RFP for the Risk Management Systems for IIFCL Ref … for the Risk Management Systems for IIFCL Ref No. IIFCL/2014-15/Risk/1 1. Back Ground:- India Infrastructure Finance Company Limited

RFP for the Risk Management Systems for IIFCL Ref No. IIFCL/2014-

15/Risk/1

1. Back Ground:-

India Infrastructure Finance Company Limited (IIFCL) is a public limited

company registered under the Companies Act, 1956. The entire equity of IIFCL

is held by Govt. of India and is also recognized as a Public Financial Institution.

Further IIFCL is registered as NBFC-IFC under RBI. IIFCL was set up as a

special purpose vehicle to provide long term infrastructure finance as per

Scheme for financing viable infrastructure projects (SIFTI) through a Special

Purpose Vehicle called India Infrastructure Finance Company Limited. As per

its mandate, IIFCL provides infrastructure finance through direct lending, take

out finance and refinancing in compliance with SIFTI. IIFCL to meet its

business requirements is raising the funds through Domestic Market

borrowings, Multilateral and Bilateral Institution etc. To mitigate the market

and ALM risk arising through these portfolios, IIFCL has been hedging its

portfolio.

IIFCL intends to appoint Consultant Firm to provide advisory services for

period of Six months as “Risk Management System Advisors” for procurement

of Software for Market Risk, Credit Risk, Asset Liability Management (ALM)

and Operational Risk.

2. Scope of Work:-

The Consultant would be required to advice IIFCL on the following:

i. Study the existing systems/softwares at IIFCL as regards policies and

procedures for Integrated/Enterprise Risk Management.

ii. Review the present Credit Risk Management (CRM) systems,

structures and practices and prepare a gap report with regard to the

CRM system as required by the regulatory/prudential guidelines/

industry best practices and any other updates/notifications from

Regulators.

iii. Review the present Asset Liability Management (ALM) system and

Market Risk Management (MRM) systems, structures and practices in

IIFCL, and prepare a gap report in respect of MRM & ALM System

vis-a-vis the regulatory guidelines / industry best practices and any

other updates/notifications from Regulators.

2

iv. Review the present Operational Risk Management (ORM) systems,

structures and practices and prepare a gap report with regard to the

ORM system as required by the regulatory/prudential guidelines/

industry best practices and any other updates/notifications from

Regulators.

v. Prepare Gap Analysis report covering

a) Suggest modifications/improvements/enhancements in the

existing systems

b) Risk measurement tools/software’s covering Credit Risk,

Market Risk, ALM and Operational Risks.

vi. The Consultant will advise IIFCL in procurement of system software

for Credit Risk, Market Risk, ALM and Operational Risks and also

develops tools for arriving at the Risk Adjusted Return on Capital

(RAROC). Design and implement processes that may be required for

enabling IIFCL to implement the Integrated/Enterprise Risk

Management System (IRMS) in IIFCL in line with applicable NBFC-

IFC prudential norms/best industry practices for infrastructure sector.

The consultant shall conduct training modules to familiarize the staff

of IIFCL with the various manuals, systems and procedures proposed

by the consultant under this assignment.

The consultant will develop RFP for selection of software on the basis of

approved GAP report covering the following Integrated/Enterprise Risk

Management modules:

1. Credit Risk Management:

Formulate a plan for addressing each of the gaps as observed in CRM system

and suggest modifications/improvements/enhancements in CRM (Credit Risk

Management) Systems/Software’s for adoption in IIFCL. The following to be

covered in CRM for development of RFP for software selection:

Credit risk Measurement

Credit Rating/Risk Assessment and Analytics

Risk based Pricing

Credit Limit Management

Credit Risk Monitoring & Mitigation

Credit Risk Capital Requirement

Management Information System (MIS)

Credit VaR

Stress Testing

3

2 ALM & Market Risk Management:

Formulate a plan for addressing each of the gaps as observed in ALM &

Market Risk Management System and suggest

modification/improvements/enhancements in ALM & MRM (Market

Risk Management) Systems/Software’s for adoption in IIFCL.

The following to be covered for development of RFP for software

selection:

a) Asset Liability Management

Generation of ALM Reports

ALM Functionalities

Customization and Flexibility

Data Management

b) Market Risk Management

Market Risk Management System

Scenario Analysis and Stress testing

Capital Computation for Market Risk

Exposure monitoring and reporting

3 Operational Risks:

Formulate a plan for addressing each of the gaps as observed in Systems

and suggest modifications/improvements/enhancements in ORM

(Operational Risk Management) Systems/Softwares for adoption in

IIFCL.

Capital Computation for Operational Risk

Operational Risk due to Subsidiaries of IIFCL

vii. The consultant will assist IIFCL in Vendor Evaluation, Selection and

monitor the implementation progress.

Development of vendor evaluation metrics.

Assisting in preparing pre-bid responses

Handling pre-bid queries from the bidders

End to end evaluation of all the bids.

Status reporting to all the stakeholders on bid evaluations including any

issues.

Reporting results of bids’ evaluations for taking decision

4

Documentation of all bid evaluation process

1. Reporting and Review

a. The Employee/Representative of the Consultant firm will report

to General Manager (Risk) of IIFCL.

b. There would be a review meeting twice in a month.

c. Special Advice reports related to resources, market conditions

& notifications to be prepared time to time.

2. Bid Criteria

The Bids may be submitted to IIFCL in two separate sealed Envelopes

labeled as “Technical Bid for the assignment of Risk Management System

Advisors” and the “Financial Bid for the assignment of Risk Management

System Advisors” addressed to :-

Mr. Surinder Yadav (Assistant Manager)

India Infrastructure Finance Company Limited

8th

Floor, Hindustan Times House

18&20, K.G. Marg

New Delhi-110001

Phone: 011-23450298/225

Fax: 011-23766256

Unsealed envelope or Bids not submitted in separate sealed envelopes will be

rejected.

Financial Bids will be evaluated only of those bidders who will qualify in the

technical bid.

The bids (both Technical & Financial bid) shall be submitted by hand or

through post/courier so as to reach IIFCL office on or before December 15,

2014. Mailing of the bid will be solely at the risk of the bidder and IIFCL will

not be responsible for any postal/transit delay. Offers sent through email/ fax

shall not be considered. Offers received after the aforesaid date and time will

not be considered. The technical bids submitted shall be opened 11 a.m on

December 29, 2014 in the presence of the bidders/ their authorized

representatives, if any, who desire to be present.

5

The Evaluation of the bids will be done on Technical and Financial

Parameters:-

a. Technical Bid: - The Technical Bids will be evaluated on the basis of

experience in Risk Systems (Credit Risk, Market Risk, ALM and

Operational Risk) with reputed Bank/FI/NBFC/PSU and Private Sector

Companies. The consultants should have an advisory experience of at

least three years with reputed Bank/FI/NBFC/PSU and Private Sector

Companies. The consultant should be supported by team experienced

in Credit Risk, Market Risk, ALM and Operational Risk. The

consultant will be required to make a presentation before IIFCL as a

part of the technical criteria. The bidders would be required to attach

the supporting documents and certificates with the Bid document for

the technically qualifying purpose.

The detailed allocation of technical parameters is as follows:-

Sub Criteria for the evaluation of the Technical and Financial Bids.

a. Technical Bids:-

Sr.

No.

Evaluation Parameters Max

Marks

Scoring

Methodology

A. Experience in Risk Management Consultancy for CRM / MRM / ORM

/ ALM / Stress Testing, Early Warning Signals (In the given bid

evaluation criteria, each of the criteria must have been covered in the

bidder’s experience details)

1 Five or more Scheduled Commercial

banks in India including at least one

private sector and public sector bank in

India

25

2 Four Scheduled Commercial banks in

India including at least one private

sector and public sector bank in India

20

3 Three Scheduled Commercial banks in



15

4 Two Scheduled Commercial banks in



10

5 One Scheduled Commercial banks in 5

6

Sr.

No.

Evaluation Parameters Max

Marks

Scoring

Methodology

India

Sub-Total (A) (Maximum 25) 25

B. Experience in Risk Management Consultancy Project for Enterprise

Risk Management in India

1 Completed or under Project in progress

in at least One or more Scheduled

Commercial banks in India

20

Sub-Total (B) (Maximum 20) 20

C. System Requirement Analysis, End to end Vendor Selection Process

and System Implementation for Credit Risk, Market Risk, ALM and

Operational Risks

1 Three and More Scheduled Commercial

banks in India including at least one

private sector and public sector bank in

India

30

2 Two Scheduled Commercial banks in



20

3 One Scheduled Commercial banks in

India

10

Sub-Total (C) (Maximum 30) 30

D. People

1 More than 30 15

2 More than 20 but up to 30 10

3 Up to 20 5

Sub-Total (D) (Maximum 15) 15

E. Technical Presentation

1 Presentation should include project

approach and methodology, project

management, team introduction and

quality of resources, discussion on key

credentials.

10

Sub-Total (E) (Maximum 10) 10

TOTAL MARKS (A + B + C+D+E) 100

Note:

a) Banks exclude RRBs and Cooperative Banks

7

b) The Bidder is required to provide documentary evidence for each of the

above criteria and the same would be required on the client’s letter head in case

of credentials

c) Based on the technical evaluation criteria, each bidder will be given certain

marks. Only those bidders scoring 75% (75 marks out of 100) or above in the

technical evaluation will be short-listed for commercial evaluation.

d) IIFCL may at its sole discretion seek clarifications/ additional information

from the bidders during the evaluation of Technical Bids.

b. Financial Bid: - Financial Bids will be considered only of those bidders who

will qualify the technical criteria. The bidders with the minimum score of 60

marks in the technical bid will be qualified for the Financial Bids Evaluation.

c. Overall Criteria for the award of contract:- A weightage of 60% in overall

selection will be given to Technical Criteria. Final score may be arrived as

follows:-

Individual Score: - F Low/ F Bid * 0.40+ T Bid/T High*0.60

Where:-

F Low: - Lowest Financial Bid received among Eligible bidders.

F Bid: - Individual Financial Bid of the bidder.

T Bid: - Individual Technical Bid of the Bidder.

T High: - Highest Technical Bid scored among the bidders.

The bidder with highest score (combining both of above factors) becomes the

highest evaluated bidder for the award of contract; the bidder with the second

highest score will be ranked second and so on.

1. Duration:-

1.1 The duration of the assignment will be for six month which may be

extended for further one year at the sole discretion of IIFCL. However,

IIFCL reserves the right to terminate the contract with 30 days prior

notice at any time during the assignment duration without stating any

reason thereof or in case the consultant/advisors are in breach of contract

terms and conditions. Further the consultant/ advisors may not resign

from the consultancy or terminate the assignment for the period of initial

one year failing which would be regarded as breach of contract terms and

conditions.

8

2. Other terms:-

2.1 The bidders will be required to submit the pre-bid agreement duly signed

and Stamped along with the Bid document as per Annexure A and

Annexure B.

2.2 The law which is to apply to the Contract(s) and under which the

Contract(s) is to be constructed shall be Indian Law. The Courts of Delhi

shall have exclusive jurisdiction in all the matters arising in the Contract

including execution of Arbitration Award.

2.3 IIFCL reserves the right to cancel the whole process at any point of time

without stating any reason and incurring any financial obligation thereto.

2.4 The bidders will be required to provide a certificate cum declaration of

no conflict of interest as per Annexure C.

2.5 The Bid would be valid for a period of Six months from the last date of

submission of the Bid.

2.6 After selection the bidders will be required to submit a Performance

Bank Guarantee for 10% of the Annual Fee to be paid to consultants for

the above mentioned Assignment. The format of the same is specified in

this reference document.

2.7 The consultants will be paid on quarterly basis in arrears.

2.8 The contracts and the agreement required to be submitted by the

consultancy firm has been enclosed as a part of this reference document

from Annexure A to Annexure D.

3. For any other query, kindly contact:

Surinder Yadav (Assistant Manager)

India Infrastructure Finance Company Limited

8th

Floor, Hindustan Times House

18&20, K.G. Marg

New Delhi-110001

Phone: - 011-23450225/298

Fax: - 011-23766256

9

Annexure A

CONFIDENTIALITY - CUM - NON DISCLOSURE

AGREEMENT

This Confidentiality - cum - Non Disclosure Agreement is entered into at New Delhi on

this ______________ day of, ____________ 2014, between

INDIA INFRASTRUCTURE FINANCE COMPANY LIMITED, having its Registered Office

at 8th

Floor, Hindustan Times Building, Kasturba Gandhi Marg, New Delhi - 110001

represented through its authorised officer (hereinafter called the “Service Receiver”) and

________________________ Ltd. having its Registered Office at

_________________________________________________ (hereinafter called the “Service

Provider”).

The Service Receiver is a Government of India Undertaking, has been set up as a

Government Company under Section 617 of the Companies Act. 1956.

The Service Provider inter-alia, engaged in the business of

………………………………...And whereas the Service Receiver has selected the Service

Provider through the bidding process for ……………………………………………………

as defined in this Contract (hereinafter called the “Services”);

The Service Provider and the Service Receiver would be having discussions and meetings

during execution of the assignment of _______________________________ as per

Contract dated_______________, 2014 (hereinafter referred to as `Contract'). In the

course of such discussions and execution of the said assignment, it is anticipated that

Service Provider may disclose or deliver to the Service Receiver or vice versa certain of its

trade secrets or confidential or proprietary information for the purpose of enabling the

Service Receiver to evaluate the feasibility of such a business relationship. The parties

have entered into this Agreement, in order to assure the confidentiality of such trade

secrets and confidential and proprietary information in accordance with the terms of this

Agreement. As used in this Agreement, the party disclosing Proprietary Information (as

defined below) is referred to as the `Disclosing Party' and will include its affiliates and

subsidiaries, the party receiving such Proprietary Information is referred to as the,

`Recipient', and will include its affiliates and subsidiaries.

Now this Agreement witnesses: -

1. Proprietary Information: As used in this Agreement, the term `Proprietary

Information' shall mean all trade secrets or confidential or Proprietary Information

designated as such in writing by the Disclosing Party, whether by letter or by the

use of an appropriate prominently placed Proprietary stamp or legend, prior to or

at the time such trade secret or confidential or Proprietary Information is disclosed

by the Disclosing Party to the Recipient. Notwithstanding the forgoing,

information which is orally or visually disclosed to the recipient by the Disclosing

10

Party or is disclosed in writing unaccompanied by a covering letter, proprietary

stamp or legend, shall constitute proprietary information if the disclosing party,

within 10 (ten) days after such disclosure, delivers to the Recipient a written

document or documents describing such Proprietary Information and referencing

the place and date of disclosure and the names of the employees or officers of the

Recipient to whom such disclosure was made.

2. Confidentiality:

a) Each party shall keep secret and treat in strictest confidence all confidential

information it has received about the other party or its customers and will not

use the confidential information otherwise than for the purpose of performing

its obligations under this Agreement in accordance .with its terms and so far as

may be required for the proper exercise of the Parties' respective rights under

this Agreement.

b) The term `confidential information' shall include all written or oral`

information (including information received from third parties that the

`Disclosing Party' is obligated to treat as confidential) that is (i) clearly

identified in writing at the time of disclosure as confidential and in case of oral

or visual disclosure, or (ii) that a reasonable person at the time of disclosure

reasonably would assume, under the circumstances, to be confidential.

Confidential information shall also include, without limitation, software

programs, technical data, methodologies, know-how, processes, designs, new

products, developmental work, marketing requirements, marketing plans,

customer names, prospective customer names, customer information and

business information of the `Disclosing Party'.

3. Non-Disclosure of Proprietary Information: For the period during the Agreement

or its renewal, the Recipient will:

(a) Use such Proprietary Information only for the purpose for which it was

disclosed and without prior written authorization of the Disclosing Party shall

not use or exploit such Proprietary Information for its own benefit or the

benefit of others.

(b) Protect the Proprietary Information against disclosure to third parties in the

same manner and with the reasonable degree of care, with which it protects its

confidential information of similar importance: and

(c) Limit disclosure of Proprietary Information received under this agreement to

persons within its organization and to those 3rd party contractors performing

tasks that would otherwise customarily or routinely be performed by its

employees, who have a need to owe such Proprietary Information in the course

of performance of their duties and who are bound to protect the confidentiality

of such Proprietary Information.

11

4. Limit on Obligations: The obligations of the Recipient specified in clause 3 above

shall not apply and the Recipient shall have no further obligations, with respect to any

Proprietary Information to the extent that such Proprietary Information:

a) is generally known to the public at the time of disclosure or

becomes generally known without any wrongful act on the part of

the Recipient,

b) is in the Recipient's possession at the time of disclosure otherwise

than as a result of the Recipient's breach of a legal obligation;

c) becomes known to the Recipient through disclosure by any other

source, other than the Disclosing Party, having the legal right to

disclose such Proprietary Information is independently developed

by the Recipient without reference to or reliance upon the

Proprietary Information; or

d) Is required to be disclosed by the Recipient to comply with

applicable laws or governmental regulation, provided that the

recipient provides prior written notice of such disclosure to the

Disclosing Party and, takes reasonable and lawful actions to avoid

and/or minimize the extent of such disclosure.

5. Return of Documents: The Recipient shall, upon the request of the Disclosing Party,

in writing, return to the Disclosing Party all drawings, documents and other tangible

manifestations of Proprietary Information received by the Recipient pursuant to this

Agreement (and all copies and reproductions thereof) within a reasonable period. Each

party agrees that in the event it is not inclined to proceed further with the engagement,

business discussions and negotiations, or in the event of termination of this

Agreement, the Recipient party will promptly return to the other party or with the

consent of the other party, destroy the Proprietary Information of the other party.

6. Communications: Written communications requesting or transferring Proprietary

Information under this Agreement shall be addressed only' to the respective designees

as follows (or to such designees as the parties hereto may from time to time designate

in writing)

Term: The obligation pursuant to Clause 2 and 3 (Confidentiality and Non-Disclosure of

Proprietary Information) will survive for ___ years following the of the Agreement

dated _________________

Nothing herein contained shall be construed as a grant by implication, estoppel, or

otherwise or a license by either party to the other to make, have made, use or sell any

product using Proprietary Information or as a license under any patent, patent

12

application, utility model, copyright or any other industrial or intellectual property right

covering same.

7. Damages: The provisions of this Agreement are necessary for the protection of the

business goodwill of the parties and are considered by the parties to be reasonable for

such purposes. Service Provider agrees that any breach of this Agreement will cause

substantial and irreparable damages to the other party and, therefore, in the event of

such breach, in addition to other remedies, which may be available, the service

provider on violating the terms of Agreement shall be liable for the entire loss and

damages on account of such disclosure. The Service Provider agrees to indemnify the

other against loss suffered due to breach of contract and undertakes to make good the

financial loss caused directly or indirectly by claims brought about by its customers

or by third parties.

8. Miscellaneous

a) This Agreement may not be modified, changed or discharged, in whole

or in part, except by a further Agreement in writing signed by both the

parties.

b) This Agreement will be binding upon and ensure to the benefit of the

parties hereto and it also includes their respective successors and assigns

c) The Agreement shall be construed and interpreted in accordance with the

laws prevailing in India.

d) The Courts of Delhi shall have exclusive jurisdiction in all the matters

arising in the Contract including execution of Arbitration Award.

IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be signed in their

respective names as of the day and year first above written.

For and on behalf of India Infrastructure Finance Company Limited

Witness:

Name:

Address:

For and on behalf of Service Provider

Witness:

Name:

Address:

13

Annexure B

PRE BID INTEGRITY PACT

General

This pre-bid pre-contract Agreement (hereinafter called the Integrity Pact) is made on

_______day of the __________________ month of 2014, between, on one

hand, India Infrastructure finance Company Limited , a company incorporated under

the Companies Act, 1956 with its Registered Office at 8th

Floor, “H.T. Building”, 18 & 20

, Kasturba Gandhi Marg, New Delhi – 110 001 , acting through its authorized officer ,

(hereinafter called the "SERVICE RECEIVER", which expression shall mean and include,

unless the context otherwise requires, his successors in office and assigns) of the

First Part and M/s ____________________________represented by Shri

___________________________________________ (hereinafter called the "BIDDER"

Which expression shall mean and include, unless the context otherwise requires, his

successors and permitted assigns) of the Second Part.

WHEREAS the SERVICE RECEIVER proposes to procure the consultancy services and

BIDDER is willing to offer/has offered the services and

WHEREAS the BIDDER is a private company/public company/Government

undertaking/Partnership, constituted in accordance with the relevant law in the matter

and the SERVICE RECEIVER is a PSU performing its functions as a registered

Public Financial Institution regulated by RBI in terms of SIFTI.

NOW, THEREFORE,

To avoid all forms of corruption by following a system that is fair, transparent and free

from any influence/prejudiced dealings prior to, during and subsequent to the tenor of

the contract to be entered into with a view to :-

Enabling the SERVICE RECEIVER to obtain the desired services at a competitive price

in conformity with the defined specifications by avoiding the high cost and the

distortionary impact of corruption on public procurement, and

Enabling BIDDERs to abstain from bribing or indulging in any corrupt practice in

order to secure the contract by providing assurance to them that their competitors will

also abstain from bribing and other corrupt practices and the SERVICE RECEIVER will

commit to prevent corruption, in any form, by its officials by following

transparent procedures.

The parties hereto hereby agree to enter into this Integrity Pact and agree as follows:

14

1. Commitments of BIDDERS

1.1. The BIDDER commits itself to take all measures necessary to prevent corrupt

practices, unfair means and illegal activities during any stage of its bid or

during any pre-contract or post-contract stage in order to secure the contract or

in furtherance to secure it and in particular commit itself to the following:-

1.2. The BIDDER will not offer, directly or through intermediaries, any bribe, gift,

consideration, reward, favour, any material or immaterial benefit or other

advantage, commission, fees, brokerage or inducement to any official of the

SERVICE RECEIVER, connected directly or indirectly with the bidding

process, or to any person, organization or third party related to the contract in

exchange for any advantage in the bidding, evaluation, contracting and

implementation of the contract.

1.3. The BIDDER further undertakes that it has not given, offered or promised to

give, directly or indirectly any bribe, gift, consideration, reward, favour, any

material or immaterial benefit or other advantage, commission, fees, brokerage

or inducement to any official of the SERVICE RECEIVER or otherwise in

procuring the Contract or forbearing to do or having done any act in relation to

the obtaining or execution of the contract or any other contract with the

Government for showing or forbearing to show favour or disfavour to any

person in relation to the contract or any other contract with the Government.

1.4. B1DDERs shall disclose the name and address of agents and representatives

and Indian BIDDERs shall disclose their foreign principals or associates.

1.5. BIDDERs shall disclose the payments to be made by them to agents/brokers or

any other intermediary, in connection with this bid/contract.

1.6. The BIDDER further confirms and declares to the SERVICE RECEIVER that

the BIDDER is the original integrator and has not engaged any individual or

firm or company whether Indian or foreign to intercede, facilitate or in any way

to recommend to the SERVICE RECEIVER or any of its functionaries, whether

officially or unofficially to the award of the contract to the BIDDER, nor has

any amount been paid, promised or intended to be paid to any such individual,

firm or company in respect of any such intercession, facilitation or

recommendation.

1.7. The BIDDER, either while presenting the bid or during pre-contract

negotiations or before signing the contract, shall disclose any payments he has

made, is committed to or intends to make to officials of the SERVICE

RECEIVER or their family members, agents, brokers or any other

intermediaries in connection with the contract and the details of services agreed

upon for such payments.

1.8. The BIDDER will not collude with other parties interested in the contract to

impair the transparency, fairness and progress of the bidding process, bid

15

evaluation, contracting and implementation of the contract.

1.9. The BIDDER will not accept any advantage in exchange for any corrupt

practice, unfair means and illegal activities.

1.10. The BIDDER shall not use improperly, for purposes of competition or personal

gain, or pass on to others, any information provided by the SERVICE

RECEIVER as part of the business relationship, regarding plans, technical

proposals and business details, including information contained in any

electronic data carrier. The BIDDER also undertakes to exercise due and

adequate care lest any such information is divulged.

1.11. The BIDDER commits to refrain from giving any complaint directly or through

any other manner without supporting it with full and verifiable facts.

1.12. The BIDDER shall not instigate or cause to instigate any third person to commit

any of the actions mentioned above.

1.13. If the BIDDER or any employee of the BIDDER or any person acting on behalf

of the BIDDER, either directly or indirectly, is a relative of any of the officers

of the SERVICE RECEIVER, or alternatively, if any relative of an officer of

the SERVICE RECEIVER has financial interest/stake in the BIDDER's firm,

the same shall be disclosed by the BIDDER at the time of filing of tender.

1.14. The term 'relative' for this purpose would be as defined in Section 6 of the

Companies Act 1956.

1.15. The BIDDER shall not lend to or borrow any money from or enter into any

monetary dealings or transactions, directly or indirectly, with any employee of

the SERVICE RECEIVER.

2. Previous Transgression

2.1. The BIDDER declares that no previous transgression occurred in the last three

years immediately before signing of this Integrity Pact, with any other company

in any country in respect of any corrupt practices envisaged hereunder or with

any Public Sector Enterprise in India or any Government Department in India

that could justify BIDDER's exclusion from the tender process.

2.2. The BIDDER agrees that if it makes incorrect statement on this subject,

BIDDER can be disqualified from the tender process or the contract, if already

awarded, can be terminated for such reason.

3. Sanctions for Violations

3.1. Any breach of the aforesaid provisions by the BIDDER or any one employed

by it or acting on its behalf (whether with or without the knowledge of the

BIDDER) shall entitle the SERVICE RECEIVER to take all or any one of the

16

following actions, wherever required:-

3.1.1. To immediately call off the pre contract negotiations without

assigning any reason or giving any compensation to the BIDDER.

However, the proceedings with the other BIDDER(S) would continue.

3.1.2. Performance Bank Guarantee (after the contract is signed) shall

stand forfeited either fully or partially, as decided by the

SERVICE RECEIVER and the SERVICE RECEIVER shall not

be required to assign any reason therefore.

3.1.3. To immediately cancel the contract, if already signed, withou t

giving any compensation to the BIDDER.

3.1.4. To recover all sums already paid by the SERVICE RECEIVER

(if applicable), and in case of an Indian BIDDER with interest

thereon at 2% higher than the prevailing Bench mark Rate of

IIFCL, while in case of a BIDDER from a country other than

India with interest thereon at 5% higher than the LIBOR. If any

outstanding payment is due to the BIDDER from the SERVICE

RECEIVER in connection with any other contract, such

outstanding payment could also be utilized to recover the

aforesaid sum and interest.

3.1.5. To encash the Performance bank guarantee if furnished by the

BIDDER, in order to recover the payments, already made by the

SERVICE RECEIVER, along with interest.

3.1.6. To cancel all or any other Contracts with the BIDDER. The

BIDDER shall be liable to pay compensation for any loss or

damage to the SERVICE RECEIVER resulting from such

cancellation/rescission and the SERVICE RECEIVER shall be

entitled to deduct the amount so payable from the money(s) due

to the BIDDER.

3.1.7. To debar the BIDDER from participating in future bidding

processes of the Government of India for a minimum period of

five years, which may be further extended at the discretion of the

SERVICE RECEIVER.

3.1.8. To recover all sums paid in violation of this Pact by BIDDER(s)

to any middleman or agent or broker with a view to securing the

contract.

3.1.9. In cases where irrevocable Letters of Credit have been received

in respect of any contract signed by the SERVICE RECEIVER

17

with the BIDDER, the same shall not be opened.

3.1.10. Forfeiture of Performance Bank Guarantee in case of a decision

by the SERVICE RECEIVER to forfeit the same without

assigning any reason for imposing sanction for violation of this

Pact.

3.2. The SERVICE RECEIVER will be entitled to take all or any of the actions

mentioned at para 6.1(i) to (x) of this Pact also on the Commission by the

BIDDER or any one employed by it or acting on its behalf (whether with

or without the knowledge of the BIDDER), of an offence as defined in

Chapter IX of the Indian Penal code, 1860 or Prevention of Corruption Act,

1988 or any other statute enacted for prevention of corruption.

3.3. The decision of the SERVICE RECEIVER to the effect that a breach of the

provisions of this Pact has been committed by the BIDDER shall be final

and conclusive on the BIDDER. However, the BIDDER can approach the

Independent Monitor(s) appointed for the purposes of this Pact.

4. Fall Clause

The BIDDER undertakes that it has not provided/providing similar services at a

price lower than that offered in the present bid in respect of any other

Ministry/Department of the Government of India or PSU and if it is found at any

stage that similar services provided by the BIDDER to any other

Ministry/Department of the Government of India or a PSU at a lower price, then

that very price, with due allowance for elapsed time, will be applicable to the

present case and the difference in the cost would be refunded by the BIDDER to

the SERVICE RECEIVER, if the contract has already been concluded.

5. Independent Monitors

5.1. The SERVICE RECEIVER has appointed Independent Monitors

(hereinafter referred to as Monitors) for this Pact in consultation with the

Central Vigilance Commission (Names and Addresses of the Monitors to

be given).

5.2. The task of the Monitors shall be to review independently and

objectively, whether and to what extent the parties comply with the

obligations under this Pact.

5.3. The Monitors shall not be subject to instructions by the representatives of

the parties and perform their functions neutrally and independently.

5.4. Both the parties accept that the Monitors have the right to access all the

documents relating to the project/procurement, including minutes of

meetings.

18

5.5. As soon as the Monitor notices, or has reason to believe, a violation of

this Pact, he will so inform the Authority designated by the SERVICE

RECEIVER.

5.6. The BIDDER(s) accepts that the Monitor has the right to access without

restriction to all Project documentation of the SERVICE RECEIVER

including that provided by the BIDDER. The BIDDER will also grant the

Monitor, upon his request and demonstration of a valid interest,

unrestricted and unconditional access to his project documentation. The

same is applicable to Subcontractors. The Monitor shall be under

contractual obligation to treat the information and documents of the

BIDDER/Subcontractor(s) with confidentiality.

5.7. The SERVICE RECEIVER will provide to the Monitor sufficient

information about all meetings among the parties related to the Project

provided such meetings could have an impact on the contractual relations

between the parties. The parties will offer to the Monitor the option to

participate in such meetings.

5.8. The Monitor will submit a written report to the designated Authority of

SERVICE RECEIVER/Secretary in the Department/ within 8 to 10 weeks

from the date of reference or intimation to him by the SERVICE

RECEIVER / BIDDER and, should the occasion arise, submit proposals

for correcting problematic situations.

6. Facilitation of Investigation

In case of any allegation of violation of any provisions of this Pact or payment of

commission, the SERVICE RECEIVER or its agencies shall be entitled to

examine all the documents including the Books of Accounts of the BIDDER and the

BIDDER shall provide necessary information and documents in English and shall

extend all possible help for the purpose of such examination.

7. Law and Place of Jurisdiction

This Pact is subject to Indian Law. The place of performance and jurisdiction is New-

Delhi.

8. Other Legal Actions

The actions stipulated in this Integrity Pact are without prejudice to any other legal

action that may follow in accordance with the provisions of the extant law in force

relating to any civil or criminal proceedings.

9. Validity

9.1. The validity of this Integrity Pact shall be from date of its signing and extend

19

up to 3 years or the complete execution of the contract to the satisfaction of

both the SERVICE RECEIVER and the BIDDER, including warranty period,

whichever is later. In case BIDDER is unsuccessful, this Integrity Pact shall

expire after six months from the date of the signing of the contract.

9.2. Should one or several provisions of this Pact turn out to be invalid; the

remainder of this Pact shall remain valid. In this case, the parties will strive to

come to an agreement to their original intentions.

10. Notice Clause

Any notices or correspondence to be given hereunder by either Party to the other may

be effected either by personal delivery in writing, pre-paid registered post with

acknowledgement due, courier, facsimile or electronic mail and shall be addressed to

the Parties at the addresses specified below. Notices will be deemed communicated

even if acceptance is refused.

If addressed to Bidder:

Name _______________________

Designation _______________________

Address _______________________

Email _______________________

Phone _______________________

Fax No _______________________

If addressed to IIFCL(Service Receiver):

Name

Designation

Address India Infrastructure Finance Company Limited

8th

Floor, Hindustan Times House, 18 & 20,

Katurba Gandhi Marg, New Delhi – 110001

Email _______________________

Phone _______________________

Fax No: +91-11-23766256

14. The parties hereby sign this Integrity Pact at ______________________ on _______

20

BIDDER SERVICE RECEIVER

CHIEF EXECUTIVE OFFICER AUTHORISED SIGNATORY

Witness Witness

1._________________________ 1. _______________________

2._________________________ 2.________________________

21

Annexure C

Certificate cum declaration of no conflict of interest

It is certified that as on date no conflict of interest exists, with any other organization,

department or party(ies) with respect to the nature of work this assignment we,

_________________, are applying for and that during the aforesaid assignment we will not

undertake any assignment/work/job which may affect the interest of the Service Receiver.

Date :-__________

Place:- __________

Bidder:-

Name:-

Designation :-

Signature:-

22

Annexure D

Form of Contract

LUMP-SUM REMUNERATION

This CONTRACT (hereinafter called the “Contract”) is made on ____________, between,

on the one hand, India Infrastructure Finance Company Limited (IIFCL) its registered

office at 8th

Floor, Hindustan Times House, 18 & 20, K.G Marg, New Delhi through its

Authorised officer/ Representative(hereinafter called the “Employer/Service

Receiver/Company”) and, on the other hand, ______________ (hereinafter called the

“Service Provider/Consultants”).

WHEREAS

(a) the Employer has requested the Service Provider to provide certain Services

as defined in the General Conditions of Contract attached to this Contract

(hereinafter called the “Services”);

(b) the Service Provider, having represented to the Employer that they have the

required professional skills, and personnel and technical resources, have

agreed to provide the Services on the terms and conditions set forth in this

Contract at a contract price of Rs. __________________;

NOW THEREFORE the parties hereto hereby agree as follows:

1. The following documents shall be deemed to form and be read and construed as part of

this Agreement, and the priority of the documents shall be as follows:

(a) the Service Provider’s Bid

(b) the General Conditions of Contract;

(c) the Special Conditions of Contract;

(d) the Performance Specifications; and

(e) The following Appendices:

Appendix A: Description of the Services

Appendix B: Reports and Documents

Appendix C: Key Personnel and Subcontractors

Appendix D: Services and Facilities to be provided by the Employer

Appendix E: Priced Activity Schedule

Appendix F: Bid Security ( Bank Guarantee)

Appendix G: Letter of Acceptance (LOA)

23

2. The mutual rights and obligations of the Employer and the Service Provider shall be

as set forth in the Contract, in particular:

(a) the Service Provider shall carry out the Services in accordance with the

provisions of the Contract; and

(b) the Employer shall make payments to the Service Provider in accordance with

the provisions of the Contract.

IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be signed in their

respective names as of the day and year first above written.

For and on behalf of India Infrastructure Finance Company Limited

[Authorized Representative]

For and on behalf of _____________________

[Authorized Representative]

24

TECHNICAL PROPOSAL

25

B) General Conditions of Contract

A. General Provisions

1.1 Definitions Unless the context otherwise requires, the following terms whenever

used in this Contract have the following meanings:

(a) “Activity Schedule” is the priced and completed list of items of

Services to be performed by the Service Provider forming part of

his Bid;

(b) “Completion Date” means the date of completion of the Services

by the Service Provider as certified by the Employer

(c) “Contract” means the Contract signed by the Parties, to which

these General Conditions of Contract (GCC) are attached,

together with all the documents listed in Clause 1 of such signed

Contract;

(d) “Contract Price” means the price to be paid for the performance

of the Services, in accordance with Clause 6;

(e) “Dayworks” means varied work inputs subject to payment on a

time basis for the Service Provider’s employees and equipment, in

addition to payments for associated materials and administration.

(f) “Employer” means the party who employs the Service Provider

(g) “Foreign Currency” means any currency other than the currency

of the country of the Employer;

(h) “GCC” means these General Conditions of Contract;

(i) “Government” means the Government of India;

(j) “Local Currency” means the currency of the India i.e INR;

(k) “Member,” in case the Service Provider consist of a joint venture

of more than one entity, means any of these entities; “Members”

means all these entities, and “Member in Charge” means the

entity specified in the SC to act on their behalf in exercising all

the Service Provider’ rights and obligations towards the Employer

under this Contract;

(l) “Party” means the Employer or the Service Provider, as the case

may be, and “Parties” means both of them;

(m) “Personnel” means persons hired by the Service Provider or by

any Subcontractor as employees and assigned to the performance

of the Services or any part thereof;

26

(n) “Service Provider” is a person or corporate body whose Bid to

provide the Services has been accepted by the Employer;

(o) “Service Provider’s Bid” means the completed bidding document

submitted by the Service Provider to the Employer

(p) “SCC” means the Special Conditions of Contract by which the

GCC may be amended or supplemented;

(q) “Specifications” means the specifications of the service included

in the bidding document submitted by the Service Provider to the

Employer

(r) “Services” means the work to be performed by the Service

Provider pursuant to this Contract, as described in Appendix A;

and in the Specifications and Schedule of Activities included in

the Service Provider’s Bid.

(s) (u) “Subcontractor” means any entity to which the Service

Provider subcontracts any part of the Services in accordance with

the provisions of Sub-Clauses 3.5 and 4.

1.2 Applicable Law

The Contract shall be interpreted in accordance with the laws of the

Employer’s country, unless otherwise specified in the Special

Conditions of Contract (SCC).

1.3 Language

This Contract has been executed in the language specified in the

SCC, which shall be the binding and controlling language for all

matters relating to the meaning or interpretation of this Contract.

1.4 Notices

Any notice, request, or consent made pursuant to this Contract shall

be in writing and shall be deemed to have been made when delivered

in person to an authorized representative of the Party to whom the

communication is addressed, or when sent by registered mail, telex,

telegram, or facsimile to such Party at the address specified in the

SCC.

1.5 Location

The Services shall be performed at such locations as are specified in

Appendix A, in the specifications and, where the location of a

particular task is not so specified, at such locations, whether in the

Government’s country or elsewhere, as the Employer may approve.

1.6 Authorized

Representatives

Any action required or permitted to be taken, and any document

required or permitted to be executed, under this Contract by the

Employer or the Service Provider may be taken or executed by the

officials specified in the SCC.

27

1.7 Inspection and

Audit by IIFCL

The Service Provider shall permit the IIFCL to inspect its accounts

and records relating to the performance of the Services and to have

them audited by auditors appointed by the IIFCL, if so required by

the IIFCL.

1.8 Taxes and Duties

The Service Provider, Subcontractors, and their Personnel shall pay

such taxes, duties, fees, and other impositions as may be levied

under the Applicable Law, the amount of which is deemed to have

been included in the Contract Price.

Any variation in taxes, service tax, duties or levies on the contract,

after the submission deadline date, shall be adjusted accordingly in

the invoice prepared by the Service Provider.

2. Commencement, Completion, Modification, and Termination of Contract

2.1 Effectiveness of

Contract

This Contract shall come into effect on the date the Contract is

signed by both parties and such other later date as may be stated in

the SCC.

2.2 Commencement

of Services

2.2.1 Program Before commencement of the Services, the Service Provider shall

submit to the Employer for approval a Program showing the general

methods, arrangements, order and timing for all activities. The

Services shall be carried out in accordance with the approved

Program as updated. 2.2.2 Starting

Date

The Service Provider shall start carrying out the Services thirty (30)

days after the date the Contract becomes effective, or at such other

date as may be specified in the SCC.

2.3 Intended

Completion Date

Unless terminated earlier pursuant to Sub-Clause 2.6, the Service

Provider shall complete the activities by the Intended Completion

Date, as is specified in the SCC. If the Service Provider does not

complete the activities by the Intended Completion Date, it shall be

liable to pay liquidated damage as per Sub-Clause 3.8. In this case,

the Completion Date will be the date of completion of all activities.

2.4 Modification

Modification of the terms and conditions of this Contract, including

any modification of the scope of the Services or of the Contract

Price, may only be made by written agreement between the Parties

and shall not be effective until the consent of the IIFCL has been

obtained.

28

2.5 Force Majeure

2.5.1 Definition For the purposes of this Contract, “Force Majeure” means an event

which is beyond the reasonable control of a Party and which makes

a Party’s performance of its obligations under the Contract

impossible or so impractical as to be considered impossible under

the circumstances. 2.5.2 No Breach

of Contract

The failure of a Party to fulfill any of its obligations under the

contract shall not be considered to be a breach of, or default under,

this Contract insofar as such inability arises from an event of Force

Majeure, provided that the Party affected by such an event (a) has

taken all reasonable precautions, due care and reasonable alternative

measures in order to carry out the terms and conditions of this

Contract, and (b) has informed the other Party as soon as possible

about the occurrence of such an event. 2.5.3 Extension

of Time

Any period within which a Party shall, pursuant to this Contract,

complete any action or task, shall be extended for a period equal to

the time during which such Party was unable to perform such action

as a result of Force Majeure. 2.5.4 Payments During the period of their inability to perform the Services as a

result of an event of Force Majeure, the Service Provider shall be

entitled to continue to be paid under the terms of this Contract, as

well as to be reimbursed for additional costs reasonably and

necessarily incurred by them during such period for the purposes of

the Services and in reactivating the Service after the end of such

period.

2.6 Termination

2.6.1 By the Employer

The Employer may terminate this Contract, by not less than sixty

(60) days’ written notice of termination to the Service Provider, to

be given after the occurrence of any of the events specified in

paragraphs (a) through (e) of this Sub-Clause 2.6.1:

(a) if the Service Provider does not remedy a failure in the

performance of its obligations under the Contract, within

thirty (30) days after being notified or within any further

period as the Employer may have subsequently approved in

writing;

(b) if the Service Provider become insolvent or bankrupt;

(c) if, as the result of Force Majeure, the Service Provider is

unable to perform a material portion of the Services for a

period of not less than sixty (60) days; or

(d) if the Service Provider, in the judgment of the Employer has

engaged in corrupt or fraudulent practices in competing for or

in executing the Contract.

For the purposes of this Sub-Clause:

29

(i) “corrupt practice”1

is the offering, giving, receiving or

soliciting, directly or indirectly, of anything of value to

influence improperly the actions of another party;

(ii) “fraudulent practice”2 is any act or omission, including a

misrepresentation, that knowingly or recklessly

misleads, or attempts to mislead, a party to obtain a

financial or other benefit or to avoid an obligation;

(iii) “collusive practice”3 is an arrangement between two or

more parties designed to achieve an improper purpose,

including to influence improperly the actions of another

party;

(iv) “coercive practice”4

is impairing or harming, or

threatening to impair or harm, directly or indirectly, any

party or the property of the party to influence improperly

the actions of a party;

(v) “obstructive practice” is

(aa) deliberately destroying, falsifying, altering or

concealing of evidence material to the

investigation or making false statements to

investigators in order to materially impede a

IIFCL investigation into allegations of a corrupt,

fraudulent, coercive or collusive practice; and/or

threatening, harassing or intimidating any party

to prevent it from disclosing its knowledge of

matters relevant to the investigation or from

pursuing the investigation, or

(bb) acts intended to materially impede the exercise of

the IIFCL’s inspection and audit rights provided

for under para. 1.14 (e) of the IIFCL’s

Procurement Guidelines.

(e ) If , as a result of any government policy or directive, or for any

other reason not covered the above paragraphs (a) to (d), the

employer does not want to continue with the performance of

1 For the purpose of this Contract, “another party” refers to a public official acting in relation to the

procurement process or contract execution. In this context, “public official” includes IIFCL staff and

employees of other organizations taking or reviewing procurement decisions. 2 For the purpose of this Contract, “party” refers to a public official; the terms “benefit” and “obligation”

relate to the procurement process or contract execution; and the “act or omission” is intended to influence

the procurement process or contract execution. 3 For the purpose of this Contract, “parties” refers to participants in the procurement process (including

public officials) attempting to establish bid prices at artificial, non competitive levels. 4 For the purpose of this Contract, “party” refers to a participant in the procurement process or contract

execution.

30

the contract with the Service Provider

2.6.2 By the

Service

Provider

The Service Provider may terminate this Contract, by not less than

sixty (60) days’ written notice to the Employer, such notice to be

given after the occurrence of any of the events specified in

paragraphs (a) and (b) of this Sub-Clause 2.6.2:

(a) if the Employer fails to pay any payments due to the Service

Provider pursuant to this Contract and not subject to dispute

pursuant to Clause 7 within forty-five (45) days after

receiving written notice from the Service Provider that such

payment is overdue; or

(b) if, as the result of Force Majeure, the Service Provider is

unable to perform a material portion of the Services for a

period of not less than sixty (60) days.

2.6.3 Suspension

of Loan or

Credit

DELETED

2.6.4 Payment

upon

Termination

Upon termination of this Contract pursuant to Sub-Clauses 2.6.1 or

2.6.2, the Employer shall make the following payments to the

Service Provider:

(a) remuneration pursuant to Clause 6 for Services satisfactorily

performed prior to the effective date of termination;

(b) except in the case of termination pursuant to paragraphs (a),

(b), (d) of Sub-Clause 2.6.1, reimbursement of any reasonable

cost incident to the prompt and orderly termination of the

Contract, including the cost of the return travel of the

Personnel.

3. Obligations of the Service Provider

3.1 General

The Service Provider shall perform the Services in accordance with

the Specifications and the Activity Schedule, and carry out its

obligations with all due diligence, efficiency, and economy, in

accordance with generally accepted professional techniques and

practices, and shall observe sound management practices, and

employ appropriate advanced technology and safe methods. The

Service Provider shall always act, in respect of any matter relating

to this Contract or to the Services, as faithful adviser to the

Employer, and shall at all times support and safeguard the

Employer’s legitimate interests in any dealings with Subcontractors

or third parties.

31

3.2 Conflict of

Interests

3.2.1 Service

Provider

Not to

Benefit

from

Commissio

ns and

Discounts.

The remuneration of the Service Provider pursuant to Clause 6

shall constitute the Service Provider’s sole remuneration in

connection with this Contract or the Services, and the Service

Provider shall not accept for their own benefit any trade

commission, discount, or similar payment in connection with

activities pursuant to this Contract or to the Services or in the

discharge of their obligations under the Contract, and the Service

Provider shall use their best efforts to ensure that the Personnel, any

Subcontractors, and agents of either of them similarly shall not

receive any such additional remuneration.

3.2.2 Service

Provider

and

Affiliates

Not to be

Otherwise

Interested

in Project

The Service Provider agree that, during the term of this Contract

and after its termination, the Service Provider and its affiliates, as

well as any Subcontractor and any of its affiliates, shall be

disqualified from providing goods, works, or Services (other than

the Services and any continuation thereof) for any project resulting

from or closely related to the Services.

3.2.3 Prohibition

of

Conflicting

Activities

Neither the Service Provider nor its Subcontractors nor the

Personnel shall engage, either directly or indirectly, in any of the

following activities:

(a) during the term of this Contract, any business or professional

activities in the Government’s country which would conflict

with the activities assigned to them under this Contract;

(b) during the term of this Contract, neither the Service Provider

nor their Subcontractors shall hire public employees in active

duty or on any type of leave, to perform any activity under

this Contract;

(c) after the termination of this Contract, such other activities as

may be specified in the SCC.

3.3 Confidentiality

IIFCL has spent significant time, effort and money to develop

certain proprietary information, which the IIFCL considers vital to

its business and goodwill. The Service Provider, it’s

Subcontractors, and the Personnel of either of them shall not, either

during the term or within two (2) years after the expiration of this

Contract, disclose any proprietary or confidential information

relating to the Project, the Services, this Contract, or the

Employer’s business or operations without the prior written consent

of the Employer.

32

3.4 Insurance to be

Taken Out by

the Service

Provider

The Service Provider (a) shall take out and maintain, and shall

cause any Subcontractors to take out and maintain, at its (or the

Subcontractors’, as the case may be) own cost but on terms and

conditions approved by the Employer, insurance against the risks,

and for the coverage, as shall be specified in the SCC; and (b) at

the Employer’s request, shall provide evidence to the Employer

showing that such insurance has been taken out and maintained and

that the current premiums have been paid.

3.5 Service

Provider’s

Actions

Requiring

Employer’s

Prior Approval

The Service Provider shall obtain the Employer’s prior approval in

writing before taking any of the following actions:

(a) entering into a subcontract for the performance of any part of

the Services,

(b) appointing such members of the Personnel not listed by name

in Appendix C (“Key Personnel and Subcontractors”),

(c) changing the Program of activities; and

(d) any other action that may be specified in the SCC.

3.6 Reporting

Obligations

The Service Provider shall submit to the Employer the reports and

documents specified in Appendix B in the form, in the numbers,

and within the periods set forth in the said Appendix.

3.7 Documents

Prepared by the

Service Provider

to Be the

Property of the

Employer

All plans, drawings, specifications, designs, reports, and other

documents and software submitted by the Service Provider in

accordance with Sub-Clause 3.6 shall become and remain the

property of the Employer, and the Service Provider shall, not later

than upon termination or expiration of this Contract, deliver all

such documents and software to the Employer, together with a

detailed inventory thereof. The Service Provider may retain a copy

of such documents and software. Restrictions about the future use

of these documents, if any, shall be specified in the SCC. 3.8 Liquidated

Damages

3.8.1 Payments of

Liquidated

Damages

The Service Provider shall pay liquidated damages to the Employer

at the rate per day stated in the SCC for each day that the

Completion Date is later than the Intended Completion Date. The

total amount of liquidated damages shall not exceed the amount

defined in the SCC. The Employer may deduct liquidated

damages from payments due to the Service Provider. Payment of

liquidated damages shall not affect the Service Provider’s

liabilities. 3.8.2 Correction

for Over-

payment

If the Intended Completion Date is extended after liquidated

damages have been paid, the Employer shall correct any

overpayment of liquidated damages by the Service Provider by

adjusting the next payment certificate. The Service Provider shall

33

be paid interest on the overpayment, calculated from the date of

payment to the date of repayment, at the rates specified in Sub-

Clause 6.5. 3.8.3 Lack of

performanc

e penalty

If the Service Provider has not corrected a Defect within the time

specified in the Employer’s notice, a penalty for Lack of

performance will be paid by the Service Provider. The amount to be

paid will be calculated as a percentage of the cost of having the

Defect corrected, assessed as described in Sub-Clause 7.2 and

specified in the SCC.

3.9 Performance

Security

The Service Provider shall provide the Performance Security to the

Employer no later than the date specified in the Letter of

acceptance. The Performance Security shall be issued in an amount

and form and by a bank or surety acceptable to the Employer, and

denominated in the types and proportions of the currencies in which

the Contract Price is payable. The performance Security shall be

valid until a date 45 days from the Completion Date of the Contract

in case of a bank guarantee, and until one year from the Completion

Date of the Contract in the case of a Performance Bond.

3.10 Remedy for

Breach

The Service provider hereto agree that in event of breach of this

agreement, the damage or imminent damage to the value and the

goodwill of the IIFCL’s business will be inestimable and that

therefore any remedy at law or in damages shall be inadequate.

Accordingly the service provider hereto agree that IIFCL shall be

entitled to injunctive relief against the consultants in the event of

any breach or threatened breach by consultant, in addition to any

other relief (including damages and the right of IIFCL to stop

payments hereunder which is hereby granted) available to IIFCL

under this agreement tor law.

3.11 Termination

Obligations

The service provider hereby acknowledges and agrees that all

property, including without limitation , all books, manuals, records

reports, notes contracts lists blueprints and other documents, or

materials or copies thereof, Proprietary information and equipment

furnished to or prepared by service provider or its agent in the

course of or incident to its rendering of services to the company and

shall be promptly retuned to the company upon termination of the

consulting period, Following termination, neither consultants nor

any of its agents will retain any written or other tangible material

containing any proprietary information.

4. Service Provider’s Personnel

4.1 Description of The titles, agreed job descriptions, minimum qualifications, and

34

Personnel estimated periods of engagement in the carrying out of the Services

of the Service Provider’s Key Personnel are described in Appendix

C. The Key Personnel and Subcontractors listed by title as well as

by name in Appendix C are hereby approved by the Employer.

4.2 Removal and/or

Replacement of

Personnel

(a) Except as the Employer may otherwise agree, no changes shall

be made in the Key Personnel. If, for any reason beyond the

reasonable control of the Service Provider, it becomes

necessary to replace any of the Key Personnel, the Service

Provider shall provide as a replacement a person of equivalent

or better qualifications.

(b) If the Employer finds that any of the Personnel have (i)

committed serious misconduct or have been charged with

having committed a criminal action, or (ii) have reasonable

cause to be dissatisfied with the performance of any of the

Personnel, then the Service Provider shall, at the Employer’s

written request specifying the grounds thereof, provide as a

replacement a person with qualifications and experience

acceptable to the Employer. Service provider assumes full

responsibilities for the actions of such personnel while

performing services pursuant to this agreement and shall be

solely responsible for those activities.

(c) The Service Provider shall have no claim for additional costs

arising out of or incidental to any removal and/or replacement

of Personnel.

5. Obligations of the Employer

5.1 Assistance and

Exemptions

The Employer shall use its best efforts to ensure that the

Government shall provide the Service Provider such assistance and

exemptions as specified in the SCC.

5.2 Change in the

Applicable Law

If, after the date of this Contract, there is any change in the

Applicable Law with respect to taxes and duties which increases or

decreases the cost of the Services rendered by the Service Provider,

then the remuneration and reimbursable expenses otherwise payable

to the Service Provider under this Contract shall be increased or

decreased accordingly by agreement between the Parties, and

corresponding adjustments shall be made to the amounts referred to

in Sub-Clauses 6.2 (a) or (b), as the case may be.

5.3 Services and

Facilities

The Employer shall make available to the Service Provider the

Services and Facilities listed under Appendix D.

35

6. Payments to the Service Provider

6.1 Lump-Sum

Remuneration

The Service Provider’s remuneration shall not exceed the Contract

Price and shall be a fixed lump-sum including all Subcontractors’

costs, and all other costs incurred by the Service Provider in carrying

out the Services described in Appendix A. Except as provided in Sub-

Clause 5.2, the Contract Price may only be increased above the

amounts stated in Sub-Clause 6.2 if the Parties have agreed to

additional payments in accordance with Sub-Clauses 2.4 and 6.3.

6.2 Contract Price

(a) The price payable in local currency is set forth in the SCC.

(b) The price payable in foreign currency is set forth in the SCC.

6.3 Payment for

Additional

Services, and

Performance

Incentive

Compensation

6.3.1 For the purpose of determining the remuneration due for

additional Services as may be agreed under Sub-Clause 2.4, a

breakdown of the lump-sum price is provided in Appendices D

and E.

6.3.2 If the SCC so specify, the service provider shall be paid

performance incentive compensation as set out in the

Performance Incentive Compensation appendix.

6.4 Terms and

Conditions of

Payment

Payments will be made to the Service Provider according to the

payment schedule stated in the SCC. Unless otherwise stated in the

SCC, the advance payment (Advance for Mobilization, Materials and

Supplies) shall be made against the provision by the Service Provider

of a bank guarantee for the same amount, and shall be valid for the

period stated in the SCC. Any other payment shall be made after the

conditions listed in the SCC for such payment have been met, and the

Service Provider have submitted an invoice to the Employer

specifying the amount due.

6.5 Interest on

Delayed

Payments

If the Employer has delayed payments beyond fifteen (15) days after

the due date stated in the SCC, interest shall be paid to the Service

Provider for each day of delay at the rate stated in the SCC.

6.6 Price

Adjustment

6.6.1 Prices shall be adjusted for fluctuations in the cost of inputs only

if provided for in the SCC. If so provided, the amounts certified

in each payment certificate, after deducting for Advance

Payment, shall be adjusted by applying the respective price

adjustment factor to the payment amounts due in each currency.

A separate formula of the type indicated below applies to each

Contract currency:

Pc = Ac + Bc Lmc/Loc + Cc Imc/Ioc Where:

36

Pc is the adjustment factor for the portion of the Contract Price

payable in a specific currency “c”.

Ac , Bc and Cc are coefficients specified in the SCC, representing:

Ac the nonadjustable portion; Bc the adjustable portion relative

to labor costs and Cc the adjustable portion for other inputs, of

the Contract Price payable in that specific currency “c”; and

Lmc is the index prevailing at the first day of the month of the

corresponding invoice date and Loc is the index prevailing 28

days before Bid opening for labor; both in the specific currency

“c”.

Imc is the index prevailing at the first day of the month of the

corresponding invoice date and Ioc is the index prevailing 28

days before Bid opening for other inputs payable; both in the

specific currency “c”.

If a price adjustment factor is applied to payments made in a

currency other than the currency of the source of the index for a

particular indexed input, a correction factor Zo/Zn will be

applied to the respective component factor of pn for the formula

of the relevant currency. Zo is the number of units of currency

of the country of the index, equivalent to one unit of the

currency payment on the date of the base index, and Zn is the

corresponding number of such currency units on the date of the

current index.

6.6.2 If the value of the index is changed after it has been used in a

calculation, the calculation shall be corrected and an adjustment

made in the next payment certificate. The index value shall be

deemed to take account of all changes in cost due to fluctuations

in costs.

6.7 Dayworks

6.7.1 If applicable, the Daywork rates in the Service Provider’s Bid

shall be used for small additional amounts of Services only when

the Employer has given written instructions in advance for

additional services to be paid in that way.

6.7.2 All work to be paid for as Dayworks shall be recorded by the

Service Provider on forms approved by the Employer. Each

completed form shall be verified and signed by the Employer

representative as indicated in Sub-Clause 1.6 within two days of

the Services being performed.

6.7.3 The Service Provider shall be paid for Dayworks subject to

obtaining signed Dayworks forms as indicated in Sub-Clause

6.7.2

7. Quality Control

7.1 Identifying

Defects

The principle and modalities of Inspection of the Services by the

37

Employer shall be as indicated in the SCC. The Employer shall

check the Service Provider’s performance and notify him of any

Defects that are found. Such checking shall not affect the Service

Provider’s responsibilities. The Employer may instruct the Service

Provider to search for a Defect and to uncover and test any service

that the Employer considers may have a Defect. Defect Liability

Period is as defined in the SCC.

7.2 Correction of

Defects, and Lack of Performance Penalty

(a) The Employer shall give notice to the Service Provider of any

Defects before the end of the Contract. The Defects liability

period shall be extended for as long as Defects remain to be

corrected.

(b) Every time notice a Defect is given, the Service Provider shall

correct the notified Defect within the length of time specified

by the Employer’s notice.

(c) If the Service Provider has not corrected a Defect within the

time specified in the Employer’s notice, the Employer will

assess the cost of having the Defect corrected, the Service

Provider will pay this amount, and a Penalty for Lack of

Performance calculated as described in Sub-Clause 3.8.

8. Settlement of Disputes

8.1 Amicable

Settlement

The Parties shall use their best efforts to settle amicably all disputes

arising out of or in connection with this Contract or its interpretation.

8.2 Dispute

Settlement

8.2.1 The arbitration shall be conducted in accordance with the

arbitration procedure published by the institution named and in

the place shown in the SCC.

9.0 Risk Purchase If the Service Provider after receipt of letter of commencement fails to

abide by the terms and conditions of the Contract, or fails to execute

the work as per the tender or at any time repudiates the work order,

IIFCL will have the right to invoke the bid security, invoke the

performance bank guarantee and execute the contract from other

firms at the risk and cost of the bidder. The cost difference between

the alternative arrangements and contract price will be recovered

from the bidder along with other incidental charges. In case of

execution of work through alternative sources and if price is lower,

no benefit on this account will be passed to the bidder.

Special Conditions of Contract 39

C) Special Conditions of Contract

Number

of GC

Clause

Amendments of, and Supplements to, Clauses in the

General Conditions of Contract

1.1 The words “in the Government’s country” are amended to read “in India”

1.1(e) The contract name is :

Risk Management Systems for Risk Department of IIFCL.

1.1(h) The Employer is India Infrastructure Finance Co. Ltd

1.1(m) The Member in Charge is __________________________

1.1(p) The Service Provider is

1.2 The Applicable Law is: India

1.3 The language is English, Hindi

1.4 The addresses are:

Employer: INFRASTRUCTURE FINANCE COMPANY LIMITED

8th

Floor, Hindustan Times House, 18-20, Kasturba Gandhi Marg,

New Delhi – 110 001, INDIA

Attention: Assistant Manager-Risk

Facsimile: Tel: +91-11-23450298, 23450225

Fax: +91 -011-23766256

Service Provider: ________________________________________

Attention:

Telex:

Facsimile:

1.6 The Authorized Representatives are:

For the Employer: GM – Risk, IIFCL

For the Service Provider: __________________________________________

2.1 The date on which this Contract shall come into effect is on the date of

signing of all contract documents.

2.2.2 The Starting Date for the commencement of Services is xx 2014

40

Number

of GC

Clause



2.3 The Intended Completion Date is xx 2015

3.4 The risks and coverage by insurance shall be:

(i) Third Party liability: Rs./- 5,00,000/-(Rs. Five lakh only)

(ii) Professional liability: Rs. /- 5,00,000/-(Rs. Five lakh only)

(iii) Loss or damage to equipment and property of IIFCL: Rs. 5,00,000/-

((Rs. Five Lakhs only)

3.8.1 The liquidated damages rate is 1.5% percent of the total annual contract value

for each week of delay or part thereof. The total amount of liquidated

damages for delay shall however be limited to 10 % (Ten percent) of

the total annual contract price.

6.2(a) The amount in local currency is Rs. ________________. (exclusive of service

tax)

Total Contract Price (inclusive of service tax @12.36%)

6.2(b) The amount in foreign currency or currencies is: NIL

6.4 Consultants will be paid on Quarterly basis in Arrears.

6.5 Payment shall be made within 30 (Thirty) days of receipt of the invoice and the

relevant documents specified in Sub-Clause 6.4, and within 45 (Forty five) days

in the case of the final payment.

The interest rate is NIL.

7.1 The principle and modalities of inspection of the Services by the Employer are

as follows:

i. Visit and inspection of the facility of the service provider

ii. Checking of up time reports

iii. Availability of key resources at the facility

8.2.1 The dispute settlement mechanism to be applied shall be as follows:

(a) In case of Dispute or difference arising between the Employer and Service

Provider relating to any matter arising out of or connected with this

agreement, such disputes or difference shall be settled in accordance with

the Arbitration and Conciliation Act, 1996. The arbitral tribunal shall

consist of 3 arbitrators one each to be appointed by the Employer and the

Service Provider. The third Arbitrator shall be chosen by the two

Arbitrators so appointed by the Parties and shall act as Presiding arbitrator.

In case of failure of the two arbitrators appointed by the parties to reach

41

Number

of GC

Clause



upon a consensus within a period of 30 days from the appointment of the

arbitrator appointed subsequently, the Presiding Arbitrator shall be

appointed by the Chairman of the Delhi State Centre, The Institution of

Engineers (India), Delhi.

(b) If one of the parties fails to appoint its arbitrator in pursuance of sub-

clause (a), within 30 days after receipt of the notice of the appointment of

its arbitrator by the other party, then Chairman of the Delhi Centre of The

Institution of Engineers (India), Delhi, shall appoint the arbitrator. A

certified copy of the order of the Chairman of the Delhi State Centre of

The Institution of Engineers (India), Delhi making such an appointment

shall be furnished to each of the parties.

(c) Arbitration proceedings shall be held at Delhi, India, and the language of

the arbitration proceedings and that of all documents and communications

between the parties shall be English.

(d) The decision of the majority of arbitrators shall be final and binding upon

both parties. The cost and expenses of Arbitration proceedings will be

paid as determined by the arbitral tribunal. However, the expenses

incurred by each party in connection with the preparation, presentation etc.

of its proceedings as also the fees and expenses paid to the arbitrator

appointed by such party or on its behalf shall be borne by each party itself.

(e) Where the value of the contract is Rs. 10 million and below, the disputes or

differences arising shall be referred to the Sole Arbitrator. The Sole

Arbitrator should be appointed by agreement between the parties; failing

such agreement, by the appointing authority namely the Chairman of the

Delhi State Centre of The Institution of Engineers (India), Delhi.

42

42

D) Performance Specifications

1. DETAILED SERVICE LEVELS AND DEFINITIONS:

This Section describes the service levels that have been established for the Services

offered by the Service Provider (SP) to IIFCL as specified in RFP. The SP shall monitor

and maintain the stated service levels to provide quality customer service to IIFCL.

2. PENALTY

If the service provider fails to provide the specified services to the Service Receiver, or if

there is any breach in the terms and conditions of the agreements as specified in the

reference document, then IIFCL reserves the right to invoke the Bank guarantee and the

liquidated damages as specified in the agreement.

Note:

a. The above SLA penalties on annual basis will not exceed 10% of the annual contract

value and thereafter, IIFCL reserves the right to cancel the contract.

b. If there is SLA breach for three consecutive month then IIFCL has right to terminate the

contract by giving 30 days’ notice.

3. AVAILABILITY SERVICE LEVEL DEFAULT

Availability Service Level will be measured on a monthly basis.

The Bidder’s performance to Availability Service Levels will be assessed against

Minimum Service Level requirements on a monthly basis for each criteria

mentioned in the Availability measurement table

An Availability Service Level Default will occur when the vendor fails to meet

Minimum Service Levels, as measured on a monthly basis, for a particular Service

Level.

43

43

APPENDIX A

Description of Services

44

44

APPENDIX B

Reports and Documents to be submitted by ________________

45

45

APPENDIX C

Key Personnel

46

46

APPENDIX D

Services and Facilities to be provided by the Employer

47

47

APPENDIX - E

Bid Security (Bank Guarantee) [The Bank shall fill in this Bank Guarantee Form in accordance with the instructions

indicated.]

________________________________

Beneficiary: ___________________

Date: ________________

BID GUARANTEE No.: _________________

We have been informed that ___________ (hereinafter called "the Bidder") has submitted

to you its bid dated (hereinafter called "the Bid") for the execution of __________ under

Invitation for Bids No. __________ (“the IFB”).

Furthermore, we understand that, according to your conditions, bids must be supported

by a bid guarantee.

At the request of the Bidder, we __________ hereby irrevocably undertake to pay you

any sum or sums not exceeding in total an amount of _________ (_________) upon

receipt by us of your first demand in writing accompanied by a written statement stating

that the Bidder is in breach of its obligation(s) under the bid conditions, because the

Bidder:

(a) has withdrawn its Bid during the period of bid validity specified by the Bidder in

the Bid Document; or

(b) having been notified of the acceptance of its Bid by the Purchaser during the period

of bid validity, (i) fails or refuses to execute the Contract Form; or (ii) fails or

refuses to furnish the performance security, if required, in accordance with the

Instructions to Bidders.

This guarantee will expire: (a) if the Bidder is the successful bidder, upon our receipt of

copies of the contract signed by the Bidder and the performance security issued to you

upon the instruction of the Bidder; or (b) if the Bidder is not the successful bidder, upon

the earlier of (i) our receipt of a copy of your notification to the Bidder of the name of the

successful bidder; or (ii) twenty-eight days after the expiration of the Bidder’s Bid.

Consequently, any demand for payment under this guarantee must be received by us at

the office on or before that date.

This guarantee is subject to the Uniform Rules for Demand Guarantees, ICC Publication

No. 458.

Signature