763, ANNASALAI, CENTRAL OFFICE, CHENNAI (TN)
CENTRAL OFFICE
INSPECTION DEPARTMENT
(INTERNAL AUDIT AND ASSURANCE)
01-03-2021
Invites
REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB / CO / INSP / TENDER / 01 / 2021-22 DATED 01-03-2021
for
ENGAGEMENT OF AUDIT & ADVISORY FIRM /
EXPERT CONSULTANT GROUP
(AUDIT, RISK & ADVISORY SERVICES)
TO ASSESS, REPORT, ADVISE AND AID TO IMPLEMENT MITIGATION
FOR IMPROVING & STRENGTHENING THE REGIMES OF
INSPECTION, INTERNAL AUDIT AND ASSURANCE FUNCTION
OF BANK
REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
DISCLAIMER
The information contained in this REQUEST FOR PROPOSAL (“RFP”) document
or information provided subsequently to bidders or applicants whether verbally
or in documentary form by or on behalf of Indian Overseas Bank (or Bank), is
provided to the bidder(s) on the terms and conditions set out in this RFP
document and all other terms and conditions subject to which such
information is provided.
This RFP document is not an agreement and is not an offer or invitation by the
Bank to any parties other than the applicants who are qualified to submit the
bids (hereinafter individually and collectively referred to as “Bidder” or
“Bidders” respectively). The purpose of this RFP is to provide the Bidders with
information to assist the formulation of their proposals.
This RFP does not claim to contain all the information each Bidder requires.
Each Bidder may conduct its own independent investigations and analysis and
is free to check the accuracy, reliability and completeness of the information
in this RFP. The Bank makes no representation or warranty and shall incur no
liability under any law, statute, rules or regulations as to the accuracy, reliability
or completeness of this RFP. The information contained in the RFP document is
selective and is subject to updating, expansion, revision and amendment. The
bidders shall not get any rights through the agreements and shall not claim for
contract or order. The bidders are not to disclose the information provided
through other documents, besides the RFP.
Bank in its absolute discretion, but without being under any obligation to do so,
can update, amend or supplement the information in this RFP. Such change
will be published on the Website of the Bank https://www.iob.in/tenderlist.aspx
or (https://www.iob.tenders.auctiontiger.net) the e-portal and it will become
part of RFP. Indian Overseas Bank reserves the right to reject any or all the
proposals received in response to this RFP document at any stage without
assigning any reason whatsoever. The decision of the Bank shall be final,
conclusive and binding on all the parties. Bank reserves the right to cancel the
entire bid at any point of time, or disqualify any particular bidder, if it finds that
fair play is not maintained by the bidder.
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REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
TABLE OF CONTENTS
SL INDEX PAGE NO
NO
4-6
1. Bid Details-submission details 7
8
2. Overview, Background and Current Assignment details 8-9
9
3. Scope of Assignment 10
11
4. Invitation and Definition 12
12
5. Eligibility Criteria 13
14
6. Earnest Money Deposit 15
16
7. Clarification and amendment of RFP documents 17
17
8. Participation to Bid Proposal and Bid Document 18
19
9. Validity Period of the proposal/ bid 20
20
10. Preparation of proposal / bid 21
11. Submission, receipt and opening of proposal
12. Online Submission of Commercial bid and Withdrawal
13. Proposal Evaluation
14. Cancellation of Bid
15. Disclaimer
16. Contract finalization
17. Confidentiality Agreement & Indemnification
18. Cancellation of Agreement
19. Representations and Warranties
20. Miscellaneous Terms & Condition
Annexure-A Annexures 23
Annexure-B Eligibility Criteria 24-25
Annexure-C Scope of Assignment 26
Annexure C-1 Technical Proposal by Bidder 27
Particulars to be furnished for the purpose of
Annexure C-2 aPaprptiociunltamrseintreosfpAeucdtito/fAednvgisaogryemFiremn.t as advisory firm in 28
Companies in India.
Annexure C-3 Details of Bidder. 28
Annexure C-4 Details of Partners of the Bidder. 29
Annexure C-5 Details of full time professional staff of the Bidder. 29
Team member profile - Details of Persons who will form
Annexure C-6 the team for the proposed assignment 30
Commercial Proposal by Bidder
Annexure-D Parameter for selection of Audit and Advisory Firm 31
Annexure-E Payment terms 32
Annexure-F Parameters used for technical evaluation 33
Annexure-G Format of Performance Security Form 34-35
Annexure-H Format of Agreement 36
Annexure-I Format of Non-Disclosure Agreement 40
Annexure-J Format for Pre-contract Integrity Pact 58
Annexure-K 66
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REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
Request for Proposal (RFP): Bid / E-tender Process.
1. Bid Details and Schedule Date: 01-03-2021 Time: 11.00 A.M
1. Date and time of commencement of https://www.iob.in/tenderlist.aspx
2. Bidding Process at IOB web Portal) Date: 07-03-2021 Time: 5.00 P.M
Last date and time for receipt of queries
3. through email for clarification from Date: 10-03-2021 Time: 5.00 P.M
3.a bidders
4. Date and time for issuing clarifications to Date: 12-03-2021 Time: 2.30 P.M
queries received by the Bank
7. Pre Bid Meeting (optional) Date: 22-03-2021 Time: 10:00 A.M
Last date and Time submission of Bidding
Documents Including Technical and Technical Bid Opening & Evaluation
Financial Bid in e portal Commercial Bid Opening &Evaluation
Bid Opening and Evaluation Process
5. Date and Time of opening of the Date: 22-03-2021 Time: 1.00 P.M
Technical Bids
Technical Bid Evaluation and Presentation Date: 22-03-2021 to 25-03-2021
by Bidders Presentation schedule by Email.
Date and Time of opening of the Date: 26-03-2021 Time 11:00 AM
Commercial Bid
Evaluation and Selection of Bidder Date: 26-03-2021 Time 4:00 AM
6. Place of opening bids INDIAN OVERSEAS BANK
(Representatives of Bidders may be present INSPECTION DEPARTMENT,
during Opening of the Technical Bid. CENTRAL OFFICE,
However, Technical Bids would be opened 763, ANNA SALAI, CHENNAI, TAMIL
even in the absence of any or all of the
bidders’ representatives which is optional.) NADU-600002
7. The eligible bidders, who would qualify as per the eligibility criteria in Annexure A would be informed
by the Bank through e-mail. The technical proposals shall be evaluated based on parameters given
in Annexure G and the bidder securing minimum 75% Score shall be considered as qualified for
opening of Financial bid, which shall be opened for commercial bid evaluation subsequently.
8 Address of communication (Bank) E-mail: inspection@iobnet.co.in
SHRI NENAVATH DEVI SINGH Contact -Telephone/Mobile:
DEPUTY GENERAL MANAGER (DGM) DGM-Shri. Nenavath Devi Singh-
Indian Overseas Bank 044-28519570 / 98366 64987
Inspection Department, AGM-Shri. Bijay Ketan Sahoo
Central Office, 044-28519283 / 89172 87197
5th Floor, Annex II Building, CM-Shri. S Parthasarathy
763, Anna Salai, Chennai –600002 044-28519569 / 99410 22240
9. Cost of Bid Documents (Non-refundable) Rs.2950/- (Rupees in the form of demand draft/ Pay order in favour of
Two Thousand nine hundred and fifty only))inclusive of GST. INDIAN OVERSEAS BANK, payable at Chennai.
(Rs.2500+450 GST)
10. Earnest Money Deposit Rs.2,00, 000/- (Rupees Two Lakh only)
in the form of Demand Draft in favour
o “INDIAN OVERSEAS BANK”payable
at Chennai. EMD should be enclosed
with Technical Bid.
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REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
Note1: If a holiday is declared on the dates mentioned above, the bids shall
be received / opened on the next working day at the same time specified
above and at the same venue unless communicated otherwise.
Note2: Bidders who are registered with National Small Industries Corporation
(NSIC)/ UAM (UdyogAdhaar Memorandum) are exempted from the submission
of Cost of Bid document and EMD. Documentary Proof to be submitted along
with the technical bid mentioning that they are registered with NSIC under
single point registration scheme.
1.1 SUBMISSION OF BIDS THROUGH E-TENDERING PORTAL:
Bidders satisfying the terms & conditions specified in this RFP may submit their bid through
Bank’s e-tendering service provider website https://www.iob.tenders.auctiontiger.net on or
before the time-line stipulated vide RFP. All bidders must note that this being E-tender,
Bids received only through online on the E-tendering portal shall be considered as an
offer. Any bid submitted in physical form will not be received or opened and shall be
summarily rejected.
Any bid received by the Bank after the deadline for submission of bids will be rejected.
In the event of the specified date and time for the submission of bids, being declared
a holiday for the Bank, the bids will be received up to the appointed time on the next
working day. Extension /Advancement of submission date and time will be at the sole
discretion of the Bank.
Procedure for submission of E-tender by bidder: Interested bidders who wish to
participate should visit website https://www.iob.tenders.auctiontiger.netwhich is the
ONLY website for bidding their offer. Bidder must submit the offer before online closing
date & time. The website will automatically stop accepting the offer after online
closing date and time. Further, the procedure is as follows:
(i) Register your company in website for obtaining a Login ID and Password.
(ii) Using the login ID, password and digital signature, login into the tender portal
to download the tender document. It is mandatory for the Bidders to have a valid
Digital Signature Certificate – Signing and Encryption (Class – II or Class – III) issued by
any of the valid Certifying Authority approved by Govt. of India as per IT Act, 2000.
DSC on Organization name is required, if bidder want to participate on behalf of
his/her Organisation.
(iii) Pay Earnest Money Deposit (i.e. EMD) through Demand Draft (i.e. DD)/ and
upload the scan copy in website.
(iv) Upload supporting documents by clicking “Mapped Documents”. Then submit
the tender. Take a print screen of “Bid successfully submitted” message for
reference. Contact details of e-Tender service provider have been provided in their
website.
(v) Bidders will be participating in E-Tendering event from their own office / place
of their choice. Internet connectivity /browser settings and other paraphernalia
requirements shall have to be ensured by Bidder themselves.
(vi) In the event of failure of their internet connectivity (due to any reason
whatsoever it may be) the service provider or bank is not responsible.
(vii) In order to ward-off such contingent situation, Bidders are advised to make all
the necessary arrangements / alternatives such as back –up power supply,
connectivity whatever required so that they are able to circumvent such situation
and still be able to participate in the E-Tendering Auction successfully.
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REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
(viii) The Bidders are requested not to wait till the last moment to quote their bids to
avoid any such complex situations.
(ix) Failure of power at the premises of bidders during the E-Tendering cannot be
the cause for not participating in the E-Tendering. On account of this, the time for
the E-Tendering cannot be extended and BANK is not responsible for such
eventualities.
(x) Bank and/ or Service Provider will not have any liability to Bidders for any
interruption or delay in access to site of E-Tendering irrespective of the cause.
(xi) Bank’s e-tendering website will not allow any bids to be submitted after the
deadline for submission of bids. In the event of the specified date and time for the
submission of bids being declared a holiday for the Bank, e-tendering website will
receive the bids up to the appointed time on the next working day. Extension /
advancement of submission date and time will be at the sole discretion of the Bank.
(xii) Utmost care has been taken to reduce discrepancy between the information
contained in e-tendering portal and this tender document. However, in the event of
any such discrepancy, the terms and conditions contained in this tender document
shall take precedence.
(xiii) During the submission of bid, if any bidder faces technical issues and was
unable to submit the bid, in such case the Bank reserves its right to grant extension
for bid submission by verifying the merits of the case and after checking necessary
details from Service provider.
1.2 SUBMISSION OF DOCUMENTS:
In addition to uploading the documents in the e-tendering portal, Bidder should also
submit the following in a sealed cover to the address notified in the RFP on or before
schedule mentioned in the RFP.
a) Demand Draft/ Pay order towards cost of documents. (Rs.2950/-) including GST.
b) Bid Security (EMD) amounting toRs.2,00,000/- (Rupees Two Lakh Only) in the form
of Demand draft in favour of Indian Overseas Bank payable at Chennai
c) Copy of the RFP duly signed by the authorised representative of the company
submitting the bid.
d) Integrity Pact on stamp paper duly signed.
Bidder should be in possession of acknowledgement issued by e-tendering system
and provide the same if asked by the Bank at the time of technical bid. The last
date and time of above documents submission in sealed cover or envelope
is by 11.00 AM on 22-03-2021.
In case the above documents are not submitted on or before the schedule
mentioned in the RFP, the bid will be rejected, even if the same is uploaded in the
Bank’s e-tendering service provider website. The above documents in a sealed cover
should be submitted to Shri Nenavath Devi Singh (DGM) - Inspection Department of
the Bank’s Central Office, Chennai on or before the date and time mentioned in the
Schedule for bidding process given in the RFP or they may be handed over to any
one of the officers of the Bank’s Inspection Department, Central Office, Chennai
mentioned in the RFP.
Bids received in any other mode other than the mode stipulated above will not be
accepted.
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REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
1. Overview of Indian Overseas Bank
Indian Overseas Bank is one of the leading Public sector banks in India with a
network of 3221 branches across India and 4 overseas branches spread across
India. The bank has overseas branches, associates and a Joint venture (viz
India International Bank (Malaysia) Ltd BHD in Malaysia). The bank offers wide
range of products and services to both Retail and Corporate customers. The
bank also provides services to its customers through alternate delivery
channels such as internet banking, mobile banking, debit cards, credit cards,
Door step Banking etc. The corporate Website of Bank is at www.iob.in
2. Background, Overview of Current Assignment & Scope of Work
3.1 The Bank aims to carry out a detailed review of the gaps in the existing
framework for strengthening the supervisory, governance, structural, functional
and compliance regimes of the institutional framework of Inspection, Internal Audit
and Assurance System of the Bank. Further aims to ensure a effective risk based
approach and processes in fraud perspective and meet the Regulatory
Compliance efficiently.
3.2 The Inspection function intends to carry out the said review covering
regulatory requirements, by way of engaging an experienced cum professional
Firm/Agency/Consulting Expert Group capable of providing Audit, Risk and
Advisory service which shall assess various aspects and processes in the framework
of Internal Audit and come out with a gap report. Further, it is expected that the
Agency shall come out with a suggestive Sustainable Action Plan as part of
advisory for implementation of remedial measures to mitigate the identified gaps
to improve the quality and strengthen the function.
3.3 The primary or critical areas as per regulatory requirement that need
immediate assessment, advisory services and implementation efforts for
improvement in stipulated time frame are as follows:
a) Forward looking risk rating of business areas
b) Appropriate selection of business areas for Audit
c) Improvement in existing audit processes
d) Introduction system level remediation of Control issues.
e) Back Testing of Risk Rating for correctness and efficiency
f) Improvement in the effectiveness of ACE/ ACB and its improved ways
of reporting the gaps to the Committee
2.4 The engaged Firm/agency shall aid in implementation of the remedial
measures and ascertain level of improvement to provide assurance to the Top
Management / Board.
2.5 The current assignment is critical and is stipulated time bound in
regulatory view.
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REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
2.6 Scope of Work (Comprehensive)
The Audit & Advisory Firm/ Expert group, on engagement shall be
required to assess, report, advise action plan for risk mitigation, aid
implementation of suggested remedial measures, carryout a compliance
check for assurance and also undertake few internal audit assignments.
The comprehensive scope of work and its broad categories are as follows
A. Assessment of existing Framework of Internal Audit, Risk
Assessment, Regulatory requirements and issue a Gap Report
with scope for remediation.
B. Advisory with Measurable & Sustainable Action Plan for
Implementation
C. Aid in Implementation of suggested remedial measures/ plan
and Assurance
2.7 The detailed Scope of Assignment is given in Annexure B.
2.8 Stipulation of Timelines for Scope:
2.8.1 Assessment and issuance of Gap Report : 30.04.2021
2.8.2 Implementation of Remediation: 31.05.2021
2.8.3 Assurance: 28.06.2021
5. Invitation
The Bank invites Proposals (the “Proposals”) for selection of an Audit, Risk &
Advisory Agency / Expert Audit/ Advisory Firm Group which shall assess, report,
suggest and implement remedial action plan for strengthening the framework
of Inspection/ Internal Audit and Assurance Function, and as well to undertake
Internal audit assignments as per the Scope of Assignment given in
Annexure B.
The bidders/ applicants desirous of taking up the project are invited to
submit their proposal in response to this RFP. The criteria and the actual process
of evaluation of the response to the RFP and subsequent selection of the
Successful Bidder (SB) will be entirely at Bank’s discretion. The bidders/
applicants should have necessary experience, capability and expertise to
perform, as per the scope of work and to adhere to the Bank’s requirements/
terms and conditions outlined in the RFP.
The RFP is not an offer by INDIAN OVERSEAS BANK, but an invitation to
receive responses from the Bidders. No contractual obligation whatsoever shall
arise from the RFP process unless and until a formal contract is signed and
executed by duly authorized official(s) of INDIAN OVERSEAS BANK with a
Successful Bidder.
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REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
6. Definitions
a) “Bank” means INDIAN OVERSEAS BANK, as defined hereinbefore in Clause 2.
b) “Bidder/ Applicant/ Audit Firm/ Advisory agency/Expert Group” means the entity or
firm who is submitting its proposal for providing services to Bank.
c) “Partner” means a professional sharing profit in a chartered accounting firm/ LLP as
defined under Limited Liability Partnership Act, 2008.
d) “Personnel/ Professional” means full time staff with minimum qualification of Chartered
Accountant or professional Internal Audit & Control or Risk Management qualification,
CISA etc., and on the payroll of the Bidder
e) “Proposal/ Bid” means the technical proposal and the Commercial/ Financial
proposal.
f) “RFP” means this “Request for Proposal” prepared by the Bank for the selection of Audit
, Risk & Advisory Firm/Agency or Expert Group.
g) “Assignment” or “Services” of “Job” means the work to be performed by the Audit &
Advisory Expert pursuant to the contract
h) “Scope of Assignment” means the document included in the RFP which explains the
scope of work, activities, tasks to be performed, etc.
i) “Contract” means the contract signed by the parties and all the attached documents
and the appendices.
j) “Day” means calendar day.
k) “Parties”- Party or Parties means Bank or Bidder/ Selected Bidder/ Audit/ Advisory Firm
or Expert Group or both as the case may be.
l) “RCM” Risk Control Matrices
m) Corporate office relates to Central office of Bank
7. Eligibility Criteria
7.1 Applicants must read carefully the eligibility criteria provided in
Annexure-A. Proposals of only those Applicants who satisfy these
conditions will be considered for evaluation process. The eligible
Bidders, who would qualify as per the eligibility criteria in Annexure A
would be informed by the Bank through e-mail.
7.2 Conflict of interest
7.2.1 Bank requires that the selected Audit, Risk and Advisory
Agency/ Expert Group provide professional, objective, and
impartial advice, and at all times hold Bank’s interest’s paramount
and that they strictly avoid conflicts with other assignment(s)/
job(s) or their own corporate interests, and act without any
expectation/ consideration for award of any future assignment(s)
from the Bank.
7.2.2 Without limitation on the generality of the foregoing, the
selected Audit/ Advisory Firms, and any of their affiliates and
member firms, shall be considered to have a conflict of interest
(and shall not be engaged under any of the circumstances) as set
forth below:
i. Conflicting Assignment/ Job: The Advisory agency
(including its personnel) or any of its affiliates and member firms
shall not be hired for any assignment/ job that, by its nature, which
are in conflict with another assignment/ job of consultancy to be
executed for the same and/or for another employer.
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REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
ii. Conflicting Relationships: The Firm/ Agency (including its
personnel) having a business or family relationship with a member
of Bank’s employee who is directly or indirectly involved in any part
of (i) the preparation of the terms of reference of the assignment/
job, (ii) the selection process for such assignment/ job, or (iii)
supervision of the contract, may not be awarded a contract,
unless the conflict stemming from such a relationship has been
resolved in a manner acceptable to Bank throughout the
selection process and the execution of the contract.
7.2.3 The Bidder shall ensure that the employees of Bank shall not
work as, for or be a part of the firm of selected professionals.
7.2.4.The bidders have to comply with RBI direction
DBS.ARS.No.BC.02/ 08.91.001/ 2008-09 dated 31.12.2008 which
states that Audit firms should not undertake statutory audit
assignment while they are associated with internal assignments in
the bank during the same year. In case the firms are associated
with internal assignment it should be ensured that they relinquish
the internal assignment before accepting the statutory audit
assignment during the year.
8. Earnest Money Deposit (EMD)
8.1 The Bidder shall submit the EMD of Rs. 2,00,000/- (Rupees Two Lakh
only) by way of demand draft favouring “INDIAN OVERSEAS
BANK‟ payable at Chennai.
8.2 EMD may be forfeited:
a) If Bidder withdraws Bid during the period of Bid Validity; or
b) If the successful Bidder fails to sign contract within the
stipulated time period; or
c) If the successful Bidder fails to furnish Performance Bank
Guarantee valid up to March 31, 2024 on signing of contract
or
d) If the successful Bidder fails to deliver the relevant services
within the stipulated period; or
e) If the successful Bidder fails to comply any of the terms of RFP
or Contract.
8.3 Earnest Money Deposit (i.e. EMD) through Demand Draft (i.e. DD)
and to upload the scan copy in website. Any Technical Proposal
not accompanied by the requisite EMD copy shall be treated as
non-responsive and shall be rejected immediately.
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REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
8.4 The EMD of the unsuccessful Bidders will be returned as early as
possible, after completion of process of selection of the Audit/
Advisory Firm. The EMD of the selected Audit/ Advisory Firm shall
be refunded only after successful completion of
contract/assignment.
8.5 No interest is payable on the amount of EMD.
10. Clarification and Amendment of RFP Documents
10.1. The Bidder may request a clarification on any clause of the RFP
documents as stated in Bid details. Any request for clarification must be
sent by e-mail only. Bank will respond by e-mail for correspondence. The
responses of the Bank will be published on Bank’s website without
identifying the source of the query. Should Bank deems it necessary to
amend the RFP as a result of a clarification, it shall do so in accordance
with the procedure stated under paragraph 10.2 below.
The Bidders shall submit the queries only in the format given below:
Bidder Page Clause Description Clarification sought by
Name No. No. as per RFP Bidder
10.2 At any time prior to the deadline for submission of proposal, Bank
may modify the bidding document by amendment. Any clarification
issued by Bank will be in the form of an addendum/ corrigendum and
will be available in Bank’s website as well as e-procurement site. The
amendment will be binding on all Bidders. Bank, at its own discretion,
may extend the deadline for submission of bids in order to allow
prospective bidders a reasonable time to take the amendment into
account. Interested applicants are advised to frequently visit the web
sites for updating themselves about changes, if any, made in the RFP
before the bid submission date.
10.3. Pre Bid Meeting (optional): Bidders are required to submit pre-bid
queries, within the stipulated timelines through email (in excel format
only) as per format given above. The queries submitted before pre-bid
meeting, will only be discussed in the pre-bid meeting and their
subsequent responses will be uploaded on to Bank’s website as well as
e-procurement portal. Only two persons per bidder will be allowed to
attend the Pre-Bid meeting provided they have authorization letter from
competent authority to attend the pre-bid meeting from their
company. Bidders attending pre-bid are also required to submit a copy
of their I-Card issued by their organisation. No person shall be allowed to
attend the Pre-Bid meeting without proper Authorization letter from their
organisation and without their Official ID Cards issued by their company. (Any
other ID proof such as PAN, DL or Aadhaar card, etc will not be accepted)
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REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
Bidders are required to go through the RFP and any subsequent Corrigendum
meticulously and submit their bid timely to avoid any last minute issues. Non-
attendance at the Pre-bid Meeting will not be a cause for disqualification of a
bidder. Any modification of the RFP, which may become necessary as a
result of the Pre- bid Meeting, shall be made available by the Bank
exclusively through the issue of an Addendum/Corrigendum on Bank’s
website as well as e-procurement portal
11. Participation to Bid Proposal
11.1 Detailed description of the objectives, scope of services,
deliverables and other requirements relating to this engagement are
specified in Annexure B of this RFP. Interested applicants eligible as per
Annexure “A” may participate in the Selection Process by submitting the
Bids as expected in this document.
11.2 Applicants are advised that the selection of Audit, Risk and
Advisory Firm/ Expert Group shall be on the basis of an evaluation/
Selection Process specified in this RFP in Para 14 & Para 15. Applicants
shall be deemed to have understood and agreed that no explanation
or justification for any aspect of the Selection Process will be given and
that the Bank’s decisions are without any right of appeal whatsoever.
11.3 No Bidder/ Applicant shall submit more than one application for
the subject RFP.
11.4 The Bidder/ Applicant shall be responsible for all costs associated
with the preparation of their Proposals and their participation in the
Selection Process including subsequent negotiation, visits to the Bank
etc. The Bank will not be responsible or in any way liable for such costs,
regardless of the conduct or outcome of the Selection Process.
11.5 Bidding Document : The RFP can be downloaded from the
Bank’s website, i.e. https://www.iob.in/tenderlist.aspx and E-Tender
portal https://www.iob.tenders.auctiontiger.net).
11.6 Any further Addenda/ Corrigenda/ Extension of Dates /
Clarifications / Responses to bidder’s queries in respect of the RFP shall
only be posted on Bank’s website as mentioned above, and no
separate notification shall be issued in the newspaper
12. Validity Period of the Proposal/Bid
a. Validity Period: Bids shall remain valid for 180 days, after the
last date for submission of proposal i.e. 07-03-2021 (Bid Validity Period till
06.09.2021). INDIAN OVERSEAS BANK holds the rights to reject a Bid valid
for a period shorter than the Bid Validity Period as non-responsive,
without any correspondence. Any decision taken by INDIAN OVERSEAS
BANK in this regard shall be final, conclusive and binding on the Bidders
and shall not be questioned / challenged by the Bidders.
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REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
b. Extension of Bid Validity Period: In exceptional circumstances,
INDIAN OVERSEAS BANK may solicit the Bidder’s consent to an extension
of the Bid Validity Period. The request and the response thereto, shall be
made in writing. Extension of Bid Validity Period by the Bidder should be
unconditional and irrevocable. The Bid Security provided shall also be
suitably extended by the Bidder. A Bidder may refuse the request without
being liable for forfeiture of its EMD. A Bidder granting the consent will
not be permitted to modify its Bid.
13. Preparation of Proposal/Bid
13.1 The proposal as well as all related correspondence exchanged
by the bidder with Bank shall be written in the English language. Bidder
who fulfils the eligibility criteria specified in Annexure A will be technically
evaluated and once technically qualified then commercial bid will be
opened after information to the eligible bidders.
13.2 The name of the assignment/ job shall be “Engagement of Audit,
& Advisory Service for Internal Audit and Assurance”. Detailed scope of
the assignment/job has been described in the scope of Assignment
Annexure B.
13.3 The Proposal shall be in two parts in separate Sealed covers and
shall be submitted as per norms specified in RFP para 14 as follows
(a) Technical Bid proposal
(b) Commercial Bid proposal
13.4 Technical Bid Proposal
(a) A non-refundable Demand Draft/ Pay Order of Rs.2950/- (Rupees
Two Thousand Nine hundred and Fifty Only) should be submitted along
with the technical bid/ proposal, as the cost of the RFP Document and
bids not accompanied by the Demand Draft/ Pay Order of requisite
amount shall be out-rightly rejected.
(b) The Technical proposal is required to be submitted in the format
as per Annexure-C together with Annexure C1 to C6 and other
supporting documents in a separate sealed envelope
(c) The Demand Draft for EMD of Rs.2,00,000/- (Rupees Two Lakh)
should also be kept in separate envelope along with other documents
(e) In preparing their technical proposal, Bidders are expected to
examine in detail the documents comprising the RFP. Material
deficiencies in providing the information requested may result in
rejection of a technical proposal.
(g) The Technical proposal shall not include any mention of price or
Commercial proposal. A Technical proposal containing such mention of
price shall be declared invalid and rejected.
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REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
13.5 Commercial Bid Proposal.
(a) The Commercial proposal should be submitted as per Annexure D
in a separate sealed envelope and should clearly indicate the itemised
total cost of the Proposal as per scope in both figures and words, in
Indian Rupees, and signed by the Applicant’s Authorised
Representative. In the event of any difference between figures and
words, the amount indicated in words shall prevail. In the event of a
difference between the arithmetic total and the total shown in the
Commercial proposal, the lower of the two shall prevail.
(b) The fee quoted shall state the fee excluding taxes. Applicable
taxes will be paid as per rate prevailing at the time of actual payment.
No out of pocket expenses shall be borne by the Bank. The Commercial
proposal shall not include any conditions attached to it. Any such
conditional Commercial proposal shall be liable for rejection. Payment
will be made after deducting tax deductible at source as per applicable
tax laws.
14. Submission, Receipt and Opening of Proposal
14.1 The proposal, technical and commercial proposals, shall contain
no interlineations or overwriting.
14.2. An authorised representative/ signatory of the Bidder shall initial all
the pages of the original Technical and Commercial proposals. The
proposals should include a copy of board resolution or power of attorney
showing that the signatory has been duly authorized to sign the bid
document.
14.3 The Technical proposal shall be submitted in separate sealed
envelope super scribing “TECHNICAL BID PROPOSAL FOR ENGAGEMENT
OF AUDIT & ADVISORY FIRM / EXPERT AUDIT/ ADVISORY FIRM GROUP
(AUDIT, RISK & ADVISORY SERVICES): TENDER REFERENCE -. RFP No.
IOB/CO/INSP/TENDER/01/2021-22” on top of the envelope containing
technical bid.
14.4 The sealed envelope containing all relevant documents i.e
DD for EMD, DD for Cost of RFP, Technical Proposal and Integrity pact
should be put together super scribing “PROPOSAL FOR ENGAGEMENT OF
ENGAGEMENT OF AUDIT & ADVISORY FIRM / EXPERT AUDIT/ ADVISORY
FIRM GROUP (AUDIT, RISK & ADVISORY SERVICES): TENDER REFERENCE -
RFP No. IOB/CO/INSP/TENDER/01/2021-22
14.5 The Commercial Bid Proposal / Financials shall be submitted in
separate sealed envelope super scribing “COMMERCIAL BID PROPOSAL
FOR ENGAGEMENT OF AUDIT & ADVISORY FIRM / EXPERT AUDIT/
ADVISORY FIRM GROUP (AUDIT, RISK & ADVISORY SERVICES): TENDER
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REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
REFERENCE -. RFP No. IOB/CO/INSP/TENDER/01/2021-22” on top of the
envelope containing FINANCIALS.
14.6 Bank shall not be responsible for postal delay, misplacement, loss
or premature opening if the outer envelope is not sealed and/or marked
as stipulated. This circumstance may be a cause for proposal rejection.
Any condition put forth by the Bidders, non-conforming to the Bid
requirements shall not be entertained at all and such Bid shall be
rejected forthwith. The decision of INDIAN OVERSEAS BANK in this behalf
shall be final, conclusive and binding and shall not be questioned /
challenged by the Bidders.
Note : The sealed envelope containing the requisite documents as
per should be submitted at the following address not later than
11 A.M on 22-03-2021. Any proposal received by Bank after the deadline
for submission shall not be accepted. All documents shall be addressed
to the Head of internal Audit as follows.
General Manager -Inspection Department,
INDIAN OVERSEAS BANK,
Central Office, Annex-2, 763- Annasalai
Chennai – 600 002
14.7 Online submission of Commercial Bid
The Commercial Offer should be submitted online at the
e-Procurement site only, as per Annexure D by way of entering the values
at the site. This must contain all prices. The price shall be quoted in Indian
Currency only and shall be all inclusive. No separate fees/reimbursements
other than GST, as applicable, at the time of payment shall be made by
the Bank.
The Vendors should not offer any options or any conditional offers
to the Bank while giving the price information. No additions or deletions to
the Annexure are allowed. Any deviations may lead to disqualification of
bid.
Opening of Commercial bid would be after completion of the
process of evaluation of Technical Bid.
14.8 Modification and Withdrawal of Bids
a. Written Notice
The Bidder may modify or withdraw its Bid after the submission of the Bid,
provided that INDIAN OVERSEAS BANK receives written notice of the
modification or withdrawal, before the expiry of deadline prescribed for
submission of Bids i.e. last date of receipt of the Bid. A duly signed
withdrawal notice may also be sent by fax or post, so as to reach the
designated office, before the expiry of deadline for submission of Bids i.e.
last date of receipt of the Bid.
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REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
14.9 Representatives of Bidders may be present during opening of the
Technical proposals. However, Technical Proposals would be opened
even in the absence of any or all of the Bidders representatives.
15. Evaluation of Bid Proposals
15.1 From the time the proposals are opened to the time the contract
is awarded, the Bidders should not contact Bank, unless called for. The
Bidders should also not contact any of the officers/ employees or
representatives of the Bank on any matter related to its technical
proposal and/ or Commercial proposal with a view to influencing Bank
in the examination, evaluation, ranking of proposals, and
recommendation for award of contract. Such an effort shall result in the
immediate rejection of the Bidders’ proposals. Canvassing in any form
would lead to disqualification of the proposal.
15.3 The technical proposals including presentation of the eligible
bidders shall be evaluated based on parameters given in Annexure G
and the Bidder securing minimum 75% as per given scoring shall be
considered as qualified for opening of financial/commercial proposals.
15.1 The technical proposals shall be evaluated based on parameters
and scoring methodology given in Annexure-G and the bidder securing
75% or more shall be considered as qualified for opening of respective
financial/commercial bid which shall be opened subsequently.
15.4 The commercial proposals will be opened subsequently after
intimating the qualified Bidders. The final selection will be made as per
the scoring sheet - Annexure E.
15.5 In case of a discrepancy between amount in words and figures,
the former will prevail.
15.6 During evaluation of Bids, INDIAN OVERSEAS BANK may, at its
discretion, ask the Bidder for a clarification of its Bid. The request for
clarification and the response shall be in writing. If the response to the
clarification is not received within the prescribed period as may be
prescribed by INDIAN OVERSEAS BANK in this regard, INDIAN OVERSEAS
BANK reserves the right to make its own reasonable assumptions at the
total risk and cost of the Bidder.
15.7 INDIAN OVERSEAS BANK reserves the right to
a) accept or reject any or all the proposals without assigning any reason
and without incurring any liability and
b) Engage a Audit/ Advisory Firm for the entire Assignment/ Job only for
one or more segments of the project and the decision of the Bank
would be final.
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REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
16. Cancellation of Bid
INDIAN OVERSEAS BANK reserves the right to re-issue /re-
commence/cancel the entire bid process in case of any anomaly,
irregularity or discrepancy or for any other reasons or otherwise without
thereby incurring any liability whatsoever to the affected Bidders or any
obligation to inform the affected Bidders of the grounds for the
INDIAN OVERSEAS BANK’s action. INDIAN OVERSEAS BANK shall not be
bound to give any reasons or explain the rationale for its actions /
decisions to annul or abandon or cancel the bid process. INDIAN
OVERSEAS BANK further reserves the right to re-issue /re-commence the
Bid or circulate new RFP altogether on the subject matter or any activity
or part thereof concerning thereto. Any decision of INDIAN OVERSEAS
BANK in this regard shall be final, conclusive and binding on the Bidder
and shall not be questioned / challenged by the Bidder.
17. Disclaimer
17.1 The information contained in this RFP document or information
provided subsequently to Bidder(s) or applicants whether verbally or in
documentary form/ email by or on behalf of Bank, is subject to the terms
and conditions set out in this RFP document and all other terms and
conditions subject to which such information is provided.
17.2 This RFP is neither an agreement nor an offer and is only an
invitation by the Bank to the interested parties for submission of bids. The
purpose of this RFP is to provide the Bidder(s) with information to assist
the formulation of their proposals. This RFP does not claim to contain all
the information each Bidder may require. Each Bidder should conduct
its own investigations and analysis and should check the accuracy,
reliability and completeness of the information in this RFP and where
necessary obtain independent advices/clarifications. Bank may in its
absolute discretion, but without being under any obligation to do so,
update, amend or supplement the information in this RFP. No
contractual obligation whatsoever shall arise from the RFP process until
a formal contract is signed and executed by duly authorized officers of
the Bank with the Selected Bidder (SB).
17.3 The Bank, its employees and advisors make no representation or
warranty and shall have no liability to any person, including any
Applicant or Bidder under any law, statute, rules or regulations or tort,
principles of restitution or unjust enrichment or otherwise for any loss,
damages, cost or expense which may arise from or be incurred or
suffered on account of anything contained in this RFP or otherwise,
including the accuracy, adequacy, correctness, completeness or
reliability of the RFP and any assessment, assumption, statement or
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REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
information contained therein or deemed to form part of this RFP or
arising in any way for participation in this Bid Stage.
17.4 The Bank also accepts no liability of any nature whether resulting
from negligence or otherwise, howsoever caused arising from reliance
of any Bidder upon the statements contained in this RFP.
17.5 The issue of this RFP does not imply that the Bank is bound to select
a Bidder or to appoint the Selected Bidder (SB), as the case may be, for
the Project and the Bank reserves the right to reject all or any of the
Bidders or Bids without assigning any reason whatsoever.
17.6 The Bidder shall bear all its costs associated with or relating to the
preparation and submission of its Bid including but not limited to
preparation, copying, postage, delivery fees, expenses associated with
any demonstrations or presentations which may be required by the Bank
or any other costs incurred in connection with or relating to its Bid. All
such costs and expenses will remain with the Bidder and the Bank shall
not be liable in any manner whatsoever for the same or for any other
costs or other expenses incurred by a Bidder in preparation or submission
of the Bid, regardless of the conduct or outcome of the Bidding Process.
18. Contract Finalization
18.1 The acceptance of the Bid, subject to contract, will be
communicated in writing to the successful Bidder by means of Offer of
Contract at the address given by the Bidder in the tender response. The
Offer of Contract need to be accepted unconditionally and delivered
by the bidder in writing within 7 days from the date of issue of the offer.
The failure, delay or evasion by the successful Bidder to accept the offer
will result in cancellation of the offer and Bank retains its right to issue
offer to the next highest Bidder.
18.2 Bank and the selected Bidder shall finalise the terms of contract to
be executed as per the prescribed terms of the Bank. Bank shall have
the right not to enter into the contract with the Audit/ Advisory Firm if the
Audit/ Advisory Firm is unable to provide the professional staff assured in
the technical proposal. In such an eventuality, Bank reserves the right to
reject the proposal and restart the entire process. On acceptance of
the Offer the successful Bidder has to submit the Performance Bank
Guarantee/Performance security for an amount equivalent to 20% of the
Order within 15 days from the date of acceptance valid up to
31-03-2024, which may be extended with mutual consultation. The
format of performance security is provided in Annexure-H.
18.3 Bank will not consider substitution of professional staff before
signing the contract and during the tenure of the assignment unless both
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REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
parties agree that undue delay in the selection of professional staff
makes such substitution unavoidable, or for reasons such as death or
medical incapacity, or if the professional staff has left the organisation.
Any proposed substitute shall have equivalent or better qualifications
and experience and complete details be submitted by the Audit/
Advisory Firm within the 15 days of such event.
18.4 The terms & conditions of the Contract shall be as mentioned in
the draft Agreement (Annexure I). The selected Audit/ Advisory Firm will
have to enter into a formal Agreement on stamp paper as per the draft
format within 15 days from the date of Acceptance of the Offer of
Contract and it shall pay for all stamps and legal expenses incidental
thereto. The Bidders are requested to read all the conditions mentioned
in the draft agreement as part of RFP Document and satisfy themselves
on the terms and conditions, as the Bank would not be entertaining any
request for modification of the draft agreement.
18.5 The selected Audit/ Advisory Firm will be associated with the Bank
till the completion of assignments as given in the Scope of Assignment in
Annexure B. The payments terms are as given in the Annexure F. The
payments shall be made only upon the completion of the work /
assignment to the satisfaction of the Bank.
18.6 Bank reserves the right to reject any or all of the responses to this
RFP without assigning any reason.
18.7 The proposal will be the basis of contract to be signed with the
selected Bidder. The selected Bidder will have to enter into a formal
arrangement as per the draft agreement provided in Annexure I within
15 days from the date of acceptance by the successful Bidder of the
offer of the Bank.
18.8 Bank is not bound to accept any proposal, and reserves the right
to annul the selection process without assigning any reason(s), at any
time prior to signing of contract, without incurring any liability towards
the Bidder.
19. Confidentiality Agreement
As the selected Audit/ Advisory Firm will have access to the data of the
Bank, he shall treat as confidential all data and information about the
Bank obtained in the execution of the proposed assignment, hold it in
strict confidence and shall not reveal such data/ information to any
other party without the prior written approval of the Bank. The Bank will
require the Audit/ Advisory Firm to sign a confidentiality agreement for
not disclosing or part with any information relating to the Bank and its
data to any person or persons or authorities, without prior written consent
of the Bank. Breach of the same will result in cancellation of the
agreement apart from other remedies which shall be available to the
Bank against engagement of advisory services/ consultancy. The draft
of non -disclosure agreement is provided in Annexure-J.
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REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
20. Indemnification
The selected Audit/ Advisory Firm shall at their own expenses, indemnify
the Bank against any loss on claims due to loss of data/ damage to data
of the Bank arising as a consequence of breach of any of the clause or
terms and conditions of the agreement.
21. Cancellation of Agreement
The agreement with the selected Audit/ Advisory Firm may be cancelled
at the Bank’s discretion on account of following or without assigning any
reason:
On refusal to take up the allotted Assignment;
If the firm stands dissolved/ reconstituted under the name/ style of the
firm is changed;
On non-abidance of the terms and conditions stipulated in the
agreement;
If the performance of the Audit/ Advisory Firm is not found satisfactory
(viewed as such by the Bank’s appropriate authority);
Any other reason at the discretion of the Bank.
22. Representations and Warranties
22.1 That the Bidder is a Partnership firm / LLP / Company which has the
requisite qualifications, skills, experience and expertise in providing
Service(s) contemplated by this RFP, possesses the financial wherewithal,
the power and the authority to execute, deliver and perform the terms
and conditions of the engagement and provide the Service(s) sought
by Bank.
22.2 That the Bidder, any of its partners or its team is not involved in any
litigation, potential, threatened and existing, that may have an impact
of effecting or compromising the performance and delivery of Service(s)
under the engagement.
22.3 That the Applicant has the professional skills, personnel and
resources/ authorizations/ approvals/ infrastructure that are necessary
for providing all such services as are necessary to perform its obligations
under the RFP and this engagement.
22.4 That the Applicant shall procure all the necessary permissions and
adequate approvals and licenses for use of various software and any
copyrighted process/product free from all claims, titles, interests and
liens thereon and shall keep Bank, its directors, officers, employees,
representatives, Audit/ Advisory Firms and agents indemnified in relation
thereto and in respect of any infringement of any of the intellectual
property rights.
22.5 That all the representations and warranties as have been made
by the Applicant with respect to its RFP and Engagement, are true and
correct, and shall continue to remain true and correct through the term
of the Engagement.
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REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
22.6 That the execution of the Service(s) herein is and shall be in
accordance and in compliance with all applicable laws.
22.7 That there are no inquiries or investigations have been threatened,
commenced or pending against the bidder or any of its Partners or its
team members by any statutory or regulatory or investigative agencies.
No action or steps or proceedings started/initiated against the Bidder by
any person for it winding up, dissolution etc., and that the Bidder is
solvent.
22.8 That all conditions precedent under the engagement have been
complied with.
22.9 That neither the execution nor delivery by the Bidder of the
Engagement nor the Bidder’s compliance with or performance of the
terms and provisions of the engagement. Will contravene any provision
of any applicable law or any order, writ, injunction or decree of any
court or governmental authority binding on the Bidder will conflict or be
inconsistent with or result in any breach of any or the terms, covenants,
conditions or provisions of, or constitute a default under any agreement,
contract or instrument to which the bidder is a party or by which it or any
of its property or assets is bound or to which it may be subject.
23. Miscellaneous Terms & Conditions
23.1 Until a formal contract is prepared and executed, this offer
together with Bank’s written acceptance and notification of award shall
constitute a binding contract with the Bidder.
23.2 Bank is not responsible for non-receipt of Bids within the specified
date and time due to any reason including postal delays or holidays.
23.3 The Bank also reserves the right to alter/ modify any/ some/ all of
the requirements, as it may deem necessary, and notify the same on its
websites http://iob.co.in and e-portal before the last date for submission
of response under this RFP. The Bidders should be agreeable for the
same.
23.4 Bids not conforming to the requirements of the RFP may not be
considered by Bank. However, Bank reserves the right, at any time, to
waive any of the requirements of the RFP, if in the sole discretion of Bank;
the best interests of Bank would be served by such waiver.
23.5 Bank shall have the right to cancel the RFP process at any time
prior to award of contract, without thereby incurring any liabilities to the
affected Bidder(s). Reasons for cancellation, as determined by Bank, in
its sole discretion, may include but are not limited to, the following:
(i) Services contemplated are no longer required;
(ii) Scope of work were not adequately or clearly defined due to
Unforeseen circumstance and/or factors and/or new developments;
(iii) Proposed fees are unacceptable to the Work;
(iv) The Project is not in the best interests of Bank;
(v) Any other reason.
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REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
23.6 The Applicants shall be responsible for all of costs associated with
the preparation of their Proposals and their participation in the Selection
Process including subsequent negotiation, visits to the Bank, etc. The
Bank will not be responsible or in any way liable for such costs, regardless
of the conduct or outcome of the Selection Process.
23.7 Bank reserves the right to verify the validity of Bid information and
to reject any Bid where the contents appear to be incorrect, inaccurate
or inappropriate at any time during the process of RFP or even after
award of contract.
23.8 All pages of RFP should be stamped and signed by Authorized
Signatory of the Bidder and to be submitted with the Bids.
23.9 Bank may choose to take an undertaking from employees of the
firm to maintain confidentiality of the Bank’s information / documents
etc. Bank may seek details / confirmation on background verification of
firm’s employees, worked/working on Bank’s project as may have been
undertaken / executed by the Audit/ Advisory Firm. Audit/ Advisory Firm
should be agreeable for any such undertaking / verification.
23.11 The bidder agrees to comply with all the procedures as laid down
under the CVC guidelines and Manual for Procurement of Consultancy
& Other Services 2017, issued by Government of India, Ministry of
Finance, and Department of Expenditure. The bidder also agrees that, if
it emerges as a successful bidder, then the bidder would submit the
necessary documents as may be required towards compliance of the
above order.
The proposals and related Annexures should be signed by the authorized
representative/s of the Firm. The executants’ authority to represent and bind
the Consultation Firm must be confirmed by a written authority letter issued by
the Competent Authority of the Audit/ Advisory Firm Firm accompanying the
proposal.
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REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
Annexure –A
ELGIBILITY CRITERIA
Sl Criteria Documents Required
No
The bidder shall be Firm (LLP/ Partnership)/ Certified True Copy of LLP
1. Company/ Registered / incorporated in agreement/ partnership deed/
India. Should not be an individual, certificate of incorporation/
Proprietary or HUF. Registrar of firms etc.,
The bidder shall be well acquainted with
Banking regulations of India and shall be
renderer/ provider of following one or
more of the following services to the
industry.
Internal Audit and Risk Advisory Brochure or Declaration by
2. Internal Audit and Management audit bidding Firm of services rendered
Audit and Advisory Services to various clients or assignments.
Internal Audit, Risk and Compliance
Compliance to regulation and
management of risk
Internal Audit and Control Evaluation
Any other in similar lines or GRC
3. Bidder should have minimum turnover of Self-declaration With copy of
100 Cr and above. audited financials for last 3 years.
Bidder should have carried out
Consultancy with Audit & Advisory
4. service/ Risk Evaluation – mitigation / Risk Contract or client certificate or
Management/Compliance- Integrator or Report of Accomplishment/
implementer roles or Specific Advisory Assessment report.
service to strengthen Internal Audit,
Assurance, to PSB or private / Foreign
banks or any industry in india or abroad.
5. Existence in industry for at least 10 years Self-declaration
Bidder shall have Risk professionals,
Internal Audit professionals, GRC
6. professionals, CA, CISA, ISMS-LAs
Experienced with Self-declaration
professionals
Knowledge of Bank domains of Internal
Audit and Assurance, Governance, Risk
aAnMdiCniommumpliaonf 2c5ef.ull time professional staff
in India as of 01.01.2021 engaged in
7. consultancy, advisory, Risk management Self-declaration
services with professional qualifications on
the payroll.
Note: Documentary evidence needs to be submitted by the Bidder for each of the eligibility criteria as
per specifications in Annexure C & C-1-6. Self-declaration needs to be signed by authorised signatory.
Banks mean scheduled commercial banks in India (excluding RRB’s and Co-operative banks).The criteria
listed above are the minimum requirements and weightage will be given on certain criteria as
enumerated in the RFP.
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REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
Annexure-B
SCOPE OF WORK
The Audit Firm, on engagement shall be required to assess, report, advice
action plan for risk mitigation, aid implementation of suggested remedial
measures, carryout a compliance audit for assurance and also undertake few
audit assignments as per the broad interweaved scope of assignment below.
The scope is indicatively split into 4 categories for ease of understanding.
A. Assessment and Gap Report:
The Engaged Audit Firm shall carryout assessment of the existing framework of
Internal Audit and Assurance mechanism of the bank and issue a report with
significant gaps with scope for remediation
Assess and Report
Assess and understand Risk Assessment Report of RBI
Total Types of Audits, Number, coverage of critical areas, Audit Planning,
management and Execution, Audit reports
Overview and Assess the Audit process System – Ethics - Overview
Supplementary/ Auxiliary Audit Management- structure and reporting
Existing Audit Process, procedures and Supervision aspects of Audit tasks
for quality, and reporting
Internal Risk Assessment Methodology and Matrix
Forward looking risk rating of business areas
Appropriate selection of business areas for Audit
Back Testing of Risk Rating for correctness and efficiency
Assess the Management Audit and Internal Audits mandated by
regulator
Coverage of Regulatory Guidelines, alignment, compliance levels
Reporting system of Inspection Function
Assess OCAS, Offsite Monitoring Unit.
Functional level Coordination and liaison with Other Groups/ Depts
Level of Effectiveness of Internal Audit in Risk Focus & Fraud Perspective
Audit of Internal Office accounts ( Housekeeping and Reconciliation)
Maintenance of Independency, information Access Rights of Function
Adequacy & Effectiveness of HR, Staffing and proficiency, Training
Functional and institutional Structure, Roles and Responsibilities
Adequacy of Governance of Inspection, Internal Audit and Assurance
Function
o Management Reporting
o Effectiveness of ACE/ ACB
o Board Oversight
ACB Comments/ direction, ACE observations and its compliances
Adequacy of information systems, MIS
Vendor Risk Management
Mechanism of Analysis and Integrated approach / control perception
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REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
Level of Regulatory compliance
o RBI Risk Assessment Report (RAR)
o RBI Risk Mitigation Plan (RMP)
o Supervisory Inspection Reports
o Direct Supervisory Concerns and directions
o DFS/ CVC Directions and requirements
Quality Assurance of Internal Audit Department
Housekeeping of Documents and Data management
B. Advisory with Action Plan for Implementation
Advise for system level remediation of Control issues
Advise and Suggest remedial actions, measures for identified gaps
Action plan for implementation of mitigation efforts
Prioritised Implementation plan for RAR/RMP of RBI with timelines
Advise requisite continuous improvements for strengthening the
system
Advise for Holistic approach and integrated methods for analysis
Advise for improvement of ACE/ACB functioning and
C. Implementation and Assurance
Aid in implementation of Remedial measures
Implement Risk Mitigation plan of RBI
Assess level of effectiveness of Mitigation efforts & provide assurance
of the implemented solutions.
improve the effectiveness of ACE/ ACB with improved ways of
reporting the audit issues and gaps to the Committee
The above list is inclusive and not exhaustive i.e. the Scope of Assignment shall include
providing all requisite efforts towards strengthening and improving the regimes of Internal Audit
and Assurance function.
*******
25
REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
Annexure-C
TECHNICAL PROPOSAL Letter of Proposal
(On Applicant’s letter head)
The General Manager,
INDIAN OVERSEAS BANK
Chennai – 600 002
Dear Sir,
Subject: ENGAGEMENT OF AUDIT & ADVISORY FIRM / EXPERT
AUDIT/ ADVISORY FIRM GROUP (AUDIT, RISK & ADVISORY
SERVICES):
Dear Sir,
1. With reference to your RFP Document dated………….., I/we, having
examined all relevant documents and understood their contents, hereby
submit our Technical Proposal for engagement as an agency for Audit ,
Risk and advisory service for Internal Audit and Assurance function of
Indian Overseas Bank. The proposal is unconditional and unqualified.
2. We agree to keep this offer valid for 180 (one hundred eighty) days from
the last Date of submitting the proposal specified in the RFP.
3. We agree to undertake the project, if allotted by you, as per the scope of
assignment and in accordance with the time frames specified in RFP as
well as on the payment terms mentioned therein.
4. We agree and undertake to abide by all the terms and conditions of the
RFP Document. We submit this Proposal under and in accordance with
the terms of the RFP Document.
5. We confirm that the information submitted by us in our bid / proposal is
true and correct.
Yours
faithfully,
(Signature, name and designation of the authorised
signatory)
Date: Place:
List of Document Enclosed:
1. Annexure (C-1 to C-6)
2. EMD
3. Cost of RFP documents DD particulars
26
REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
Annexure C-1
Particulars to be furnished for the purpose of ENGAGEMENT OF AUDIT &
ADVISORY FIRM / EXPERT AUDIT/ ADVISORY FIRM GROUP
(AUDIT, RISK & ADVISORY SERVICES):
1 Name of the Bidder Company/ Firm
2 Date of Incorporation of Bidder Company /Firm
3 Complete Address of Bidder company/ Firm
4 Name and Contact details and E-mail id of the
authorised person
Particulars of the Authorized Signatory
a) Name
b) Designation
5
c) Contact Number
d) Fax no.
e) E-mail id
6 Persons proposed to be assigned for the scoped
services and their profiles
7 Name, address and account number of the
Bidder’s banker
8 PAN of the Bidder Company/Firm
9 GST registration number of the Bidder
Company/Firm
10 Office Address of Chennai along with date of (Please provide
establishment of office in Chennai. Total number
of full time professional staff of the Bidder in Supporting
Chennai.
documents)
11 Details of Partners of the Bidder (As per Annexure C– 4)
12 List of full time professional staff of the Bidder. (As per Annexure C– 5)
13 Presence in how many towns/ cities in India –
Please furnish names of cities/ centers
14 Any other Information considered relevant by the
bidder.
(Signature, name and designation of the authorised signatory)
27
REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
Annexure C-2
PARTICULARS IN RESPECT OF SERVICES RENDERED BY THE APPLICANT
IN AUDIT RISK AND ADVISORY SERVICES TO VARIOUS CLIENTS/
PSBS/ PRIVATE BANKS/ INDUSTRY ETC
S.No. Name of Balance Brief Name of Period
sheet size of Details Person in- From To
Company/ies the of scope charge
Company/ies of work from
during the client
period of side with
contract (Rs. contact
Crore) no and
email id
(Signature, name and designation of the authorised signatory)
Note: Client Certificate/ Contract with Client in support of the information
above should be submitted
**************
Annexure C-3
DETAILS OF BIDDER
Name of the Bidder with Registration Numbers with various charters or
Head office Address associations like IIA, ICAI, ISACA, Cobit, Govt (
MCA etc) , registrars as applicable*
Details of turnover for the last 3 Copy of audited financials have to be
years provided
(Signature, name and designation of the authorised signatory)
28
REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
Annexure C-4
DETAILS OF PARTNERS/DIRECTORS OF THE BIDDER
S. No. Name of the Partners Membership No. of Partner with
STATUTORY OR REGULATORY OR
CHAPTERS OR ASSOCIATIONS.
(Signature, name and designation of the authorised signatory)
*******
Annexure C-5
DETAILS OF FULL TIME PROFESSIONAL STAFF OF THE BIDDER
S. No. Name of the Membership No. / Certification
Professional Staff
(Signature, name and designation of the authorised signatory)
29
REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
Annexure C-6
TEAM MEMBER PROFILE
Details of Persons who will form the team for the proposed assignment
1. Name of the Person :
2. Office Address :
3. E-mail ID :
4. Phone Number Office :
Mobile :
5. Date Since Working in the Firm :
6. Professional Qualifications :
7. Present Designation :
8. Experience :
(In separate sheets for each of the Team Members)
********
30
REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
Annexure-D
COMMERCIAL PROPOSAL
The General Manager
INDIAN OVERSEAS BANK
Central Office
Inspection Department
763, Anna Salai (Annex-2)
Chennai-600002
Dear Sir,
Subject: ENGAGEMENT OF AUDIT & ADVISORY FIRM / EXPERT
AUDIT/ ADVISORY FIRM GROUP (AUDIT, RISK & ADVISORY
SERVICES):
TENDER REFERENCE NO. RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 – dated 01.03.2021
FINANCIAL BID
With reference to your RFP Document dated ………….., we submit here below
the Commercial Proposal for selection as an agency for above.
Sr. Description Financial Bid
No Amount Rs
1. For engagement as an agency/ Expert group
for Audit , Risk and Advisory service to strengthen
Internal Audit and Assurance function of Indian
Overseas Bank as per Scope Annexure B of RFP
Give Proposal quote/ financials for
(Assess, Report, Advise and aid in
Implementation of mitigation actions) activity.
Total
Rupees_______________
All applicable taxes will be paid separately by the Bank.
I/We agree that this offer shall remain valid for a period of 180 days from the
last date of submission of Proposal or such further period as may be mutually
agreed upon.
Yours sincerely
(Signature, name and designation
of the authorised signatory)
Date:
31
REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
Place:
Annexure-E
Parameter for selection of Audit/ Advisory Firm
Sr.No. Parameters Maximum Marks
(Weightage)
1. Technical Parameter 70
2. Financial Bid 30
For example:
Three Audit/ Advisory Firms namely A, B and C participated in the bid process
and their technical score are as under:
A=60, B=70 C= 80
After converting them into percentile, we get
A= (60/80)*100 = 75.00
B= (70/80)*100= 87.50
C= (80/80)*100=100.00
The quoted prices for Audit/ Advisory Firms are as under:
A = Rs.8000/-, B = Rs.9000/-, C = Rs10000/-
The final cost (lower cost quoted in price bid, in this case it Rs.8000/-) quoted
by the bidders converted into percentile score shall be as under:
A = (8000/8000)*100 = 100.00
B = (8000/9000)*100 = 89.00
C = (8000/10000)*100 = 80.00
As the Weightage for technical parameter and cost are 70% and 30%
respectively, the final scores shall be calculated as under:
A = (75*0.7) + (100*0.3) = 52.50+30.00=82.50
B = (87.50*0.7) + (89*0.3) = 61.25+26.70=87.95
C = (100*0.7) + (80*0.3) = 70+24=94.00
Hence, the offer of ‘C’ (being highest score) would be considered as (H1)
Bidder and will be called for the negotiation before awarding the contract. The
Bank Reserves the right to reject even H1 Bid without assigning any reason
whatsoever.
Note: Bank may at it sole discretion, decide to seek more information from the
Bidders in order to normalize the bids. However, Bidders will be notified
separately, if such normalization exercise (as part of technical evaluation) is
resorted to.
32
REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
Annexure-F
PAYMENT TERMS
The payment for the assignment would be as follows. The payment
would be made against rising of invoice
Particulars Percentage
On Completion of -Assessment and issue of Report 15%
Advisory with Sustainable Action Plan 15%
Completion of aid in Implementation of RBI RMP as part of 20%
Sustainable Action plan in the form of Advisory service 20%
30%
Completion of aid in Implementation of Sustainable Action
Plan Left over of the Advisory service
On completion of Assignment
33
REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
Annexure-G
PARAMETERS FOR TECHNICAL EVALUATION
S.No. Parameter Part I Max Marking System Max
1. marks Criteria Marks
Bidder should have 10
rendered Audit Risk and 25 For one such audit , risk and
Advisory service in last advisory Assignment of Public
10 Years Sector Bank/ Private Sector
Bank
For additional such audit +5
Assignment of Public Sector +5
Banks/ Private Sector Banks +5
– Additional 5 Marks for
each Assignment.
4. Bidder Engaged in Audit 25 For one such audit, risk and 10
and Advisory service in
PSB or Private Bank advisory Assignment of
for Internal Audit and
Assurance Function Internal Audit Function in
Public Sector Bank/ Private
Sector Bank
For additional such +5
Assignment Additional 5 Marks +5
for each Assignment +5
2. Adequacy of 20 For full time professional as follows:
manpower to take For 30 full time Professional 10
care of Bank’s 1 mark each for every +1+
additional 5 Professional staff
requirements and
assignment
For minimum number of partners and
full time Professional staff dedicated
for INDIAN OVERSEAS BANK
Minimum 1 partner 1
+ For 2 Professionals 2
Additional 2 professional staff 2
having experience In Internal
Audit Risk and Advisory
“Professional Staff” means full-time staff,
engaged in audit/risk & advisory
services, with minimum requisite
qualification on the payroll of the
bidder. List of Partners and professional
staff with their Membership Number
34
REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
S.No. Parameter Part I Max Marking System
3. marks Criteria
The average revenue Max
10 Above Rs.100 Crore up to Marks
Rs.150 Crore 3
(turnover) of the bidder More than Rs.150 Crore upto
200 Crore (additional marks) +2
during last three
More than Rs.200 Crore to 250 +2
financial years ended (additional marks) +3
More than 250 Crore
on31.03.2020
5. Execution capability 20 All bidders required to give 20
presentation of their offered
services clearly demonstrating
the road map, approach,
technicalities involved etc.
covering end to end services.
Failure of bidder to complete
presentation to the Bank may
result in rejection of the
proposal. Bidder is required to
address all queries raised by
the Bank officials during the
presentation. Presentation to
be given by only employee of
bidder.
Total 100
Firms fulfilling all the eligibility criteria mentioned in Annexure A would only be
considered for scoring given above.
************
35
REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
Annexure-H
Performance Security Form
Bank Guarantee No. ___________________________________
Bank Guarantee Amount ___________________________________
Expiry Date ___________________________________
Claim Amount ___________________________________
Account M/s.
GUARANTEE FOR PERFORMANCE OF CONTRACT
THIS GUARANTEE AGREEMENT executed at ___________ this ________ day of
_____________ Two Thousand twenty
BY :______________________ Bank, a body corporate constituted under
_______________, having its Registered Office/ Head Office at ______________,
and a Branch Office at
_____________________________________________________ (hereinafter referred
to as
“the Guarantor”, which expression shall, unless it be repugnant to the subject,
meaning or context thereof, be deemed to mean and include its successors
and assigns)
IN FAVOUR OF:
INDIAN OVERSEAS BANK, a nationalized Bank and an undertaking of the
Government of India constituted under the Banking Companies (Acquisition
and Transfer of Undertakings) Act, -1970and having its registered office at
Chennai (hereinafter referred to as “INDIAN OVERSEAS BANK” or “the Bank”
which expression shall unless it be repugnant to the subject, meaning or
context thereof, be deemed to mean and include its successors and assigns),
WHEREAS, Bank, vide its RFP No. [•] dated [•] (RFP), had called for the bids for
engagement of Audit/ Advisory Firm to implement [•] and for the purposes
M/s. [•] have been appointed as the Audit/ Advisory Firm (hereinafter referred
to as “Successful Bidder"). The Successful Bidder has entered into Agreement
on [•] (the Contract) with INDIAN OVERSEAS BANK, subject to the terms,
conditions, covenants, provisions and stipulation contained therein.
36
REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
AND WHEREAS pursuant to RFP, the Contract, Annexure, Schedule, Forms and
the other related documents (hereinafter collectively referred to as “the said
documents”, INDIAN OVERSEAS BANK has agreed to avail from M/s [•]and M/s.
[•] has agreed to provide to the Bank [•] (please mention the services
obtained from bidder), more particularly described in the said documents
(hereinafter collectively referred to as “the Services”), subject to payment of
the contract price as stated in the said documents (the Contract Price) and
also subject to the terms, conditions, covenants, provisions and stipulations
contained the said documents.
AND WHEREAS the Successful Bidder has duly signed the said documents.
ANDWHEREAS in terms of the said documents, the Successful Bidder has
agreed to provide the Services and to procure an unconditional and
irrevocable performance bank guarantee, in favor of INDIAN OVERSEAS BANK,
from a bank acceptable to INDIAN OVERSEAS BANK for securing [•] towards
the faithful observance and performance by the Successful Bidder of the
terms, conditions, covenants, stipulations, provisions of the said documents.
AND WHEREAS at the request of the Successful Bidder, and in consideration of
the bank having entered into Contract with the Successful Bidder, the
Guarantor has agreed to guarantee the Bank, payment of the [•] % of the
Contract Price amounting to [•] (in words) towards faithful observance and
performance by the Successful Bidder of the terms of the said document
NOW, THEREFORE, THIS AGREEMENT WITNESSETH AS FOLLOWS:
The words and expressions not specifically defined shall have the same
meanings as are respectively assigned to them in the RFP
1. The Guarantor hereby guarantees and undertakes to pay, on demand,
to INDIAN OVERSEAS BANK at its office at Chennai forthwith an amount
of Rs[•] or any part thereof, as the case may be, as aforesaid due to
INDIAN OVERSEAS BANK from the Successful Bidder, towards any loss,
costs, damages, etc. suffered by INDIAN OVERSEAS BANK on account of
default of the Successful Bidder in the faithful observance and
performance of the terms, conditions, covenants, stipulations, provisions
of the said documents, without any demur, reservation, contest,
recourse or protest or without any reference to the Successful Bidder.
Any such demand or claim made by INDIAN OVERSEAS BANK, on the
Guarantor shall be final, conclusive and binding notwithstanding any
difference or any dispute between INDIAN OVERSEAS BANK and the
Successful Bidder or any dispute between INDIAN OVERSEAS BANK and
the Successful Bidder pending before any Court, Tribunal, Arbitrator, or
any other authority.
2. The Guarantor agrees and undertakes not to revoke this Guarantee
during the currency of these presents/the said documents, without the
37
REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
previous written consent of INDIAN OVERSEAS BANK and further agrees
that the Guarantee herein contained shall continue to be enforceable
until and unless it is discharged earlier by INDIAN OVERSEAS BANK, in
writing.
3. INDIAN OVERSEAS BANK shall be the sole judge to decide whether the
Successful Bidder has failed to observe the terms and conditions of the
said documents and on account of the said failure what amount has
become payable by the Successful Bidder to INDIAN OVERSEAS BANK
under this Guarantee. The decision of INDIAN OVERSEAS BANK in this
behalf shall be final, conclusive and binding on the Guarantor and the
Guarantor shall not be entitled to require INDIAN OVERSEAS BANK to
establish its claim under this Guarantee and shall pay the sums
demanded without any objection, whatsoever.
4. The liability of the Guarantor, under this Guarantee shall not be affected
by
(a) Any change in the constitution of the Successful Bidder
(b) Amalgamation of the Successful Bidder with any other company,
corporation or concern; or
(c) Any change in the management of the Successful Bidder or
takeover of the management of the Successful Bidder by the
Government or by any other authority; or
(d) Acquisition or rationalization of the Successful Bidder and / or of
any of its undertaking(s) pursuant to any law; or
(e) Any change in the constitution of INDIAN OVERSEAS BANK or
(f) Any change in the setup of the Guarantor which may be by way
of change in the constitution,
(g) Winding up, voluntary or otherwise, absorption, merger or
amalgamation or otherwise; or the absence or deficiency of
powers on the part of the Guarantor to give Guarantees and / or
Indemnities or any irregularity in the exercise of such powers.
(h) Any variance in the terms and conditions of the said documents.
5. INDIAN OVERSEAS BANK shall be at liberty to make any modification or
otherwise vary or alter the said terms & conditions and / or rules or
regulations concerning the said documents and the same will not in any
way discharge or otherwise vitiate or affect this Guarantee. However,
the liability of the Guarantor shall not exceed the guaranteed amount
of Rs. [•] at any point of time.
6. Any act or omission, time or indulgence granted by INDIAN OVERSEAS
BANK to the Successful Bidder and / or Guarantor if any will also not
discharge this Guarantee or otherwise vitiate or affect or prejudice this
Guarantee. Notwithstanding anything to the contrary contained herein,
and / or any indulgence shown by INDIAN OVERSEAS BANK, the
38
REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
Guarantee hereby furnished shall remain in full force and effect until the
ultimate balance of the entire dues of INDIAN OVERSEAS BANK being Rs
[•] under this Guarantee as aforesaid have been paid in full.
7. The Guarantor shall on demand make the payment without set-off and
free and clear of any deductions, charges, fees, or withholding of any
nature presently or in the future imposed, levied, collected, withheld or
assessed by the Government or any political subdivision or authority and
therein and thereof.
8. The Guarantor confirms that a mere letter from INDIAN OVERSEAS BANK
under the signature of its Authorized Signatory that there has been a
default/failure on the part of the Successful Bidder in faithfully observing
and performing the terms, conditions, covenants, stipulations, provisions,
of the Agreement/ the said documents, shall without any other or further
proof be final, conclusive and binding on the Guarantor.
9. This Guarantee will expire on [•] (Validity Period). However, any demand
or claim under this Guarantee must be received by the Guarantor within
a period of 1 year (claim period) after the expiry of the validity period
and if no such demand or claim has been received by the Guarantor
within 1 year after the expiry of the Validity Period, then all the rights of
the Bank under this Guarantee shall cease.
10. The Guarantor hereby agree and undertake to extend the validity
period of this guarantee for a further period as decided by INDIAN
OVERSEAS BANK when such request is received at least 15 days before
the expiry of validity period of the Guarantee.
11. This Guarantee shall be binding upon us and successors –in -interest and
shall be irrevocable.
12. Not with standing anything contained hereinabove,
(a) the liability of the Guarantor hereunder shall not exceed Rupees
……………(Rupees ………………………….only).
(b) this Guarantee will expire on _______________. Any demand or
claim in writing under this Guarantee must be received by the Guarantor
on or before ______________ (please note to mention the date which
would be 1 year after the expiry of Validity Period of Bank guarantee)
13. For all purposes connected with this Guarantee and in respect of all
disputes and differences under or in respect of these presents or arising
there from, the courts of [] shall alone have jurisdiction to the exclusion
of all other courts.
39
REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
IN WITNESS WHEREOF the Guarantor has caused these presents to be executed
on the day, month and year first herein above written as hereinafter
appearing.
SIGNED AND DELIVERED BY
The within named Guarantor,
______________________,
By the hand of Shri.__________,
It’s authorized official.
*********
Annexure-I
DRAFT AGREEMENT
=============================================================
THE AGREEMENT BETWEEN THE BANK AND THE AUDIT & ADVISORY
FIRM / EXPERT GROUP FOR ADVISORY SERVICES TO INTERNAL AUDIT &
ASSURANCE FUNCTION
==============================================================
This Agreement is executed at……………….on this the…………….day of
……………..
Two thousand Twenty.
BETWEEN
INDIAN OVERSEAS BANK, a nationalized Bank and an undertaking of the
Government of India constituted under the Banking Companies (Acquisition and
Transfer of Undertakings) Act, -1970), having its Registered Office at Chennai –
(hereinafter referred to as the "Bank" or "INDIAN OVERSEAS BANK" which
expression shall include its successors and assigns) of the ONE PART
AND
M/s ------------------------------------------------, Audit/ Advisory Firm, LLP / Partnership
firm registered under the Indian Partnership Act 1932/ LLP/ having its registered
office at --------------------------------------------------------------(hereinafter referred to as
the "Audit/ Advisory Firm" which expression shall include its partners present and
future, their respective heirs, legal representatives, administrators, successors
and permitted assigns as the case may be) of the other part.
40
REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
(Wherever the context so requires the “Bank” or “INDIAN OVERSEAS BANK” and
the Audit/ Advisory Firm are individually referred to as the “Party” and
collectively as “Parties”)
WHEREAS
A) The Bank proposes to engage an Audit cum Advisory Firm details
of which are mentioned in the Article 2 hereunder written
(hereinafter referred to as the "said Project").
B) The Bank is desirous of appointing a Audit/ Advisory Firm for the
said Project and floated
Request for Proposal bearing no………………… dated ………….
(here in after referred to as the “RFP”). The firm / Audit/ Advisory
Firm has responded by submitting its proposal
dated……………………… (here in after referred to as “the
Proposal”)
C) Based on the representations and warranties of the firm/ Audit/
Advisory Firm made in its said Proposal, the Bank has shortlisted the
name of the Audit/ Advisory Firm and decided to engage the
services of the Audit/ Advisory Firm for the said Project on the terms
and conditions contained herein and the RFP.
D) The Bank and the Audit/ Advisory Firm have agreed to set out in
writing the terms and conditions in respect of the engagement of
the Audit/ Advisory Firm for the said Project.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and promises contained herein and other good and valuable consideration
the receipt and adequacy of which is hereby acknowledged, the Parties
intending to be bound legally, agree as follows:
ARTICLE-1
DEFINITIONS AND INTERPRETATION
1.1 Definitions:-
a) “Agreement” shall mean this agreement, together with the Letter of
Engagement No……dated……issued by the Bank to the Audit/ Advisory
Firm, Schedules and the Annexures to this Agreement and any mutually
agreed modifications in writing to this Agreement.
b) “Letter of Engagement” shall mean the Letter No……..dated…..issued by
the Bank to the Audit/ Advisory Firm which is attached herewith as
Annexure A.
41
REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
c) “Payments” or “Fees” means all payments to be made by the Bank to
the Audit/ Advisory Firm as per the Payment Terms stated in Article 3 of
this Agreement hereto.
d) “Project” shall mean Implementation of IFCO- FR, details of which are
more fully mentioned in ARTICLE 2 - SCOPE OF SERVICES written
hereunder.
e) “Services” means all the services to be provided / performed by the
Audit/ Advisory Firm to the Bank under this Agreement which are more
particularly stated in this Agreement and in the Letter of Engagement.
f) “Taxes” means all taxes including but not limited to GST, education cess,
higher education cess, levies, surcharges, or withholdings assessed by
any Central, State or local authority as a result of the provision of the
Services by Audit/ Advisory Firm to the Bank.
1.2 Interpretation
a) Any reference in this Agreement to any statute or statutory provision shall
be construed as including a reference to that statute or statutory
provision as from time to time amended modified extended or re-
enacted whether before or after the date of this Agreement and to all
statutory instruments orders and regulations for the time being made
pursuant to it or deriving validity from it. The meanings set forth for
defined terms in this Article and all pronouns shall be equally applicable
to both the singular and plural masculine, feminine or neutral forms as
the context may require.
b) All references in this Agreement to Articles are to articles in or to this
Agreement unless otherwise specified therein. The words “hereof,”
“herein” and “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement. The words “include”, “including”
and “among other things” shall be deemed to be followed by “without
limitation” or “but not limited to” whether or not they are followed by
such phrases or words of like import.
c) References in this Agreement to any document or agreement shall be
deemed to include references to such document or agreement as
amended, varied, restated, supplemented or replaced from time to
time in accordance with the terms thereof and to include any letters of
the parties executed in connection therewith, except as otherwise
provided in this Agreement.
d) The headings of the several Articles and sub-clauses of this Agreement
are intended for convenience only and shall not in any way affect the
meaning or construction of any provision therein.
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REQUEST FOR PROPOSAL (RFP)
RFP REF No. IOB/CO/INSP/TENDER/01/2021-22 DATED 01-03-2021
e) The annexure and schedules of this agreement shall be deemed and
construed as part of the operative portion of the agreement as if
incorporated in verbatim.
ARTICLE 2
SCOPE OF SERVICES
2.1 The Audit/ Advisory Firm/Expert Group/Audit & Advisory Firm
agrees and undertakes the assignment to provide the following advisory
services to Internal Audit and Assurance Function of the Bank,
The Audit Firm, on engagement shall be required to assess, report, advice
action plan for risk mitigation, aid implementation of suggested remedial
measures, carryout a compliance audit for assurance and also undertake
few audit assignments as per the broad interweaved scope of assignment
below. The scope is indicatively split into 4 categories for ease of
understanding.
A. Assessment and submission of Gap Report:
The Engaged Audit Firm shall carryout assessment of the existing framework of
Internal Audit and Assurance mechanism of the bank and issue a report with
significant gaps with scope for remediation
Assess and Report
Assess and understand Risk Assessment Report of RBI
Total Types of Audits, Number, coverage of critical areas, Audit Planning,
management and Execution, Audit reports
Overview and Assess the Audit process System – Ethics - Overview
Supplementary/ Auxiliary Audit Management- structure and reporting
Existing Audit Process, procedures and Supervision aspects of Audit tasks
for quality, and reporting
Internal Risk Assessment Methodology and Matrix
Forward looking risk rating of business areas
Appropriate selection of business areas for Audit
Back Testing of Risk Rating for correctness and efficiency
Assess the Management Audit and Internal Audits mandated by
regulator
Coverage of Regulatory Guidelines, alignment, compliance levels
Reporting system of Inspection Function
Assess OCAS, Offsite Monitoring Unit.
Functional level Coordination and liaison with Other Groups/ Depts
Level of Effectiveness of Internal Audit in Risk Focus & Fraud Perspective
Audit of Internal Office accounts ( Housekeeping and Reconciliation)
Maintenance of Independency, information Access Rights of Function
Adequacy & Effectiveness of HR, Staffing and proficiency, Training
Functional and institutional Structure, Roles and Responsibilities
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Adequacy of Governance of Inspection, Internal Audit and Assurance
Function
o Management Reporting
o Effectiveness of ACE/ ACB
o Board Oversight
ACB Comments/ direction, ACE observations and its compliances
Adequacy of information systems, MIS
Vendor Risk Management
Mechanism of Analysis and Integrated approach / control perception
Level of Regulatory compliance
o RBI Risk Assessment Report (RAR)
o RBI Risk Mitigation Plan (RMP)
o Supervisory Inspection Reports
o Direct Supervisory Concerns and directions
o DFS/ CVC Directions and requirements
Quality Assurance of Internal Audit Department
Housekeeping of Documents and Data management
B. Advisory with Action Plan for Implementation
Advise for system level remediation of Control issues
Advise and Suggest remedial actions, measures for identified gaps
Action plan for implementation of mitigation efforts
Prioritised Implementation plan for RAR/RMP of RBI with timelines
Advise requisite continuous improvements for strengthening the
system
Advise for Holistic approach and integrated methods for analysis
Advise for improvement of ACE/ACB functioning and
C. Implementation and Assurance
Aid in implementation of Remedial measures
Implement Risk Mitigation plan of RBI
Assess level of effectiveness of Mitigation efforts & provide assurance
of the implemented solutions.
improve the effectiveness of ACE/ ACB with improved ways of
reporting the audit issues and gaps to the Committee
# The above list is inclusive and not exhaustive i.e. the Scope of Assignment
shall include providing all requisite efforts towards strengthening and improving
the regimes of Internal Audit and Assurance function.
2.2 The Audit/ Advisory Firm / Audit & Advisory Firm shall employ or engage
adequate number of qualified and experienced professional at their own cost.
A provisional and indicative list of Minimum Professional staff deployment by
Audit/ Advisory Firm will be as under:-
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a) One Partner for overall control, coordination, liaison of the said Project.
He shall be in continuous contact and remain connected with the
Inspection Department & visit the Head Office of the Bank at least once
in 7 days or as more frequently as may be necessary to see the progress
of the work and get fully satisfied that the works are being done as per
plans.
b) Two or More Qualified Professionals for overall control, coordination,
liaison of the said Project. They shall have experience in Audit and
Advisory of Internal Audit and Assurance function. They shall be
continuously available at the site for implementing the project as per
plans. The professional shall be supported by adequate supporting
team by the Advisory Firm
c) The decision regarding the structure and tenure/period of deployment
of other staff depending on the volume and scope of work will be
decided by INDIAN OVERSEAS BANK and the Audit/ Advisory Firm
mutually which shall be binding on the Audit/ Advisory Firm.
d) The above requirements are, however, only indicative and as assessed
by INDIAN OVERSEAS BANK. The Audit/ Advisory Firm shall deploy more
staff as may be considered necessary by INDIAN OVERSEAS BANK for
satisfactory management, execution and completion of the entire
project and when called upon to do so by INDIAN OVERSEAS BANK. The
decision of INDIAN OVERSEAS BANK in this regard shall be final and
binding on the Audit/ Advisory Firm.
e) It is specifically agreed that INDIAN OVERSEAS BANK shall have no
responsibility for any staff engaged by the Audit/ Advisory Firm / Audit
Firm and the said Audit/ Advisory Firm/ Audit Firm alone shall be
responsible as their Employer and the said Staff shall never claim or hold
out themselves as employees of INDIAN OVERSEAS BANK.
ARTICLE 3
PAYMENT AND PAYMENT TERMS
3.1 In consideration of the performance of the contract, INDIAN OVERSEAS
BANK shall pay for the enagagment/ assignment of Rupees…………….plus
applicable GST for which Advisory services have been taken.
a) The fee quoted shall state the fee excluding taxes. Applicable taxes will
be paid as per rate prevailing at the time of actual payment. All out of
pocket expenses, travelling, boarding, accommodation and lodging
expenses which may be incurred by the Audit/ Advisory Firm and/or its
officials in connection with the Contract shall be borne and payable
by the Audit/ Advisory Firm alone and the Bank shall not be bound to
make payment of any amounts in this regard to the Audit/ Advisory
Firm.
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b) Payment will be made after deducting tax deductible at source as per
applicable tax laws.
c) The Fees shall be subject to deduction of penalties if any, levied on the
Audit/ Advisory Firm by the Bank in accordance with the provisions of
this Agreement. All payment of Fees shall be made after deduction of
the applicable taxes if any and payment shall be made in Indian
Rupees only.
d) Amounts/ Fees payable to the Audit/ Advisory Firm as mentioned
above shall not be liable for upward revision during the Term of this
Agreement irrespective of reasons whatsoever including, increase or
imposition of new taxes, duties, levies, octroi, charges etc. All
undisputed payments shall be made by the Bank by direct credit to the
Audit/ Advisory Firm’s Account with INDIAN OVERSEAS BANK , bearing
Number _____________IFSC Code No. _______________with
___________Branch of _____ Bank, through NEFT/RTGS payment mode,
within 30 working days of the date on which the payments fall due in
respect of an undisputed invoice or within 30 days of receipt of
undisputed invoice, whichever is later.
e) Notwithstanding anything contained in this Agreement or the RFP
where the Audit/ Advisory Firms liable to pay any amount to the Bank,
on account of penalties under this agreement or on account of
discrepancies in the invoices, invocation of indemnity by the Bank, for
third party claims, statutory dues or for any other reason the Bank shall
without prejudice to its other rights be within rights to adjust such
amounts from the Fees payable to the Audit/ Advisory Firm and raise a
demand on the Audit/ Advisory Firm for the balance amount if any and
the Audit/ Advisory Firm shall pay such amount to the Bank within 10
working days of receipt of such demand.
3.2 Penalty/ Liquidated Damages:
Any delay or deviation by the Audit/ Advisory Firm due to reasons
attributable to the Audit/ Advisory Firm, from the timelines mentioned in
……………… of this Agreement, shall attract liquidated
damages/penalty at the rate of 1% of the total Fee payable under
this Agreement per day or part thereof of the delay/deviation till the
actual completion of the work in accordance with this Agreement and
the Audit/ Advisory Firm shall promptly pay the same to the Bank. Bank
shall be within its right to deduct such amounts from the fee payable to
the Audit/ Advisory Firm. In such cases, the Bank shall also have the right
to terminate the contract in addition to invoking the performance
guarantee at the discretion of Bank.
3.3 Performance Guarantee
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The Audit/ Advisory Firm shall submit a Performance Bank guarantee for
an amount equivalent to 20% of the Order being Rs………………
(Rupees……………only) within 15 days from the date of acceptance,
valid upto 31-03-2024 which may be extended with mutual consultation,
from any Scheduled Commercial Bank in India other than INDIAN
OVERSEAS BANK Ltd. and acceptable to Bank towards performance of
the contract. Bank shall be within its rights to invoke the performance
guarantee without any notice to the Audit/ Advisory Firm, if the Audit/
Advisory Firm in the opinion of Bank has failed/fails to perform the
assignments under the contract to the satisfaction of the Bank, or in the
event of the Bank terminating the contract due to non-performance
and/or unsatisfactory performance of the Audit/ Advisory Firm and/or
the Audit/ Advisory Firm failing to pay the Penalty /Liquidated Damages
payable to the Bank.
3.4 Taxes and Duties
(a) The Audit/ Advisory Firm will be solely responsible for payment of all
applicable Taxes, levies, charges, license fees (if any), royalties (if
any) etc., that may be imposed by State/Central Government or
any local body, payable as per the existing laws, in connection with the
provision of Services by Audit/ Advisory Firm under this Contract. The
Bank’s liability is restricted to the payment of undisputed fees to the Audit/
Advisory Firm as stated in this agreement.
(b) The Audit/ Advisory Firm shall also be liable to pay all corporate tax,
income tax and any other taxes that shall be levied on according to
the laws and regulations applicable from time to time on the Fees paid
to the Audit/ Advisory Firm. Only GST if applicable will be paid extra. No
costs/expenses shall be payable by the Bank for traveling (including
local conveyance), boarding, lodging, out-of-pocket expenses, liaison,
etc. during the validity of the contract.
(c) Wherever the laws and regulations require deduction of any Taxes at
the source of payment, Bank shall be entitled to effect such deductions
from the payment due to the Audit/ Advisory Firm and make
remittance to the competent authority. A certificate evidencing such
deductions shall be promptly provided by Bank to Audit/ Advisory Firm
to this effect.
(d) The Audit/ Advisory Firm’s staff, personnel and labour will be liable to
pay personal income taxes in respect of such of their salaries and
wages as are chargeable under the laws and regulations for the time
being in force, and the Audit/ Advisory Firm shall perform such duties in
regard to such deductions thereof as may be imposed on the Audit/
Advisory Firm by such laws and regulations. The Audit/ Advisory Firm
further undertakes to obtain such licenses, permit etc. renewal from
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time to time and it shall be solely responsible in the event of
contravention of any Act, Laws or rules in this regard.
(e) The Audit/ Advisory Firm shall pay all the taxes, rates, charges, levies,
claims whatsoever that may be imposed by State / Central
Government or any local body for the said purposes and for employing
such persons for the services and shall provide proof thereof as and
when required by Bank.
ARTICLE 4
PROJECT COMMITTEE/ INTERNAL EXECUTIVE COMMITTEE
4.1 The Bank will constitute a Project/ Internal Committee for assessing and
reviewing the progress of the work on the project and to issue instructions
or directions from time to time which shall be observed and followed by
the Audit/ Advisory Firm. The Committee shall, unless otherwise decided
by the Bank shall have the following officials as permanent members:-
(i) General Manager, HIA (Head Internal Audit) of the Bank shall be
the competent & Final authority and the DGM- Inspection will be
the Chairman of the Internal Committee and any other official/s
nominated by the Bank,
(ii) At least one of the Partners of the engaged Audit & Advisory Firm.
4.2 The Audit/ Advisory Firm shall apprise the HIA/ Chairman of the internal
Committee with the information relating to the usual progress of the
Project work on periodic basis
ARTICLE 5
POWER OF AUDIT/ ADVISORY FIRM AND OTHER OBLIGATION OF PARTIES
5.1 The Audit/ Advisory Firm shall exercise the requisite and desirable powers
and authority to undertake and complete of the activities as specified
in Scope of Service as per Article 2 of the Agreement otherwise expressly
prevented/ prohibited by INDIAN OVERSEAS BANK.
5.2 The Audit/ Advisory Firm agrees to engage and retain at its own cost and
expenses, adequate number of competent staff for the execution of the
Project. Their appointment, dismissal, retrenchment, the condition of
services and the rate of remuneration will be determined by the Audit/
Advisory Firm and shall be at the Audit/ Advisory Firm’s entire discretion
and the said staff at all time work under the orders and sole control of
the Audit/ Advisory Firm. INDIAN OVERSEAS BANK shall, however, have
the right to direct the Audit/ Advisory Firm without assigning any reasons
to remove any staff that is/ are considered by INDIAN OVERSEAS BANK
as undesirable, which shall be complied by the Audit/ Advisory Firm
immediately and shall be substituted by the Audit/ Advisory Firm with
employee of equal experience.
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5.3 Audit/ Advisory Firm shall promptly notify INDIAN OVERSEAS BANK of any
changes in the constitution of its firm/ Audit/ Advisory Firm. It shall be
open to INDIAN OVERSEAS BANK to terminate the agreement on the
death, retirement, insanity or insolvency of any person/s being director/s
or partner/s in the said Audit/ Advisory Firm/firm, or on the addition or
introduction of a new partner/ Director without the previous approval in
writing of INDIAN OVERSEAS BANK or in the event of any dispute between
the Partners/ Directors of the Audit/ Advisory Firm. In case of such
termination aforesaid, Audit/ Advisory Firm shall be liable for all the
accrued liability of Bank. But in absence of and until its termination by
INDIAN OVERSEAS BANK as aforesaid, this agreement shall continue to
be of full force and effect notwithstanding any changes in the
constitution of the firm, by death, retirement, insanity or insolvency of any
of its partners or the addition or introduction of any new partner. In case
of retirement/death, the surviving or remaining partners of the firm shall
be jointly and severally liable for the due and satisfactory performance
of the terms and conditions of the agreement.
5.4 In case of any opinions by the Statutory Central Auditors/ RBI on any of
the activities/ exercise, the Audit/ Advisory Firm shall consider the same.
ARTICLE 6
REPRESENTATION & WARRANTIES BY THE AUDIT/ ADVISORY FIRM
6.1 The Audit/ Advisory Firm hereby agrees, declares and warrants that:
a) The Audit/ Advisory Firm has the necessary capacity, expertise and
infrastructure etc. to provide professional services of a high standard of
its profession to the best of its ability and to the satisfaction of the Bank;
b) The Audit/ Advisory Firm shall not give or take discounts, commissions,
gifts or other inducements for the introduction of Clients/outsiders
dealing with the said Project;
c) The Audit/ Advisory Firm shall act with fairness and impartiality when
administering the said Project and maintain a high standard of integrity;
d) The Deliverables & Services shall be provided by the Audit/ Advisory
Firm in a highly professional and competent manner in accordance
with the professional standards in industry, and shall meet the
descriptions, specifications and the performance standards stated in
this Agreement.
e) The Audit/ Advisory Firm has all the permissions, licenses, authorities
whatever required from the appropriate Government,
Statutory/Regulatory authorities to render the Service stated herein to
Bank.
f) If the Audit/ Advisory Firm is a Company/Firm, the Audit/ Advisory Firm
shall not affect any change in its constitution which includes
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reconstitution of the Audit/ Advisory Firm, mergers, reverse mergers,
acquisition and amalgamations during the currency of the Contract
period without prior written permission of the Bank,
g) The Audit/ Advisory Firm is duly incorporated, registered, validly existing
and in good standing as per the laws of India.
h) The Audit/ Advisory Firm has the power and authority to enter into this
Agreement and perform its obligations hereunder. The execution,
delivery and performance of this Agreement by the Audit/ Advisory
Firm and the performance of its obligations hereunder have been duly
authorized and approved by all necessary actions and no other action
on the part the Audit/ Advisory Firm is necessary to authorize the
execution, delivery and performance of this Agreement.
i) The execution, delivery and performance of this Agreement by the
Audit/ Advisory Firm:-
I. Will not violate or contravene any provision of its constitutional
documents;
II. Will not violate or contravene any law, statute, rule, regulation,
licensing requirement, order, writ, injunction or decree of any court,
governmental instrumentality or other regulatory, governmental or
public body, agency or authority by which it is bound or by which
any of its properties or assets are bound;
III. Except to the extent that the same have been duly and properly
completed or obtained, will not require any filing with, or permit,
consent or approval of or license from, or the giving of any notice to,
any court, governmental instrumentality or other
statutory/regulatory, governmental or public body, agency or
authority, joint venture party, or any other entity or person
whatsoever;
IV. No representation or warranty by the Audit/ Advisory Firm in this
Agreement, and no document furnished or to be furnished to the
Bank, in connection herewith or with the transactions/obligations
contemplated hereby, contains or will contain, to the reasonable
knowledge of the Audit/ Advisory Firm, any untrue or misleading
statement or omits or will omit any material fact. There have been no
events or transactions, or facts or information which has come to, or
upon reasonable diligence, should have come to the attention of
the Audit/ Advisory Firm and which have not been disclosed herein
or in a schedule hereto, having a direct impact on the
transactions/obligations contemplated in these presents.
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ARTICLE 7
TERMS & TERMINATION OF AGREEMENT
1.1 This agreement shall commence from the date of its execution and shall
remain valid till xxxx 20xx unless it is terminated as per the provisions of
these presents.
1.2 The Bank shall be within its right at its sole discretion to terminate this
agreement without giving any notice in the event of:-
i. Closure of the business by the Audit/ Advisory Firm or if the Audit/
Advisory Firm is a Audit/ Advisory Firm, any winding up proceedings
are commenced/initiated against the Audit/ Advisory Firm or if in the
case of a partnership firm, if the firm is dissolved or in the event of
death or resignation of one or more partners or reorganization of the
firm and/or;
ii. In case there is any change in the constitution of the Audit/ Advisory
Firm / firm of the Audit/ Advisory Firm for any reason whatsoever
and/or;
iii. The Audit/ Advisory Firm fails to perform its duties and obligations
under this agreement to the satisfaction of the Bank and/or
iv. In the event of dispute between the Partners/ Directors of the Audit/
Advisory Firm.
1.3 Bank shall also be within its right to terminate this agreement by giving
30 days’ notice in writing and without assigning any reasons to the Audit/
Advisory Firm.
1.4 The Audit/ Advisory Firm shall not terminate this agreement unless there
is failure on the part of the Bank to make payment of any undisputed
fees to the Audit/ Advisory Firm after serving a notice of 60 days to the
Bank.
1.5 Even after the termination of the contract the Audit/ Advisory Firm shall
remain liable and shall be responsible in respect of the work executed
before the termination of the Audit/ Advisory Firm’s appointment and
consequences thereof. No additional fees will be paid by the Bank for
this to the Audit/ Advisory Firm.
ARTICLE 8
INDEMNITY
8.1 The Audit/ Advisory Firm does hereby indemnify the Bank, and shall keep
indemnified and hold the Bank harmless from and against any and all
losses, liabilities, claims, actions, costs and expenses (including attorneys'
fees) and also relating to, resulting from or in any way arising out of any
claim, suit or proceeding brought against the Bank including by a third
party as a result of:
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a) An act or omission of the Audit/ Advisory Firm, its employees, its
agents, sub-contractors in the performance of the obligations of
the Audit/ Advisory Firm under this Agreement and/ or
b) Claims against the Bank and/or any legal proceedings made by
employees or other persons who are deployed by the Audit/
Advisory Firm and/or by any statutory/regulatory/ govt. authority
and/or
c) Breach of any of the material term of this Agreement or breach of
any representation or warranty of the Audit/ Advisory Firm under
this Agreement, or
d) Violation of the Confidentiality obligations by the Audit/ Advisory
Firm and/or its officials/employees or any other person employed
by them in connection with the services under this agreement.
8.2 The provisions of this Article shall survive notwithstanding the expiration
or termination of this Agreement for any reason whatsoever.
ARTICLE 9
CONFIDENTIALITY
a) The Audit/ Advisory Firm acknowledges that in the course of performing
their obligations under this Agreement, the Audit/ Advisory Firm shall be
exposed to or acquire Confidential Information of the Bank or its
constituents. The Audit/ Advisory Firm understands and acknowledges
that it will be given access to such Confidential Information solely as a
consequence of and pursuant to this Agreement.
b) The Audit/ Advisory Firm will, at all times, maintain confidentiality of the
Confidential Information and of this Agreement, Information of Bank
including of the Bank’s Customer, any business, technical, financial
information / data or any other information disclosed or accessible to
the Audit/ Advisory Firm for this project whether at the time of disclosure,
designated in writing as confidential or not.
c) The Audit/ Advisory Firm agrees to keep in confidence and not disclose
to any third party and all Confidential Information available to the Audit/
Advisory Firm and whether such information is given in writing or oral or
visual, and whether such writing is marked to indicate the claims of
ownership and/or secrecy or otherwise. The Audit/ Advisory Firm agrees
that it shall not use, nor reproduce for use in any way, any Confidential
Information of the Bank except to the extent required to fulfill its
obligations under the Agreement. The Audit/ Advisory Firm agrees to
protect the Confidential Information of the Bank with at least the same
standard of care and procedures used by to protect its own Confidential
Information of similar importance but at all times using at least a
reasonable degree of care.
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d) The Audit/ Advisory Firm shall also ensure that its officials/employees and
if Audit/ Advisory Firm is permitted by the Bank in writing to assign,
delegate or hire another person to assist it in the performance of its
obligations under this Agreement, such person also shall maintain the
confidentiality of the Confidential Information in the same manner as the
Audit/ Advisory Firm is bound to maintain the confidentiality.
e) The provisions of this Article shall survive notwithstanding the expiration
or termination of this Agreement for any reason whatsoever.
For the purpose of this agreement Confidential information of the Bank shall
mean and include all non-public information, of the Bank including details of
the Bank’s Critical Assets held by the Bank which is accessible by or is available
to the Audit/ Advisory Firm, and in writing whether in graphic, visual or any other
tangible, intangible or electronic form including, without limitation, Customer
Data, Banks’ Data any and all information relating to the Bank’s Customers,
the Software and Hardware Vendors and/or its client’s (whether past, present,
or future), financial data, financial results and projections, employees (past,
present or prospective), technologies, technical and business strategies,
computer programs, software tools, source codes, object codes, protocols,
product descriptions, trade secrets or know how, customer information and
Intellectual Property Rights as well as any such information not generally known
to third parties, that the Audit/ Advisory Firm is reasonably expected to treat as
confidential. It is clarified that all non-public data residing on the Bank’s existing
system shall be treated as Confidential Information for the purposes of this
Agreement.
ARTICLE 10
MISCELLANEOUS
10.1 Notices
a) Any notice and other communications provided for in this Agreement
shall be in writing and shall be first transmitted by facsimile transmission or by
postage prepaid registered post with acknowledgement due or by a reputed
courier service, by e-mail, in the manner as elected by the Party giving such
notice.
In case of notices to Bank:
Department: INDIAN OVERSEAS BANK, Inspection Department
Address: 5th FLOOR Annex Building, Chennai-
Phone Number: 044-28519521
E Mail: inspection@iobnet.co.in
For attention of: __________________ General Manager, Inspection (HIA)
In case of notices to Audit/ Advisory Firm:
………………………………….…………………………………
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b) All notices shall be deemed to have been validly given if sent to the
registered office address and on (i) the business date immediately after
the date of transmission with confirmed answer back, if transmitted by
facsimile transmission, or (ii) the expiry of three days after posting if sent
by registered post/courier, or (iii) the business date of receipt, if sent by
ordinary post.
c) Any Party may, from time to time, change its address or representative
for receipt of notices provided for in this Agreement by giving to the
other not less than fifteen days prior written notice.
10.2 Entire Agreement
This Agreement together with the RFP and Letter of engagement constitutes
the entire understanding between the Parties with respect to the subject
matter hereof and supersedes prior negotiations, representations, or
agreements, either written or oral. Should there be a provision, obligation or a
condition contained in the RFP and/or the Letter of engagement which are
not included in this agreement, such provision, obligation or condition shall be
deemed to be incorporated in this Agreement.
10.3 Publicity
Any publicity by the Audit/ Advisory Firm in which the name of the Bank is to
be used should be done only with the explicit prior written permission of the
Bank. The Bank shall be entitled to impose such conditions or restrictions in
relation to the manner of use of the name of the Bank in any publicity material
used by the Audit/ Advisory Firm.
10.4 Waiver
No failure or delay on the part of the Bank relating to the exercise of any right,
power, privilege or remedy provided under this Agreement shall operate as a
waiver of such right, power, privilege or remedy or as a waiver of any
preceding or succeeding breach by the Audit/ Advisory Firm nor shall any
single or partial exercise of any right, power, privilege or remedy preclude any
other or further exercise of such or any other right, power, privilege or remedy
provided in this Agreement All of which, unless expressly stated otherwise, are
several and cumulative and are not exclusive of each other or of any other
rights or remedies otherwise available to the Bank at law or in equity.
10.5 Violation of terms
The Audit/ Advisory Firm agrees that the Bank shall be entitled to an injunction,
restraining order, right for recovery, suit for specific performance or such other
equitable relief as a court of competent jurisdiction may deem necessary or
appropriate to restrain the Audit/ Advisory Firm from committing any violation
or enforce the performance of the covenants, obligations and representations
contained in this Agreement. These injunctive remedies are cumulative and
are in addition to any other rights and remedies the Bank may have at law or
in equity, including without limitation a right for recovery of the amounts due
under this Agreement and related costs and a right for damages.
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10.6 Transfer of Interests
a) The Audit/ Advisory Firm shall not assign or transfer its duties and
obligations under this agreement, without the prior written consent of the
Bank.
b) If the Audit/ Advisory Firm is a partnership firm or a company, no change
in the constitution of Board of Directors/partners of the Audit/ Advisory
Firm/firm shall be made without the prior written approval of the Bank.
10.7 No Agency
i. The Audit/ Advisory Firm shall perform its obligations under this Agreement
as an independent contractor. Neither this Agreement nor the Audit/
Advisory Firm's performance of obligations under this Agreement
thereunder shall create an association, partnership, joint venture, or
relationship of principal and agent, master and servant, or employer and
employee, between the Bank and the Audit/ Advisory Firm or its employees
and neither Party shall have the right, power or authority (whether
expressed or implied) to enter into or assume any duty or obligation on
behalf of the other party.
ii. The Audit/ Advisory Firm shall solely be responsible for all wages and
payments (including any statutory payments) to its employees and shall
ensure that at no time shall its employees, personnel or agents hold
themselves out as employees or agents of the Bank, nor seek to be treated
as employees of the Bank for any purpose. Audit/ Advisory Firm shall be
liable to make all payments to its employees including salary and other
allowances and for any kind of income, taxes or benefits. The Audit/
Advisory Firm alone shall file all applicable tax returns for all of its personnel
assigned hereunder in a manner consistent with its status as an
independent contractor of services; and the Audit/ Advisory Firm will make
all required payments and deposits of taxes in a timely manner. The Audit/
Advisory Firm also represents that it has taken all necessary
permissions/registrations under the laws in force including the Contract
Labour Regulation Act for employing the people and further undertakes to
make all statutory payments to competent authorities required to be made
in connection with its employees / personnel engaged.
iii. The Bank shall have no liability whatsoever for any loss of life/injury to Audit/
Advisory Firm’s partners, directors, Audit/ Advisory Firms, employees, agents
or representatives suffered while on duty or in the Bank premises or
anywhere else and including, without limitation of liability or any damages
suffered which results from the malfunction of any equipment in the
premises. All such claims shall be settled by Audit/ Advisory Firm itself. In the
interest of Audit/ Advisory Firm, the Audit/ Advisory Firm shall take suitable
insurance cover for the risks associated with this project.
10.8 Amendments
No change or modification of this Agreement shall be valid unless the same
shall be in writing and signed by both Parties.
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10.9 Counterparts
This Agreement may be signed in two counterparts, each of which is an original
and both of which, taken together, constitutes one and the same instrument.
10.10 Severability
a. If any of the provisions of this Agreement may be constructed in more
than one way, the interpretation, which would render the provision legal
or otherwise enforceable, shall be accepted.
b. In the event any Court or other government authority shall determine
any provisions in this Agreement is not enforceable as written, the Parties
agree that the provision shall be amended so that it is enforceable to
the fullest extent permissible under the laws and public policies of the
jurisdiction in which enforcement is sought, and affords the Parties the
same basic rights and obligations and has the same economic effect as
prior to amendment.
c. In the event that any of the provisions of this Agreement shall be found
to be void, but would be valid if some part thereof was deleted or the
scope, period or area of application were reduced, then parties shall on
mutual consent in writing agree that such provision shall apply with the
deletion of such words or such reduction of scope, period or area of
application as may be required to make such provisions valid and
effective; provided however, that on the revocation, removal or
diminution of the law or provisions, as the case may be, by virtue of
which such provisions contained in this Agreement were limited as
provided hereinabove, the original provisions would stand renewed and
be effective to their original extent, as if they had not been limited by
the law or provisions revoked. Notwithstanding the limitation of this
provision by any law for the time being in force, the Parties undertake to,
at all times observe and are bound by the spirit of this Agreement.
10.11 Arbitration
i. If any dispute, difference or disagreement shall at any time arise
between the Audit/ Advisory Firm and the Bank as to the interpretation
of this agreement or concerning anything herein contained or arising
out of this agreement or as to the rights, liabilities and duties of the said
parties hereunder, or as to the execution of the said Project, except in
respect of the matters for which it is provided herein that the decision of
the Bank shall be final and binding as Project Audit/ Advisory Firm, the
same shall be referred to the General Manager in-charge of the BSMD
of the Bank for settlement. In case the dispute / disagreement continues,
the matter shall be referred to the Arbitration and final decision of the
Chennai based sole Arbitrator to be appointed by both the parties after
adopting and following the fast track procedure as laid down in Section
29 B of the Arbitration and Conciliation Act 1996.
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ii. The work under the contract shall, however, has to continue during the
Arbitration proceedings or otherwise. No payment due or payable to the
Audit/ Advisory Firm shall be withheld on account of such proceedings
except the disputed payment of fees on account of other provisions in
this agreement.
iii. The fees, if any, of the Arbitrator shall, if required to be paid before the
award is made and published, be paid half and half by each of the
parties.
iv. Arbitration proceedings shall be held at Chennai, India, and the
language of the arbitration proceedings and that of all documents and
communications between the parties shall be English.
10.12 Expenses & Stamp Duty
All the expenses including stamp duty, levies and other monies payable in
connection with the execution of this Agreement shall be borne by the Audit/
Advisory Firm.
This agreement executed at ……………..the day and year first written above.
For the AUDIT/ ADVISORY FIRMS
(SHRI NAME:
OFFICE ADDRESS:
WITNESS: (1) WITNESS: (2)
NAME: NAME:
ADDRESS: ADDRESS:
FOR INDIAN OVERSEAS BANK WITNESS: (2)
INDIAN OVERSEAS BANK NAME:
xxxxxxxxxxxxxx ADDRESS :
CHENNAI –
WITNESS: (1)
NAME:
ADDRESS :
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Annexure-J
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (hereinafter referred to as (“Agreement”)
made and entered into this day of __________________ 2021.
Between
INDIAN OVERSEAS BANK a nationalized Bank and an undertaking of the
Government of India constituted under the Banking Companies (Acquisition and
Transfer of Undertakings) Act, -1970) with its registered office at Chennai
(hereinafter called “ INDIAN OVERSEAS BANK” which expression shall unless it
be repugnant to the subject, context or meaning thereof shall be deemed to
mean and include its successors and assigns) of the ONE PART
And
[●] (Name of Successful Bidder) of [●] (please specify the registered office
of the Successful Bidder) (hereinafter called “the Successful Bidder” which
expression shall unless it be repugnant
to the subject, context or meaning thereof shall be deemed to mean and
include its successors) of the OTHER PART;
INDIAN OVERSEAS BANK and Successful Bidder wherever the context so
permits, shall hereinafter collectively refer to as the “Parties” and individually
as a “Party”
WHEREAS, INDIAN OVERSEAS BANK vide its RFP No. [●] dated [●] (RFP) had
invited bids from eligible bidders for performing/delivering the services, more
clearly mentioned in the RFP (hereinafter referred to as “the Services”). The
Successful Bidder after going through the RFP and being interested to
perform/deliver the Services participated in the bidding process and
submitted its Bid.
WHEREAS the Successful Bidder had represented that it is engaged in the
business of providing the Services and has all the requisite skills, expertise,
experience and necessary facilitates for providing/rendering/delivering the
Service to INDIAN OVERSEAS BANK.
WHEREAS INDIAN OVERSEAS BANK based upon the representation and
warranties made by the Successful Bidder had entered into an Agreement
dated [●] (the Contract) for the performance/delivery of Services by the
Successful Bidder.
WHEREAS, the Successful Bidder is aware and confirms that the information,
data, drawings and designs, and other documents made available in the RFP/
the Contract and thereafter regarding the Services as furnished by it in
RFP or otherwise and allthe Confidential Information under the RFP /the
Contract is privileged and strictly confidential and/or proprietary to INDIAN
OVERSEAS BANK. Accordingly, INDIAN OVERSEAS BANK and the Successful
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Bidder have agreed to execute this Agreement to set out the terms and
conditions on which the Successful Bidder is permitted to deal with the
Confidential Information (defined herein below), and other matters in
connection therewith, which they agree will be interpreted, acted upon and
governed in accordance with the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the foregoing, the Successful Bidder
agrees to all of the following conditions for grant of access to INDIAN
OVERSEAS BANK’s property /Confidential Information and other data.
1. Definitions and Interpretation
1.1. In this Agreement:
“Confidential Information” means;
(a) all financial, technical, operational, commercial, staff,
management and other information, data and know-how,
including all information relating to the business, assets, affairs,
products, services, assets, costs, terms of trading, customers,
employees and financial statements (and Copies thereof) which
is disclosed, whether prior to, on or after the date of this
agreement, whether orally, in writing or in any other form
(including magnetic or digital form) by INDIAN OVERSEAS BANK or
any INDIAN OVERSEAS BANK Representative to the Successful
Bidder or any Successful Bidder Representative in connection with
the Proposed Transaction;
(b) all information, documents and records which from time to time
are contained in any data room of information (in whatever form
maintained) to which the Successful Bidder or Successful Bidder
Representative is granted access in connection with the Proposed
Transaction.
(c) analyses, compilations, studies and other data and materials (and
all Copies of each of these) prepared by the Successful Bidder or
any Successful Bidder Party Representative in connection with the
Proposed Transaction which contain, incorporate or are otherwise
based upon or are generated from any such information as is
described in paragraphs (a) and (b) above;
but in any case does not include information:
(i) which at or following the date of its disclosure becomes generally
available to the public other than as a result of a disclosure by the
Successful Bidder or any Successful Bidder Representative contrary to
the terms of this Agreement;
(ii) which the Successful Bidder can demonstrate was already known to,
lawfully acquired by, or in the possession of, the Successful Bidder or
any Successful Bidder Representative (other than as a result of
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Confidential Information previously having been provided to any of
them), at the date of disclosure to the Successful Bidder and is not
subject to any restriction on disclosure imposed by this Agreement or
by any person who is not a party to this Agreement;
(iii) which is subsequently received by the Successful Bidder or any
Successful Bidder Representative from a third party which is entitled to
provide it and does so without any breach of any obligation of
confidentiality owed to INDIAN OVERSEAS BANK or any INDIAN
OVERSEAS BANK Representative; or
(iv) to the extent INDIAN OVERSEAS BANK has given its prior written consent
to such Confidential Information being disclosed by the Successful
Bidder or any Successful Bidder Representative;
(v) is independently developed by the Successful Bidder without breach
of this Agreement;
The Successful Bidder shall have the burden of proving hereinabove are
applicable to the information in the possession of the Successful Bidder.
“Copies” means copies of Confidential Information including any document,
electronic file, note, extract, analysis, study, plan, compilation or any other way
of representing or recording and recalling information which contains, reflects
or is derived or generated from the Confidential Information;
“INDIAN OVERSEAS BANK Representative” means the directors, officers,
employees, advisers, attorneys or agents, of the INDIAN OVERSEAS BANK
authorized in this behalf;
“Successful Bidder Representative” means authorized directors, officers,
employees, partners, associates, managers, Audit/ Advisory Firms, advisers,
attorneys or agents of the Successful Bidder; and
“Proposed Transaction” means the implementation of internal financial
controls over financial reporting as per the scope of work contained in the RFP
and the Contract.
The other words and expressions not specifically defined shall have the same
meanings as are respectively assigned to them in the RFP/the Contract.
2. Access and Obligation of Confidentiality
2.1. The Successful Bidder acknowledges that it shall be provided with
access to the Confidential Information and covenants and agrees that
it shall:
2.1.1. at all times, hold the Confidential Information in trust and use the
Confidential Information solely for the purposes of advising INDIAN
OVERSEAS BANK in relation to the Proposed Transaction;
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2.1.2. at all times, keep confidential the Confidential Information and to
safeguard the Confidential Information, and take all reasonable
precautions to protect it from theft or unauthorised access;
2.1.3. at no time, disclose or reveal (or permit the disclosure or revelation of)
any Confidential Information to any person or party whatsoever, other
than to the Successful Bidder Representatives who are in each case
required in the course of their duties to receive and consider the same
for the purpose of advising in relation to the Proposed Transaction on a
need to know basis and who shall also be bound by confidentiality
obligations in this Agreement;
2.1.4. at no time, discuss with any person, other than as permitted under
Clause 2.1.3 above, the Confidential Information or any other matter in
connection with, or arising out of, the discussions or negotiations in
relation to the Proposed Transaction;
2.1.5. Maintain and use the Confidential Information only for the purposes of
the Contract and only as permitted herein
2.1.6. inform INDIAN OVERSEAS BANK immediately on becoming aware, or
suspecting, that an unauthorised person has received or gained access
to the Confidential Information; and
2.1.7. Only make Copies of the Confidential Information to the extent that the
same is reasonably necessary to advice on the Proposed Transaction.
2.1.8. Treat the Confidential Information as confidential for a period of [●] years
from the date of receipt. In the event of earlier termination of the
Contract, the Parties hereby agree to maintain the confidentiality of the
Confidential Information for a further period of [●] years from the date of
such termination.
Notwithstanding the foregoing, the Parties acknowledge that the nature of the
Services to be performed under the Contract may require the Successful
Bidder’s personnel to be present on premises of INDIAN OVERSEAS BANK or may
require the Successful Bidder’s personnel to have access to computer networks
and databases of INDIAN OVERSEAS BANK while on or off premises of INDIAN
OVERSEAS BANK. It is understood that it would be impractical for INDIAN
OVERSEAS BANK to monitor all information made available to the Successful
Bidder’s personnel under such circumstances and to provide notice to the
Successful Bidders of the confidentiality of all such information. Therefore, the
Successful Bidder agrees and undertakes that any technical or business or
other information of INDIAN OVERSEAS BANK that the Successful Bidder’s
personnel, or agents acquire while on INDIAN OVERSEAS BANK premises, or
through access to INDIAN OVERSEAS BANK computer systems or databases
while on or off INDIAN OVERSEAS BANK premises, shall be deemed Confidential
Information.
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3. Exceptions
The restrictions on use and disclosure of Confidential Information set out in
Clause 2 above shall not be applicable to any Confidential Information which
the Successful Bidder or any Successful Bidder Representative is required by
applicable law or applicable regulatory requirements to disclose, provided
that, prior to such disclosure and to the extent permitted under applicable law,
the Successful Bidder shall:
3.1. Provide prior written notice of such disclosure requirement to INDIAN
OVERSEAS BANK, with the full details of the requirement under
applicable law, the nature and extent of the disclosure and any other
information that may be considered relevant in that regard;
3.2. use reasonable endeavours to co-operate with INDIAN OVERSEAS BANK
and each INDIAN OVERSEAS BANK Representative, having due regard
to their views and take such steps as may be reasonable recommended
by them in order to enable them to mitigate the requirement for or the
scope of such disclosure;
3.3. in the event such disclosure is not avoided, (a) ensure that any disclosure
is made to the minimum extent required in order to comply with
applicable law and no more; (b) make reasonable endeavours, to gain
assurances as to confidentiality from the body to whom the information
is to be disclosed
The obligations of this clause shall survive the expiration, cancellation or
termination of the Contract.
4. Duration
The Recipient’s obligations of confidentiality with regard to Confidential
Information will continue for a period of............... months from the date of this
Agreement.
5. Duties of the Successful Bidder
5.1. Precautions
The Successful Bidder will take all reasonable precautions, being at least
as stringent as those that the Successful Bidder would apply in relation to
its own confidential information, to maintain the confidentiality of and to
prevent the unauthorised disclosure or use of the Confidential
Information.
5.2. Unauthorised Disclosure or Use
The Successful Bidder will promptly notify INDIAN OVERSEAS BANK of any
unauthorised disclosure or use of the Confidential Information of which
the Successful Bidder becomes aware and will take all steps which the
Successful Bidder may reasonably require in relation to such
unauthorised disclosure or use.
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5.3. Return of Confidential Information
Upon the earlier of:
5.3.1. the conclusion of the Proposed Transaction;
5.3.2. the termination of the relationship between the Successful Bidder
and INDIAN OVERSEAS BANK; or
5.3.3. the written request of INDIAN OVERSEAS BANK,
the Successful Bidder shall:
(a) immediately deliver to INDIAN OVERSEAS BANK, all Confidential
Information, in whatever form it exists, including all copies and
information containing, embodying or derived from the
Confidential Information, in the possession, custody or control of
the Successful Bidder and any person to whom the Successful
Bidder has disclosed any of the Confidential Information; and
(b) erase and destroy any all of Confidential Information that is in the
possession of the Successful Bidder or that can be accessed by
the Successful Bidder, in whatever form it exists, and promptly
certify in writing to INDIAN OVERSEAS BANK that such action has
been undertaken.
6. Remedy
6.1. The Successful Bidder acknowledges and accepts that INDIAN
OVERSEAS BANK will or is likely to suffer financial and other loss and
damage if the Confidential Information, marked or stated at the time of
disclosure as confidential or proprietary were disclosed to any person
except as permitted under this Agreement or used for any purpose other
than the purpose required by the Successful Bidder and that monetary
damages would be an insufficient remedy.
6.2. The Successful Bidder acknowledges and accepts that, in addition to
any other remedy which may be available in law or equity, INDIAN
OVERSEAS BANK is entitled to injunctive relief to prevent a breach of this
Agreement and to compel specific performance of this Agreement.
7. Indemnity
The Successful Bidder shall defend, indemnify and hold harmless INDIAN
OVERSEAS BANK, its, successors, assigns, officers, directors and employees at
all times, from and against any and all claims, demands, damages, assertions
of liability whether civil, criminal,tortuous or of any nature whatsoever, arising
out of or pertaining to or resulting from breach of any provisions of this
Agreement, but not limited to any claim from third party pursuant to any act
or omission of Successful Bidder in the course of discharge of its obligations
under this Agreement.
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8. Reverse Engineering
The Successful Bidder acknowledges that during the course of performance of
Services/its obligations under the Contract/RFP, it may get an access to the
software(s) owned by /licensed to INDIAN OVERSEAS BANK. Successful Bidder
warrants that it shall use such software only for the purpose of the Contract/this
RFP and shall not do the following:
(i) Reverse engineer, decompile, decode, decrypt, disassemble, or
in any way derive its source code;
(ii) Modify, translate, adapt, alter, or create derivative works from it;
(iii) Copy, distribute, publicly display, transmit, sell, rent, lease or
otherwise exploit it; or
(iv) Distribute, sublicense, rent, lease, loan it to any third party
The provisions hereinabove shall survive termination of the Contract.
9. Related Entities
The Successful Bidder acknowledges that in the event a Successful Bidder
Representative or other person to whom the Successful Bidder has disclosed
the Confidential Information (whether with or without the approval of INDIAN
OVERSEAS BANK), breaches the obligations contained in this Agreement, the
Successful Bidder will be directly liable for that breach and INDIAN OVERSEAS
BANK Party may enforce its rights under this Agreement against the Successful
Bidder.
10. Entire Agreement, Amendment, Assignment
This Agreement constitutes the entire Agreement between the Parties relating
to the matters discussed herein and supersedes any and all prior oral
discussions and/or written correspondence or agreements between the
Parties. This Agreement may be amended or modified only with the mutual
written consent of both INDIAN OVERSEAS BANK and the Successful Bidder.
Neither this Agreement nor any right granted here under shall be assignable or
otherwise transferable.
11. Waiver
No failure or delay by either party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any right, power or privilege hereunder.
12. Severability
If any provision of this Agreement is held to be invalid or unenforceable, that
provision shall (so far as it is invalid or unenforceable) be given no effect and
shall be deemed not to be included as a part of this Agreement, but without
invalidating any of the remaining provisions.
13. Governing law and jurisdiction
13.1. Governing Law: This Agreement is governed by the laws of India.
13.2. Jurisdiction: The Parties irrevocably submit to the non-exclusive
jurisdiction of the courts of Chennai.
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14. Notices
All notices or other communications hereunder shall be in writing in English
language and shall be given by personal delivery, by registered post, or by
email to the respective parties hereto at the addresses set forth as follows:
Address of INDIAN OVERSEAS BANK
Address of Successful Bidder
15. Counterparts
This Agreement may be simultaneously executed in any number of
counterparts, each of which shall be deemed an original, but all of which will
constitute one and the same Agreement.
In witness whereof, the Parties hereto have executed these presents the day,
month and year first herein above written.
For and on behalf of …….
Director/Authorised Signatory
For and on behalf of INDIAN OVERSEAS BANK
__________________
[Name]
[Designation]
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PRE CONTRACT-INTEGRITY PACT Annexure -K
(To be executed in a non-judicial stamp paper of Rs.100/)
Preamble
This pre-bid pre-contract Agreement (hereinafter called the Integrity Pact) is
made on this the day of (month) 2021, between, on one hand,
Indian Overseas Bank acting through Shri , Designation of
the ‘officer of Indian Overseas Bank, a nationalized Bank and an undertaking
of the Government of India constituted under the Banking Companies
(Acquisition and Transfer of Undertakings) Act, -1970 hereinafter called the
“BUYER”, which expression shall mean and include, unless the context
otherwise requires, his successors and permitted assigns) of the First Part and
M/s_______________________ , a Company incorporated under the Companies
Act, or a Partnership Firm registered under the Indian Partnership Act, 1932 or
the Limited Liability Partnership Act, 2008 represented by Shri.
, Chief Executive Officer/ all the Partners including the Managing Partner
(hereinafter called the” BIDDER/Seller” which expression shall mean and
include, unless the context otherwise requires, his successors and permitted
assigns) of the Second Part.
WHEREAS the BUYER proposes to procure/consultancy services with end to end
to technological models (Name of the Stores/Equipment / ltem/ Services) and
the BIDDER/Seller is desirous of offering / has offered the stores/Equipment /
ltem / Services and
WHEREAS the BIDDER/Applicant/Audit/ Advisory Firm is a private
company/public company / Government undertaking / partnership / LLP /
registered export agency and is the original manufacturer / lntegrator /
authorized / Government sponsored export entity of the stores / equipment /
item or Service Provider in respect of services constituted in accordance with
the relevant law in the matter end the buyer is a Nationalized Bank and a
Government Undertaking as such.
WHEREAS the BUYER has floated a tender (Tender No.: ) hereinafter referred
to as “Tender / RFP” and intends to award, under laid down organizational
procedures, contract/s purchase order / work order for (name of
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contract/order) or items covered under the tender hereinafter referred to as
the “Contract”.
AND WHEREAS the BUYER values full compliance with all relevant laws of the
land, rules, bye-laws, regulations, economic use of resources and of
fairness/transparency in its relation with its Bidder(s) and Contractor(s).
AND WHEREAS, in order to achieve these goals, the BUYER has appointed
Independent External Monitors (lEM), to monitor the tender process and the –
execution of the Contract for compliance with the Principles as laid down in
this Agreement.
AND WHEREAS to meet the purpose aforesaid both the parties have agreed
to enter into this Integrity Pact or “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 contained in this Pact,
to avoid all forms of corruption by following a system that is fair, transparent
and free from any influence/prejudiced dealings, the parties hereby agree as
follows and this Pact witnesseth as under:
The contract is to be entered into with a view to:-
Enabling the BUYER to procure the desired said
stores/equipment/item/Services at a competitive price in conformity with the
defined specifications by avoiding the high cost and the distortionary impact
of corruption on public procurement and
Enabling BIDDER/Applicant/Audit/ Advisory Firm to abstain from bribing or
indulging in any corrupt prac1ice in order to secure the contract by providing
assurance to them that their competitors will also abstain from bribing and
other corrupt practices and the BUYER will commit to prevent corruption, in any
and all forms, by its officials by following transparent procedures.
The parties hereby agree hereto to enter into this Integrity Pact and agree as
follows:
Article 1: Commitments of the BUYER
1.1 The BUYER undertakes that no official / employee of the BUYER, connected
directly or indirectly with the contract, will demand, take a promise for or
accept, directly or through intermediaries, any bribe, consideration, gift,
reward, favour or any material or immaterial benefit or any other
advantage from the BIDDER, either for themselves or for any person,
organization or third party whether or not related to the contract in
exchange for an advantage in the bidding process, bid evaluation,
contracting or implementation process related to the contract.
1.2 The BUYER will, during the pre-contract stage, treat all BIDDERs alike, and will
provide to all BIDDERs the same- information and will not provide any such
information to any particular BIDDER/Applicant/Audit/ Advisory Firm which
could afford an undue and unfair advantage to that particular BIDDER in
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comparison to other BIDDERs. The BUYER will ensure to provide level playing
field to all BIDDERS alike.
1.3 All the officials of the BUYER will report to the appropriate Government
office any attempted breach (es) or breaches per se of the above
commitments as well as any substantial suspicion of such a breach.
1.4 In case any such preceding misconduct on the part of such official(s) is
reported by the BIDDER/Applicant/Audit/ Advisory Firm to the BUYER with
full and verifiable facts and the same is prima facie found to be correct by
the BUYER, necessary disciplinary proceedings, or any other action as
deemed fit, including criminal proceedings may be initiated by the BUYER
and such a person shall be debarred from further dealings related to the
contract process. In such a case while an enquiry is being conducted by
the BUYER, the proceedings under the contract would not be stalled.
Article 2: Commitments of BIDDERs
2. The BIDDER/Applicant/Audit/ Advisory Firm commits itself to take all
measures necessary to prevent corrupt practices, unfair means and illegal
activities during any stage of its bid or during any pre-contract or post-contract
stage in order to secure the contract or in furtherance to secure it and in
particular commit itself to the following:-
1.1 The BIDDER/Applicant/Audit/ Advisory Firm will not offer, directly or through
intermediaries, any bribe, gift, consideration, reward, favour, any material
or immaterial benefit or other advantage, commission, fees, brokerage or
inducement of any kind to any official(s)/employee/persons related to
such Official(s) / employees of the BUYER, connected directly or indirectly
with the bidding process, or to any person, organization or third party
related to the contract in exchange for any advantage in the bidding,
evaluation, contracting and implementation of the contract.
1.2 The BIDDER/Applicant/Audit/ Advisory Firm further undertakes that it has
not given, offered or promised to give, directly or indirectly any bribe, gift,
consideration, reward, favour, any material or immaterial benefit or other
advantage, commission, fees, brokerage or inducement of any kind to any
official of the BUYER or otherwise in procuring the Contract or forbearing
‘to do or having done any act in relation to the obtaining or execution of
the contract or any other contract with the Bank for showing or forbearing
to show favour or disfavour to any person in relation to the contract or any
other contract with the Bank.
1.3 The BIDDER/Applicant/Audit/ Advisory Firm shall disclose the name and
address of agents and representatives and Indian BIDDERs shall disclose
their foreign principals or associates.
1.4 The BIDDER/Applicant/Audit/ Advisory Firm shall disclose the payments to
be made by them- to agents/brokers or any other intermediary, in
connection with this bid/contract.
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1.5 The BIDDER/Applicant/Audit/ Advisory Firm further confirms and declares
to the BUYER that the BIDDER is the original manufacturer / integrator /
authorized / government sponsored export entity of the
stores/equipment/item/Services and has not engaged any individual or
firm or company whether Indian or foreign to intercede, facilitate or in any
way to recommend to the BUYER or any of its functionaries, whether
officially or unofficially to award the contract to the BIDDER, nor has any
amount been paid, promised or intended to be paid to any such
individual, firm or company in respect of any such intercession, facilitation
or recommendation.
1.6 The BIDDER/Applicant/Audit/ Advisory Firm, either while presenting the bid
or during pre-contract negotiations or before signing the contract, shall
disclose any payments he has made, is committed to or intends to make
to officials of the BUYER or their family members, agents, brokers, or any
other intermediaries in connection with the contract and the details of
services agreed upon for such payments.
1.7 The BIDDER/Applicant/Audit/ Advisory Firm will not collude with other
parties interested in the contract to impair the transparency, fairness and
progress of the bidding process, bid evaluation, contracting and
implementation of the contract.
1.8 The BIDDER/Applicant/Audit/ Advisory Firm will not accept any advantage
in exchange for any corrupt practice, unfair means and illegal activities.
1.9 The BIDDER/Applicant/Audit/ Advisory Firm shall not use improperly, for
purposes of competition or personal gain, or pass on to others, any
information provided by the BUYER as part of the business relationship,
regarding plans, technical proposals and business details, including
information contained in any electronic data carrier. The
BIDDER/Applicant/Audit/ Advisory Firm also undertakes to exercise due
and adequate care to avoid unauthorized disclosure of such information.
1.10 The BIDDER/Applicant/Audit/ Advisory Firm commits to refrain from
giving any complaint directly or through any other manner without
supporting it with full and verifiable facts.
1.11 The BIDDER/Applicant/Audit/ Advisory Firm undertakes not to instigate
directly or indirectly any third person to commit any of the actions
mentioned above.
1.12 If the BIDDER/Applicant/Audit/ Advisory Firm or any employee of the
BIDDER/Applicant/Audit/ Advisory Firm or any person acting on behalf of
the-BIDDER/Applicant/Audit/ Advisory Firm, either directly or indirectly, is a
relative of any of the officers of the BUYER, or alternatively, if any relative of
an officer of the BUYER has financial interest/stake in the BIDDER’s firm, the
same shall be disclosed by the BIDDER/Applicant/Audit/ Advisory Firm at
the time of filing of tender. The term ‘relative ‘for this purpose would be as
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defined in Section 6 of the Companies Act 1956 and as may be prescribed
under the Companies Act 2013 and the relevant Rules.
1.13 The BIDDER/Applicant/Audit/ Advisory Firm shall not lend to or borrow
any money from or enter into any monetary dealings or transactions,
directly or indirectly, with any employee of the BUYER.
Article 3 – Equal Treatment of all Bidders/Contractors/Subcontractors
3. Bidder(s) /Applicant(s)/Audit/ Advisory Firm(s)/Contractor(s) undertake(s)
to demand from all subcontractors a commitment in conformity with this
Integrity Pact. The Bidder/Contractor shall be responsible for any violation(s)
of the Principles laid down in this agreement/Pact by any of its Sub-
contractors/sub-vendors.
3.1 The BUYER will enter into Pacts on identical terms as this one with all
Bidders and Contractors.
3.2 The BUYER will disqualify those Bidders from the Tender process, who do
not submit, the duly signed Pact, between the BUYER and the bidder,
along with the Tender or violate its provisions at any stage of the Tender
process.
Article 4: Previous Transgression
4.1 The BIDDER/Applicant/Audit/ Advisory Firm declares that no previous
transgression occurred in the last three years immediately before signing of this
Integrity Pact, with any other Company/ PSU/ Nationalized Bank in any country
in respect of any corrupt practices envisaged hereunder or with any
Nationalized Bank/ Public Sector Enterprise in India or any “Government
Department in India that could justify Bidder’s exclusion from the tender
process.
4.2 The BIDDER/Applicant/Audit/ Advisory Firm agrees that if it makes incorrect
statement on this subject, BIDDER is liable to be disqualified from the tender
process or the contract, if already awarded, is liable to be terminated for such
reason.
4.3 The imposition and duration of the exclusion of the BIDDER will be
determined by the BUYER based on the severity of transgression.
4.4 The Bidder/Applicant/Audit/ Advisory Firm/Contractor acknowledges and
undertakes to respect and uphold the BUYER’s absolute right to resort to and
impose such exclusion.
4.5 Apart from the above, the BUYER may take action for banning of business
dealings/holiday listing of the Bidder/Contractor as deemed fit by the BUYER.
4.6 If the Bidder/Applicant/Audit/ Advisory Firm/Contractor can prove that he
has resorted/recouped the damage caused by him and has implemented a
suitable corruption prevention system, the BUYER may, at its own discretion, as
per laid down organizational procedures, revoke the exclusion prematurely.
Article 5: Criminal Liability
If the BUYER acquires knowledge of conduct of a Bidder/Applicant/Audit/
Advisory Firm/ Contractor, or of an employee or a representative or an
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associate of a Bidder/Contractor which constitutes corruption within the
meaning of Prevention of Corruption Act, or if the BUYER has substantive
suspicion in this regard, the BUYER will inform the same to the Chief Vigilance
Officer.
Article 6: Earnest Money (Security Deposit)
6.1 While submitting technical bid, the BIDDER/Applicant/Audit/ Advisory Firm
shall deposit an amount of Rs.2,00,000/-. (Rupees Two lakh Only) as Earnest
Money/security deposit. The EMD will be forfeited in following cases:
a) If Bidder withdraws Bid during the period of Bid Validity; or
b) If the successful Bidder fails to sign contract within the stipulated time
period; or
c) If the successful Bidder fails to furnish Performance Bank Guarantee valid
up to March 31, 2024 on signing of contract or
d) If the successful Bidder fails to deliver the relevant services within the
stipulated period; or
e) If the successful Bidder fails to comply any of the terms of RFP or Contract
6.2. The EMD of the unsuccessful Bidders will be returned as early as possible,
after completion of process of selection of the Audit/ Advisory Firm. The EMD
of the selected Audit/ Advisory Firm shall be refunded only after successful
completion of contract/assignment.
6.3 In case of the successful BIDDER/Applicant/Audit/ Advisory Firm, a clause
would also be incorporated in the Article pertaining to Performance Bond in
the Purchase Contract that the provisions of Sanctions for Violation shall be
applicable for forfeiture of Performance Bond in case of a decision by the
BUYER to forfeit the same without assigning any reason for imposing sanction
for violation of this Pact.
6.4 No interest shall be payable by the BUYER to the- BIDDER/Applicant/Audit/
Advisory Firm on Earnest Money/Security Deposit for the period of its currency.
Article 7: Sanction for Violations
7.1 Any breach of the aforesaid provisions by the BIDDER/Applicant/Audit/
Advisory Firm or anyone employed by it or acting on its behalf [whether with or
without the knowledge of the BIDDER/Applicant/Audit/ Advisory Firm] shall
entitle the BUYER to take all or anyone of the following actions, wherever
required;-
i. To immediately call off the pre-contract negotiations/ proceedings with
such Bidder/Applicant/Audit/ Advisory Firm without assigning any reason
or giving any compensation to the BIDDER/Applicant/Audit/ Advisory
Firm. However, the proceedings with the other BIDDER/Applicant/Audit/
Advisory Firm[s] would continue.
ii. The Earnest Money Deposit [in pre-contract stage] and/or Security
Deposit/Performance Bond [after the contract is signed] shall stand
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forfeited either fully or partially, as decided by the BUYER and the BUYER
shall not be required to assign any reason there for.
iii. To immediately cancel the contract, if already signed, without giving
any compensation to the BIDDER/Applicant/Audit/ Advisory Firm.
iv. To recover all sums already paid by the BUYER, and in case of an Indian
BIDDER/Applicant/Audit/ Advisory Firm with interest thereon at 2% higher
than the prevailing Base Rate/MCLR of the Nationalized Banks, while in
case of a BIDDER/Applicant/Audit/ Advisory Firm from a country other
than India with interest at 2% higher than LIBOR. If any outstanding
payment is due to the BIDDER from the BUYER in connection with any
other contract for any other stores, such outstanding payment could
also be utilized to recover the aforesaid sum and interest.
v. To encash the advance bank guarantee and performance guarantee/
bond/ warranty bond, if furnished by the BIDDER/Applicant/Audit/
Advisory Firm, in order to recover the payments, already made by the
BUYER along with interest.
vi. To cancel all or any other Contracts with the- BIDDER/Applicant/Audit/
Advisory Firm, the BIDDER/Applicant/Audit/ Advisory Firm shall be liable
to pay compensation for any loss or damage to the BUYER resulting from
such cancellation/rescission and the BUYER shall be entitled to deduct
the amount so payable from the money[s] due to the
BIDDER/Applicant/Audit/ Advisory Firm.
vii. To debar the- BIDDER/Applicant/Audit/ Advisory Firm from participating
in future bidding processes of- the Bank for a minimum period of five
years, which may be further extended at the discretion of the BUYER.
viii. To recover all sums paid in violation of this Pact by
BIDDER/Applicant/Audit/ Advisory Firm [s] to any middleman or agent or
broker with a view to-securing the contract.
ix. In cases where irrevocable Letters of Credit have been received in
respect of any-contract signed by the BUYER with the
BIDDER/Applicant/Audit/ Advisory Firm, the same shall not be opened.
x. Forfeiture of Performance Bond in case of a decision by the BUYER to
forfeit the same without assigning any reason for imposing sanction for
violation of this Pact.
7.2 The BUYER will be entitled to take all or any of the actions mentioned at
paragraph 7.1[i] to [x] of this Pact also on the Commission by the
BIDDER/Applicant/Audit/ Advisory Firm or any one employed by it or acting on
its behalf [whether with or without knowledge of the BIDDER/Applicant/Audit/
Advisory Firm], of an offence as defined in Chapter IX of Indian Penal Code,
1860 or Prevention of Corruption Act, 1988 as amended from time to time or
any other statute enacted for prevention of corruption.
7.3 The decision of the BUYER to the effect that a breach of the Provisions of
this Pact has been committed by the BIDDER/Applicant/Audit/ Advisory Firm
shall be final and conclusive on the BIDDER/Applicant/Audit/ Advisory Firm.
However, the BIDDER/Applicant/Audit/ Advisory Firm can approach the
Independent Monitor[s] appointed for the purposes of this Pact.
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Article 8: Fall Clause
8.1 The BIDDER/Applicant/Audit/ Advisory Firm undertakes that it has not
supplied/ is not supplying similar product/ systems or subsystems at a price
lower than that offered in the present bid in respect of any other Tender
notified by Ministry/Department of the Government of India or PSU or a Public
Sector Bank and if it is found at any stage that similar product/systems or sub
systems was supplied by the BIDDER/Applicant/Audit/ Advisory Firm to any
other Ministry/Department of Government of India or a PSU or a Public Sector
Bank at a lower price, then that very price, with due allowance for elapsed
time, will be applicable to the present case and the difference in cost would
be refunded by the BIDDER/Applicant/Audit/ Advisory Firm to the BUYER, if the
contract has already been concluded.
Article 9: Independent External Monitors
9.1 The BUYER has appointed Independent” External Monitors [hereinafter
referred to as Monitors] for this Pact in consultation with the Central Vigilance
Commission. The details are,
1. Prof. S. Sadagopan,
Director, IIIT, Bangalore,
26/C, Electronics City,
Hosur Road,
Bangalore 560 100
Email: s.sadagopan@gmail.com
9.2 The task of the Monitors shall be to review independently and objectively,
whether and to what extent the parties comply with the obligation under this
Pact.
9.3 The Monitors shall not be subject to instructions by the representatives of
the parties and perform their functions neutrally and independently.
9.4 Both the parties accept that the Monitors have the right to access all the
document relating to the project/procurement, including minutes of meetings.
The same is applicable to Subcontractors of the Bidder. The Monitor is under
contractual obligation to treat the information and documents of the
Bidder/Applicant/Audit/ Advisory Firm(s)/Contractor(s)/Subcontractor(s)with
confidentiality.
9.5 As soon as the Monitor notices, or has reason to believe, a violation of this
Pact, he will so inform the Authority designated by the BUYER 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.
9.6 The BIDDER/Applicant/Audit/ Advisory Firm accepts that the Monitor has
the right to access without restriction to all Project documentation of the BUYER
including that provided by the BIDDER/Applicant/Audit/ Advisory Firm. The
BIDDER/Applicant/Audit/ Advisory Firm will also grant the Monitor, upon his
request and demonstration of a valid interest, unrestricted and unconditional
access to his, project documentation. The same is applicable to
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Subcontractors also which the BIDDER/Applicant/Audit/ Advisory Firm shall
note.
9.7 The BUYER will provide to the Monitor sufficient information about all
meetings among the parties related to the Project provided such meetings
could have an impact on the contractual relations between the parties. The
parties will offer to the Monitor the option to participate in such meetings.
9.8 The Monitor will submit a written report to the designated Authority of BUYER
within 8 to 10 weeks from the date of reference or intimation to him by the
BUYER/BIDDER and, should the occasion arise, submit proposals for correcting
problematic situations.
9.9 If the Monitor has reported to The designated Authority of BUYER, a
substantiated suspicion of an offence under Indian Penal Code/Prevention of
Corruption Act as the case may be, and the designated Authority of BUYER
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.
9.10 The word ‘Monitor’ would include both singular and plural.
Article 10: Facilitation of Investigation
In case of any allegation of violation of any provisions of this Pact or payment
of commission, the BUYER or its agencies shall be entitled to examine all the
documents including the Books of Accounts of the BIDDER and the BIDDER shall
provide necessary information and documents in English and shall extend all
possible help for the purpose of such examination.
Article 11: Law and Place of Jurisdiction
This Pact is subject to Indian Laws. The place of performance and jurisdiction is
as notified by the BUYER.
Article 12: Other Legal Actions
The actions stipulated in this Integrity Pact are without prejudice to any other
legal action that may follow in accordance with the provisions of the extant
laws in force relating to any civil or criminal proceedings.
I Article 13: Validity
13.1 The validity of this Integrity Pact shall be from date of its signing and extend
up to 5 years or the complete execution of the contract to the satisfaction of
both the BUYER and the BIDDER/Applicant/Audit/ Advisory Firm/Seller,
including warranty period, whichever is later. In case BIDDER/Applicant/Audit/
Advisory Firm is unsuccessful, this Integrity Pact shall expire after six months from
the date of the signing of the contract.
13.2 Should one or several provisions of this Pact turn out to be invalid, the
remainder of this Pact shall remain valid. In such case, the parties will strive to
come to an agreement to their original intentions.
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Article 14: Code of Conduct
14. Bidders are also advised to- have a Code of Conduct clearly rejecting the
use of bribes and other unethical behaviour and a compliance program for
the implementation of the code of conduct throughout the company.
Article 15: Examination of Books of Accounts
In case of any allegation of, violation of any provisions of this Integrity Pact or
Payment of commission, the Buyer or its agencies shall be entitled to examine
the Books of Accounts of the Bidder/Applicant/Audit/ Advisory Firm and the
Bidder/Applicant/Audit/ Advisory Firm shall provide necessary information of
the relevant financial documents in English and shall extend all possible help
for the purpose of such examination.
Article 16: Legal and Prior Rights
All rights and remedies of the parties hereto shall be in addition to all the other
legal rights and remedies belonging to such parties under the Contract and/or
law and the same shall be deemed to be cumulative and not alternative to
such legal rights and remedies aforesaid. For the sake of brevity, both the
Parties agree that this Pact will have precedence over the Tender/Contract
documents with regard to any of the provisions covered under this Pact.
Article 17: Other Provisions
17. This Pact is subject to Indian laws. The place of performance and jurisdiction
is the Head Office/Head Quarters of the Division of the BUYER or as otherwise
notified by the BUYER, who has floated the Tender.
17.1 Changes and supplements, if any, need to be necessarily made in writing
and signed by the duly authorized representatives of the
Bidder/Applicant/Audit/ Advisory Firm and the Buyer. It is clarified that there
are no parallel/ Side agreements in this regard and that the present
Agreement forms the full and complete agreement as regards the subject
matter contained herein.
17.2 If the Contractor is a partnership or a consortium, this Pact must be signed
by all the partners and consortium members. In case of a Company, the Pact
must be signed by a representative duly authorized by Board resolution.
17.4 Any dispute or difference arising between the parties with regard to the
terms o-f this Agreement/Pact”, any action taken by the BUYER in accordance
with this Agreement/Pact or interpretation thereof shall not be subject to
arbitration.
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The parties hereby sign this Integrity pact at ………………………on
………………..
BUYER
Name of the Officer
Designation
Indian Overseas Bank
BIDDER/Applicant/Audit & Advisory Firm
CHIEF EXECUTIVE OFFICER
Witness
1.
2. _
Witness
1. _
2. _
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