MSP-East Zone

(A Govt. of India Undertaking)

22, Chittaranjan Avenue, Kolkata – 700 072
Website: www.itiltd.in

Expression of Interest

EOI No: ITI/MSP-EZ/SOLAR/BSF/2024/432

Date: 02-09-2024

Selection of Project Implementation Agency (PIA) for Providing,

Installation, testing and commissioning of 25 KWP off Grid Solar
Power Plants at BOPs RKB, 19R, Sunil, Mangoor, Maru,
Rann,Wav, Limboni, Ambaji, Dharnidhar, Bashir, Suigam &
Goal Hill of 123 Bn of SHQ BSF Gandhinagar.

Due Date of Bid Submission: 07-09-2024 at 14:00 Hours

(Bid Submission through Online / e-Tendering mode only)

Helpdesk for Online Bid Submission: 011-4960 6060 / 93550 30608 / 93550 30620

Page: 1 of 80
Contents
Chapter 1 Introduction ..............................................................................................................3
Chapter 2 Important Timelines .................................................................................................4
Chapter 3 Eligibility Criteria for Bidders ...................................................................................5
Chapter 4 Scope of Work ...........................................................................................................8
Chapter 5 Financial / Commercial Bid Format ..........................................................................9
Chapter 6 General Conditions of Contract ..............................................................................10
Chapter 7 Special Conditions of Contract ...............................................................................39

Annexure-A Bid Covering Letter .................................................................................................41

Annexure-B Bidder’s Profile ........................................................................................................43
Annexure-C Clause-by-clause Compliance Statement of Bidder’s Eligibility Criteria ...............44
Annexure-D Declaration of Bidder (General) .............................................................................45
Annexure-E Declaration of Bidder being not Blacklisted / Debarred .......................................48
Annexure-F Declaration of Bidder towards Local Presence in Project Site ..............................49
Annexure-G Bank Guarantee Proforma for Earnest Money Deposit (EMD) .............................50
Annexure-H Proforma for Bid Security Declaration ...................................................................52
Annexure-I Integrity Pact ..........................................................................................................54
Annexure-J Procedure for Submission of Bid / Tender .............................................................64

Annexure-I Bank Guarantee Proforma for Performance Security Deposit ..............................68

Annexure-II Proforma of Contract Agreement ..........................................................................70
Annexure-III Proforma of Non-Disclosure Agreement (NDA) ....................................................73

Page: 2 of 80
CHAPTER 1 – INTRODUCTION

ITI Limited, a Public Sector Undertaking under the Department of Telecommunications,

Ministry of Communications & IT, is a leading Telecom equipment manufacturer and
solution provider in India. The major customers are BSNL, BBNL, MTNL, Defence,
Paramilitary Forces, Railways, Banks, Central & State Govt. departments, Institutions and
Research organizations like ISRO.

ITI Limited has been undertaking various projects in all fields of telecommunications and
information technology and also continuously deploying new technologies in the field of
Telecom, ICT, Networking, e-Governance etc. ITI has diversified its operation and has been
executing projects in the field of Smart Infrastructure (Smart Cities, Safe Cities, Smart
Energy Meters, Smart Classrooms, Smart Poles etc), BharatNet etc.

ITI is interested in addressing some of the prospected business opportunities where it is

strongly positioned by virtue of its ‘PSU Status’, proven ‘Project Management Capabilities’
and rich Relevant-Experience. ITI is looking for business association from reputed System
Integrators/ OEMs who can assist ITI to win the business and ultimately help ITI in the
execution of the project.

The objective of this Invitation for submission of bid is to identify a System Integration
Associate (SIA) to address a particular ‘Business Opportunity’ / a kind of ‘Business
Opportunity’ which has emerged or under process to emerge from a client for the
implementation of a project in Government Domain. The prospective customer has already
published/disclosed its broad requirement through an Invitation for EoI/RFP/Tender/e-
Mail/Discussions which is to be responded with the submission of Techno-commercial
Proposal / Bid in due course of time.

The selected bidder who is to play the role of a ‘System Integrator’ has to enter in to a
contract with ITI Limited to forge a case-specific business alliance for addressing the
opportunity.

During the bidding process, the vendor is supposed to provide the requisite Techno-
commercial inputs to ITI as per the Requirements/Specifications/Expectations/Scope of
Work of the prospective customer to win a commercial-favour in terms of award of order to
ITI. The name of the end-customer and other finer details of the Projects would be shared
with the selected bidder prior to the actual bidding to be done by ITI.

In the event of the award of an order to ITI, the selected business associate would act as a
SI/ Vendor to implement the project for which a separate ‘Purchase Order’ would be placed
on the selected SI.

Page: 3 of 80
CHAPTER 2 – IMPORTANT TIMELINES

Sl. No. Information Details

1 Tender Number
EOI No: ITI/MSP-EZ/SOLAR/BSF/2024/432
Date: 02-09-2024
Selection of Project Implementation Agency
(PIA) for Providing, Installation, testing and
commissioning of 25 KWP off Grid Solar Power
2 Work description / Nature of work Plants at BOPs RKB, 19R, Sunil, Mangoor,
Maru, Rann,Wav, Limboni, Ambaji,
Dharnidhar, Bashir, Suigam & Goal Hill of 123
Bn of SHQ BSF Gandhinagar.

3 Estimated Project Cost Rs.4.28 Cr. (rounded-off)

Date of Issue / Publishing of the

4 02-09-2024
EOI/RFP/Tender

Last Date and Time for Submission

5 07-09-2024 at 14:00 Hrs
of Bids

Date and Time of Opening of

6 07-09-2024 at 14:30 Hrs
Technical Bids

Date and Time of Opening of

7 Financial/Commercial Bids of Will be intimated in due course of time
Technically qualified bidders

Online / e-Tendering mode only through ITI e-

8 Mode of Submission of Bid
Wizard Portal https://itilimited.ewizard.in

Rs.5,900/- (Rupees Five Thousand Nine

9 Tender Document Fee
Hundred only)

Rs. 8,57,218/- to be paid through online

10 EMD
along the technical bid

11 Bid Validity 6 months

GM (NSU & MSP-EZ)

12 Tender Issuing Authority ITI Limited, MSP-East Zone, 22 Chittaranjan
Avenue, Kolkata – 700072

Page: 4 of 80
CHAPTER 3 – ELIGIBILITY CRITERIA FOR BIDDERS

The bidders must fulfil the following eligibility criteria:

Sl.
Eligibility Criteria Documents Required
No.

1. Bidder should be registered under the Bidder should submit the following
Companies Act, 1956 / 2013 as amended or documents:
a Proprietorship Firms or Partnership Firms a) Copy of Certificate of
registered under Partnership Act 1932 and Incorporation / Registration
should have at least 3 years of operations in Certificate.
India as on bid submission date. b) Copy of MOA (Memorandum of
Association) and AOA (Article of
Association).
c) Copy of PAN card.
d) Copy of GST Registration
Certificate.
2. Bidder should not have been blacklisted / Bidder should submit an undertaking
debarred by any Govt. department or any signed by CEO / Country Head /
PSU (State or Central) / Autonomous Authorized Signatory of the company
Institution in India as on bid submission on non-judicial stamp paper of INR
date. 100/- or such equivalent amount and
the same to be attested by notary
public.
(Declaration required as per
Annexure-E)
3. All experiences regarding eligibility criteria
will be pertaining to India only. Experiences
outside India will not be considered.

4. Bidder should have the valid ISO Copy of valid certificate.

9001:2008 / ISO 9001:2015 for
Quality Management System.

5. Bidder must submit certain declarations as Declarations as per Annexure-D.

per Annexure-D without which bid would
not be considered for evaluation.
6. Bidder should have an average annual a) Audited financial statements for the
financial turnover during last three (3) last three financial years.
audited years, ending 31st March of the b) Certificate from the Statutory
previous financial year of at least 30% of the Auditor / Company Secretary for
estimated cost of the project [(FY2020-21, the last three financial years.

Page: 5 of 80
Sl.
Eligibility Criteria Documents Required
No.

FY2021-22, FY2022-23) or (FY2021-22,

FY2022-23, FY2023-24)].
Note: Turnover considered would be a
consolidated turnover of the company i.e.
A parent Company can use the turnover
of its child company (100% subsidiary of
parent) but a child company cannot use
parent company’s turnover.
7. Bidder must have positive Net Worth in last a) Audited financial statements for the
three financial years [(FY2020-21, last three financial years.
FY2021-22, FY2022-23) or (FY2021-22, b) Certificate from the Statutory
FY2022-23, FY2023-24)]. Auditor / Company Secretary for
the last three financial years.
8. Bidder should have a project office in the Undertaking as per Annexure-F is to
respective project site. However, if the local be submitted.
presence is not there in the State, the selected
bidder should give an undertaking for
establishment of a project office within one
month of award of the contract.
9. Bidder should have Experience of having Bidder should submit the following
successfully completed similar works in any in support of credentials:
Central or State Govt. / PSU / Autonomous
Institution during last 7 years ending last day Completion Certificate issued &
of month previous to the one in which signed by the competent authority of
applications are invited should be either of the the client entity along with the
following: - supporting documents such as Work
Order / Purchase Order / Contract
a) Three similar completed works each Agreement clearly highlighting the
costing not less than the amount equal to scope of work, Bill of Material and
20% of the estimated cost. value of the contract / order.
OR
b) Two similar completed works each costing
not less than the amount equal to 30% of
the estimated cost.
OR
c) One similar completed work costing not
less than the amount equal to 40% of the
estimated cost.

Page: 6 of 80
Sl.
Eligibility Criteria Documents Required
No.

Note:

 Ongoing projects shall also be considered

towards eligibility provided the bidder
has substantially implemented/completed
the project at least 80% (eighty percent)
of the project (value) which is also
certified by the project head.

Page: 7 of 80
CHAPTER 4 – SCOPE OF WORK

The detailed scope of work will be as per NIT No - 04 /SE(Elect)/NIT/FTR GUJARAT/

ENGG/2024-25 issued by HQrs DG BSF, Block No.10, CGO Complex, Lodhi Road, New
Delhi which is also available at www.bsf.nic.in / www.eprocure.gov.in / http://guj.bsf.gov.in

All the terms and conditions of RFP/Tender of end customer will also be applicable on back-
to-back basis to the bidder if it is not mentioned separately in this EOI/RFP/Tender.

The successful bidder against this EOI/RFP/Tender are required to submit the
following additional fees:

Sl. Description Amount of Fees (in

No. INR)
1. Tender Processing Fee against end-customer’s NIL
NIT/RFP/Tender (non-refundable)
2. Tender Fee / Tender Document Fee / Tender Document NIL
Cost against end-customer’s NIT/RFP/Tender (non-
refundable)
3. Earnest Money Deposit (EMD) / Bid Security against end-
customer’s NIT/RFP/Tender (if not submitted along with --
the technical bid for this EOI) (refundable)

Page: 8 of 80
CHAPTER 5 – FINANCIAL / COMMERCIAL BID FORMAT

Ref: EOI No: ITI/MSP-EZ/SOLAR/BSF/2024/432 Date: 02.09.2024

Nature of Work: Providing, Installation, testing and commissioning of 25 KWP off Grid
Solar Power Plants at BOPs RKB, 19R, Sunil, Mangoor, Maru, Rann,Wav, Limboni,
Ambaji, Dharnidhar, Bashir, Suigam & Goal Hill of 123 Bn of SHQ BSF Gandhinagar

Sl. Item Description In figure In word

No.
A Lumpsum Quote of the project to the end
customer for Supply and Services as per
Schedule of Requirements (SoR) and Scope
of Work (SoW) in INR (without Taxes)
B Margin to ITI as a percentage of A

C Absolute value of Margin = A*B

D Overall Quoted Price of the Bidder to ITI =

A-C

A - Lumpsum Quote of the project to the end customer for Supply and Services as per
Schedule of Requirements (SoR) and Scope of Work (SoW) in INR (without Taxes)
B - Margin to ITI as a percentage of A
C - Absolute value of Margin = A*B
D - Overall Quoted Price of the Bidder to ITI = A-C

 During evaluation process, bidders with least “D” will be considered as L1.
 The bid having higher value of “B” will be selected in case of tied D.
 If the bidder is selected, during the final tender submission, the price to be quoted
shall not be more than price “A” and the margin offered to ITI shall not be less than
“B”.

Note: The BOQ (Bill of Quantity) for which services are required (from the bidder through
this EOI process) will be finalized after the finalization of this EOI only. Post warranty
AMC support (if not mentioned in the main Tender/RFP/EOI/ NIT), if required, is to be
provided by the bidder as per the mutual understanding/acceptance of Bidder, ITI & end
customer.

Signature of authorized person of the bidder with official seal: ………………………

Place: ………………………………………
Date: …………………………..
Full Name in Block Letter: ..………………………………….

Page: 9 of 80
CHAPTER 6 – GENERAL CONDITIONS OF CONTRACT

6.1 BID PREPARATION COST:

6.1.1 The bidder shall be responsible for all costs incurred in connection with
participation in this Tender process, including, but not limited to, costs incurred
in conduct of informative and other diligence activities, participation in
meetings/discussions/presentations, preparation of bid, in providing any
additional information required by ITI to facilitate the evaluation process and in
negotiating a definitive contract or all such activities related to the bid process.

6.1.2 ITI shall in no case be responsible or liable for those costs, regardless of the
conduct or outcome of the bidding process.

6.2 AUTHENTICATION OF BID:

A bid should be accompanied by a power-of-attorney in the name of the signatory of

the bidder.

6.3 LANGUAGE OF BID:

The Bids prepared by the Bidder and all correspondence and documents relating to the
bids exchanged by the Bidder and the Purchaser, shall be written in English language.
However, any printed literature furnished by the Bidder may be written in another
language provided that the same is accompanied by its English translation in which
case, for purposes of interpretation of the bid, the English translation shall govern.

6.4 AMENDMENT TO EOI/RFP/TENDER:

6.4.1 At any time prior to the last date for receipt of bids, the purchaser, for any reason,
whether at its own initiative or in response to a clarification requested by a
prospective Bidder, may modify the Tender Document by an amendment. The
amendment shall be notified on Website URL and should be taken into
consideration by the prospective bidders while preparing their bids.

6.4.2 In order to provide the prospective Bidders reasonable time to take the
amendment into account in preparing their bids, the Purchaser may, at its
discretion, extend the last date for the receipt of Bids.

6.5 DOCUMENTS COMPRISING THE BIDS:

Page: 10 of 80
 6.5.1 ITI’s Tender document can be downloaded from ITI website www.itiltd.in or
CPP portal https://eprocure.gov.in The hard copy of the Tender document is not
available for sale by ITI. The soft copy of the tender along with all corrigendum
may be downloaded from the website and referred for bid preparation.
The bids prepared by the Bidder shall comprise of the following Documents:

6.5.2 Tender Document Fee

6.5.3 Earnest Money Deposit (EMD)
6.5.4 Technical Bid and
6.5.5 Financial / Commercial Bid

6.5.6 Bids in prescribed forms shall be submitted in two sealed covers (Technical and
Financial Bids in separate envelops) mentioning clearly the Name of the
project, tender no. and tender due date with such superscription on the top of
envelope as:

ITI Limited
MSP-East Zone
22, Chittaranjan Avenue
Kolkata – 700072

6.6 TECHNICAL BID [Envelop-I]:

It shall have the full name, address of the bidder / the authorized agent delivering
the tender at the bottom left hand corner of the sealed cover. The cover shall
consist of the following:

1 Power of Attorney (POA) towards bid signing authority / Authorization letter

from Director or CEO of the Bidder (in Company’s letterhead) authorizing the
person towards bid signing authority.
2 Bid Covering Letter (as per Annexure-A).
3 Bidder’s Profile (as per Annexure-B).
4 Tender Document Fee.
5 EMD in the form of Bank Guarantee drawn from a Scheduled Bank or Bank
Transfer through NEFT/RTGS. If the bidder is allowed to submit Bid Security
Declaration at the time of bid submission against ITI EOI, then the bidder has
to submit the Bid Security Declaration (as per Annexure-H) along with bid
document. However, the successful bidder must submit the actual EMD to ITI
before bidding of end customer’s tender.
6 Certificate of Incorporation, Memorandum of Association (MOA) & Articles
of Association (AOA).
7 PAN Registration Certificate / PAN Card.
Page: 11 of 80
 8 GST Registration Certificate.
9 EPF & ESI Registration Certificates.
10 ISO Certificate.
11 Clause-by-clause Compliance Statement of Bidder’s Eligibility Criteria (as
per Annexure-C) along with supporting documents.
12 General Declaration of Bidder (as per Annexure-D).
13 Declaration of Bidder being not Blacklisted / Debarred (as per Annexure-E).
14 Declaration of Bidder towards Local Presence in Project Site (as per
Annexure-F).
15 Audited financial statements (Balance Sheet & P/L Accounts) for last three
financial years [(2019-2020, 2020-21 & 2021-22) OR (2020-21, 2021-22 &
2022-23)].
16 Certificate from Statutory Auditor / CA specifying the Positive Net Worth for
last three years [(2019-20, 2020-21 & 2021-22) OR (2020-21, 2021-22 &
2022-23)].
17 Experience Certificates: Work Order / Agreements of the projects along with
completion certificates clearly highlighting the Scope of Work (SOW), Bill of
Material (BOM), cost of the project(s). The experience is required to meet the
eligibility conditions detailed in the Bidder’s Eligibility Criteria.
18 Certification in bidder’s letter head towards Funding Plan to execute the
project OR Solvency Certificate from the banker.
19 Integrity Pact (as per Annexure-I).
20 Tender document duly signed by the authorized person of the Bidder at bottom
of each page of the complete tender document as an acceptance for having
read, understood and accepted the tender.
21 All other docs as mentioned in this tender elsewhere.

Note:
ITI or its nominee reserves the right to cross check / validate the authenticity of the
documents submitted and the information provided in the Pre-qualification and Eligibility
criteria. The requisite support to prove the claims must be provided by the Bidder failing
which the supporting document shall be not be considered as provided following the
consequences of false claim by the bidder.

6.7 FINANCIAL / COMMERCIAL BID [Envelop-2]:

I t shall consist of financial bid for all the components mentioned in the tender
document.

Page: 12 of 80
 6.7.1 Financial Bid to be submitted as per the proforma mentioned in the tender
document. Submission of Financial Bid other than prescribed proforma is liable
for rejection.

6.7.2 Incomplete bids are liable for rejection.

6.7.3 The financial bid/quote at any other place than designated place, will make the
bid liable for rejection.

6.8 CLARIFICATIONS:

Bidders desirous of seeking clarifications on the tender may clarify the matter through
email / Mobile to the following address:

ITI Limited
MSP-East Zone
22 Chittaranjan Avenue, Kolkata – 700072
Email: [email protected], [email protected],

Shri Nitish Kumar Bokade, AGM (NSU & MSP Guwahati), Mobile- 9935108085
Shri R.K. Paliwal, Chief Manager (MM), Mobile- 9986597700
Shri P. Gupta, AGM (Projects & MM), Mobile- 9432233188 / 8240724210
P.C. Mandal, AGM (Mktg. & HR), Mobile- 9903220245 / 9433030245

6.9 BID PRICES:

6.9.1 The Bidder shall indicate in the prescribed proforma, the unit rates and total Bid
Prices of the equipment / services, it proposes to provide under the Contract.
Prices should be shown separately for each item as detailed in Financial Bid
Format.

6.9.2 In the absence of above information as requested, bid shall be considered as

incomplete and be summarily rejected.

6.9.3 The Bidder shall prepare the bid based on the details provided in the
EOI/RFP/Tender. It must be clearly understood that the Scope of Work is
intended to give the Bidder an idea about the order and magnitude of the work
and is not in any way exhaustive and guaranteed by the Purchaser. The Bidder
shall carry out all the tasks in accordance with the requirement of the
EOI/RFP/Tender and it shall be the responsibility of the Bidder to fully meet all
the requirements of the tender.

Page: 13 of 80
6.10 FIRM PRICES:
6.10.1 Prices quoted in the bid must be firm and final and shall not be subject to any
upward modifications, on any account whatsoever. However, the Purchaser
reserves the right to negotiate the prices quoted in the bid to effect downward
modification. The Bid Prices shall be indicated in Indian Rupees (INR) only.

6.10.2 The Financial bid should clearly indicate the price to be charged and the taxes
shall be applicable as per actual. It is mandatory that such charges wherever
applicable/payable should be indicated separately in Financial Bid Format. In
case there is a change in the applicable taxes, the same shall apply.

6.11 DISCOUNT:
The Bidders are advised not to indicate any separate discount in the Financial Bid.
Discount, if any, should be merged with the quoted prices. Discount of any type,
indicated separately, shall not be taken into account for evaluation purpose. However,
in the event of such an offer is found to be the lowest without taking into account the
discount, the Purchaser shall avail such discount at the time of award of contract.

6.12 TAXES:
6.12.1 Prices charged by the supplier for goods delivered and services performed
under the contract shall not be higher than the prices quoted by the Supplier
in its Bid except for variation caused by change in taxes/duties as mentioned
below.
6.12.2 For changes in taxes/duties during the scheduled delivery period, the unit
price shall be regulated as under:
a) Prices will be fixed at the time of issue of purchase order as per taxes
and statutory duties applicable at that time.
b) In case of reduction of taxes and other statutory duties during the
scheduled delivery period, purchaser shall take the benefit of decrease
in these taxes/ duties for the supplies made from the date of enactment
of revised duties/ taxes.
c) In case of increase in duties/ taxes during the scheduled delivery period,
the purchaser shall revise the prices as per new duties/ taxes for the
supplies, to be made during the remaining delivery period as per terms
and conditions of the purchase order.
6.12.3 Any increase in taxes and other statutory duties/ levies after the expiry of the
delivery date shall be to the supplier's account. However, benefit of any

Page: 14 of 80
 decrease in these taxes/ duties shall be passed on to the Purchaser by the
supplier.

6.13 INSURANCE:
6.13.1 The Goods supplied under this Contract shall be fully insured by the PIA,
against any loss or damage up to the time it is delivered to the PIA-designated
carrier for shipment to Purchaser or to Purchaser’s designated location. The
PIA shall submit to the Purchaser, certificate of insurance issued by the
insurance company, indicating that such insurance has been taken.
6.13.2 The PIA shall bear all the statutory levies like customs, insurance, freight, etc.
applicable on the goods during their shipment from respective
manufacturing/shipment site of the OEM to the end customer.
6.13.3 All charges like transportation charges, octroi, etc. that may be applicable till
the goods are delivered at the respective site of installation shall also be borne
by the PIA.
6.13.4 The PIA during the term of this contract undertakes to ensure that it has taken
or shall take up all appropriate insurances for the delivery of goods that it is
required to undertake under law as well as to adequately cover its obligations
under this Contract: shall take out and maintain, at his own cost insurance
with IRDA approved insurers against the risks, and for the coverage, as
specified below: shall pay all premium in relation thereto and shall ensure that
nothing is done to make such insurance policies void or voidable at the
Purchaser’s request, shall provide certificate of insurance to the Purchaser
showing that such insurance has been taken out and maintained. Employer's
liability and workers' compensation insurance in respect of the Personnel of
the PIA / PIA s’ Team, in accordance with the relevant provisions of the
Applicable Law, as well as, with respect to such Personnel, any such life,
health, accident, travel or other insurance as may be appropriate; and
Insurance against loss of or damage to (i) equipment or assets procured in full
or in part for fulfilment of obligations under this Contract (ii) the PIA s’ assets
and property used in the performance of the Services.

6.14 WARRANTY:
6.14.1 A comprehensive on-site warranty and Operations & Maintenance on all
goods supplied under this contract shall be provided by the respective
Original Equipment Manufacturer (OEM) through PIA till the end of the
Contract.
6.14.2 Technical Support shall be provided by the respective OEM till the end of the
contract period.
Page: 15 of 80
 6.14.3 The PIA warrants that the goods supplied under the Contract are new, non-
refurbished, unused and recently manufactured; shall not be nearing End of
Sale / End of Support; and shall be supported by the PIA and respective OEM
along with service and spares support to ensure its efficient and effective
operation for the entire duration of the contract.
6.14.4 The PIA warrants that the goods supplied under this contract shall be of the
reasonably acceptable grade and quality and consisted with the established
and generally accepted standards for materials of this type. The goods shall
be in full conformity with the specifications and shall operate properly and
safely. All recent design improvements in goods, unless provided otherwise
in the Contract, shall also be made available.
6.14.5 The PIA further warrants that the Goods supplied under this Contract shall be
free from all encumbrances and defects/faults arising from design, material,
manufacture or workmanship (except in so far as the design or material is
required by the Purchaser's Specifications).
6.14.6 The Purchaser shall promptly notify the PIA in writing of any claims arising
under this warranty.
6.14.7 Upon receipt of such notice, the PIA shall, with all reasonable speed, repair
or replace the defective Goods or parts thereof, without prejudice to any other
rights which the Purchaser may have against the PIA under the Contract.
6.14.8 If the PIA, having been notified, fails to remedy the defect(s) within a
reasonable period, the Purchaser may proceed to take such remedial action as
may be necessary, at the PIA’s RISK & EXPENSE and without prejudice to
any other rights which the Purchaser may have against the PIA under the
Contract.

6.15 BIDDER QUALIFICATION:

6.15.1 The "Bidder" as used in the RFP shall mean the one who has signed the Tender
Form. The Bidder may be either the Principal Officer or his duly Authorized
Representative, in either cases he/she shall submit a certificate of authority.
All certificates and documents (including any clarifications sought and any
subsequent correspondences) received hereby, shall, be furnished and signed
by the authorized representative and the principal officer.
6.15.2 It is further clarified that the individual signing the bid or other documents in
connection with the RFP must certify whether he/she signs as the Constituted
attorney of the firm, or a company.
6.15.3 The authorization shall be indicated by written power-of-attorney
accompanying the bid.

Page: 16 of 80
 6.15.4 The power or authorization and any other document consisting of adequate
proof of the ability of the authorized signatory to bind the Bidder shall be
annexed to the bid.
6.15.5 Any change in the Principal Officer shall be intimated to ITI in advance.

6.16 TENDER DOCUMENT FEE:

6.16.1 Tender document fee of Rs.5,900/- (Rupees Five Thousand Nine Hundred
Only) (Basic Fee-Rs.5,000/- plus GST @18%) shall be payable with the bid.
This shall be submitted in the form of Bank Transfer only through
NEFT/RTGS in favour of “ITI Limited” payable at Kolkata (MSP-EZ, 22
Chittaranjan Avenue, Kolkata – 700072) along with the bid document. The
Bank details for crediting / transferring money to ITI Limited is as below.

Bank: Punjab National Bank

Branch: Chittaranjan Avenue
Branch Address: 31 Chittaranjan Avenue, Kolkata – 700012
Account No: 0091002100896950
IFSC: PUNB0009100
MICR: 700024011
A/c Type: Current

6.16.2 The Tender document fee is neither refundable nor transferable.

6.17 BID SECURITY / EARNEST MONEY DEPOSIT (EMD):

The bidder shall be required to submit the Bid Security / Earnest Money Deposit
(EMD) with the offer/bid for the due performance with the stipulation to keep the
offer open till such date as specified in the tender, under the conditions of tender.
The Bid Security shall be as under in general if not specified in Chapter-2
(Important Timelines):

Estimated value of the Value of Bid Security / Earnest Money Deposit (EMD)
work / tender
For works estimated up 1% (one percent) of the estimated cost of the work.
to Rs.10 crore
For works estimated Rs.10 lakhs plus 0.5% (half percent) of the excess of the
above Rs.10 crore estimated cost of work beyond Rs.10 crore subject to a
maximum ceiling of Rs.1 crore.

Note:
 In case of back-to-back tender/order, EMD amount will be as per above
Page: 17 of 80
 calculations or as per end customer’s tender/order requirement whichever is
higher.

 In case of back-to-back tender/order, if ITI is exempted from EMD

submission because of Government entity (PSU), the same benefit can’t be
passed-on to the back-end partner/bidder.

 It may be noted that no bidder in any case is exempted from deposit of EMD
irrespective of its status. Bid submitted without EMD shall be summarily
rejected.

6.17.1 The Bid Security will not be accepted in cash, FDR (Fixed Deposit
Receipt), or Banker’s Cheques/Demand Drafts in normal circumstances.

6.17.2 The tenderer shall not submit any bids online unless the tenderer has
deposited requisite Bid Security online / submitted a Bank Guarantee
bond on the e-Tendering portal of ITI.

6.17.3 No interest shall be payable on Bid Security by ITI.

6.17.4 No previous Bid Security or Security Deposit, etc. submitted earlier in

connection with any tender (s), will be adjusted towards the present, nor will
any such request or correspondence be entertained.

6.17.5 The Bid Security of the unsuccessful bidder(s) will be returned to the
unsuccessful tenderer(s) within a reasonable time. ITI shall not be
responsible for any loss or depreciation that may happen to the security
for the due performance of the stipulation to keep the offer open for the
period specified in the tender document or to the Bid Security while in
their possession nor be liable to pay interest thereon.

6.17.6 The Bid Security of the successful bidder(s) will be retained and adjusted
as part of the security deposit for the due and faithful fulfilment of the
contract. If the successful bidder submits the full amount of Performance
Security, then the Bid Security / EMD submitted during tendering stage
will be returned to the successful bidder.

6.17.7 The Bid Security shall be deposited either in cash through e-payment
mode (NEFT/RTGS/Bank Transfer) or submitted as Bank Guarantee
bond from a scheduled commercial bank of India or as mentioned in
tender documents. The documentary proof towards on-line EMD
submission must be up-loaded to the e-Procurement portal.

6.17.8 The Bank details for crediting / transferring money to ITI Limited is as below.

Bank: Punjab National Bank

Page: 18 of 80
 Branch: Chittaranjan Avenue
Branch Address: 31 Chittaranjan Avenue, Kolkata – 700012
Account No: 0091002100896950
IFSC: PUNB0009100
MICR: 700024011
A/c Type: Current

6.17.9 In case, submission of Bid Security in the form of Bank Guarantee,

following shall be ensured:

a. A scanned copy of the Bank Guarantee shall be uploaded on e-

Procurement Portal while applying to the tender. The Bank Guarantee
bond shall be as per Annexure-G and shall be valid for a period of 2
months beyond the bid validity period.

b. The original Bank Guarantee should be delivered in person to the

official nominated as indicated in the tender document before closing
date for submission of bids.

c. Non submission of scanned copy of Bank Guarantee with the bid on

e-Procurement portal and/or non-submission of original Bank
Guarantee before closing date for submission of bids shall lead to
summary rejection of bid.

d. The details of the BG, physically submitted should match with the
details available in the scanned copy and the data entered during bid
submission time, failing which the bid will be rejected.

e. The Bank Guarantee shall be placed in an envelope, which shall be

sealed. The envelope shall clearly bear the identification Bid for the
“Name of Work” and shall clearly indicate the name and address of the
Bidder. In addition, the Bid Due Date should be indicated on the right
hand top corner of the envelope.

f. The envelope shall be addressed to the officer and address as

mentioned in the tender document.

g. If the envelope is not sealed and marked as instructed above, the

Authority assumes no responsibility for the misplacement or
premature opening of the contents of the Bid submitted and
consequent losses, if any, suffered by the Bidder.

6.17.10 The Bid Security / EMD shall be forfeited under the following conditions:

a) If a bidder withdraws its Bid during the period of bid validity as

specified in this tender and/or as extended from time to time or fails
Page: 19 of 80
 to honour the LOI.

b) If a bidder engages in a corrupt practice, fraudulent practice,

coercive practice, undesirable practice or restrictive practice during
tendering stage.

c) If the bidder being found to have indulged in any suppression of

facts, furnishing of fraudulent statement, misconduct, or other
dishonest or unethical activity.

d) If the information provided by the bidder is found to be false or

forged documents have been provided. This will entail black listing
of the bidder also.

e) In the case of selected bidder, if it fails to furnish the Performance

Security within the period prescribed in the tender or Letter of Intent
(LOI) and/or to sign the contract agreement within the stipulated
time limit.

6.18 PERFORMANCE BANK GUARANTEE (PBG):

6.18.1 The successful bidder shall submit a Performance Bank Guarantee (PBG)
from a Scheduled Bank within 15 days from the date of issue of LOI which
should remain valid for a period of 2 months beyond the date of completion
of all contractual obligations of the contract.

6.18.2 The value of PBG shall be @5% of the work order amount in general. But,
in case of back-to-back business, the PBG amount shall be @5% of the
work order amount or as per end customer’s PBG clause whichever is
higher.

6.18.3 The successful bidder shall submit the PBG within 15 days from the date
of issue of LOI. If the PBG has not been submitted by the bidder within 15
days from the date of issue of LOI, then the successful bidder may submit
the same within 30 days with 12% penal interest on the amount of
performance guarantee from the 15th day to the actual date of submission
(within the cut-off of 30 days). However, if PBG is not submitted within
30 days, then ITI reserves the right to cancel the LOI duly forfeiting the
EMD.

6.18.4 The bidder shall extend the PBG on demand by ITI as per the requirement
of the project till the contractual obligation is completed.

6.18.5 The performance Bank Guarantee (PBG) shall be released after physical

Page: 20 of 80
 completion of the work based on Completion Certificate issued by the
competent authority stating that the contractor has completed the work in
all respect satisfactorily.

6.18.6 The PBG shall be forfeited/en-cashed under the following conditions:

a) If the bidder does not start the work as per tender/order terms and
conditions.

b) If the bidder does not perform the work satisfactorily as per the
requirement of the tender/order schedule.

c) If the bidder engages in a corrupt practice, fraudulent practice,

coercive practice, undesirable practice or restrictive practice
during order execution stage.

Note: In case of back-to-back tender/order, if ITI is exempted from PBG

submission because of Government entity (PSU), the same benefit can’t be
passed-on to the back-end partner/bidder.

6.19 SECURITY DEPOSIT (SD):

6.19.1 Once the material is handed over / issued to the contractor, the contractor
shall be responsible for the security of the material irrespective of the fact
that the material is kept in customer’s premises. The contractor shall make
adequate arrangements at the site as deemed necessary for guarding the
same from thefts or damage of any sort. In the event of any loss, the
contractor shall be responsible to that effect. The cost of stores lost/damaged
shall be realized by the customer/ITI out of any payments due to the
contractor in this contract or from any other contract executed by Govt.
of India.

6.19.2 In addition to PBG, 5% of the contract value shall be recovered as security

deposit proportionately from the payments being made against the
contractor’s bills. This is being recovered because of the involvement of
materials, tools, machineries etc. being issued to the contractor time-to-
time for project execution.

6.19.3 In case the contractor furnishes an additional Bank Guarantee from a

scheduled bank against 5% SD, then the same shall be accepted and no
SD shall be deducted from the running bills of the contractor.

6.19.4 Security Deposit shall be released to the contractor after physical

completion of the work based on Completion Certificate issued by the
Page: 21 of 80
 competent authority stating that the contractor has completed the work in all
respect satisfactorily along with material reconciliation and that too after the
expiry of warranty period.

6.19.5 No interest shall be payable upon the Security Deposit or amounts payable
to the Contractor under the Contract.

6.19.6 Whenever the contract is rescinded as a whole, the Security Deposit already
with ITI under the contract shall be forfeited. However, in case the contract
is rescinded in part or partial, the Security Deposit shall not be forfeited.

6.19.7 In case of back-to-back tender/order, the SD shall be as per end

customer’s tender/order terms and conditions.

6.19.8 Security Deposit mentioned above shall be returned to the Contractor

after the following:
a) Expiry of warranty period as mentioned in the tender document.
b) Final Payment is made of the Contract.

6.20 LIQUIDATED DAMAGES:

6.20.1 Time is the essence of contract and the materials/services, against an order
arising out of this enquiry, must be delivered by the supplier according to the
delivery schedule indicated in the PO/WO. In case of any change in delivery
schedule, the supplier should inform ITI in advance and obtain ITI/end
customer’s approval to the revised delivery schedule. Should the supplier fail
to deliver the material/services in part or full thereof as per the delivery
schedule, or any extension thereof, ITI shall be entitled at its own discretion
either to recover from the supplier, as penalty, a sum equivalent to 0.5% (half
percent) per week for such delay or part thereof or terminate the contract in
respect of the balance supply so delayed and purchase materials/services
elsewhere at the risk and cost of the defaulting supplier.

6.20.2 Penalties shall be capped to maximum of 10% of total cost of project. Beyond
10%, the Purchaser has the right to terminate the contract or a portion or part
of the work thereof. The purchaser shall give 15 days’ notice to the contractor
of its intention to terminate the Contract and shall terminate the Contract
unless the supplier initiates remedial action acceptable to the Purchaser during
the 15 days’ notice period.

6.20.3 In case of back-to-back contract, the LD terms applicable to the supplier will
be as per the original order issued to ITI by end customer OR as per above
Page: 22 of 80
 calculation (half percent per week for the delayed services subject to
maximum capping of 10% of the project cost) whichever is higher.

6.20.4 ITI Limited may without prejudice to its right to effect recovery by any other
method, deduct the amount of liquidated damages from any money belonging
to the supplier in its hands (which includes the ITI Limited’s right to claim
such amount against supplier’s Bank Guarantee) or which may become due
to the supplier. Any such recovery or liquidated damages shall not in any way
relieve the supplier from any of its obligations to complete the Works or from
any other obligations and liabilities under the Contract.

6.21 PENALTY:
Ongoing performance and service levels shall be as per parameters stipulated by the
Purchaser in this EOI/RFP/Tender, failing which the Purchaser may, at its discretion,
impose Penalties on the supplier apart from Liquidated Damages (LD).

6.22 PAYMENT TERMS:

Payment terms is totally on milestone based as per end customer’s tender terms and
that too after receipt of payment from end customer. Statutory deductions will be made
as per Govt. guidelines.

6.23 PERIOD OF VALIDITY OF BIDS:

6.23.1 Bid shall remain valid for a period of 6 months from date of opening of the
bids (Qualifying Bid). A Bid valid for a shorter period shall be rejected by ITI
as non-responsive.

6.23.2 In exceptional circumstances, the tendering authority may request the consent
of the bidder for an extension to the period of bid validity. The request and
the response thereto shall be made in writing. In such cases, the bid security
provided shall also be suitably extended. The bidder may refuse the request
without forfeiting its bid security. A bidder accepting the request and granting
extension will not be permitted to modify its bid.

6.24 SIGNING OF BID:

6.24.1 The bidder shall prepare, as a part of his bid, the bid documents duly signed on
each and every page establishing the conformity of his bid to the bid documents
of all the works to be executed by the bidder under the contract.
Page: 23 of 80
 6.24.2 The bid shall contain no inter-lineation, erasures or overwriting except as
necessary to correct errors made by the bidder in which case such corrections
shall be signed with dated by the person or persons signing the bid.

6.25 LATE BID:

Any bid received by the Purchaser after the last date and time for receipt of bids
prescribed by the Purchaser, shall be rejected.

6.26 MODIFICATION AND WITHDRAWAL OF BID:

6.26.1 No bid shall be altered / modified subsequent to the closing date and time for
receipt of bids. Unsolicited correspondences from Bidders shall not be
considered.
6.26.2 No bid shall be withdrawn in the interval between the last date for receipt of
bids and the expiry of the bid validity period specified by the Bidder in the
Bid. Withdrawal of a bid during this interval may result in the Bidder’s
forfeiture of its EMD.

6.27 CONTRACTING THE PURCHASER:

6.27.1 No Bidder shall contact the Purchaser on any matter relating to its bid, from
the time of bid opening to the time the Contract is awarded.
6.27.2 Any effort by a Bidder to influence the Purchaser’s bid evaluation, bid
comparison or contract award decisions may result in the rejection of the
Bidder’s bid.

6.28 OPENING OF TECHNICAL BIDS BY THE PURCHASER:

The Purchaser shall convene a bid opening session as per time schedule where one
representative from the Bidder, who has successfully submitted the bid, can
participate. Subsequent to this, Purchaser shall further open the Bid of only those
agencies whose EMD and Tender Fee found to be in order.

6.29 EVALUATION OF BIDS:

6.29.1 A committee shall be formed for evaluation of the bids. Decision of the
committee would be final and binding upon all the Bidders.
Page: 24 of 80
 6.29.2 The evaluation process of the EOI/RFP/Tender proposed to be adopted by the
Purchaser is indicated in this EOI/RFP/Tender. The purpose of this clause is
only to provide the Bidder(s) an idea of the evaluation process that the
Purchaser may adopt. However, the Purchaser reserves the right to modify
the evaluation process at any time during the Tender process, without
assigning any reason, whatsoever, and without any requirement of intimating
the Bidder(s) of any such change.
6.29.3 Bidder must possess the requisite experience, strength and capabilities in
providing the services necessary to meet the Purchaser’s requirements, as
described in the EOI/RFP/Tender. Bidder must possess the technical know-
how of the project before bidding. The Bidder’s bid must be complete in all
respect and covering the entire scope of work.

6.30 PRELIMINARY EXAMINATION:

6.30.1 The Purchaser shall examine the bids to determine their responsiveness, i.e.
whether they are complete, whether the bid format confirms to the
EOI/RFP/Tender requirements, whether any computational errors have been
made, whether required EMD and Tender Fee have been furnished, whether
the documents have been properly signed, and whether the bids are generally
in order.
6.30.2 A bid determined as not substantially responsive shall be rejected by the
Purchaser and may not subsequently be made responsive by the Bidder by
correction of the nonconformity.

6.31 CLARIFICATION:
6.31.1 Bidders are requested to submit all the documents as per the requirement of
EOI/RFP/Tender along with the bid. The short-fall in documentation from the
bidder part will lead to disqualification of the bidder. Purchaser is not liable
to get the shortfall documents from bidder during tender evaluation phase.
6.31.2 When deemed necessary, during the tendering evaluation process, the
Purchaser may seek clarifications on any aspect from any or all the Bidders.
However, that would not entitle the Bidder to change or cause any change in
the substance of the tender submitted or price quoted.
6.31.3 Purchaser reserves the right to seek clarifications on the already submitted
documents at any time.

6.32 EVALUATION OF ELIGIBILITY CRITERIA:

Page: 25 of 80
 6.32.1 In this part, the bids shall be reviewed for determining the Compliance of the
general conditions of the contract and Eligibility Criteria as mentioned in the
EOI/RFP/Tender. Any deviation for general conditions of the contract and
eligibility criteria shall lead to rejection of the bid.
6.32.2 Bidders are expected to meet all the conditions of the EOI/RFP/Tender and
the eligibility criteria as mentioned below. Bidders failing to meet these
criteria or not submitting requisite supporting documents / documentary
evidence in support of eligibility criteria are liable to be rejected summarily.

6.33 FINAL BID EVALUATION:

6.33.1 If any bidder withdraws his bid, at any stage after the last date and time of bid
submission till the final evaluation or declaration of the final selected bidder,
it shall be declared a “defaulting bidder” and EMD of such defaulting bidder
shall be forfeited. In such situation the tendering process shall be continued
with the remaining bidders as per their ranking.
6.33.2 If the successful bidder refuses to perform contract agreement within
stipulated timeline, the bidder shall be declared as defaulting bidder and EMD
of such defaulting bidder shall be forfeited. ITI reserves right to
blacklist/debar such company for minimum three (03) Years from
participating in any ITI tender. In such situation, the tendering process shall
be continued with the remaining bidders as per their ranking on approved
rates.

6.34 TECHNICAL REJECTION CRITERIA:

6.34.1 Technical Bid containing financial details.
6.34.2 Disclosure of Prices in any form or by any reason before opening of the
Financial Bids.
6.34.3 Failure to furnish all information mentioned in the EOI/RFP/Tender or
submission of a bid not substantially responsive to the EOI/RFP/Tender in
every respect.
6.34.4 Bidders not quoting for the complete scope of work as indicated in the
EOI/RFP/Tender, addendum (if any) and any subsequent information given
to the Bidder.
6.34.5 Bidders not complying with the material, specifications and General
Conditions of the Contract as stated in the EOI/RFP/Tender.
6.34.6 The Bidder not conforming to unconditional acceptance of full responsibility
Page: 26 of 80
 of providing services in accordance with the General Conditions of Contract,
Special Conditions of Contract and Scope of work of this EOI/RFP/Tender.
6.34.7 If the bid does not conform to the timelines indicated in the EOI/RFP/Tender.

6.35 FINANCIAL REJECTION CRITERIA:

6.35.1 Incomplete Financial Bid.
6.35.2 If Priced BoM is not provided with the Financial Bid.
6.35.3 Financial Bids that do not conform to the EOI/RFP/Tender’s financial bid
format.
6.35.4 If there is an arithmetic discrepancy in the financial bid calculations, the
Purchaser shall rectify the same. If the Bidder does not accept the correction
of the errors, it may be rejected.

6.36 BIDDER’S LIABILITY TOWARDS ITS DEPLOYED RESOURCES:

6.36.1 The persons deployed should be polite, cordial and efficient while handling
the assigned work and their actions should promote goodwill and enhance the
image of Bidder’s organization as well as ITI.
6.36.2 Bidder shall be responsible for human resource management of all the
deployed resources including recruiting, hiring, deploying and settlement on
time of leaving the organisation within the defined statutory timeline.
6.36.3 Bidder shall provide the backup resource on termination / absence due to
medical exigencies / resignation of a resource within a time period of 15 days.
However, bidder must ensure deployment of resources (replacement) at each
and every location at any point of time in case a regular resource is on leave.
Leave and related matters of all resources will be looked after by the Bidder.
6.36.4 Bidder shall be responsible for all statutory payment to the deployed
manpower including all statutory dues and ITI shall have no liability in
this regard.
6.36.5 Bidder shall also be liable for depositing all taxes, levies, Cess etc. on account
of service rendered by it to ITI & Income Tax or concerned tax collection
authorities from time to time as per extant rules and regulations on the matter.
6.36.6 ITI also reserves the right to reject any or all the manpower provided, even
after deployment, if they do not conform to the required qualifications or
performance specifications (i.e. if their performance is not satisfactory) or
where the manpower is absent without any reasonable cause.
6.36.7 The Bidder shall be solely responsible for the redressal of grievances or
resolution of disputes relating to persons deployed. The ITI shall, in no way,
be responsible for settlement of such issues whatsoever.
Page: 27 of 80
 6.36.8 The manpower deployed by Bidder shall be the employees of the Bidder
for all intents and purposes and in no case, there shall be a relationship
between the said deployed manpower and ITI/end customer.
6.36.9 The entire financial liability towards persons deployed in the project sites
of ITI or end customer shall be of Bidder’s responsibility. ITI or end
customer in no way shall be liable. It will be the responsibility of Bidder
to pay to the person deployed a sum not less than the minimum wages act
of the Government and shall produce such evidence to ITI if asked by
ITI.
6.36.10 ITI shall not be responsible for any financial loss or any injury or death
to any person deployed by the Bidder in the course of their performing
the functions / duties, or for payment towards any compensation.
6.36.11 Neither Bidder nor its personnel / workmen can be treated as employees
of ITI / end customer for any purposes. They are not entitled for any
claim, right, preference, etc. over any job/employment (temporarily/ad-
hoc/daily wages/regular capacity) of ITI / end customer. Bidder or its
workmen shall not at any point of time have any claim whatsoever
against ITI / end customer.
6.36.12 Bidder shall undertake to indemnify ITI against any such claims by the
manpower deployed by them.

6.37 SUB-CONTRACT:
6.37.1 The sub-contracting of work in totality against this EOI/RFP/Tender is not
allowed.
6.37.2 If sub-contracting of work in part is un-avoidable, the bidder shall notify the
Purchaser in writing of all subcontracts awarded under this contract if not
already specified in its bid. Such notification, in its original bid or later shall
not relieve the bidder from any liability or obligation under the Contract.
6.37.3 There shall be only one level of sub-contracting i.e. the sub-contractor,
appointed by the bidder shall directly execute the work without further sub-
contracting the work.

6.38 CONSORTIUM BIDDING:

6.38.1 Consortium bidding is not allowed for this EOI/RFP/Tender. However, ITI
may submit the bid to the end customer in consortium with the successful
bidder.
6.38.2 If Consortium bidding is allowed for this EOI/RFP/Tender, the credentials of
consortium partner will also be considered (if required) to fulfil the eligibility
criteria of the bidder.

Page: 28 of 80
6.39 PURCHASER’S RIGHT TO VARY SCOPE OF CONTRACT:
The Purchaser may at any time, by a written order given to the Bidder, make changes
to the scope of the Contract as specified.

6.40 PURCHASER’S RIGHT TO ACCEPT MINOR DEVIATIONS OF THE

SUBMITTED BIDS:
The Purchaser may at its own discretion accept minor deviations of the submitted bids
which are not affecting the contractual performance of the contract.

6.41 PURCHASER’S RIGHT TO ACCEPT ANY BID AND TO REJECT ANY OR

ALL BIDS:
The Purchaser reserves the right to accept any or all bid, and to annul the tender process
or reject all bids at any time prior to award of contract, without thereby incurring any
liability to the affected Bidder or Bidders or any obligation to inform the affected
Bidder or Bidders of the grounds for the Purchaser's action.

6.42 PURCHASER’S RIGHT TO ACCEPT EXPERIENCE CERTIFICATE FROM

PUBLIC LISTED COMPANY:
Work experience certificates from Govt. Organizations (Central / State / PSU /
Autonomous body) only shall be considered. However, in addition to work experience
certificates issued by any Govt. Organization, work experience certificate issued by
Public listed company having average annual turnover of Rs.500 crore and above in
last 3 financial years excluding the current financial year, listed on National Stock
Exchange or Bombay Stock Exchange, incorporated/registered at least 5 years prior to
the date of closing of tender, shall also be considered provided the work experience
certificate has been issued by a person authorized by the Public listed company to issue
such certificates.

6.43 CALCULATION OF BID CAPACITY OF THE BIDDER:

The Bidder will be qualified only if its available bid capacity is equal to or more than
the total bid value of the present tender. The available bid capacity shall be calculated
as under:

Available Bid Capacity = [A x N x 2] – 0.33 x N x B

Page: 29 of 80
 Where,

A = Maximum value of construction works executed and payment received in any one
of the previous three financial years or the current financial year (up to date of inviting
tender), taking into account the completed as well as works in progress.

N= Number of years prescribed for completion of work for which bids has been
invited.

B = Value of existing commitments and balance amount of ongoing works with the
tenderer as on date one month prior to the tender closing date to be completed in next
‘N’ years.

6.44 NOTIFICATION OF AWARD:

6.44.1 Prior to the expiry of the period of bid validity, the Purchaser shall notify the
Bidder in writing by fax/email, followed by registered letter to be confirmed in
writing by registered letter, that its bid has been accepted.
6.44.2 The notification of award shall constitute the formation of the Contract.
6.44.3 Upon furnishing of Bank Guarantee for contract performance by Successful
Bidder, the Purchaser may notify each unsuccessful Bidder and shall refund
their EMD.

6.45 AWARD OF CONTRACT:

6.45.1 Work shall be awarded to only one technically and commercially responsive
bidder placed at L-1 rank. All Techno-Commercially responsive bidders shall
be arranged in increasing order of their evaluated prices starting from the
lowest with ranking as L-1, L-2 and so on. The lowest evaluated price bidder
will be termed as L1 bidder and shall be eligible for award of work.
6.45.2 The Bidder whose bids are accepted shall be required to give a Security
Deposit as mentioned in the RFP along with acceptance of order, within 15
days. Security Deposit shall be in the form of Bank Guarantee (BG) from any
Nationalised/Scheduled Bank. Security Deposit should be valid for the entire
period of contract and thereafter the Security Deposit shall be refunded to the
Bidder without any interest.
6.45.3 ITI may, at any time, terminate the contract by giving written notice to the
PIA without any compensation, if the PIA becomes bankrupt or otherwise
insolvent, provided that such termination shall not prejudice or affect any
Page: 30 of 80
 right of action or remedy which has accrued or shall accrue thereafter to ITI.
6.45.4 If at any point during the contract, if the PIA fails to deliver as per the
EOI/RFP/Tender terms & conditions or any other reason amounting to
disruption in services, the Termination and Exit Management clause shall be
invoked.

6.46 PLACING OF WORK ORDER:

6.46.1 Quantities mentioned in “Commercial / Financial Bid Format” are indicative
only and ITI reserves the right at the time of issuance of work order to increase
or decrease the quantity of goods and / or services from the original
requirements as specified in the terms & conditions of the EOI/RFP/Tender
as mutually agreed.
6.46.2 Objection, if any, to the work order must be reported to the concerned section
of ITI by the PIA within fifteen (15) working days counted from the date of
issuance work order for modifications, otherwise it shall be assumed that the
PIA has accepted the work order.
6.46.3 If the PIA is not able to do the complete work as mentioned in the scope of
work within the specified period, the penalty clause shall be invoked.
6.46.4 The decision of ITI shall be final and binding on the PIA. ITI reserves the
right to accept or reject an offer without assigning any reason whatsoever.

6.47 CONTRACT ADMINISTRATION:

6.47.1 No variation or modification of the terms & conditions of the contract shall
be made except by written amendment signed by the parties.
6.47.2 Either party may appoint any individual / organization as their authorized
representative through a written notice to the other party. Each Representative
shall have the authority to:
a) Exercise all of the powers and functions of his/her Party under this
Contract other than the power to amend this Contract and ensure the
proper administration and performance of the terms hereof; and
b) Bind his or her Party in relation to any matter arising out of or in
connection with this Contract.
6.47.3 The PIA along with other members / third parties / OEMs shall be bound by
all undertakings and representations made by the authorized representative of
the PIA and any covenants stipulated hereunder, with respect to this Contract,
for and on their behalf.

Page: 31 of 80
 6.47.4 For the purpose of execution or performance of the obligations under this
Contract, the Purchaser’s representative would act as an interface with the
nominated representative of the PIA. The PIA shall comply with all
instructions that are given by the Purchaser’s representative during the course
of this Contract in relation to the performance of its obligations under the
terms of this Contract and the EOI/RFP/Tender.

6.48 PURCHASER’S OBLIGATIONS:

The Purchaser’s Representative shall interface with the PIA, to provide the required
information, clarifications and to resolve any issues as may arise during the execution
of the Contract. Purchaser shall provide adequate cooperation in providing details,
assisting with coordinating and obtaining of approvals from various governmental
agencies, in cases, where the intervention of the Purchaser is proper and necessary.

6.49 PRE-DISPATCH INSPECTION / INSPECTION CLAUSE:

Inspection may be done by ITI representative if required. ITI shall have free access
to the supplier’s works during testing and final inspection. PIA shall inform Project
Manager of ITI not less than one week in advance. All testing arrangements shall
be the responsibility of the PIA. ITI reserves the right to inspect the material along
with end customer or third party (if required) during manufacturing and/or before
dispatch as per specifications and test protocols.

6.50 RISK & COST:

In case, an order is placed to the PIA based on the quotation/offer/bid received by ITI,
if the order is not being executed by the PIA as per scheduled timeline, ITI may
buy the ordered goods/services from elsewhere at the risk and cost of the PIA and
recover the additional amount that ITI may have to spend in procuring the
stores/services plus 15% to cover the overhead & incidental expenses.

Also, in case of default of service, if the amount of recovery is not sufficient to

recover the cost and risk from the party against the PO, the differential amount,
will be recovered or to be set off from any kind of outstanding from any other
contract or Purchase order awarded to the vendor.

6.51 EVENT OF DEFAULT BY THE BIDDER:

6.51.1 The failure on the part of the Bidder to perform any of its obligations or

Page: 32 of 80
 comply with any of the terms of this Contract which results in a material
breach of the contract shall constitute an Event of Default on the part of the
Bidder. The events of default as mentioned above may include inter-alia the
following:
a) the Bidder has failed to adhere to any of the key performance indicators
as laid down in the Key Performance Measures / Contract, or if the
Bidder has fallen short of matching such standards/targets as the
Purchaser may have designated with respect to any task necessary for
the execution of the scope of work under this Contract which results in
a material breach of the contract. The above mentioned failure on the
part of the Bidder may be in terms of failure to adhere to timelines,
specifications, requirements or any other criteria as defined by the
Purchaser;
b) the Bidder has failed to remedy a failure to perform its obligations in
accordance with the specifications issued by the Purchaser, despite
being served with a default notice which laid down the specific
deviance on the part of the bidder to comply with any stipulations or
standards as laid down by the Purchaser; or
c) the Bidder / Bidder’s team has failed to conform with any of the
Service/Facility Specifications/standards as set out in the scope of work
of this RFP or has failed to adhere to any amended direction,
modification or clarification as issued by the Purchaser during the term
of this Contract and which the Purchaser deems proper and necessary
for the execution of the scope of work under this Contract;
d) the Bidder has failed to demonstrate or sustain any representation or
warranty made by it in this Contract, with respect to any of the terms of
its Bid, the RFP and this Contract;
e) There is an order from a court of competent jurisdiction for bankruptcy,
insolvency, winding up or there is an appointment of receiver,
liquidator, assignee, or similar official against or in relation to the
Bidder.

6.51.2 Where there has been an occurrence of such defaults inter alia as stated above,
the Purchaser shall issue a notice of default to the Bidder, setting out specific
defaults/ deviances/ omissions and providing a notice of fifteen (15) days to
enable such defaulting party to remedy the default committed.

6.51.3 Where despite the issuance of a default notice to the Bidder by the Purchaser,
the Bidder fails to remedy the default to the satisfaction of the Purchaser, the
Purchaser may, where it deems fit, issue to the defaulting party another default
notice or proceed to adopt such remedies as may be available to the Purchaser.

Page: 33 of 80
6.52 CONSEQUENCES OF EVENT OF DEFAULT:
6.52.1 The Bidder shall in addition take all available steps to minimize loss resulting
from such event of default.
6.52.2 The Purchaser may, by a written notice of suspension to the Bidder, suspend
all payments to the Bidder under the Contract, provided that such notice of
suspension:
a) shall specify the nature of the failure; and
b) shall request the Bidder to remedy such failure within a specified period
from the date of receipt of such notice of suspension by the Bidder
6.52.3 In all cases of risk purchase, the difference in cost shall be borne by defaulting
Bidder.

6.53 TERMINATION OF CONTRACT IN PART OR FULL:

6.53.1 The Purchaser may terminate this Contract in full or in part by giving the
Bidder a prior and written notice indicating its intention to terminate the
Contract under the following circumstances:
a) Where the Purchaser is of the opinion that there has been such Event of
Default on the part of the Bidder which would make it proper and
necessary to terminate this Contract and may include failure on the part
of the Bidder to respect any of its commitments with regard to any part
of its obligations under its Bid, the RFP or under this Contract.
b) Where it comes to the Purchaser’s attention that the Bidder (or the
Bidder’s Team) is in a position of actual conflict of interest with the
interests of the Purchaser, in relation to any of terms of the Bidder’s
Bid, the RFP or this Contract.
c) Where the Bidder’s ability to survive as an independent corporate entity
is threatened or is lost owing to any reason whatsoever, including inter-
alia the filing of any bankruptcy proceedings against the Bidder, any
failure by the Bidder to pay any of its dues to its creditors, the institution
of any winding up proceedings against the Bidder or the happening of
any such events that are adverse to the commercial viability of the
Bidder. In the event of the happening of any events of the above nature,
the Purchaser shall reserve the right to take any steps as are necessary,
to ensure the effective transition of the project to a successor Bidder
and to ensure business continuity.
d) Termination for Insolvency: The Purchaser may at any time terminate
the Contract by giving written notice to the Bidder, without
compensation to the Bidder, if the Bidder becomes bankrupt or

Page: 34 of 80
 otherwise insolvent, provided that such termination shall not prejudice
or affect any right of action or remedy which has accrued or shall accrue
thereafter to the Purchaser.
e) Termination for Convenience: The Purchaser, may, by prior written
notice sent to the Bidder at least 6 months in advance, terminate the
Contract, in whole or in part at any time for its convenience. The notice
of termination shall specify that termination is for the Purchaser’s
convenience, the extent to which performance of work under the
Contract is terminated, and the date upon which such termination
becomes effective.

6.53.2 The Purchaser may retain such amounts from the payment due and payable
to the Bidder as may be required to offset any losses caused to the Purchaser
as a result of such event of default and the Bidder shall compensate the
Purchaser for any such loss, damages or other costs, incurred by the Purchaser
in this regard. Nothing herein shall affect the continued obligation of the
Bidder and Bidder’s team to perform all their obligations and responsibilities
under this Contract in an identical manner as were being performed before
the occurrence of the default.

6.53.3 The Purchaser may invoke the Bank Guarantee and other Guarantees
furnished hereunder, recover such other costs/losses and other amounts from
the Bidder as may have resulted from such default and pursue such other rights
and/or remedies that may be available to the Purchaser under law.

6.54 CONSEQUENCES OF TERMINATION:

6.54.1 In the event of termination of this contract due to any cause whatsoever, the
contract will stand cancelled effective from the date of termination of this
contract.
6.54.2 In case of exigency, if the Purchaser gets the work done from elsewhere, the
difference in the cost of getting the work done shall be borne by the Bidder at
his risk & cost.
6.54.3 Where the termination of the Contract is prior to its stipulated term on account
of a Default on the part of the Bidder or due to the fact that the survival of the
Bidder as an independent corporate entity is threatened/has ceased, or for any
other reason, whatsoever, the Purchaser through re-determination of the
consideration payable to the Bidder as agreed mutually by the Purchaser and
the Bidder or through a third party acceptable to both the parties may pay the
Bidder for that part of the Services which have been authorized by the
Purchaser and satisfactorily performed by the Bidder up to the date of
Page: 35 of 80
 termination. Without prejudice any other rights, the Purchaser may retain
such amounts from the payment due and payable by the Purchaser to the
Bidder as may be required to offset any losses caused to the Purchaser as a
result of any act/omissions of the Bidder. In case of any loss or damage due to
default on the part of the Bidder in performing any of its obligations with
regard to the execution of the scope of work under this Contract, the Bidder
shall compensate the Purchaser for any such loss, damages or other costs,
incurred by the Purchaser. Additionally, other members of its team shall
perform all its obligations and responsibilities under this Contract in an
identical manner as were being performed before the collapse of the Bidder
as described above in order to execute an effective transition and to maintain
business continuity. All third parties shall continue to perform all/any
functions as stipulated by the Purchaser and as may be proper and necessary
to execute the scope of work under the Contract in terms of the Bidder’s Bid,
the RFP and this Contract.
6.54.4 Nothing herein shall restrict the right of the Purchaser to invoke the Bank
Guarantee and other Guarantees furnished hereunder, enforce the Deed of
Indemnity and pursue such other rights and/or remedies that may be available
to the Purchaser under law.
6.54.5 The termination hereof shall not affect any accrued right or liability of either
Party nor affect the operation of the provisions of this Contract that are
expressly or by implication intended to come into or continue in force on or
after such termination.

6.55 DISCLAIMER:

6.55.1 ITI and/or its officers, employees disclaim all liability from any loss or damage,
whether foreseeable or not, suffered by any person acting on or refraining from
acting because of any information including statements, information, forecasts,
estimates or projections contained in this document or conduct ancillary to it
whether or not the loss or damage arises in connection with any omission,
negligence, default, lack of care or misrepresentation on the part of ITI and/or
any of its officers, employees.

6.55.2 All information contained in this Tender provided / clarified is in good faith
and interest. This is not an agreement and is not an offer or invitation to enter
into an agreement of any kind with any party.

6.55.3 Though adequate care has been taken in the preparation of this Tender
document, the interested bidders shall satisfy themselves that the information
contained in the document is complete in all respects to enable to make an

Page: 36 of 80
 informed decision to bid. Interested Bidders are required to make their own
enquiries and assumptions wherever required.

6.55.4 Information provided in this document or imparted to any respondent as

part of the Tender process is confidential and shall not be used by the
respondent for any other purpose, distributed to, or shared with any other
person or organization.

6.55.5 Bid received / submission after due date and time will not be considered.

6.56 FORCE MAJEURE:

6.56.1 Neither party shall bear responsibility for the complete or partial non-
performance of any of its obligations, if the non-performance results from
such Force Majeure circumstances i.e. Flood, Fire, Earth Quake,
Epidemic and other acts of God as well as War, Military Operation,
Blockade, Act or Actions of State Authorities that have arisen after
signing of the present contract. Party invoking this clause shall serve
notice of seven days along with the proof of occurrence of the force
majeure event to the opposite party. At the time of cessation of such force
majeure event a notice of the same shall also be served to the opposite
party.

6.56.2 In such circumstances, upon a written approval of ITI, the time stipulated
for the performance of an obligation under the present contract will stand
extended correspondingly for the period of time of action of these
circumstances and their consequences. However, any such extension shall
be given only if extension is granted by the ultimate buyer/ user.

6.56.3 Parties at all times take reasonable steps within their respective powers
and consistent with good operation practices (but without incurring
unreasonable additional costs) to:
a) Prevent Force Majeure Events affecting the performance of the
Company’s obligations under this agreement;
b) Mitigate the affect of any Force Majeure Event; and
c) Comply with its obligations under this agreement.

6.56.4 Further if the period of Force Majeure event extends beyond three
months* the parties may consider the fore closure of the agreement.

* Period of three months may vary at the discretion of ITI as per the
validity period of the contract.

Page: 37 of 80
6.57 ARBITRATION:
6.57.1 Arbitration Clause for Public Sector Enterprises (PSE) Bidders: In the event
of any dispute or difference relating to the interpretation and application of
the provisions of agreement between the parties such dispute or difference
shall be taken up by either party for resolution through Administrative
Mechanism for Resolution of CPSEs Disputes (AMRCD) as mentioned in
DPE OM No. 4(1)/2013-DPE(GM)/FTS-1835 dated 22-05-2018.
6.57.2 Arbitration Clause for bidders other than PSEs: In the event of any question,
dispute or difference arising under this agreement or in connection therewith
(except as to the matters, the decision to which is specifically provided under
this agreement), the same shall be referred to the sole arbitration of the
Arbitrator appointed by the CMD as per the Arbitration and Conciliation Act,
as amended up-to-date. The award of the arbitrator shall be final and binding
on both the parties to the agreement. In the event of such an arbitrator to whom
the matter is originally referred, being transferred or vacating his office or
being unable to act for any reason whatsoever, the CMD, ITI shall appoint
another person to act as an arbitrator in accordance with the Arbitration and
Conciliation Act, 1996 as amended up-to-date and the person so appointed
shall be entitled to proceed from the stage at which it was left out by his
predecessor/s.
6.57.3 The venue of the arbitration proceeding shall be the office of the MSP Head,
Kolkata or such other places as the arbitrator may decide.

6.58 GOVERNING LAW AND JURISDICTION:

The Contract shall be governed by and interpreted in accordance with the laws of
the India. The High Court of Judicature at Kolkata and Courts subordinate to such
High Courts shall have exclusive jurisdiction in respect of any disputes relating to
the tendering process, award of Contract and execution of the Contract.

Page: 38 of 80
CHAPTER 7 – SPECIAL CONDITIONS OF CONTRACT

1. ITI reserves the right to undertake supplies up to 50% of the order quantity if it is a
manufactured item of ITI.

2. ITI reserves the right to undertake services likes installation and commissioning
activities, Annual Maintenance Contract (AMC) etc. up to 50% of the order quantity.

3. ITI reserves the right to quote & supply ITI manufacturing products if BOM of
EoI/RFP/Tender Document contains ITI manufacturing products.

4. ITI reserves the rights to split the order (after taking out ITI portion if any) in 60% :
40% ratio between L1 and L2 bidders for speeding up the work, provided L2 bidder
matches L1 bidder’s price and wherever it is technically feasible. ITI also reserves the
rights to split the order among more bidders (more than two) for speeding up the work
in appropriate ratio, provided all the bidders agree to match the L1 bidder’s price.
However, if the tender is for a service and not for the supplies, the exact ratio of work
and choice of area may not be met despite of all efforts. Accordingly, no PIA shall
have any right to claim on Jurisdiction or Quantum of work.

5. All activities like Proof of Concept (PoC) on “No Cost No Commitment” (NCNC)
basis wherever applicable will be the responsibility of agencies.

6. Agencies should be willing to impart required training to ITI engineers for undertaking
services & execution of project.

7. Agencies will be responsible for any short coming in the BOM and the same should
be rectified free of cost.

8. Agencies should be willing to provide TOT for manufacturing of offered products in

ITI if the bidder is an OEM.

9. Agencies should be willing to sign an exclusive agreement with ITI for smooth
execution of the project.

10. Earnest Money Deposit (EMD) / Bid Security required for submitting the bid will be
borne by the selected agency.

11. Performance Bank Guarantee (PBG) will be shared among all the work executing
agencies depending upon the ratio of order value.

12. Agencies should also bear / reimburse the bank charges of ITI Limited for the
preparation of fresh BG or extension of BG (towards EMD & PBG) to the end
customer.

Page: 39 of 80
13. Margin to ITI would be payable on Supply, I&C and AMC services undertaken by the
selected agency for the project.

14. All CVC circulars and Statutory guidelines of Ministry of Finance needs to be
followed.

Page: 40 of 80
 Annexure-A

To

ITI Limited
MSP-East Zone
22, Chittaranjan Avenue
Kolkata-700 072, India

Subject: Bid Covering Letter

Ref: EOI/RFP/Tender no. ………………………………… dated …………………….

Dear Sir,

We, ……………………………………………………………………………………………….
have read the conditions of the EOI/RFP/Tender along with its corrigendum (if any) and agree to
abide by such conditions. We offered our quote to execute the project at the rates quoted in our offer
to complete the works on or before the dates mentioned in time schedule for completion of works.

We confirm that the information contained in this response or any part thereof, including its exhibits,
and other documents and instruments delivered or to be delivered to ITI Limited is true, accurate,
verifiable and complete. This response includes all information necessary to ensure that the
statements therein do not in whole or in part mislead the Buyer in its short-listing process.

We fully understand and agree to comply that on verification, if any of the information provided here
is found to be misleading the short-listing process, we are liable to be dismissed from the selection
process or termination of the agreement during the project, if selected to do so.

We agree for unconditional acceptance of all the terms and conditions set out in the EoI/RFP/Tender
document including annexures and corrigendum if any and also agree to abide by this tender response
for a period of 6 months from the date fixed for bid opening.

We further agree to sign an agreement, bind to abide by the general conditions of contract & special
conditions of contract and to carry out all works according to the specifications laid down in the
EOI/RFP/Tender.

We hereby declare that in case the agreement is awarded to us, we shall submit the Performance
Guarantee in the form of bank guarantee in the format to be provided / provided by ITI Limited.

We bind ourselves to deposit the Security Deposit as prescribed after receiving the notice that the
contract has been awarded to us failing which we have no objection to the forfeiture of the Earnest
Money in full; otherwise the said Earnest Money shall be retained by ITI towards Security Deposit
as specified in the conditions.

Page: 41 of 80
We further bind ourselves to execute the contract and to commence the work within 15 days after
issue of Work Order in writing as aforesaid failing which we agree to the company forfeiting the
Earnest Money Deposit (EMD) and Security Deposit (SD) deposited with them. The accepting
authority shall also be at liberty to cancel the acceptance of tender, if we fail to deposit the security
amount as specified or to execute an agreement or to start work as stipulated in the tender documents.

We agree that ITI Limited is not bound to accept any tender response that they may receive. We also
agree that ITI Limited reserves the right in absolute sense to reject all or any of the services specified
in the tender response.

It is hereby confirmed that we are entitled to act on behalf of our company/ corporation/ firm/
organization and empowered to sign this document as well as such other documents, which may be
required in this connection.

We understand that it will be the responsibility of our organization to keep ITI Limited informed of
any changes in respect of authorized person and we fully understand that ITI Limited shall not be
responsible for non-receipt or non-delivery of any communication and/or any missing
communication in the event reasonable prior notice of any change in the authorized person of the
company is not provided to ITI Limited.

Dated this Day of 2024

Authorized Signatory

Name:
Designation:
(Company Seal)
Note: To be submitted in Company Letterhead

Page: 42 of 80
 Annexure-B

Bidder’s Profile:

1. Name and address of the company

2. Contact Details of the Bidder (Contact

person name with Designation, Telephone
Number, FAX, E- mail and Web site)
3. Area of Business
2020-21 2021-22 2022-23 2023-24
4. Annual Turnover in last 3 financial years
(Rs in Crore)
5. IT Turnover in last 3 financial years (Rs in
Crore)
6. Profit / Loss in last 3 financial years (Rs in
Crore)
7. Net-worth in last 3 financial years (Rs in
Crore)
8. Date of Incorporation

9. GST Registration number

10. PAN Number

11. CIN Number, if applicable
12. Number of technical manpower in
company’s rolls
13 Bank Details Name of Bank:
Branch:
Account Type:
Account No:
IFSC Code:

Dated this Day of 2024

Authorized Signatory

Name:
Designation:
(Company Seal)
Note: To be submitted in Company Letterhead

Page: 43 of 80
 Annexure-C

Subject: Clause-by-clause Compliance Statement of Bidder’s Eligibility

Criteria
Ref: Tender no. ………………………….……. dated ……………………..

Sl. Clause No. Clause Description Compliance Remarks with Documentary

No. (Complied/Not Reference
Complied)

Dated this Day of 2024

Authorized Signatory

Name:
Designation:
(Company Seal)
Note: To be submitted in Company Letterhead

Page: 44 of 80
 Annexure-D

To

ITI Limited
MSP-East Zone
22, Chittaranjan Avenue
Kolkata-700 072, India

Subject: Declaration of Bidders (General)

Ref: EOI/RFP/Tender no. ………………………………… dated …………………….

Dear Sir,

I/We hereby declare / undertake the following:

1. We hereby declare that we will work with ITI as per EOI/RFP/Tender terms and conditions
of ITI as well as end customer including warranty & post-warranty services and
implementation of the project in the event of ITI winning the contract on back-to-back basis.

2. We hereby declare that we will submit the Tender Fee & EMD (while submitting the bid to
the end customer in the form of Bank Guarantee / Demand Draft / Online Payment from any
Nationalized / Scheduled Bank) & Performance Bank Guarantee to end customer or ITI (as
decided by ITI) as per EoI/RFP/Tender terms & conditions. We also undertake that we will
provide EMD & PBG to ITI as per the end-customer’s EoI/RFP/Tender terms even if ITI is
exempted to submit the same to end-customer because of its PSU status.

3. We hereby declare that we have ‘No Objection/ No Claim/ No Compensation’ from ITI
Limited if this EoI/RFP/Tender is cancelled at any stage of evaluation process by ITI or the
main EoI/RFP/Tender is cancelled by the end customer.

4. We hereby undertake that we will be equipped with the required manpower with
qualifications, certifications and experience as required in the end customer’s
EoI/RFP/Tender.

5. We hereby undertake that we will be able to give the proposed solution as required in the
end customer’s EoI/RFP/Tender.

6. We hereby undertake that we will arrange required certificate & support (warranty & post-
warranty/maintenance) in the name of ITI Limited from the OEM as per end customer’s
requirement.

7. We hereby undertake to make arrangement for signing of agreement between OEM and ITI
as per end customer’s EoI/RFP/Tender requirements.

Page: 45 of 80
 8. We hereby agree to take the responsibilities covered in the agreement (on back-to-back basis)
to be signed between ITI & OEM (if required) as per end customer’s EoI/RFP/Tender terms
& conditions.

9. We hereby undertake that we will obtain relevant statutory licenses for operational activities.

10. We hereby undertake that we will sign Consortium Agreement / Teaming Agreement /
Integrity Pact with ITI for addressing the end customer’s EoI/RFP/Tender if required.

11. We indemnify ITI Limited from any claims / penalties / statuary charges / liquidated damages
/ legal expenses if any etc. as charged by the end customer.

12. We hereby undertake that the OEMs who meet the eligibility and other conditions as per end
customer’s EoI/RFP/Tender requirement will be finalized by us and produce the required
eligibility documents and other related documents of the OEM for final bid submission.

13. We hereby declare to supply equipment/components which are brand new, first hand and
contain no previously used, recycled or refurbished components.

14. We hereby declare not to partner with any other organization for addressing this
EoI/RFP/Tender. We also undertake that we will not submit any bid directly to the end
customer’s tender enquiry if we are being finalized as a BA (Business Associate) Partner of
ITI against this EoI/RFP/Tender.

15. We hereby declare to accept payment terms on back-to-back basis. LD, Penalties, if any, will
be borne by us fully. We will be eligible to receipt payment from ITI on back-to-back basis
only after the submission of invoice and other required documents like material acceptance
certificate, insurance certificate, completion certificate, SLA certificate, PF Statement, ESI
Statement etc.

16. We hereby declare to provide Bank Guarantee (110% of value for the period till the advance
is settled) for getting the advance payment if any on back-to-back basis.

17. We hereby agree that ITI may take any punitive action as deemed fit, including forfeiture of
EMD / Security submitted by us, if it is found that any of the documents / information
provided by us (to meet the tender requirement including eligibility) is wrong/ forged/
misleading at any stage of tender processing / evaluation. The decision of ITI regarding
forfeiture of the EMD shall be final and shall not be called upon question under any
circumstances

Dated this Day of 2024

Authorized Signatory

Name:
Designation:
Page: 46 of 80
(Company Seal)
Note: To be submitted in Company Letterhead

Page: 47 of 80
 Annexure-E

DECLARATION OF BIDDER BEING NOT BLACKLISTED/

DEBARRED

To

ITI Limited
MSP-East Zone
22, Chittaranjan Avenue
Kolkata-700 072, India

Subject: Declaration towards being not BLACKLISTED / DEBARRED

Ref: EOI/RFP/Tender no. ………………………………… dated …………………….

Dear Sir,

It is certified that our firm/company or any of our entity is not BLACKLISTED / DEBARRED from
doing business or put on holiday list etc. by any Govt. Organization / PSU (State or Central) /
Autonomous Institution for any reason as on date. However, if we fail to complete the awarded work
/ fulfill the tender conditions or if any of the information submitted by our company or its employee
or associate, proves to be false, ITI Limited shall be free to take action / blacklist our firm / company
notwithstanding of taking any other legal action.”

This declaration is being submitted as per the requirement of your EoI/RFP/Tender.

Dated this Day of 2024

Authorized Signatory

Name:
Designation:
(Company Seal)
Note: To be submitted in Non-Judicial stamp paper of Rs.100 duly Notarized.

Page: 48 of 80
 Annexure-F

DECLARATION OF BIDDER TOWARDS LOCAL PRESENCE IN

PROJECT SITE

To

ITI Limited
MSP-East Zone
22, Chittaranjan Avenue
Kolkata-700 072, India

Subject: Declaration towards local presence in project site

Ref: EOI/RFP/Tender no. ………………………………… dated …………………….

We would like to inform you that we are having our local office at the following address:

Address: ……………………………………..
……………………………………..
……………………………………..
……………………………………..

We also declare and undertake that we will deploy our resident engineers at project site within the
specified time of this EOI/RFP/Tender if the said business opportunity gets matured in favour of us.

Dated this Day of 2024

Authorized Signatory

Name:
Designation:
(Company Seal)
Note: To be submitted in Company Letterhead

Page: 49 of 80
 Annexure-G

BANK GUARANTEE PROFORMA FOR EARNEST MONEY DEPOSIT

(EMD)

Ref: Date:

To

ITI Limited
MSP-East Zone
22, Chittaranjan Avenue
Kolkata-700 072, India

1. As agreed under the relevant terms and conditions of Enquiry Ref.

……………………………… dated ……………….. (hereinafter called the said Enquiry)
between M/s ITI Limited, MSP-East Zone, 22 Chittaranjan Avenue, Kolkata-700072, India
(hereinafter called the Purchaser) and M/s …………………………… (hereinafter called the
Bidder) for the project of ………………………………………., the Bidder hereby agrees to
furnish EMD against supply performance by way of an irrevocable Bank Guarantee for Rs.
………………….. (Rupees. …………………………..). We, ……………………. (indicate
the name of Bank) (hereinafter referred to as ‘THE BANK’) at the request of the Bidder do
hereby undertake to pay to the Purchaser, an amount not exceeding Rs.
…………………………… (Rupees. …………………………..) against any loss or damage
caused to or suffered or would be caused to or suffered by the Purchaser, by reasons or breach
by the said Bidder of any of the terms or conditions contained in the said Enquiry.

2. We, …………………………… (indicate the name of the Bank) do hereby undertake to pay
the amount due and payable under this Guarantee without any demur, merely on a demand
from the Purchaser stating that the amount claimed is due by way of loss or damage caused to
or would be caused to or suffered by the Purchaser, by reason of breach by the said Bidder of
any of the terms and conditions contained in the said Enquiry or by reason of the Bidder’s
failure to perform the said Enquiry. Any such demand made on the bank shall be conclusive
as regards the amount due and payable by the Bank under this Guarantee shall be restricted to
an amount not exceeding Rs. …………………………….. (Rupees.
……………………………………………………..).

3. The Bank further agrees that the Purchaser shall be the sole judge as to whether the said Bidder
has committed any breach or breaches of any of the terms and conditions of the contract and
the extent of loss, damage, costs, charges and expenses caused to or suffered by or that may
be caused to or suffered by the Purchaser on account thereof, and the decision of the Purchaser
that the said Bidder has committed such breach or breaches and as to the amount or amounts
of loss, damage costs, charges and expenses caused to or suffered by or that may be caused to
or suffered by the Purchaser from time to time shall be conclusive, final and binding on the
Bank.

Page: 50 of 80
4. We undertake to pay to the Purchaser, any money so demanded notwithstanding any dispute
or disputes raised by the Bidder in any suit or proceedings pending before any Court or
Tribunal relating thereto our liability under this present being absolute and unequivocal.

5. It shall not be necessary for the Purchaser to proceed against the Bidder before proceeding
against the Bank and the Guarantee herein contained shall be enforceable against the Bank
notwithstanding any security which the Purchaser may have obtained or obtains from the
Bidder.

6. We, ………………………….. (indicate the name of Bank) further agree with the Purchaser,
that the Purchaser shall have the fullest liberty without our consent and without effecting in
any manner our obligation hereunder to vary any of the terms and conditions of the said
Enquiry or to extend time of performance by the said Bidder from time to time or to postpone
for any time of from to time any of the powers exercisable by the Purchaser against the said
Bidder and to forbear or enforce any of the terms and conditions relating to the said Enquiry
and we shall not relieved from our liability by reasons of any such variation, or extension being
granted to said Bidder or for any forbearance, act or omission on the part of the Purchaser or
any indulgence by the Purchaser, to the said Bidder or by any such matter or thing whatsoever
which under the law relating to sureties would, but for this provision, have effect of so
relieving us.

7. This Guarantee will not be discharged due to the change in the constitution of the Bank or the
Bidder.

8. We, ………………………….. (indicate the name of Bank) undertake not to revoke this
Guarantee during its currency except with the previous written consent of the Purchaser, in
writing.

Notwithstanding anything contained in the foregoing clauses, our liability under this guarantee is
restricted to Rs. ……………………………. (Rupees. ……………………………………….) and
our guarantee shall remain in force until …………………… (Date of expiry of Bid validity). Unless
a demand is made against us to enforce a claim under this guarantee within three months from the
date of expiry of Bid validity, all your rights under this guarantee shall be forfeited and we shall be
relieved and discharged from all liability hereunder.

Date: (Name & Designation of the Signatory/Bank Official)

Place: For ………………… (indicate the name of Bank)

Page: 51 of 80
 Annexure-H

PROFORMA FOR BID SECURITY DECLARATION

(Applicable for Bidder if it is allowed in EOI/RFP/Tender)

To

ITI Limited
MSP-East Zone
22, Chittaranjan Avenue
Kolkata-700 072, India

Subject: Bid Security Declaration

Ref: EOI/RFP/Tender no. ………………………………… dated …………………….

Dear Sir,

We, the undersigned do hereby declare that:

We know that the bid should be supported by a Bid Security Declaration (in lieu of EMD) in
accordance with your conditions. We accept to automatically be suspended from being eligible for
bidding in any contract of ITI Limited for a period of three years from the date of opening of Bid, if
we are in breach of our obligation(s) under the bid conditions, because we

a) have withdrawn our Bid during the period of bid validity or its extended period, if any; or
b) having been notified of the acceptance of our Bid by the Contracting Authority within the
period of bid validity
(i) have withdrawn/modified/amended, impairs or derogates from the EOI / tender, our
Bid during the period of bid validity or its extended period, if any;
OR
(ii) have failed or refused to furnish a Performance Security in accordance with the
condition of the EOI/Tender document;
OR
(iii) have failed or refused to sign the contract.

We know that this Bid Security Declaration will expire, if contract is not awarded to us, upon:
a) the receipt of your notification to us of the name of the successful Bidder; or
b) thirty days after the expiration of the validity of our Bid or any extension to it.

Dated this Day of 2024

Page: 52 of 80
Authorized Signatory

Name:
Designation:
(Company Seal)

Note: To be submitted in non-judicial stamp paper of Rs.100 and duly Notarised.

Page: 53 of 80
 Annexure-I

INTEGRITY PACT
(To be submitted in non-judicial stamp paper of Rs.100)

PURCHASE ENQUIRY/ORDER No.

THIS Integrity Pact is made on…………………day of ……………….2024.

BETWEEN:

ITI Limited having its Registered & Corporate Office at ITI Bhavan,
Dooravaninagar, Bangalore – 560 016 and established under the Ministry
of Communications, Government of India (hereinafter called the Principal),
which term shall unless excluded by or is repugnant to the context, be
deemed to include its Chairman & Managing Director, Directors, Officers or
any of them specified by the Chairman & Managing Director in this behalf
and shall also include its successors and assigns) ON THE ONE PART

AND:

…………………………………………………………………………... represented by
………………………………….. Chief Executive Officer (hereinafter called the
Contractor(s), which term shall unless excluded by or is repugnant to the
context be deemed to include its heirs, representatives, successors and
assigns of the contractor ON THE SECOND PART.

Preamble

WHEREAS the Principal intends to award, under laid down organizational

procedures, contract for ………………………………………………. of ITI
Limited. The Principal, values full compliance with all relevant laws of the
land, regulations, economic use of resources and of fairness/ transparency
in its relations with its Contractor(s).

In order to achieve these goals, the Principal has appointed an Independent

External Monitor (IEM), who will monitor the tender process and the

Page: 54 of 80
execution of the contract for compliance with the principles as mentioned
herein this agreement.

WHEREAS, to meet the purpose aforesaid, both the parties have agreed to
enter into this Integrity Pact the terms and conditions of which shall also
be read as integral part and parcel of the Tender Documents and contract
between the parties.

NOW THEREFORE, IN CONSIDERATION OF MUTUAL COVENANTS

STIPULATED IN THIS PACT THE PARTIES HEREBY AGREE AS
FOLLOWS AND THIS PACT WITHNESSETH AS UNDER:

SECTION 1 – COMMITMENTS OF THE PRINCIPAL

1.1 The Principal commits itself to take all measures necessary to prevent
corruption and to observe the following principles:

a. No employee of the Principal, personally or through family

members, will in connection with the tender for or the execution
of the contract, demand, take a promise for or accept, for self
or third person, any material or immaterial benefit which the
personal is not legally entitled to.

b. The Principal will, during the tender process treat all bidder(s)
with equity and reason. The Principal will in particular, before
and during the tender process, provide to all bidder(s) the same
information and will not provide to any bidder(s)
confidential/additional information through which the
bidder(s) could obtain an advantage in relation to the tender
process or the contract execution.

c. The Principal will exclude from the process all known

prejudiced persons.

1.2 If the Principal obtains information on the conduct of any of its

employee, which is a criminal offence under IPC/PC Actor if there be
a substantive suspicion in this regard, the Principal will inform the
Chief Vigilance Officer and in addition can initiate disciplinary action
as per its internal laid down Rules/ Regulations.

Page: 55 of 80
SECTION 2 – COMMITMENTS OF THE BIDDER/CONTRACTOR

2.1 The Contractor(s) commits himself to take all measures necessary to

prevent corruption. He commits himself observe the following
principles during the participation in the tender process and during
the execution of the contract.

a. The contractor(s) will not, directly or through any other person or

firm offer, promise or give to any of the Principal’s employees
involved in the tender process or the execution of the contract or
to any third person any material or other benefit which he/she is
not legally entitled to, in order to obtain in exchange any
advantage of any kind whatsoever during the tender process or
during the execution of the contract.

b. The contractor(s) will not enter with other contractors into any
undisclosed agreement or understanding, whether formal or
informal. This applies in particular to prices, specifications,
certifications, subsidiary contracts, submission or non-
submission of bids or any other actions to restrict competitiveness
or to introduce cartelization in the bidding process.

c. The contractor(s) will not commit any offence under IPC/PC Act,
further the contractor(s) will not use improperly, for purposes of
competition of personal gain, or pass onto others, any information
or document provided by the Principal as part of the business
relationship, regarding plans, technical proposals and business
details, including information contained or transmitted
electronically.

d. The Contractor(s) of foreign original shall disclose the name and

address of the agents/representatives in India, if any. Similarly,
the Bidder(s)/Contractor(s) of Indian Nationality shall furnish the
name and address of the foreign principals, if any.

e. The Contractor(s) will, when presenting the bid, disclose any and
all payments made, are committed to or intend to make to agents,
brokers or any other intermediaries in connection with the award
of the contract.

f. The Contractor(s) will not bring any outside influence and Govt
bodies directly or indirectly on the bidding process in furtherance
to his bid.
Page: 56 of 80
 g. The Contractor(s) will not instigate third persons to commit
offences outlined above or to be an accessory to such offences.

SECTION 3 – DISQUALIFICATION FROM TENDER PROCESS & EXCLUSION FROM

FUTURE CONTRACTS

3.1 If the Contractor(s), during tender process or before the award of the
contract or during execution has committed a transgression in
violation of Section 2, above or in any other form such as to put his
reliability or credibility in question the Principal is entitled to
disqualify Contractor(s) from the tender process.

3.2 If the Contractor(s), has committed a transgression through a

violation of Section 2 of the above, such as to put his reliability or
credibility into question, the Principal shall be entitled exclude
including blacklisting for future contract award process. The
imposition and duration of the exclusion will be determined by the
severity of the transgression. The severity will be determined by the
Principal taking into consideration the full facts and circumstances
of each case, particularly taking into account the number of
transgression, the position of the transgressor within the company
hierarchy of the Contractor(s) and the amount of the damage. The
exclusion will be imposed for a period of minimum one year.

3.3 The Contractor(s) with its free consent and without any influence
agrees and undertakes to respect and uphold the Principal’s absolute
right to resort to and impose such exclusion and further accepts and
undertakes not to challenge or question such exclusion on any
ground including the lack of any hearing before the decision to resort
to such exclusion is taken. The undertaking is given freely and after
obtaining independent legal advice.

3.4 A transgression is considered to have occurred if the Principal after

due consideration of the available evidence concludes that on the
basis of facts available there are no material doubts.

3.5 The decision of the Principal to the effect that breach of the provisions
of this Integrity Pact has been committed by the Bidder(s)/
Contractor(s) shall be final and binding on the Bidder(s)/
Contractor(s), however the Bidder(s)/ Contractor(s) can approach
IEM(s) appointed for the purpose of this Pact.

Page: 57 of 80
3.6 On occurrence of any sanctions/ disqualifications etc arising out
from violation of integrity pact Bidder(s)/ Contractor(s) shall not
entitled for any compensation on this account.

3.7 subject to full satisfaction of the Principal, the exclusion of the

Contractor(s) could be revoked by the Principal if the Contractor(s)
can prove that he has restored/ recouped the damage caused by him
and has installed a suitable corruption preventative system in his
organization.

SECTION 4 – PREVIOUS TRANSGRESSION

4.1 The Contractor(s) declares that no previous transgression occurred in

the last 3 years immediately before signing of this Integrity Pact with
any other company in any country conforming to the anti-corruption/
transparency International (TI) approach or with any other Public
Sector Enterprises/ Undertaking in India of any Government
Department in India that could justify his exclusion from the tender
process.

4.2 If the Contractor(s) makes incorrect statement on this subject, he can

be disqualified from the tender process or action for his exclusion can
be taken as mentioned under Section-3 of the above for
transgressions of Section-2 of the above and shall be liable for
compensation for damages as per Section- 5 of this Pact.

SECTION 5 – COMPENSATION FOR DAMAGE

5.1 If the Principal has disqualified the Bidder(s)/Contractor(s) from the

tender process prior to the award according to Section 3 the Principal
is entitled to forfeit the Earnest Money Deposit/Bid Security/ or
demand and recover the damages equitant to Earnest Money
Deposit/Bid Security apart from any other legal that may have
accrued to the Principal.

5.2 In addition to 5.1 above the Principal shall be entitled to take recourse
to the relevant provision of the contract related to termination of
Contract due to Contractor default. In such case, the Principal shall
be entitled to forfeit the Performance Bank Guarantee of the
Contractor or demand and recover liquidate and all damages as per
the provisions of the contract agreement against termination.

SECTION 6 – EQUAL TREATMENT OF ALL BIDDERS/CONTRACTORS

Page: 58 of 80
6.1 The Principal will enter into Integrity Pact on all identical terms with
all bidders and contractors for identical cases.

6.2 The Bidder(s)/Contractor(s) undertakes to get this Pact signed by its

sub-contractor(s)/sub-vendor(s)/associate(s), if any, and to submit
the same to the Principal along with the tender document/contract
before signing the contract. The Bidder(s)/Contractor(s) shall be
responsible for any violation(s) of the provisions laid down in the
Integrity Pact Agreement by any of its sub-contractors/sub-
vendors/associates.

6.3 The Principal will disqualify from the tender process all bidders who
do not sign this Integrity Pact or violate its provisions.

SECTION 7 – CRIMINAL CHARGES AGAINST VIOLATING BIDDER(S)/ CONTRACTOR(S)

7.1 If the Principal receives any information of conduct of a Contractor(s)

or sub-contractor/sub-vendor/associates of the Contractor(s) which
constitutes corruption or if the Principal has substantive suspicion in
this regard, the Principal will inform the same to the Chief Vigilance
Officer of the Principal for appropriate action.

SECTION 8 – INDEPENDENT EXTERNAL MONITOR(S)

8.1 The Principal appoints competent and credible Independent External

Monitor(s) for this Pact. The task of the Monitor is to review
independently and objectively, whether and to what extend the
parties comply with the obligations under this pact.

8.2 The Monitor is not subject to any instructions by the representatives

of the parties and performs his functions neutrally and
independently. He will report to the Chairman and Managing Director
of the Principal.

8.3 The Contractor(s) accepts that the Monitor has the right to access
without restriction to all product documentation of the Principal
including that provided by the Contractor(s). The
Bidder(s)/Contractor(s) will also grant the Monitor, upon his request
and demonstration of a valid interest, unrestricted and unconditional
access to his project documentation. The Monitor is under
contractual obligation to treat the information and documents
Contractor(s) with confidentiality.
Page: 59 of 80
8 .4 The Principal will provide to the Monitor sufficient information about
all meetings among the parties related to the project provided such
meeting could have an impact on the contractual relations between
the Principal and the Contractor(s). As soon as the Monitor notices,
or believes to notice, a violation of this agreement, he will so inform
the Management of the Principal and request the Management to
discontinue or take corrective action, or to take other relevant action.
The monitor can in this regard submit non-binding
recommendations. Beyond this, the Monitor has no right to demand
from the parties that they act in specific manner, refrain from action
or tolerate action.

8.5 The Monitor will submit a written report to the Chairman & Managing
Director of the Principal within a reasonable time from the date of
reference or intimation to him by the principal and, should the
occasion arise, submit proposals for correcting problematic
situations.

8.6 If the Monitor has reported to the Chairman & Managing Director of
the Principal a substantiated suspicion of an offence under relevant
IPC/PC Act, and the Chairman & Managing Director of the Principal
has not, within the reasonable time taken visible action to proceed
against such offence or reported it to the Chief Vigilance Officer, the
Monitor may also transmit this information directly to the Central
Vigilance Commissioner.

8.7 The word ‘Monitor’ would include both singular and plural.

8.8 Details of the Independent External Monitor appointed by the

Principal at present is furnished below: -

IEM: Atul Jindal, IFS (Retd.)

3/10 Vishesh Khand
Opp. Little Friend School
Gomti Nagar, Lucknow-226010 (UP)

Any changes to the same as required / desired by statutory

authorities is applicable.

SECTION 9 – FACILITATION OF INVESTIGATION

Page: 60 of 80
9.1 In case of any allegation of violation of any provisions of this Pact or
payment of commission, the Principal or its agencies shall be entitled
to examine all the documents including the Books of Accounts of the
Bidder(s)/Contractor(s) and the Bidder(s)/Contractor(s) shall provide
necessary information and documents in English and shall extend all
help to the Principal for the purpose of verification of the documents.

SECTION 10 – LAW AND JURISDICTION

10.1 The Pact is subject to the Law as applicable in Indian Territory. The
place of performance and jurisdiction shall the seat of the Principal.

10.2 The actions stipulated in this 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.

SECTION 11 – PACT DURATION

11.1 This Pact begins when both the parties have legally signed it. It
expires after 12 months on completion of the warranty/guarantee
period of the project / work awarded, to the fullest satisfaction of the
Principal.

11.2 If the Contractor(s) is unsuccessful, the Pact will automatically

become invalid after three months on evidence of failure on the part
of the Contractor(s).

11.3 If any claim is lodged/made during the validity of the Pact, the same
shall be binding and continue to be valid despite the lapse of the Pact
unless it is discharged/determined by the Chairman and Managing
Director of the Principal.

SECTION 12 – OTHER PROVISIONS

12.1 This pact is subject to Indian Law, place of performance and

jurisdiction is the Registered & Corporate Office of the Principal at
Bengaluru.

12.2 Changes and supplements as well as termination notices need to be

made in writing by both the parties. Side agreements have not been
made.

Page: 61 of 80
12.3 If the Contractor(s) or a partnership, the pact must be signed by all
consortium members and partners.

12.4 Should one or several provisions of this pact turn out to be invalid,
the remainder of this pact remains valid. In this case, the parties will
strive to come to an agreement to their original intentions.

12.5 Any disputes/ difference arising between the parties with regard to
term of this Pact, any action taken by the Principal in accordance with
this Pact or interpretation thereof shall not be subject to any
Arbitration.

12.5 The action stipulates 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.

In witness whereof the parties have signed and executed this Pact at the
place and date first done mentioned in the presence of the witnesses:

For PRINCIPAL For CONTRACTOR(S)

………………………………… ………………………………………
(Name & Designation) (Name & Designation)

Witness Witness

1) …………………………………… 1)……………..……………………

2) ……………………………………. 2)…………………………………....

Page: 62 of 80
Page: 63 of 80
 Annexure-J

PROCEDUREE FOR SUBMISSION OF BID / TENDER

The bidders are required to submit soft copies of their bid electronically on the ITI e-Wizard Portal
using valid Digital Signature Certificates. Below mentioned instructions are meant to guide the
bidders for registration on the e-Wizard Portal, prepare their bids in accordance with the requirements
and submit their bids online on the ITI e-Wizard Portal. For more information, bidders may visit the
ITI e-Wizard Portal https://itilimited.ewizard.in

1. REGISTRATION PROCESS ON ONLINE PORTAL

a. Bidders to enroll on the e-Procurement portal https://itilimited.ewizard.in by clicking

on the link “Bidder Enrolment” as per portal norms.

b. The bidders to choose a unique username and assign a password for their accounts.
Bidders are advised to register their valid email address and mobile numbers as part of
the registration process. These would be used for any communication from the e-Wizard
Portal.

c. Bidders must provide the details of PAN number, registration details etc as applicable
and submit the related documents. The user id will be activated only after submission
of complete details. The activation process will take minimum 24 working hours. After
completion of registration payment, you can also send your acknowledgement copy on
our help desk mail id [email protected] for activation of your account.

d. Bidders to register upon enrolment their valid Digital Signature Certificate (DSC: Class
III Certificates with signing key and encryption usage) issued by any Certifying
Authority recognized by CCA India with their profile.

e. A bidder should register only one valid DSC. Please note that the bidders are responsible
to ensure that they do not lend their DSCs to others, which may lead to misuse. Foreign
bidders are advised to refer “DSC details for Foreign Bidders” for Digital Signature
requirements on the portal.

f. Bidder then logs in to the site through the secured login by entering their user
ID/password and the password of the DSC / e-Token.

2. TENDER DOCUMENT SEARCH

a. Various built-in options are available in the e-Wizard Portal to facilitate bidders to
search active tenders by several parameters. These parameters include Tender ID,
organization, location, date, value, etc.

Page: 64 of 80
 b. There is also an option of advanced search for tenders, wherein the bidders may combine a
number of search parameters such as organization name, a form of contract, location, date,
other keywords, etc. to search for a tender published on the Online Portal.

c. Once the bidders have selected the tenders they are interested in, they may download
the required documents/tender schedules. These tenders can be moved to the respective
‘Interested Tenders’ folder. This would enable the Online Portal to intimate the
bidders through SMS / e-mail in case there is any corrigendum issued to the tender
document.

d. The bidder should make a note of the unique Tender ID assigned to each tender, in case
they want to obtain any clarification/help from the Helpdesk.

3. BID PREPARATION

a. Bidder should take into account any corrigendum published on the tender document
before submitting their bids.

b. Please go through the tender advertisement and the tender document carefully to
understand the documents required to be submitted as part of the bid.

c. Please note the number of covers in which the bid documents have to be submitted, the
number of documents - including the names and content of each of the document that
needs to be submitted. Any deviations from these may lead to rejection of the bid.

d. Bidder, in advance, should get ready the bid documents to be submitted as indicated in
the tender document/schedule and generally, they can be in PDF/XLS/PNG etc. formats.
Documents in PDF format with maximum Five (5) Mb file can be uploaded.

4. BID SUBMISSION

a. Bidder to log into the site well in advance for bid submission so that he/she uploads the
bid in time i.e., on or before the bid submission time. Bidder will be responsible for any
delay due to other issues.

b. The bidder to digitally sign and upload the required bid documents one by one as
indicated in the tender document.

c. Bidders must pay required payments (Form Fee, EMD, Tender Processing Fee etc) as
mentioned before submitting the bid.

d. Bidder to select the payment option mode as specified in the Schedule (FORM FEE /
EMD Section) to pay the Form Fee / EMD wherever applicable and enter details of the
instrument.
Page: 65 of 80
 e. A standard BoQ format has been provided with the tender document to be filled by all
the bidders. Bidders to note that they should necessarily submit their financial bids in
the prescribed format and no other format is acceptable.

f. The server time (which is displayed on the bidders’ dashboard) will be considered as
the standard time for referencing the deadlines for submission of the bids by the bidders,
the opening of bids, etc. The bidders should follow this time during bid submission.

g. All the documents being submitted by the bidders would be encrypted using PKI
encryption techniques to ensure the secrecy of the data, which cannot be viewed by
unauthorized persons until the time of bid opening.

h. The uploaded tender documents become readable only after the tender opening by the
authorized bid openers.

i. Upon the successful and timely submission of bids, the portal will give a successful bid
submission message & a bid summary will be displayed with the bid no. and the date &
time of submission of the bid with all other relevant details.

j. Kindly have all relevant documents in a single PDF file.

k. The off-line tender shall not be accepted and no request in this regard will be entertained
whatsoever.

5. AMENDMENT OF BID DOCUMENT

At any time prior to the deadline for submission of proposals, the purchasers reserve the right
to add / modify / delete any portion of this document by the issuance of a Corrigendum, which
would be published on the website and will also be made available to the all the Bidder who
has been issued the tender document. The Corrigendum shall be binding on all bidders and
will form part of the bid documents.

6. INSTRUCTION TO BIDDERS

a. Process for Bid submission through ITI Ewizard portal is explained in Bidder Manual.
Bidders are requested to download Bidder Manual from the home page of website
(https://itilimited.ewizard.in). Steps are as follows:

(Home Page Downloads Bidder Manuals)

b. The tenders will be received online through portal https://itilimited.ewizard.in In the

Technical Bids, the bidders are required to upload all the documents in .pdf format.

Page: 66 of 80
 c. Possession of Valid Class III Digital Signature Certificate (DSC) in the form of smart
card/ e-Token in the company’s name is a prerequisite for registration and participating
in the bid submission activities through https://itilimited.ewizard.in Digital Signature
Certificates can be obtained from the authorized certifying agencies, details of which
are available on the web site https://itilimited.ewizard.in under the link ‘DSC help’.

Tenderers are advised to follow the instructions provided in the `User Guide and FAQ’
for the e-Submission of the bids online through the ITI e-Wizard Portal for e-
Procurement at https://itilimited.ewizard.in

d. The bidder has to “Request the tender” to portal before the “Date for Request tender
document”, to participate in bid submission.

7. All entries in the tender should be entered in online Technical & Commercial Formats without
any ambiguity.
8. Any order resulting from this e-tender shall be governed by the terms and conditions
mentioned therein.
9. No deviation to the technical and commercial terms & conditions allowed.
10. The tender inviting authority has the right to cancel this e-tender or extend the due date of
receipt of the bids

Helpdesk No: 011-4960 6060 / 93550 30608 / 93550 30620

Page: 67 of 80
 Annexure - I

BANK GUARANTEE PROFORMA FOR PERFORMANCE SECURITY

DEPOSIT

Ref: Date:

To

ITI Limited
MSP-East Zone
22, Chittaranjan Avenue
Kolkata-700 072, India

1. As agreed under the relevant terms and conditions of Purchase Order Ref.
____________________ Dated ____________ (hereinafter called the said Purchase Order)
between M/s. ITI Limited, 22 Chittaranjan Avenue, Kolkata-700072, India (hereinafter called
the Purchaser) and
M/s. ______________________________________________ (hereinafter called the
Supplier) for supply of __________________________________________, the Supplier
hereby agrees to furnish a Security Deposit against supply performance by way of an
irrevocable Bank Guarantee for Rs. __________ (Rupees.
____________________________). We ______ (indicate the name of Bank) (hereinafter
referred to as ‘THE BANK’ at the request of the Supplier do hereby undertake to pay to the
Purchaser, an amount not exceeding Rs. _____________ (Rupees.
________________________ ________) against any loss or damage caused to or suffered or
would be caused to or suffered by the Purchaser, by reasons or breach by the said Supplier of
any of the terms or conditions contained in the said Purchase Order.

2. We _____ (indicate the name of the Bank) do hereby undertake to pay the amount due and
payable under this Guarantee without any demur, merely on a demand from the Purchaser
stating that the amount claimed is due by way of loss or damage caused to or would be caused
to or suffered by the Purchaser, by reason of breach by the said Supplier of any of the terms
and conditions contained in the said Purchase Order or by reason of the Supplier’s failure to
perform the said Purchase Order. Any such demand made on the Bank shall be conclusive as
regards the amount due and payable by the Bank under this Guarantee shall be restricted to an
amount not exceeding Rs. ________________ (Rupees.
__________________________________________).

3. The Bank further agrees that the Purchaser shall be the sole judge as to whether the said
Supplier has committed any breach or breaches of any of the terms and conditions of the
contract and the extent of loss, damage, costs, charges and expenses caused to or suffered by
or that may be caused to or suffered by the Purchaser on account thereof, and the decision of
the Purchaser that the said Supplier has committed such breach or breaches and as to the
amount or amounts of loss, damage costs, charges and expenses caused to or suffered by or

Page: 68 of 80
 that may be caused to or suffered by the Purchaser from time to time shall be conclusive, final
and binding on the Bank.

4. We undertake to pay to the Purchaser, any money so demanded notwithstanding any dispute
or disputes raised by the Supplier in any suit or proceedings pending before any Court or
Tribunal relating thereto our liability under this present being absolute and unequivocal.

5. It shall not be necessary for the Purchaser to proceed against the Supplier before proceeding
against the Bank and the Guarantee herein contained shall be enforceable against the Bank
notwithstanding any security which the Purchaser may have obtained or obtains from the
Supplier.

6. We _________ (indicate the name of Bank) further agree with the Purchaser, that the
Purchaser shall have the fullest liberty without our consent and without effecting in any
manner our obligation hereunder to vary any of the terms and conditions of the said Purchase
Order or to extend time of performance by the said Supplier from time to time or to postpone
for any time of from to time any of the powers exercisable by the Purchaser against the said
Supplier and to forbear or enforce any of the terms and conditions relating to the said Purchase
Order and we shall not relieved from our liability by reasons of any such variation, or extension
being granted to said Supplier or for any forbearance, act or omission on the part of the
Purchaser or any indulgence by the Purchaser, to the said Supplier or by any such matter or
thing whatsoever which under the law relating to sureties would, but for this provision, have
effect of so relieving us.

7. This Guarantee will not be discharged due to the change in the constitution of the Bank or the
Supplier.

8. We _____________ (indicate the name of Bank) undertake not to revoke this Guarantee
during its currency except with the previous written consent of the Purchaser, in writing.

Notwithstanding anything contained in the foregoing clauses, our liability under this guarantee is
restricted to Rs. ____________________(Rupees. ____________________________________)
and our guarantee shall remain in force until __________ (Date of expiry of warranty period). Unless
a demand is made against us to enforce a claim under this guarantee within three months from the
date of expiry of warranty period, all your rights under this guarantee shall be forfeited and we shall
be relieved and discharged from all liability hereunder.

Date: (Name & Designation of the Signatory/Bank Official)

Place: For __________ (indicate the name of Bank)

Page: 69 of 80
 Annexure-II

PROFORMA OF CONTRACT AGREEMENT

(To be submitted in non-judicial stamp paper of Rs.100)

This AGREEMENT is made on …….. day of ……………. 2024 Between M/s ITI LIMITED, 22
Chittaranjan Avenue, Kolkata-700072 (hereinafter referred to as “OWNER” or “ITI”, which
expression shall include its administrators, successors and assigns) of the FIRST PART and M/s
……………………………… ……….…………………….. (hereinafter referred to as the
“CONTRACTOR” or “…….”, which expression shall include its administrators, successors,
executors and permitted assigns) of the SECOND PART.

ITI invited bids through open tendering process vide tender enquiry no.
………………………………… dated ……. ……. for
…………………………………………………………..

Whereas the CONTRACTOR has submitted its offer/bid dated …………………………….. to

execute and fully complete the intended works for the OWNER as set forth in the tender as amended
and the drawings, general conditions, special conditions, specifications, bill of quantities and
schedule hereto annexed according to the terms, obligations and conditions therein contained at and
for an approximate total sum of Rs. ………………… (Rupees
…………………………….…………………..…………………………………… ……………….
………….................................………………………………………………) and OWNER has
accepted such itemized rate tender in terms of its letter no
……………………………………………………………… dated ……………………

Now this AGREEMENT witnesseth as follows:

1. The CONTRACTOR covenants and agrees with the OWNER that the CONTRACTOR will
supply the tendered items within the time stipulated in the work order and in the manner and
pursuant and subject to all the terms, obligations and conditions in the said tender as amended
and the drawings, general conditions, special conditions, specifications, bill of quantities and
schedule provided, contained and referred to execute and fully complete all the works
specified, described or referred to in and by the said tender as amended and the drawings,
general conditions, special conditions, specifications, bill of quantities and schedule and will
well truly observe, perform, fulfill, submit to and keep all the said terms, obligations,
conditions and matters in the said tender as amended and drawings, general conditions, special
conditions, specifications, bill of quantities and schedule contained and referred to and on the
part of the CONTRACTOR to be observed, performed, fulfilled, submitted to or kept
according to the true intent and meaning of the said tender as amended and the drawings,
general conditions, special conditions, specifications, bill of quantities and schedule. Any

Page: 70 of 80
 items not covered by the tendered rates will be worked out as per special conditions attached
to the tender documents.

2. In case the work is not completed in the manner mentioned above to the complete satisfaction
of the OWNER in every respect within the aforesaid time limit from the stipulated date in the
work order, the CONTRACTOR agrees to pay a penalty as per the provision of the work order
for each week of delay beyond the date stipulated for the completion. It is agreed that time is
the essence of the contract.

3. In consideration of the premises the OWNER covenants with the CONTRACTOR that it will
pay to the OWNER at the several times and in the sums, proportions and manner in the said,
general conditions, special conditions in that behalf provided the amount accruing from time
to time, but subject to Conditions therein contained.

4. This agreement further witnesseth that the CONTRACTOR hereby covenants with the
OWNER that in the event of the non-fulfilment in any respect by the CONTRACTOR of the
said covenants, terms, agreements, obligations will pay to the OWNER all loss, damages,
costs, charges and expenses as the OWNER may be directly or indirectly put to in consequence
of such non-fulfilment by the CONTRACTOR.

5. If the CONTRACTOR fails to perform the contract or carry out the contract to the satisfaction
of the OWNER within the period fixed for the purpose or at any time repudiates the contract
before the expiry of such period, the Zonal Head or any officer of the OWNER so authorized
may, without prejudice to the right of the OWNER to recover from the CONTRACTOR the
damages for the breach of the contract, terminate the contract as the whole or terminate a part
of the contract at the risk and cost of the CONTRACTOR without prior notice and get the
balance work executed through some other agencies and held the CONTRACTOR liable for
all the losses and expenses incurred by the OWNER. The decision of the Zonal Head is final
with regard to the satisfactory performance of the Contract and is binding on both the parties.

6. In the event of any disputes arising in connection with this contract, it is further agreed that
such disputes shall be referred to the sole arbitrator as per the arbitration clause in the general
terms and conditions of the contract.

7. The following documents are deemed to form Part and parcel of the agreement viz., the tender
no. ………………………………………… dated ………………………… and order no
……………………………….. dated …………………………….., the general terms and
conditions, special conditions, the specifications, the priced bill of quantities, the schedule of
rates all of which for the purpose of identification have been signed by the authorized signatory
on the behalf of the OWNER and acceptance and all letters referred therein will also form a
part of this agreement.

8. This agreement further witnesseth that the CONTRACTOR is responsible for any accident or
other compensation payable to the workman employed by the working under the control of
CONTRACTOR that the OWNER has no sort of liability in the matter, and that if any payment
would have to be made by the OWNER, the same shall be reimbursed by the CONTRACTOR.

Page: 71 of 80
In witness where of the said parties here to have hereunto set their hands.

On behalf of OWNER On behalf of CONTRACTOR

Authorized Signatory Authorized Signatory

Name: Name:
Designation: Designation:

Witnesses: Witnesses:

1. ……………………………………… 1. ………………………………………

2. ……………………………………… 2. ………………………………………

Place :

Date :

Page: 72 of 80
 Annexure-III

PROFORMA OF NON-DISCLOSURE AGREEMENT (NDA)

(To be submitted in non-judicial stamp paper of Rs.100)

This Non-Disclosure Agreement (the "Agreement") is made on this …………… day of

…………………….. 2024 by and between

ITI Limited, a Company incorporated under the Companies Act, 1956/2013 having its
Registered & Corporate office at ITI Bhavan, Dooravaninagar, Bengaluru 560016 and Zonal
office at ITI Limited, MSP-East Zone, 22 Chittaranjan Avenue, Kolkata 700072 (hereinafter
referred to as “ITI”, which expression shall, unless the context otherwise requires, shall
mean and include its successors, affiliates, administrators, assigns, or by any other name by
which it may be incorporated) as the party of the FIRST PART.

AND

XXXX, a Company incorporated under the Companies Act, 1956/2013, having its
Registered office at ……………………………………………..……… (hereinafter
referred to as "XXXX", which expression shall, unless the context otherwise requires, shall
mean and include its successors, affiliates, administrators and assigns) as the party of the
SECOND PART

AGAINST

Work Order No: ……………………………………..

Project: ………………………..

Both ITI and XXXX hereinafter be individually referred to as “Party” and collectively
referred to as “Parties”.

WHEREAS:

A. The Parties intend to engage in discussions in order to evaluate entering into a

potential business relationship ("Purpose" or “Proposed Transaction”);

Page: 73 of 80
 B. It is anticipated that each Party may disclose or deliver (such Party, the “Discloser”)
to the other Party (such Party, the “Recipient”), certain confidential or proprietary
information for the Purpose as set forth above;

C. The Parties intend to safeguard and protect the Confidential Information (defined
below) from being disclosed to any third parties or being used for any purpose other
than the Purpose as mentioned herein above.

Now therefore in consideration of the mutual covenants and for other valuable
consideration, the Parties agree as follows:

1. Definitions

“Confidential Information” shall mean any non-public business, commercial or technical

information and data of a Party or that of its clients, including but not limited to information
relating to any past, present or future business methods, technical systems, research and
development projects, services, clients, liabilities, litigations, know-how and any
information in respect of which the Discloser owes an obligation of confidentiality to any
third party, whether disclosed in writing, orally, electronically or otherwise, by the Discloser
or any other party on behalf of the Discloser. Any documents, copies or abstracts, or any
modules, samples, prototypes or parts, which reflect or are generated from the foregoing
information or data, will also be deemed as Confidential Information.

“Applicable Law” means all acts, rules, laws, legislations, statutes, orders, regulations,
ordinances, decrees, rulings, policies, administrative guidelines, codes, instructions,
judgments, court orders, treaties, bye-laws, notifications or any directives of any
government or judicial authority in India. Applicable Law includes all amendments to and
judicial interpretations of the foregoing.

“Authorised Recipients” means those persons who need to know or have access to the
Confidential Information in the course of their professional duties, for the purposes of
evaluating, negotiating or advising upon the Proposed Transaction, and include the
Recipient's senior executives, professional advisers, agents and representatives.

“Affiliates” means, in relation to any Party, a person or entity that controls, is controlled
by, or is under common control with such Party; for the purposes of this definition, control
means (a) the ownership, directly or indirectly, of a majority of the voting securities of that
Party, or (b) the power to direct the management or policies of that Party, whether by
operation of law, contract or otherwise.

2. Manner of Disclosure

Page: 74 of 80
2.1 The Recipient acknowledges that the Discloser’s Confidential Information is received
under a duty of confidentiality to the Discloser. Recipient shall not disclose, copy,
reproduce or distribute the Confidential Information or any part of it or otherwise
make it available to any person except as permitted under this Agreement.

2.2 All Confidential Information shall be deemed as the Discloser’s trade secrets, unless
otherwise designated by the Discloser as non-trade secret Confidential Information.

2.3 The Recipient shall treat the Discloser’s Confidential Information with the same
degree of care as it protects its own Confidential Information and in no case less than
a reasonable degree of care. The Recipient shall keep all Confidential Information
securely and properly protected against theft, damage, loss and unauthorised
disclosure and access (including access by electronic means).

2.4 The Recipient and its Authorised Recipients shall use the Confidential Information
solely for the purpose of evaluating and negotiating the Proposed Transaction and not
for any other purpose. Under no circumstance shall the Recipient or its Authorised
Recipients use any Confidential Information in relation to its own business (other than
for the purpose of evaluating and negotiating the Proposed Transaction) or to compete
with the Discloser or its Affiliates.

2.5 The Recipient may use or disclose Confidential Information only:

(a) for the purpose of evaluating the Proposed Transaction or as may be necessary
for fulfilling its obligations or effectively exercising its rights pursuant to the
Proposed Transaction;
(b) to Authorised Recipients, provided that they are bound by the same obligations
of confidentiality as the Recipient under this Agreement;
(c) if permitted by the Discloser in writing, prior to the disclosure; or
(d) to the extent required by an order of any court or other governmental authority,
but only after the Discloser has been so notified and has had the opportunity, if
possible, to obtain reasonable protection for such information in connection with
such order.

2.6 The Recipient shall notify the Discloser immediately upon becoming aware that any
of the Information has been disclosed to, or obtained by, a third party otherwise than
as permitted under this Agreement.

3. Return of Information

3.1 Upon written request by the Discloser, or upon the termination or expiry of this
Agreement (whichever is earlier), the Recipient shall, and shall ensure that its
Authorised Recipients, promptly at its/their own cost and expense:
Page: 75 of 80
 (a) return all Confidential Information to the Discloser, without retaining any copies
of such Confidential Information; and
(b) permanently remove all Confidential Information from any and all computer,
word processor, disk, memory stick or other devices containing such
Confidential Information,

except when the Discloser’s prior written permission to retain Confidential

Information has been obtained by the Recipient. In such an event, the
obligations under this Agreement shall continue to apply to any such
Confidential Information retained.

3.2 The provisions of Clause 3.1 above shall not apply to the extent that the Recipient or
any Authorised Recipient is required to retain any Confidential Information by any
Applicable Law, rule or regulation or by any competent judicial, governmental,
supervisory or regulatory body. In such an event, the obligations under this Agreement
shall continue to apply to any such Confidential Information retained.

4. Exceptions
The obligations under Clauses 2 and 3 above shall not apply to any
Confidential Information, which the Recipient can prove:

(a) is at the time of disclosure, already in the public domain or is available to the
public through no breach of this Agreement by the Recipient, except that
Confidential Information shall not be deemed to be in the public domain merely
because a part of the Confidential Information is embodied in general
disclosures or because individual features, components or combinations thereof
are known or become known to the public; or
(b) is received by the Recipient from a third party free to lawfully disclose such
information to Recipient; or
(c) is independently developed by the Recipient without the benefit of any of the
Confidential Information, as evidenced by written documentation.

5. Refusal
Either Party shall have the right to refuse to accept any Confidential Information under
this Agreement prior to any disclosure and nothing herein shall obligate either Party
to disclose any particular Confidential Information.

6. No License or Obligation

Page: 76 of 80
 It is understood that no license or right of use under any patent or patentable right,
copyright, trademark or other proprietary right is granted or conveyed by this
Agreement. The disclosure of Confidential Information shall not result in any
obligation to grant the Recipient any rights therein or to proceed with the Proposed
Transaction.

7. No Remuneration, Warranty and Liability

7.1 The Parties are not entitled to any remuneration for disclosure of Confidential
Information under this Agreement. No warranties of any kind are given and no
liability of any kind shall be assumed by the Discloser with respect to such
Confidential Information or any use thereof, nor shall the Discloser indemnify the
Recipient against or be liable for any claims by the Recipient, Authorised Recipients
or any third party with respect to Discloser’s Confidential Information or any use
thereof.

7.2 Confidential Information is provided on an “as is” basis. In no event shall the
Discloser be liable for the accuracy or completeness of the Confidential Information.

7.3 Any breach of this Agreement by a Party’s Affiliate or Authorised Recipient

shall constitute a breach of this Agreement by that Party.

8. Termination

The Recipient’s obligations under this Agreement as regards Confidential Information

that is designated as non-trade secret Confidential Information shall expire on the
earlier of

(i) completion of 3 years from the last disclosure of Confidential Information under
this Agreement or

(ii) the execution of definitive binding documentation implementing the Proposed

Transaction and containing no less stringent obligations than those contained
herein.

9. Non-Solicitation

Neither Party shall, directly or indirectly,

(a) hire or appoint any person who is a director, employee, consultant or individual
working under a contract with the other Party; or

Page: 77 of 80
 (b) solicit, encourage or influence or seek to encourage or influence the foregoing
persons to leave his/her current employment or to breach the terms of such
employment, consultancy or contract,

except with the prior consent of the other Party.

The obligations under this Clause shall expire at the earlier of

(a) completion of 6 (six) months from the date of the last interactions between the
Parties under this Agreement or
(b) the execution of definitive binding documentation implementing the
Proposed Transaction and containing obligations similar to the obligations
contained in this Clause.

10. No Public Disclosure

Neither Party shall make any public statement, announcement or disclosure to third
parties concerning the existence of this Agreement or its terms, the business
relationship (if any) between the Parties or the Proposed Transaction, without the prior
written approval of the other Party.

11. No Assignment

This Agreement shall not be assigned by either Party without the prior written
consent of the other Party.

12. Written Form

The provisions of this Agreement may not be modified, amended or waived, except
by a written instrument duly executed by the Parties hereto.

13. Severability

If any provision of this Agreement is determined to be invalid, illegal or unenforceable

under the Applicable law, the remaining provisions of this Agreement to the extent
permitted by law shall remain in full force and effect. To the extent practicable, the
offending provision to be replaced with a valid, enforceable, legal provision that
reflects the intention of the offending provision.

14. Arbitration & Applicable Law

Page: 78 of 80
14.1 If any dispute and/or difference arises out of or in connection with any of the terms of
this Agreement shall, the Parties hereto shall endeavour to settle such dispute
amicably. The attempt to bring about an amicable settlement shall be considered to
have failed if not resolved within 60 (sixty) days from the date of the dispute.

14.2 Failing such amicable resolution, such dispute or difference shall be referred to
arbitration by a sole arbitrator appointed by ITI to be conducted as per the Arbitration
and Conciliation Act, 1996. The venue of the arbitration shall be Kolkata (India) and
the arbitration proceedings shall be carried out in English language. The arbitral award
shall be final and binding on Parties.
(a) The above clauses on Arbitration shall survive for three (03) years
even after the expiry/termination of agreement.
(b) It is expressly understood and agreed by and between parties that
XXXX is entering into this agreement solely on its own behalf and not
on behalf of any other person or entity. In particular, it is expressly
understood and agreed between the Parties that the Government of
India is not a party to this agreement and has no liabilities, obligations
or rights hereunder. It is hereby expressly understood and agreed that
XXXX is an independent legal entity with power and authority to enter
into contracts solely on its own behalf under the applicable Laws of
India and general principles of Contract Law. XXXX represents and
ITI expressly agrees, acknowledges and understands that XXXX is
not an agent, representative or delegate of the Government of India. It is
further understood and agreed between the Parties that the
Government of India is not and shall not be liable for any acts,
omissions, commissions, breaches or other wrongs arising out of the
contract. Accordingly, ITI hereby expressly waives, releases and
foregoes any and all actions or claims, including cross claims, impleader
claims or counter claims against the Government of India arising out of
this contract and covenants not to sue the Government of India as to
any manner, claim, cause of action or thing whatsoever arising of or
under this agreement.

14.3 Nothing in Agreement shall prevent either Party from applying to a court for
provisional or interim measures or injunctive relief as may be necessary to safeguard
such Party’s Confidential Information or other rights hereunder. For such purpose,
appropriate courts in Kolkata shall have exclusive jurisdiction.

IN WITNESS WHEREOF THE PARTIES HERETO HAVE EXECUTED THIS

AGREEMENT ON THE DATE AND AT THE PLACE FIRST MENTIONED
HEREIN ABOVE

Page: 79 of 80
For ITI Limited For XXXX

Name: Name:

Designation: Designation:

Page: 80 of 80