times, as per the Good Industry
Practice and abide by the Applicable Laws.
x) It shall maintain utmost confidentiality of the Confidential Information.
xi) It shall comply all Applicable Laws /Applicable Permits including provisions of labour laws,
which are applicable to OS Vendor or personnel/Key Personnel deployed by them and shall be
solely responsible for liabilities arising out of such compliance, non –compliance or
implementation or non-implementation.

2.1.3 If the nature of the Services to be rendered by OS Vendor require the personnel/Key
Personnel to enter the premises of the IDBI Bank, OS Vendor shall:
i. Ensure that the personnel/Key Personnel follow and comply with the instructions (oral or
written or both) issued by the IDBI Bank to the OS Vendor or to personnel/Key Personnel
from time to time in this regard.
ii. Use the area specifically allotted to OS Vendor for rendering the Services and performing its
obligations under this Agreement.
iii. Ensure that the personnel/Key Personnel observe all security guidelines of
the IDBI Bank from time to time.
iv. Keep the fixtures, fittings, equipment and documents and properties of the
IDBI Bank installed at area allotted to OS Vendor, clean and in good condition and shall not
inflict any damage whatsoever to these assets of the IDBI Bank.

2.1.4 OS Vendor and its personnel/ Key Personnel shall comply with all of the IDBI Bank's
standards / security procedures at such locations and shall deal promptly and courteously with the
customers, employees, agents of the Bank.

2.1.5 Observe and perform all such additional conditions, covenants, undertakings that may be made
from time to time by the IDBI Bank in its sole discretion.

2.2 Related Documentation


The OS Vendor will maintain and provide all necessary documentation, registers and records in
connection with the performance of Services and other related documents including for complying
with Applicable Law or any statutory requirements.

PAYMENT OF FEES
Invoicing
(a) IDBI Bank shall pay the Fees to the OS Vendor upon receipt of the OS Vendor’s invoice(s),
raised in accordance with the Billing and Payment Methodology set out in Annexure B.

(b) OS Vendor shall submit its invoice(s) and supporting documents in both soft and hard copy to
the Corporate office of IDBI Bank addressed to the General Manager of the respective
Department where the services are provided.

(c) IDBI Bank and OS Vendor shall mutually agree and fix the payment cycle based on which OS
Vendor will make payment towards salary & other statutory benefits etc. to its persons
deployed in IDBI Bank.

3.2 Payments
In consideration of the Services, IDBI Bank shall make payment through electronic mode, in respect
of the invoices raised and prepared by the OS Vendor as per the provisions of Annexure B. The OS

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Tender- Housekeeping (Office Premises) Services
Vendor shall be responsible for its own as well as its personnel’s income tax. The Fees or the rates
mentioned in Annexure B are comprehensive and inclusive of all duties, levies, taxes, costs, charges
and incidental expenses and are not subject to escalation or any re-openers. Apart from the amounts
computed in accordance with Annexure B, no further sums, charges, fees, costs or consideration of
any nature whatsoever shall be payable by IDBI Bank to OS Vendor in respect of the Services or any
portion thereof. All payments made by IDBI Bank to OS Vendor shall be subject to requisite statutory
deductions. IDBI Bank shall provide to OS Vendor on OS Vendor's request the tax receipts / TDS
Certificates / other certificates in this behalf so as to enable OS Vendor to claim any tax credits.
3.3 Statutory /Legal Compliances

The OS Vendor agrees, undertakes and confirms absolutely, irrevocably, unconditionally that the
entire obligation with regard to:

(i) Payment of minimum wages;


(ii) Payment of bonus;
(iii) Payment of gratuity; and
(iv) Any other statuary remittances, which may be applicable from time to time to the
personnel/Key Personnels engaged by the OS Vendor shall be principally with the OS Vendor and the
OS Vendor shall also be liable for payment to the personnel/Key Personnel engaged by him/them, any
revision in aforesaid laws affected by appropriate Government and liability and duty of IDBI Bank
shall be limited only to the extent of reimbursement of the bills properly raised/payment of fees and
not otherwise. If any liability, obligation, burden, claim or cost are suffered or incurred by IDBI Bank
on account of breach by the OS Vendor of the provisions of this clause, the OS Vendor shall forthwith
reimburse the same to IDBI Bank without any demur or protest whatsoever. The OS Vendor hereby
indemnifies IDBI Bank against any harm or cost or claim incurred or suffered by IDBI Bank due to
breach of the OS Vendor in terms of the obligations herein. The OS Vendor will furnish proof of
compliance of all labour laws requirements including obtaining licenses, filing of monthly/quarterly
and annual returns and any other statutory requirement within 15 days from the due date and furnish
calculations and proof of payments made to all Government/Statutory Authorities under PF, ESIC,
Labour Welfare Fund Act, Payment of Bonus Act, Minimum Wages Act, Payment of Wages Act, etc.,
within 15 days of the statutory time limit allowed under the respective Acts.

3.4 Notwithstanding anything contained in this Agreement or in any other documents(s)


i.) under no circumstances shall IDBI Bank be liable to the OS Vendor for direct, indirect,
incidental, consequential, special or exemplary damages arising from termination of the Agreement,
even if IDBI Bank has been advised of the possibility of such damages, such as, but not limited to, loss
of revenue or anticipated profits or lost business;

ii) IDBI Bank shall not have any liability whatsoever in case of any third party claims, demands,
suit, actions or other proceedings against the OS Vendor or its Personnel or any other person engaged
by the OS Vemdor in the course of performance of the OS Vendor’s obligations under this
Agreement;

4. DISPUTED PAYMENTS & SETOFF

4.1 IDBI Bank reserves the right to dispute /withhold payments / further payment due to the OS Vendor
under this or any other contract if the OS Vendor has not performed the Services in accordance with
the provisions of this Agreement. In the event IDBI Bank disputes payment, IDBI Bank will inform
the OS Vendor of the same in writing, and the Parties will attempt to settle the payment dispute under
the amicable settlement procedures set out herein. If the Parties agree that the Services were not
performed in accordance with this Agreement, then such disputed payment, if any, shall – (i) if already

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paid by IDBI Bank to the OS Vendor be forthwith refunded by the OS Vendor; and (ii) if payable or
outstanding, shall cease to be so payable or outstanding.

4.2 IDBI Bank shall apply any damages or non-conformance compensation or other amounts due or
accrued to IDBI Bank under this Agreement to reduce any amount due or accrued to the OS Vendor
under this Agreement or any other arrangement.

4.3 The OS Vendor shall not reduce any damage or non-conformance compensation or other amount due
or accrued to IDBI Bank under this Agreement (by set-off or otherwise).

5. TAXES

5.1 The OS Vendor, its directors and employees shall be solely liable for the payment of all taxes, duties,
fines, penalties, etc., by whatever name called as may become due and payable under the local, state
and / or central laws, rules and / or regulations as may be prevalent and as amended from time to time
in relation to the Services rendered pursuant to this Agreement.

5.2 Notwithstanding any thing contained in this Agreement, IDBI Bank shall not be liable nor responsible
for collection and / or payment of any such taxes, duties, fines, penalties etc., by whatever name
called, that are due and payable by the OS Vendor under the local, state and / or central laws, rules and
/ or regulations as may be prevalent and as amended from time to time.
6. DISPUTE RESOLUTION MECHANISM

6.1 The Parties shall use their best efforts to amicably settle all disputes arising out of or in connection
with this Agreement in the following manner:

(i) The Party raising the dispute shall address to the other Party a notice requesting an amicable settlement
of the dispute within ten (10) days of receipt of the notice.

(ii) The matter will be referred for negotiation between Chief General Manager – Human Resources of
IDBI Bank and Chief Executive Officer of the OS Vendor. The matter shall then be resolved by them
and the agreed course of action documented within a further period of thirty (30) days.

6.2 The Parties agree that any dispute between the Parties, which cannot be settled by negotiation in the
manner, described in Clause 6.1 hereof, may be resolved exclusively by arbitration and such dispute
may be submitted by either Party to arbitration within thirty (30) days of the failure of negotiations.
Arbitration shall be held in Mumbai and conducted in accordance with the provision of Arbitration and
Conciliation Act 1996 or any statutory modification or re-enactment thereof. Each party to the dispute
shall appoint one (1) arbitrator each and the two arbitrators shall jointly appoint the third or the
presiding arbitrator. The arbitration proceedings shall be conducted in the English language. Subject to
the above, the courts of law at Mumbai alone shall have the jurisdiction in respect of all matters
connected with the Agreement. The arbitration award shall be final and binding upon the Parties and
judgment may be entered thereon, upon the application of either party to a court of competent
jurisdiction. Each party shall bear the cost of preparing and presenting its case, and the cost of
arbitration, including fees and expenses of the arbitrators, shall be shared equally by the Parties unless
the award otherwise provides.

6.3 The OS Vendor shall not be entitled to suspend the provision of the Services, pending resolution of
any disputes between the Parties and shall continue to render the Services in accordance with the
provisions of the Agreement notwithstanding the existence of any dispute between the Parties or the
subsistence of any arbitration or other proceedings.

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6.4 This clause will survive the expiration,cancellation or termination of this Agreement.

7 REPRESENTATIONS & WARRANTY OF THE OS VENDOR


7.1 The OS Vendor Representations & Warranties (Services)
(a) The OS Vendor has the expertise, resources, infrastructure, qualified manpower and information
technology resources to provide the Services and hereby warrants that it shall provide the Services
meeting global quality standards.
(b) The OS Vendor warrants that all Services provided hereunder shall conform to the requirements of
this Agreement and the OS Vendor shall at all times adhere to Good Industry Practices.
(c) The OS Vendor warrants that it has obtained all applicable permissions, licenses, permits and
consents required to provide the Services and the same are valid and subsisting that the Services
shall be provided in compliance with all Applicable Laws and the provision of the Services shall
not result in the breach of any Applicable Laws.
7.2 Remedy of Deficiency in Services
If in the opinion of IDBI Bank, acting reasonably, the Services have not been performed to the
standards as described in Clause 7.1, IDBI Bank shall, have the option to require the OS Vendor to
expeditiously correct any deficiencies in the Services at no cost to IDBI Bank. Deficiencies in Services
shall be determined by reviewing the quality and timeliness of the Services. Deficiencies in Services
that cannot be resolved by the Parties may be resolved under the dispute resolution procedures set
forth in Clause 6 of this Agreement. IDBI Bank shall make reasonable efforts to review the Services
on a monthly basis.
7.3 The OS Vendor Representations & Warranties (Personnel)
(a) The OS Vendor shall furnish personnel with the skills and experience appropriate to satisfy
with the requirements of this Agreement (the "OS Vendor Personnel"). The OS Vendor
Personnel provided under this Agreement shall possess, in the aggregate, a range of skills that
would permit individual OS Vendor Personnel to perform job / assignment and provide the
Services at operating levels as contemplated under the Agreement.

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

(c) The OS Vendor shall engage while providing Service(s) to IDBI Bank persons with good
character and integrity whose backgrounds has been duly verified and who do not have any
criminal record or involvement.
7.4 Number of OS Vendor Personnel
The actual number of the OS Vendor’s employees required to perform the Services, the date of
commencement of the Services and the duration of the Services shall, if not already set out herein or in
the bid documents be mutually determined in accordance with the provisions of this Agreement.

7.5 Changes in OS Vendor Personnel


(a) If IDBI Bank deems any of the OS Vendor Personnel unsuitable, incompetent, dishonest or
uncooperative, it shall without delay, inform the OS Vendor and the Parties shall mutually
consult and discuss the issue. If after such consultations and discussions IDBI Bank still
requires the OS Vendor to remove the concerned person, the OS Vendor shall do so and
supply a replacement for such employee at its own cost and expense.

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(b) The OS Vendor shall not transfer, reassign or remove any of the Key Personnel (except as a
result of voluntary resignation, involuntary termination for cause, illness, disability, or death)
during the specified period without IDBI Bank prior approval, which approval shall not be
unreasonably withheld provided the OS Vendor assuring IDBI Bank that such action will not
have an adverse impact on the OS Vendor’s performance of its obligations under the
Agreement.
7.6 Key Personnel
The OS Vendor shall cause each of the Key Personnel to devote full time and effort, for the Term for
performing the Services.
8. INSURANCE
8.1 The OS Vendor shall maintain at its own expense during the Term, adequate insurance coverage
including but not restricted to, comprehensive general commercial liability insurance coverage,
medical insurance coverage, insurance coverage against physical loss or damage to the OS Vendor’s
Personnel and property, fidelity insurance protecting against employees dishonesty, theft, robbery,
forgery, altered documents and/or other dishonest acts and any other insurance as required by
Applicable Laws and shall ensure that all such insurance policies remain in force and effect during the
provision of the Services by the OS Vendor Personnel.

8.2 IDBI Bank shall have no liability whatsoever for any loss or injury to any individual assigned to
perform the Services under this Agreement or otherwise, while on IDBI Bank's premises or anywhere.
The OS Vendor will be solely liable for the aforesaid.

8.3.1 The OS Vendor undertakes to provide such documentary proof of compliance of this clause as may be
required by the Bank or its authorities.
8.3.2 The OS Vendor shall ensure that all such insurance policies remain in force during the period of this
Agreement.

9. CORPORATE REPRESENTATIONS BY THE OS VENDOR


The OS Vendor represents warrants and covenants that:

9.1 Corporate Standing


It is a limited liability company duly organized, validly existing and in good standing under
the laws of India and is qualified to do business in all jurisdictions in which the nature of the
business conducted by it makes such qualification necessary and where failure so to qualify
would have a material adverse effect on its financial condition, operations, prospects or
business.
9.2 No violation of law: litigation
The OS Vendor is not in violation of any Applicable Laws which violations, individually or in the
aggregate, would affect its performance of any obligations under this Agreement. There are no legal or
arbitration proceedings or any proceedings by or before any governmental or regulatory authority or
agency, now pending or (to the best knowledge of the OS Vendor) threatened against the OS Vendor
which, if adversely determined, could reasonably be expected to have a material adverse effect on the
financial condition, operations, prospects or business of the OS Vendor or its ability to perform the
obligations under this Agreement.
9.3 No Breach
None of the execution and delivery of this Agreement, the consummation of the transactions herein
contemplated or compliance with the terms and provisions hereof will conflict with or result in a
breach of, or require any consent under the charter of the OS Vendor or any applicable law or
regulation, or any order, writ, injunction or decree of any court, or any agreement or instrument or
arrangement to which the OS Vendor is a party or by which it is bound or to which it is subject, or
constitute a default under any such agreement or instrument or arrangement.

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9.4 Corporate Action
The OS Vendor has all necessary power and authority to execute, deliver and perform its obligations
under this Agreement; and the execution, delivery and performance by the OS Vendor of this
Agreement has been duly authorized by all necessary action on its part; and this Agreement has been
duly and validly executed and delivered by the OS Vendor and constitutes legal, valid and binding
obligations of the OS Vendor enforceable in accordance with its terms except as the enforceability
thereof may be limited by winding up proceedings, Bankruptcy, insolvency, reorganization or
moratorium or other similar laws relating to the enforcement of creditor’s rights generally and general
equitable principles.

10. CONFIDENTIALITY AND DISCLOSURES


10.1 The Parties agree that they shall hold in trust any Confidential Information received by either Party,
under this Agreement, and the strictest of confidence shall be maintained in respect of such
Confidential Information. The Parties also agree:

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

(ii) to only make copies as specifically authorized by the prior written consent of the other Party
and with the same confidential or proprietary notices as may be printed or displayed on the
original;

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

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

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

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

(ii) is independently developed by the recipient without breach of this Agreement;

(iii) information in the public domain as a matter of law;

(iv) is received from a third party not subject to the obligation of confidentiality with
respect to such information;

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

The recipient shall have the burden of proving that Clause 10.2 (i) and (ii) above are applicable to the
information in the possession of the recipient.

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10.3 Confidential Information shall at all times remain the sole and exclusive property of the disclosing Party.
Upon termination of this Agreement, Confidential Information shall be returned to the disclosing Party
or destroyed, if incapable of return. The destruction shall be witnessed and so recorded, in writing, by
an authorized representative of each of the Parties.

10.4 In the event that any of the Parties hereto becomes legally compelled to disclose any Confidential
Information, such Party shall give sufficient notice to the other Party to enable the other Party to
prevent or minimize to the extent possible, such disclosure. Neither Party shall disclose to a third party
any Confidential Information or the contents of this Agreement without the prior written consent of the
other Party. The obligations of this Clause shall be satisfied by handling Confidential Information with
the same degree of care, which the receiving Party applies to its own similar confidential information
but in no event less than reasonable care. The obligations of this Clause shall survive the expiration,
cancellation or termination of this Agreement.

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

11. INDEMNIFICATION
11.1 Indemnity by the OS Vendor
The OS Vendor agrees to indemnify and keep indemnified, defend and hold harmless IDBI Bank and
its officers, directors, employees and agents from and against any and all losses, liabilities, claims,
obligations, costs, expenses (including, without limitation, reasonable attorneys’ fees), arising before
or after completion of Services, which result from, arise in connection with or are related in any way to
claims by third parties arising out of or in connection with

(i) the OS Vendor's breach of the representations and warranties specified in this Agreement;

(ii) acts or omissions of, negligence, or misconduct by the OS Vendor ; or

(ii) the fault or negligence of the OS Vendor , its officers, employees, agents, security analysts,
consultants, advisors and/or other representatives;
(iii) Non payment of statutory payments under Applicable Law including labour laws.

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

In no event shall the OS Vendor be liable for claims arising from or in connection with the sole
negligence or misconduct of the party seeking indemnification. Notwithstanding anything contained
herein above, the liability of the OS Vendor under this clause shall not exceed three times of annual
contract value of the Services or the actual claim received/loss incurred by IDBI Bank, whichever is
lower. The amount of claim / actual loss determined by IDBI Bank in this regard shall be final and
binding on the OS vendor.
11.2 Survival of Indemnity
The responsibility to indemnify set forth in this Clause shall survive the termination of this Agreement
for any reason with regard to any indemnity claims arising in relation to the performance hereof.

12. LIABILITY OF THE OS VENDOR


12.1 The OS Vendor shall be liable to IDBI Bank for all or any claims, damages and expenses of any
nature whatsoever arising directly or indirectly from any negligent, dishonest, criminal or
fraudulent act of any individual assigned by the OS Vendor for the performance of the Services under
this Agreement and / or for any loss and / or damage caused to the property of IDBI Bank.

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Notwithstanding anything contained herein above, the liability of the OS Vendor under this clause
shall not exceed three times of annual contract value of the Services or the actual claim received/loss
incurred by IDBI Bank, whichever is lower. The amount of claim / actual loss determined by IDBI
Bank in this regard shall be final and binding on the OS vendor.

12.2 The OS Vendor shall compensate IDBI Bank for any loss and / or damage caused to IDBI Bank, within
fourteen (14 ) days from the date of mishap / incidence, as a consequence of non-compliance of all or
any of the terms of this Clause, for the misconduct or negligence of all or any of its employees,
representatives or any individual assigned for the performance of the Services under this Agreement or
for any direct, special or consequential damages to IDBI Bank as a result of non-performance. In the
event of such a claim for loss or damages being made by IDBI Bank as may be quantified by IDBI
Bank, IDBI Bank shall be entitled to adjust such amounts as claimed against the future or outstanding
payments due to the OS Vendor.

12.3 In the event of this Agreement is terminated consequent to the non- compliance of the provisions of this
Clause, no further liabilities or obligations shall accrue to IDBI Bank except for any charges due and
owing at the time of such termination, for the Services rendered under this Agreement prior to such
termination

12.4 The OS Vendor shall be responsible for compliance of all the Applicable Laws/Applicable Permits and
obligations under this Agreement. Any liability arising under Municipal, State or Central Government
laws and regulations will be the sole responsibility of the OS Vendor and IDBI Bank shall not be
responsible for any such liability. The OS Vendor shall comply with all rules and regulations regarding
safety and security of its Personnel and IDBI Bank shall in no way be responsible in any manner in
case of any mishap to its Personnel.

13. TERM & TERMINATION OF THE AGREEMENT


13.1 Term
This Agreement shall be effective from the date hereof and shall continue to be in full force and effect
for an initial period of two (2) years ("Term") unless terminated earlier by IDBI Bank in accordance
with the provisions below. Thereafter, this agreement may be renewed for a further period (“Renewal
Term”), as decided by mutual agreement of the parties in writing. The Fees for the Services under the
renewed agreement shall be the same as set out herein.
Subject to the above covenants the initial period of two years may be extended for another 1 (one) year
at the discretion of the Bank.

13.2 Termination by IDBI Bank


(a) Either Party shall be entitled to terminate this Agreement at any time by giving a prior written
notice of 90 (ninety) days without prejudice to all rights, liabilities, interests and obligations that have
accrued to the Parties prior to the date of such termination.
(b) Notwithstanding to the above clause, IDBI Bank shall be entitled to terminate this Agreement by
giving a prior written notice of 30 (thirty) days under the following circumstances. The Agreement
shall stand terminated on the expiry of the said period of 30(thirty) days relieving both Parties of their
respective obligations, save such obligations and / or liabilities of the OS Vendor that, by their nature,
survive the termination of this Agreement.

(i) If the OS Vendor fails or refuses to perform the Services in the manner and / or within the
time frames agreed in this behalf or abandons the Services or any part thereof; or

(ii) If the OS Vendor fails to start the required OS Services to the satisfaction of IDBI Bank
within two months of written intimation from the Bank

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(iii) If the OS Vendor delivers non conforming Services, in whole or in part; or

(iv) If the OS Vendor fails to provide adequate assurance of the OS Vendor's ability to meet the
time frames of an assignment forming part of the Services; or

(v) If the OS Vendor, intentionally or unintentionally, disregards or violates any Applicable Laws
or conditions of any applicable permits; or

(vi) If the OS Vendor fails to correct defects and deficiencies in any Services in a timely manner;
or

(vii) If any of the representations or warranties provided by the OS Vendor are found to be false or
incorrect; or

(viii) If the OS Vendor breaches any other material term of this Agreement.

(ix) If a petition for insolvency, winding up or dissolution is filed against the OS Vendor or any
court receiver is appointed as receiver of all or any of the properties / assets of the OS Vendor.

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

(c) In the event of the occurrence of any of the above, IDBI Bank may, at its sole discretion, provide
the OS Vendor with written notice of IDBI Bank's intention to terminate for default. In the event the
OS Vendor does not cure such failure within 7 (seven) days of such notice, IDBI Bank may, by written
notice, forthwith terminate this Agreement.

(d) In the event of the occurrence of any of the above, IDBI Bank may, at its sole discretion engage
the services of another vendor for a temporary period and written intimation of such engagement
shall be given to the OS Vendor which shall be binding on them.

13.3 Consequences of termination

13.3.1 If IDBI Bank elects to terminate this Agreement under the provisions of Clause 13.2 above, the OS
Vendor shall, without prejudice to any other rights or remedies of IDBI Bank in this Agreement or at
law or in equity, do one or more of the following:

(a) As directed by IDBI Bank, promptly hand over all monies, materials, data, information,
documents, floppies, CDs, stationeries, etc. in respect of which IDBI Bank shall have the
right of ownership to and / or possession of under the terms of this Agreement or which
may have been accumulated by the OS Vendor in performing the Services.

(b) Any monies, if paid by IDBI Bank to the OS Vendor as advances prior to any termination,
shall, insofar as they relate to Services not yet rendered by the OS Vendor at the time of
termination, be forthwith refunded by the OS Vendor to IDBI Bank. Upon such
notification of termination, the OS Vendor shall immediately discontinue performance of
the Services (unless such notice of termination directs otherwise).

(c) Notwithstanding anything herein to the contrary, IDBI Bank may withhold payments, if
any, to the OS Vendor for the purposes of set off the amounts owed to IDBI Bank
pursuant to the terms of this Agreement until such time as the exact amount of damages
due IDBI Bank from the OS Vendor is fully determined.

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14. NOTICES
All notices, requests, consents, waivers or other communication required or permitted hereunder shall
be in writing and shall be deemed properly served:

(i) if delivered by hand and received by an authorized employee or officer of the Party, (ii) 3 (three)
days after being given to a reputed courier with a reliable system for tracking delivery, (iii) upon
receipt of confirmation receipt when sent by facsimile; or (iv) 7 (seven) days after the date of dispatch
by certified or registered mail, postage prepaid, return receipt requested; (v) when sent by electronic
mail. All notices and other communication shall be addressed as follows:

In the case of the OS Vendor


(Name of the OS Vendor)
Chief Executive Officer, (Address )
Attn: Shri ____________
Tel:
Fax:
Email:

In the case of IDBI BANK: IDBI BANK LIMITED


General Manager,
HRD, 21st Floor
IDBI BANK Tower, WTC Complex, Cuffe
Parade
Mumbai – 400 005
Attn:
Tel:
Email:

A Party may change its address and / or addressee for notification purposes at any time during the term
hereof by giving the other Party written notice in accordance with the terms hereof and the date on
which such change will become effective.

15 GOVERNING LAW / JURISDICTION

This Agreement and any non-contractual obligations arising out of or in connection with it are
governed by Indian law. The courts of Mumbai have exclusive jurisdiction to settle any dispute arising
out of or in connection with this Agreement (including a dispute relating to the validity or termination
of this Agreement or any non-contractual obligation arising out of or in connection with this
Agreement). This clause will survive the expiration, cancellation or termination of this Agreement

16. PUBLICITY
The OS Vendor or its employees and representatives shall not use the name and / or trademark / logo
of IDBI Bank in any sales or marketing publication or advertisement, or in any other manner without
prior written consent of IDBI Bank.

17 MISCELLANEOUS

17.1 The OS Vendor under this Agreement agrees that in performance of Services under this Agreement,
they will not make or offer to make any payments to or confer, or offer to confer any benefit upon any
employee agent or fiduciary of any third party with the intent of influencing the conduct of such

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employer, agent or fiduciary in relation to the business of such third party, in connection with the
Service(s) to be provided under this Agreement.

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

17.3 Breach of this clause will lead to termination of this Agreement no further liabilities or obligations
shall accrue to IDBI Bank except for any charges due and owing at the time of such termination, for
the Service(s) rendered under this Agreement prior to such termination.
17.4 Subcontracting
The OS Vendor shall not employ the services of any sub contractor directly or indirectly without prior
written approval of IDBI Bank.
17.5 Assignment
(a) This Agreement shall not be assigned either fully or in part by the OS Vendor to any third
party without the prior written consent of IDBI Bank. IDBI Bank may, in whole or in part,
assign this Agreement to any third party without the consent of the OS Vendor.
(b) Nothing contained herein shall prevent the use by or the assignment of this Agreement by
IDBI Bank.
17.6 Relationship between Parties
(a) The OS Vendor is serving as an independent OS Vendor to IDBI Bank hereunder, and this
Agreement creates no partnership, pooling or joint venture relationship between the Parties,
and no employment relationship between IDBI Bank and the employees, consultants,
representatives of the OS Vendor.
(b) The OS Vendor's personnel, employees, consultants, advisors, etc. have no authority / right to
bind IDBI Bank in any manner whatsoever. It is also clarified that the personnel or employees
being provided by the OS Vendor shall be employed solely by the OS Vendor and governed
by terms of the employment entered by the OS Vendor with them, and
(c) OS Vendor shall be solely responsible and liable in the event of any adverse claim of
whatsoever nature made on IDBI Bank by the employees of the OS Vendor.
17.7 Entire Agreement
This Agreement, together with the attachments, and the other bid documents shall constitute the entire
understanding of the Parties concerning the subject matter hereof and supersede any and all prior oral
or written representations, understandings or agreements relating thereto.
17.8 Amendment
No modifications, alterations, amendment or waivers of any provisions herein contained shall be
binding on the Parties hereto unless evidenced in writing signed by duly authorized representatives of
both Parties.
17.9 No Waiver
The failure of either party, at any time during the Term hereof, to require performance by the other
Party of any provision of this Agreement shall in no way affect the full right to require such
performance at any time thereafter. The waiver by either party of a breach of any provision of this
Agreement does not constitute a waiver of any succeeding breach of the same or any other provision,
nor shall it constitute a waiver of the provision itself.
17.10 Severability
If any provision of this Agreement is declared or found to be illegal, unenforceable or void, the Parties
shall negotiate in good faith to agree upon a substitute provision that is legal and enforceable and is as
nearly as possible consistent with the intentions underlying the original provision. If the remainder of
this Agreement is not materially affected by such a declaration or finding and is capable of substantial

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performance, then the remainder shall be enforced to the extent permitted by law.
17.11 Inspection/ Audit
(a) IDBI Bank shall at all reasonable times have access to any site where the OS Vendor are
performing any of the Services and such person shall have the right to inspect such
performance and all documentation related thereto and to make and retain copies of the
aforesaid documentation.
(b) The OS Vendor shall be required to keep complete and accurate records of all the operations
and expenses in connection with the Services provided to IDBI Bank. All such records shall be
kept on file by the OS Vendor for a minimum period of 3 (three) years from the date of the
transaction. However the Bank may consider taking over the records from the Vendor from
time to time at its sole discretion.
(c) The OS Vendor shall, co-operate with IDBI Bank’s, internal or external auditor to assure a
prompt and accurate audit. The OS Vendor shall also co-operate in good faith with IDBI
Bank to correct any practices which are found to be deficient as a result of any such audit
within a reasonable time after receipt of IDBI Bank 's audit report. Such audits or reviews
will be at the expenses of IDBI Bank. However, if the audit discovers discrepancies or
overcharges, then upon completion of such audit or review, the OS Vendor shall be bound and
liable to reimburse to IDBI Bank such discrepancies or overcharges and for the cost of the
audit.
(d) In no event shall IDBI Bank be liable for any indirect, special or consequential damages which
may arise under this Agreement
(e) In the event of Reserve Bank of India (RBI) deciding to take up inspection of the services,
RBI shall have all the rights of IDBI Bank under this contract for inspection/ audit and OS
Vendor shall cooperate with RBI/ IDBI Bank to carry out the inspection/ audit
17.12 Setoff
IDBI Bank may deduct or retain out of any monies, which may be due or become due to the OS
Vendor hereunder or otherwise, any amounts owed by the OS Vendor to IDBI Bank hereunder or
otherwise.

17.13 Headings
The headings given to the Clauses herein are inserted only for convenience and are in no way to be
construed as part of this Agreement or as a limitation of the scope of the particular Clause to which the
title refers.
17.14 Survival
Any provisions of this Agreement which, either expressly or by implication, survive the termination or
expiration of this Agreement, shall be complied with by the Parties in the same manner as if the
present Agreement is valid and in force.

18. Penalty

The OS Vendor shall be liable to pay monetary penalties to IDBI Bank for delayed services, deficient
services, or inadequate services or interruption in the services for reasons attributable to the OS
Vendor. It is agreed that IDBI Bank will have sole discretion to decide the quantum of penalty. It is
clarified that penalties imposed under and pursuant to this clause from time to time shall not in any
case exceed contract value. This clause will survive the expiration, cancellation or termination of this
Agreement.

19. Compliance with RBI and other Regulatory requirements

IDBI Bank / OS Vendor shall individually obtain the necessary regulatory and statutory approvals
from the RBI or other regulatory/statutory bodies, if any required, for the Services. Any demand for
information regarding any of the matters to the extent mutually agreeable under this Agreement called

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for by the RBI or any other regulatory body shall be promptly responded to by the concerned Party.
The OS Vendor undertakes to comply all the statutory and regulatory requirements under the
Applicable Laws in connection with Services including Labour and Industrial Laws. All RBI
guidelines on outsourcing shall ipso-facto form integral part of this Agreement and should be read as
forming part of this Agreement and the Agreement will stand amended to be in conformity with RBI
guidelines or guidelines applicable issued by any other Regulator.
20. Statutory Requirements and Right of inspection by RBI
a) The Agreement will be executed by abiding laws and the directive, instructions, guidelines issued by
the Regulators (including RBI) and competent authority from time to time. During the tenure of the
Agreement nothing shall be done by the OS Vendor in contravention of any law, act and/ or
rules/regulations, there under or any amendment thereof governing inter-alia customs, foreign
exchange, etc., and shall keep IDBI Bank, its directors, officers, employees, representatives, agents
and consultants indemnified in this regard.
b) During the tenure of the Agreement, Reserve Bank of India or one or more of its officers or any
person authorized by it shall have the right to inspect the books and account of the OS Vendor
including but not limited to the documents provided by IDBI Bank, record of transactions, and other
necessary information given to, stored or processed by the OS Vendor within a reasonable time. The
OS Vendor shall preserve the information, documents and records in accordance with the legal,
statutory, regulatory obligations as per applicable laws.
c) The OS Vendor shall ensure that it has contingency plan in place for its business continuity by having a
robust framework for documenting, maintaining and testing business continuity and recovery
procedures. The same shall be periodically test by the OS Vendor. IDBI Bank may also consider
occasional joint testing and recovery exercise with the OS Vendor.
21. Ownership and Retention of Documents
a) IDBI Bank shall own the documents, prepared by or for the OS Vendor arising out of or in
connection with the Agreement.

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

c) The OS Vendor shall not, without the prior written consent of IDBI Bank store, copy, distribute or
retain any such documents.

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

22. Opening a Current account

The OS Vendor 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.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed on the date, month
and year hereinabove written

SIGNED AND DELIVERED BY )


the within named OS VENDOR ……… )
)

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In the presence of : )

SIGNED AND DELIVERED BY )


the within named )
IDBI BANK LIMITED )

In the presence of:


)

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9. DEED OF INDEMNITY

This Deed of Indemnity executed at Mumbai on the [●] day of [●] 2018 by

M/s. [●], the OS Vendor, a company within the meaning of the Companies Act 1956 and having its
Registered Office at [●] (hereinafter called “the Obligor” which expression shall unless it be
repugnant to the subject, context or meaning thereof shall be deemed to mean and include its
successors)

IN FAVOUR OF

IDBI BANK LIMITED, a company within the meaning of the Companies Act, 2013 (18 of 2013) and a
“banking company” within the meaning of Section 5 (c) of the Banking Regulation Act, 1949 (10 of 1949) and
having its registered office at IDBI Tower, WTC Complex, Cuffe Parade, Mumbai – 400 005 (hereinafter
referred to as "IDBI Bank " which expression shall unless it be repugnant to the subject, context or meaning
thereof shall be deemed to mean and include its successors and assigns).

WHEREAS

1) The Obligor has

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

b) Represented and warranted that they have all permissions, consents, approvals from all authorities,
both regulatory and non-regulatory, for performing / rendering the Services to IDBI Bank
contemplated under the said documents and further represented and warranted that the Services
offered to the IDBI Bank do not violate any provisions of the applicable laws, regulations or
guidelines including legal, environmental under the various labour and industrial laws. In case there is
any violation of any law, rules or regulation, which is capable of being remedied, the same will be got
remedied immediately during the period of rendering the Services / tenure of the Agreement to the
satisfaction of IDBI Bank;
c) Represented and warranted that they are authorized and legally eligible and otherwise entitled and
competent to enter into such contractual arrangement(s) with IDBI Bank under the said documents;
relying and based on the aforesaid representations and warranties of the Obligor, IDBI Bank has
agreed to avail the Services of the Obligor on the terms and conditions contained in Agreement with
the Obligor;

One of the conditions of the Agreement / the said documents is that the Obligor is required to furnish
an indemnity in favour of IDBI Bank indemnifying the latter against any loss, damages or claims
arising out of any violations of the applicable laws, regulations, guidelines during the rendering /
performing of the Services envisaged under the said documents as also for breach committed by the
Obligor on account of misconduct, omission and negligence by the Obligor.

In pursuance thereof, the Obligor has agreed to furnish an indemnity in the form and manner and to the
satisfaction of IDBI Bank as hereinafter appearing;

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NOW THIS DEED WITNESSETH AS UNDER:-

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

a) The Obligor shall, at all times hereinafter, save and keep IDBI Bank harmless and indemnified,
including its respective directors, officers, agents, representatives, and employees, etc. and keep them
indemnified from and against any claim, demand, losses, liabilities or expenses of any nature and kind
whatsoever and by whomsoever made in respect of the Services or the said documents and any
damage caused from and against all suits and other actions that may be threatened, instituted, taken or
preferred against IDBI Bank including its respective directors, officers, agents, representatives, and
employees, etc by whomsoever and all losses, damages, costs, charges and expenses that IDBI Bank
including its agents, representatives and employees, etc may incur by reason of any claim / demand
made by any claimant for any reason whatsoever or by anybody claiming under them or statutory
authorities 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 labour laws, regulations, guidelines and also from the damages, if any, arising from
fraudulent or criminal acts as well or any omissions, which may occur while performing the Services
or otherwise under the said documents.
b) The Obligor further agrees and undertakes that the Obligor shall, during the contractual arrangements
under the said documents, ensure that all the permissions, authorizations, consents are obtained from
the local and / or municipal and/or governmental authorities, as may be required under the applicable
laws, regulations, guidelines, orders framed or issued by any appropriate authorities.

c) If any additional approval, consent or permission is required by the Obligor to execute and perform the
Agreement or Services under the said documents, they shall procure the same and / or comply with the
conditions stipulated by the concerned authorities without any delay.

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

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

f) Notwithstanding anything contained herein above, the liability of the OS Vendor under this clause
shall not exceed three times of annual contract value of the Services or the actual claim received/loss
incurred by IDBI Bank, whichever is lower. The amount of claim / actual loss determined by IDBI
Bank in this regard shall be final and binding on the OS vendor.

2) This indemnity shall survive the Agreement.

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

4) This indemnity shall be governed by, and construed in accordance with, the laws of India. The Obligor
irrevocably agrees that any legal action, suit or proceedings arising out of or relating to any of this

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indemnity may be brought in the Courts / Tribunals at Mumbai. Final judgment against the Obligor in any
such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, by suit
on the judgment, a certified copy of which shall be conclusive evidence of the judgment, or in any other
manner provided by law. By the execution of this indemnity, the Obligor irrevocably submits to the
exclusive jurisdiction of such Court / Tribunal in any such action, suit or proceeding.

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

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

Signed and Delivered on behalf of )


[●] )
by the hand of [●], )
[●], the authorised official )
of the Obligor )

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