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iDBI Housekeeping
iDBI Housekeeping
TENDER DOCUMENT
FOR
AT
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.
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
INDEX
SL.
Particulars Page No.
No.
2. Eligibility criterion 7
3. Scope of work 8
5. Forwarding letter 30
6. Application form 31
7. Price Bid 34
8. Agreement 39
9. Deed of Indemnity 56
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.
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:
b. One sealed envelope super scribed “Price Bid (Part-B) - Tender for
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.
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.
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.
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.
*****
2. ELIGIBILITY CRITERIA
4. Minimum Annual turnover of the bidder during last 3 financial years ending
March 31, 2020 should be at least Rs.50.00 lakhs.
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.
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.
*****
4. Equipments to be used
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.
*****
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.
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
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
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
Jawaharlal Nehru Institute of Banking and Finance Page 16
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,
Jawaharlal Nehru Institute of Banking and Finance Page 17
Tender- Housekeeping (Office Premises) Services
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.
(ii) The personnel deployed shall be of good health and moral character, well
Jawaharlal Nehru Institute of Banking and Finance Page 18
Tender- Housekeeping (Office Premises) Services
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.
(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
(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.
(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:
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.
(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.
(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.
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.
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
Jawaharlal Nehru Institute of Banking and Finance Page 22
Tender- Housekeeping (Office Premises) Services
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.
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
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).
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.
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.
(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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Tender- Housekeeping (Office Premises) Services
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
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.
Jawaharlal Nehru Institute of Banking and Finance Page 26
Tender- Housekeeping (Office Premises) Services
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.
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.
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.
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.
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.
*****
5. FORWARDING LETTER
To
The General Manager
Jawaharlal Nehru Institute of Banking and Finance
2-53/2, Gachibowli
Hyderabad – 500032
Dear Sir,
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,
6. APPLICATION FORM
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).
EXPERIENCE
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
7. PRICE BID
ADDRESS: - -…..…………………………………………….…
………………………………………...…..
………………..………………………..……
Annexure A
Price Bid
A. Price
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.
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
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.
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.
*****
8. AGREEMENT
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
"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.
“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.
1.2 INTERPRETATION
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;
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.
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.
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.
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
The OS Vendor agrees, undertakes and confirms absolutely, irrevocably, unconditionally that the
entire obligation with regard to:
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;
4.1 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
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.
6.4 This clause will survive the expiration,cancellation or termination of this 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.
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.
(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;
(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.
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) 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.
12.2 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.
(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
(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.
13.3.1 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.
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:
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.
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
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
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.
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
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.
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
In the presence of : )
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
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;
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.
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
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.